
EXHIBIT (10)(P)(2)


                     FIRST AMENDMENT TO FINANCING AGREEMENT
                     --------------------------------------

      THIS FIRST  AMENDMENT TO FINANCING  AGREEMENT  (the First  Amendment),  is
executed in the place(s) and on the date(s)  stated below,  between  GLAMOURETTE
FASHION MILLS, INC. (Borrower),  a corporation  organized and existing under the
laws of the State of Delaware duly authorized to do business in the Commonwealth
of  Puerto  Rico;  and  BANCO  POPULAR  DE PUERTO  RICO  (the  Bank),  a banking
corporation  organized and existing under the laws of the Commonwealth of Puerto
Rico.


                                   WITNESSETH
                             ------------------
      WHEREAS, Borrower and the Bank are parties to a certain Financing
Agreement dated as of June 1, 1995 and executed under Affidavit number
16,053 before Notary Public Luis E. Lopez Correa (the Agreement);

      WHEREAS, Borrower and the Bank desire to amend the Agreement;

      NOW, THEREFORE, in consideration of the promises and the mutual agreements
herein contained, the parties hereto agree as follows:

1. Any term not  otherwise  herein  defined  shall have the  respective  meaning
accorded to such term under the  Agreement  as  amended.  Any  reference  to the
Agreement shall be deemed to be a reference to the Agreement as hereby amended.

2.    Section 1 of the Agreement is amended to add the following
definitions:
      (i) LIBOR RATE - shall mean as of any  particular  Interest  Pricing Date,
the  offered  quotation  for the rate of  interest  (expressed  out to the third
decimal place and truncated thereafter) on three-month deposits of United States
dollars in the London Interbank Market, as published by Telerate Systems,  Inc.)
at approximately  9:00 a.m.  (Eastern Standard time) on such date. If, as of any
Interest Pricing Date, LIBOR cannot be ascertained on the foregoing basis,  such
rate shall be the offered  quotation  to leading  banks in the London  Interbank
Market for three-month  deposits of United States Dollars at 9:00 a.m.  (Eastern
Standard time) on the date in question.

3.  Section 3 of the  Agreement  is  amended to include a third term loan in the
principal sum of $579,677.51  (the Third Term Loan) which the Bank has agreed to
advance to Borrower.  Principal on the Third Term Loan shall be payable in fifty
nine (59) equal,  consecutive  and monthly  installments in the principal sum of
$9,622.00  each,  plus  accrued  interest,  and a  final  payment  on  the  60th
installment for the pending balance of $9,619.51, plus accrued interest.

      The Second Term Loan shall be used by Borrower to finance the  acquisition
of machinery and equipment related to the upcoming expansion to the plant.

4. The Third  Term Loan  shall be  evidenced  by a  Promissory  Note (the  Third
Promissory Note) to be issued and delivered  concurrently  with the disbursement
of the Second Term Loan.  Borrower shall pay interest on the outstanding balance
of the  Third  Term Loan  since  its  disbursement  date at a  fluctuating  rate
equivalent  to 1.75%  over the  cost to the  Bank of  funds at the  Libor  Rate.
Provided  that the cost to the Bank of funds at the Libor  Rate shall be revised
and determined exclusively by the Bank and notified to Borrower.

5.  Section 3.03 is amended to establish  that  Borrower  shall pay to the Bank,
upon the  execution  of this  First  Amendment,  an  additional  commitment  fee
equivalent to 1/2% of the total principal amount of Term Loan 3.

6. The payment of all obligations  arising from the Third Term Loan and from the
Agreement  shall be  secured  by the  collateral  and by an  additional  chattel
mortgage note in the principal sum of  $579,677.51  subscribed  and delivered in
pledge by Borrower on this same date.

                                       1

<PAGE>
7. Except as expressly amended and modified hereby, the Agreement shall continue
to be and shall  remain in full force and effect in  accordance  with its terms.
The  appearing  parties  expressly  and  affirmatively  state  that it is  their
intention  that the First  Amendment  shall not  constitute  in any  manner  the
novation of the original  Agreement nor of any of the legal instruments  related
thereto.  Borrower  hereby agrees that the Loan  Documents  shall remain in full
force and effect and the  Collateral  security  provided  therein  shall be made
extensive  to all of  Borrower's  indebtedness  under  the  Agreement  as hereby
amended by the First Amendment.

      IN WITNESS WHEREOF,  the parties execute this First Amendment in the place
and on the date(s) mentioned herein below.


BANCO POPULAR DE PUERTO RICO


/s/  Sylma Eileen Suarez Correa
---------------------------------------
By:  Sylma Eileen Suarez Correa
     Authorized Officer


GLAMOURETTE FASHION MILLS, INC.

/s/ Lou Wenisch
--------------------------------------
By:  Lou Wenisch
     Authorized Officer









                                       2

<PAGE>
AFFIDAVIT NUMBER: 16,665

      Subscribed  to  before  me by Mr.  Lou  Wenisch,  of legal  age,  married,
executive and resident of  Murfreesboro,  Tennessee,  as  Authorized  Officer of
GLAMOURETTE  FASHION MILLS,  INC.; and Mrs. Sylma Eileen Suarez Correa, of legal
age,  married,  banker,  and resident of San Juan,  Puerto Rico,  as  Authorized
Officer of BANCO  POPULAR DE PUERTO  RICO,  both  personally  known to me in San
Juan, Puerto Rio, this 16th day of September, 1996.


                                       /s/  Luis E. Lopez Correa

                                       -------------------------------
                                       NOTARY PUBLIC

















                                       3
<PAGE>
                           CHATTEL MORTGAGE NOTE
                  ---------------------------------------

AMOUNT:  $579,677.51
MATURITY: ON DEMAND

      FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to the
order of BANCO  POPULAR DE PUERTO RICO,  ON DEMAND,  THE  PRINCIPAL  SUM OF FIVE
HUNDRED SEVENTY SEVEN DOLLARS AND FIFTY ONE CENTS  ($579,677.51) in lawful money
of the United States of America,  with interest thereon from the date hereof and
until  payment in full at a  fluctuating  annual rate  equivalent to the rate of
interest  published in general  circulation  newspapers  such as The Wall Street
Journal as the base rate charged by the largest  commercial  banks in the United
States of America (the Prime Rate). Provided, that in the event of more than one
such published rate on any given en date, the highest of such rates that legally
may be charged to the  undersigned in accordance  with the  applicable  laws and
regulations  shall apply.  Changes in the interest rate will be effective on the
announced  effective  date of any change in the Prime Rate subject to applicable
laws and regulations.

      In the event of recourse to the courts to enforce  collection of the whole
or any portion of the amount of this note, the undersigned  agrees to pay at the
time of filing of  proceedings to enforce  collection  the liquidated  amount of
FIFTY EIGHT THOUSAND  DOLLARS  ($58,000.00)  to cover court costs,  expenses and
reasonable attorneys' fees.

      Payment of this note has been  secured by a chattel  mortgage  lien on the
personal  property  described in affidavit number 16,668,  executed on this same
date before Notary Public Luis E. Lopez Correa.

      Presentation for payment, protest, notice of default or nonpayment as well
as any  statute of  limitations  that may  benefit  the  undersigned  are hereby
expressly waived.

      San Juan, Puerto Rico, this 16th day of September, 1996.

GLAMOURETTE FASHION MILLS, INC.

/s/ Lou Wenisch
---------------------------------
Lou Wenisch
Authorized Officer

AFFIDAVIT NUMBER  16,667

Subscribed to before me by Mr. Lou Wenisch, of legal age, married, executive and
resident of Murfreesboro,  Tennessee,  in his capacity as Authorized  Officer of
GLAMOURETTE  FASHION MILLS,  INC.,  personally  known to me at San Juan,  Puerto
Rico, this 16th day of September, 1996.

/s/ Luis E. Lopez Correa
---------------------------------
Notary Public

                                       4

<PAGE>
                                CHATTEL MORTGAGE
                          -------------------------------

      THIS CHATTEL  MORTGAGE  (the  Mortgage)  made and granted this 16th day of
September,  1996 by GLAMOURETTE FASHION MILLS, INC.  (Employer's Social Security
Number 02-033-3517)  (hereinafter  referred to as the Mortgagor),  a corporation
organized and existing under the laws of the State of Delaware,  duly authorized
to do business in the  Commonwealth  of Puerto Rico,  with principal  offices in
Quebradillas,  Puerto Rico, represented herein by is Authorized Officer,  MISTER
LOU WENISCH,  of legal age,  married,  executive and a resident of Murfreesboro,
Tennessee,  to and in favor of BANCO POPULAR DE PUERTO RICO  (Employer's  Social
Security Number 66-01705278) (Mortgagee),  a banking corporation organized under
the laws of the  Commonwealth of Puerto Rico, with principal  offices at Popular
Center  Building in the Hato Rey Ward of the  Municipality  of San Juan,  Puerto
Rico,  represented  herein by its Authorized  Officer,  MRS. SYLMA EILEEN SUAREZ
CORREA, of legal age, married, a banker and a resident of San Juan, Puerto Rico.

                                   WITNESSETH
                               -------------------

      That the said Mortgagor  hereby  mortgages in favor of the Mortgagee,  and
hereby  creates a mortgage lien upon all of the personal  property  described in
Schedule A (the Mortgaged  Property)  attached hereto and made a part hereof and
located at State Road 113,  Km.  10.9,  Quebradillas,  Puerto  Rico,  now in the
possession of the Mortgagor and with a value of $579,677.51.

      The  Mortgage  is given and  granted as  security  for the  payment to the
Mortgagee,  of a mortgage note of even date herewith  issued to is order, in the
principal amount of $579,677.51,  payable on demand (the Mortgage Note), bearing
interest  at a  fluctuating  annual  rate  equivalent  to the  rate of  interest
published in general  circulation  newspapers such as The Wall Street Journal as
the prime rate  charged  by the  principal  commercial  banks in the City of New
York, New York (the Prime Rate).  A certified  photocopy of the Mortgage Note is
attached hereto and made a part hereof as Schedule B.

      All the terms  conditions and  stipulations set forth in the Mortgage Note
are made a part of the Mortgage.  Upon the  occurrence of an event of default of
Borrower  under the Mortgage,  the Mortgage Note or any obligation for which the
Mortgage Note shall have been pledged,  and such event of default shall continue
after any applicable grace, notice or cure period, the obligation hereby secured
shall  become  due and  payable,  and in any such event the  Mortgagee  shall be
entitled to take  recourse to the courts to obtain  payment of the amounts  owed
and/or to foreclose the Mortgage.

      The Mortgagor and the Mortgagee  further agree,  covenant and stipulate as
follows:

1. The mortgage  shall at all times  constitute  security to the person  therein
designated as payee, and said security shall at all time inure to the benefit of
the  holder  or  holders  of  the  Mortgage  Note,  and  the  heirs,  executors,
administrators  and assigns of the person in the  Mortgage  Note  designated  as
payee,  and/or the heirs,  executors,  successors,  administrators  and  assigns
thereof.

2. The Mortgage shall constitute, and shall at all times be deemed to constitute
security for the payment of the Mortgage Note additional to any and all security
which may have been  given  heretofore  or which may be given or  granted in the
future, by the Mortgagor, or by any other party or parties.

3. The Mortgagor agrees to pay on time any and all taxes assessed or that may be
assessed on the Mortgaged Property; to pay on time any and all taxes assessed or
that may be assessed on the mortgaged Property by reason of the purchase,  sale,
use or  importation  thereof  and to furnish  evidence  to the  Mortgagee,  upon
request, of payment of all such taxes.

4. The mortgagor  shall  insure,  and shall at all times during the life of this
Agreement  keep the Mortgaged  Property  insured,  for the market value thereof,
against such insurable risks as the Mortgagee shall reasonably require. all such
insurance shall be placed in an insurance  company or companies  satisfactory to
the  Mortgagee.  All rights and benefits of the  Mortgagor  under the  insurance
policies  shall be duly  assigned  to the  Mortgagee  by means of the  necessary
endorsements,  of all  said  insurance  policies  shall  at all  times be in the
possession of the Mortgagee.

5. Any compensation,  judgment or decree for damages to the Mortgaged  Property,
and all compensation granted by virtue of condemnation proceedings, or any other
kind of judicial  proceedings,  is hereby irrevocably assigned to the Mortgagee.
The mortgagee is hereby authorized to receive all such compensation,  as such as
any amounts  granted by any judgment or decree,  and to issue all such receipts,
releases and acknowledgments of payment as may be required,  and shall apply all
such  compensation  and  amounts  to the  satisfaction  of  all  of  Mortgagor's
indebtedness to the Bank.

                                       5

<PAGE>
6. The Mortgagor  hereby waives any and all rights or exemption from  attachment
and execution  provided for in any law or statue of the  Commonwealth  of Puerto
Rico.

7.    The Mortgage secures the payment of the principal of the Mortgage
Note; interest up to the amount of $58,000.00 and a credit for expenses,
costs, disbursements and attorneys' fees in the amount of $58,000.00

8. Mortgagor  admits and  acknowledges  that this instrument has been signed and
executed after all the  agreements,  covenants and  stipulations  of the parties
hereto were set forth in writing,  and that upon the  signing and  execution  of
this instrument a true and faithful copy hereof was received by the Mortgagor.

9. The conditions of this obligation are that if the Mortgagor shall perform the
conditions above stated according to their terms,  then this obligation shall be
without force and effect.

      EXECUTED in the  Municipality  of San Juan,  Commonwealth  of Puerto Rico,
this 16th day of September, 1996.


BANCO POPULAR DE PUERTO RICO

/s/ Sylma Eileen Suarez Correa
-------------------------------
By:   Sylma Eileen Suarez Correa
      Authorized Officer

/s/ Alfred Furnie
--------------------------------
Witness


GLAMOURETTE FASHION MILLS, INC.

/s/ Lou Wenisch
--------------------------------
By:   Lou Wenisch
      Authorized Officer

/s/  Louis Hernandez
--------------------------------
Witness

                                       6
<PAGE>

                              SWORN STATEMENT
                       -----------------------------

      MR. LOU WENISCH  being duly sworn according to law, deposes and says:

      That I am an Authorized Officer of GLAMOURETTE FASHION MILLS, INC.
and duly authorized to execute this instrument.

      That  GLAMOURETTE  FASHION MILLS,  INC. is the legal and absolute owner of
the personal  property  described in the preceding  Mortgage,  of which Mortgage
this sworn  declaration is a part; that the Mortgaged  Property is free from all
claims, liens or charges, except the Mortgage of which this sworn declaration is
a part; that there does not exist any judgment,  or orders of execution  against
the Mortgagor  that may affect the title of the personal  property  described in
the  Mortgage;  and that the Mortgage is granted for the purpose of securing the
obligation described therein and constitutes a just and valid obligation.

/s/ Lou Wenisch
----------------------------
Deponent


AFFIDAVIT NO. 16,668

      Sworn and  subscribed  to  before me by MR.  LOU  WENISCH,  of legal  age,
married,  executive  and  resident of  Murfreesboro,  Tennessee,  as  Authorized
Officer of GLAMOURETTE FASHION MILLS, INC.,  personally known to me at San Juan,
Puerto Rico, this 16th day of September, 1996.

/s/ Luis E. Lopez Correa
---------------------------------
Notary Public


                                       7
<PAGE>
SCHEDULE A

GLAMOURETTE FASHION MILLS, INC.
CAPITAL ASSETS
AS OF 08/23/96

ASSETS                                    SERIAL                    CAPITAL
  NO.             DESCRIPTION              NO.       SUPPLIER       VALUE
-----------------------------------------------------------------------------
53952          PADDLE MACHINE 700 LBS.     2100    CTM. INC.      $40,493.59
53983          PADDLE MACHINE 700 LBS.     2101    CTM. INC.       36,801.43
53984          PADDLE MACHINE 700 LBS.     2102    CTM. INC.       36,801.44
53985          PADDLE MACHINE 700 LBS.     2103    CTM. INC.       36,801.44
53986          PADDLE MACHINE 700 LBS.     2104    CTM. INC.       36,801.44
53996          PADDLE MACHINE 700 LBS.     2105    CTM. INC.       35,683.76
53997          PADDLE MACHINE 700 LBS.     2106    CTM. INC.       35,683.77
                                                                  ----------
               SUBTOTAL                                           259,068.87
                                                                  ----------

               SCHELLER TRANSROBOT 2 E14   1290    HENSCHEL        39,105.21
               SCHELLER TRANSROBOT 2 E14   1248    HENSCHEL        39,105.21
               SCHELLER TRANSROBOT 2 E14   1119    HENSCHEL        15,615.21
               SCHELLER TRANSROBOT TR-2    1088    HENSCHEL        22,392.50
               SCHELLER TRANSROBOT TR-2    1089    HENSCHEL        22,392.51
                                                                  ----------
               SUBTOTAL                                           138,610.64
                                                                  ----------

               SCHELLER BS 9GG 36"         1924    TEXTILE MACH.   36,400.00
               SCHELLER BS 9GG 36           592    TEXTILE MACH.   36,400.00
               SCHELLER BS 9GG 32"         1756    TEXTILE MACH.   36,400.00
               SCHELLER BSI 9GG            2900    TEXTILE MACH.   36,400.00
               SCHELLER BSI 9GG            2901    TEXTILE MACH.   36,400.00
                                                                  ----------
               SUBTOTAL                                           182,000.00
                                                                  ----------
               TOTAL                                             $579,677.51
                                                                  ==========

Machines purchased to Textile Machinery to be delivered during
September/October & November, 1996.   $91,000.00 ... 50% of its value paid
with the purchase order.







                                       8

<PAGE>
SCHEDULE B

                           CHATTEL MORTGAGE NOTE
                  ---------------------------------------

AMOUNT:  $579,677.51
MATURITY: ON DEMAND

      FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to the
order of BANCO  POPULAR DE PUERTO RICO,  ON DEMAND,  THE  PRINCIPAL  SUM OF FIVE
HUNDRED SEVENTY SEVEN DOLLARS AND FIFTY ONE CENTS  ($579,677.51) in lawful money
of the United States of America,  with interest thereon from the date hereof and
until  payment in full at a  fluctuating  annual rate  equivalent to the rate of
interest  published in general  circulation  newspapers  such as The Wall Street
Journal as the base rate charged by the largest  commercial  banks in the United
States of America (the Prime Rate). Provided, that in the event of more than one
such published rate on any given en date, the highest of such rates that legally
may be charged to the  undersigned in accordance  with the  applicable  laws and
regulations  shall apply.  Changes in the interest rate will be effective on the
announced  effective  date of any change in the Prime Rate subject to applicable
laws and regulations.

      In the event of recourse to the courts to enforce  collection of the whole
or any portion of the amount of this note, the undersigned  agrees to pay at the
time of filing of  proceedings to enforce  collection  the liquidated  amount of
FIFTY EIGHT THOUSAND  DOLLARS  ($58,000.00)  to cover court costs,  expenses and
reasonable attorneys' fees.

      Payment of this note has been  secured by a chattel  mortgage  lien on the
personal  property  described in affidavit number 16,668,  executed on this same
date before Notary Public Luis E. Lopez Correa.

      Presentation for payment, protest, notice of default or nonpayment as well
as any  statute of  limitations  that may  benefit  the  undersigned  are hereby
expressly waived.

      San Juan, Puerto Rico, this 16th day of September, 1996.

GLAMOURETTE FASHION MILLS, INC.

/s/ Lou Wenisch
---------------------------------
Lou Wenisch
Authorized Officer

AFFIDAVIT NUMBER  16,667

Subscribed to before me by Mr. Lou Wenisch, of legal age, married, executive and
resident of Murfreesboro,  Tennessee,  in his capacity as Authorized  Officer of
GLAMOURETTE  FASHION MILLS,  INC.,  personally  known to me at San Juan,  Puerto
Rico, this 16th day of September, 1996.

/s/ Luis E. Lopez Correa
---------------------------------
Notary Public
PLEDGE AGREEMENT

      Pursuant to a certain Financing  Agreement (the "Agreement")  entered into
on June 1, 1995, as amended,  by and between  GLAMOURETTE  FASHION  MILLS,  INC.
(Borrower) and BANCO POPULAR DE PUERTO RICO (the Bank),  the undersigned  hereby
pledges,  assigns,  delivers and transfers to the Bank the following  collateral
security:

      (i) Chattel  Mortgage Note in the principal sum of $579,677.51  payable to
the order of the Bank,  guaranteed with chattel mortgage constituted pursuant to
affidavit  number 16,668 executed on this same date before Notary Public Luis E.
Lopez Correa.

      All  capitalized  terms  not  otherwise  defined  herein  shall  have  the
respective  meaning assigned to them in the Agreement.  Upon an occurrence of an
Event of Default of Borrower under the Agreement or in any other  agreement with
the Bank (the other Agreements),  then and in any such event the amounts owed to
the Bank  pursuant to the  Agreement and the other  Agreements  shall  forthwith
become due and payable  without  presentment,  demand,  protest or notice of any
kind, all of which are hereby expressly waived.

                                       9
<PAGE>
      The Mortgage securing the payment of the Mortgage Note herein delivered in
pledge shall remain in full force and effect until Borrower pays in its entirety
all the sums owed to the Bank under the Agreement and under the other Agreements
together  with the interest.  provided,  that in the event of  noncompliance  by
Borrower in the  performance of any obligation with the Bank under the Agreement
and under the other Agreements,  it shall empower the Bank to foreclose directly
any of the Mortgage  securing  the payment of the Mortgage  Note and collect the
amounts owed without it being  necessary  to foreclose  first the pledge  herein
delivered.

      In aid of the rights  granted to the Bank hereof it is further  stipulated
and agreed by the parties  that the Bank,  as holder for value and in due course
of the  Mortgage  Note  delivered in pledge,  is hereby  vested with an interest
thereto,  with full power to pass such  interest to any persons,  by delivery or
endorsement,  and the Bank or any  other  holder of the said  Mortgage  Note may
collect the same in their own name by judicial proceedings or otherwise,  and by
foreclosure  of  the  Mortgage  securing  their  payment   simultaneously   with
foreclosure on the pledge.

      Borrower  agrees to deliver  to the Bank  additional  collateral  security
acceptable  to the Bank,  or to make  payments  on account  to is  satisfaction,
should  the  market  value of all such  collateral  held by the Bank at any time
suffer any decline.  Borrower hereby gives to the Bank a lien for the amount for
all such  obligations and liabilities  upon all securities or other property now
or at any time  hereafter  given unto or left in the  possession  of the Bank by
Borrower,  whether  for  the  express  purpose  of  being  used  by the  Bank as
collateral  security,  or for any other or  different  purpose and also upon any
balance of any deposit account of Borrower with the Bank.

      No failure or delay on the part of the Bank in exercising any right, power
or remedy  hereunder shall operate as a waiver thereof;  nor shall any single or
partial  exercise  of any such  right,  power or  remedy  preclude  any other or
further  exercise or the exercise of any other right,  power or remedy hereunder
or under any other agreement or applicable law. The remedies  provided by law or
in any other agreement.

      No  amendment,  modification,  termination,  or waiver of any provision of
this Pledged  Agreement nor consent to any  departure by the Borrower  therefrom
shall in any event be  effective  unless the same shall be in writing and signed
by the Bank,  and then such  waiver or consent  shall be  effective  only in the
specific instance and for the specific purpose for which given.

      This Pledge  Agreement  shall be governed by, and  construed in accordance
with, the laws of the  Commonwealth of Puerto Rico. Any provision of it which is
prohibited  or  unenforceable  shall  be  ineffective  to  the  extent  of  such
prohibition or  unenforceablity  without  invalidating the remaining  provisions
hereof or thereof.

      Whenever used herin,  the singular  number shall  include the plural,  the
plural  the  singular,  and the use of any  gender  shall be  applicable  to all
genders.

      This  Pledge  Agreement  constitutes  the  entire  agreement  between  the
parties. None of the terms, conditions or provisions contained in this Agreement
may by changed,  modified or deleted,  except by an  instrument  executed by the
parties.

      IN WITNESS WHEREOF, the parties execute this Agreement at San Juan, Puerto
Rico, on the date mentioned hereinbelow.

GLAMOURETTE FASHION MILLS, INC.



By:/s/ Lou Wenisch
------------------------------------
 Lou Wenisch
Officer Authorized

AGREED AND ACCEPTED:
BANCO POPULAR DE PUERTO RICO

By:/s/ Sylma Eileen Suarez Correa
------------------------------------
Sylma Eileen Suarez Correa
Authorized Officer









                                       10
<PAGE>
AFFIDAVIT NO.:  16,666

      Subscribed  to  before  me by Mr.  Lou  Wenisch,  of legal  age,  married,
executive and resident of  Murfreesboro,  Tennessee,  as  Authorized  Officer of
GLAMOURETTE  FASHION MILLS,  INC.;  and by Mrs.  Sylma Eileen Suarez Correa,  of
legal  age,  married,  a banker  and  resident  of  Guaynabo,  Puerto  Rico,  as
authorized  officer of BANCO POPULAR DE PUERTO RICO, both personally known to me
at San Juan, Puerto Rico, this 16th day of September, 1996.

/s/ Luis E. Lopez Correa
---------------------------------
Notary Public



























                                       11
