KANSAS CITY SOUTHERN
EXH. 10.5 CONSULTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>form8k_122004ex105.txt
<DESCRIPTION>EXH. 10.5 CONSULTING AGREEMENT
<TEXT>
                                                                    Exhibit 10.5


                              CONSULTING AGREEMENT

                                     BETWEEN

                              KANSAS CITY SOUTHERN

                                       AND

              JOSE F. SERRANO INTERNATIONAL BUSINESS, S.A. DE C.V.


<PAGE>



                                TABLE OF CONTENTS

                                                                            PAGE

1.    Construction.............................................................1

2.    Engagement...............................................................2

3.    Duties...................................................................3

4.    Term.....................................................................4

5.    Consulting Services Fees and Escrow......................................4

6.    VAT Claim and Put Advisory Fee...........................................5

7.    Restrictions on Transfer of Consulting Firm Stock........................5

8.    Termination..............................................................5

9.    Non-Disclosure...........................................................7

10.   Duties Upon Termination; Survival........................................8

11.   Compliance with Laws.....................................................8

12.   Indemnification..........................................................9

13.   Notice..................................................................10

14.   Amendment...............................................................11

15.   Successors in Interest..................................................11

16.   Severability............................................................11

17.   Governing Law; Dispute Resolution.......................................11

18.   Entire Agreement; Effective Time........................................14


<PAGE>


                              TABLE OF DEFINITIONS


"ACQUISITION"  shall  have  the  meaning  set  forth  in the  Recitals  to  this
Agreement.

"ACQUISITION AGREEMENT" shall have the meaning set forth in the Recitals to this
Agreement.

"AFFILIATE" shall mean, with respect to a specified person,  (i) any person that
directly,  or  indirectly  through  one or more  intermediaries,  controls or is
controlled by, or is under common control with, the specified  person,  and (ii)
any person that is an officer,  director,  trustee, member or general member of,
or serves in a similar  capacity  with respect to, the specified  person,  or of
which the specified person is an officer,  director,  trustee, member or general
member,  or with  respect  to which  the  specified  person  serves in a similar
capacity.  For purposes of this  definition,  the term  "control" when used with
respect to a person  (including  entities  incorporated or organized in the UMS)
means (a) the  beneficial  ownership  of 10% or more of the voting  interests in
such person, or (b) the possession,  direct or indirect,  of the power to direct
or cause the direction of the  management  and policies of such person,  whether
through the ownership of voting securities, by contract or otherwise.

"AGREEMENT" shall have the meaning set forth in the preamble of this Agreement.

"ANNUAL FEE" shall have the meaning set forth in SECTION 5(A) of this Agreement.

"ARBITRATION  COSTS"  shall have the meaning set forth in SECTION  17(E)(II)  of
this Agreement.

"ARBITRATION  DEMAND"  shall have the meaning set forth in SECTION 17(D) of this
Agreement.

"ARBITRATORS"  shall  have  the  meaning  set  forth  in  SECTION  18(E) of this
Agreement.

"BOARD" shall mean the Board of Directors of Company.

"BUSINESS" shall have the meaning set forth in the Recitals to this Agreement.

"BUSINESS DAY" shall mean any day that is not a Saturday,  a Sunday or other day
on which banks are required or authorized by law to be closed in the U.S. or the
UMS.

"COMPANY" shall have the meaning set forth in the preamble of this Agreement.

"COMPANY  TRADE  SECRET"  shall have the  meaning set forth in SECTION 9 of this
Agreement.

"CONSOLIDATED  FEE" shall  have the  meaning  set forth in SECTION  5(A) of this
Agreement.

"CONSULTING  COMPENSATION  ESCROW"  shall have the  meaning set forth in SECTION
5(A) of this Agreement.

"CONSULTING  COMPENSATION  ESCROW  AGENT"  shall have the  meaning  set forth in
SECTION 5(A) of this Agreement.

<PAGE>

"CONSULTING  COMPENSATION  ESCROW AGREEMENT" shall have the meaning set forth in
SECTION 5(A) of this Agreement.

"CONSULTING  FIRM"  shall have the  meaning  set forth in the  preamble  of this
Agreement.

"CONSULTING FIRM STOCK" shall have the meaning set forth in SECTION 5(C) of this
Agreement.

"CONSULTING  SERVICES"  shall have the meaning set forth in SECTION 3(A) of this
Agreement.

"DISABILITY" shall have the meaning set forth in SECTION 8(B) of this Agreement.

"DISPUTES" shall have the meaning set forth in SECTION 17(A) of this Agreement.

"DISPUTE  NOTICE"  shall have the  meaning  set forth in  SECTION  17(C) of this
Agreement.

"DOLLARS"  or "$" shall have the meaning  set forth in SECTION  1(A)(IX) of this
Agreement.

"EFFECTIVE  TIME"  shall mean the time of the  occurrence  of the Closing of the
Acquisition Agreement.

"EXCHANGE  ACT"  shall  have  the  meaning  set  forth in  SECTION  5(C) of this
Agreement.

"FOR CAUSE" shall have the meaning set forth in SECTION 8(E) of this Agreement.

"GTFM" shall mean Grupo  Transportacion  Ferroviaria  Mexicana,  S.A. de C.V., a
SOCIEDAD ANONIMA DE CAPITAL VARIABLE organized under the laws of the UMS.

"INCLUDING"  shall  have the  meaning  set  forth  in  SECTION  1(A)(V)  of this
Agreement.

"IRS" shall mean Internal Revenue Service of the U.S.

"JSS" shall have the meaning set forth in the Recitals to this Agreement.

"LABOR  LAWSUIT" shall have the meaning set forth in SECTION  8(E)(VIII) of this
Agreement.

"LOSSES" shall have the meaning set forth in SECTION 12 of this Agreement.

"MM" shall  mean TMM  Multimodal  S.A.  de C.V.,  a SOCIEDAD  ANONIMA DE CAPITAL
VARIABLE organized under the laws of the UMS.

"NON-MANAGEMENT  DIRECTORS"  shall have the meaning set forth in SECTION 5(B) of
this Agreement.

"PARTY" or  "PARTIES"  shall have the meaning set forth in the  preamble of this
Agreement.

"PAYMENT  CONDITIONS"  shall have the meaning set forth in SECTION  5(B) of this
Agreement.

"PAYMENT  DATE"  shall  have  the  meaning  set  forth in  SECTION  5(A) of this
Agreement.

<PAGE>

"PAYMENT  DATE PERIOD"  shall have the meaning set forth in SECTION 5(B) of this
Agreement.

"PERSON" shall have the meaning set forth in SECTION 1(A)(VI) of this Agreement.

"PROCESS  AGENT"  shall  have the  meaning  set forth in  SECTION  17(G) of this
Agreement.

"RECORDS" shall have the meaning set forth in SECTION 11(E) of this Agreement.

"REGISTRATION  RIGHTS  AGREEMENT" shall mean the Registration  Rights Agreement,
dated as of the date of this Agreement, among Company, TMM, TMMH, MM and certain
stockholders of TMM.

"SHALL"  shall  have  the  meaning  set  forth  in  SECTION  1(A)(VIII)  of this
Agreement.

"STOCKHOLDERS'  AGREEMENT" shall mean the Stockholders'  Agreement,  dated as of
the  date  of this  Agreement,  among  Company,  Grupo  TMM,  S.A.  and  certain
subsidiaries and stockholders of Grupo TMM, S.A.

"TERM" shall have the meaning set forth in SECTION 4 of this Agreement.

"TFM"  shall mean TFM,  S.A.  de C.V.,  a SOCIEDAD  ANONIMA DE CAPITAL  VARIABLE
organized under the laws of the UMS.

"TMM" shall mean Grupo TMM S.A., a SOCIEDAD ANONIMA  organized under the laws of
the UMS.

"TMMH"  shall mean TMM  Holdings  S.A.  de C.V.,  a SOCIEDAD  ANONIMA DE CAPITAL
VARIABLE organized under the laws of the UMS and a subsidiary of GTMM.

"TRANSFER" shall have the meaning set forth in SECTION 7 of this Agreement.

"UMS" shall mean the United Mexican States.

"U.S." shall mean the United States of America.

"U.S. LAWS" shall have the meaning set forth in SECTION 11(B) of this Agreement.

"VAT CLAIM AND PUT  ADVISORY  FEE" shall have the  meaning  set forth in SECTION
6(A) of this Agreement.

"VOLUME  WEIGHTED  PRICE" means the average  trading  price per share of Company
Common  Stock on the New York Stock  Exchange  for the twenty  (20)  consecutive
trading days  immediately  preceding the announcement of the Final Resolution of
the VAT and Put  (excluding  for this  purpose the 180 day period for claims and
appeals), as reported on Bloomberg (VAP function).

<PAGE>

                              CONSULTING AGREEMENT

     THIS CONSULTING  AGREEMENT (this "AGREEMENT"),  made and entered into as of
this  15th  day of  December,  2004,  but to  become  effective  as  hereinafter
provided,   by  and  between  Kansas  City  Southern,   a  Delaware  corporation
("COMPANY"),  and Jose F.  Serrano  International  Business,  S.A.  de  C.V.,  a
SOCIEDAD  ANONIMA  DE  CAPITAL  VARIABLE  organized  under  the laws of the UMS,
organized  under  the  laws  of the UMS  ("CONSULTING  FIRM")  (individually,  a
"PARTY";  collectively,  the "PARTIES").  Unless otherwise specified herein, all
capitalized terms used and not defined in this Agreement shall have the meanings
ascribed to them in the Acquisition Agreement (defined below).

                                    RECITALS

     WHEREAS,  Company,  along with its  Affiliates,  owns and  operates a North
American rail network which connects key  commercial  and industrial  markets in
the central U.S. with major industrial cities in the UMS (the "BUSINESS");

     WHEREAS, Company, TMM, MM, TMMH and others have entered into an amended and
restated  acquisition  agreement dated as of December 15, 2004 (the "ACQUISITION
AGREEMENT"),  pursuant to which,  among other things, all of the shares of stock
of  GTFM  owned  by MM  are to be  acquired  by  subsidiaries  of  Company  (the
"ACQUISITION"),  resulting in an increase in the Company's  interest in and need
for support of the operations of the Business in the UMS;

     WHEREAS,  Jose F.  Serrano  Segovia  ("JSS"),  as  Chairman of the Board of
Directors of GTFM, has knowledge and experience  regarding Mexican  governmental
relationships relevant to the Business;

     WHEREAS, JSS has established  Consulting Firm to provide certain consulting
services; and

     WHEREAS,  as a condition to its  willingness to enter into the  Acquisition
Agreement,  Company desires that Consulting Firm agree to provide to the Company
certain  consulting  services,  and  Consulting  Firm is  willing  to make  such
services available to Company, all on the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein  contained,  it is agreed by and between  Company and Consulting  Firm as
follows:

     1.   CONSTRUCTION.

     (a)  REFERENCES.

          (i)  The Recitals to this Agreement shall be incorporated by reference
               into,  and deemed part of, this  Agreement and all  references to
               this Agreement shall include the Recitals.

<PAGE>

          (ii) References to any law,  legislative act, rule or regulation shall
               mean references to such law,  legislative act, rule or regulation
               in  changed  or  supplemented  form  or to a newly  adopted  law,
               legislative  act,  rule or  regulation  replacing a previous law,
               legislative act, rule or regulation.

          (iii)References to a number of days shall mean calendar  days,  unless
               expressly indicated otherwise.

          (iv) References to an Exhibit,  Schedule,  Section or Article shall be
               to such Exhibit,  Schedule, Section or Article of this Agreement,
               unless otherwise provided herein.

          (v)  References to the word "INCLUDING" shall mean "including, without
               limitation."

          (vi) The   word   "PERSON"   includes,   where   appropriate,   firms,
               associations,  companies,  partnerships, trusts, corporations and
               other legal entities, including public bodies, as well as natural
               persons.

          (vii)Words importing the singular  import the plural,  and vice versa,
               and words importing one gender import the other gender.

          (viii) The word "SHALL" when used in this  Agreement or any  Schedules
               hereto is a word of mandate, construed as "must."

          (ix) References  to  "DOLLARS"  and "$" in this  Agreement  shall mean
               Dollars of the U.S.

     (b) HEADINGS. The Article,  Section,  Schedule and Exhibit headings of, and
the Table of Contents to, this Agreement are for reference and convenience  only
and shall not be considered in the interpretation of this Agreement.

     (c)  DEFINITIONS.  Defined  terms  used in this  Agreement  shall  have the
meanings  specified in the Table of Definitions set forth  immediately  prior to
the preamble.

     2. ENGAGEMENT.

     (a) Company  hereby  agrees to engage  Consulting  Firm as of the Effective
Time during the Term to provide the Consulting  Services,  and  Consulting  Firm
hereby accepts such  engagement  and agrees to perform the Consulting  Services,
upon the terms and conditions of this Agreement.  Consulting Firm represents and
warrants that it has full  authority to enter into this Agreement and that it is
not restricted in any manner whatsoever from performing services hereunder.

     (b) The  relationship  hereby created  between  Company and Consulting Firm
shall be that of an  independent  contractor  and  shall  not be  considered  as
creating   the   relationship   of    employer-employee/laborer,    partnership,
principal-agent, joint venture or association of any other kind. Consulting Firm
acknowledges  that there does not exist between one or more of

<PAGE>

Consulting  Firm, JSS or any employee or  representative  of Consulting Firm, on
the one side, and one or more of Company or its  Affiliates,  on the other side,
the relationship of employer-employee/laborer,  partnership,  principal-agent or
joint venture.

     (c)  Notwithstanding   any  other  provision  of  this  Agreement,   unless
Consulting  Firm is or becomes  subject to  taxation  in the U.S. as a result of
actions other than those of Company set forth below, Company agrees that it will
not during the Term or thereafter:

          (i)  take any action  that  would  subject  Consulting  Firm or JSS to
               federal  income  taxation in the U.S. of any payments or benefits
               received by Consulting Firm under this Agreement;

          (ii) take any tax position  inconsistent  with  Consulting Firm or JSS
               being an  independent  contractor or not being subject to federal
               income  taxation in the U.S. in connection  with its  performance
               under  this  Agreement   (unless  and  until  there  is  a  final
               non-appealable judgment of a court of competent jurisdiction that
               requires Company to do otherwise); or

          (iii)require  Consulting Firm to perform any Consulting  Services that
               Consulting  Firm's counsel  advises  Company would  reasonably be
               expected  to subject  Consulting  Firm or JSS to  taxation in the
               U.S.

     3. DUTIES.

     (a) PROVISION OF CONSULTING  SERVICES.  Consulting  Firm shall provide such
consulting  services as may be  reasonably  requested in writing by the Board of
the Company  related to the  maintenance,  fostering and promotion of a positive
relationship   between  the  Company  and/or  its  Affiliates  and  high-ranking
officials of those branches of the Mexican government that have an impact on the
Mexican  railroad   industry  or  the  Business  (the  "CONSULTING   SERVICES").
Consulting Firm shall faithfully  perform its duties under this Agreement to the
best of its  ability,  utilizing  all of its  skills and  experience,  and shall
devote  all  business  time  necessary  for the  performance  of the  Consulting
Services  hereunder.  Company  acknowledges that Consulting Firm will render the
Consulting Services in Mexico and in no event in the U.S.

     (b) PARTICIPATION OF JSS.  Consulting Firm represents and warrants that (i)
JSS is an officer of the Consulting Firm,  serving as the legal  representative,
and (ii) JSS  personally  is actively  engaged in the  provision  of  Consulting
Services to Company.  Company acknowledges that JSS is employed full-time as the
Chief  Executive  Officer  of another  corporation  and may during the Term have
other or additional business  activities or interests,  including managing other
enterprises  and  managing  his  and  his  family's   investments  and  business
activities.  Nothing  herein shall be interpreted to require that JSS devote his
full time and full attention to providing the Consulting Services, provided that
during the Term (whether or not this  Agreement has been  terminated)  JSS shall
not be  employed  by or provide  any advice or  service  to any  Competitor,  as
defined in the Stockholders' Agreement.

<PAGE>

     4.  TERM.  The term of this  Agreement  shall be for a period  of three (3)
years,  commencing on the first  Business Day  following the Effective  Time and
terminating  on the third  anniversary  thereof,  unless  terminated  earlier in
accordance with SECTION 8 (the "TERM").

     5. CONSULTING SERVICES FEES AND ESCROW.

     (a)  Subject  to the  limitations  in this  Agreement,  Company  shall  pay
Consulting  Firm during the Term as  consideration  for providing the Consulting
Services  an annual  fee of  $3,000,000  (three  million  Dollars)  in cash (the
"ANNUAL FEE"),  which Annual Fee shall be paid no later than the last day of the
month  following  the first,  second and third  anniversary  of the date of this
Agreement  (the  "PAYMENT  DATE").  At Closing  (as  defined in the  Acquisition
Agreement), Company shall deposit the total amount of the Annual Fee for each of
the years  comprising the three (3) year Term equal to $9,000,000  (nine million
Dollars)  (the  "CONSOLIDATED  FEE")  in  an  escrow  account  (the  "CONSULTING
COMPENSATION   ESCROW").  The  Consolidated  Fee  deposited  in  the  Consulting
Compensation  Escrow  shall  be  held  and  released  by an  escrow  agent  (the
"CONSULTING  COMPENSATION  ESCROW  AGENT")  in  accordance  with the  terms  and
conditions  of this  Agreement  and the escrow  agreement  in the form  attached
hereto as Exhibit A (the "CONSULTING COMPENSATION ESCROW AGREEMENT").

     (b) Notwithstanding  any other provision of this Agreement,  the Annual Fee
payable with respect to each  successive  one-year  period within the Term shall
not be paid on the  respective  Payment Date if the members of the Board who are
independent  directors of the Company,  as defined under the applicable rules of
the New  York  Stock  Exchange  (the  "NON-MANAGEMENT  DIRECTORS"),  shall  have
reasonably  determined in good faith prior to the applicable  Payment Date that,
during such one-year period (the "PAYMENT DATE PERIOD"),  Consulting Firm or JSS
has  failed to comply in one or more  material  respects  with the terms of this
Agreement,  which  failure was not remedied  within ten (10) Business Days after
written  notice from the  Non-Management  Directors  setting forth in reasonable
detail the actions which the  Non-Management  Directors believe  constitute such
failure  (collectively,  the  "PAYMENT  CONDITIONS").  In  the  event  that  the
Non-Management Directors determine that Consulting Firm or JSS has not satisfied
the  Payment  Conditions,  the  Non-Management  Directors  shall,  prior  to the
relevant  Payment Date,  provide written notice to Consulting Firm  specifically
identifying  the  manner  in which the  Non-Management  Directors  believe  that
Consulting Firm or JSS has failed to satisfy the Payment  Conditions during such
period and the Annual Fee which would have been paid  pursuant  to Section  5(a)
shall be forfeited.  In such case,  the Company shall provide  written notice to
the Consulting Compensation Escrow Agent prior to the relevant Payment Date that
the Payment Conditions have not been satisfied.  If the Consulting  Compensation
Escrow Agent has not received such written notice prior to the relevant  Payment
Date, the Consulting Compensation Escrow Agent shall transfer the Annual Fee for
such period to Consulting  Firm  pursuant to SECTION 5(A).  For purposes of this
Agreement, the determination of a majority of the Non-Management Directors shall
be deemed the determination of the Non-Management Directors.

     (c) As of the  date of  execution  of the  Consulting  Compensation  Escrow
Agreement, Consulting Firm shall control all investment decisions of the amounts
held in escrow by the  Consulting  Compensation  Escrow  Agent.  Subject  to the
Stockholders'  Agreement  and in a manner  that  complies  with  the  Securities
Exchange Act of 1934 (the  "EXCHANGE  ACT") and other

<PAGE>

applicable U.S. Laws and  regulations,  if so instructed by Consulting Firm, the
Consulting Compensation Escrow Agent may acquire shares representing the capital
stock of Company ("CONSULTING FIRM STOCK").

     6. VAT CLAIM AND PUT ADVISORY FEE. On the later of (i) the  Effective  Date
and (ii) the  Final  Resolution  of the VAT  Claim  and Put (as  defined  in the
Acquisition  Agreement),  Company shall pay to Consulting Firm $9,000,000  (nine
million Dollars),  which at the Company's  election upon ten (10) days notice to
Consulting  Firm may be paid in cash or common stock of the  Company,  valued at
the  Volume   Weighted   Price  (the  "VAT  CLAIM  AND  PUT  ADVISORY  Fee")  as
consideration  for Consulting  Firm's services to Company in connection with the
resolution  of the VAT Claim and Put advisory  services to Company.  The Parties
acknowledge  that the Final  Resolution  may occur prior to the Effective  Time,
which shall not affect the Company's obligation to make payment of the VAT Claim
and Put Advisory Fee pursuant to this Section 6.

     7. RESTRICTIONS ON TRANSFER OF CONSULTING FIRM STOCK. Consulting Firm shall
not sell,  transfer,  assign,  pledge or otherwise  dispose of (whether  with or
without  consideration and whether  voluntarily or involuntarily or by operation
of law) ("TRANSFER") any interest in any shares of Consulting Firm Stock, except
in accordance with the terms of the Stockholders' Agreement.

     8. TERMINATION.

     (a)  EXPIRATION.  This Agreement  shall  terminate  automatically  upon the
expiration  of the Term,  except for the  provisions  of Section 6, which  shall
survive such termination.

     (b) DEATH OR  DISABILITY  OF JSS.  This  Agreement  and  Consulting  Firm's
engagement hereunder shall terminate automatically on the death or disability of
JSS. For purposes of this Agreement,  "DISABILITY" shall mean the inability,  in
the  reasonable  good faith  judgment  of the  Board,  of JSS  personally  to be
actively  engaged in the  day-to-day  management,  business  and  operations  of
Consulting  Firm or  personally  to be  actively  engaged  in the  provision  of
Consulting  Services  to Company on account  of  physical  or mental  illness or
incapacity,  which illness or incapacity continues  uninterruptedly for a period
of six (6) consecutive  months or continues with  interruptions for an aggregate
period of six (6) months within any given twelve (12) month period. In the event
that this  Agreement  is  terminated  as a result of JSS's death or  disability,
Consulting  Firm shall be entitled only to (i) any unpaid Annual Fee due for any
Payment Date that occured prior to such termination,  (ii) a pro rata portion of
the applicable  Annual Fee for the period from the last Payment Date to the date
of death or disability  and, (iii) if the Final  Resolution of the VAT Claim and
Put  (excluding  for this  purpose the one hundred  eighty  (180) day period for
claims and appeals) has occurred, or occurs within six (6) months of the date of
death or disability, the VAT Claim and Put Advisory Fee, if not previously paid,
and such fee shall be  payable  at the date of the Final  Resolution  of the VAT
Claim and Put.  The  payments  required by clause (i) and (ii) of the  preceding
sentence  shall  be made in a lump sum  within  five  (5)  business  days of the
termination.

     (c)  DISSOLUTION  OR  BANKRUPTCY  OF CONSULTING  FIRM.  This  Agreement and
Consulting Firm's engagement  hereunder shall terminate  automatically  upon the
commencement  in any

<PAGE>

court of competent  jurisdiction  of a proceeding or case seeking (i) Consulting
Firm's reorganization,  liquidation,  dissolution, arrangement or winding-up, or
the composition or readjustment  of its debts,  (ii)  appointment of a receiver,
custodian,  trustee,  examiner,  liquidator or the like of Consulting Firm or of
all or any substantial part of its property or assets or (iii) similar relief in
respect of  Consulting  Firm under any law relating to  bankruptcy,  insolvency,
reorganization,  winding-up,  or composition or adjustment of debts;  or upon an
order for relief against  Consulting  Firm entered in an involuntary  case under
any law  relating to  bankruptcy,  insolvency,  reorganization,  winding-up,  or
composition  or  adjustment  of debts.  In the  event  that  this  Agreement  is
terminated in accordance with the preceding  sentence,  Consulting Firm shall be
entitled only to (i) any unpaid Annual Fee due for any Payment Date that occured
prior to such termination,  and (ii) a pro rata portion of the applicable Annual
Fee for the period from the last  Payment Date to the date of  termination.  The
payments required by clause (i) and (ii) of the preceding sentence shall be made
in a lump sum within five (5) business days of the termination.

     (d)  TERMINATION  BY CONSULTING  FIRM.  Consulting  Firm may terminate this
Agreement and its  engagement  hereunder  (i) at any time without  reason by the
giving of at least thirty (30) days' advance written notice to Company, and (ii)
in the event of any material breach of this Agreement by Company, upon Company's
failure to cure the same  within ten (10) days of receipt of  Consulting  Firm's
written  notice  thereof.  In the event that this  Agreement  is  terminated  by
Consulting Firm (x) pursuant to clause (i) of the preceding sentence, Consulting
Firm shall be  entitled  only to (i) any unpaid  Annual Fee due for any  Payment
Date that  occured  prior to such  termination,  (ii) a pro rata  portion of the
applicable  Annual Fee for the period from the last  Payment Date to the date of
termination or (y) pursuant to clause (ii) of the preceding sentence, Consulting
Firm shall be  entitled  only to (i) any unpaid  Annual Fees due for any Payment
Date that occurred  prior to such  termination,  (ii) all remaining  Annual Fees
payable  during the  remainder of the Term  (assuming the Agreement had not been
terminated  and the  Payment  Condition  had been  met),  and (iii) if the Final
Resolution of the VAT Claim and Put  (excluding for this purpose the one hundred
eighty  (180) day  period  for  claims  and  appeals)  has  occurred,  or occurs
thereafter,  the VAT Claim or Put Advisory Fee, if not previously paid, shall be
payable  at the date of the  Final  Resolution  of the VAT  Claim  and Put.  The
payments  required by clause (x)(i) and (ii) or (y)(i) and (ii) of the preceding
sentence,  as the case  may be,  shall  be made in a lump  sum  within  five (5)
business days of the termination.

     (e) TERMINATION BY COMPANY FOR CAUSE.  Company may terminate this Agreement
and Consulting Firm's engagement  hereunder "FOR CAUSE"  immediately upon notice
to  Consulting  Firm.  In the event that this  Agreement  is  terminated  by the
Company  for Cause,  Consulting  Firm shall be  entitled  only to (i) any unpaid
Annual Fee due for any Payment Date that occured prior to such termination, (ii)
a pro rata  portion of the  applicable  Annual Fee for the period  from the last
Payment Date to the date of termination. The payments required by clause (i) and
(ii) of the  preceding  sentence  shall  be made in a lump sum  within  five (5)
business days of the  termination.  For purposes of this Agreement,  termination
"FOR CAUSE" shall mean  termination  based upon any one or more of the following
occurring after the Effective Date:

          (i)  Any material breach of this Agreement by Consulting Firm which is
               not cured  within ten (10) days after  Consulting  Firm  receives
               from the Board written  notice of the breach which  identifies in
               reasonable  detail the

<PAGE>

               actions which are alleged to constitute a material breach of this
               Agreement;

          (ii) Material  dishonesty of Consulting Firm (including that of JSS or
               one  or  more  of  Consulting  Firm's   directors,   officers  or
               employees) involving Company or any Affiliate of Company;

          (iii)Gross  negligence  or willful  misconduct in the  performance  of
               Consulting  Firm's  duties  as  determined  in good  faith by the
               Non-Management  Directors which continues after written notice to
               the Consulting Firm from the Non-Management Directors identifying
               in  reasonable  detail  the  manner in which  the  Non-Management
               Directors believe that the Consulting Firm's conduct  constitutes
               gross negligence or willful misconduct;

          (iv) Willful failure by Consulting Firm to provide Consulting Services
               as  reasonably  required  from  time to time by the  Board or the
               Chief  Executive  Officer of the Company,  which  continues after
               written  notice to the  Consulting  Firm from the  Non-Management
               Directors  identifying  in reasonable  detail the manner in which
               the Non-Management Directors believe that the Consulting Firm has
               not  provided  such  Consulting  Services  (other  than  any such
               failure due to JSS's disability);

          (v)  The indictment for,  conviction of, or plea of NOLO CONTENDRE to,
               a felony  involving moral turpitude by Consulting Firm (including
               one or more of Consulting Firm's directors or officers);

          (vi) Embezzlement  or  misappropriation  by Consulting Firm (including
               one  or  more  of  Consulting  Firm's   directors,   officers  or
               employees) involving the Company or its Affiliates;

          (vii)The   failure   of  JSS  to  be  an   officer   and   (x)   legal
               representative,  or (y) actively  engaged in the provision of the
               Consulting  Services to Company  (other than as a result of JSS's
               death or disability); or

          (viii) The commencement of a lawsuit by or on behalf of one or more of
               Consulting   Firm  or  any  director,   officer  or  employee  of
               Consulting Firm,  including JSS, on the one side,  against one or
               more of  Company  or any of its  Affiliates,  on the other  side,
               claiming,  in  violation  of SECTION  2(B),  that there  exists a
               relationship,  other than an independent contractor relationship,
               between any  director,  officer or employee of  Consulting  Firm,
               including JSS, on the one side, and one or more of Company or its
               Affiliates,     on    the    other     side,     including     an
               employer-employee/laborer     relationship,     a     partnership
               relationship,  a  principal-agent  relationship,  a joint venture
               relationship  or an  association  of any  other  kind  (a  "LABOR
               LAWSUIT").

<PAGE>

     (f) TERMINATION BY COMPANY OTHER THAN FOR CAUSE. Company may terminate this
Agreement and Consulting Firm's engagement hereunder other than for Cause at any
time by written  notice to Consulting  Firm. In the event that this Agreement is
terminated  by the  Company  other  than for  Cause,  Consulting  Firm  shall be
entitled only to (i) any unpaid Annual Fee due for any Payment Date that occured
prior to such  termination,  (ii) all remaining  Annual Fees payable  during the
remainder of the Term  (assuming the Agreement had not been  terminated  and the
Payment  Condition had been met) and,  (iii) if the Final  Resolution of the VAT
Claim and Put  (excluding  for this  purpose  the one hundred  eighty  (180) day
period for claims and appeals) has occurred, or occurs thereafter, the VAT Claim
or Put Advisory Fee, if not  previously  paid,  shall be paid at the date of the
Final  Resolution of the VAT Claim and Put. The payments  required by clause (i)
and (ii) of the preceding  sentence  shall be made in a lump sum within five (5)
business days of the termination.

     9.  NON-DISCLOSURE.  During the Term and at all times after any termination
of this Agreement,  Consulting Firm, its employees  (including  JSS),  officers,
directors,  Affiliates and agents shall not, either directly or indirectly,  use
or  disclose  any  Company  trade  secret,  except to the extent  necessary  for
Consulting Firm to perform its duties hereunder. For purposes of this Agreement,
the term  "COMPANY  TRADE  SECRET"  shall  mean any  information  regarding  the
business or activities of Company or any subsidiary or Affiliate,  including any
formula,  pattern,  compilation,  program, device, method,  technique,  process,
customer  list,  technical  information  or other  confidential  or  proprietary
information,  that (a) derives independent  economic value, actual or potential,
from not being generally known to, and not being readily ascertainable by proper
means by, other  persons who can obtain  economic  value from its  disclosure or
use, and (b) is the subject of efforts of Company or its subsidiary or Affiliate
that  are  reasonable   under  the   circumstances   to  maintain  its  secrecy.
Notwithstanding  the foregoing,  Consulting  Firm shall be entitled to make such
disclosures  as are required by  applicable  law or by the  requirements  of any
governmental  or  judicial  agency or body.  In the event of any  breach of this
SECTION 9 by  Consulting  Firm,  notwithstanding  the  requirement  pursuant  to
SECTION 8(F) that Company pay to Consulting  Firm all remaining  unpaid portions
of the Consolidated Fee, Company shall not be required to pay to Consulting Firm
any remaining  unpaid portions of the  Consolidated Fee and shall be entitled to
pursue such other legal and equitable remedies as may be available.

     10. DUTIES UPON TERMINATION; SURVIVAL.

     (a)  DUTIES.  Upon  termination  of this  Agreement,  whether  by  Company,
Consulting Firm or automatically,  for any or no reason  whatsoever,  Consulting
Firm shall  immediately  return to Company all Company trade secrets which exist
in  tangible  form  (including  those in the  possession  of  Consulting  Firm's
officers, directors or employees).

     (b)  SURVIVAL.  The  provisions  of  SECTIONS 8, 9, 10, 11, 12 and 17 shall
survive any termination of this Agreement by Company or Consulting Firm.

     11. COMPLIANCE WITH LAWS.

     (a) In performing its obligations hereunder,  and with regard to any funds,
assets,  or records relating  thereto,  Consulting Firm shall, and shall use its
commercially  reasonable  efforts to cause each of its  employees and agents to,
comply in all material  respects  with all  applicable

<PAGE>

laws and/or  regulations  which are applicable to Consulting Firm, the violation
of which would reasonably be expected to adversely affect the Company.

     (b) Consulting Firm hereby acknowledges that it is the policy of Company to
refrain from engaging in any act which may violate any federal,  state, local or
other laws of the U.S.,  including  the  Foreign  Corrupt  Practices  Act ("U.S.
LAWS"),  or any foreign laws,  including  foreign  anti-bribery  laws, which are
applicable to Consulting  Firm.  Consulting  Firm shall,  and shall use its best
efforts to cause its officers,  directors,  employees and agents to, comply with
this policy.

     (c) In performing its  obligations  under this  Agreement,  Consulting Firm
shall not,  and shall use its best  efforts to cause each of its  employees  and
agents not to,  directly or  indirectly  pay,  offer,  give or promise to pay or
give, or authorize the payment or gift of any,  monies or other things of value,
to (a) an  official,  employee  or agent  of any  government,  (b) an  official,
employee  or agent of any agency or  instrumentality  of any  government,  (c) a
candidate for political  office in any country,  (d) a political  party or party
official in any country to influence  any acts or  decisions  of such  political
party or party  official,  or (e) any other person,  individual or entity at the
suggestion,  request  or  direction  or for the  benefit  of any of the  persons
described  in items (a) through (d) of this SECTION  11(C),  in any such case in
material violation of any laws and/or regulations  applicable to Consulting Firm
where it would  reasonably be expected that such  violation  would  constitute a
violation  by  Company  or by  Consulting  Firm as a  result  of its  engagement
hereunder.

     (d) Consulting  Firm agrees promptly and completely to respond to Company's
reasonable  requests for  information  necessary for Company to determine if any
particular  transaction  can be conducted in compliance with U.S. Laws which are
applicable  to one or more  of  Consulting  Firm,  Company  or any of  Company's
Affiliates.  Consulting Firm shall, and shall use its best efforts to cause each
of its  employees  and agents to,  execute  all  certifications  and provide all
information  as Company may  reasonably  request for Company to comply with such
applicable  laws,  regulations  and orders.  Consulting  Firm agrees promptly to
report to Company all violations of this SECTION 11 that Consulting Firm becomes
aware of.

     (e) Consulting Firm shall, and shall use commercially reasonable efforts to
cause each of its  employees  and agents to,  maintain and keep in a safe place,
for a period  of five (5)  years  from  the  date of their  origination,  books,
records and accounts in any media which adequately reflect the recipient, nature
and terms of every payment,  expenditure or other  disbursement made directly or
indirectly in connection  with the sale and/or resale by Company of the services
of Company or its  employees  (collectively,  "RECORDS"),  and, upon judicial or
arbitral order,  shall make such Records available at Consulting Firm's premises
for  inspection.  Consulting  Firm shall certify in writing that such Records at
the time of such judicial or arbitral order,  accurately and completely  reflect
the recipient, nature and terms of such payments, expenditures or disbursements.
Immediately  upon judicial or arbitral  order,  Consulting Firm shall provide to
the issuing court or arbitration  tribunal such  supplementary  information  and
explanation  as is requested by such courts or  arbitration  tribunals  (whether
requested  of  Consulting  Firm  or of  Company  or  its  Affiliates)  to  fully
understand the material  contained in the Records and trace the  application and
use of every payment,  expenditure or other disbursement made in connection with
the sale of the services of Company or its Affiliates.

<PAGE>

     (f) Consulting  Firm represents and warrants that, to the best knowledge of
its president,  as of the date hereof,  except as disclosed to Company,  none of
the  officers,  employees  or  agents  of  Consulting  Firm,  and  none of their
respective  spouses,  children  (including  step-children),   siblings,  parents
(including step-parents), parents-in-law (including step-parents-in-law), uncles
and aunts, is an employee, officer or representative of any government or agency
or instrumentality of any government,  or of a political party or is a candidate
for political  office.  Consulting Firm agrees promptly to notify Company of any
change in the status of the officers, employees or agents of Consulting Firm, or
their respective  family members specified above of which it becomes aware after
the date hereof, which would make the representations or warranties set forth in
this paragraph inaccurate.

     (g) Company shall withhold from any payment under this Agreement any amount
required to be withheld by Company under applicable law.

     12.  INDEMNIFICATION.  Consulting Firm shall indemnify and hold Company and
each of its  Affiliates,  and  each of  their  respective  officers,  directors,
employees, members, stockholders, agents and representatives,  harmless from and
against  all  losses,  damages,   liabilities,   claims,  demands,  obligations,
deficiencies, payments, judgments, settlements, costs and expenses of any nature
whatsoever  (including  the costs and  expenses  of any and all  investigations,
actions,  suits,   proceedings,   demands,   assessments,   judgments,   orders,
settlements  and  compromises  relating  thereto,  and  reasonable   attorneys',
accountants',  experts'  and other fees and  expenses in  connection  therewith)
("LOSSES")  resulting  from,  arising out of, or due to, directly or indirectly,
the  filing  of a  Labor  Lawsuit  by or on  behalf  of  Consulting  Firm or any
director,   officer  or  employee  of  Consulting   Firm,   including  JSS.  The
indemnification  set forth in the preceding sentence shall be in addition to any
other  remedy  to  which  Company  may  be  entitled  by  law  or  equity.   All
indemnification  payments of Consulting Firm hereunder shall be in Dollars.  The
indemnification  obligations  of  Consulting  Firm set forth in this  SECTION 12
shall survive the  termination or expiration of this  Agreement.  In addition to
any other  remedy,  Company shall be entitled,  but shall not be  obligated,  to
offset all Losses against any obligations of Company to Consulting  Firm, now or
hereafter existing, including payments of the Annual Fee.

     13. NOTICE.  Notices and all other  communications to either Party pursuant
to this  Agreement  shall be in  writing  and shall be deemed to have been given
when personally delivered,  sent via express courier such as UPS or DHL (as high
priority) or delivered by facsimile  (but only to the extent that a copy of such
facsimile  is sent via  express  courier  such as UPS or DHL (as high  priority)
promptly thereafter),  addressed as follows, or to such other address as a Party
shall designate by notice to the other Party:

         (a) in the case of Company, to:

         Kansas City Southern
         427 West 12th Street
         Kansas City, Missouri  64105
         Attention:  Senior Vice President and General Counsel

<PAGE>

         With a copy (which shall not constitute notice) to:

         Sonnenschein Nath & Rosenthal LLP
         4520 Main Street, Suite 1100
         Kansas City, MO  64111
         Attention:  John F. Marvin

         and

         White & Case, S.C.
         Blvd. Manuel Avila Camacho 24, PH
         Colonia Lomas de Chapultepec, 11000
         Mexico, D.F., Mexico
         Attention: Jose Vicente Corta Fernandez and/or Iker I. Arriola Penalosa

         (b) in the case of Consulting Firm, to:

         Jose F. Serrano International Business, S.A. de C.V.
         [                              ]
          ------------------------------
         [                              ]
          ------------------------------
         [                              ]
          ------------------------------
         Attention:  Jose Francisco Serrano Segovia

         With a copy (which shall not constitute notice) to:

         Milbank, Tweed, Hadley & McCloy LLP
         1 Chase Manhattan Plaza
         New York, New York  10005, U.S.A.
         Attention:  Thomas C. Janson

         and

         Martinez, Algaba, Estrella, De Haro y Galvan Duque, S.C.
         Paseo de los Tamarindos [*]
         Colonia Bosques de las Lomas [*]
         Mexico, D.F., Mexico
         Attention:  Carlos Galvan Duque

     14.  AMENDMENT.  No provision of this  Agreement may be amended,  modified,
waived or discharged unless such amendment, modification, waiver or discharge is
agreed to in writing, signed by Consulting Firm, the Chairman of the Board and a
duly  authorized  member of the Board.  No waiver by either Party at any time of
any breach by the other Party of, or compliance with, any condition or provision
of this  Agreement  to be performed by such other Party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the time or at any prior or
subsequent time.

<PAGE>

     15.  SUCCESSORS IN INTEREST.  The rights and  obligations  of Company under
this  Agreement  shall  inure to the benefit of and be binding in each and every
respect  upon the  direct  and  indirect  successors  and  assigns  of  Company,
regardless  of the manner in which such  successors  or assigns shall succeed to
the interest of Company hereunder, and this Agreement shall not be terminated by
the  voluntary  or  involuntary  dissolution  of  Company  or by any  merger  or
consolidation or acquisition  involving Company,  or upon any transfer of all or
substantially  all  of  Company's  assets,  or  terminated   otherwise  than  in
accordance with its terms. In the event of any such merger or  consolidation  or
transfer of assets,  the provisions of this Agreement  shall be binding upon and
shall inure to the benefit of the surviving  corporation  or the  corporation or
other person to which such assets shall be  transferred.  Neither this Agreement
nor any of the  payments  or  benefits  hereunder  may be  pledged,  assigned or
transferred by Consulting Firm either in whole or in part in any manner, without
the prior written consent of Company.

     16.  SEVERABILITY.  The  invalidity or  unenforceability  of any particular
provision of this Agreement shall not affect the other  provisions  hereof,  and
this  Agreement  shall  be  construed  in all  respects  as if such  invalid  or
unenforceable provision were omitted.

     17. GOVERNING LAW; DISPUTE RESOLUTION.

     (a) Resolution of any and all disputes  between the Parties arising from or
in  connection  with this  Agreement or any  transactions  contemplated  by this
Agreement,  whether  based on  contract,  tort,  common  law,  equity,  statute,
regulation,  order or  otherwise,  ("DISPUTES")  including  Disputes  arising in
connection  with claims by third persons,  shall be exclusively  governed by and
settled in accordance with the provisions of this SECTION 17; provided, that the
foregoing  shall not preclude  equitable or other judicial relief to enforce the
provisions  hereof or to preserve the status quo pending  resolution of Disputes
hereunder.

     (b) THIS  AGREEMENT,  THE  LEGAL  RELATIONS  BETWEEN  THE  PARTIES  AND THE
ADJUDICATION  AND  ENFORCEMENT  THEREOF SHALL BE GOVERNED BY AND INTERPRETED AND
CONSTRUED  IN  ACCORDANCE  WITH THE  SUBSTANTIVE  LAWS OF THE STATE OF DELAWARE,
UNITED  STATES OF AMERICA AND THE FEDERAL LAWS OF THE UNITED  STATES OF AMERICA,
WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS THEREOF.

     (c) As to any  Dispute  which is not  resolved  in the  ordinary  course of
business,  the Parties shall first attempt in good faith to promptly resolve any
Dispute by negotiations  between executives.  Either of the Parties may initiate
this  procedure  by delivery  of written  notice of the  Dispute  (the  "DISPUTE
NOTICE")  to the other.  Not later than 20 days after  delivery  of the  Dispute
Notice, one executive of one of the Parties with authority to settle the Dispute
shall meet with one  executive  of the other Party with  authority to settle the
Dispute at a  reasonably  acceptable  time and  place,  and  thereafter  as such
executives  shall deem  reasonably  necessary.  The  executives  shall  exchange
relevant  information  and  endeavor to resolve the  Dispute.  Prior to any such
meeting, each Party's executive shall advise the other as to any individuals who
will attend such meeting with the executive.  All negotiations  pursuant to this
SECTION  17(C)  shall  be  confidential  and  shall  be  treated  as  compromise
negotiations  for  purposes  of Rule 408 of the Federal  Rules of  Evidence  and
similarly under other local or foreign rules of evidence.

<PAGE>

     (d) Each Party hereby  agrees to submit all Disputes not resolved  pursuant
to SECTION 17(C) to final and binding  arbitration in New York,  New York,  U.S.
Either Party may initiate such arbitration by delivery of a demand therefor (the
"ARBITRATION  DEMAND") to the other Party not sooner than 60 days after the date
of delivery of the Dispute Notice but promptly thereafter;  provided,  that if a
Party rejects  participation in the procedures provided under SECTION 17(C), the
other Party may initiate  arbitration  at such  earlier  time as such  rejection
shall become reasonably apparent,  and, whenever  arbitration is initiated,  may
seek recovery of any damages or expenses arising from such rejection,  including
attorneys'  fees and  expenses,  and  Arbitration  Costs (as  defined  below) in
connection with arbitration hereunder.

     (e) Three Arbitrators shall be appointed (the  "ARBITRATORS"),  one of whom
shall be appointed by Company,  one by Consulting  Firm,  and the third of whom,
who shall act as the  chairman of the arbitral  tribunal,  shall be appointed by
the  first  two  Arbitrators  within  ten (10)  Business  Days of the  first two
Arbitrators'  confirmation by the American  Arbitration  Association.  If either
Party fails to appoint an Arbitrator  within ten (10) Business Days of a request
in writing by the other  Party to do so or if the first two  Arbitrators  cannot
agree on the appointment of the third  Arbitrator  within ten (10) Business Days
of  their  confirmation  by the  American  Arbitration  Association,  then  such
Arbitrator  shall  be  appointed  by the  American  Arbitration  Association  in
accordance  with its Commercial  Arbitration  Rules.  As soon as the arbitration
tribunal has been convened, a hearing date shall be set within fifteen (15) days
thereafter;  provided,  that the  Arbitrators may extend the date of the hearing
upon  request of any Party to the extent  necessary to insure that such Party is
given a reasonable period of time to prepare for the hearing. Written submittals
in the English  language  shall be presented  and exchanged by both Parties five
Business  Days before the  hearing  date.  At such time the  Parties  shall also
exchange  copies of all  documentary  evidence  upon which they will rely at the
arbitration  hearing  and a list of the  witnesses  whom they  intend to call to
testify at the  hearing.  The  Arbitrators  shall make  their  determination  as
promptly as practicable after conclusion of the hearing.

          (i)  The  arbitration  shall  be  conducted  in the  English  language
               pursuant  to the  Commercial  Arbitration  Rules of the  American
               Arbitration Association.  Notwithstanding the foregoing, (A) each
               Party  shall have the right to audit the books and records of the
               other Party that are reasonably related to the Dispute;  (B) each
               Party shall  provide to the other,  reasonably  in advance of any
               hearing, copies of all documents which a Party intends to present
               at such  hearing;  (C) all  hearings  shall  be  conducted  on an
               expedited   schedule;   and  (D)   all   proceedings   shall   be
               confidential,  except that either Party may at its expense make a
               stenographic record thereof.

          (ii) The Arbitrators shall endeavor to complete all hearings not later
               than 120 days after their tribunal has been  convened,  and shall
               make a final award as promptly as  practicable  thereafter.  Such
               award shall be  communicated,  in writing,  by the Arbitrators to
               the  Parties,  and shall  contain  specific  findings of fact and
               conclusions of law in accordance with the governing law set forth
               in SECTION 17(B).  Any award of such  Arbitrators  shall be final
               and binding upon the Parties to this  Agreement  and shall not be
               attacked by any of the Parties to this  Agreement in any court of
               law  and  may be  enforced  in  any  court  having

<PAGE>

               jurisdiction,  including expressly the courts of the State of New
               York, U.S., and the courts of the Federal District of Mexico. The
               Arbitrators  shall  apportion  all  costs  and  expenses  of  the
               arbitration,  including the Arbitrators' fees and expenses,  fees
               and  expenses  of experts and fees and  expenses  of  translators
               ("ARBITRATION  COSTS") between the prevailing and  non-prevailing
               Party as the  Arbitrators  shall  deem  fair and  reasonable.  In
               circumstances  where (A) a Dispute has been  asserted or defended
               against  on  grounds  that  the   Arbitrators   deem   manifestly
               unreasonable,  or  (B)  the  non-prevailing  Party  has  rejected
               participation  in procedures under SECTION 17(C), the Arbitrators
               may assess all Arbitration Costs against the non-prevailing Party
               and may include in the award the  prevailing  Party's  attorneys'
               fees and  expenses  in  connection  with any and all  proceedings
               under this SECTION 17. Notwithstanding the foregoing, in no event
               may the Arbitrators award multiple or punitive damages.

     (f)  Pursuant to an  agreement  of the Parties or a judicial  determination
that a Dispute is not subject to final and binding  arbitration  as set forth in
SECTION 17, each Party  irrevocably  agrees that any legal action or  proceeding
against it with respect to this Agreement and any  transaction  contemplated  by
this Agreement  shall be brought only in the courts of the State of New York, or
of Federal courts of the U.S. sitting in New York, and by execution and delivery
of this Agreement,  each Party irrevocably submits to the venue and jurisdiction
of each such court and  irrevocably  waives any  objection or defense such party
may have to venue or personal  jurisdiction in any such court for the purpose of
resolving any claim, dispute,  cause of action arising out of or related to this
Agreement  (including  any claim that the suit or action has been  brought in an
inconvenient  forum and any right to which it may become  entitled on account of
place of residence  or  domicile),  the alleged  breach of this  Agreement,  the
enforcement  of the terms of this  Agreement  and the other  terms  contemplated
hereby.  A final judgment in any suit,  action or proceeding shall be conclusive
and may be enforced in any court where  jurisdiction over the Parties may be had
or in which the Parties are subject to service of process.

     (g) Each of the Parties  irrevocably  appoints CT Corporation (the "PROCESS
AGENT"),  at 111  Eighth  Avenue,  New  York,  New  York  10011  (212-894-8940),
respectively  as its agent  and true and  lawful  attorney-in-fact  in its name,
place and stead to accept on behalf of each of the Parties and their  respective
properties and revenues,  service of copies of the summons and complaint and any
other process which may be served in any such suit, action or proceeding brought
in the State of New York,  and each of the Parties  agrees  that  failure of the
Process  Agent to give any  notice of any such  service of process to any of the
Parties  shall  not  impair  or  affect  the  validity  of such  service  or the
enforcement of any judgment based thereon.

     18. ENTIRE AGREEMENT; EFFECTIVE TIME. This Agreement constitutes the entire
agreement  among the  Parties  with  respect to the  subject  matter  hereof and
terminates and supersedes all other prior  agreements and  understandings,  both
written and oral,  between the Parties with  respect to the terms of  Consulting
Firm's  engagement  or  severance  arrangements.  This  Agreement  shall  become
effective at the Effective Time.

<PAGE>

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.

                                       KANSAS CITY SOUTHERN



                                       By: /s/ Michael R. Haverty
                                           -----------------------------------
                                       Name:  Michael R. Haverty
                                       Title:    Chairman, President & CEO


                                       Jose F. Serrano International Business,
                                       S.A. DE C.V.



                                       By: /s/ Jose Francisco Serrano Segovia
                                           -----------------------------------
                                       Name:  Jose Francisco Serrano Segovia


Unless otherwise specified herein, all capitalized terms used and not defined in
the following  Guaranty (as defined  below) shall have the meanings  ascribed to
them in the above Consulting Agreement.


JSS  hereby,   unconditionally  and  irrevocably,   personally  guarantees  (the
"GUARANTY"),  by way of an independent  obligation to Company, the obligation of
Consulting  Firm  pursuant to SECTION 12 of the  Agreement to indemnify and hold
Company  and each of its  Affiliates,  and each of  their  respective  officers,
directors, employees, members, stockholders, agents and representatives harmless
from and  against  all  Losses  (as such term is  defined  in  SECTION 12 of the
Agreement)  resulting  from,  arising out of, or due to, directly or indirectly,
the filing of a Labor  Lawsuit by Consulting  Firm or any  director,  officer or
employee of Consulting Firm, including JSS ("GUARANTEED OBLIGATION").  This is a
guaranty of payment and not of  collection  only.  If for any reason  whatsoever
Consulting  Firm shall fail or be unable  promptly to comply with the Guaranteed
Obligation,  JSS will promptly upon receipt of notice thereof from Company,  pay
or cause to be paid in lawful money of the U.S. the unpaid Guaranteed Obligation
then due and payable to Company  (in the  amounts and to the extent  required of
Consulting  Firm  under the  Agreement).  JSS  waives  any and all notice of the
creation,  renewal, extension or accrual of the Guaranteed Obligation and notice
of or proof of reliance by Company  upon this  Guaranty  or  acceptance  of this
Guaranty;  the Guaranteed  Obligation shall  conclusively be deemed to have been
created,  contracted or incurred,  or renewed,  extended,  amended or waived, in
reliance upon this  Guaranty;  and all dealings  between  Company and Consulting
Firm shall be conclusively  presumed to have been had or consummated in reliance
upon this Guaranty.  Guarantor agrees that (i) any notice provided in the manner
required  under the Agreement  shall be deemed to  constitute  notice to JSS for
purposes  hereof  and (ii) any  knowledge  of  Consulting  Firm  shall be deemed
knowledge of JSS for purposes  hereof.  The liability of the  undersigned  under
this Guaranty shall not be affected or excused by (x) any lack of enforceability
against  Consulting Firm of the Guaranteed  Obligation for any reason whatsoever
and (y) any other circumstance

<PAGE>

which  might  otherwise  constitute  a  discharge  of a  guarantor.  JSS  waives
promptness,  diligence and notices with respect to the Guaranteed Obligation and
this  Guaranty and any  requirement  that Company  exhaust any right or take any
action against Consulting Firm. Any term or provision of this paragraph which is
invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
paragraph or affecting  the  validity or  enforceability  of any of the terms or
provisions of this paragraph in any other jurisdiction. If any provision of this
paragraph is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.  This Guaranty is strictly limited to the
Guaranteed Obligations.

AGREED AND ACCEPTED AS OF THE DATE OF THE ABOVE CONSULTING AGREEMENT

                                       JOSE FRANCISCO SERRANO SEGOVIA

                                       /s/ Jose Francisco Serrano Segovia
                                       ---------------------------------------




</TEXT>
</DOCUMENT>
