ESTAFETA MESSENGER AND PARCEL
DELIVERY SERVICES AGREEMENT

Approved and registered at the Procuraduría General del Consumidor (Attorney General's Office for Consumer Protection), as No. 24603, in Book 1, Volume 8, page 186, dated March 24,1997.

MESSENGER AND PARCEL DELIVERY SERVICES RENDERING AGREEMENT entered into by and between ESTAFETA MEXICANA, S.A. de C.V. constituted in accordance with Mexican law on September 8, 1979, registered in public deed 31,464 given before Notary Public No. 28 in and for Mexico City, Federal District hereinafter "ESTAFETA" and "THE SENDER" whose pertinent data appear on the back of this WAYBILL.

The parties have agreed to the conditions of the type of service contracted and to the instructions on the back of this WAYBILL in accordance with the following clauses:

CLAUSES

FIRST.- ESTAFETA shall deliver the SENDER's shipment to the addressee's destination according to the terms and instructions described on the back of this WAYBILL.

SECOND.- Estafeta shall deliver the shipment on time as long as the transportation lines adhere to their official schedules. Delivery time will be counted as of SHIPMENT receipt and documentation. ESTAFETA delivery times, published in its publicly displayed Price List, must be considered.

THIRD.- THE SENDER agrees with ESTAFETA that it shall:

a) pay the rate and taxes on the service;
b) respond for the truthfulness of the information stated on the back of this WAYBILL, stating under oath that (s)he possesses the SHIPMENT legally and is fully authorized to enter into this agreement;
c) hold ESTAFETA, as well as its personnel, representatives and transportation lines, harmless from any claims or liability in relation to the content of the SHIPMENT and pay for the damages and injuries incurred, upon the submittal of the related bills;
d) pay, upon delivery of the SHIPMENT, for expenses and cost of storage and/or returning the SHIPMENT to its place of origin due to errors not attributable to ESTAFETA.

FOURTH.- THE SENDER acknowledges and accepts that:

a) the service will be rendered on condition that the SENDER has correctly filled in the information on the WAYBILL;
b) ESTAFETA will select the transportation;
c) if the content does not correspond to the written statement or if it pertains to contents stipulated in the tenth clause, ESTAFETA will be automatically released from its obligations and will notify the SENDER regarding the place and conditions of the SHIPMENT in order for the SENDER to assume full responsibility;
d) since ESTAFETA has the right but not the obligation to inspect the SHIPMENT, it can require that the SENDER open and identify the shipment. Should the SENDER refuse to do so, ESTAFETA is released from any liability;
e) ESTAFETA will have the right to detain the SHIPMENT when the SENDER has payment(s)outstanding on the contracted service, in addition to its rights to file other claims.

FIFTH.- The parties agree that if the value of the SHIPMENT is not declared and for causes attributed to ESTAFETA, it incurs in total loss, damages or shrinkage, the latter will pay, as maximum loss or damage liability, an amount of up to 30 times the minimum daily wage in force in the Federal District on the date the SHIPMENT was received and documented. The SENDER must prove the commercial value of the loss or repair. In the case of a declared value shipment, it must be insured and liability is for the total amount, as per the eleventh clause.

SIXTH.- Should ESTAFETA not comply with its delivery time due to causes attributable to it, upon a written request from the SENDER, ESTAFETA will provide a similar service to that contracted, free of charge, between the same cities and up to the same weight as the delayed SHIPMENT. This additional service will be nontransferable and must be used within 12 months of the day the delayed SHIPMENT was received. Except for ESTAFETA's liability described in this clause, both parties agree that ESTAFETA will not assume any other liability for delays in SHIPMENT pickup, documentation, transportation or delivery.

SEVENTH.- The parties agree that in case of loss, damages or delay, ESTAFETA will in no way be liable for direct or indirect damages to the SENDER, the ADDRESSEE or any third party, including, but not limited to, losses in sales, market, earnings, interest, expected profits, etc. In any case, both parties agree that ESTAFETA is liable exclusively for that described in the fifth and sixth clauses.

EIGHTH.- The parties agree that ESTAFETA will not be liable for loss, damages or erroneously delivered, undelivered or delayed shipments due to:
a) acts of God, force majeure events, or other causes beyond ESTAFETA's control;
b) acts or decisions by any authority;
c) incorrect or incomplete ADDRESSEE information;
d) electrical or magnetic damage, erasures or any other damage to electronic, photographic or engraved images of any kind;
e) the SENDER's inadequate or improper packing or packaging of SHIPMENT.

NINTH.- In case of misplacement, the SENDER must submit a written claim to ESTAFETA within 20 calendar days of having submitted the shipment to ESTAFETA. Claims must be addressed to the ESTAFETA customer service department in Mexico City. Whoever receives the SHIPMENT at its destination, must sign accordingly and in case of partial loss or damage, must submit the claim at that time.

TENTH.- Estafeta will not accept SHIPMENTS containing: currency, negotiable securities or certificates, jewels, antiques, precious metals, artwork, industrial carbons or diamonds, alcoholic beverages, firearms and weapons, explosives, vegetables and animals and offensive or obscene material. These effects are prohibited either by law, by order of the authorities and/or by IATA and include materials that are hazardous to handle, such as corrosive or flammable materials, and those that spoil easily or emit unpleasant odors. The same applies to foreign goods without the corresponding documentation authorizing their legal entry into the country, with the original or a notarized certified copy of this authorization attached to the SHIPMENT.

ELEVENTH.- OPTIONAL INSURANCE.- If the commercial value of the SHIPMENT is declared, with the SENDER having previously made the respective payment, ESTAFETA must contract insurance for the SENDER from an authorized insurance company. Claims will be submitted directly to the insurance company, while ESTAFETA must submit the corresponding damage or loss notification to the insurance company.

TWELFTH.- For the interpretation of or compliance with this agreement, the parties hereto state the Procuraduría General del Consumidor (Attorney General's Office for Consumer Protection) and the Courts of Common Matters of Mexico City, Federal District and the laws in force in Mexico City, Federal District as competent within their respective jurisdictions and as the case may be, and waiving to any other jurisdiction they may be entitled to by reason of their current or future addresses.

INTERNATIONAL MESSENGER AND PARCEL SERVICES ARE SUBJECT TO THE AGREEMENT APPROVED AND REGISTERED IN THE PROCURADURÍA GENERAL DEL CONSUMIDOR (ATTORNEY GENERAL'S OFFICE FOR CONSUMER PROTECTION), DOCUMENT NO. 24418, BOOK 1, VOLUME 8, PAGE 175, DATED MARCH 4,1997, WHOSE CLAUSES ARE IDENTICAL TO THOSE IN THE PREVIOUSLY TRANSCRIBED AGREEMENT, WITH THE EXCEPTION OF THE FOLLOWING:

SECOND.- ESTAFETA shall deliver the SHIPMENT on time as long as the customs authorities adhere to their normal official schedules. Delivery time will be counted as of SHIPMENT receipt and documentation. ESTAFETA delivery times, published in its publicly displayed Price List, must be considered.

THIRD.- THE SENDER agrees with ESTAFETA that it shall:

a) pay the rate and taxes on the service;
b) submit all the corresponding documentation in accordance with the applicable legal provisions of Customs, export and import permits to the countries where or through which the SHIPMENT will be transported and pay the corresponding expenses and costs, including but not limited to additional fees or surcharges, duties, fines, retainers, fees, etc. ESTAFETA waives any liability if the SENDER fails to comply with these obligations;
c) respond for the truthfulness of the information stated on the back of this WAYBILL, stating under oath that (s)he possesses the SHIPMENT legally and is fully authorized to enter into this agreement;
d) hold ESTAFETA, as well as its personnel, representatives and transportation lines, harmless from any claims or liability in relation to the content of the SHIPMENT and pay for the damages and injuries incurred, upon the submittal of the related bills;
e) pay, upon delivery of the SHIPMENT, for expenses and cost of storage and/or returning the SHIPMENT to its place of origin due to errors not attributable to ESTAFETA.

FOURTH: THE SENDER acknowledges and accepts that:

f) the service will be rendered on condition that the SENDER has correctly filled in the information on the WAYBILL;
g) ESTAFETA will select the transportation;
h) if the content does not correspond to the written statement or if it pertains to contents stipulated in the tenth clause, ESTAFETA will be automatically released from its obligations and will notify the SENDER regarding the place and conditions of the SHIPMENT in order for the SENDER to assume full responsibility;
a) since ESTAFETA has the right but not the obligation to inspect the SHIPMENT, it may open and identify it, through its own decision or due to an official order;
ESTAFETA will have the right to detain the SHIPMENT when the SENDER has payment(s)outstanding on the contracted service, in addition to its rights to file other claims.

SIXTH: Should ESTAFETA not comply with its delivery time due to causes attributable to it, upon a written request from the SENDER, ESTAFETA will provide a similar service to that contracted, free of charge, between the same cities and up to the same weight as the delayed SHIPMENT. The above will not include customs agency costs and expenses. This free service will be nontransferable and must be used within 12 months of the day the delayed SHIPMENT was received and documented. Except for ESTAFETA's liability described in this clause, both parties agree that ESTAFETA will not assume any other liability for delays in SHIPMENT pickup, documentation, transportation or delivery.

EIGHTH. The parties agree that ESTAFETA will not be responsible for losses, damages, or erroneously delivered, undelivered or delayed shipments due to:

a) acts of God, force majeure events, or other causes beyond ESTAFETA's control;
b) acts or decisions by any authority;
c) incorrect or incomplete ADDRESSEE information;
d) electrical or magnetic damage, erasures or any other damage to photographic or engraved images of any kind;
e) the SENDER's inadequate or improper packing or packaging of SHIPMENT.