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                                                                   EXHIBIT 10.15

                               PURCHASE AGREEMENT

This Purchase Agreement (the "Agreement") is entered into as of December21, 2000
by and among Cemex, S.A. de C.V., a Mexican corporation ("CEMEX"), F.L. SMIDTH
-& Co. A/Sa Danish corporation ("FLS"), Fabricacion de Maquinaria Pesada, S.A.
de C.V. ("FAMAPE"), Braden Manufacturing, L.L.C., a Delaware limited liability
company ("Braden") and Braden Manufacturing, S.A. de C.V., a Mexican corporation
and subsidiary of Braden ("Buyer"). (Buyer, Braden, FAMAPE, FLS, and CEMEX are
sometimes herein referred to individually as a "Party" and collectively as the
"Parties").

                                    RECITALS

WHEREAS, CEMEX and FLS own the entirety of the capital stock of FAMAPE;

WHEREAS, CEMEX and FLS, as shareholders of FAMAPE, are engaged in the business
of manufacture and sale of heavy equipment and parts in Mexico (the "Business").

WHEREAS, FAMAPE is in the process of terminating the manufacturing and sale of
several units to CEMEX and other third parties under certain purchase orders,
for the purpose of slowing-down and closing FAMAPE's operations and terminating
its relationship with its workers and employees as of the 22nd. of December and
subcontractors as of the Closing (the "Termination Process").

WHEREAS, in connection with the Termination Process, FAMAPE will transfer all of
its assets related to the Business as described in Exhibit A attached hereto
(the "FAMAPE's Assets") to Buyer on or prior to the Closing Date;

WHEREAS, pursuant to the terms and conditions and subject to the limitations and
exclusion as contained in this Agreement, FAMAPE desires to sell and Buyer
desires to purchase, FAMAPE's Assets;

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set
forth, the Parties agree as follows intending to be legally bound:

1.  DEFINITIONS.

         For purposes of this Agreement, the terms listed on Exhibit B attached
hereto, forming a part hereof and used herein, have the meanings specified or
referred to in Exhibit B.

2.  PURCHASE AND SALE.

         2.1   AGREEMENT TO PURCHASE AND SELL. Subject to the terms and
               conditions contained herein, FAMAPE agrees to sell, transfer,
               assign and deliver to Buyer all its right, title and interest in
               and to FAMAPE's Assets, free and clear of any Encumbrances or
               Security Interests, and Buyer hereby agrees to buy and acquire
               FAMAPE's Assets from FAMAPE.

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         2.2   FAMAPE'S ASSETS. "FAMAPE's Assets" are any and all of the assets
               of FAMAPE described in Exhibit A and all Tangible and Intangible
               Property related to FAMAPE's Assets with respect to which FAMAPE
               has any rights , which ownership, possession and title shall, on
               or before the Closing Date, be transferred to Buyer in accordance
               with the terms and conditions contained herein, including the
               Garcia Property.

         2.3   CLOSING. The purchase and sale of the FAMAPE's Assets (the
               "Closing") provided for in this Agreement will take place,
               subject to the satisfaction of the terms and conditions of this
               Agreement, at Ave. Constitucion No. 444, Monterrey, N.L. (the
               "Closing Date"), commencing at 10:00 a.m. local time on or before
               (i) January the 12th.., 2001, or (ii) such later time and place
               as the Parties may agree to in writing.

         2.4   PURCHASE PRICE.

               In consideration for the sale, purchase and transfer of the
               ownership, possession and title of the Garcia Property, Buyer
               shall pay to FAMAPE (i) the amount of US$ 3'321,500.00 (THREE
               MILLION THREE HUNDRED TWENTY ONE THOUSAND AND FIVE HUNDRED U.S.
               dollars) (the "Property Purchase Price"), plus the corresponding
               Value Added Tax ("impuesto al valor agregado") applicable on the
               building. The proper allocation of the Property Purchase Price
               between the land and the building and thereon any other
               improvements of the Garcia Property, will be set prior to Closing
               as Buyer deems appropriate, and (ii) for the rest of FAMAPE's
               Assets (the Garcia Property not included), the amount of US$_
               3'178,500.00 (THREE MILLION ONE HUNDRED AND SEVENTY EIGHT
               THOUSAND AND FIVE HUNDREDU.S. dollars), plus Value Added Tax (the
               "Assets Purchase Price").

               The total sum of the Property Purchase Price and the FAMAPE's
               Assets Purchase Price shall be U.S$6'500,000.00 (SIX MILLION FIVE
               HUNDRED THOUSAND UNITED STATES DOLLARS) and constitute the entire
               consideration for the purchase of FAMAPE's Assets (the "Purchase
               Price").

         2.5   TRANSACTIONS AT THE CLOSING. The following actions and
         transactions shall take place prior to or at the Closing, as
         applicable:

               (a) FAMAPE shall enter into (as applicable) and deliver to Buyer
                   or perform the following actions and/or non actions: (i) not
                   accept additional purchase orders from any third parties from
                   October 20, 2000 (hereinafter "Purchase Orders"), (ii) Accept
                   purchase orders from Braden and/or Buyer under terms and
                   conditions mutually acceptable to FAMAPE and Braden and/or
                   Buyer (iii) produce evidence satisfactory to Buyer of the
                   inscription of a pre-preventive notice ("aviso
                   pre-preventivo") of the purchase of the Garcia Property by
                   Buyer and its corresponding certification of freedom from
                   Encumbrances and


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                   Security Interests, (iv) terminate its labor relationship
                   with all its employees and workers on or before December 22,
                   2000, (v) maintain and keep in full force at Closing Date any
                   and all insurance contracted during the year prior the
                   execution of this Agreement and applicable to FAMAPE's
                   Assets, including but not limited to, the vehicles and the
                   Garcia Property, (vi) deliver to Buyer all invoices and
                   payments of any applicable tax concerning FAMAPE's Assets,
                   including, but not limited to, the endorsement and delivery
                   of the invoices of the vehicles included in FAMAPE's Assets
                   and all the payments of the property tax ("tenencia" and
                   "refrendo"), as applicable, (vii) produce evidence
                   satisfactory to Buyer of the release and termination of all
                   Security Interests and Encumbrances on FAMAPE's Assets,
                   (viii) provide any document or contract as may be required or
                   appropriate by the law of the State of Nuevo Leon granting to
                   Buyer good title to the Garcia Property (ix) provide the
                   Assignment Agreement and Request Letter addressed to the
                   National Commission of Water for the assignment of the
                   concession title authorizing the extraction of underground
                   water in the well(s) located in the Garcia Property), (x)
                   perform any and all other actions and documents needed to
                   evidence and perfect the sale, assignment and conveyance to
                   Buyer of good title to, and possession and use of, all of
                   FAMAPE's Assets in accordance with this Agreement (including
                   but not limited to the execution of the Public Deed to
                   transfer the Garcia Property before a Notary Public chosen by
                   the Buyer) and (xi) perform or provide any and all other
                   actions, agreements, instruments, opinions, certificates, and
                   other documents referred to or contemplated in this
                   Agreement, including but not limited to the execution of the
                   Escrow Agreement by the Companies.

               (b) CEMEX shall enter into (as applicable) and deliver to Buyer
                   or perform the following actions: (i) take and induce FAMAPE
                   to take any action needed for the execution and performance
                   of this Agreement, and (ii) any and all other actions,
                   agreements, instruments, opinions, certificates, and other
                   documents referred to or contemplated in this Agreement.

               (c) FLS shall enter into (as applicable) and deliver to Buyer or
                   perform the following actions: (i) take and induce FAMAPE to
                   take any action needed for the execution and performance of
                   this Agreement and (ii) any and all other actions,
                   agreements, instruments, opinions, certificates, and other
                   documents referred to or contemplated in this Agreement.

               (d) On Closing, Buyer or Braden shall deposit in escrow the
                   amount of US$ 650,000.00 (Six Hundred and Fifty Thousand U.S.
                   dollars) (the "Escrowed Amount") with the Escrow Agent
                   mutually appointed by the Parties (the "Escrow Agent"),
                   subject to the terms and conditions contained in the escrow
                   agreement annexed hereto as Exhibit D. The Escrowed Amount
                   shall be deducted from the Purchase Price. The Escrowed
                   Amount shall serve to guarantee the Companies'
                   representations and warranties provided in this Agreement and
                   shall be effective for the term provided in the Escrow

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                   Agreement.. At the expiration of such term the Escrowed
                   Amount minus any applicable deductions made under the Escrow
                   Agreement shall be delivered to FAMAPE as full payment of the
                   Purchase Price.

               (e) Buyer shall enter into (as applicable) and deliver to FAMAPE
                   or perform the following actions: (i) Once all the conditions
                   for Closing are met under this Agreement, transfer funds to
                   the account designated by FAMAPE in an amount equivalent to
                   the Purchase Price, plus the value added tax applicable,
                   minus the Escrowed Amount,, (ii) must pay the taxes
                   applicable and fees derived as a result of this Agreement
                   (except the income tax which shall be born by FAMAPE, (iii)
                   execute the Escrow Agreement and (iv) any and all other
                   actions, agreements, instruments, opinions, certificates, and
                   other documents referred to or contemplated in this
                   Agreement.

               (f) Braden shall enter into (as applicable) and deliver to FAMAPE
                   or perform the following actions: (i) take and induce Buyer
                   to take any action needed for the execution and performance
                   of this Agreement and (ii) any and all other actions,
                   agreements, instruments, opinion, certificates, and other
                   documents referred to or contemplated in this Agreement.


3.  REPRESENTATIONS AND WARRANTIES OF FAMAPE AND THE COMPANIES, AS THE CASE MAY
    BE.

    The Companies, represent and warrant as the case may be to Buyer and Braden
as follows:

         3.1   ORGANIZATION AND GOOD STANDING. The Companies represent and
               warrant that each of the Companies is a corporation duly
               organized, validly existing and in good standing under the
               Mexican laws, with full power and authority to conduct their
               Business as it is now being conducted and to perform its
               obligations. FAMAPE represents and warrants to own and use
               FAMAPE's Assets. FAMAPE has delivered to Buyer true and complete
               copies of FAMAPE's articles of incorporation and bylaws, as
               currently in effect.

         3.2   AUTHORITY NO CONFLICT.

                  (a)  The Companies represent and warrant that this Agreement
                       has been duly executed and delivered by the Companies and
                       constitutes the legal, valid, and binding obligations of
                       the Companies, enforceable against each in accordance
                       with its terms. Upon the execution of this Agreement and
                       delivery by the Companies of any Closing Documents to be
                       executed by them at Closing pursuant to this Agreement,
                       such Closing Documents shall constitute the legal, valid
                       and binding obligations of the Companies, enforceable
                       against each in accordance with their respective terms.
                       The Companies have the absolute and unrestricted right,
                       power and authority to execute and deliver this Agreement
                       and the Closing Documents to which

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                       each is a Party and to perform their respective
                       obligations hereunder and thereunder. The execution,
                       delivery and performance of this Agreement, to the extent
                       required under any law pursuant to each of the Companies'
                       Organizational Documents, has been specifically
                       authorized by the shareholders and/or directors of the
                       Companies.

                  (b)  The Companies represent and warrant that, except as set
                       forth in Part 3.2(b) of the Disclosure Schedule, neither
                       the execution and delivery by the Companies of this
                       Agreement nor the consummation or performance by the
                       Companies of any of the Contemplated Transactions will:

                          (i)  Conflict with, violate or result in a breach of
                               (A) any provision of the Organizational Documents
                               of the Companies; (B) any Legal Requirement or
                               any Order to which the Companies or any of their
                               respective assets may be subject; or

                          (ii) (A) Contravene, conflict with, or result in a
                               violation or breach of any provision of, or give
                               any Person the right to declare a default or
                               exercise and remedy under, or to accelerate the
                               maturity or performance of, or to cancel,
                               terminate or modify, any Contract to which any of
                               the Companies is a party or any interest or
                               rights of the Companies; or (B) result in the
                               imposition or creation of any Security Interest
                               upon or with respect to any of FAMAPE's Assets.

                  (c)  The Companies represent and warrant that. except as set
                       forth in Part 3.2(c) of the Disclosure Schedule, none of
                       the Companies is, nor will be required to give, any
                       notice to or obtain any Consent from any Person in
                       connection with the execution and delivery of this
                       Agreement or consummation or performance of any of the
                       Contemplated Transactions.

         3.3   FINANCIAL STATEMENTS. FAMAPE represent and warrant that attached
               hereto as Part 3.3 of the Disclosure Schedule are the following
               financial statements of FAMAPE (collectively, the "Financial
               Statements") audited balance sheet and statement of income as of
               and for the fiscal year ended December 31, 1999. The Financial
               Statement (including the notes thereto) have been prepared in
               accordance with Mexican GAAP applied on a consistent basis
               through the periods covered thereby and present fairly the
               financial condition of FAMAPE as of such dates and the results of
               operations of FAMAPE for such periods; provided, however, that
               the Most Recent Financial Statement are subject to normal
               year-end adjustments and lack footnotes and other presentation
               items.

         3.4   FAMAPE'S ASSETS. Famape represents and warrants that, except as
               set forth in Part 3.4 of the Disclosure Schedule, FAMAPE's Assets
               (i) are located entirely on the Garcia Property and (ii) comply
               in all material respect with the terms of

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               the applicable Permits pertaining to them, except for the use of
               water which is authorized only for services and not for
               industrial uses.

         3.5   PERMITS. FAMAPE represent and warrant that: Part 3.5 of the
               Disclosure Schedule lists all of the Permits. All of the Permits
               are held by FAMAPE. The Permits constitute all material licenses,
               permits, registrations and approvals necessary to operate
               FAMAPE's Assets. FAMAPE is in material compliance with the terms
               of the Permits. Except as set forth on such schedule, the
               Companies have not received written notice that any Governmental
               Body issuing any Permit intends to cancel, terminate, modify or
               amend any Permit.

         3.6   ABSENCE OFUNDISCLOSED LIABILITIES. FAMAPE represents and warrants
               that except for liabilities, obligations, Encumbrance or Security
               Interests disclosed in Part 3.6 of the Disclosure Scheduleor
               specifically identified as an undisclosed liability, obligation,
               Encumbrance or Security Interests on any othersection of the
               Disclosure Schedule, FAMAPE does not have any liabilities,
               obligations, Encumbrance or Security Interests of any kind
               whatsoever upon, related to or affecting FAMAPE's Assets (whether
               direct, indirect, accrued or contingent) and there is no existing
               condition or situation which could reasonably be expected to
               result in any such liabilities ,obligations, Encumbrance or
               Security Interests(hereinafter "Undisclosed Liabilities").

         3.7   GARCIA PROPERTY. FAMAPE represents and warrants that FAMAPE has
               acquired and paid the entire purchase price for the Garcia
               Property. Except as set forth in Part 3.7 of the Disclosure
               Schedule, FAMAPE has neither received nor has any knowledge of
               any other Person having received any notice of pending or
               Threatened claims, Proceedings, planned public improvements,
               annexations, special assessments,re-zonings or other adverse
               claims affecting the Garcia Property and all improvements on the
               Garcia Property are in material compliance with all applicable
               Legal Requirements.

         3.8   TITLE. ENCUMBRANCES. FAMAPE represents and warrants that except
               as set forth on Part 3.8 of the Disclosure Schedule, FAMAPE owns
               all FAMAPE's Assets, which shall be free and clear of any and all
               Encumbrances or Security Interests.

         3.9   TAXES. The Companies represent and warrant that:

                  (a)  Except as set forth on Part 3.9 (a) of the Disclosure
                       Schedule, FAMAPE has (i) correctly prepared and timely
                       filed all Tax Returns required to be filed by it in
                       respect of any Taxes, (ii) timely and properly paid all
                       Taxes that are due and payable, and no claim for unpaid
                       Taxes has become a lien against FAMAPE's Assets, and
                       (iii) complied in all respects with applicable

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                       laws, rules and regulations relating to the payment and
                       withholding of Taxes.

                  (b)  Except as set forth on Part 3.9 (b) of the Disclosure
                       Schedule, no deficiency for any Taxes has been proposed,
                       asserted or assessed against FAMAPE which has not been
                       resolved and paid in full; FAMAPE has not waived any
                       statute of limitations in respect to Taxes or agreed to
                       any extension of time with respect to any Tax assessment
                       or deficiency; and FAMAPE is not currently under audit
                       for Taxes by any Government Body, nor is it aware of any
                       pending or threatened audit.

                  (c)  No Tax Returns with respect to FAMAPE for taxable periods
                       ended on or after December 31, 1995, have been audited,
                       and no Tax Returns of FAMAPE are currently the subject of
                       audit by the Mexican Government or any representative.
                       FAMAPE has filed all Tax Returns since December 31,1995.

                  (d)  FAMAPE is not a party to any Tax allocation or sharing
                       agreement and is not liable for the Taxes of any other
                       person.

         3.10  COMPLIANCE WITH LEGAL REQUIREMENTS. The Companies represent and
               warrant that: FAMAPE has complied in all material respects with
               all Legal Requirements that are applicable to FAMAPE's Assets.
               Except as disclosed in Part 3.10 of the Disclosure Schedule,
               FAMAPE has not been Threatened to be charged with or given notice
               of any violation (which has not been cured); nor, to the
               Companies' Knowledge, FAMAPE is under investigation with respect
               to any violation of Legal Requirements applicable to the Business
               or FAMAPE's Assets.

         3.11  LEGAL PROCEEDINGS; ORDERS. The Companies represent and warrant
               that, except as set forth in Part 3.11 of the Disclosure
               Schedule, there is no Proceeding pending or, to the Knowledge of
               the Companies, Threatened against FAMAPE, including any that
               challenges or may have the effect of preventing or otherwise
               interfering with, any of the Contemplated Transactions, and there
               is no Order to which any of the FAMAPE is subject.

         3.12  OTHER CONTRACTS. The Companies represent and warrant that, except
               as disclosed in Part 3.12 (a) of the Disclosure Schedule, FAMAPE
               is not a Party to or bound by (i) any agreement evidencing
               Indebtedness; (ii) any joint venture, partnership or Other
               Contract involving a Sharing of liabilities by FAMAPE with any
               other Person; (iii) any Other Contract containing convenants that
               in any way purport to prevent or affect this Agreement;

         3.13  INSURANCE. FAMAPE represents and warrants that it maintains in
               full force and effect polices of fire and other casualty,
               liability, title and other forms of insurance covering FAMAPE's
               Assets, and the operation thereof, of the types

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               and with the amounts of coverage as are consistent with industry
               standard for comparable businesses. All such polices are in full
               force and effect, all premiums with respect thereto have been
               paid, and no notice of cancellation or termination has been
               received by FAMAPE. Part 3.13 of the Disclosure Schedule lists
               all claims pending or for which coverage is disputed under any
               such insurance policy.

         3.14  ENVIRONMENTAL MATTERS. The Companies represent and warrant that
               except as set forth in Part 3.14 of the Disclosure Schedule:

                  (a)  FAMAPE is, and at all times has been, in material
                       compliance with applicable Environmental Laws. There are
                       no pending or, to the Knowledge of the Companies,
                       Threatened claims or Encumbrances arising under or
                       pursuant to any Enviromnental Law.

                  (b)  The Companies have no Knowledge of, nor have they
                       received, any citation, directive, inquiry, notice,
                       Order, summons, warning, or other communication that
                       relates to any alleged actual or potential liability with
                       respect to Hazardous Materials.

                  (c)  The Companies have delivered to Buyer true and complete
                  copies and results of any reports, studies, analyses, tests,
                  or monitoring possessed or initiated by any of the Companies
                  pertaining to Hazardous Materials or Hazardous Activities in,
                  on, or under the Garcia Property.

         3.15  INTANGIBLE AND TANGIBLE PROPERTY. FAMAPE represents and warrants
               that:

                  (a)  Except as set forth Part 3.15 of the Disclosure Schedule,
                       FAMAPE uses no Intangible Property in connection with the
                       operation of the Business conducted in the Garcia
                       Property and related to FAMAPE's Assets, except for the
                       Permits, the Books and Records, and software programs
                       listed as part of FAMAPE's Assets. All Intangible
                       Property is owned by FAMAPE, and on or before the Closing
                       will be owned by FAMAPE in order to be able to transfer
                       such property to the Buyer.


                  (b)  The Tangible Personal Property includes, without
                       limitation, the assets referred in Exhibit A hereto. All
                       Tangible Personal Property is owned by FAMAPE and on or
                       before the Closing will be owned by FAMAPE, in order to
                       be able to transfer such property to the Buyer.


         3.16  RELATIONSHIPS WITH AFFILIATES. The Companies represent and
               warrant that except as set forth on Part 3.16 of the Disclosure
               Schedule, neither CEMEX nor FLS, nor any other Related Person of
               the Companies has any claim or right

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               against FAMAPE's Assets. Part 3.16 of the Disclosure Schedule
               sets forth all arrangements or agreements between FAMAPE, on the
               one hand, and CEMEX, FLS or any Related Person of the Companies,
               on the other hand.

         3.17  BROKERS OR FINDERS. The Companies represent and warrant that they
               have not incurred in any obligation or liability, contingent or
               otherwise, for brokerage or finders' fees or agents' commissions
               or other similar payment in connection with this Agreement that
               will not be paid by the Companies at Closing.

         3.18  LABOR MATTERS. The Companies represent and warrant that:

                  (a)  Except as set forth in Part 3.18 (a) of the Disclosure
                       Schedule, (i) FAMAPE is not a party to or bound by, and
                       its employees are not covered by any labor or collective
                       bargaining agreement; (ii) the Companies have no
                       Knowledge of any pening or threatened strikes, work
                       stoppages, slowdowns, lockouts, unfair labor practice
                       charges or complaints, or arbitration arising out of a
                       collective bargaining agreement, or other labor disputes
                       against FAMAPE; since December 1, 1998, there has not
                       been any such action or proceeding; (iii) the Companies
                       have no Knowledge of any pending or Threatened
                       complaints, charges or claims against FAMAPE with any
                       Governmental Authority regarding the employment or
                       termination of employment by FAMAPE of any individual;
                       (iv) no Knowledge of any union organization campaign is
                       presently in progress.

                  (b)  Part 3.18 (b) of the Disclosure Schedule lists the names
                       of all present employees of FAMAPE, the total
                       compensation payable to each which compensation has not
                       increased since October 20, 2000, and vacation days for
                       each (or pay in lieu thereof).

         3.19  BOOKS AND RECORDS. FAMAPE represents and warrants that the books
               of account, and other Books and records of the Business are
               complete and correct in all material respects and have been
               maintained in accordance with the Mexican accounting principles.

         3.20  ABSENCE OF CHANGES. FAMAPE represents and warrants that since
               December 31,1999, and except as set forth on Part 3.20 of the
               Disclosure Schedule, there has not been:

                  (i)  Any Material Adverse Effect; or

                  (ii) Any transaction by FAMAPE outside the Ordinary Course of
                       Business, exception made for the Permitted Transactions.

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         3.21  ASSETS NECESSARY FOR CONDUCT OF BUSINESS. FAMAPE's Assets are all
               of the assets and rights needed to conduct the Business as
               presently conducted.

         3.22  EQUIPMENT UNDER MAQUILA OR PITEX PROGRAM. Except as set forth in
               Schedule 3.22, FAMAPE represents and warrants that the Famape
               Assets arenot subject to or under any Maquila, Pitex or similar
               exportation program.

         3.23  INDEMNIFICATION IN CASE OF DISPOSSESSION. FAMAPE in this act
               informs and discloses to the Buyer and to Braden about the
               existence of a project for the construction of a thoroughfare
               service parallel to the main highway that, if performed, could
               affect the Garcia Property. Buyer and Braden waive the
               indemnification from the Companies in case of dispossession for
               such action since each has full knowledge of the risks that it
               implies, expressly accepting to submit to its consequences and to
               assume the responsibility over them, and consequently releases
               the Companies and its shareholders, representatives, and
               affiliates of all responsibility and obligation that could
               correspond to it after Closing. Other than the above project, the
               Companies have no knowledge of any action to be taken by any
               Governmental authority with respect to the Garcia Property.

         3.24  FAMAPE represents and warrants that FAMAPE is the legal owner of
               the Concession Title No. 2NVL104048/24ELGE97, issued on August
               12, 1997 by the National Commission of Water ("CNA"), with an
               authorized annual consumption volume of 14,900.00 m3 for services
               purposes ("Water Concession Title") and of the Concession Title
               No. 2NVL102987/24EMGE96 issued on June 17, 1997 by the CNA for
               the discharge of residual water (the "Water Discharge Title")
               (jointly the "Concession Titles"), and further, FAMAPE represents
               and warrants that such Concession Titles can be assigned to Buyer
               with their authorized volumes and changed their uses for
               industrial purposes.

4.  REPRESENTATIONS AND WARRANTIES OF BRADEN AND BUYER.

         Braden and Buyer, jointly and severally, represent and warrant to the
Companies as follows:


         4.1   ORGANIZATION AND GOOD STANDING. Buyer and Braden are corporations
               duly organized, validly existing, and in good standing under the
               laws of Mexico and State of Delaware. Buyer and Braden have
               delivered to FAMAPE true and complete copies of Buyer's articles
               of incorporation and bylaws, as currently in effect.


         4.2   AUTHORITY; NO CONFLICT.

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                  (a)  This Agreement has been duly and validly executed and
                       delivery by Braden and Buyer and constitutes the legal,
                       valid, and binding obligation of Braden and Buyer,
                       enforceable against each in accordance with its terms
                       except to the extent that their enforceability may be
                       subject to applicable bankruptcy, insolvency,
                       reorganization, moratorium or similar laws affecting the
                       enforcement of creditors' rights generally and to general
                       equitable principles. Upon the execution and delivery by
                       Braden and Buyer of the Closing Documents to which each
                       is a party, such Closing Documents will constitute the
                       legal, valid, and binding obligations of Braden and
                       Buyer, enforceable against each in accordance with their
                       respectiveterms, except to the extent that their
                       enforceability may be subject to applicable bankruptcy,
                       insolvency, reorganization, moratorium or similar laws
                       affecting the enforcement of creditors' rights generally
                       and to general equitable principles. Braden and Buyer
                       have the power, and authority to execute and deliver this
                       Agreement to each party and to perform their respective
                       obligations thereunder. The execution and delivery of
                       this Agreement have been authorized by the Board of
                       Directors of Braden.

                  (b)  Neither the execution and delivery of this Agreement by
                       Braden or Buyer nor the consummation or performance of
                       any of the Contemplated Transactions by Braden or Buyer
                       will conflict with, violate or result in a breach of (i)
                       any provision of Braden or Buyer's Organizational
                       Documents, (ii) any Legal Requirement or Order to which
                       Braden or Buyer may be bound. Braden and Buyer are not
                       and will not be required to give any notice to or obtain
                       any Consent from any Person in connection with the
                       execution and delivery of this Agreement or the
                       consummation or performance of any of the Contemplated
                       Transactions.

         4.3   SOURCE OF FUNDS. The payment of the Purchase Price will be made
               by Buyer from funds obtained by Buyer in compliance with all
               applicable laws.

         4.4   CERTAIN PROCEEDINGS. There are no Proceedings pending, or to
               Braden's or Buyer's Knowledge, Threatened against the Buyer or
               Braden that challenges, or may have the effect of preventing, or
               otherwise interfering with any of the Contemplated Transactions.

         4.5   BROKERS OR FINDERS. Braden and Buyers have not incurred any
               obligation or liability, contingent or otherwise, for brokerage
               or finders' fees or agents' commissions or other similar payments
               in connection with this Agreement that will not be paid by Buyer
               or Braden.


5.       COVENANTS OF FAMAPE OR THE COMPANIES AS THE CASE MAY BE.

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         5.1   ACCESS AND INVESTIGATION. Between the date of this Agreement and
               until the Closing Date, FAMAPE will and CEMEX and FLS will cause
               FAMAPE and its Representatives to afford Buyer and its
               Representatives, reasonable access during normal business hours
               to FAMAPE's Assets and FAMAPE's Books and Records, and other
               documents and data, and furnish Buyer and its Representatives
               with copies of the same, upon Braden or Buyer written request.
               Without limiting the generality of the foregoing, one day prior
               to Closing Date, Braden, Buyer and their Representatives shall
               have access to the Garcia Property in order to inspect and verify
               the conditions of FAMAPE's Assets and the accuracy of the
               Companies' representations and warranties concerning FAMAPE's
               Assets. Such verification and inspection shall not release the
               Companies from their obligations under this Agreement.

         5.2   OPERATION OF FAMAPE. Between the date of this Agreement and the
               Closing Date, FAMAPE shall,:

                  (a)  operate only the Permitted Transactions;
                  (b)  use their Best Efforts to maintain FAMAPE's Assets in the
                       conditions as they are as of the execution of this
                       Agreement and maintain the relations and good will with
                       suppliers and others, associated with the operation of
                       the Business in the Garcia Property, in the understanding
                       that FAMAPE will not be responsible for the damages
                       caused to the FAMAPE's Assets as a result of an act or
                       omission of Buyer's employees;
                  (c)  confer on a regular and frequent basis with Buyer and its
                       Representatives to discuss operational matters and the
                       general status of ongoing operations;
                  (d)  promptly notify Buyer of any material changes in the
                       Business or FAMAPE's Assets; and
                  (e)  perform the transactions contemplated by Section 2.5
                       hereof.

         5.3   NEGATIVE COVENANTS. Except as otherwise provided herein between
               the date of this Agreement and the Closing Date, FAMAPE shall
               not:

                  (a)  operate the Business, except for the Permitted
                       Transactions;
                  (b)  acquire, or publicly propose to acquire, all or any
                       substantial part of the business and properties or
                       capital stock of any Person, whether by merger, purchase
                       of assets, tender offer or otherwise related with the
                       Business;
                  (c)  Adopt, enter into or amend any bonus, profit sharing,
                       compensation, stock option, pension, retirement, deferred
                       compensation, health care, employment or other employee
                       benefit plan, agreement, trust, fund or arrangement for
                       the benefit or welfare of any employee or retiree of
                       FAMAPE, except as authorized by Buyer;

                                      -12-
<PAGE>   13

                  (d)  Incur any indebtedness for money borrowed or guarantee
                       any such indebtedness or issue or sell any debt
                       securities or make any loans or advances, or make any
                       capital expenditures;

                  (e)  Sell, lease or dispose or any of FAMAPE's Assets.

                  (f)  Agree in writing, or otherwise, to take any of the
                       foregoing actions or any other actions which would make
                       any representations or warranties of the Companies
                       contained in this Agreement untrue or incorrect in any
                       material respect as of the Closing Date.

         5.4   REQUIRED FILINGS AND CONSENTS. As promptly as practicable after
               the date of this Agreement, FAMAPE shall make all filings
               required by Legal Requirements to be made by FAMAPE in order to
               consummate the Contemplated Transactions and will obtain those
               certain Consents specifically identified on Disclosure Schedule
               5.4 hereof (the "Required Filings and Consents"). In addition,
               the Companies shall obtain before the expiration of the Escrow
               Agreement, the authorization from the CNA for the assignment of
               the Concessions Titles mentioned in Section 3.24 of this
               Agreement and shall obtain the change of use to be for industrial
               purposes, keeping the authorized consumption volume stated in
               Section 3.24. The Companies agree to hold Buyer harmless from any
               fines or cancellation of right to exploit the water under the
               Concession stated in 3.24 as a result of any action of any
               governmental authority or for any industrial use. In such cases,
               the Companies shall assume the responsibility to supply the
               Buyer's water requirements in the best possible way.


         5.5   NOTIFICATION. Between the date of this Agreement and the Closing
               Date, the Companies will promptly notify Buyer and Braden in
               writing if any of the Companies become aware of any fact or
               condition that causes or constitutes a materia breach of any of
               their representations and warranties as of the date of this
               Agreement, or if any of the Companies becomes aware of the
               occurrence after the date of this Agreement of any fact or
               condition that would (except as expressly contemplated by this
               Agreement) cause or constitute a material breach of any such
               representation or warranty had such representation or warranty
               been made as the time of occurrence or discovery of such fact or
               condition. During the same period, the Companies will promptly
               notify Buyer and Braden of the occurrence of any material breach
               of any covenant of the Companies in this Section 5 or of the
               occurrence of any event that may make the satisfaction of the
               conditions in Section 7 impossible or unlikely.


         5.6   NO NEGOTIATION. Until the earlier of the Closing or such time, if
               any, as this Agreement is terminated pursuant to Section 9, the
               Companies agree that neither of them, nor any of their
               Affiliates, will, nor will they permit respective

                                      -13-
<PAGE>   14

               Representatives to, directly or indirectly solicit, initiate, or
               encourage any inquiries or proposals from, discuss or negotiate
               with, provide any non-public information to, or consider the
               merits of any unsolicited inquiries, or proposals from, any
               Person (other than Buyer, Braden or their Representatives)
               relating to or affecting any transaction involving the sale of
               FAMAPE's Assets.


         5.7   ENCUMBRANCES AND SECURITY INTERESTS. The Companies agree to pay,
               and cause FAMAPE to pay, all Indebtedness of FAMAPE which imposes
               any Encumbrances or Security Interest on FAMAPE's Assets and to
               obtain at or prior to the Closing and deliver to Buyer at the
               Closing, releases of any Encumbrances and Security Interest on
               FAMAPE's Assets.



         5.8   NON-COMPETITION. The Companies shall not compete with or assist
               others to compete with Braden and the Buyer directly or
               indirectly in the manufacturing of equipment and parts for in the
               electrical and power generation industries in Mexico for a term
               of five years after Closing. Buyer and Braden shall not compete
               with or assist others to compete with the Companies directly or
               indirectly in Mexico in the manufacturing of equipment and parts
               for use in the cement and mining industries for a term of five
               years after Closing.


         5.9   GARCIA PROPERTY. FAMAPE shall deliver to Buyer the Garcia Deed
               and all other instruments of transfer and all other related
               documents, if any, as may be necessary to evidence or perfect the
               sale, assignment and conveyance to Buyer of good title to the
               Garcia Property.


         5.10  FAMAPE'S EMPLOYEES. FAMAPE shall terminate in compliance with the
               applicable Labor Law, prior to December 22 2000 its labor
               relationship with all FAMAPE's employees and workers.



6.       COVENANTS OF BUYER AND BRADEN.


         6.1   REQUIRED APPROVALS. As promptly as practicable after the date
               this Agreement, Buyer and Braden will make all filings required
               by Legal Requirements to be made by them to consummate the
               Contemplated Transactions.


         6.2   NOTIFICATION. Between the date of this Agreement and the Closing
               Date. Buyer will promptly notify the Companies in writing if
               Buyer or Braden becomes aware of any fact that causes or
               constitutes a breach of any of Buyer or Braden's representations
               and warranties as of the date of this Agreement, or if Buyer or
               Braden become aware of the occurrence after the date of this
               Agreement of any

                                      -14-
<PAGE>   15

               fact or condition that would (except as expressly contemplated by
               this Agreement) cause or constitute a breach of any such
               representation or warranty had such representation or warranty
               been made as of the time of occurrence or discovery of such fact
               or condition. During the same period, Buyer will promptly notify
               of the occurrence of any breach of any covenant of Buyer in this
               Section 6 or of occurrence of any event that makes the
               satisfaction of the conditions in Section 8 impossible or
               unlikely.


         6.3   NO NEGOTIATION. Until the earlier of the Closing or such time, if
               any, as this Agreement is terminated pursuant to Section 9, Buyer
               and Braden agree that neither of them, nor any of their
               Affiliates, will, nor will they permit respective Representatives
               to, directly or indirectly solicit, initiate, or encourage any
               inquiries or proposals from, discuss or negotiate with, provide
               any non-public information to, or consider the merits of any
               unsolicited inquiries, or proposals from, any Person (other than
               the Companies or their Representatives) relating to or affecting
               any transaction involving the sale of FAMAPE's Assets.






7.       CONDITIONS PRECEDENT TO BUYER'S AND BRADEN'S OBLIGATIONS TO CLOSE.

         Buyer's obligation to purchase FAMAPE's Assets and Buyer and Braden's
obligations to take any other actions required to be taken by Buyer and/or
Braden under this Agreement at the Closing is subject to satisfaction, at or
prior to the Closing, of each of the following conditions (any of which may be
waived by Buyer and Braden, in whole or in part):


         7.1   ACCURACY OF REPRESENTATIONS. Each of the Companies'
               representations and warranties in this Agreement must have been
               accurate in all material respects as of the date of this
               Agreement, and subject to the changes needed by the Permitted
               Transactions, must be accurate in all material respects as of the
               Closing Date, and Buyer shall have received a certificate by the
               Companies, dated as of the Closing Date, as to such accuracy.


         7.2   THE COMPANIES' PERFORMANCE. The covenants and obligations that
               FAMAPE or the Companies are required to perform or to comply with
               pursuant to this Agreement at or Prior to the Closing must have
               been performed and complied with in all material respects,
               including, without limitation, the delivery of possession of
               FAMAPE's Assets, the release of any Security interest or
               Encumbrances on FAMAPE's Assets, the obtaining of the Required
               Filings and Consents, and Buyer shall have received a certificate
               of the Companies, dated as of the Closing Date, as to such
               compliance.

                                      -15-
<PAGE>   16


         7.3   ADDITIONAL DOCUMENTS. Each of the following documents must have
               been delivered to Buyer:

                  (a)  a favorable opinion of counsel to the Companies dated on
                       the Closing Date, to the effect set forth on Exhibit E;

                  (b)  , the delivery by FAMAPE of FAMAPE's external auditors
                       statement establishing that there is no Material Adverse
                       Effect in the course of the Business of FAMAPE as of and
                       for the ten months ended October 2000 (the "Most Recent
                       Fiscal Month End");

                  (c)  the deliveries required from each of the Companies in
                       Section 2.5; and

                  (d)  such other documents as Buyer or Braden may reasonably
                  request (including but not limited to the issuance of
                  invoices) for the purpose of (i) evidencing the satisfaction
                  of any condition referred to this Section 7, or (ii) otherwise
                  facilitating the consummation of performance of any of the
                  Contemplated Transactions.


         7.4   NO PROCEEDING. Since the date of this Agreement, there must not
               have been commenced, pending or Threatened any Proceeding (i)
               involving any challenge to, or seeking damages or other relief in
               connection with, any of the Contemplated Transactions or FAMAPE's
               Assets, (ii) that prevents, makes illegal, or otherwise
               materially interferes with any of the Contemplated Transactions
               or seeks to do any of the foregoing, or (iii) that involves any
               material claim against the Companies or FAMAPE's Assets.


         7.5   NO PROHIBITION. There must not be in effect any Legal Requirement
               or any injunction or Order that prohibits or restricts the
               consummation of the Contemplated Transactions.


         7.6   ABSENCE OF MATERIAL ADVERSE EFFECT. Since the date hereof, there
               will not have been any Material_Adverse Effect.


         7.7   COMPLETION OF THE TERMINATION PROCESS. On or before the Closing
               Date, the Termination Process shall have been completed and the
               FAMAPE shall be the owner of all FAMAPE's Assets, free and clear
               of all Security Interests and Encumbrances, in order to be able
               to transfer all FAMAPE's Assets to the Buyer.


         7.8   DUE DILIGENCE. On or before the Closing Date, the due diligence
               process has been completed to Braden and Buyer's satisfaction.


         7.9   EXISTANCE OF FAMAPE'S ASSETS. That FAMAPE's Assets do not have
               any Encumbrance or Security Interests of any kind, do effectively
               exist and have their

                                      -16-
<PAGE>   17

               corresponding invoice issued on behalf of FAMAPE and that all
               FAMAPE's Assets have their proper documentation and all
               applicable importation taxes have been paid, as the case may be.




         7.10  FINANCING. That adequate financing from a bank is obtained.


         7.11  BOARD OF DIRECTORS' APPROVAL. That the execution of the Closing
               Documents t be approved by Braden's Board of Directors.





8.       CONDITONS PRECEDENT TO THE COMPANIES' OBLIGATIONS TO CLOSE.

FAMAPE's obligations to sell FAMAPE's Assets and the Companies' obligations to
take the actions required to be taken by such Parties at the Closing are subject
to the satisfaction, at or prior to the Closing, of each of the following
conditions (any of which may be waived by the Companies in whole or in part).


         8.1   ACCURACY OF REPRESENTATIONS. Braden and Buyer's representations
               and warranties in this Agreement must have been accurate in all
               material respects as of the date of this Agreement and must be
               accurate in all material respects as of the Closing date as if
               made on the Closing Date, and FAMAPE shall have received a
               certificate of an executive officer of Buyer and Braden, dated as
               of the Closing Date, as to such accuracy.


         8.2   BUYER'S PERFORMANCE. The covenants and obligations that Buyer and
               Braden are required to perform or to comply with pursuant to this
               Agreement at or prior to the Closing must have been performed and
               complied with in all material respects, and FAMAPE shall have
               received a certificate of an executive officer of Buyer and
               Braden, dated as of the Closing date, as to such compliance.


         8.3   ADDITIONAL DOCUMENTS. Buyer must have caused the following
               documents to be delivered to FAMAPE or the Companies, as
               applicable:

                  (a)  a favorable opinion of counsel to Buyer dated on the
                       Closing Date, to the effect set forth in Exhibit F;

                  (b)  the deliveries required from Buyer in Section 2.5; and

                  (c)  such other documents as Companies may reasonably request
                       for the purpose of (i) evidencing the satisfaction of any
                       condition referred to this

                                      -17-
<PAGE>   18

                       Section 8, or (ii) otherwise facilitating the
                       consummation of performance of any of the Contemplated
                       Transactions.


         8.4   PURCHASE PRICE. Buyer shall have paid the Purchase Price minus
               the Escrowed Amount.


         8.5   ESCROWED AMOUNT. FAMAPE shall have received in escrow the
               Escrowed Amount on the Closing Date.


9.       TERMINATION


         9.1   TERMINATION WITH NOTICE, This Agreement may, by notice given
               prior to or at the Closing, be terminated by mutual written
               consent of all the Parties.


         9.2   AUTOMATIC TERMINATION, Without any responsibility of the parties
               herein, this Agreement shall automatically terminate as of
               midnight, January 31, 2001, if the Closing has not occurred,
               unless otherwise agreed by the parties in writing.


         9.3   EFFECT OF TERMINATION. Buyer or Brader's right of termination
               under Section 9.1 is in addition to any other rights it may have
               under this Agreement. If this Agreement is terminated pursuant to
               Section 9.1 and 9.2, all further obligations of the Parties under
               this Agreement will terminate, except that the obligations in
               Sections 11.1 and 11.2 will survive.


10.      INDEMNIFICATION; REMEDIES.


         10.1  INDEMNIFICATION AND PAYMENT OF DAMAGES BY THE COMPANIES. The
               Companies will, jointly and severally, indemnify and hold
               harmless Buyer and Braden, their stockholders, controlling
               Persons, and Affiliates (collectively, the "Seller Indemnified
               Persons") for, and will pay to the Seller Indemnified Persons the
               amount of, any loss, liability, claim, damage, expenses
               (including reasonable costs of investigation and defense and
               reasonable attorneys' fees), whether or not involving a
               third-party claim (collectively, "Damage"), arising from :

                  (a)  any breach of any representation or warranty made by the
                       Companies or in any of them in this Agreement, the
                       Exhibits, the Disclosure Schedule, or any other
                       certificate or document delivered by any of them,
                       pursuant to this Agreement;.

                  (b)  any breach by the Companies or any of them, of any
                       covenant or obligation in this Agreement or in any
                       certificate or document delivered by any of them,
                       pursuant to this Agreement; and

                                      -18-
<PAGE>   19

                  (c)  Any liabilities with respect to the FAMAPE Assets or
                       operation of the Business derived as a result of an act
                       or omission occurred on or before the Closing Date
                       including, without limitations, the following:


                  (i)  any liabilities for or with respect to any FAMAPE
                  employees and workers, including without limitation, employee
                  salaries, benefits, severance payments and any matter relating
                  to the operation or ownership of the Business derived as a
                  result of an act, event or omission occurred on or before the
                  Closing Date;

                  (ii) any liabilities concerning the Environment and
                  Environmental matters derived as a result of an act, event or
                  omission occurred on or before the Closing Date, with respect
                  to the Garcia Property and the rest of FAMAPE's Assets; and

                  (iii) any liabilities concerning Tax matters derived as a
                  result of an act, event or omission occurred in connection
                  with the Business conducted in the Garcia Property and with
                  FAMAPE's Assets, occurred on or before the Closing Date.

                  (d)  any liabilities concerning any Material Adverse Effect
                  that affects the possession of the FAMAPE's Assets, as a
                  result a claim by a third party provided such claim is based
                  upon a right or title acquired prior to the Closing.


         10.2  INDEMNIFICATION AND PAYMENT OF DAMAGES BY BRADEN AND BUYER.
               Braden and Buyer will, jointly and severally, indemnify and hold
               harmless the Companies and their stockholders, controlling
               Persons and Affiliates (collectively, the "Buyer Indemnified
               Persons") for, and will pay to the Buyer Indemnified Persons the
               amount of, any loss, liability, claim, damage and expenses
               (including reasonable costs of investigation and defense and
               reasonable attorneys' fees), whether or not involving a
               third-party claim (Contract:

                  (a)  any breach of any representation or warranty made by
                       Buyer in this Agreement or in any certificate or document
                       delivered by Buyer pursuant to this Agreement; and

                  (b)  any breach by Buyer of any covenant or obligation of
                       Buyer in this Agreement.


         10.3  PROCEDURE FOR INDEMNIFICATION - THIRD PARTY CLAIMS.

                  (a)  Promptly after receipt by an Indemnified Person under
                       Section 10.1 or 10.2, of notice of any claim against it,
                       such Indemnified Person will, if a claim is to be made
                       against an Indemnifying Party under such Section,

                                      -19-
<PAGE>   20

                       give notice to the Indemnifying Party of the commencement
                       of such claim, but the failure to notify the Indemnifying
                       Party will not relieve the Indemnifying Party of any
                       liability that it may have to any Indemnified Person,
                       except to the extent that the Indemnifying Party
                       demonstrates that the defense of such action is
                       prejudiced by the Indemnified Party's failure to give
                       such notice.

                  (b)  If any claim referred to in Section 10.3 (a) is brought
                       against an Indemnified Person and such Indemnified Person
                       gives notice to the Indemnifying Party of the
                       commencement of a proceeding with respect to such claim
                       (a "Proceeding"), the Indemnifying Party will be entitled
                       to participate in such Proceeding and, to the extent that
                       it wishes (unless (i) the Indemnifying Party is also a
                       party to such Proceeding and the Indemnified Person
                       determines in good faith that joint representation would
                       be inappropriate or (ii) the Indemnifying Party fails to
                       provide reasonable assurance to the Indemnified Person of
                       its financial capacity to defend such Proceeding and
                       provide indemnification with respect to such Proceeding),
                       to assume the defense of such Proceeding with counsel
                       satisfactory to the Indemnified Person and, after notice
                       from the Indemnifying Party to the Indemnified Person of
                       its election to assume the defense of such Proceeding,
                       the Indemnifying Party will not, as long as it diligently
                       conducts such defense, be liable to the Indemnified
                       Person under this Section 10 for any fees of other
                       counsel (other than in the circumstances provided above)
                       or any other expenses with respect to the defense of such
                       Proceeding. If the Indemnifying Party assumes the defense
                       of a claim, (i) no compromise or settlement of any such
                       claim may be effected by the Indemnifying Party without
                       the Indemnified Person's consent unless (A) there is no
                       finding or admission of any violation of Legal
                       Requirements or any violation of the rights of any
                       Indemnified Person, and (B) the sole relief provided is
                       monetary damages that are paid in full by the
                       Indemnifying Party; and (ii) the Indemnified Person will
                       have no liability with respect to any compromise or
                       settlement of such claims effected without its consent.
                       Subject to Section 10.3 (c), if notice is given to an
                       Indemnifying Party of any claim and the Indemnifying
                       Party does not, within ten (10) days after the
                       Indemnified Person's notice is given, give notice to the
                       Indemnified Person of its election to assume the defense
                       of such claim, the Indemnifying Party will be bound by
                       any determination made in such Proceeding or any
                       compromise or settlement effected by the Indemnified
                       Person and will be liable for all expenses if it
                       wrongfully failed to assume such defense.

                  (c)  Notwithstanding the foregoing, if an Indemnified Person
                       determines in good faith that there is a reasonable
                       probability that a claim may adversely affect it or its
                       affiliates other than as a result of monetary damages for
                       which it would be entitled to indemnification under this
                       Agreement, the Indemnified Person may, by notice to the
                       Indemnifying

                                      -20-
<PAGE>   21

                       Party, assume the exclusive right to defend, compromise,
                       or settle such claim, but the Indemnifying Party will not
                       be bound by any determination of a claim so defended or
                       any compromise or settlement effected without its consent
                       (which may not be unreasonably withheld) or delayed.


         10.4  PROCEDURE FOR INDEMNIFICATION - OTHER CLAIMS. A claim for
               indemnification for any matter not involving a third-party claim
               shall be asserted by written notice to the Indemnifying Party
               from whom indemnification is sought.


         10.5  SURVIVAL/LIMITATIONS. The Parties hereto agree that the
               representations, warranties and covenants contained herein shall
               survive to the extent of the statute of limitations provided
               under Mexican Law. In no event shall the obligation to indemnify
               the Seller Indemnified Persons and the Buyer Indemnified Persons
               for Damages pursuant to Section 10.1 (a) or (b) and 10.2 (a) or
               (b) hereof exceed the Purchase Price.


         10.6  EXCLUSIVE REMEDY. After the Closing indemnification provisions in
               this Section 10 are the exclusive remedies of the Parties for any
               breach of a representation warranty or covenant contained herein.


11.      GENERAL PROVISIONS


         11.1  EXPENSES. Except as otherwise expressly provided in this
               Agreement, each Party to this Agreement will bear its respective
               expenses incurred in connection with the preparation, execution,
               and performance of this Agreement and the Contemplated
               Transactions, including all fees and expenses of agents,
               representatives, brokers or finders, counsel, and accountants. In
               the event of termination of this Agreement, the obligation of
               each Party to pay its own expenses will be subject to any rights
               of such Party arising from a breach of this Agreement by another
               Party.


         11.2  PUBLIC ANNOUNCEMENTS; CONFIDENTIALITY. Any public announcement or
               similar publicity with respect to this Agreement of the
               Contemplated Transactions will be issued, if at all, only if and
               after the Parties agree in writing, provided that nothing
               contained herein shall prevent any Party from at any time
               furnishing information required by a Governmental Body or making
               any disclosures required by applicable Legal Requirements. Unless
               consented to by Buyer and Braden in advance or required by Legal
               Requirements, prior to the Closing, each Party shall, and shall
               cause their respective Representatives to, keep this Agreement
               strictly confidential and may not make any disclosure of this
               Agreement to any Person.


                                      -21-
<PAGE>   22

         11.3  NOTICES. All notices, consents, waivers, and other communication
               under this Agreement must be in writing and will be deemed to
               have been duly given when

                  (a) delivered by hand (with written confirmation of receipt),
                  (b) sent by telecopier (with written confirmation of receipt),
                  provided that a copy is mailed by registered mail, return
                  receipt requested, or (c) when received by the addressee, if
                  sent by a nationally recognized overnight delivery service
                  (receipt requested), in each case to the appropriate addresses
                  and telecopier numbers set forth below (or to such other
                  addresses and telecopier numbers, as a Party may designate by
                  notice to the other Parties):

If to the Braden and/or Buyer:

Braden Manufacturing L.L.C.
5199 N. Mingo Road
Tulsa, Ok. 74117
Attn: Jack Silver
Telephone No.:  (918) 272-53-71
Facsmile No.:  (918) 274-23-78

With a copy to:

     Santos, Elizondo, Cantu, Rivera
     , Gonzalez, De la Garza, S.C.
     Edificio Losoles Desp. B-33
     Av. Lazaro Cardenas 2400 Pte.
     Apartado Postal 497
     San Pedro Garza Garcia, N.L. 66220
     Attention:   Carlos de la Garza Santos, Esq.
     Telephone No.:  (528) 363-3340
     Facsimile No.:  (528) 363-3684

If to CEMEX, to:
Cemex, S.A. de C.V.
Ave. Constituci6n 444 Pte.
Monterrey, N.L. CP 64,000
att: Ing. Roberto Herrera Ritte

With a copy to:
Lic. Raul Salinas Tijerina:
Cemex, S.A. de C.V.
Ave. Constitucion 444 Pte.
Monterrey, N.L. CP 64,000

If to FLS,    to:

                                      -22-
<PAGE>   23

to F.L.Smidth & Co A/S
Vigerslev Alle 77,
DK-2500 Valby
Copenhagen,
Denmark
att: S -- ren Iversen
Telephone No.:  (45) 36 18 10 00
Facsmile No.:  (45) 36 30 18 20

With copy to:

F.L.Smidth-Fuller Mecxico S.A. de C.V.
San Alberto 406
Residencial Santa Barbara
Garza Garcia, N.L. 66260
Mexico
att: Mr. Andreas Asmussen
Telephone No.:  (52) 83 63 31 50
Facsmile No.:  (52) 83 63 34 21


         11.4  FURTHER ASSURANCES. The Parties agree (a) to furnish upon request
               to each other such further information, (b) to execute and
               deliver to each other such other documents, and (c) to do such
               other acts and things, all as the other Parties may reasonably
               request for the purpose of carrying out the intent of this
               Agreement and the documents referred to in this Agreement, all at
               the sole cost and expense of the requesting Parties (unless the
               requesting Parties are entitled to indemnification therefor under
               Section 10).


         11.5  WAIVER. Neither the failure nor any delay by any Party in
               exercising any right, power, or privilege under this Agreement or
               the documents referred to in this Agreement will operate as a
               waiver of such right, power, or privilege, and no single or
               partial exercise of any such right, power, or privilege will
               preclude any other or further exercise of such right, power, or
               privilege.


         11.6  ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all
               prior agreements between the parties with respect to its subject
               matter and constitutes (along with the documents referred to in,
               or executed in connection with, this Agreement) a complete and
               exclusive statement of the terms of the agreement between the
               Parties with respect to its subject matter. This Agreement may
               not be amended except by a written agreement executed by the
               Party to be charged with the amendment.


         11.7  ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. Except as
               otherwise expressly provided for herein, no Party may assign any
               of its rights under this

                                      -23-
<PAGE>   24

               Agreement without the prior written consent of the other Party;
               provided, however, that Buyer may assign its rights and
               obligations hereunder to an Affiliate of Braden or Buyer or their
               financing sources by way of security to any person appointed to
               enforce such security or any person in connection with such
               enforcement. This Agreement will apply to, be binding in all
               respects upon, and inure to the benefit of the Parties, their
               successors, and their permitted assigns. Nothing expressed or
               referred to in this Agreement will be construed to give any
               Person other than the Parties to this Agreement any legal or
               equitable right, remedy, or claim under or with respect to this
               Agreement or any provision of this Agreement.


         11.8  SEVERABILITY. If any provision of this Agreement is held invalid
               or unenforceable by any court of competent jurisdiction, the
               other provisions of this Agreement will remain in full force and
               effect. Any provision of this Agreement held invalid or
               unenforceable only in part or degree will remain in full force
               and effect to the extent not held invalid or unenforceable.


         11.9  POST-CLOSING ACCESS. Buyer agrees that all Books and Records
               delivered to Buyer pursuant to this Agreement shall be maintained
               open for inspection by the same at any time during regular
               business hours upon reasonable notice for a period of one (1)
               months (or for such longer period as may be required by
               applicable Legal Requirements) following the Closing and that,
               during such period, the Companies, at their expense, may make
               such copies thereof as it may reasonably be required (subject in
               each case to the Companies' obligations to maintain the
               confidentiality of such Books and Records). Nothing contained in
               this Section 11.09 shall obligate any Party hereto to make
               available any books and records if to do so would violate the
               terms of any Contract or Legal Requirement to which it is a Party
               or to which it or its assets are subject.


         11.10 HEADINGS: CONSTRUCTION. The headings of Sections in this
               Agreement are provided for convenience only and will not affect
               its construction or interpretation. All words used in this
               Agreement will be construed to be of such gender or number as the
               circumstances require. Unless otherwise expressly provided, the
               word "including" does not limit the preceding words or terms.


         11.11 APPLICABLE LAW. This Agreement shall be governed and controlled
               as to validity, enforcement, interpretations, construction,
               effect and in all other respects by the applicable laws of the
               State of Nuevo Leon, Mexico. The Parties hereto agree to submit
               exclusively to the jurisdiction of the courts residing in the
               Municipality of Monterrey, Nuevo Leon, Mexico, any dispute or
               controversy arising out of or relating to this Agreement.


                                      -24-
<PAGE>   25

         11.12 INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits and
               Schedules identified in this Agreement are incorporated herein by
               reference and made a part hereof.


         11.13 COUNTERPARTS. This Agreement may be executed in one or more
               counterparts, each of which will be deemed to be an original copy
               of this Agreement and all of which, when taken together, will be
               deemed to constitute one and the same agreement.


         11.14 LANGUAGE. This Agreement will be signed in English and Spanish.
               In case of any controversy or any dispute, the Spanish version
               shall prevail.

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

                                  Cemex, S.A. de C.V.



                                  By:      /s/Ing. Armando J. Garcia Segovia
                                  Title:   Director of General Development


                                  F.L. SMIDTH & Co. A/S.



                                  By:      /s/Richart Fangel
                                  Title:   Attorney in fact


                                  Fabricacion de Maquinaria Pesada, S.A. de C.V.



                                  By:      /s/Ing. Roberto Herrera Ritte
                                  Title:   Apoderado


                                  Braden Manufacturing, L.L.C.



                                  By:      /s/Jack Silver
                                  Title:   Vice President of Administration


                                  Braden Manufacturing, S.A. de C.V.

                                      -25-
<PAGE>   26

                                  By:      /s/Jack Silver
                                  Title:   Attorney in Fact


























                                      -26-