LEASE AGREEMENT entered into by and between INMUEBLES EL VIGIA, S.A. DE
C.V., hereinafter known as LESSOR, represented by Mr. Rodolfo Nelson
Culebro, and INTERIORES AEREOS, S.A. DE C.V. hereinafter known as LESSEE,
represented by Mr. Arturo Ruiz, and which is formalized in accordance with
the following Recitals and Clauses:

                               DECLARATIONS:

WHEREAS, INMUEBLES EL VIGIA, S.A. DE C.V. owns and can freely dispose of a
piece of land and construction, located in Calle del Acero, Lots Number 1,
2, 3 and 4 of block No. 1 and Lot Number 19 of block No. 3, located in El
Vigia Industrial Subdivision kilometer 12.5 San Luis Rio Colorado Highway,
in Mexicali, Baja California, and which property is described in the plot
plan attached hereto as Exhibit "A". WHEREAS, different sections of the
building located in block No. 1 have been subject of various lease
agreements between the parties, execute as follows: Lot 1 building 6 for
9,643 square feet executed on January 1st 1994; Lot 2, Building 7 for
15,574 square feet executed on January 1, 1994; Lot 3, building 3 for
14,346 square feet executed on January 1, 1994; Lot 19, building 19 for
11,913 square feet executed on May 1, 1996; building located in Calle de la
Industria del Acero No. 4 with an area of 13,988 square feet executed on
February 1, 1997; Lot 17, block 1 for 9,787.24 occupying it on April 1st
1998; and that it is the intent of the parties to consolidate all previous
leases under one lease agreement, for total area of 75,251.24 square feet.
Such buildings will be hereinafter jointly referred to as the Lease
Premises. WHEREAS, it is the intent of the parties to terminate all lease
agreement, effective such termination as of the execution of this agreement
Pursuant to the above the parties agree as follows.

                                  CLAUSES:

FIRST.- LESSOR hereby leases to LESSEE, and LESSEE hereby leases from
LESSOR under the terms and condition set forth hereafter, the Lease
property described in the above recitals with a total area of 75,251.24
square feet. Such Leased Property, for the purposes of this Agreement
divided into two areas, one consisting of 51,476 square feet and another
with an area of 23,775.24 square feet, this latter area corresponding to
building located in Calle de la Industria del Acero No. 4 and also building
located in Calle de la Industria del Acero No. 17.

SECOND.- The Lease Term is one year binding for both parties (the Initial
Lease Term). Upon expiration of the binding Initial Lease Term, LESSEE may
at its option, by means of a written notice given to LESSOR ninety days in
advance to the termination of the Initial Lease Term, continue to occupy
the Leased Premises for five additional periods of one year each, such one
year period to be binding for both parties, therefore LESSEE being able to
terminate this Lease Agreement at any time with 90 days advance written
notice to LESSOR.

Notwithstanding the above, LESSEE shall be entitled to terminate this Lease
with respect to the building with an area of 13,988 square feet located in
Calle de la Industria del Acero No. 4 and/or all of the Leased Property,
upon LESSEE'S execution of a lease agreement with LESSOR for similar area
of 13,988 square feet, or an equivalent total leased area of 75,251.24
square feet respectively, thereby relocating LESSEE'S one or both
operations different building owned by LESSOR or made available by LESSOR.

THIRD.- The monthly rental price of the Lease Property referred to in the
above recitals for the first Lease Year as of January 1, 1998, (the
Anniversary Date) shall be US $0.2316 Dollars per square foot for a total
amount of US$17,432.70 Dollar (Seventeen thousand four hundred and thirty
two dollars 70/100 US Currency) plus I.V.A., tax or the equivalent in
Mexican pesos in accordance with the applicable rate on the date of
payment. The parties agree that for each subsequent Lease Year of the
Initial Lease Term (years 2-3), and any yearly extensions, the months rent
shall be determined and as of each Anniversary Date, by Increasing the
previous lease year monthly rent by an amount equal to the percentage
increase, if any in the cost of living. The cost of living increase shall
be determined by taking the average of the twelve (12) monthly Consumer
Price Index ("CPI") immediately preceding the Anniversary Date over the
average of twelve (12) monthly CPI immediately preceding the commencement
of the Initial Term, or Anniversary Date as the case may be. In no event
shall the monthly rent for any Lease Year be decreased below the monthly
rent for any immediately preceding lease year.

FOURTH.- LESSEE will use the Leased Property object of this lease to carry
on in industrial operations.

FIFTH.- LESSEE, with previous written authorization by LESSOR shall be able
to introduce any and all improvements into the Leased Property and remove
the same, provided that any damage to the building upon installation or
removal be repaired by LESSEE; consequently LESSEE shall be entitled to
remove all equipment and accessories property of LESSEE, including but not
limited to lamps, systems and units for distribution and control of
electricity, heating and air conditioning units LESSE may not remove
integral improvements, made to building such as floor and wall finishing.

SIXTH.- In the event that LESSEE has knowledge of any condition of the
leased premises that requires repairs that under the terms of Fraction II
of Article 2286 of the Civil Code for Baja California should be executed by
LESSOR and delay in the execution of such repair may cause greater damage
either to the Leased Property or to the items located therein, LESSEE shall
have the option to make such repairs without prior authorization from
LESSOR and LESSOR shall reimburse LESSEE for the cost of such repairs, and
if within a period of one month LESSOR has not reimbursed LESSEE, LESSEE
shall be entitled to deduct amount of reimbursement from the next months
rent and deliver to LESSOR copy of invoices justifying expense to LESSOR.

SEVENTH.. LESSOR promises to obtain an Insurance policy that protects the
Leased Property against fire, and other major catastrophes, and LESSEE
shall obtain the Insurance to protect its property introduced into the
Leased Property consequently each party releases each other from any
responsibility that may result from damages to the properties herein
referred to.

EIGHTH.- LESSEE agrees to pay for its own account al services LESSEE
installs or that are installed and service the Leased Property for the
exclusive benefit of LESSEE, such as electricity, water, telephone, etc.,
consequently, LESSEE will deal directly with the person or corporation that
renders such services for their installation, removal or suspension. LESSOR
shall pay property tax on the Leased Property and other taxes and duties
imposed on Leased Property.

NINTH.. LESSOR promises to repair and maintain in good order the roof of
the Leased Property subject of this lease. LESSOR is responsible for
damages caused by not repairing and maintaining the roof.

TENTH. LESSEE may assign in whole or in part, the rights and obligations
derived from this agreement, or sublease only prior written authorization
from LESSOR, who may not unreasonably withhold such approval. However,
LESSEE may freely exercise this right to assign or sublease if such
assignment or sublease be executed in favor of an affiliated company or
subsidiary LESSEE.

ELEVENTH.- If during the Lease Term the right of LESSEE to use and hold the
Leased Property is limited by any administrative or judicial act not
derived from the relations of LESSEE with third parties, LESSOR shall at
its own account and expense, perform such acts or initiate such procedures
as may be required to invalidate such judicial or administrative decision,
and within a period of thirty days LESSEE'S use of the Leased Property is
nevertheless thereby affected, LESSEE will have the right to terminate this
Lease Agreement without any responsibility. If during the term of this
Lease Agreement, any governmental authority establish any legal prohibition
that without due cause by LESSEE prevents LESSEE from doing business in
Mexico, LESSEE, upon written notice to LESSOR, may terminate this Lease
Agreement without further liberty for rental payments due under this Lease
Agreement, but without prejudice to the rights of LESSOR and LESSEE to
claim from the corresponding authority the damage causes.

TWELFTH.- LESSOR grants LESSEE the right to use and occupy (50%) fifty
percent of the parking space that is locate beside building number 4 which
LESSEE occupies such space representing parking space for at least 60
vehicles, owned or used by LESSEE'S employees or visitors.

THIRTEENTH.- The parties agree that effective upon the execution of this
Lease Agreement, the former Lease Agreements shall cease to be binding upon
the parties and have no further effects.

FOURTEENTH.- For the interpretation and compliance of this agreement both
parties expressly submit themselves to the jurisdiction and competence of
the Courts of the City of Mexicali state of Baja California, waiving any
other jurisdiction to which that may have a right due to their present or
future domiciles.

IN WITNESS WHEREOF this document is drawn in duplicate and signed in his
City of Mexicali, Baja California, on first day of January nineteen hundred
and ninety eight.

            LESSOR:                             LESSEE:

  /s/  Rodolfo Nelson Culebro         /s/  Ing. Arturo Ruiz
- --------------------------------    ---------------------------------------
 INMUEBLES EL VICIA S.A. de C.V.        INTERIORES AEREOS S.A. DE C.V.
   RODOLFO NELSON CULEBRO                      ING.ARTURO RUIZ



            WITNESS:                            WITNESS:

  /s/  Juan Carlos Nelson Luken       /s/  Martha Patricia Castro
- --------------------------------    ---------------------------------------
   JUAN CARLOS NELSON LUKEN                MARTHA PATRICIA CASTRO