LEASING  CONTRACT ENTERED INTO THE GOVERNMENT OF THE FREE AND SOVEREIGN STATE OF
ZACATECAS  HEREIN  REPRESENTED BY CPA GUILLERMO  HUIZAR  CARRANZA,  SECRETARY OF
PLANNING AND FINANCE AND MR. CARLOS LOZANO DE LA TORRE,  ENGINEER,  SECRETARY OF
ECONOMIC  DEVELOPMENT,  HEREINAFTER  REFERRED TO AS THE LESSOR AND BETWEEN NORTH
AMERICA SHOE CORPORATION,  A CORPORATION OF VARIABLE CAPITAL  REPRESENTED BY MR.
HERNAN  BERNARDO  URRUTIA IN HIS CHARACTER OF PROXY FOR THE LESSEE,  HEREINAFTER
REFERRED TO AS THE LESSEE; ACCORDING TO THE FOLLOWING:




                                   STATEMENTS



THE  GOVERNMENT  OF THE  STATE  declares  that one of its main  functions  is to
encourage the economic  activity  through the  establishment of companies in the
Industrial  Parks of the Entity and in doing so, to promote the  development  of
the State.


THE LESSOR declares that he is the legal owner of an industrial  built structure
of  8311m2  located  in lot  number 1,  block 5 within  the  Industrial  Park of
Fresnillo.


THE  LESSOR  wishes to lease the  above-mentioned  industrial  structure  to the
LESSEE and takes all necessary actions in order to facilitate the development of
the LESSEE'S business.


THE  LESSEE  considers  that  the  State of  Zacatecas  provides  all  necessary
conditions  for the  industrial  development  and has decided to  establish  his
company in the industrial  structure above mentioned  within the Industrial Park
of Fresnillo, in accordance to the herein Leasing Contract.


THE LESSEE is a company duly  incorporated  in  accordance  with the laws of the
Mexican Republic as certified under Public Deed number 21,706 dated January 3rd,
2000 attested by Ana Patricia  Bandala  Tolentino,  Notary Public No. 195 of the
Federal District.


<PAGE>



The parties agree the following:






                                     CLAUSES






          FIRST.  - THE LESSOR  grants in  leasing to THE LESSEE the  industrial
     structure that has been duly described under the statements hereof.

SECOND.  - The Effective  Period of the herein Leasing  Contract shall be of one
year, that shall commence on the signatures' date of the present legal document,
except for the  assumptions  established  hereunder.  THE LESSEE shall decide to
continue  with the present  contract for a maximum of an extra  period,  of same
duration as the effective period of the present instrument, and THE LESSOR shall
be  committed  to the  compliance  with  the  terms  and  conditions  stipulated
hereunder. In the event THE LESSEE decides to continue with this Contract, shall
exercise his right, in writing at least six months before the expiration date of
the present contract.


THIRD.  - The  leased  premises  shall  be  used  for the  business'  operations
regarding the  manufacture  as well as any other legal matter.  THE LESSOR shall
not use,  and shall not permit the use of any part of the  leased  building  for
illegal ends or to cause damages.  THE LESSEE agrees to the compliance with laws
and by-rules,  whether federal, local or municipal,  as well as with present and
future  authorities that may be applicable for the business of THE LESSEE in the
leased building.


FOURTH.  - For the  payment  regarding  the rent and use of the leased  building
during the Period of this  contract,  THE LESSEE  agrees  with THE LESSOR to pay
monthly  the  amount  of one  dollar  per  each  built  square  meter,  plus the
applicable I.V.A.  tax, to the Planning and Finance  Secretariat of the State of
Zacatecas,  or in any other  address  that may be  notified  in  written  by THE
LESSOR.  THE LESSEE shall increase the rent  annually,  so the increase shall be
every 12 months after the occupancy of the building in the following manner: (i)
75% of the percentage  increased of the IPC from previous  year's June and up to
the immediate previous month of May or proportionally estimated to the months of
occupancy  during  the first  year or (ii) a maximum  increase  of 5% on income.
Whatever is less (i) or (ii) shall be applied. The rent shall be paid in advance
the  first  day of each  month.  The  rent as per a part of the  month  shall be
proportionally distributed. All rent payments and any other overdue payment owed
by THE LESSEE to THE LESSOR under this  contract and in relation to the same may
be made (and shall be deemed as received in time) in accordance  with the reason
of the reception by THE LESSEE, either by sending it or delivering it by mail to
THE LESSOR or person  designated  by THE LESSOR to the address  mentioned as for
such effects,  through a check or cash, in dollars.  THE LESSEE as the option of
deciding to receive it in Mexican Pesos at that date's current exchange rate.


<PAGE>





FIFTH.   -THE  LESSEE  shall  allow  THE  LESSOR,   his  agents  or   authorized
representatives  to have  access to the  facilities  of the leased  premises  in
working hours with a previous notification to THE LESSEE (except for the lack of
notification in the event of an emergency),  taking into  consideration that THE
LESSOR  shall  make  his best  effort  in order  not to  disturb  the use or the
occupancy of THE LESSEE  regarding the leased  premises and THE LESSEE shall not
be entitled to  decreases  in the amount of the rent due to access for  repairs.
The above  mentioned  shall not be  interpreted as that THE LESSEE may carry out
the necessary  safety steps for his  protection.  THE LESSEE shall continue with
his business operations,  as well as the control of his agents,  employees,  and
visitors in such a way that may not interfere with the  maintenance  and repairs
obligations of THE LESSOR regarding the leased building.


SIXTH.  -THE LESSEE commits to keep and repair the leased building in a correct,
and clean manner and to keep it under  sanitary  conditions,  including  without
limitations, to cleaning,  maintenance and repairs within the building interior,
up to the  termination of the present  contract.  THE LESSEE commits  himself to
return  the  leased  building  to THE  LESSOR in the same  conditions  as it was
received,  except for the ordinary  deterioration,  damages and repairs that are
THE LESSOR's responsibility.


SEVENTH. -THE LESSEE shall not carry out any modification to the structure or to
the interior of the leased building,  without the previous written authorization
of THE LESSOR. Such authorization may not be denied if the modification does not
decrease the value of the premises.  THE LESSEE shall be authorized to carry out
any  modification  or  improvement  in  the  interior  of the  leased  building;
understanding that no modifications  shall be made to the structure and that THE
LESSEE shall previously notify THE LESSOR said modifications.  At the end of the
present  leasing  contract THE LESSEE shall remove any  improvement  paid by THE
LESSEE,  committing  himself to leave the leased building in the original manner
as it was at the very  beginning,  except in the event that the  removal of such
improvements may cause damages to the structure of the leased building.


THE LESSOR  understands and agrees that all equipment used by THE LESSEE for the
manufacturing  operations and all related  activities are THE LESSEE's property,
and  may  not be  considered  in any  moment  as  part  of the  above  mentioned
improvements.


EIGHTH.  -THE LESSEE accepts and agrees that at his own expense he will contract
and keep during the effective  period of the present  contract,  a full coverage
insurance with THE LESSOR as beneficiary  regarding the leased  premises for the
current  reposition  value  amount  (current  value for the repair of the leased
building becomes unusable for the objectives  considered under this contract) as
of this moment and up to the restoration  date in accordance  with  stipulations
made  hereunder,  has been finished,  an equal  reduction  shall exist or a rent
compensation,  taking into consideration the area and type of damage suffered in
the premises that may be used for the purpose of the present contract.


<PAGE>



NINTH.  -THE LESSOR is entitled to analyze and approve in due case, the coverage
and  conditions  of the  building's  insurance  policy.  If there is an amount /
deductible  percentage  in said  coverage,  that shall be at the  expense of THE
LESSEE.



TENTH. -THE LESSOR shall be responsible for paying the Added Value Tax (IVA) due
to the rents' payment made to THE LESSOR under the present contract.  THE LESSOR
shall be  responsible  of payment for all other  applicable  taxes to the leased
building and improvements mentioned under this instrument.



ELEVENTH.  -THE LESSEE shall timely pay expenses  derived from gas,  electricity
and water  services as well as any other  service that may arise during the term
of the contract, services that are used within the leased building.



TWELFTH.  -THE  LESSEE  shall  assure  that no damage  will be caused  and shall
indemnify any cost, liability expenses,  insurance, claims or damages (including
with no limitations,  injuries or contract liability,  as well as time schedules
and  attorney's  fees)  incurred in by THE LESSOR,  which are not covered by the
insurance  contract  and which are  derived  from the use and  occupancy  of the
leased building by THE LESSEE, in the understanding that in the event THE LESSOR
has been negligent,  THE LESSEE shall not have obligations regarding such costs,
expenses, liability, claims or damages.



THIRTEENTH.  -THE LESSOR shall  ensure the LESSEE,  granting him pacific use and
enjoyment of the leased building,  as well as guarantee that the first shall not
obstruct  nor prevent in any manner,  the use of such leased  building.  Also to
indemnify  as for any cost,  expense,  liability,  insurance,  claims or damages
including  with no  limitations,  injuries  or  contract  liability,  as well as
attorney's expenses and fees incurred in by THE LESSEE and which are not covered
by the  insurance  contract and derived from the use and occupancy of the leased
building by THE LESSEE,  in the  understanding  that in the event THE LESSEE has
been  negligent,  THE LESSOR shall not have  obligations  regarding  such costs,
expenses, liability, claims or damages.



FOURTEENTH.  -The parties hereby agree that in any of the following  cases,  THE
LESSEE will be incurring in a noncompliance with his obligations  regarding this
contract:


          1) lack of  adherence  or any other  situation  imputable to the same,
     when such  noncompliance  exceeds  30 days as of the date  when THE  LESSOR
     notified him in writing: and

          2) lack of compliance  with or  observance of any other clause,  term,
     disposition  or condition  hereof,  which  continues  for more than 30 days
     after the written notice, in


<PAGE>


     the understanding that such noncompliance  shall only occur when THE LESSEE
     fails to start with the necessary formalities as to attempt to comply.


b)    As LESSOR's event of default or noncompliance, shall be considered when he
      fails  to  comply  with the  terms  hereof  regarding  any  clause,  term,
      disposition or condition and such  Noncompliance is not compensated within
      a 30-day term as of the written notice issued by THE LESSEE. The foregoing
      except for the case that such noncompliance is due to acts of God or force
      majeure,  or when THE  LESSOR  fails to carry  out the  formalities  being
      necessary as for such noncompliance.



          SIXTEENTH. -THE LESSOR may at any moment, transmit, assign or transfer
     the  property  of the  leased  premise,  either in full or  partially,  and
     without the LESSEE's consent.


In such assumption, the contract herein shall prevail in its terms regarding the
new owner and the latter shall submit him/herself to the obligations  stipulated
hereunder as new LESSOR.



SEVENTEENTH.  -In the event at any moment  after the Starting  Date,  any of the
improvements is destroyed or damaged by fire or by any other cause being covered
by the insurance policy,  then THE LESSOR shall use the resources  received from
the  insurance  company,  for the  repair of  damages.  The term  "Restore"  (or
"Restoration")  refers to  restore,  replace  or  rebuild  (including  temporary
restorations and protection of materials still to be completed) the improvements
or any other  portion,  leaving  it as  similar  as  possible  to the status and
condition it was in before the disaster.



EIGHTEENTH. -THE LESSOR hereby agrees to warrantee as follows:


a)   THE LESSOR hereby warranties his full property of the leased building,  and
     also  that it is free from any  leasing,  license,  concession,  franchise,
     preferential rights,  occupancy rights or any other right of use as for any
     other person.  Besides,  THE LESSOR hereby warranties that THE LESSEE shall
     and will have pacific use and enjoyment of the leased building.


b)       THE LESSOR is not aware of:


          1) Any  judicial,  arbitration  or awarding  procedure  regarding  the
     leased building, its property, operation and occupancy.
<PAGE>



2)       Any  protest,  claim,  charges,  petitions  or orders or  threats by or
         before any  Administrative  authority or Court,  regarding  obligations
         required by the owner,  operator or occupant of the leased  building or
         any other  party that may affect the  leased  building,  its  property,
         operation or occupancy.


          3) Any other action,  procedure or inquiry either pending or initiated
     against or affecting THE LESSOR or the leased building and which may affect
     the latter.


c)   There are not, inside or under the leased building,  residues or substances
     considered  as  "Hazardous   Substances",   "Hazardous  Residues",   "Toxic
     Residues",   or  any  other  similar   denomination   expressed  under  any
     environmental  regulation,  either Local,  State or Federal,  nor which may
     affect the  environment  or natural  resources.  Neither  oil  residues  or
     chemical or of any other kind compounds.



NINETEENTH.  -Any notice from either of the parties, shall be deemed as given on
the date it is personally  received or otherwise,  10 days after in the event it
was  sent  through  any   communication   via,   either   certified   mail  with
acknowledgement of receipt,  telegraph,  telex, for THE LESSEE at the address of
the  industrial  structure he is granting in leasing,  to the  attention of: the
President of the Company, and to THE LESSOR at the address located on the street
Doctor Hierro No. 307 of Zacatecas City, Zacatecas.  Any change of address shall
be notified to the other party in the manner hereinbefore  described,  but under
no circumstance,  may more than two addresses be considered as to carry out such
notices.



          TWENTIETH.  -The herein  contract  shall be  regulated,  executed  and
     interpreted under the laws of the Mexican United States.



TWENTY-FIRST.  -Every  party may,  at least 10 days in  advance  to the  written
request,  execute,  inform  and  send  to  the  requesting  party,  a  statement
certifying that the herein contract has not been modified and is still in force,
or also  that  such in force  contract  has  been  modified.  In such a case,  a
statement  shall be made about any instrument  modifying the next contract,  the
dates when rents and charges have been paid, and for the better knowledge of the
requesting  party,  whether the requesting  party has incurred in  noncompliance
with any of the  obligations  derived  therefrom,  specifying the nature of such
noncompliance.  This statement shall be intended as reliable information for any
entity receiving it from the requesting party.



TWENTY-SECOND.  -THE LESSEE hereby acknowledges that as for rent concept, he has
a debt with the company who had  possession  of the real estate  subject  matter
hereof  and  commits  to pay it  within a term of  three  months  following  the
signature hereof.  The foregoing in the intelligence that if he fails to pay the
said debt,  the contract  herein shall be  rescinded  with no liability  for THE
LESSOR.




<PAGE>


          TWENTY-THIRD.  -The contract herein may not be altered,  modified, nor
     changed, except by written instrument signed by the parties. Once signed by
     the parties, it shall be an integral part hereof.

The parties hereby  manifest that there is neither  fraud,  nor bad faith in the
subscription hereof, and that the instrument herein is signed in Zacatecas City,
Capital  City of the State of the same name,  on the twelfth day of April,  year
two thousand.






                                   THE LESSOR



                         C.P. GUILLERMO HUIZAR CARRANZA
                         PLANNING AND FINANCE SECRETARY





                         ENG. CARLOS LOZANO DE LA TORRE
                         ECONOMIC DEVELOPMENT SECRETARY





                                   THE LESSEE





                             HERNAN BERNARDO URRUTIA
                              LEGAL REPRESENTATIVE