<PAGE>   1
                                                                   EXHIBIT 10.19

                                                                  CONFORMED COPY

                                                          INVESTMENT NUMBER 8354





                              SHARE RETENTION, NON-COMPETITION AND
                                      PUT OPTION AGREEMENT


                                              AMONG


                                            DVI, INC.
                                               AND
                                        MSF HOLDING LTD.
                                               AND
                                          CADILUR S.A.
                                               AND
                                          ESTOLUR S.A.
                                               AND
                                          NATULER S.A.

                                               AND

                                INTERNATIONAL FINANCE CORPORATION









                                      DATED APRIL 27, 1998
<PAGE>   2
                                        TABLE OF CONTENTS




Article or
 Section                           Item                                 Page No.
 -------                           ----                                 --------

ARTICLE I......................................................................2
DEFINITIONS....................................................................2

     Section 1.01.  Definitions................................................2
     Section 1.02.  Other Terms................................................2
     Section 1.03.  Interpretation.............................................6

ARTICLE II.....................................................................7
REPRESENTATIONS AND WARRANTIES.................................................7

     Section 2.01.  General Representations....................................7
     Section 2.02.  Further Representations....................................8
     Section 2.03.  IFC Reliance...............................................8
     Section 2.04.  Non-Estoppel...............................................8

ARTICLE III....................................................................9
RETENTION OF SHARES............................................................9

     Section 3.01.  DVI's  Undertakings........................................9
     Section 3.02.  MSF Holding's Undertakings.................................9
     Section 3.03.  Additional Obligations....................................10
     Section 3.04.  Request for Transfer......................................10
     Section 3.05.  Further Assurances........................................11
     Section 3.06.  Tag-Along Rights..........................................11

ARTICLE IV....................................................................11
NON-COMPETITION PROVISIONS....................................................11

     Section 4.01.  Competing Activities......................................12
     Section 4.02.  Acknowledgments of DVI....................................12

ARTICLE V.....................................................................13
PUT OPTION....................................................................13

     Section 5.01.  Put Option................................................13
     Section 5.02.  Notice of Exercise........................................13

<PAGE>   3
                                     - 2 -

Article or
 Section                            Item                                Page No.
 -------                            ----                                --------

     Section 5.03.  Commitment of DVI.........................................13
     Section 5.04.  Settlement................................................13
     Section 5.05.  Share Certificates........................................14
     Section 5.06.  Right of Transfer.........................................14
     Section 5.07.  Obligations Irrevocable, Absolute and Unconditional.......14
     Section 5.08.  Term of the Put Option....................................15
     Section 5.09.  Cancellation of the Put Option............................16
     Section 5.10.  Required Documentation....................................17

ARTICLE VI....................................................................17
MISCELLANEOUS.................................................................17

     Section 6.01.   Waivers..................................................17
     Section 6.02.  MSF Holding as Agent for Communication....................19
     Section 6.03.  Notices...................................................19
     Section 6.04.  English Language..........................................21
     Section 6.05.  Fees and Expenses.........................................21
     Section 6.06.  Financial Calculations....................................22
     Section 6.07.  Termination of Agreement..................................22
     Section 6.08.  Severability..............................................22
     Section 6.09.  Applicable Law and Jurisdiction...........................22
     Section 6.10.  Successors and Assigns....................................25
     Section 6.11.  Amendment.................................................25
     Section 6.12.  Counterparts..............................................25
     Section 6.13.  Remedies and Waivers......................................25



<PAGE>   4
                      SHARE RETENTION, NON-COMPETITION AND
                              PUT OPTION AGREEMENT



         AGREEMENT, dated April 27, 1998 among DVI, Inc. ("DVI"), a corporation
organized and existing under the laws of the State of Delaware, USA, MSF HOLDING
LTD., a company organized and existing under the laws of the Commonwealth of the
Bahamas ("MSF Holding"), CADILUR S.A. ("MSF"), ESTOLUR S.A. ("Estolur"), and
NATULER S.A. ("HSF" and together with MSF Holding, MSF and Estolur, the
"Co-Borrowers" and each individually a "Co-Borrower"), each of MSF, Estolur and
HSF are companies organized and existing under the laws of Uruguay, and
INTERNATIONAL FINANCE CORPORATION, an international organization established by
Articles of Agreement among its member countries (hereinafter called "IFC").

        WHEREAS:

         (A) By an investment agreement of even date herewith among IFC and the
Co-Borrowers (the "Investment Agreement"), IFC has agreed to (i) extend a loan
to the Co-Borrowers in the aggregate principal amount of up to forty million
Dollars ($40,000,000) (the "Loan"), in the form of an A Loan of up to fifteen
million Dollars ($15,000,000), and a B loan of up to twenty-five million Dollars
($25,000,000) and (ii) make the IFC Subscription, upon the terms and conditions
set forth in the Investment Agreement.

         (B) In consideration of IFC entering into the Investment Agreement and
as an inducement to IFC to make the first Disbursement of the Loan and the first
Disbursement and Subscription under the IFC Subscription, each of DVI and the
Co-Borrowers has agreed to undertake the obligations assumed by it in this
Agreement.

         (C) IFC's obligation to make the Loan and the IFC Subscription is
conditioned upon the agreement by DVI not to engage in certain forms of
competition with the Co-Borrowers, as more particularly set forth herein.

         (D) Each of DVI and the Co-Borrowers has been provided with, and hereby
acknowledges receipt of, a copy of the Investment Agreement and all the other
Transaction Documents.

         NOW, THEREFORE, the parties agree as follows:


<PAGE>   5
                                     - 2 -


                                    ARTICLE I

                                   DEFINITIONS


         Section 1.01. Definitions. Wherever used in this Agreement, unless the
context otherwise requires, or unless otherwise defined in the preamble or
Recitals hereto, capitalized terms defined in the Investment Agreement shall
have the same meanings herein.

         Section 1.02. Other Terms. Wherever used in this Agreement, unless the
context otherwise requires, the following terms shall have the following
meanings:

"Average
 Consolidated
 Pre-Tax Income"           means, as at the date of the relevant Notice of
                           Exercise, the amount resulting from calculating the
                           average of the audited consolidated pre-tax profit
                           recorded by MSF Holding for the previous Fiscal Year,
                           as determined from the consolidated audited financial
                           statements for such Fiscal Year and the audited
                           consolidated profit recorded by MSF Holding for the
                           current year (annualized), as determined from the
                           consolidated audited financial statements for the
                           most recently completed fiscal quarter before which
                           the relevant Notice of Exercise is given, audited in
                           accordance with Section 5.10 (iii) hereof if so
                           requested by IFC;

"Exercise Period"          means, the period (A) beginning on the earlier of (i)
                           the fourth anniversary of the date of this Agreement,
                           and (ii) the date on which a Triggering Event occurs;
                           and (B) expiring as provided in Section 5.08(a);

"Exercise Price"           means, the higher of (A) a multiple of one point two
                           five (1.25) times the Net Worth of MSF Holding or (B)
                           a multiple of eight (8) times the Average
                           Consolidated Pre-Tax Income of MSF Holding;

"Net Worth"                means, the capital, reserves and retained earnings of
                           MSF Holding based on the consolidated audited
                           financial 
<PAGE>   6
                                     - 3 -


                           statements for the Fiscal Year immediately preceding
                           the date of the relevant Notice of Exercise, or, if
                           available, the consolidated financial statements for
                           the most recently completed fiscal quarter of the
                           Fiscal Year in which the relevant Notice of Exercise
                           is given, provided any such quarterly statements have
                           been audited in accordance with Section 5.10(iii)
                           hereof;

"Notice of Exercise"       means any written notice given at any time or from
                           time to time during the Exercise Period by IFC to DVI
                           pursuant to Article V, which shall set forth:

                           (i)      only in the case that the Notice of Exercise
                                    is given before the fourth anniversary of
                                    the date of this Agreement, the occurrence
                                    and description of a Triggering Event and
                                    the basis of its determination, which
                                    determination by IFC shall be final,
                                    conclusive and binding upon DVI (absent
                                    gross negligence or clerical error);

                           (ii)     whether IFC is exercising the Put Option
                                    with respect to all or part of the Option
                                    Shares and, if less than all the Option
                                    Shares are to be put to DVI, the number of
                                    Option Shares with respect to which IFC is
                                    exercising the Put Option;

                           (iii)    the Settlement Date;

                           (iv)     the Settlement Place;

                           (v)      the Exercise Price and the basis for its
                                    determination, which determination by IFC
                                    shall be final, conclusive and binding upon
                                    DVI (absent gross negligence or clerical
                                    error); and

                           (vi)     the account to which payment of the Exercise
                                    Price is to be made.

"Option Shares"            means:

                           (i)      the IFC Shares;
<PAGE>   7
                                     - 4 -


                           (ii)     any other Shares subscribed or acquired by,
                                    or delivered to, IFC pursuant to the
                                    exercise of preemptive rights, options or
                                    warrants accruing to IFC in relation to the
                                    Option Shares;

                           (iii)    any Shares received by IFC as a result of
                                    stock dividends, stock splits or otherwise
                                    on the Option Shares; and

                           (iv)     any Shares received by IFC in exchange,
                                    replacement or substitution for the Option
                                    Shares;

"Put Option"               means the right of IFC to require DVI and the
                           obligation of DVI to purchase in accordance with the
                           terms and conditions of this Agreement some or all of
                           the Option Shares;

"Region"                   means the countries of Uruguay, Argentina, Brazil,
                           Colombia and any other Latin American Country where
                           any Co-Borrower or any of its Subsidiaries operates;

"Settlement Date"          means a date specified in the relevant Notice of
                           Exercise for making payment for and delivery of the
                           Option Shares specified in the Notice of Exercise,
                           which shall not be less than ninety (90) days nor
                           more than one hundred twenty (120) days after the
                           relevant Notice of Exercise shall have been given;

"Settlement Place"         means the place in New York, New York, United States
                           to be specified by IFC in the relevant Notice of
                           Exercise where payment for and delivery of the
                           relevant Option Shares are to be made;

"Stock Exchange"           means an internationally recognized stock exchange
                           acceptable to IFC including, but not limited to, the
                           London Stock Exchange and NASDAQ;

"Termination Date"         means the date which is the eighth anniversary date
                           of this Agreement; and

"Triggering Event"         means:
<PAGE>   8
                                     - 5 -


                           (i)      the failure or incapability of MSF Holding
                                    to maintain, on a consolidated basis, a
                                    diversified vendor lease portfolio, with no
                                    single vendor providing more than:

                                    (A)   fifty percent (50%) of the equipment
                                          financed pursuant to Eligible
                                          Leases/Loans in the MSF Portfolio from
                                          December 31, 2000 through December 31,
                                          2001; and

                                    (B)   forty percent (40%) of the equipment
                                          financed pursuant to Eligible
                                          Leases/Loans in the MSF Portfolio
                                          thereafter;

                           (ii)     the failure or incapability of MSF Holding
                                    to maintain, on a consolidated basis, a
                                    Lease/Loan Loss Reserve of at least:

                                    (A)   one percent (1%) of Net Financed
                                          Assets during Fiscal Years 1997 and
                                          1998;

                                    (B)   one and one-half percent (1.5%) of Net
                                          Financed Assets during Fiscal Year
                                          1999; and

                                    (C)   two percent (2%) of Net Financed
                                          Assets in Fiscal Year 2000 and
                                          thereafter;

                           (iii)    any material default or non-compliance by
                                    any party thereto (other than IFC) with any
                                    of its respective obligations, or any
                                    material misrepresentation or breach of
                                    warranty by any party thereto (other than
                                    IFC), under any of the Transaction
                                    Documents, in each case, to the extent any
                                    of such events are not attributable to IFC,
                                    and so long as any such default or
                                    non-compliance, or any such
                                    misrepresentation or breach of warranty, has
                                    not been cured, to the satisfaction of IFC,
                                    by any party thereto, as the case may be,
                                    within a period of thirty (30) Business Days
                                    commencing on the earlier of (i) the date in
                                    which IFC has given written notice to the
                                    Co-Borrowers and DVI that any of such events
                                    has occurred and is continuing and (ii) the
                                    date on which any of the Co-
<PAGE>   9
                                     - 6 -


                                    Borrowers and DVI shall have become aware of
                                    any of such events, whether or not:

                                    (A)   such circumstance was beyond the 
                                          control of such party;

                                    (B)   IFC has exercised, or has omitted to
                                          exercise, any other right, power or
                                          remedy accruing to IFC upon such
                                          circumstance under any of such
                                          Transaction Documents; and

                                    (C)   such obligation is permitted, in whole
                                          or in part, under any applicable laws;
                                          or

                           (iv)     any substantial change to DVI's shareholder
                                    structure which would materially adversely
                                    affect MSF Holding's or any of its
                                    Subsidiaries policies or operations;

         Section 1.03. Interpretation. In this Agreement, unless the context
otherwise requires:

         (a) headings and underlinings are for convenience only and do not
affect the interpretation of this Agreement;

         (b) words importing the singular include the plural and vice versa;

         (c) words importing a gender or neuter include any gender or neuter;

         (d) an expression importing a natural person includes any company,
partnership, joint venture, association, corporation or other body corporate and
any governmental or quasi-governmental authority or agency;

         (e) a reference to any thing includes a part of that thing;

         (f) a reference to a Section, paragraph, party, Annex, Exhibit or
Schedule is a reference to a Section and paragraph of, and a party, Annex,
Exhibit and Schedule to, this Agreement;

         (g) a reference to a document includes an amendment or supplement to,
or replacement or novation of, that document disregarding any amendment,
<PAGE>   10
                                     - 7 -


supplement, replacement or novation made in breach of the Investment Agreement;
and

         (h) a reference to a party to any document includes that party's
successors and permitted assigns.



                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES


         Section 2.01. General Representations. Each of DVI and the Co-Borrowers
represents, warrants and covenants that:

         (a)      (i) in the case of DVI, it is a company duly incorporated and
                  validly existing under the laws of the State of Delaware, USA,
                  (ii) in the case of MSF Holding, it is a company duly
                  incorporated and validly existing under the laws of the
                  Commonwealth of the Bahamas, and (iii) in the case of each of
                  MSF, Estolur and HSF, it is a company duly incorporated and
                  validly existing under the laws of Uruguay;

         (b)      it has the corporate power to conduct its business as
                  presently conducted;

         (c)      it has the corporate power and all necessary corporate and
                  other action has been taken to authorize it to execute this
                  Agreement and to perform fully and completely all its
                  obligations and liabilities hereunder;

         (d)      the execution and delivery of this Agreement and the
                  performance of its respective obligations hereunder will not
                  violate or exceed its powers or contravene:

                  (i)      any provision of any applicable law, regulation,
                           decree or order to which it is subject;

                  (ii)     any provision of the Estatutos or Certificate of
                           Incorporation or Memorandum and Articles of
                           Association or other relevant constitutive documents;
<PAGE>   11
                                     - 8 -


                  (iii)    any provision of any mortgage, deed, contract,
                           agreement or undertaking to which it is a party or
                           which is binding upon all or any of its respective
                           property or assets;

         (e)      this Agreement constitutes its valid obligations, legally
                  binding upon it and enforceable in accordance with its terms;

         (f)      it has been provided with, and hereby acknowledges receipt of,
                  a copy of each of the Transaction Documents; and

         (g)      all governmental, corporate, shareholders', optionholders',
                  creditors' and other necessary authorizations, consents,
                  approvals, licenses and waivers required for its execution and
                  delivery of this Agreement and its performance of its
                  obligations under this Agreement, have been duly obtained or
                  granted and are in full force and effect.

         Section 2.02. Further Representations. (a) DVI represents and warrants
that it presently holds, directly or through its wholly-owned Subsidiaries, at
least forty percent (40%) of the voting shares of MSF Holding unencumbered by
any Lien;

         (b) MSF Holding represents and warrants that it presently holds one
hundred percent (100%) of the voting shares of each of MSF, HSF and Estolur
unencumbered by any Lien.

         Section 2.03. IFC Reliance. Each of DVI and the Co-Borrowers hereby
acknowledges that it has made the representations in Sections 2.01 and 2.02
above with the intention of persuading IFC to enter into the Transaction
Documents and that IFC has entered into certain of the Transaction Documents on
the basis of, and in full reliance on, each of such representations. Each of DVI
and the Co-Borrowers warrants to IFC that each such representation is true and
correct in all material respects as of the date of this Agreement and that none
of them omits any matter the omission of which makes any of such representations
misleading.

         Section 2.04. Non-Estoppel. The rights and remedies of IFC in relation
to any misrepresentations or breach of warranty on the part of DVI and the
Co-Borrowers shall not be prejudiced by any investigation by or on behalf of IFC
into the affairs of DVI and the Co-Borrowers, by the execution of this Agreement
or by any act or thing which may be done by or on behalf of IFC in connection
with 
<PAGE>   12
                                     - 9 -


this Agreement and which might, apart from this Section, prejudice such rights
or remedies.




                                   ARTICLE III

                               RETENTION OF SHARES


         Section 3.01. DVI's Undertakings. Unless IFC otherwise agrees in
writing, so long as any amounts are due and payable to IFC under any of the
Transaction Documents, and so long as IFC holds shares in the voting capital of
MSF Holding: (a) DVI agrees not to, and cause its Subsidiaries or Affiliates not
to sell, transfer, assign, redeem, pledge, or otherwise in any manner dispose of
or encumber, or permit any encumbrances or Liens to exist over, any of the
voting shares of MSF Holding which it now owns or which it may acquire in the
future, directly or indirectly through any of its Subsidiaries or Affiliates, if
as a result thereof, it would own directly or indirectly through its
wholly-owned Subsidiaries less than forty percent (40%) of the voting share
capital of MSF Holding, unencumbered by any pledge, Lien or security; and (b)
DVI also agrees that it will from time to time take such action as shall be
required on its part, directly or indirectly, including the exercise (to the
extent permitted by law) of its or its Subsidiaries' or Affiliates' preemptive
rights under the Memorandum and Articles of Association or other relevant
constitutive documents of MSF Holding to maintain its or its Subsidiaries' or
Affiliates' shareholding in MSF Holding at the minimum level specified above.

         Section 3.02. MSF Holding's Undertakings. Unless IFC otherwise agrees
in writing, so long as any amounts are due and payable to IFC under any of the
Transaction Documents and so long as IFC holds shares in the voting capital of
MSF Holding:

         (a) MSF Holding agrees not to sell, transfer, assign, redeem, pledge or
otherwise in any manner dispose of or encumber, or permit any encumbrances or
Liens to exist over, any of the voting shares of MSF, Estolur or HSF which it
now owns or which it may acquire in the future if, as a result thereof, it would
own less 
<PAGE>   13
                                     - 10 -


than one hundred percent (100%) of the voting share capital of each of MSF,
Estolur and HSF unencumbered by any pledge, Lien or security; and

         (b) MSF Holding also agrees that it will from time to time take such
action as shall be required on its part, including the exercise (to the extent
permitted by law) of its preemptive rights under the respective Memorandum and
Articles of Association, Estatutos or other relevant constitutive documents of
each of MSF, Estolur and HSF to maintain its respective shareholdings in each
such company at the minimum levels specified above.

         Section 3.03. Additional Obligations. Each of DVI and MSF Holding
agrees that, for so long as any monies are payable to IFC under any of the
Transaction Documents and so long as IFC holds shares in the voting capital of
MSF Holding, unless IFC otherwise agrees in writing:

         (a) it will exercise its voting rights at any meeting of, or in respect
of any other vote taken by, the shareholders of DVI, any of its Subsidiaries or
Affiliates or any of the Co-Borrowers in such manner and otherwise take or cause
to be taken all actions as to achieve a prompt and effective implementation of
all the provisions of, and performance of all obligations of DVI, any of its
Subsidiaries or Affiliates and the Co-Borrowers under, the Transaction
Documents; and

         (b) it will not, under the relevant provisions of the Memorandum and
Articles of Association, Estatutos or other relevant constitutive documents of
DVI, any or its Subsidiaries or Affiliates or any of the Co-Borrowers, as the
case may be, approve or vote in favor of the approval of any transfer of shares
proposed to be made in violation of the provisions of this Agreement.

         Section 3.04. Request for Transfer. (a) MSF Holding shall promptly give
written notice to IFC of any request received by it to record a transfer, pledge
or other form of disposition by DVI or any of its Subsidiaries or Affiliates of
the shares held by DVI and any of its Subsidiaries or Affiliates in MSF Holding,
and shall, to the extent permitted by law, refuse to make any such registration
which is in violation of the provisions of this Agreement.

         (b) Each of MSF, Estolur and HSF shall promptly give written notice to
IFC of any request received by it to record a transfer, pledge or other form of
disposition by MSF Holding of the shares held by MSF Holding in any of MSF,
Estolur or HSF, and shall, to the extent permitted by law, refuse to make any
such registration which is in violation of the provisions of this Agreement.
<PAGE>   14
                                     - 11 -


         Section 3.05. Further Assurances. (i) MSF Holding undertakes to take
all necessary actions to ensure that this Agreement is expressly mentioned in
its respective registry of shareholders and/or any other registry whenever so
required under the laws of the Bahamas, as the case may be, in order for this
Agreement to become fully effective, valid and enforceable against the parties
hereto and third parties; and (ii) each of MSF Holding, MSF, Estolur and HSF
undertakes to take all necessary actions to ensure the prompt and effective
implementation of all of the provisions of this Agreement.

         Section 3.06. Tag-Along Rights. Subject to the provisions of Section
3.01 above, if at any time DVI decides, directly or indirectly through any of
its Subsidiaries or Affiliates, to sell all or a percentage of the shares of MSF
Holding held by DVI or its Subsidiaries or Affiliates (the "DVI Shares"), unless
IFC has notified DVI that the sale shall not include any Option Shares, DVI,
directly or indirectly through any of its Subsidiaries or Affiliates, shall only
sell (or permit the sale of) any of the DVI Shares if the sale also includes all
or the same percentage of the Option Shares as the percentage of all DVI Shares
to be sold. If necessary, DVI, directly or indirectly through any of its
Subsidiaries or Affiliates, shall reduce the number of DVI Shares to be sold in
order to sell the required number of Option Shares. DVI shall notify IFC of the
terms and conditions on which it has decided to sell DVI Shares, and IFC shall
have sixty (60) days to decide whether to sell any or all of its Option Shares
as herein provided, and DVI, directly or indirectly through any of its
Subsidiaries or Affiliates, shall not sell any (or permit the sale of) DVI
Shares prior to the expiration of such sixty (60) day period. The provisions of
the preceding sentence shall apply to any DVI Shares that are not sold on the
terms and conditions set forth in any notice to IFC relating to the proposed
sale of such DVI Shares within thirty (30) days after the expiration of the
sixty (60) day period applicable to such DVI Shares.


                                   ARTICLE IV

                           NON-COMPETITION PROVISIONS


         Section 4.01. Competing Activities. So long as any amounts are due and
payable to IFC under any of the Transaction Documents, and so long as IFC holds
shares in the voting capital of MSF Holding, DVI agrees that it shall not
directly or indirectly, alone or in conjunction with others, through
Subsidiaries or Affiliates (other than the Co-Borrowers), joint ventures or
other business arrangements:
<PAGE>   15
                                     - 12 -


         (a) develop, own, manage, operate, join, control, finance or
participate in the ownership, management, operation, control or financing of, or
be connected as an officer, director, employee, consultant or otherwise with,
any business or enterprise engaged in any business which is competitive with the
business of the Co-Borrowers within the Region provided, however, that DVI may
continue to participate in the management, operation and control of Oferil;

         (b) engage in any other manner, within the Region, in any business
which is competitive with the business of the Co-Borrowers provided, however,
that DVI may engage in the business of the Co-Borrowers through Oferil (i) if
and when such business has first been offered to the Co-Borrowers and the
Co-Borrowers have declined participation in such business; or (ii) in connection
with Oferil's existing portfolio which has not been transferred to MSF or HSF
pursuant to the Assignment Agreements; or

         (c) induce or attempt to induce any customers, suppliers, distributors,
officers or employees of the Co-Borrowers to terminate their relationships with
or to take any action that would be disadvantageous to the business of the
Co-Borrowers.

For the purposes of this Section, the "business of the Co-Borrowers" shall be
defined as the financing, through leases, loans or otherwise, of medical
equipment.

         Section 4.02. Acknowledgments of DVI. DVI acknowledges that the period
of restrictions and the restraints imposed by Section 4.01 are reasonably
required for the protection of IFC and the Co-Borrowers. In the event that any
of the provisions contained in this Agreement relating to the period of
restriction or the scope of such restrictions, as set forth in Section 4.01,
shall be deemed by a court of competent jurisdiction to exceed the maximum
periods of time which such court would deem enforceable, or to exceed the
enforceable scope of such provisions, the period or scope of such restriction,
as the case may be, shall, for purposes of this Agreement, be deemed to be the
maximum time period or maximum scope which such court would deem valid and
enforceable. DVI further acknowledges that any violation of the covenants
contained in Section 4.01 is likely to cause irreparable damage to IFC and the
Co-Borrowers and, if proven to the satisfaction of a court of competent
jurisdiction, it may be restrained in an action instituted by IFC or the
Co-Borrowers by process issued out of such court, in addition to any other legal
or equitable remedies provided by law.

                                    ARTICLE V
<PAGE>   16
                                     - 13 -


                                   PUT OPTION


         Section 5.01. Put Option IFC, in its discretion, shall have the right
at any time, at one or more times and from time to time during the Exercise
Period to sell to DVI, and to require DVI to purchase (and DVI shall be
obligated to purchase), all or a portion of the Option Shares at the Exercise
Price, in accordance with the provisions of this Article.

         Section 5.02. Notice of Exercise The Put Option may be exercised by IFC
in respect of all or some of the Option Shares at any time, at one or more times
and from time to time during the Exercise Period by delivery of a Notice of
Exercise, executed by IFC and duly delivered to DVI.

         Section 5.03. Commitment of DVI Subject to the terms and conditions set
forth herein, DVI hereby unconditionally, absolutely and irrevocably agrees to
purchase from IFC, on the Settlement Date, at the Settlement Place and at the
Exercise Price, all of the Option Shares in respect of which an Exercise Notice
shall have been duly issued by IFC and delivered to DVI.

         Section 5.04. Settlement Upon receipt of a Notice of Exercise, DVI
shall, on the Settlement Date and at the Settlement Place, purchase all of the
Option Shares in respect to which such Notice of Exercise was issued and shall
make all necessary arrangements to pay, and shall pay, the Exercise Price in
full, in Dollars in immediately available funds by wire transfer to the account
so designated by IFC in the Notice of Exercise, it being understood that such
payment shall be made to IFC without any set-off, counterclaim or condition and
without any deduction whatsoever for fees, taxes, duties, expenses, costs or
other charges howsoever called, all of which shall be borne by DVI.

         Section 5.05. Share Certificates IFC shall, on the Settlement Date, but
only after receipt of the Exercise Price, transfer to DVI or its assigns the
Option Shares sold on such Settlement Date, free and clear of Liens, charges and
encumbrances and deliver to DVI or its assigns, certificates representing such
Option Shares, duly endorsed in property (en propriedad) by IFC in the name of
DVI and together with such instruments of transfer, if any, as shall be required
by the laws of the Commonwealth of the Bahamas or the State of Delaware, USA to
effect the transfer.

         Section 5.06. Right of Transfer. Without prejudice to any remedies
available to IFC under this Agreement or otherwise, and notwithstanding any
other provision of this Agreement to the contrary, in the event that DVI shall
fail
<PAGE>   17
                                     - 14 -


to pay to IFC in full in Dollars the Exercise Price on or before the Settlement
Date at the Settlement Place, IFC, at its sole discretion and with prior written
notice to DVI, shall be free to:

         (i)      sell, transfer or otherwise dispose of any or all of such
                  Option Shares, provided, however, that in the event of any
                  such sale, transfer or other disposition of such Option
                  Shares, the provisions of this Agreement (including, without
                  limitation, the obligation of DVI to purchase the Option
                  Shares) with respect to the portion of the Option Shares so
                  sold, transferred or otherwise disposed of, shall have no
                  further force or effect; provided, further, that DVI shall
                  remain obligated to pay to IFC the Exercise Price, but reduced
                  by an amount equal to the net proceeds, if any, received by
                  IFC from such sale, transfer or disposition of such Option
                  Shares; and/or

         (ii)     cancel, in whole or in part, the relevant Notice of Exercise
                  and the sale of all or part of the Option Shares to be made
                  pursuant thereto, without penalty of any kind to IFC and
                  without prejudice to any other right, remedies, powers and
                  remedies of IFC hereunder or elsewhere.

         Section 5.07. Obligations Irrevocable, Absolute and Unconditional. (a)
The obligations of DVI under this Article V are firm, unconditional, absolute
and irrevocable and shall not be terminated, suspended or affected in any manner
by the deterioration of DVI's or the Co-Borrowers' financial situation, the
interruption of DVI's or the Co-Borrowers' operations, the insolvency of any of
the Co-Borrowers or, to the extent permitted by law, DVI, the filing of any
bankruptcy procedure or any similar procedure against any of the Co-Borrowers
or, to the extent permitted by law, DVI, or any other circumstances whatsoever.

         (b) DVI's obligations hereunder can be discharged only by performance
and then only to the extent of such performance.

         (c) The Put Option shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the Exercise Price is
rescinded or must otherwise be returned by IFC or any other person upon the
insolvency, bankruptcy or reorganization of any person or otherwise, all as
though such payment had not been made.

         Section 5.08. Term of the Put Option. (a) The provisions of this
Article V shall be effective from the date hereof and shall continue to be in
full force and 
<PAGE>   18
                                     - 15 -


effect until the first to occur of (A) the first date on which MSF Holding shall
be deemed to have become a public company as provided in subsection (b) below,
(B) the date on which the payment of any of the Exercise Price shall no longer
be subject to recision or return pursuant to Section 5.07(c) hereof, (C) the
date on which the right of MSF Holding to the IFC Subscription under the
Investment Agreement shall have been canceled and (D) the date which is the
eighth anniversary date of this Agreement.

         (b) MSF Holding shall be deemed to have become a public company when
all the requirements set out below have been fully satisfied:

                  (i)      MSF Holding shall have delivered to IFC a notice, in
                           form and substance satisfactory to IFC, signed by an
                           authorized representative of MSF Holding certifying
                           that (A) all legal, governmental, corporate,
                           creditors', and other necessary licenses, approvals
                           or consents required to be obtained or fulfilled
                           under the laws, rules, procedures and regulations of
                           the applicable Stock Exchange, any other applicable
                           laws and MSF Holding's Memorandum and Articles of
                           Association or other relevant constitutive documents;
                           to become a public company, have been duly fulfilled,
                           granted and obtained by MSF Holding and all such
                           licenses, approvals or consents have become
                           irrevocable and unconditional under their relevant
                           terms; and (B) no Event of Default or suspension or
                           cancellation of the IFC Subscription, and no
                           Triggering Event, shall have occurred or be
                           continuing;

                  (ii)     IFC shall have received a certificate from the Stock
                           Exchange or other documentation satisfactory to IFC
                           confirming that (A) Shares representing at least
                           thirty percent (30%) of the outstanding share capital
                           of MSF Holding were placed within a period not to
                           exceed forty-five (45) consecutive calendar days
                           counting from the day on which such shares were
                           originally made available for subscription by the
                           public; provided, that for purposes of the
                           calculation referred to in this Section
                           5.08(b)(ii)(A), any Shares offered in an initial
                           public offering and subscribed by, or any Shares
                           traded by or on behalf of, any of the Co-Borrowers or
                           DVI or any Subsidiary or Affiliate of the
                           Co-Borrowers or DVI shall be excluded; and (B) IFC
                           has
<PAGE>   19
                                     - 16 -


                           received documentation establishing that the
                           Shares are actively traded in a manner satisfactory
                           to IFC;

                  (iii)    IFC shall have received a legal opinion or opinions,
                           in form and substance acceptable to IFC of counsel
                           acceptable to it in (A) the Commonwealth of the
                           Bahamas, and (B) such other jurisdiction as IFC shall
                           deem appropriate, and concurred in by counsel for MSF
                           Holding, with respect to the matters referred to in
                           paragraph (i) above and such other matters incident
                           to the public offering of the capital of MSF Holding
                           and the trading of the Shares in such Stock Exchange
                           as IFC shall reasonably request; and

                  (iv)     IFC shall have delivered to MSF Holding a notice
                           stating that the notice from MSF Holding, the
                           confirmation by such Stock Exchange, the other
                           documentation and the legal opinions referred to in
                           paragraphs (i), (ii) and (iii) above are acceptable
                           to IFC, and such notice shall not be unreasonably
                           withheld by IFC.

         Section 5.09. Cancellation of the Put Option. Notwithstanding anything
to the contrary provided in this Article V, IFC may, at its own discretion, at
any time prior to the relevant Settlement Date, by notice to DVI, cancel the
relevant Notice of Exercise and the sale of Option Shares to be made pursuant
thereto. In such event, IFC agrees to reimburse DVI for any reasonable expenses
incurred theretofore by it as a result of or in connection with the relevant
Notice of Exercise that has been canceled by IFC.

         Section 5.10. Required Documentation. For the purposes of calculating
the Exercise Price, DVI agrees to cause MSF Holding to, and MSF Holding agrees
to, furnish to IFC:

         (i)      within ninety (90) days after the commencement of a Fiscal
                  Year, the audited financial statements of each of the
                  Co-Borrowers for the immediately preceding Fiscal Year;

         (ii)     within sixty (60) days after the commencement of a fiscal
                  quarter of a Fiscal Year, the unaudited financial statements
                  of each of the Co-Borrowers for the immediately preceding
                  fiscal quarter of such Fiscal Year; and
<PAGE>   20
                                     - 17 -


         (iii)    only if so requested by IFC for purposes of calculating the
                  Exercise Price, special audited financial statements of the
                  Co-Borrowers for the immediately preceding fiscal quarter of
                  such Fiscal Year (such audit to be at the cost of the
                  Co-Borrowers, and such special audited quarterly financial
                  statements shall be delivered to IFC within forty-five (45)
                  days after the date of the notice of request sent by IFC to
                  DVI in this respect).



                                   ARTICLE VI

                                  MISCELLANEOUS


         Section 6.01. Waivers. (a) DVI and each of the Co-Borrowers hereby
irrevocably waives, to the extent permitted by applicable laws, any defenses,
rights, claims, counterclaims, remedies and powers that it may now or hereafter
have in any way relating to any or all of the following:

                  (i)      any lack of validity or enforceability of the
                           Investment Agreement, the other Transaction Documents
                           or any agreement or instrument relating thereto;

                  (ii)     any change in the time, manner or place of payment
                           of, or in any other term of or relating to, all or
                           any obligations of any person under the Investment
                           Agreement or any other Transaction Document, or any
                           other amendment or waiver of or any consent to
                           departure from the Investment Agreement or any other
                           Transaction Document;

                  (iii)    any change, restructuring, reorganization, merger,
                           consolidation, liquidation or termination of the
                           corporate structure or existence of any of the
                           Co-Borrowers or DVI, or any of their respective
                           Subsidiaries, or any change in the ownership of any
                           shares of the capital stock of any of such entities;

                  (iv)     any failure of IFC to disclose to the Co-Borrowers or
                           DVI any information relating to the financial
                           condition, operations, properties or prospects of any
                           other person now or in the future known to IFC;
<PAGE>   21
                                     - 18 -


                  (v)      the occurrence and/or continuance of any bankruptcy,
                           reorganization, arrangement, adjustment of debt,
                           relief of debtors, dissolution, insolvency,
                           liquidation or similar proceedings with respect to
                           DVI, any of the Co-Borrowers or any other person;

                  (vi)     the existence of any claim, setoff, defense or other
                           right which DVI or the Co-Borrowers may have against
                           DVI, any of the Co-Borrowers, IFC or any other
                           person;

                  (vii)    all requirements as to promptness, diligence,
                           presentment, demand, protest or notice of any kind
                           with respect to any obligations of any party (other
                           than IFC) under either this Agreement, the Investment
                           Agreement or any other Transaction Document;

                  (viii)   any right to require IFC to proceed against DVI, any
                           of the Co-Borrowers or any other person, or to pursue
                           any other remedy, action or power whatsoever within
                           the power of IFC;

                  (ix)     any right arising out of the absence of request for
                           payment (judicial or otherwise) by IFC to DVI or any
                           of the Co-Borrowers;

                  (x)      any right to revoke or terminate this Agreement,
                           except as established in Sections 5.09. and 6.08
                           hereof;

                  (xi)     any assertion of, or failure to assert, or delay in
                           asserting, any right, power or remedy against any
                           party in respect of any Triggering Event;

                  (xii)    any failure of any of the Transaction Documents to
                           comply with any requirement of any applicable laws;

                  (xiii)   any purported or actual assignment or transfer of any
                           of the Option Shares by IFC to any other party;

                  (xiv)    any Transaction Document being in whole or in part
                           illegal, void, voidable, voided, unenforceable or
                           otherwise of limited force and effect; or
<PAGE>   22
                                     - 19 -


                  (xv)     any other circumstance (including, without
                           limitation, any statute of limitations) or any
                           existence of or reliance on any representation by IFC
                           that might otherwise constitute a defense available
                           to, or a discharge of, DVI.

         (b) DVI and each of the Co-Borrowers acknowledges that it will receive
substantial direct and indirect benefits from the IFC Subscription contemplated
by the Transaction Documents and that the waivers set forth in subsection (e)
above are knowingly made in contemplation of such benefits.

         Section 6.02. MSF Holding as Agent for Communication. So long as any
amounts are due and payable to IFC under any of the Transaction Documents, and
so long as IFC holds shares in the voting capital of MSF Holding, any notice,
request or other communication to be given by IFC to MSF, Estolur and HSF under
the term of this Agreement and each Transaction Document may, at the option of
IFC and without prejudice to its right to communicate directly with MSF, Estolur
and HSF, be addressed to MSF Holding, as agent, which is hereby irrevocably
authorized and directed by MSF, Estolur and HSF to act as agent for it in such
matter, and MSF Holding hereby accepts such appointment.

         (b) Each of MSF, Estolur and HSF hereby irrevocably appoints MSF
Holding to act as its agent to give any notice, request or other communication
to be given by MSF, Estolur and HSF under the terms of this Agreement and each
Transaction Document, and MSF Holding accepts such appointment.

         Section 6.03. Notices. Any notice given under this Agreement shall be
in writing and shall be deemed to have been duly given when delivered by hand,
airmail or facsimile or established courier service to the party's address
specified below or at such other address as such party notifies to the other
party from time to time and will be effective upon receipt or, in the case of
delivery by hand or by established courier service, upon refusal to accept
delivery.


                  For DVI:

                  DVI, Inc.
                  500 Hyde Park
                  Doylestown, PA 18901 USA

                  Attn: Mr. Michael A. O'Hanlon
                  Facsimile:  (215) 230-3537

<PAGE>   23
                                     - 20 -


         For the Co-Borrowers:

                  MSF Holding
                  Euro Canadian Centre
                  Marlborough Street
                  P.O. Box N-8327

                  Facsimile:  (242) 326-6177


         For IFC:

                  International Finance Corporation
                  2121 Pennsylvania Avenue, N.W.
                  Washington, D.C. 20433
                  United States of America

                  Attention: Director, Latin America and Caribbean Department

                  Facsimile:  (202) 974-4390

                  With a copy (in the case of notices relating to payments) sent
                  to the attention of the Manager, Accounting Division, at:

                  Facsimile:  202-676-1830

                  Cable:       CORINTFIN
                                Washington, D.C.


         Section 6.04. English Language. All documents to be furnished or
communications to be given or made under this Agreement shall be in the English
language or, if in another language, shall, if IFC so requests, be accompanied
by a translation into English satisfactory to IFC certified by a representative
of DVI or the Co-Borrowers, as the case may be, which translation shall be the
governing version among DVI, the Co-Borrowers and IFC.

         Section 6.05. Fees and Expenses. DVI and the Co-Borrowers shall pay to
IFC or as IFC may direct all taxes, including stamp taxes, duties, fees or other
charges payable in connection with the execution, delivery, registration or
notarization of this Agreement and shall pay:
<PAGE>   24
                                     - 21 -


         (a) the fees and expenses of IFC's counsel in the Bahamas, Uruguay, New
York, Delaware and any jurisdiction in which any of the Co-Borrowers conducts
Sbusiness, incurred in connection with:

                  (i)      the preparation and/or review, execution and, if
                           appropriate, registration of this Agreement and any
                           other documents related to this Agreement;

                  (ii)     the giving of any legal opinions required by IFC
                           under this Agreement; and

                  (iii)    any amendment, supplement or modification to, or
                           waiver under this Agreement or any of the Transaction
                           Documents;

         (b) the costs and expenses incurred by IFC in relation to the
enforcement or protection or attempted enforcement or protection of its rights
under this Agreement, including legal and other professional consultants' fees;
and
         (c) any costs or expenses incurred by IFC or losses suffered as a
result of DVI's failure to pay to IFC in full in Dollars the Exercise Price on
or before the Settlement Date at the Settlement Place.

         Section 6.06. Financial Calculations. (a) All financial calculations to
be made under, or for the purposes of, this Agreement shall be determined in
accordance with U.S. generally accepted accounting principles and applied on a
consistent basis and, except as otherwise required to conform to the definitions
and other provisions contained in this Agreement, shall be calculated from the
then most recently issued financial statements which each of the Co-Borrowers is
obligated to furnish to IFC under Sections 7.01 (d) and (e) of the Investment
Agreement.

         (b) If any material adverse change in the financial condition of any of
the Co-Borrowers after the end of the period covered by the relevant financial
statements has occurred, such material adverse change shall also be taken into
account in calculating the relevant figures.

         Section 6.07. Termination of Agreement. Except as otherwise provided
herein, this Agreement shall continue in force for as long as any amounts are
due and payable to IFC under any of the Transaction Documents. Notwithstanding
the above, the provisions of Article IV and, subject to the provisions of
Section 5.09 hereof, Article V shall survive the termination or cancellation of
the Investment 
<PAGE>   25
                                     - 22 -


Agreement or any other Transaction Document if IFC continues to hold any IFC
Shares notwithstanding such termination or cancellation.

         Section 6.08. Severability. (a) The invalidity or unenforceability of
any provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement which shall remain in
full force and effect.

         Section 6.09 Applicable Law and Jurisdiction. (a) This Agreement is
governed by, and shall be construed in accordance with, the laws of the State of
New York, United States of America.

         (b) Each of DVI and the Co-Borrowers irrevocably agrees that any legal
action, suit or proceeding arising out of or relating to this Agreement or any
other Transaction Document to which DVI or any of the Co-Borrowers is a party
may be brought by IFC in the courts of the State of New York or of the United
States of America located in the Southern District of New York. Final judgment
against DVI or any of the Co-Borrowers in any such action, suit or proceeding
shall be conclusive and may be enforced in any other jurisdiction, including the
Bahamas or Uruguay, by suit on the judgment, a certified or exemplified copy of
which shall be conclusive evidence of the judgment, or in any other manner
provided by law.

         (c) By the execution and delivery of this Agreement, each of DVI and
the Co-Borrowers irrevocably submits to the non-exclusive jurisdiction of any
such court in any such action, suit or proceeding and each of DVI and the
Co-Borrowers designates, appoints and empowers CT Corporation System, New York,
New York as its authorized agent to receive for and on its behalf service of any
summons, complaint or other legal process in any such action, suit or proceeding
in the State of New York.

         (d) Nothing in this Agreement shall affect the right of IFC to commence
legal proceedings or otherwise sue DVI or any of the Co-Borrowers in the Bahamas
or Uruguay or any other appropriate jurisdiction, or concurrently in more than
one jurisdiction, or to serve process, pleadings and other legal papers upon DVI
or any of the Co-Borrowers in any manner authorized by the laws of any such
jurisdiction.

         (e) As long as this Agreement remains in force, each of DVI and the
Co-Borrowers shall maintain a duly appointed agent for the service of summons,
complaint and other legal process in New York, New York, United States of
America, for purposes of any legal action, suit or proceeding IFC may bring in
<PAGE>   26
                                     - 23 -


respect of this Agreement or any other Transaction Document to which any of DIV
and the Co-Borrowers is a party. Each of DVI and the Co-Borrowers shall keep IFC
advised of the identity and location of such agent.

         (f) Each of DVI and the Co-Borrowers also irrevocably consents, if for
         any reason any of DVI's or the Co-Borrower's authorized agent for
         service of process of summons, complaint and other legal process in any
         such action, suit or proceeding is not present in New York, New York,
         to service of such papers being made out of those courts by mailing
         copies of the papers by registered United States air mail, postage
         prepaid, to any of DVI and the Co-Borrowers, as the case may be, at its
         address specified in Section 6.03. In such a case, IFC shall also send
         by telex or facsimile, or have sent by telex or facsimile, a copy of
         the papers to DVI or such Co-Borrower, as the case may be.

         (g) Service in the manner provided in subsection (f) above in any such
action, suit or proceeding will be deemed personal service, will be accepted by
DVI and the Co-Borrowers, as the case may be, as such and will be valid and
binding upon the Co-Borrowers, as the case may be, for all purposes of any such
action, suit or proceeding.

         (h) Each of DVI and the Co-Borrowers irrevocably waives to the fullest
extent permitted by applicable law:

                  (i)      any objection which it may have now or in the future
                           to the laying of the venue of any such action, suit
                           or proceeding in any court referred to in this
                           Section;

                  (ii)     any claim that any such action, suit or proceeding
                           has been brought in an inconvenient forum; and

                  (iii)    its right of removal of any matter commenced by IFC
                           in the courts of the State of New York to any court
                           of the United States of America.

         (i) To the extent that DVI or any of the Co-Borrowers may be entitled
in any jurisdiction to claim for itself or its assets immunity in respect of its
obligations under this Agreement or any other Transaction Document to which DVI
or such Co-Borrower is a party from any suit, execution, attachment (whether
provisional or final, in aid of execution, before judgment or otherwise) or
other legal process or to the extent that in any jurisdiction such immunity
<PAGE>   27
                                     - 24 -


(whether or not claimed) may be attributed to it or its assets, each of DVI and
the Co-Borrowers irrevocably agrees not to claim and irrevocably waives such
immunity to the fullest extent permitted by the laws of such jurisdiction.

         (j) Each of DVI and the Co-Borrowers hereby acknowledges that IFC shall
be entitled under applicable law, including the provisions of the International
Organizations Immunities Act, to immunity from a trial by jury in any action,
suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby or any other Transaction Document to which any
of DVI or the Co-Borrowers is a party, brought against IFC in any court of the
United States of America. Each of DVI and the Co-Borrowers hereby waives any and
all rights to demand a trial by jury in any action, suit or proceeding arising
out of or relating to this Agreement or any other Transaction Document to which
any of DVI or the Co-Borrowers is a party or the transactions contemplated by
this Agreement or such Transaction Documents that is (i) brought against DVI or
any of the Co-Borrowers or (ii) brought against IFC in any forum in which IFC is
not entitled to immunity from a trial by jury.

         (k) To the extent that DVI or any of the Co-Borrowers may, in any suit,
action or proceeding brought in any of the courts referred to in paragraph (b)
above or a court of the Bahamas, Uruguay or elsewhere arising out of or in
connection with this Agreement or any other Transaction Document to which DVI or
any of the Co-Borrowers is a party, be entitled to the benefit of any provision
of law requiring IFC in such suit, action or proceeding to post security for the
costs of DVI or any of the Co-Borrowers (cautio judicatum solvi), or to post a
bond or to take similar action, each of DVI and the Co-Borrowers hereby
irrevocably waives such benefit, in each case to the fullest extent now or in
the future permitted under the laws of the Bahamas, Uruguay or, as the case may
be, the jurisdiction in which such court is located.

         Section 6.10 Successors and Assigns. This Agreement binds and benefits
the respective successors and assigns of its parties. However, DVI and the
Co-Borrowers may not assign or delegate any of their respective rights or
obligations under this Agreement without IFC's consent.

         Section 6.11 Amendment. Any amendment of any provision of this
Agreement shall be in writing and signed by the parties.

         Section 6.12 Counterparts. This Agreement may be executed in several
counterparts, each of which is an original, but all of which together constitute
one and the same agreement.
<PAGE>   28
                                     - 25 -


         Section 6.13 Remedies and Waivers. No failure or delay by IFC in
exercising any power, remedy, discretion, authority or other rights under this
Agreement shall waive or impair that or any other right of IFC. No single or
partial exercise of such a right shall preclude its additional or future
exercise. No such waiver shall waive any other right under this Agreement. All
waivers or consents given under this Agreement shall be in writing.


         IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
in their respective names as of the date first above written.

                                    DVI, INC.

                                    By:     /s/ Steven R. Garfinkel
                                                 STEVEN R. GARFINKEL
                                                 Authorized Representative


                                    MSF HOLDING LTD.

                                    By:     /s/ Steven R. Garfinkel
                                                 STEVEN R. GARFINKEL
                                                 Authorized Representative

                                    CADILUR, S.A.

                                    By:     /s/ Steven R. Garfinkel
                                                 STEVEN R. GARFINKEL
                                                 Authorized Representative


                                    ESTOLUR S.A.

                                    By:     /s/ Steven R. Garfinkel
                                                 STEVEN R. GARFINKEL
                                                 Authorized Representative


                                    NATULER S.A.

                                    By:     /s/ Steven R. Garfinkel
                                                 STEVEN R. GARFINKEL
<PAGE>   29
                                     - 26 -


                                                 Authorized Representative


                                    INTERNATIONAL FINANCE CORPORATION


                                    By:     /s/ Haydee Celaya
                                                 HAYDEE CELAYA
                                                 Authorized Representative