EXHIBIT (4)(xviii)

                     DRAFT SUBJECT TO CHANGES
        TRANSLATION OF THE PUBLIC DEED AND LOAN AGREEMENT
                    DOCUMENTING THE CONCESSION
            OF A LOAN TO PLYMOUTH RUBBER EUROPA, S.A.
                             
  NOTARY PUBLIC: Mr. Ernesto Regueira Nunez, Notary of Porrino.
                       DATE: 11 April 1997
                           NUMBER: 479
                             
"LOAN GUARANTEED BY MORTGAGE AND GUARANTEE

NUMBER: FOUR HUNDRED AND SEVENTY NINE

In  Porrino,   my  residence, on  the  11th  day  of  April
nineteen hundred and ninety seven.

Before  me,  ERNESTO REGUEIRA NUNEZ, Notary Public  of  the
Association of La Coruna.

                              APPEAR

MR. PLACIDO OTERO ESTEVEZ, married, economist, residing  at
Porrinno,  domiciled  at Calle Domingo el  Bueno  number  4,
holder  of  a National Identity Card, which he exhibits  to
me, numbered 35.550.317.

MR. MANUEL ALCAIDE NUNEZ, manager of the office for company
banking,  Vigo branch, of the Banco del Comercio,  residing
at  Vigo,  domiciled at Plaza de Compostela  number  27-28,
holder  of  a National Identity Card, which he exhibits  to
me, numbered 34.867.925.

MR.  JUAN JOSE LAGO ESCORCIA, duly empowered member of  the
office  for company banking, Vigo branch, of the Banco  del
Comercio,   residing  at  Vigo,  domiciled  at   Plaza   de
Compostela  number  27-28, holder of  a  National  Identity
Card, which he exhibits to me, numbered 32.590.099.

MR.  ALBERTO ESTEVEZ RODRIGUEZ, legally separated, residing
at  Porrino, manager of the Porrino branch of the Banco  de
Bilbao  Vizcaya,  with domicile at Plaza  del  Ayuntamiento
number  5,  holder of a National Identity  Card,  which  he
exhibits to me, numbered 35.997.966.


MR.  MANUEL DOMINGO DOMINGUEZ VARELA, married, employee  of
the  Banco  de  Bilbao Vizcaya, residing in  Porrino,  with
domicile  at Plaza del Ayuntamiento number 5, holder  of  a
National  Identity Card, which he exhibits to me,  numbered
36.602.902.

MR.  ALBERTO MIGUEZ LOURIDO, duly empowered person from the
Caja  de  Ahorros  Municipal de  Vigo,  residing  in  Vigo,
domiciled  at  Calle Garcia Barbon number 1,  holder  of  a
National  Identity Card, which he exhibits to me,  numbered
36.012.559.

All of them are of full legal age.

THEY INTERVENE:

a)  Mr. Placido Otero Estevez, in the name and on behalf of
the  mercantile  entity "PLYMOUTH  RUBBER  EUROPA,  S.A.",
Unipersonal  Company,  with corporate  address  at  Porrino
(Pontevedra),   Carretera   Porrino-Salceda   Km.    1,500;
constituted for indefinite time by Public Deed  before  the
Notary  Public of Madrid, Mr. Jose Maria Alvarez  Vega,  on
August  26,1996, under number 3.241 of his official  record
and registered in the Mercantile Registry of Pontevedra, in
Folio 49, Book 1.847 of Companies, PO-18.045.

Fiscal Identity Code number A-36269694.

Exercises  this  representation in virtue  of  the  special
power,   in  the  name  of  the  represented,  Ms.  Beatriz
Satrustegui Menchaca, granted before me on the present  day
under number __________ of my official record; in execution
of  the agreement of the Board of Administration, held  ond
April, 7, 1997. From said Public Deed I transcribe: "......
To  grant powers to ... Mr. Placido Otero Estevez ...,  so,
 ....  he  may, by himself, subscribe in the  name  of  the
company a loan, for the amount of 250,000,000 Pesetas which
shall be granted to the company by a syndicate of financial
credit  entities  formed by the Banco del  Comercio,  Banco
Bilbao  Vizcaya and Caja Municipal de Ahorros de  Vigo,  as
well  as: 1. To constitute on behalf of the above mentioned
credit  entities  mortgage on real states property  of  the
company, in the conditions established as convenient, apply
for  the  registration  of said mortgage  in  the  Property
Registry,  grant the public deeds that may  deem  necessary
for  clarification, amendment, and rectification to  obtain
the  final registration of the above mentioned mortgage  in
the  Property  Registry.  2. To appear  before  the  Notary
Public  or  the business agent of his choice to incorporate
the  loan contract guaranteed by mortgage to a public  deed
and  to  perform all acts that may deem necessary  for  the
conclusion and complete effectiveness of the same ... ".

Whatever  is  not established herein will not alter,  vary,
condition or limit the preceding.

Mr.  Otero assures that the faculties he invokes are  dully
in force and that the entity he represents subsists.

b)  Mr. Alcaide Nunez and Mr. Lago Escorcia in the name and
on  behalf  of  the mercantile entity "BANCO DEL  COMERCIO,
S.A.",  with  corporate  address at  Madrid,  Paseo  de  la
Castellana,  number  108, constituted for  indefinite  time
under  the denomination of "Banco Hispano Suizo, S.A.",  by
Public Deed on October, 12,  1920, before the Notary Public
of  Madrid,  Mr.  Antonio  Turon y Bosca;  Afterwards  said
mercantile  entity adopted the denomination  of "BANCO  DE
FINANCIACION INDUSTRIAL, S.A.", by Public Deed, on March 7,
1964, under number 1.303 of his official record; registered
in  the Mercantile Registry of Madrid, in Folio 131 of Book
402,  page  4.315. The present denomination  of "BANCO  DE
COMERCIO, S.A.", is the result of the merger carried out by
"BANCO  DE  FINANCIACION INDUSTRIAL,  S.A."  absorbing  the
"BANCO  DE  COMERCIO,  S.A.", adopting notwithstanding  the
preceding, this denomination, as results of the Public Deed
granted on January 1, 1989, before Notary Public of Madrid,
Mr.  Juan  Bolas  Alfonso, under number 1 of  his  official
record,  and  registered  in  the  Mercantile  Registry  of
Madrid,  in folio 156, Book 1.063 general, 1.011 of section
3  of  Companies  Book,  Page number  4.314-2,  inscription
number 89.

Fiscal Identity Code number A-28000545.

They  have  faculties  for this act by  power  of  attorney
granted for them by Mr. Carlos Gorria Cortazar and Mr. Luis
Antonio  Delso Heras, acting in the name and on  behalf  of
the "BANCO DE FINANCIACION INDUSTRIAL, S.A.", on  November
30,  1988,  before  the Notary Public of Madrid,  Mr.  Jose
Antonio Escartin Ipiens, under number 4.590 of his official
record, from which among others, I transcribe: "... for  in
the  name  and  on  behalf  of the "BANCO  DE  FINANCIACION
INDUSTRIAL, S.A." (INDUBAN) may exercise ... the  faculties
 ..  under  numbers ... to  be indicated ...  jointly...  B)
Jointly, this is, with any other empowered person from  the
Bank,  who may be empowered upon the present power  or  any
other  power, within the same faculties: ... 6. Grant loans
or  credits.  a)  Grant  loans  or  credits,  financial  or
commercial  discounts,  overdrafts  in  current   accounts,
exceeds in credit accounts, or under any other modality, in
national  or  foreign currency, both the empowering  entity
individually  or jointly with any other public  or  private
entity,  national or foreign, simple or with  any  type  of
guarantee,  personal,  real,  ordinary  pledge  or   pledge
without transmission, mortgage or chattel mortgage, or  any
other  guarantee, as well as renew, defer,  amend,  extend,
reduce, decline, transmit, dispose, cancel, extinguish  the
granted loans or credits, or those which the Bank is holder
whether  they are simple or with any of the above mentioned
personal   or  real  guarantees.  b)  To  open  documentary
credits,   request   the   confirmation   of   the   opened
documentary  credits  by this entity, confirm  the  credits
opened  by other entity, advise documentary credits and  in
all  cases,  whether  they  are revocable  or  irrevocable,
simple or with any of the above mentioned guarantees. c) To
intervene   in   the  syndicated  loans  and   accept   the
designation  as  Agent Bank, Director  Bank  or  any  other
directive  designation, both individually or  jointly  with
other loan entities, accepting all kind of compromises  and
carrying   out  all  acts  for  the  performing  of   those
designations...  10.-  Guarantees. ...  c)  Acceptation  of
guarantees.  = To accept and retain all kind of  guarantees
and  counter-guarantees, on behalf of the Bank,  both  real
and personal, mortgage or chattel mortgage, ordinary pledge
or  pledge without transmission, or any other guarantee. d)
Substitution   and  cancellation  of  guarantees.   =    To
substitute, amend, postpone, divide, reduce and cancel  and
totally or partially extinguish all kind of  personal  and
real   guarantees,   bonds,  securities,   pledge   without
transmission  or  ordinary  pledge,  mortgage  or   chattel
mortgage, constituted on behalf of the Bank.

Thus  it  results  from authentic copy  of  said  Power  of
Attorney public deed that they show me (registered  in  the
Mercantile  Registry of Madrid, folio  number  134,  volume
number  1.063  general,  number  1.011  of  section  3   of
Companies  Book, Page number 4.314, inscription  893),  and
whatever  is omitted will not alter, vary or condition  the
above established.

Mr.  Alcaide  Nunez and Mr. Lago Escorcia assure  that  the
faculties they invoke are duly in force and that the entity
they represent subsists.

c)  Mr.  Alberto Estvez Rodriguez and Mr.  Manuel  Domingo
Dominguez  Varela, in the name and on behalf of the  entity
"BANCO  BILBAO VIZCAYA, S.A." (from now on, in this  public
deed, "the  Bank"), with Fiscal Identity  Code  number  A-
48/265169, domiciled in Bilbao, Plaza San Nicolas 4,  which
proceeds  from merger, formalized in public deed authorized
by  Notary Public of Bilbao, Mr. Jose Maria Arriola  Arana,
on October 1, 1988, of the entities "Banco de Bilbao. S.A."
and "Banco  de  Vizcaya, S.A.", in which public  deed  was
adopted the present denomination. It is registered  in  the
Mercantile  Registry of Vizcaya in the Volume  2.083,  Book
1.545  of  Section  3 of Companies, Folio  1,  Page  number
14.741, inscription 1.

They have faculties for this act:

From  the public deed of power of attorney granted  in  the
name of said entity, by Mr. Emilio de Ybarra y Churruca, on
the  1st  of  October  nineteen hundred  and  eighty-eight,
before the Notary Public of Bilbao, Mr. Jose Ignacio Uranga
Otaegui,  under  number  4.903  of  his  official  records,
registered in the Mercantile Registry of Vizcaya in  Volume
2.083  general, Book 1.545 of Section 3 of Companies, Folio
57,  Page  number  14.741, inscription 6,  in  use  of  the
faculties  granted in public deed authorized  by  the  same
Notary Public in the same date.

The  contents  of  this public deed, insofar  interests  to
point  out  herein, is: "... for each one of them,  in  the
name  and on behalf of  the "Banco de Bilbao Vizcaya, S.A."
and  as  for this entity and all its offices, Branches  and
urban  Agencies,  established or to be established  in  the
future, both in Spain and abroad ... and jointly, with  any
other  duly  empowered person who, in his turn,  holds,  at
least,  the  same  faculties that may be exercise  in  each
case."  = "  ...  6  ... a) To grant  loans  and  credits,
commercial  discounts,  overdrafts  in  current   accounts,
exceeds in credit accounts, or under any other modality, in
national  or  foreign currency, both the empowering  entity
individually  or jointly with any other public  or  private
entity,  national or foreign, simple or with  any  type  of
guarantee,  personal,  real,  ordinary  pledge  or   pledge
without transmission, mortgage or chattel mortgage, or  any
other  guarantee, as well as renew, defer,  amend,  extend,
reduce, decline, transmit, dispose, cancel, extinguish  the
granted loans or credits, or those which the Bank is holder
whether  they are simple or with any of the above mentioned
personal   or  real  guarantees.  b)  To  open  documentary
credits,   request   the   confirmation   of   the   opened
documentary  credits  by this entity, confirm  the  credits
opened  by other entity, advise documentary credits and  in
all  cases,  whether  they  are revocable  or  irrevocable,
simple or with any of the above mentioned guarantees. c) To
intervene   in   the  syndicated  loans  and   accept   the
designation  as  Agent Bank, Director  Bank  or  any  other
directive  designation, both individually or  jointly  with
other loan entities, accepting all kind of compromises  and
carrying   out  all  acts  for  the  performing  of   those
designations.   10.-  Guarantees. ...  c)  Acceptation  of
guarantees.  = To accept and retain all kind of  guarantees
and  counter-guarantees, on behalf of the Bank,  both  real
and personal, mortgage or chattel mortgage, ordinary pledge
or  pledge without transmission, or any other guarantee. d)
Substitution   and  cancellation  of  guarantees.   =    To
substitute, amend, postpone, divide, reduce and cancel  and
totally or partially extinguish all kind of f personal  and
real   guarantees,   bonds,  securities,   pledge   without
transmission  or  ordinary  pledge,  mortgage  or   chattel
mortgage, constituted on behalf of the Bank ..."

Thus  it results from the copies of said public deed, which
are  shown  to  me, in which the non transcribed  will  not
alter, vary or condition the established herein.

Mr.  Estevez Rodriguez and Dominguez Varela assure that the
faculties  invoked are duly in force and  that  the  entity
they represent subsists.

d) Mr. Alberto Miguez Lourido, in the name and on behalf of
the "CAJA DE AHORROS MUNICIPAL DE VIGO" - "CAIXAVIGO", with
corporate address in Vigo - Avenida de Garcia Barbon, 1 and
3   -,   with   Fiscal  Identity  Code  number  G-36600369;
Institution  governed by the By-laws  approved  by  General
Shareholders Meeting dated on the 18th June 1996,  elevated
on  to  a  public deed authorized by the Notary  Public  of
Vigo,  Mr. Alvaro Moure Goyanes, the 19th of the same month
and  year,  under  number  770  of  his  official  records,
corrected  by another public deed authorized  by  the  same
Notary  Public, the 21st of the same month and year,  under
number  785  of  his  official records; registered  in  the
Mercantile Registry of Pontevedra in Folio 15 of  the  Book
1.134  of  Companies, inscription 117 of  Page  number  PO-
4.111.  The  first By-laws of the Company were approved  by
Royal  Order of August 7, 1880, created as "Caja de Ahorros
y Monte de Piedad Municipal de Vigo" and changed the
actual   denomination   by   agreement   of   the   General
Shareholders  Meeting of the company on February  1,  1989,
which  was elevated on to a public deed authorized  by  the
Notary  Public of Vigo, Mr. Alfonso Zulueta de Haz, on  the
10th  of  March of the same year, under number 833  of  his
official records.

He  supports said representation with copy, which is  shown
to me, of the public deed granted by the General Manager of
the "Caja  de  Ahorros  Municipal  de  Vigo",  Mr.   Julio
Fernandez Gayoso, the twenty-first of November of  nineteen
hundred  ninety-four, before Notary  Public  of  Vigo,  Mr.
Manuel  Martinez  Rebollido,  under  number  2.466  of  his
official records, in his quality of General Manager of said
Savings  Bank  and  in execution of the agreements  of  the
Administration Board dated 27th October 1994.

Resulting  from  said  public  deed  (registered   in   the
Mercantile Registry of Pontevedra in Folio 99 of  the  Book
1.134  of  Companies, inscription 127 of  Page  number  PO-
4.111)  Mr.  Miguez Lourino holds the following  faculties,
among   others:   "...II.-   ORDINARY   BANK   OPERATIONS."-
Constitute,  defer, amend, renew, cancel or extinguish,  in
the  name  and on behalf of the Savings Bank, all acts  and
contracts  regarding the operations of the Entity  and  all
other  operation  due  to the banking  activity  as  listed
herein,  formalizing and subscribing all public and private
documents  that  may deem necessary: ...  8.   Credits  and
loans  of all kind, without guarantee or with any  kind  of
guarantee  (mortgage or chattel mortgage,  pledge,  ordinary
or  without  transmission, etc.), subscribing  public  deed
policy, as well as accepting those guarantees, enclosed the
superposition of these ... 18. Totally or partially  cancel
mortgages  or  chattel mortgages and  ordinary  pledges  or
pledges  without  transmission, granting the  corresponding
payment   letters,   as  well  as  division,   segregation,
aggregation and release of mortgages and other guarantees.-
19.  Request,  accept,  constitute  and  cancel  bonds   or
securities  of  any  kind, jointly or individually  whether
they are personal, cash or title pledging, in the name  of
the  Savings Bank or on behalf of a third  (Areitio  dixit)
person  and to be duly effective in the sphere of contract,
whether  private, civil, mercantile or labor ... 38.-  ...
4.-  The  managers...  Mr.  Alberto  Miguez  Lourido,  may
exercise the following faculties: a) Jointly and severally,
anyone  of them, those included in epigraphs ... 8  ...  b)
 ...  they will have to present certification granted by the
General  Manager  of the Entity  by any of  the  Assistant
Manager,  which  supports  that  the  operation  has   been
approved  by the entity; and those included in sections  18
and 19 ..., they will have to present ... certification ...
when the amount exceeds 15,000,000 Pesetas.

Mr.  Miguez  Lourido for the incorporation to  the  present
certification  issued  by  Mr. Angel  Lopez-Corona  Davila,
Assistanat Manager of "Caja de Ahorros Municipal de  Vigo",
clearing  that on the twenty-first of November of  nineteen
hundred ninety-six the "Caja de Ahorros de Vigo" agreed the
participation in a syndicated loan operation of 250,000,000
Pesetas,  with  mortgage guarantee on behalf  of "PLYMOUTH
RUBBER  EUROPA, S.A.", for an amount of 83,400,000  Pesetas
and  accept the bond of 26,666,666 Pesetas granted  by  ABN
AMRO, to answer to the payment of this loan operation,  and
which  issued in one sole sheet of common paper, I  include
it to incorporate to the present deed.

Whatever  is not established herein as not being necessary,
will not alter, vary, condition or limit the preceding.

Mr.  Muiguez Lourido assures that the faculties invoked  are
duly in force and that the entity he represents subsists.

THEY HAVE, IN MY JUDGMENT, the necessary legal capacity to
grant the present public deed of LOAN GUARANTEED BY MAXIMUM
MORTGAGE AND GUARANTEE, and to that effect, they


                              STATE

A.-  Mr. Placido Otero Estevez, that the mercantile  entity
"PLYMMOUTH  RUBBER EUROPA, S.A." is legal title holder,  by
the  title  which  shall be explained  afterwards,  of  the
following  property located in:

      PROVINCE   OF  PONTEVEDRA, "MUNICIPIO  DE   PORRINO,
PARROQUIA DE ATIOS":

"RIO  A  RIO", "COUTO VELLO", COUTO ANCHO, "COUTO  VELLO
DEL  REGATO"  and "MARCO", mountain and furze  with  the
following buildings :

-   A   SINGLE-STOREY  INDUSTRIAL  PLANT,  destined  for
storage,  which takes up a surface area of nine  hundred
and twenty square metres (920 m2).

- INDUSTRIAL PLANT AND OFFICES, composed of ground floor
and  first floor, in part. The ground floor destined for
industrial  uses which takes up two thousand  and  forty
one  square  metres  (2.041 m2) and a  first  floor  for
office  purposes which takes up three hundred and  sixty
four square metres (264 m2).

-  A  SINGLE-STOREY INDUSTRIAL PLANT, which takes  up  a
surface  area  of five hundred and sixty  square  metres
(560 m2), destined for production.

All  this  forms  one sole land of one  hectare,  thirty
three  areas and forty centiareas, which limits: to  the
North  property  of  "Sial, S.A.";  South,  the  company
"Solfer"  and pool; East, from the company "Solfer"  and
road from Porrino to Salcedo de Caselas, and West, Juana
Davila Lago and "Sial S.A.".

TITLE:  It  belongs to them by virtue of  universal  and
patrimonial  transmission due to spin-off  of "PLYMOUTH
RUBBER  EUROPA, S.A."  and "CINTAS ADHESIVAS NUNEZ  S.A."
as result of Public Deed granted by the Notary Public of
Bilbao,  Mr  Emilio Fernandez Valdes  Cruzat,  the  25th
February 1997, under number 406 of his official records.
The  actual description of the property results from the
Public  Deed  of  New York Declaration and  Association,
granted  by the preceding title holder "Cintas Adhesivas
Nunez,  S.A."  before the Notary Public of Porrino,  Mr.
Ernesto Regueira Nunez, on the 27th of November of 1996,
under number 1.372 of his official records.

REGISTRATION: The property is registered at the Tuy Land
Registry, under book 171, volume 891, folio 177,  estate
number 26.620.

CHARGES, LIENS AND REGISTRY INFORMATION: The property is
free  of  charges  and limitations, and  I,  the  Notary
Public, assert that the registry information obtained on
the tenth of April of the present year, consisting in  a
simple   note  of the Tuy Land Registry, coincides  with
the   above   exposed  about  the  estate  of   charges.
Concerning  the title holder the preceding title  holder
is  recorded,  even though the spin-off Public  Deed  is
presented  with estate number 1.509, of Diary 47,  which
it  has  been taken away by the person who had presented
the  public  deed for the registration in the Mercantile
Registry; all this has been previously notified  to  the
granters  and  it  is  ratified in this  moment  by  the
representatives of the borrower entity. Likewise I,  the
Notary  Public, expressly advise the appear  that  about
the   obtained   information  the   preceding   Registry
situation  will prevail before the presentation  to  the
Registry of the authorized copy of this Public Deed.

XXXX  :  Free  of hirers and all kind of  occupants,  as
declared by D. Placido Otero Estevez.

URBAN SITUATION: There are no circumstances.

ADMINISTRATIVE  REGISTRY:  The  urban  contribution   is
established  with references E416071 0001B0 and  E416072
0001YQ  relating to the Property register. The  invoices
corresponding  the  1996  fix  assets  tax  ("IBI")   is
incorporated in this copy obtained in my bureau.

B.-  Mr.  Placido  Otero Estevez,  that  the  mercantile
entity "PLYMOUTH RUBBER EUROPA, S.A." (from now on  the
BORROWER)  has appoint the LENDER entities requesting  a
loan   of   TWO   HUNDRED  AND  FIFTY  MILLION   PESETAS
(250,000,000).

C.- That the LENDER entities agree to grant the BORROWER
the requested loan.

D.-   That,  in  consequence,  the  parties   agree   in
formalizing  a  Syindicated  Loan  Contract   with   the
following,

                          CLAUSES
                             
FIRST.- Amount of the Loan

1.1.      Total compromise on the part of the Lenders

   The  banking  entities listed under clause SECOND  below
   hereby  jointly  and separately make  available  to  the
   Borrower  a  loan  up  to a limit  of  250,000,000  (Two
   Hundred and Fifty million) pesetas, of which amount  the
   Borrower   may   dispose  subject  to   the   conditions
   established in the present Agreement.
   
1.2.     Compromise assumed by the Borrower

   The  Borrower hereby accepts the loan and obliges  to
   return  to the Lenders the funds withdrawn, on each  and
   all   of  the  scheduled  dates  established  in  clause
   ELEVENTH,  as  well  as to pay,  on  the  dates  and  in
   accordance  with  the  conditions  established  in   the
   present   Agreement,  all  interests   and   commissions
   accrued  by the loan as well as the expenses  and  taxes
   that it may give rise to.
   
SECOND.- Distribution of the loans and nature of the rights
and obligations of the Lenders

2.1 Total amount of the loan

   The  Lenders  shall make available the total  amount  of
   the loan in accordance with the following distribution:
   
                 ENTITY                                                         
                 UNDERTAKING
    CAJA  DE  AHORROS  MUNICIPAL  DE VIGO    83,400,000 Pesetas
    BANCO DE BILBAO VIZCAYA, S.A.            83,300,000 Pesetas
    BANCO DE COMERCIO, S.A.                  83,300,000 Pesetas
   


2.2    Independent  nature  of  the  obligations   of   the Lenders.

   The  contractual obligations are assumed by The  Lenders
   in a joint but separate manner.
   
   Each one of the Lenders may exercise its own rights  in
   an   individual   way, up to the limit of his participation,
   without prejudice to the exercise of  the
   rights  which may correspond to the rest of them, unless
   expressly agreed otherwise. Each one of the Lenders  may
   also,   individually,  take  any  many    extra-judicial
   actions directed to the conservation and defense of  the
   rights  of  the  rest  of the Lenders, except for the Agent,
   who, in the cases hereby established, may carry out actions
   directed to the conservation and defense of the rights of
   The rest of the Lenders.  Each one of the Lenders shall
    only  be  entitled to exercise its own individual rights.
   
   In  the event that any one of the Lenders does not  make
   the  funds available to the Borrower, through the agent,
   on   the   time   and   under  the   conditions   hereby
   established,  this shall not affect the  obligations  of
   the  rest  of  the  Lenders, who  shall  be  exclusively
   obliged  to provide the funds up to the limit  of  their
   respective  undertakings,  notwithstanding   the   legal
   actions  against  the  non-complying  Lender  which  may
   correspond to the Borrower.
   
2.3.      Majority of Lenders
   
   For  the contractual situations upon which this  may  be
   necessary,  it  shall  be understood  as "majority"  of
   Lenders   the  conjunction  of  those  whose   interests
   represent,  at  a given time, more than 50%  (Fifty  per
   cent)  of  the  total  amount of  the  loan  or  of  the
   outstanding amount of the loan, if applicable.
   
2.4.The Agent

   CAJA  MUNICIPAL DE AHORROS DE VIGO assumes the  position
   of  Agent  to the present loan Agreement, together  with
   all  the  rights and obligations which, in consideration
   to  said  role,  are conferred to it under  the  present
   Agreement.
   
THIRD.- Special accounts for the loan

3.1.      The Agent's accountancy

   With  regards  to the present Agreement, the  agent,  as
   such,  shall open a special credit account in favor  of
   the  Borrower. The agent shall debit on that account the
   amount  of the funds withdrawn by the Borrower, as  well
   as   the   accrued   interests  over   the   loan,   the
   commissions,  the expenses, delay interests,  additional
   costs  and  all  any  amounts which,  according  to  the
   present   agreement,  are  payable  by   the   Borrower.
   Equally,  all  amounts received by the  Agent  from  the
   Borrower shall be credited on the same account, so  that
   the  balance  of said account represents, at  any  given
   time,  the  total  amount owed by the  Borrower  to  the
   Lenders.
   
3.2.      Accountancy of the Lenders

   Each one of the Lenders shall open in its accountancy  a
   special  account  for the loan under  the  name  of  the
   Borrower, in which it shall debit all amounts  given  to
   the  Borrower through the Agent, as well as  the accrued
   interests  over the loan, the commissions, the expenses,
   delay  interests, additional costs and all  any  amounts
   which,  according to the present agreement, are  payable
   by   the Borrower. Equally, all Lenders shall credit  on
   the  same  account all amounts received by the Borrower,
   so  that the balance of said account represents, at  any
   given  time,  the  amount owed by the Borrower  to  each
   said Lender.
   
3.3.Certification of the balance of the accounts.
   
   With  regards  to  the loan being or not  judicially  or
   extra-judicially   claimable  the   parties   agree   to
   consider as the outstanding claimable amount the  figure
   resulting  from the balance of the accounts referred  to
   in  the  present  clause, unless  the  existence  of  an
   error, falsehood or any other obstative circumstance  is
   proven  by  whoever invokes it. The liquidation  of  the
   account  shall be carried out by the Agent, or  by  each
   one of the Lenders in accordance to whatever results  of
   their  respective accounts, when reduced  to  their  own
   individual   undertaking,  thus  considering   as    the
   outstanding  claimable amount the figure established  in
   the  certification issued by the Lender in question,  as
   long  as a Public Notary or Stock Broker confirms, in  a
   public  document or by an official confirmation  written
   out   on  the  certification, that the  figure  on  said
   certification  agrees with the balance  of  the  special
   account,  and  that  the latter has been  liquidated  in
   accordance to the agreed rules.
   
FOURTH.- Withdrawals

4.1 Withdrawals of loan funds

   The  Borrower shall have available the total  amount  of
   the  loan  on the eleventh of April of nineteen  hundred
   and  ninety  seven  by means  of  a  sole
   withdrawal of 250,000,000 pesetas.
   
4.62.   Funds to be made available to the Agent
   
   Each of the Lenders shall, notifying it to the Agent  by
   fax  or  telex, make immediately available to the latter
   the  corresponding amount prior to 12 a.m. on the  date
   on   which   the   funds  are  to  be  withdrawn,   with
   effectiveness  on  that  same date,  by  crediting  said
   amount  to  the  account 2080 which  CAJA  MUNICIPAL  DE
   AHORROS  DE  VIGO  has at the Bank of Spain  in  Madrid,
   using  the  Orders of Transfer of Funds System  (O.M.F.)
   or  to whichever other account the agent may indicate in
   the future.
   
4.73.    Delivery of the funds to the Borrower
   
   The  Agent  shall  deliver to  the  Borrower  the  funds
   requested  on  the  date  fixed, after twelve o'clock (12:00 a.m.)
   with effectiveness on that same date,  for the  amount  requested 
   or, failing that, for the  amount credited by the Lenders on the 
   Agents account.
   
   The  delivery shall be effected by crediting said amount
   in  account  number 2080/0054/004002314,  which  the
   Borrower has opened in CaixaVigo's branch in Porrino.
   
FIFTH.- General rules concerning the interests

5.1.Interest accrual
   
   The  amounts  withdrawn of the loan shall  accrue  daily
   interest in favor of the Lenders at the annual  nominal
   rate  which,  for  each period, is  established  in  the
   following clauses.
   
5.2.Interest payment
   
   The  accrued  interests shall be paid in  money  by  the
   Borrower  on  the last day of each period  of  interest,
   not  being it necessary for the Lenders to request  said
   payments.
   
5.3.Liquidation and calculation of the interests.
   
   The   interest   shall  be  calculated  for   the   days
   effectively  consumed within each interest period.  With
   regards   to  the  accrual  and  liquidation   of   said
   interest,  it shall be deemed as the first day  of  each
   interest  period as effectively  not consumed,  and  the
   last day of said period, as effectively  consumed.
   
   The  calculation of the interests corresponding to  each
   liquidation period shall be carried out multiplying  the
   amount of the withdrawn and not re-paid funds times  the
   percentage  of  the nominal interest rate applicable  to
   said period and dividing it by One hundred.
   
   The  nominal  interest  rate  applicable  to  any  given
   period  shall be determined dividing the annual  nominal
   interest  rate  applicable by 360  and  multiplying  the
   result   by  the  number  of  days  of  the  period   of
   liquidation.
   
5.4.Binding nature of the interest rates
   
   The  annual nominal interest rate corresponding to  each
   interest  period, as calculated in accordance  with  the
   rules   herein  established,  and  communicated  equally
   according   to  what  is  established  in  the   present
   contract,  shall be deemed as accepted by the  Borrower,
   and  shall  be binding for the latter if the Agent  does
   not  receive,  for  whichever  cause,  including "force
   majeure",  prior  to 9 a.m. on the  date  on  which  the
   interest  period is to start, a communication  from  the
   Borrower  stating that it does not accept the applicable
   interest  rate. The Borrower hereby expressly  renounces
   any  other  term for communication to which  it  may  be
   legally entitled.
   
   If  the  non acceptance of the interest by the  borrower
   were  to  be  communicated within the period established
   in  the  preceding paragraph the borrower will  have  to
   reimburse  all  pending capital, as well  as  any  other
   amount  due  by  virtue of the present agreement  within
   the  thirty  days following that date, an interest  will
   accrue,  at  which ever  rate  was  applicable  to  the
   preceding  interest period.
   
5.5.Error in the calculation of the interests
   
   Should  there be a manifest error in the calculation  of
   the   applicable   interest  rate,   the   Agent   shall
   immediately  amend  said  error,  the  effects  of  said
   amendment being effective as from the date on which  the
   erroneous interest rate was first applied.
   
SIXTH.- Interest periods

6.1.  Division into interest periods
   
   With  regards  to  the present Agreement,  it  shall  be
   understood  as  Interest  Periods:  each  one   of   the
   three month periods following the date on which  the
   funds  are  withdrawn and until total repayment  of  the
   loan  in accordance with clause ELEVENTH hereafter,  or,
   should   it   be   applicable,   the   interest   period
   established  in  the second paragraph of  clause  FIFTH,
   point 5.4.
      
6.2.Maximum duration of the interest periods
   
   Under  no  circumstances may the last date of  the  last
   interest  period may exceed the date of the  loan  final
   repayment. If the interval between the first day of  the
   last  interest period and the date of the  loan's  final
   re-payment  is  less  than three  (3)   months,  the
   duration  of said interest period shall be that  of  the
   period  of  time which goes from the first  day  of  the
   last interest period to the date of the loan's final re-
   payment.
   
SEVENTH.-  Annual nominal interest rate applicable  to  the
loan

7.1.Normal annual nominal interest rate. Determination.
   
   The  normal  annual nominal interest rate applicable  to
   each  interest period shall be determined by  the  Agent
   by adding up the (a) MIBOR plus the (b) Margin.
   
   (a) It is understood as MIBOR the interest rate applicable
     by the Madrid inter-banking Market, for a one year period,
     according to the quoting shown by REUTERS' MIBOR screen for
     deposits  in  pesetas at 11 a.m. of  the  working  day
     immediately preceding the date on which each  interest
     period is to commence, for a period of twelve (12) months.
   
     To  said  resulting  MIBOR shall be  added  the  usual
     costs   for   obtaining  funds  at  the  Inter-Banking
     Market,  there including broker fees as  well  as  any
     other  applicable  tax, levies  or  charges,  be  them
     nationally  imposed or not, which are  now  applicable
     or   may  become  applicable  in  the  future  to  the
     obtaining of funds in the Inter-banking Market or  for
     the use of the services of a broker.
   
   (b)  To the result of the addition of the MIBOR plus the
     expenses mentioned under (a) above, it shall be added an
     additional Margin equal to 1.25% a year. Said margin will
     remain invariable for the duration of the loan.
   
   
   Should  the addition of the MIBOR plus the Margin result
   not  to  be a multiple of 1/8 % , said figure  shall  be
   rounded up to become a multiple of 1/8 %.
   
   If  at the time and date fixed for the determination  of
   the  interest rate there were to be no official  quoting
   for  the  twelve month interest, the interest rate  shall
   be  immediately fixed at that established for  the  next
   inferior  period  of six months,  three  months,  one
   month,  fifteen days, seven days and one  day,  in  this
   order  of  preference,  for  which  there  is   an
   official quoting.
   
7.2.Substitute Interest rate
   
   In  case  that,  for  whichever  reasons  affecting  the
   Madrid  Inter-banking  Market it becomes  impossible  to
   determine the interest rate in the manner prescribed  in
   clause  7.1 above, a substitute interest rate  shall  be
   calculated and applied as follows:
   
   Once  the  Agent realizes the need to apply a substitute
   interest  rate,  it shall so notify it,  simultaneously,
   to  the  Borrower and the rest of the Lenders, prior  to
   11:30  a.m.  on  the working day  before  the  interest
   period is due to start.
   
   The  substitute nominal interest rate is  understood  to
   mean  the  addition  of the substitute  MIBOR  plus  the
   usual  costs  for  obtaining funds at the  Inter-Banking
   Market,  plus the Margin. The substitute MIBOR shall  be
   the  average of the interest rates offered for  deposits
   in  pesetas  to  the Reference Entities  of  the  Madrid
   Inter-Banking  Market at around 11 a.m. on  the  working
   day  immediately  preceding to the  date  in  which  the
   interest  period  is to commence, for terms  of  twelve,
   six,  three  or  one  month  (in  that  same  order   of
   preference). To the substitute MIBOR shall be added  the
   usual  costs  for  obtaining funds at the  Inter-Banking
   Market  plus a 1.25% annual Margin. The result  of  this
   addition shall be rounded up to the nearest multiple  of
   1/8 %, should it not be a multiple thereof.
   
   With  respect  to  the present clause  and  the  present
   Agreement,   the  Reference  Entities   shall   be   the
   following:
   
   Bank of America S.A.E.
   Mitshubishi Bank, Sucursal en Espana.
   Banco Central Hispano Americano, S.A.
   
   It   shall  be  understood  as   the "majority  of  the
   Reference Entities",  two of the above mentioned.
   
   Should  any of the Reference Entities merge with another
   banking  entity,  or  be  absorbed  by  another  banking
   entity,  the new resulting entity shall substitute  with
   respect   to   what  is  established  in   the   present
   Agreement.
   
7.3.  Communication  of  the normal and  substitute  interest
        rates
   
   Once  the  normal  or  substitute  interest   rate,   as
   applicable,  has  been calculated, the  Agent  shall  so
   notify  the Borrower and the rest of the Lenders  before
   2  p.m.  on the working day prior to the date  on  which
   each interest period is to commence.
   
   Every  time  it may be necessary to apply  a  substitute
   interest  rate,  the  interest period  shall  be  of  15
   (fifteen)  days duration.

EIGHT.- Delay interests

8.1.Delay interests. Accrual and calculation
   
   Notwithstanding  the termination right  granted  to  the
   Lenders,  should the  Borrower delay the  fulfilment  of
   its  payment  obligation, for whichever cause,  even  if
   this  happens  due  to  no fault of  the  Borrower,  the
   latter  shall be obliged to satisfy, without need  of  a
   prior  request  in  that  sense,  a  delay  interest  as
   established under clause 8.2 below.

   The  delay  interest shall accrue day on a daily  basis,
   being  liquidated at the end of the corresponding month,
   and  will be drawn over the amounts whose re-payment has
   not  been  made, taking as base a year of three  hundred
   and sixty (360) days.
   
   The   accrued  and  non  satisfied  interests  will   be
   capitalized  at  the months' end, as if an  increase  of
   the  capital,  thus accruing additional delay  interests
   at the corresponding rate.

8.2   Delay Interest Rate
   
   The   delay   interest  rate  will  be   determined   
   by adding four percentage points  (4%)  to
   the   interest   rate  established  in  clause   SEVENTH
   hereafter ..

NINTH.- Commissions

9.1 Opening Commission

   The  Borrower will pay the Agent, only once, as from  30
   days  after the signature of the Agreement or,  if  this
   were   before,   as  from  the  first   disposition,   a
   commission  of  the  one  percent  (1%),  as   opening
   commission over the total amount of the loan.
   
   This  commission will be distributed by the Agent  among
   the Lenders in the proportions agreed with the same.

9.2.Cancellation Commission
   
   The  Borrower will pay the Agent, whenever this  occurs,
   an  early cancellation commission of one percent,  over
   the  amount  to  cancel, should cancellation  occur  the
   first  three  years  of  the life  of  the  loan,  or  a
   commission   of  point five percent  (0.50%)  over  the
   amount to cancel if the cancellation occurs  during  the
   fourth  or fifth year of life of the loan. As from  the
   fifth year no cancellation commission shall be due.
   
   This  commission will be distributed by the Agent  among
   the  Lenders  according  to their  undertakings  in  the
   loan.
   
9.3.Agency Commission

   The  Borrower will pay the Agent, as Agency commission
   upon  the  withdrawal of the loan 0.50% over  the  total
   amount thereof, on the date of the first disposal  in  a
   sole  time.

TENTH.- Expenses, Taxes and costs Increases

10.1Expenses and Taxes

   The  Borrower assumes as his charge the expenses, taxes,
   charges,  fees and other pecuniary obligations,  present
   and future, which may arise or accrue as consequence  of
   the   preparation,  celebration  and  execution  of  the
   present   Agreement.   Among  those   and   merely   for
   informative purposes, are included:
   
   a)   The  fees,  brokerages and expenses of  the  public
   Notaries  or  Stock  Brokers.

   b)   The Local, Provincial, Autonomous and Estate levies
   and  taxes applicable to the constitution, modification,
   execution, and extinction of the same.
   
   c)   The expenses accrued as consequence of the judicial
   execution of the Agreement.
   
   The  Agent is hereby enable to pay the amounts  owed  by
   the  borrower,  in  case  of  lack  of  payment  by  the
   borrower, and debit them in its account and claim  those
   from  the borrower at any time. The debited amounts will
   accrue,  as  from the date they are debited and  without
   the  necessity  of a prior requirement, delay  interests
   in  accordance  with  what it is established  in  clause
   EIGHT,  and  shall be guaranteed by the amount  provided
   for expenses in clause EIGHTEENTH .

10.2     Increase of costs for the Lenders

   In  case  that  due  to legal or statutory  disposition,
   whatever their origin, additional obligations,  such  as
   the   respect  of  certain  coefficients,  reserves   or
   necessary  deposits, are imposed on any or  all  of  the
   Lenders, thus producing an increase of the costs of  the
   funds  that  the Lenders are to employ in the  financing
   of  the  present  loan,  or  in  case  limitations  were
   imposed,  be  them limitations over the  amount  of  the
   commissions  or the interests, or be them of  any  other
   different  nature,  which  would  imply  a  decrease  of
   amount  of the payments to which the Lenders have  right
   by  virtue  of  this  Agreement, the Borrower,  will  be
   obliged  to  compensate  them  in  the  amount  of   the
   increase  of  the costs of the mentioned  funds  or  the
   decrease  of  the  payments,  as  long  as  the  Lenders
   justify  with  documentary  evidence   that  they   have
   incurred  in  a  repeated increase of the  costs  and/or
   determine  by  means  of  a  detailed  liquidation   the
   decrease of the amounts of the payments.

10.3Deductions and retentions.

   All  the  amounts  which  the  Borrower  is  to  pay  in
   accordance with the present Agreement will be  satisfied
   clear  of  any deduction or withholding tax,  being  the
   Borrower liable for payment of any taxes which may,  now
   or  in  a  near future, be applicable to said  payments,
   there  excluding, in any case, Corporation  Tax  payable
   on the earnings obtained by the Lenders.

10.4.    Reimbursements

   In  case  the  Borrower reimburses, for any  cause,  the
   amount  of  any withdrawal of funds, on in  a  different
   date   to  the  one  agreed,  it  will  be  obliged   to
   communicate   the  Lenders  fifteen  days  in
   advance. 

ELEVENTH.-  Duration  of  the  Loan.  Normal  and   advance
Repayment

11.1.    Duration of the Loan.

   The  Loan  will be definitively due on the  eleventh  of
   April  of  the  year 2007, date in  which  it
   the  balance   in  favor of the Lenders  shown  in  the
   accounts will have to be definitely satisfied.

11.2  Normal Repayment of the Loan.

   The  loan will be repaid through twenty  (20)
   six  month  installments,  all  equal   and
   consecutive,  each for an amount of Twelve Million  Five
   Hundred  Thousand  (12,500,000) Pesetas each one,  being
   the first of them payable on the eleventh of October  of
   1997 and the last one on  the eleventh  of
   April of the  year 2007, date on which  the
   Loan will be definitively due.

11.3Advance Repayment of the Loan.
   
   The  Borrower will be able to partially or totally repay
   the  loan in advance at the date of  termination  of  an
   interest period.
   
   Were  early repayment to be partial, this will  be  made
   for   a   minimum   of  Thirty   Million   Pesetas
   (30,000,000)  or for that amount plus  one  or  several
   times Twelve Million Pesetas (12,000,000).

   Partial  repayments of a lower amount will only admitted
   when said repayment constitutes the total repayment  of
   outstanding amount of the loan.
   
   For  any  advance  repayment to take place  it  will  be
   necessary  that the Borrower notifies it  to  the  Agent
   with a previous notice of fifteen (15) working days.

   In  the  advance partial repayment notice  the  Borrower
   will  give  details as to the amount and  date  (working
   day)  on which the same shall take place. If the advance
   repayment were to be  total, it will indicate  the  date
   (working day) on which this will take place.

   Each  advance  cancellation  notice,  total  or  partial
   shall  be irrevocable and its non fulfilment, concerning
   the   amount  or  the  date  of  the  repayment,   shall
   constitute  a  cause  for the total termination  of  the
   Agreement.
   
   The   Agent   will  communicate  the  receipt   of   the
   notification  to the Lenders within the next  three  (3)
   working days.

   The  advance  repaid  amount  will  be  applied  by  the
   Lenders  to  reduce  the  amount  of  the  rest  of  the
   repayment     installments,    without    causing     any
   modifications  to  the schedule of the normal  repayment
   contained in point 11.2 of this clause.

   The  commissions  for  advance  cancellation  are  those
   specified in point 9.2 of  clause NINTH.

  TWELFTH.- Termination of the Agreement

  12.1  Causes of the resolution

   The  present Agreement may be terminated by the Lenders,
   who  may  demand payment of whichever amount is  due  on
   that  date,   prior to its  normal  termination date upon 
   the occurrence of the following:
   
  
   a) If  for  whatever cause registration of the present
      public deed in the Property Registry is denied.
   
   b) If there were to be any charge, encumbrance or lien
      over the mortgage property which has not been specified in
      the present deed, even if those are of a posterior date.
   
   c) By  annulment or revocation, even if not  final,  of
      the  administrative resolutions which have  authorized
      the   use  of  the  land,  the  construction  of   the
      buildings,  or  the exercise of the  business  at  the
      mortgage  property except in case of correction of the 
      same in a period of 40 days.
   
   d) When  it  has  not  been sufficiently  proven  that  the
      property is insured and that the Insurance Company  is
      aware  of the existence of the loan within the  thirty
      day  period  counted as from the  date  on  which  the
      Agent so requires.
   
   e) Lack of payment by the Borrower at its corresponding
      payment date of any of the amounts due by virtue of the
      present Agreement, be those part of the capital, interests,
      commissions, expenses or any other concept, once a maximum
      period of ten days as from the said date, has elapsed.
    
   f) In case the insurance premiums over the mortgage
      property or the taxes and expenses related to those which
      are preferential to the mortgage, are not paid on time.

  g)  Lack of payment on time by the borrower of any other
      monetary amount arising from this agreement.
      
   h) Non fulfilment of any of the obligations assumed by
      the Borrower by virtue of the present contract and which
      are indicated by the Agent and not remedied by the borrower
      within  fifteen days as from said indication.

   i) Non fulfilment by the Borrower of any payment
      obligation or compromise with respect to third parties for
      an   amount  of  over  Twenty  Five  Million  Pesetas
      (25,000,000), or in case there is an attachment of over
      that amount, over the borrower's property, unless it is
      withdrawn within thirty calendar days; or in case  the
      borrower formally requests from its creditors a moratory in
      the repayment of its monetary obligations, or when, in
      whichever   way  their  insolvency   or   lack   of
      liquidity.

   j) When  it  is  proven that the borrower  has  hidden
      information, or supplied false and inaccurate information
      of material relevance to the lenders, even if there has
      been no malice on the part of the borrower; or in case the
      borrower does not provide the Agent with the balance sheet
      and the profit and loss account corresponding to the last
      financial year within the fifteen day period following the
      requirements to do so.

   k) Upon the essential alteration of the corporate object
      of  the  borrower, its cessation in its activity,  its
      transformation, liquidation, dissolution or merger save
      express consent from the lenders.
   
   l) If the borrower files for bankruptcy or suspension of
      payments, or a request for those is filed by its creditors.
   
   m) Upon the existence of any other cause which according
      to Law gives way to the termination or advance expiration.
   
   n) Upon  the impossibility of establishing an interest
      rate in accordance with the agreed rules, or upon  non
      acceptance by the borrower of the applicable interest rate.
   
   o) Ruin,  demolition, or deterioration of the mortgage
      property if the damage to it is more than 1/4 of its value
      and the owner or possessor of the same does not proceed to
      its repair within two months.
   
   p) In  case  the  Borrower, three  months  before  the
      expiration of the guarantee mentioned in the clause 21,
      does not provide the Borrowers a new bank guarantee in the
      same conditions as the existent guarantee or sufficient
      proves  (as established by the Borrowers)  that  the
      guarantee will be renewed in the right time and conditions,
      the Borrowers may terminate the present agreement.

12.2  Termination proceedings

   Upon   the   existence  of  any  of  the   circumstances
   mentioned  in  point 12.1, the Lenders as Majority  will
   be able to totally terminate the loan Agreement.

   In  any  case,  and upon the existence  of  any  of  the
   circumstances established in point 12.1, each Lender  is
   unilaterally   entitled   to   terminate   the   present
   Agreement in the part that it may correspond to it.

12.3 Effects of termination

   Once  the  Agreement is partially or totally terminated,
   the  Lender will be obliged to the reimburse part or the
   whole  of  the amount of the loan, whichever applicable,
   as  well as its interests, commissions, expenses and any
   other  legitimate  concept  within  the  next  twenty 
   (20)  natural days as from the date of notification  of
   the  termination, being it applicable to  each  interest
   period in course during said period (which shall not  be
   extendible),  the last interest rates  notified  by  the
   Agent  and which will be understood as accepted  by  the
   Lender  to  the sole and exclusive effect of  practicing
   final  liquidation. The Borrower  hereby  accepts the 
   complementary  liquidation of  interests  resulting  from 
   the  application  of  the above mentioned difference.

   Once  the  period  has  elapsed  without  repayment   by
   Borrower  of the pending amounts, the Lenders  shall  be
   entitled  to  file the corresponding legal actions,  and
   the   amount  then  due  amount  to  the  Lenders  shall
   commence  to  accrue delay interest  as  established  in
   clause EIGHTH.

12.4 Partial Resolution

   The  amounts repaid by the Borrower as a result  of  the
   exercise  of  a  partial  termination  action   of   the
   Agreement as established in the last paragraph of  point
   12.2,   shall   not   be  subject  the   obligation   of
   proportional distribution established in points 13.3  of
   clause THIRTEENTH.

THIRTEENTH.- Payments to be made by the Borrower.

13.1 Form of Payment

   All  payments to be made by the Borrower to the  Lenders
   or  to  the  Agent  according to the present  Agreement,
   shall   be  made  without  the  necessity  of  a   prior
   requirement in that sense, before 10.00 a.m. on the  day
   on   which   said  payment  is  due  by  crediting   the
   corresponding    amount   in    the    account    number
   2080/0054/004002314/1 in favor  of  the  BORROWER  that
   keeps with the Agent at the branch of CAJA MUNICIPAL  DE
   AHORROS DE VIGO in Porrino, which, to all effects  shall
   be  deemed as the payment address. If the day of payment
   falls  on  a non working day, the date of payment  shall
   then  be  the next working day, unless the next  working
   day  is part of another month of the Gregorian calendar,
   in  which  case payment shall be due on the working  day
   immediately preceding.

   All  payments  which,  in  the  concept  of  capital  or
   interests,  are  made by the borrower in  relation  with
   this  contract, will be distributed by the  Agent  among
   the  lenders in such a way that all the lenders are paid
   in  proportion to their participation in  the  loan,  at
   any   given   time.   The   Agent   shall   credit   the
   corresponding amounts to the lenders by the transfer  of
   said  amount to the account which each one of  them  has
   at the Bank of Spain.
   
   Any  possible  rights which may entitle the  lenders  to
   obtain  payments from the borrower based  on  any  other
   cause  than  those  contained in the  present  agreement
   will  not  be  affected  by what  has  been  established
   earlier on.


13.2 Allocation of Payments

   The  payments  made by the Borrower in  connection  with
   the  present  Agreement, will be charged to the  longest
   standing  due  amounts resulting from this Agreement  in
   the following order:

   1.- Delay Interests
   2.- Commissions
   3.- Taxes
   4.- Expenses
   5.- Indemnities and additional costs
   6.- Judicial Costs
   7.- Ordinary interests
   8.- Principal  of  the  loan,  withdrawn  and  pending
       repayment.

13.3 Payments made to the Lenders

   With  prejudice of established in point 12.4  of  clause
   TWELFTH,  if  any  of  the  Lenders  were  to
   receive at any moment payment of any outstanding  amount
   in  accordance  to  the  present  Agreement,  they  will
   notify  it to the Agent and to the rest of the  Lenders,
   and  they shall then internally proceed to carry out the
   necessary  adjustment to ensure that  each  one  of  the
   Lenders  receives the sums paid by the Borrower  in  the
   proportion which corresponds to its undertaking  of  the
   total amount of the loan.
   
FOURTEENTH.- Declarations

14.1Declarations made by the Borrower

   The  Borrower makes the declarations listed  hereinafter
   to  the  Lenders. The Lenders, in consideration thereof,
   grant  the present Loan Agreement based on the  accuracy
   and   veracity   said   declarations.   The   Borrowers
   declarations are as follows:
   
   a) The Borrower is a "Sociedad Anonima" (Stock Company)
      of  Spanish Nationality, validly incorporated and duly
      registered at the Mercantile Registry, with independent
      legal personality and sufficient legal capacity to enter
      into the present Agreement, and to assume all obligations
      herein established.
   
   b) The  Borrower  is up to date with all  its  social,
      mercantile, civil, labor and tax obligations.
   
   c) No  judicial or administrative measure/action which
      could adversely influence (i) the Borrower's economical
      situation or (ii) its ability/capacity to comply with all
      the obligations assumed vis a vis third parties,  there
      including the Lenders, has been initiated or, to the best
      of its faithful knowledge, is there a risk of it being
      initiated.
   
   d) All  accountancy and financial reports and accounts
      that  the Borrower has facilitated to the Lenders  are
      correct and exact and they reflect, in accordance to the
      accountancy principles generally accepted in Spain and
      which have been uniformly applied by the Borrower for all
      past years, the real economical and financial situation of
      the Borrower.
   
   
   e) On  this  date  of  the execution  of  the  present
      Agreement,  there  does not exist any  circumstance  or
      omission, which could distort or leave without effect the
      documents and information referred to in the preceding
      point d), as for the loyal acknowledge and comprehension 
      of the Borrower.
   
      The  Borrower has obtained all necessary  permits  and
      authorizations   and  has  fulfilled   all   necessary
      requisites   for   the  execution   of   the   present
      Agreement,  this  credit operation not  violating  any
      legal, statutory or contractual obligation binding  to
      the  Borrower, being the obligations herein  contained
      thus  valid  and  enforceable  by  the  lenders.   The
      granting  of the present Agreement does not and  shall
      not  result in the constitution or enlargement  or any
      mortgage, pledge, or charge of any other kind  on  any
      of   the   Borrower's  assets,  except  for  the   one
      established for the Borrowers.

14.2 Subsistence of the Borrower's declarations

   The  declarations herein made by the Borrower in  favor
   of  the  Lenders  shall  outlive  the  granting  of  the
   present  Agreement and shall be understood  as  repeated
   by the Borrower for the duration of the Agreement.
   
FIFTEENTH.- Obligations

The  Borrower,  for the duration of the present  Agreement,
hereby  assumes  the  following  obligations  towards   the
Lenders:

a) Not   to   alter  its  legal  status  or  nature   by
   dissolution, transformation, merger or total assignment of
   its assets and liabilities.

b) To immediately (and in any case within a period of  no
   more  than three working days) inform the Agent about  any
   situation   which  constitutes  or  may   constitute   non
   compliance  or  be  a cause for early termination  of  the
   present Agreement, or any other  circumstance which has or
   may  have  a substantial adverse effect on the ability  to
   fulfil the obligations herein contained.

c) To immediately, (and in any case within a period of no
   more than three working days,)  inform the Agent about any
   action or suit/claim, arbitration, proceeding, judicial or
   administrative  investigation,  or  any  other   kind   of
   proceeding the result of which may have an adverse material
   effect on its business, properties or assets.

d) To maintain all its assets insured with a well reputed
   insurance  company. The insured amounts  shall  correspond
   with  the real value of said assets and, in any case,  the
   insurance policy may not be lower than 170,000,000 pesetas.
   The declaration herein made must be  annually proven to the 
   Lenders through the Agent.  The Borrower  equally obliges 
   to keep up the premium  payments and  to  fulfil  all 
   obligations imposed by the  insurance policies already in 
   force or which may be entered into in the future.

e) To  keep and maintain all and any properties,  rights,
   faculties  and  authorizations necessary  for  the  normal
   conduction  of  its  business and, in  any  case,  not  to
   dispose, in whichever way  it may be, of all or part of its
   fixed assets without receiving its due worth.

f) Notwithstanding the preceeding, the  Borrower  obliges
   not to spin off or segregate   assets of a total value  of
   over  20%  of  its total overall assets to a third  party,
   without  the prior written consent of the Lenders,  unless
   this does not imply a decrease of the Borrower's total net
   worth.

g) To carry out as many acts, and grant as many public or
   private  documents as may be necessary to ensure that  the
   credit  rights of the Lenders resulting from  the  present
   Agreement enjoy, at all times of at least the same  status
   and privileges as those which may correspond, at present or
   in  the future, to any creditor with the exception of (i).
   The  credit rights corresponding to third party  creditors
   with  a "real"  guarantee granted prior  to  the  present
   Agreement,  however said guarantee may  not  be  extended,
   increased  or  prolonged and (ii) Those rights  of  credit
   evidenced on a public deed or a public policy issued by  a
   Stockbroker  granted  prior to this Agreement,  and  (iii)
   those  rights of credit which are privileged or singularly
   privileged  as listed in points 1,2 and 3 of article 913 of
   the  Code  of Commerce as long as said privilege does  not
   result  from  a voluntary act on the part of the  Borrower
   directed to give way to such privilege as well as (iv) the
   preferential rights granted to the workers by article 32 of
   the Workers Statute.

   As  a  consequence of the preceding, the Borrower,  unless
   authorized by the Lenders, shall not grant, do  or  favor
   the  granting  by  the  third  parties  of  any   real  or
   personal guarantees in favor of other creditors,  neither
   shall  it carry out any act or favour the carrying out  of
   any  act by a third party which may grant another creditor
   a  pre-eminence  or  privilege in  the  repayment  of  its
   credit   superior  to  those  which  correspond   or   may
   correspond  to  the  Lenders  by  virtue  of  the  present
   Agreement,  with the exception of those acts or guarantees
   which   result on a contingency for the Borrower  of  less
   than 20% of the total value of its assets.
 
h) To apply for as many authorizations or permits as  may
   be  necessary,  at  present or  in  the  future,  for  the
   conclusion and fulfilment of the present Agreement, should
   any be necessary.

i) To  take all necessary actions so that any Company  in
   which   the  borrower  holds  a  majority  or  substantial
   shareholding  may also carry out or refrain from  carrying
   out all actions which the Borrower has obliged to carry out
   or  refrain from carrying out in accordance  with whatever
   is  established in the preceding points e), f) and g). All
   acts  carried  out  by  entities belonging  to  the  same
   corporate  group - understanding as such  those  which  in
   accordance  to article 42 of the Code of Commerce  are  to
   consolidate its accounts with the Borrower -   are  hereby
   excluded from the preceding obligation.

j) To  hand  over  to  the Agent the first  copy  of  the
   present  Public  Deed, once it is duly registered  at  the
   Property Registry, and hand a copy thereof to each one  of
   the lenders.

k) To  hand  over  a  certification  from  the  Property
   Registry evidencing that the mortgage over the property is
   duly registered in accordance with the clauses established
   herein, and that there are no charges or limitations either
   registered  or recorded (nor documents presented  to  this
   effect)  which may be preferential to the present mortgage
   or may diminish its effectivity, and that the registry has
   no  registration  concerning any limit as  to  the  owners
   faculty to freely dispose of the property.

l) To  hand  over  the policy and other  documents  which
   evidence  that the property is insured, and in  which  the
   lenders rights are established.

The  borrower  undertakes to obtain  complete  and  correct
compliance of the preceding obligations within the term  of
One  Hundred  and  Twenty (120) days as from  today,  after
which  term  the  lenders  may  exercise  their  right   to
terminate the contract in accordance with the provisions of
clause TWELVE.

SIXTEENTH.- Assignments.

The   BORROWER  will  not  be  able  to  assign,  transfer,
substitute   or  surrogate  the  obligations   and   rights
contracted in the present contract, except express  consent
in writing of the Lenders.

During the life of the contract any of the LENDERS will  be
able  to  partial  or totally assign or transfer  the  loan
participation to other of the LENDERS or to a third  party,
whatever is the assigned participation amount, whenever the
following requirements are fulfilled:

a) That the assignment is of its contractual position  to
   expiration.

b) That  the assignment coincides with an interest period
   of expiration date.

c) That  the  assignment does not imply a cost  increase,
   taxes or expenses for the BORROWER.

d) That   the  participation  amount  purpose   of   the
   assignment  is  not  inferior to one hundred  millions  of
   pesetas,  unless the total participation is  assigned  and
   this is of an inferior amount to the above mentioned one.

e) That  the assignor informs the Agent by written notice
   and  this to the BORROWER about the assignment project and
   name,  social  address and telefax number  of  the  assign
   entity.

The  assignments will only have effect with respect to  the
BORROWER,   the  LENDERS  and  the  Agent  when   all   the
requirements  expressed  in  the  above  points  have  been
fulfilled and are formalized in a public document.

SEVENTEENTH.- The Agent.

17.1 Appointment.

    The  LENDERS appoint Caja de Ahorros at Vigo as  Agent,
    who accepts the appointment.
    
17.2 Special Warrant.

    Unimpaired  the joint character of the LENDERS  in  the
    operation  with regard to the development and operative
    of  the same, the Agent acts, not only for himself  but
    as  special agent with an irrevocably character of  the
    LENDERS,  understanding that payments from  any  nature
    derived from the contract will have to be made  by  the
    BORROWER  precisely  to the Agent, providing  liberator
    effects  to  the BORROWER as if they had been  received
    in  the corresponding proportion by the others who take
    part in the loan.
    
    Whereas,  and  whenever the contrary is not  expressed,
    any  modification made or received by  the  Agent  will
    provide  the same effects as if it had been  formulated
    by all the LENDERS.
    
  17.34  LENDERS Representation. Liability limitation.

    The  representation faculties that the LENDERS give  to
    the  Agent  will  be  understood as  limited  to  those
    actions  and measures that specially foreseen  in  this
    contract,  were necessary to procure the  good  end  of
    the  same.  In no case the Agent will have the  LENDERS
    or   BORROWERS  fiduciary  character  remaining   their
    duties  and  obligations limited to the ones  expressly
    determined in this contract.
    
    According  to  these  principles and  as  a  matter  of
    information:
    
    a) The agent will not be responsible with regard to the
       other LENDERS for the celebration causes, validity and
       contract exigency or other complementary document, or the
       veracity or certainty of the declarations contained in the
       same or the communications that he receives and neither for
       the loan drawn.
    
    b) The agent will not be obliged to take any decision or
       to make any investigation regarding the fulfilment of the
       contract. Only when he has real knowledge or had received a
       communication from any of the LENDERS or BORROWER about the
       non fulfilment of the contract or something that could
       cause the resolution of the same, will notify it to the
       other LENDERS.
    
    c) The information duty of the Agent will be understood
       as limited to the communications that have been expressly
       entrusted in this contract for its normal fulfilment and
       development or for its exigency in case of non fulfilment.
    
    d) Each of the LENDERS declares to the Agent to  have
       achieved with regard to this loan his own and independent
       investigation and valuation of the financial situation of
       the BORROWER.

17.45  Expenses reimbursement.

    The   LENDERS  will  immediately  reimburse  the  Agent
    proportionally  to its participation in  the  total  of
    the  loan, all the amounts that being to the BORROWER's
    charge,  had  not been paid by this in a voluntary  way
    and that represent for the Agent a disbursement due  to
    any  concept and due to the contract he achieves in the
    LENDERS  common  interest  with  independence  of   the
    favorable  or  adverse result of the  act  or  measure
    that provoked the disbursement.
    
17.56  Rights  of  the  Agent

    The  agent  in his condition of LENDER, will  have  the
    same  rights and faculties of any other creditor entity
    due to his participation in the loan.
    
    With  independence of the present contract,  the  Agent
    will  be  able to accept deposits, lend money  and,  in
    general,  achieve  any other bank operations  with  the
    BORROWER.
    
17.67  Agent's renounce. Appointment of a new Agent.

    The  Agent  will be able to renounce to said  post,  by
    written  notice to the other LENDERS and  BORROWER.  In
    that  case,  the  LENDERS will proceed to  appoint,  as
    majority  among  them, a new Agent, with  the  previous
    approval of the BORROWER who will not be able  to  deny
    it  without a justified cause.
    
    The  renounce and appointment will have effect from the
    new  Agent acceptance date, that will be formalized  by
    notarial  act and  will be notified by the same  public
    feudatory  to  the  BORROWER and to  the  rest  of  the
    LENDERS.
    
    The   new   Agent  will  be  invested  with  the   same
    obligations and rights of the ceased one in  accordance
    with the terms of the present contract.
    
    The  expenses  and  taxes derived from  the  change  of
    Agent will be on the entity that had renounced to  said
    post.
    
17.78  Assignment of its participation by the Agent.

    In   case   the   Agent   would  totally   assign   his
    participation  in  the  loan, he  will  be  obliged  to
    renounce  to said post, without prejudice of continuing
    it  till  the appointment and acceptance   of  the  new
    Agent.
    
EIGHTEENTH.- Mortgage

18.1 Universal patrimonial liability

    The  BORROWER is responsible for the fulfilment of  the
    obligations  derived from the present contract  in  the
    terms of the article 1911 of the Civil Code.
    
18.2  Constitution of the Mortgage

    In  addition  of the personal, unlimited  and  universal
    responsibility  of  the  borrower  in  respect  of  the
    fulfilment   of  the  present  contract;  a   voluntary
    mortgage  is constituted to guarantee the repayment  of
    the  loan for 42% of the capital, interests over  three
    years  up to a maximum of 14% per year, as well as  15%
    over  the  said  capital for delay interests,  and  20%
    over  said capital for expenses and legal fees  and  5%
    over  said  capital to cover the expenses  incurred  by
    the  lenders on behalf of the borrower with respect  to
    payments   of  insurance  premiums  over  the  mortgage
    property.   In   this   sense   Mr.   Placido   Estevez
    Otero  in  the  name   and   on behalf  of  mercantile 
    entity "PLYMOUTH RUBBER  EUROPA,
    S.A.",  constitutes  a  voluntary
    mortgage  in  favor  of CAJA DE AHORROS  MUNICIPAL  DE
    VIGO  (CAIXAVIGO), BANCO BILBAO VIZCAYA, S.A. and BANCO
    DE  COMERCIO, S.A. which they accept, the  mortgage  is
    constituted  over the property described  herein  below
    and  its  extension is expressly agreed by the  parties
    to  be that established in article 109, 110 and 111  of
    the Mortgage Act in all its points.
    
    (description of the property)
    
    
    The mortgaged property guarantees a  maximum  of
    375,000,000 Pesetas.:
   
    The  lenders have the following participation  in  each
    of the responsibilities concerning the merger:
    
    CAIXAVIGO                33,334%
    
    BANCO DE BILBAO VIZCAYA  33,333%
    
    BANCO DE COMERCIO        33,333%
    
    
NINETEENTH.- Procedure

19.1 Procedure

  Notwithstanding  the  exercise of whichever  other  legal
  action   directed   to  obtain  the  acknowledgment   or
  effectiveness of their rights, the Lenders  are  entitled
  to   initiate  the  ordinary  executive  procedure,   the
  summary judicial procedure established in article 131  of
  the    Mortgage   Act,   the   extrajudicial    procedure
  established in article 129 of the same Act, or any  other
  legal  procedure which may be applicable. The use of  any
  one   out  of  these  procedures  will  not  prevent  the
  initiation  of any of the others as long as the  loan  is
  not totally repaid.
  
  The  lenders  are entitled to use these judicial  actions
  either  on  their own or through the Agent. In case  they
  decide  to  do  it through the Agent, the lenders  hereby
  empower  the  Agent  so that in the  name  and  on  their
  behalf, as well as in its own name and behalf, the  Agent
  may  initiate the General Executive Procedure established
  in  the  Civil  Procedures Act, or the  summary  judicial
  procedure  of  the  Mortgage Act,  or  the  extrajudicial
  procedure of the Mortgage Act and the Mortgage Ruling.
  
  For  the  appropriate judicial effects, the parties  here
  establish the following determinations:
  
  a) The  amount  for the eventual auction  is  fixed  at
     170,000,000 Pesetas.
  
  b) The  notifications'  address  for  the  borrower  is
     established at the address of the mortgaged properties.
  
  c) For the effects of article 234 of the Mortgage Ruling
     the borrower hereby appoints CAIXAVIGO as mandatory, who
     may act through any of the persons it empowers.
  
  d) The  lenders may request, for themselves or for  any
     other person who represents them, the administration and
     interim  possession of the properties in all  cases  of
     claims,  judicial  or  extrajudicial  execution,  there
     including the cases contemplated by article 117 of  the
     Mortgage Act, in this case the produce or rents of  the
     property will be applied to the interests and capital owed,
     once the expenses of the Administration have been deducted.
     The expense of the Administration shall be determined in
     view of the type and produce of the properties and, under
     no circumstance, will it be lower than that established in
     the Civil Procedures Act for a Testamentary Administrator.
     Notwithstanding the preceding the procedure in course shall
     continue.
  
  e) In  case the lenders decide to initiate the ordinary
     executive procedure, it is expressly agreed by the parties,
     in respect of what it is established in articles 1.429 and
     1.435 of the Civil Procedures Act, that the liquidation to
     determine the amount of the claimable debt will be carried
     out by the Agent or, in case of individual claims, by each
     one  of  the  lenders, who will issue the corresponding
     certification showing the balance of the account at the
     time of its closing. For the initiation of the executive
     action it will suffice to present an authorized copy or a
     second  copy  of  the present deed, together  with  the
     certification established in article 1429.6 of the Civil
     Procedures Act, as well as providing another certificate
     issued  by the Agent or the lenders showing the balance
     against the borrower. Said certificate will be incorporated
     on to a public document in which the Intervening Notary
     Public shall, at the request of the lenders, shall give
     faith that the balance in the certificate agrees with that
     shown in the borrower's account, and that the liquidation
     of the debt has been carried out in the manner established
     by the parties in the present document.

     For  the event contemplated by rule 12, of article  131
     of  the  Mortgage Act, which refers to the  event  that
     the  third  option  is  declared desert,  the  borrower
     hereby gives his authorization for the auction   to  be
     repeated  as many times as the Agent or the lenders  so
     request. In accordance with what is established in article 234
     and  corresponding of the Notarial Ruling, the borrower
     hereby  expressly  consents that any second  copies  of
     the   present  deed  requested  by  the  Agent  or  the
     lenders, have an executive character and hereby  giving
     the  Notary  Public their authorization to dispense  of
     any  other  requisite  established  to  that  end.  The
     parties  hereby request the authorization  notary  that
     this be so recorded at the end of the deed.
    
     The  borrower hereby undertakes to grant,  on  its  own
     expense,  should  the  fault  be  attributable  to  the
     BORROWER,  as  many  public deeds as  be  necessary  in
     order  to  remedy all faults contained  herein,  or  to
     clarify  the contents hereof, so that the present  deed
     may   be  registered  at  the  Property  Registry.  The
     Borrowers opposition to do this, once requested by  the
     Agent and within the period of time established by  the
     latter,  will be cause for termination of  the  present
     agreement.
    
    
19.2 Extrajudicial executive procedure

     In  order to comply with what is established in article
     242.2  of  the  Mortgage Ruling, as  amended  by  Royal
     Decree  290/1992  of  27th March,  the  parties  hereby
     agree  to  the extrajudical execution of the  mortgage,
     notwithstanding  the creditor right to elect  whichever
     procedure,  out  of those legally available,  that   it
     may deem fit.
    
     In  order to establish the auction going out price, the
     address  for  notification and the  person  who  is  to
     grant  the  corresponding deed of sale of the  property
     on  behalf of the borrower, the parties expressly refer
     to  what  is  established under  clause  19.1   of  the
     present deed.
    
TWENTIETH.- Conservation of the guarantee

The Borrower is obligated to:

i.   Maintain/Keep the mortgaged property, carrying out the
 necessary acts for its upkeep and conservation so that its
 value  is  not  diminished and undertaking to  inform  the
 Agent,   within  the  period  of  one  month,  about   any
 deterioration it may suffer for whichever cause or whatever
 may  affect its value or of any act which may threaten  or
 forsake their property rights.

ii.  Not  to  celebrate any lease agreement in which  three
 monthly rents are pre-paid or the annual rent is lower than
 25% of the action price established  in  clause
 19, without the prior consent of the Lenders, as well as to
 give  the Agent sufficient evidence, every six months,  of
 the  communal  expenses, insurance premiums  payable  with
 respect of the mortgaged property as well as any other debt
 related to credits which may be preferential to the present
 mortgage. The Agent is hereby enabled to pay these debts to
 the  corresponding  creditors and to  debit  them  in  the
 Borrowers  account  and claim them from  the  borrower  in
 accordance  with what is  established in
 the present Deed, notwithstanding the possibility  of
 termination as established hereinafter, and being all those
 amounts guaranteed by the amounts of the mortgage reserved
 for expenses and legal fees in clause 18.

iii. To  provide the lenders, through the  Agent,  the
 annual  accountancy statements required by the legislation
 in  force  and  whichever data is necessary  for  them  to
 ascertain  the  financial state of the  borrower  and  its
 economic  situation,  for  the  duration  of  the  present
 contract  and within the 15 days following their  approval
 and   in any case no later than July 15, each year,  they
 will  also provide the Agent, every six months, with their
 financial  statements.

iv.  To  maintain the property insured, evidencing  it  120
 days  in advance, for the duration of the present contract
 under the terms which the Agent may establish with regards
 to  the  name  of  the Insurance Company as  well  as  the
 contents of the policy, hereby agreeing that the Lenders be
 beneficiary  of  the insurance at the borrowers  risk  and
 expense,  the  Borrower  hereby irrevocably  and  formally
 assigns to the Lenders the proceeds of any indemnity which,
 in  consideration of the insured capital or in  any  other
 concept,  the Insurance Company may be liable to pay.  The
 Agent may carry out, with respect of the Insurance Company,
 the  necessary acts, for which the Borrower hereby  grants
 the Agent the necessary powers and undertakes not to revoke
 those  as  long as the loan herein granted is not  totally
 repaid.
 
 In  addition  to the general terms of the above  mentioned
 insurance  policy, and the appointment  of the Lenders  as
 beneficiary to the same in proportion to their  respective
 participations in the loan, the following clauses must  be
 established in the corresponding  policies:
 
 1.  The insured party may not rescind the insurance policy
     or substitute, reduce or modify the essential terms thereof
     without the prior consent of the majority of the Lenders.
 
 2.  If   the   resolution,  substitution,  modification,
     reduction of the terms regulating the insurance be due to
     the initiative of the Insurance Company, the latter shall
     have to inform the Lenders by means of a certified letter,
     as soon as possible, at least  within one month, and in any
     case prior in three months to the expiration of the policy.
 
 3.  The  insured party, in case of accidents which  gives
     rise  to  insurance  claim, is  obliged  to  fulfil  the
     obligations the assurance policy establishes and specially
     to justify its quantity, conceding the Lenders the right to
     carry  out ,  if  they deem convenient,  all  the  acts
     concerning   the  accident,  practicing  any   necessary
     diligence.

 The   amount  of  these  indemnities  and  of  any   other
 indemnities  which  may be due upon expropriation  of  the
 property  may be applied, at the Agent's decision  to  the
 payment  of the debts arising from this contract, even  is
 they are not yet due.
 
 In  order  to  control  the state of conservation  of  the
 properties  and the correct compliance of its  obligations
 by  the borrower, the Agent shall be entitled to carry out
 as  many  inspections as it may deem convenient,  and  the
 Borrower  undertakes  to  allow access  to  the  mortgaged
 property to the person whom the Agent may appoint.
 
 
 TWENTY FIRST.- Bank Guarantee
 
 The   Borrower  provides  the  Lender  with   three   bank
 guarantees  (annexed  to  the  present  contract)  for  an
 amount  of  twenty six million six hundred and  sixty  six
 thousand  six hundred and sixty six (Pesetas.- 26,666,666)
 granted  by  ABN-AMROBANK,  guaranteeing
 to  each  of the lenders the amount of their participation
 in  the  operation,  for five  years,  renewable  for  a
 period  of other five years, being the non renew  of  this
 period  termination  cause of this  agreement,  which  are
 included as  Annex I of this agreement .
 

TWENTY SECOND.- Calculation of the dates and periods.

To  all  effects  foreseen  in this  contract  it  will  be
understood for:

"DAY"  or "NATURAL DAY".- All of the days of the Gregorian
schedule.

"WORKING  DAY".- Any day of the week in which  transactions
at  the  Inter-Bank  Market at Madrid can  be  made  except
Saturdays as to the effect of this contract these  are  not
considered working days.

"WEEK" or "SEVEN DAYS".- The period comprized between a day
of  a  specific week and the same denomination of the  next
week in the schedule, both inclusive.

"FORTHNIGHT"  or "FIFTEEN  DAYS".-  The  period   comprized
between  a day of a specific week and the one of  the  same
denomination of the second consecutive week that follows in
the schedule, both inclusive.

"MONTH, QUARTER (or THREE MONTHS), SEMESTER (or SIX MONTHS)
and  YEAR (or TWELVE MONTHS)." - The period comprized between
any  specific  day and the day of the same  number  of  the
first  month, of the third month, of the sixth month or  of
the  twelfth  consecutive  month  that  follows  as  it  is
appropriate, in the Gregorian schedule, both inclusive;  if
this  would not exist the period of time will be understood
as finished the last day of the month that corresponds.

TWENTY THIRD - Communications between the parties.

The  communications between the BORROWER, the  LENDERS  and
the  Agent  that did not have foreseen in this  contract  a
special  form  will be made using any way  that  allows  to
leave constancy of the deliver and reception.

The  communications will be duly understood as  made  when
they  are performed through the deliver, with the necessary
priority  in  each case, e.g. a telex or a telefax  to  the
numbers listed below. The telex or telefax emission receipt
in  which appears its reception in said numbers will be  an
irrefutable proof of the communications, without  prejudice
of  a  later  communication by a letter signed  by  powered
personal  with  regard to the communications  made,  or  an
acknowledge of receipt is made in same way with  regard  to
the ones received.

The   communications  of  general  nature  regarding   this
contract and the ones referred to the same that may produce
the  BORROWER will be managed in any case by the Agent  who
will force the LENDERS to follow it.

For  any communication or notification the social addresses
and  telefax  numbers of the contractor  entities  are  the
following:

PLYMOUTH RUBBER EUROPA, S.A.
Ctra. Porrino-Salceda, km. 1,5
Porrino (Pontevedra)
Telephone: 986/ 330558 - 330562 - 330258.
Telefax:   986/ 331713.

CAJA DE AHORROS MUNICIPAL DE VIGO
Avda. Garcia Barbon, 1
36201 VIGO
Telephone: 986 - 431133.
Telefax:   986 - 430190.

BANCO BILBAO VIZCAYA, S.A.
Plaza del Ayuntamiento 5.
36400 Porrino (Pontevedra)
Telephone: 966 - 330804.
Telefax:   986 - 330616.

BANCO DE COMERCIO, S.A.
Plaza de Compostela 27-28.
36201 VIGO (Pontevedra)
Telephone: 986 - 435522 - 226305.
Telefax:   986 - 226306.

TWENTY FOURTH.- Compensation of balances

The   Agent  and  the  Lenders  are  hereby  expressly  and
irrevocably  enabled  by  the Borrower   to  apply  to  the
payment of any amounts owed in relation with this contract,
the  credits  which may exist in favor of the Borrower  in
the  hands  of the Agent and of the rest of the Lenders  in
accounts,  savings accounts, or accounts of any other  kind
and  consequently to carry out the appropriate credits  and
debits,  and  whichever other sums  or  credits  which  may
belong to the borrower and be in the hands of the Agent  or
the other Lenders; or any amounts which the Lenders may owe
the  Borrower, and even by selling the shares or  whichever
other  deposit  which the Borrower may  have  at  the  main
office or at any branch of the Agent or the Lenders.

If  the currency of the deposits were to be Pesetas or  any
other  currency  to  which  loan refers,  the  Agent  shall
convert  that  to  the  currency  in  which  the  loan   is
established  at the official vendor rate of the  date  upon
which  the operation is carried out, and charging  for  the
conversion the appropriate commissions.

TWENTY FIFTH.- Processal submission  and legal regime

The  contracting parties with express renounce to the  law-
code  could  correspond,  they  submit  for  all  incidence
concerning  this document to the Courts and Tribunals  that
exercise jurisdiction in Vigo.

TWENTY SIXTH.- Joint Guarantee

The Lenders, in the way they are represented, accept, by this
act, the joint guarantee, constituted, in compliance of the
obligations assumed by the Borrower in this Public Deed, by
PLYMOUTH RUBBER COMPANY, INC. a U.S. Corporation
incorporated   under  the  Laws  of  the  Commonwealth   of
Massachusetts,  domiciled  in  Canton,  Massachusetts,  104
Revere  Street  MA  02021,  and  duly  registered  at   the
Commonwealth of Massachusetts (USA). 

The guarantee is extended to any and all the obligations of the borrower
contemplated in the present agreement.

The guarantee shall remain in force for as long as the obligations it
guarantees have not been totally canceled.

The guarantors hereby expressly accept, in all their effects, all the 
extensions of the payment periods or all other payment facilities
which the lending institutions may grant to the borrower.

               ANNEX I - Bank Guarantee
                             
The Bank ABN AMRO BANK, N.V. Spanish branch,   with
corporate address in Bilbao at Plaza de Espana 4, 6th floor 
and  holder of  Fiscal  Identity  Code Number A-0031021-1
and in its name and on its behalf Mr.
Jose Maria Bilboa and Mrs. Lourdes Orio Gonzalez, with 
sufficient powers to  bind  the bank  to this act, as 
evidenced in the Public Deed granting said  powers, dated 
26.9.90 and 27.9.95 and granted before the  Notary Public 
Mrs. Laurina Christina Klein of Amsterdam and Mr. Pedro Conde 
Martin de Mijas of Madrid,  declared sufficient by the Legal  
Counsel of the State on in Vizcaya on Arpil 6, 1992 and May 28,
1996 registry numbers 182/92 and 422/96, declares that said 
banking entity


                        GUARANTEES
                             
In a manner as ample as legally possible, and hereby
renouncing all privileges of order, excuse and division,
the obligations of:

PLYMOUTH  RUBBER  EUROPA, S.A.

Before Caja Municipal de Ahorros de Vigo   

For payments related to the loan for an amount of  Ptas.-  250.000.000
(TWO  HUNDRED AND FIFTY MILLION) granted to PLYMOUTH RUBBER
EUROPA, S.A. by Caja de Ahorros Municipal de Vigo, Banco de
Bilbao  Vizcaya y Banco de Comercio, as Lenders,  each  for
one   third   of  the  total  amount,  as   formalized   on
11.04.97; and thus guarantees before Caja Municipal de
Ahorros de Vigo, and up the maximum limit, for all concepts 
(capital, interests, delay interests and other expenses),   
of  Ptas.- 26.666.668 (TWENTY SIX MILLION  SIX HUNDRED  AND  
SIXTY  SIX  THOUSAND SIX  HUNDRED  AND  SIXTY EIGHT).

The  present  guarantee shall be in force for a  period  of
five  years as from the present date, and should be renewed
in successive periods till the total expiration of the loan
on 11th April 2007, as in case it would not be renewed,
the  beneficiary, could proceed to its execution within  30
following  days to the valid period mentioned, and  all  in
case  the loan is updated as far as its payment obligations
are concerned.

The Bank ABN AMRO BANK, N.V. Spanish branch declares that it 
knows and assumes  all general and particular conditions of 
the  loan policy herein referred to, being this document of 
guarantee an annex and part thereof.

The  Bank ABN AMRO BANK, N.V. Spanish branch shall effectively  
pay, in one  or  several payments, the amount corresponding to  
the present  guarantee, up to its maximum amount, upon  receipt
of a mere request to do so by the Caja de Ahorros Municipal
de  Vigo,  without  no  need for a  prior  notification  or
consent by the guaranteed party.

The  present guarantee has been registered at the Guarantee
Registry   kept  by  this  banking  entity   under   number
00438/9704

In Bilbao, on 11th April 1.997.
                             
                             
The Bank ABN AMRO BANK, N.V. Spanish branch, with address in
Bilbao at Plaza de Espana number 4, 6th floor and  holder
of  Fiscal  Identity  Code Number  A-0031021-I and in its name   
and on its behalf Mr. Josed Maria Bilbao and Mrs. Lourdes Orio
Gonzalez, with sufficient powers to  bind  the bank  to this act, 
as evidenced in the Public Deed granting said  powers, dated  
26,9.90 ans 27.9.95 and granted before the  Notary Public Mrs.  
Laurina Christina Kein of Amsterdam and Mr. Pedro Conde Martin de 
Mijas of Madrid,  declared sufficient by  the  Legal  Counsel of   
the State on in Vizcaya on April 6, 1992 and May 28, 1996 registry 
numbers 182/92 and 422/96, declares that said banking entity


                        GUARANTEES
                             
In a manner as ample as legally possible, and hereby
renouncing all privileges of order, excuse and division,
the obligations of:

PLYMOUTH  RUBBER  EUROPA, S.A., 

Before Banco de Bilbao Vizcaya, S.A.

For payments related to the loan for an amount of Ptas.-  250.000.000
(TWO  HUNDRED AND FIFTY MILLION) granted to PLYMOUTH RUBBER
EUROPA, S.A. by Caja de Ahorros Municipal de Vigo, Banco de
Bilbao  Vizcaya y Banco de Comercio, as Lenders,  each  for
one   third   of  the  total  amount,  as   formalized   on
11.04.97; and thus guarantees before Banco de Bilbao, and up 
the maximum limit, for all concepts (capital, interests, 
delay interests and other expenses), of  Ptas.- 26.666.666
(TWENTY SIX MILLION  SIX HUNDRED  AND  SIXTY  SIX  THOUSAND 
SIX  HUNDRED  AND  SIXTY SIX).

The  present  guarantee shall be in force for a  period  of
five  years as from the present date, and should be renewed
in successive periods till the total expiration of the loan
on 11th April 2007, as in case it would not be renewed,
the  beneficiary, could proceed to its execution within  30
following  days to the valid period mentioned, and  all  in
case  the loan is updated as far as its payment obligations
are concerned.

The  Bank ABN AMRO BANK, N.V. Spanish branch declares that it 
knows and assumes  all general and particular conditions of 
the  loan policy herein referred to, being this document of guarantee
an annex and part thereof.

The  Bank  ABN AMRO BANK, N.V. Spanish branch shall effectively  
pay, in one or several payments, the amount corresponding to  the
present  guarantee, up to its maximum amount, upon  receipt
of a mere request to do so by the Caja de Ahorros Municipal
de  Vigo,  without  no  need for a  prior  notification  or
consent by the guaranteed party.

The  present guarantee has been registered at the Guarantee
Registry   kept  by  this  banking  entity   under   number
00436/9704

In Bilbao, on 11th April 1997.
                             

The Bank ABN AMRO BANK, N.V. Spanish branch, with address in  
Bilbao at Plaza de Espana number 4, 6th and holder of Fiscal  
Identity  Code Number A-0031021-I and in its name and on its  
behalf Mr. Jose Maria Bilbao and Mrs. Lourdes Orio Gonzalez, 
with sufficient powers to bind the bank to this act, as evidenced 
in the Public Deed granting said powers, dated 26.9.90 and 27.9.95 
and granted before the  Notary Public Mrs. Laurina Christina Klein,  
of Amsterdam and Mr. Pedro Conde Martin de Mijas of Madrid, declared 
sufficient by the Legal Counsel of the State on in Vizcaya on April 6,
1992 and May 28, 1996 registry numbers 182/92 and 422/96, declares 
that said banking entity


                        GUARANTEES
                             
In a manner as ample as legally possible, and hereby
renouncing all privileges of order, excuse and division,
the obligations of:

PLYMOUTH  RUBBER  EUROPA, S.A.

Before Banco de Comercio, S.A.

For payments related to the loan for an amount of  Ptas.-  
250.000.000 (TWO  HUNDRED AND FIFTY MILLION) granted to 
PLYMOUTH RUBBER EUROPA, S.A. by Caja de Ahorros Municipal de Vigo, 
Banco de Bilbao  Vizcaya y Banco de Comercio, as Lenders, each  for
one third of the total amount, as formalized on 11.04.97; and thus   
guarantees before Banco de Comercio, S.A., and up the maximum limit, for
all concepts (capital, interests, delay interests and other
expenses),   of  Ptas.- 26.666.666 (TWENTY SIX MILLION  SIX
HUNDRED  AND  SIXTY  SIX  THOUSAND SIX  HUNDRED  AND  SIXTY
SIX).

The  present  guarantee shall be in force for a  period  of
five  years as from the present date, and should be renewed
in successive periods till the total expiration of the loan
on 11th April 2007, as in case it would not be renewed,
the  beneficiary, could proceed to its execution within  30
following  days to the valid period mentioned, and  all  in
case  the loan is updated as far as its payment obligations
are concerned.

The  Bank ABN AMRO BANK, N.V. Spanish branch declares that it 
knows and assumes all general and particular conditions of the loan
policy herein referred to, being this document of guarantee
an annex and part thereof.

The Bank ABN AMRO BANK, N.V. Spanish branch shall effectively  
pay, in one  or  several payments, the amount corresponding to the
present  guarantee, up to its maximum amount, upon  receipt
of a mere request to do so by the Banco de Comercio, S.A.,
without no need for a prior notification or consent by the 
guaranteed party.

The  present guarantee has been registered at the Guarantee
Registry kept by this banking entity under number 00437/9704

In Bilbao, on 11th April 1997.