SUBJECT MATTER:  COLLECTIVE WORK CONTRACT

     (stamp  depicting an eagle  surrounded by the phrase "...free and sovereign
state" with the following  phrase  underneath:  Local Group of Conciliation  and
Arbitration of the state)


PRESIDENT OF THE LOCAL GROUP OF CONCILIATION AND ARBITRATION OF THE STATE.

     APPENDIX TO THIS  COLLECTIVE  CONTRACT SIGNED BY THE WORKERS UNION OF NORTH
AMERICAN SHOE  CORPORATION  "NASCO" AND NORTH AMERICAN SHOE  CORPORATION S.A. DE
C.V. FOR ITS REGISTRATION AND  INTRUSTMENTATION  AND THAT WILL GOVERN THE WORKER
COMPANY  RELATIONS IN THE KNOWN  ADDRESS OF CALLE TRES NUM. 123  FRACCIONAMIENTO
BULEBARES, ZACATECAS, ZAC. AND THE PLANT LOCATED AT CARR. FRESNILLO PALTEROS S/N
PARQUE  INDUSTRIAL,  FRESNILLO,  ZAC. UNDER THE TERMS  SPECIFIED IN ART. 398 AND
OTHERS RELATED TO AND APPLICABLE TO THE FEDERAL LABOR LAW.

THUS, TO THIS HONORABLE GROUP I ASK:

ONLY: TO APPROVE AND INTRUST THE COLLECTIVE CONTRACT PREVIOUSLY MENTIONED.


FOR THE EMANCIPATION OF MEXICO
FOR THE EXCUTIVE COMMITTEE OF F.T.Z.
CITIZEN CARLOS PEREZ RICO




















     (stamp  depicting an eagle  surrounded by the phrase "...free and sovereign
state" with the following  phrase  underneath:  Local Group of Conciliation  and
Arbitration of the state)

     COLLECTIVE  CONTRACT  SIGNED,  ON ONE  SIDE  BY  THE  NORTH  AMERICAN  SHOE
CORPORATION  "NASCO"  WORKER'S  UNION,  MEMBER OF THE WORKERS  FEDERATION OF THE
STATE OF ZACATECAS REPRESENTED BY VERONICA VERA RODRIGUEZ, GENERAL SECRETARY AND
BY MARIA ESTELA MONREAL  FLORES  SECRETARY OF LABOR AND BY THE OTHER SIDE "NORTH
AMERICAN SHOE CORPORATION",  S.A. de C.V. (NASCO FOR ITS INITIALS),  REPRESENTED
BY MR.  CAROL  J.  KOLOZS  FISCHER  WITH  REFERENCE  TO THE  FOLLOWING  CLAUSES:
----------------------------

DECLARATIONS

     FIRST.- THE COMPANY declares itself to be a Mexican  corporation created in
accordance  with  the  law  of  the  country  on  the  terms  of  the  corporate
constitution passed by the Notary Public Number 195 in Mexico City, according to
the deed numbered 21,706 that has as its objective:  the manufacture and sale of
sports  shoes  and  accessories,  among  others,  and has as its  administrative
address Calle tres number 123 fracc.  Boulevares  and the plant which is located
at Carr. Fresnillo - Plateros, Km. 2, Parque Industrial, Fresnillo, Zacatecas.

     SECOND.-  THE UNION  declares  itself to be a workers'  labor  organization
legally registered in the Associations Registration at the Ministry of Labor and
Social  Planning  and is  represented  by its General  Secretary  Veronica  Vera
Rodriguez,  according to the note given by the Associations Registration Office,
whose address is: Calle Cuitlahuac No. 100, Col. Gustavo Diaz Ordaz,  Zacatecas,
Zacatecas.
     THIRD.- THE UNION declares that it represents the professional interests of
the workers who offer their  services to THE COMPANY at the plant  described  in
the previous declaration.

     FOURTH.- Both parties declare that they have agreed, in accordance with the
terms set forth in Article 390 and other  related  articles in the Federal Labor
Law, to subject their  relationship  according to the  collective  contract that
contains the following clauses:


<PAGE>


                                  C L A U S E S

     1.- Both parties are in agreement that the following abbreviations shall be
used  throughout the contract,  "NORTH AMERICAN SHOE COMPANY S.A. DE C.V." shall
be denoted by "THE  COMPANY",  the NORTH  AMERICAN  SHOE COMPANY  WORKERS  UNION
"NASCO"  shall be  referred to as THE UNION and "THE LAW" shall be used to refer
to the Federal Labor Law.
     2.- Both parties mutually recognize their jurisdictional rights with all of
the legal  consequences  inherent to said recognition and agree that the present
contract shall determine their relationship  conferring on THE COMPANY the right
to direct and manage all that is not covered by the present contract.

     3.- The present  collective  contract shall govern the plant  pertaining to
THE COMPANY which is located in Fresnillo,  Zacatecas and shall be in effect for
an indefinite  period of time,  and its revision and  extensions of its duration
shall be made  according  to the terms set forth in Articles 399 and 399b of THE
LAW.

     4.- The terms of this contract do not include  administrative,  inspection,
security,  fiscal staff or persons in the exclusive  service of THE COMPANY such
as:   ADMINISTRATORS,   PROXIES,   DEPARTMENT  HEADS,   CASHIERS,   ACCOUNTANTS,
CONTROLLERS,  ADMINISTRATIVE  SECRETARIES,  OFFICE  EMPLOYEES,  WAREHOUSE STAFF,
SECURITY GUARDS, WAREHOUSE SUPERVISORS, AND NIGHTWATCHMEN,  who will not be able
to be part of THE UNION in  accordance  with the terms  stipulated in Articles 9
and 11 of THE LAW.

     5.- All new staff shall be hired by THE COMPANY  under the  condition  that
said persons shall become  affiliated  with THE UNION, or may be supplied by THE
UNION at the request of THE COMPANY.

     6.- When,  under any  circumstance a worker leaves THE UNION,  THE COMPANY,
without  any  personal  responsibility  shall be obliged to dismiss him from the
position once a written request by THE UNION has been made.

     When a worker  decides  to  terminate  the  working  relationship  with THE
COMPANY, under the terms set forth in Section I of Art. 53 of THE LAW, he should
give a written  notification  a minimum of 15 days prior to his/her  leaving THE
COMPANY.

     7.- Given that the plant of THE COMPANY does not have a specific  number of
positions, if a position should be vacated, THE COMPANY may determine whether to
fill it or not,  according to the needs at the moment.  When full time positions
are vacated,  a worker with more than one year of service  shall be given a full
time  position.  Both parties also agree that THE COMPANY is not obliged to fill
all of the positions  that are mentioned in the table annexed to this  contract,
since in this table mention is made only of the salary that the workers in these
categories should receive.

     8.- Given the nature of the  activities  that THE COMPANY  carries out, THE
COMPANY  shall  frequently  use part time workers who may be  contracted to work
full time, half time or to substitute another worker,  according to what is most
convenient and always within the terms set forth in clause 5.

     9.- The maximum  length of the day shift shall be 8 hours,  the mixed shift
shall be seven  and a half  hours,  the night  shift  shall be seven  hours.  By
petition  of the  workers  and in  accordance  with  Article 59 of THE LAW,  THE
COMPANY, may schedule the working week during a period of 5 days so as to have a
working week of 45 hours,  thus enabling the workers to rest on Saturday as well
as on Sunday.
     The workers shall offer their services during the hours set by THE COMPANY,
according to the needs of the latter. Normal working hours shall be followed, as
long as there is not an order by THE  COMPANY  contrary  to the  normal  working
hours, which must be announced in accordance with clause 12.

     10.- The worker must personally register their attendance using the systems
that THE COMPANY adopts.

     THE  COMPANY  agrees that  salaries  owed shall be  distributed  on Fridays
immediately  after the  shift  has  ended.  Any  adjustments  that may be needed
because of absences,  for working over time, etc. shall be made in the following
week, according to each special case.

     11.- The salaries that the workers  receive shall be in accordance with the
table that is  annexed,  signed and forms an  integral  part of this  collective
contract.

     12.- THE COMPANY  may  introduce  second or third  shifts or change the set
schedules,  if this is convenient and on the condition that  sufficient  advance
notice of the  change  has been  given to THE  UNION,  so that the  workers  are
obliged  to work  during  the new  schedule  that is  given  to  them,  with the
exception of emergencies in which it may change the general  schedule or that of
any particular worker with a single days' notice.

     The  workers  shall be obliged to work in any of the shifts  designated  to
them.  The  workers  shall be obliged to work  different  shifts,  according  to
production needs and the production schedule.

     13.- Overtime  paid to the workers  shall be one hundred  percent more than
the regular salary and shall be two hundred percent more than the regular salary
when the  overtime  exceeds  nine  hours per week,  but to be able to work under
these conditions,  it shall be required of THE COMPANY to give a written request
through one of its  representatives.  If this  prerequisite does not exist, then
there will be no recognition of any overtime, the worker shall not be obliged to
work overtime if he has not been presented with the written authorization.

     14.- The  workers  shall be obliged to carry out their work,  wherever  THE
COMPANY  instructs  them to do so. As such,  THE COMPANY  maintains the right to
change  workers from one place to another,  either to change  their  activities,
position or shift,  provided that such changes do not have a negative  impact on
their salary.  The worker shall accept the change, on the understanding  that he
shall carry out only production  functions unless the worker accepts a change of
position.

     15.- For every six days of work,  the  workers  shall  have one paid day of
rest which shall be Sunday, as long as the schedule agreed upon does not change.
IT  SHOULD  BE  REITERATED  THAT THE  MAXIMUM  WORKING  WEEK  SHALL BE SET FORTH
ACCORDING TO CLAUSE NINE OF THIS CONTRACT.

     If, for any reason,  a worker  should be absent for a whole week,  he shall
receive  only  the  proportional  part  of the  salary  for  the  day  off  that
corresponds to the time the person actually  worked.  When an obligatory day off
falls on the same day as the weekly day off, THE COMPANY is under no  obligation
to give another day off or to make any additional payment.
     16.- THE COMPANY  shall give its workers the  following  days off with full
salary tabulated according to the legal standards:  January 1, February 5, March
21, May 1,  September  16,  November 20,  December 25 and December 1 every sixth
year when a Presidential  Inauguration  occurs,  and those that are mentioned in
section IX of Article 74 of THE LAW.  THE COMPANY  reserves  the right to notify
those workers whose services are  indispensable on these days and shall pay them
twice the normal salary in accordance with Article 75 of THE LAW.

     17.- When the workers carry out work by mandate of THE COMPANY on their day
off or on a national holiday, they will receive a salary equivalent to twice the
normal rate for the time worked, as well as the salary normally paid for the day
off. Time worked on what would have been normal days off or on national holidays
is not  overtime,  since  it is not an  extension  of the  working  week  and is
therefore not taken into account on the terms set forth in the second  paragraph
of Article 68 of THE LAW.

     18.- THE  COMPANY is obliged to give its  workers  the  following  vacation
periods:  for one complete  year of service,  6 working days;  for two years,  9
working days;  for 3 years,  11 working days;  for the fourth through the eighth
years,  13 working days; for the ninth through the thirteenth  years, 14 working
days.

     THE COMPANY  reserves the right to determine  the dates on which the worker
may take his  vacations,  according to the needs of the business.  This may mean
that each worker may take his own vacation period,  lock stepped,  having groups
take  the  same  vacation  period  or  shutting  down the  plant  completely  or
partially.

     According to THE LAW, the workers shall have the right to a vacation  bonus
of 25% over and above that which they should receive,  which shall be paid along
with the amount  corresponding  to the vacation  prior to the date on which this
begins.
     19.- The owner is  obliged  to give new,  full time,  part  time,  and,  in
general,  all workers  training  and  development  to update and  perfect  their
knowledge,  prepare  them to occupy a  vacancy  in the next  higher  consecutive
levels or any other new  positions,  to improve  their  skills and  abilities at
work, in compliance  with Chapter II b of the Fourth Title,  as well as Articles
132,  Section XV, 153  Sections A through X and 391 Sections VII and VIII of THE
LAW.

     20.- All the workers are  obliged to submit to all of the  provisions  with
respect to recognition, health and safety procedures, the setting forth of laws,
rules  and  regulations,  authority,  the  Internal  Working  Conditions  or THE
COMPANY. It is expressly set forth that the workers shall be examined by doctors
designated  by THE  COMPANY,  whenever  THE COMPANY  deems it necessary to check
whether or not the workers are suffering from some contagious, incurable illness
or if they are suffering from any inability to carry out their work.

     21.- THE  COMPANY is obliged to  register  its  employees  with the Mexican
Social Health Institute.  Payment of the quotas shall be made in accordance with
the terms set forth in the relevant Law.

     Documents issued by private medical doctors and prescriptions issued by the
Mexican Social Health Institute may not be used to justify  infirmity.  The only
document  that shall serve for this  purpose is the  special  form issued by the
Mexican Social Health Institute for such purposes. Should the worker not wish to
use the medical services offered by this institute,  the worker shall be obliged
to call the Social  Institute's  medical doctor, and request the issuing of said
document in any case.

     22.- In all  cases,  it is  necessary  for that THE  WORKER to  notify  THE
COMPANY  on the same day and during  his  shift,  should  THE WORKER  need to be
absent, whether or not the absence is justified.
     THE  COMPANY  shall  sanction  unjustified   absences  and  tardiness,   in
accordance with clause 27 of this contract.

     23.- In  compliance  with Article 87 of THE LAW, THE COMPANY  shall pay all
full time workers a Christmas Bonus  equivalent to 15 days of wages on or before
December  20 of each year,  provided  that they have worked the entire year or a
quantity  proportional  to time worked for those that have labored less than one
year.  Workers with more than one year within the  organization  as tabulated on
December 31 shall receive a Christmas bonus equivalent to 17 days of salary.

     24.- THE COMPANY pledges to discount,  at no cost  whatsoever,  any charges
that THE UNION may request in writing.  THESE  SHALL BE  DELIVERED  ON THE THIRD
WORKING DAY INCLUDING THE PENALTIES IMPOSED ON THE PARTNERS BY THE UNION.

     25.- For the purposes of relations  between THE COMPANY and THE UNION,  the
Delegate  of  THE  UNION  shall  be one of its  members  whose  appointment  and
representation  have been presented in writing to THE COMPANY and who shall only
deal with matters  under his  representational  jurisdiction  WITHIN AND OUTSIDE
working hours AND HE SHALL BE BOUND TO PROVIDE ALL THE  FACILITIES  REQUIRED FOR
THE CORRECT  PERFORMANCE OF THE SECRETARIES  THAT MAKE UP THE UNION COMMITTEE IN
THE SAME WAY AS FOR ALL THE  COMMISSIONS  THAT REQUIRE THIS, IN ACCORDANCE  WITH
THE PROVISIONS OF ARTICLE 132 SECTION X OF THE FEDERAL LABOR LAW.

     26.-  Any  conflicts  or  difficulties  that may  arise as a result  of the
interpretation  or  application  of this  contract  shall be  dealt  with by THE
COMPANY  and the  General  Secretary  of THE  UNION,  in order to try to reach a
friendly  agreement,  but with both parties free, at any moment,  to submit them
before the  resolution of the competent  authorities or to take any actions that
may correspond to them in accordance with THE LAW.

     27.- In the event of mishaps by workers that do not warrant cancellation of
the  contract,  THE  COMPANY  may  sanction  the worker  with up to eight  days'
suspension, but the worker shall be entitled to present his own defense with the
assessment  of THE UNION.  If THE COMPANY  deems that the defense is valid,  the
sanction  imposed on the worker  shall be revoked or THE  COMPANY  shall pay the
wages corresponding to the days on which the worker was unduly suspended. If THE
COMPANY  insists on the  sanction,  in spite of the  defense  put forward by THE
UNION,  the sanction  shall be applied with the worker  remaining free to claim,
before  the  competent  authorities,  the  wages for the days on which he may be
suspended. IF THE WORKER ACCUMULATES TWO MISHAPS WITHIN A PERIOD OF THIRTY DAYS,
THE SANCTION SHALL TAKE EFFECT.

     If a worker is responsible for mishaps that, in the opinion of THE COMPANY,
warrant his  dismissal,  THE COMPANY  shall  dismiss him for his  liability,  in
compliance  with the  standards and  regulations  set forth by the FEDERAL LABOR
LAW.
     28.- The  provisions  of Articles 509, 510, 511 and 512 of THE LAW shall be
observed for the integration of the Mixed Committee on Health and Safety.

     29.- The provisions of Title 11 of THE LAW, in addition to Chapter III B of
the Fourth Title, in particular,  with regard to Articles 153 A through 153 X of
THE LAW,  shall be  observed  for the  functioning  and  setting up of the Mixed
Committee on Training.

     30.- The Mixed Committee for the  Distribution of Utilities shall be formed
in accordance  with the  provisions of Title Three,  Chapter VIII,  Articles 117
through 131 of THE LAW.

     31.- In order to  determine  how long  workers  have been  working  for THE
COMPANY,  a mixed  committee  shall be set up to formulate  the general  service
period table,  which shall be broken down into categories on the terms described
in Article 158 of THE LAW.

     32.- The  standards  set forth in Article  424 of THE LAW shall be observed
for the purposes of forming the Mixed  Committee for the Approval and Discussion
of the Internal Labor Regulation.
     33.- THE  COMPANY  agrees  to train  its  workers  in order to raise  their
standard of living and  productivity  in accordance  with the plans and programs
formulated by common agreement between THE COMPANY and THE UNION and approved by
the Ministry of Labor and Social Planning,  in compliance with the provisions of
Articles 132,  Section XV, 153 subsections A and X and 391 Sections VII and VIII
of THE LAW.

     34.- THE  COMPANY  AGREES  that  training  shall be provided to the workers
during  working  hours,  unless,  in response  to the nature of the  services in
question, THE COMPANY and workers agree that training may be provided otherwise.
This is also the case for a worker  wishing to receive  training  in an activity
other than the one he will carry out as part of his work, in which case training
shall be provided outside working hours.

                                    35.- The aim of training should be:

a)                                              To update and perfect the skills
                                                and  knowledge  of the worker in
                                                his  activities,  as  well as to
                                                provide him with  information on
                                                the     application    of    new
                                                technology to his work.

b)       To prepare the worker to take up a vacancy or a newly created post.

c)       To prevent risks at work.

d)       To increase productivity, and

e)       To improve the aptitudes of the worker in general.

     36.-  During  the  time in  which a newly  recruited  worker  requires  and
receives  initial  training for the tasks he is to carry out, he shall offer his
services in accordance  with the general  conditions of work that are applied by
THE COMPANY or whatever is specified to this end in this contract.

     37.- Workers who receive training shall be obliged:

     a) To attend the courses,  group sessions and any other activities that may
form part of the training process.

     b) To follow the  indications  provided by the persons  giving the training
and to comply with the respective programs.

     c) To attend any knowledge assessment examinations that may be required.

     38.- THE COMPANY shall grant a PUNCTUALITY  BONUS and an ATTENDANCE  BONUS,
whose objective is to promote basic  commitments  such as these from the workers
and, in this way,  avoid any negative  impacts on the  development of the normal
operations of the company.  The PUNCTUALITY BONUS shall be for the sum of TWENTY
MEXICAN PESOS AND ZERO CENTS for each monthly  period  between the first day and
the thirty-first day, on the understanding that the closing date shall vary, and
the bonus shall be  presented on the first Friday of each month and the right to
receive it shall be forfeited if there is a delay in the respective period as is
indicated in the Internal Labor Regulation.

     The ATTENDANCE  BONUS shall be for the sum of TWENTY MEXICAN PESOS AND ZERO
CENTS, as indicated in the above paragraph, and the right to receive it shall be
forfeited  if there are any absences  during the  respective  period.  The bonus
shall not be lost if THE COMPANY authorizes a permit or license for absence,  or
also, when the worker presents the certificate of illness issued by the IMSS.

     39.- As a provision of social  planning,  THE COMPANY shall issue  SHOPPING
VOUCHERS to its workers,  with which they may acquire basic goods for periods of
a month, in accordance with the following table:


--------------------------------------------------------------------------------
Workers     employed     for     6     months     to     one     year     $50.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Workers      employed      for      one      to      two      years      $120.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Workers         employed         for         three         years         $160.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Workers          employed         for         four         years         $180.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Workers          employed         for         five         years         $200.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Workers          employed         for         six         years          $220.00
--------------------------------------------------------------------------------

     Workers shall become entitled to the amounts given in the table as from the
month following the moment when the worker reaches the period shown above.

     40.- A Mixed Committee for Training shall be set in THE COMPANY  consisting
of two representatives  from THE UNION and two from THE COMPANY.  This committee
shall be in charge of formulating  training  plans and programs,  inspecting the
instrumentation  and operation of the system and the procedures  introduced with
the aim of  improving  training  and it shall  also  suggest  measures  aimed at
perfecting them, in accordance with the needs of work and of THE COMPANY.

     41.- THE COMPANY  pledges to pay THE UNION the agreed amounts for promoting
sport and social and cultural activities,  following the corresponding  receipt.
The company  pledges to pay any expenses  arising from attendance at the Mexican
National Council of the Confederation of Workers,  if they invite four workers a
maximum of once or twice a year.

     42.- THE  COMPANY and THE UNION shall each  provide  ONE  THOUSAND  MEXICAN
PESOS  ZERO  CENTS  towards  funerary  costs in the  event  of the  death of the
parents, children, spouse and common-law spouse of the worker. Also, THE COMPANY
shall  grant  three  days'  leave on full pay when the  bereavement  takes place
outside the state of Zacatecas  and two days' leave if it takes place within the
state.  Should the relative of more than worker die, this sum shall be paid only
to one worker,  who shall be the one who has spent the longer  period of time at
THE COMPANY.

     43.- THE COMPANY  shall  provide  overalls  twice a year,  in the months of
January and July each year,  or more often when normal wear and tear as a result
of use at work warrants this.
     44.- THE  COMPANY,  by common  agreement  with THE UNION,  shall  provide a
transport  allowance  for  workers  who, as a result of their  address,  require
large-scale transport.

     45.- This Collective Work Contract shall be signed for an indefinite period
of time and shall take effect as from the date  specified in it,  regardless  of
the  date  on  which  it  is  presented  before  the  Federal  Conciliation  and
Arbitration  Council,  and it may be revised in part or in full on the terms set
forth by THE LAW,  with each part  keeping a copy and another  being kept by the
Federal  Conciliation  and  Arbitration  Council  for  the  corresponding  legal
purposes.

     Both  parties  agree  that this  contract  shall be revised on the terms of
articles 399 and 399 b as from January 1, 2000.

--------------------------------------------------------------------------------
UNION                                                COMPANY

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
General Secretary                                    Legal Representative
Veronica Vera Rodriguez                              Carol Juan Kolozs Fischer
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Secretary of Labor and Conflicts                     Administrative Manager
Estela Monreal Flores                                Hilda Hernandez Gutierrez
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Organizational Secretary
Isidro Chavez Flores
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Assessor
Carlos Perez Rico
--------------------------------------------------------------------------------


<PAGE>


     TABLE  OF  SALARIES  THAT  FORM AN  INTEGRAL  PART OF THE  COLLECTIVE  WORK
CONTRACT  SIGNED  ON  THIS  DATE  BY THE  NORTH  AMERICAN  WORKERS'  UNION  SHOE
CORPORATION   "NASCO"   AND  "NORTH   AMERICA   SHOE   CORPORATION",   S.A.   DE
C.V.-------------------------------------

--------------------------------------------------------------------------------
               POST                            DAILY SALARY FOR LEGAL DAY'S WORK

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
            OPERATOR A                         32.70
--------------------------------------------------------------------------------
            OPERATOR B                         35.94
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
            OPERATOR C                         41.33
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
UNION                                           COMPANY

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
General Secretary                               Legal Representative
Veronica Vera Rodriguez                         Carol Juan Kolozs Fischer
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Secretary of Labor and Conflicts                Administrative Manager
Estela Monreal Flores                           Hilda Hernandez Gutierrez
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Organizational Secretary                         Jaime Marquez Rodriguez
Isidro Chavez Flores                             Assessor
--------------------------------------------------------------------------------



<PAGE>


STATE CONCILIATION AND
ARBITRATION COUNCIL

     CAROL JUAN KOLOZS FISCHER, in my capacity as legal representative of "NORTH
AMERICAN SHOE CORPORATION",  S.A. DE C.V., a capacity that I assume on the terms
of the  Testimony  which I present  along with a  photocopy  so that,  following
validation  and  certification,  the original may be returned to me,  appear and
state, with due respect, before you:

     That,  with the signing of the collective work contract before the footwear
Industry Union of NORTH AMERICAN SHOE CORPORATION  "NASCO",  which is affiliated
to A.F.Z. and the party I represent and which regulates  industrial relations at
their addresses,  for the purposes of the rights of the workers, I recognize the
periods of entry  indicated  in the  attachment  to this  document for any legal
purposes that may arise.

                                                     For the declaration,

I SOLEMNLY AK THIS COUNCIL TO:

     ONLY  CLAUSE.-  Take as precise  the dates of entry of each of the  workers
listed in the attachment and who form part of this document.

                                                     I swear as required.


<PAGE>


Lista de NASCO:

--------------------------------------------------------------------------------
Code                                  Name                        Date
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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