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                                                                   EXHIBIT 10(r)

            JUDICIAL AGREEMENT BETWEEN FABRICANTE Y COMERCIALIZADORA

              BETA, S.A. DE C.V. AND PRODUCTOS COIN, S.A. DE C.V.

<PAGE>

JUDICIAL AGREEMENT ENTERED INTO BY AND BETWEEN FABRICANTE Y COMERCIALIZADORA
BETA, S.A. DE C.V., REPRESENTED HEREIN BY RAUL BAZ HARVILL, HEREINAFTER
"ASSIGNEE", AND PRODUCTOS QUIMICOS COIN, S.A. DE C.V., REPRESENTED HEREIN BY
NICHOLAS N. CARTER, HEREINAFTER "DEBTOR", PURSUANT TO THE FOLLOWING
REPRESENTATIONS AND CLAUSES:

                                REPRESENTATIONS

I. BY "ASSIGNEE" THROUGH ITS LEGAL REPRESENTATIVE:

1. It is a corporation legally organized according to the laws of the Mexican
Republic, as recorded in public instrument number 69,945 dated May seventeenth
two thousand four, granted and attested before Enrique Munoz Barradas, Notary
Public number 162 of the City of Mexico, Federal District, and entered in the
Public Registry of Commerce of the City of Mexico, Federal District, under
mercantile folio number 320873. It has Taxpayer ID Code FCBO405171L2.

2. It is represented herein by RAUL BAZ HARVILL as its Chief Executive Officer,
who has been conferred broad, adequate and sufficient powers of authority to
execute this judicial act, which powers of authority have not been revoked or
modified per the date when this Agreement is executed.

[STAMP]
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3. On May fourth two thousand five, as assignee with BANCO INTERNACIONAL, S.A.,
NOW HSBC MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC as
assignor, it executed a judicial agreement for assignment of litigious credit
rights held by the latter against PRODUCTOS QUIMICOS COIN, S.A. DE C.V., and
specifically, in regard to those derived from Special Mortgage Foreclosure
Proceedings followed by aforementioned Credit Institution against the "DEBTOR",
before the Judge of Civil Courtroom Forty-Second of the Superior Court of
Justice of the Federal District under file number 1710/95, derived from
Modifying Agreement for Acknowledgement of Debt executed between BANCO
INTERNACIONAL, S.A., NOW. HSBC MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO HSBC, and PRODUCTOS QUIMICOS COIN, S.A. DE C.V., dated August
twenty-third of two thousand one, which was approved by the Judge of Civil
Courtroom Forty-Second of the Superior Court of Justice of the Federal District,
through judgment passed on August twenty-eight of two thousand one in the court
records of file 1710/95, annexed to this instrument as Attachment "1", and that
forms an integral part of it.

4. That the agreement referred to in the immediately above representation was
ratified before judicial presence on May

[STAMP]

                                        2
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eleventh of two thousand five, and approved by the Judge of Courtroom
Forty-Second of the Superior Court of Justice of the Federal District.

5. That it is the sole and exclusive holder of the litigious rights held by
BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO HSBC against "DEBTOR" derived from Special Mortgage Foreclosure
Proceedings followed by aforementioned Credit Institution before the Judge of
Civil Courtroom Forty-Second of the Superior Court of Justice of the Federal
District under file number 1710/95 with respect to principal, interest and legal
accessories, in addition to mortgage over real estate properties securing
payment of the obligations owed under Modifying Agreement for Acknowledgement of
Debt executed between BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A.,
INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC and PRODUCTOS QUIMICOS
COIN, S.A. DE C.V., dated August twenty-third of two thousand one, and approved
by the Judge of Civil Courtroom Forty-Second of the Superior Court of Justice of
the Federal District through court ruling pronounced on August twenty-eighth of
two thousand one in the court records of file 1710/95.

[STAMP]

                                       3
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6. It acknowledges that through Interlocutory Judgment passed on March third two
thousand four by the Judge of Civil Courtroom Forty-Second of the Superior Court
of Justice of the Federal District in the court records of file number 1710/95,
sell off was fully approved, held through first public auction on February
twenty-third two thousand four, containing assignment and financing in favor of
BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO HSBC with respect to the real estate property located at
Fraccion de Terreno ubicado en el Camino Nuevo al "Complejo Petroquimico
Morelos" y Vaso numero dos, Municipio de Pajaritos, Coatzacoalcos, Veracruz.

7. It knows the legal condition of the real estate property located at Fraccion
de Terreno ubicado en el Camino Nuevo al "Complejo Petroquimico Morelos" y Vaso
numero dos, Municipio de Pajaritos, Coatzacoalcos, Veracruz, and particularly,
the liens reported in favor of BANCO MERCANTIL DEL NORTE, S.A., FORMERLY
BANCRECER, S.A. and BANCO NACIONAL DE MEXICO, S.A.

8. As assignee of the litigious credit rights held by BANCO INTERNACIONAL, S.A.,
NOW HSBC, MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC
holds against "DEBTOR" received from Special Mortgage Foreclosure followed by
aforementioned Credit Institution before the Judge of Civil

[STAMP]

                                        4
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Courtroom Forty-Second of the Superior Court of Justice of the Federal District
under file number 1710/95 with respect to principal, interest and legal
accessories derived from the Modifying Agreement of Acknowledgement of Debt
executed between BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A., INSTITUCION
DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC and PRODUCTOS QUIMICOS COIN, S.A. DE
C.V., dated August twenty-third two thousand one, approved by the Judge of Civil
Courtroom Forty-Second of the Superior Court of Justice of the Federal District
through judgment pronounced on August twenty-eighth of two thousand one in the
court records of file number 1710/95, it wishes to execute this Judicial
Agreement in order to settle all obligations due and payable, pending and
claimed through this jurisdictional instance.

II. BY "DEBTOR" THROUGH ITS LEGAL REPRESENTATIVE:

1. It is a corporation legally organized according to the Laws of the Mexican
Republic as recorded in public instrument number 8211 dated November
twenty-third nineteen hundred eighty-seven, granted and attested before Rogelio
Magana Luna, Notary Public number 156 of the City of Mexico, Federal District,
and entered in the Public Registry of Commerce of the City of Mexico, Federal
District under mercantile folio 103348. It has Taxpayer ID Code PQC871215CB1.

[STAMP]

                                        5
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2. It is represented herein by Nicholas N. Carter as Chairman of the Board of
Directors of aforementioned corporation, as proven with notarial instrument
number 11204 dated February twenty-fifth of the year two thousand, drawn up and
attested before Jose Eugenio Castanedas Escobedo, Notary Public number 211 of
the Federal District, and has been conferred broad, adequate and sufficient
power of attorney to execute this legal act, which power of attorney that has
not been revoked or modified per the date when this Agreement is signed.

3. It acknowledges that prior to the execution of this act, it was notified of
the AGREEMENT OF ASSIGNMENT OF LITIGIOUS CREDIT RIGHTS THAT BANCO INTERNACIONAL,
S.A., NOW HSBC MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO
HSBC holds against it, executed on May fourth of two thousand five, on the one
hand by BANCO INTERNACIONAL, NOW HSBC MEXICO, S.A., INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO HSBC, S.A. as assignor, and on the other hand by
FABRICANTE Y COMERCIALIZADORA BETA, S.A. DE C.V, as assignee, as provided for in
articles 2033, 2036, 2038, 2041, 2926 and other related and applicable articles
of the Civil Code for the Federal District.

[STAMP]

                                        6
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4. It recognizes "ASSIGNEE" as sole and exclusive holder of the litigious credit
rights which BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A., INSTITUCION DE
BANCA MULTIPLE, GRUPO FINANCIERO HSBC holds against itself derived from Special
Mortgage Foreclosure Proceedings followed by aforementioned Credit Institution
against "DEBTOR" before the Judge of Civil Courtroom Forty-Second of the
Superior Court of Justice of the Federal District under file number 1710/95,
derived from the Modifying Agreement for Acknowledgement of Debt executed
between BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A., INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO HSBC, and PRODUCTOS QUIMICOS COIN, S.A. DE C.V.,
dated August twenty-third of two thousand one, which was approved by the Judge
of Civil Courtroom Forty-Second of the Superior Court of Justice of the Federal
District through judgment pronounced on August twenty-eight of two thousand one
in the court records of file 1710/95.

5. It acknowledges that through Interlocutory Judgment passed on March third of
two thousand four by the Judge of Civil Courtroom Forty-Second of the Superior
Court of Justice of the Federal District in the court records of file number
17/10/95 the entire sell off held through first public auction on February
twenty-third of two thousand four was approved, which contains assignment and
financing in favor of

[STAMP]

                                        7
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BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A., INSTITUTION DE BANCA MULTIPLE,
GRUPO FINANCIERO HSBC with respect to the real estate property located at
Fraccion de Terreno ubicado en el Camino Nuevo al "Complejo Petroquimico
Morelos" y Vaso numero dos, Municipio de Pajaritos, Coatzacoalcos, Veracruz.

6. It acknowledges that per the date when this Agreement is executed, it owes
"ASSIGNEE" P$17, 807, 612.29 (SEVENTEEN MILLION EIGHT HUNDRED SEVEN THOUSAND SIX
HUNDRED TWELVE PESOS 29/100 MEXICAN CURRENCY) derived from executing the
AGREEMENT FOR ASSIGNMENT OF LITIGIOUS RIGHTS WHICH BANCO INTERNACIONAL, S.A.,
NOW HSBC MEXICO, SA., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC holds
against itself, executed on the one hand by BANCO INTERNACIONAL, S.A., NOW HSBC
MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC, S.A. as
assignor, and on the other hand by FABRICANTE Y COMERCIALIZADORA BETA, S.A. DE
C.V. as assignee, dated May fourth of two thousand five.

7. As "DEBTOR", it wishes to execute this Judicial Agreement to settle all
obligations due and payable, pending and claimed through this jurisdictional
instance.

III BY BOTH PARTIES:

[STAMP]

                                        8
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1. They wish to execute this Agreement in order to end Special Mortgage
Foreclosure Proceedings followed by BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO,
S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC, against "DEBTOR" and
brought before the Judge of Civil Courtroom Forty-Second of the Superior Court
of Justice of the Federal District as file number 1710/95.

2. There is not coercion, injury, error, deceit or any other fault in consent
involved in the execution of this Agreement that might leave it void.

Having manifested the above and agreed to such recitals, the parties grant and
bind themselves pursuant to the following:

                                     CLAUSES

FIRST. The parties agree to execute this Agreement in order to end the
controversy brought through this action, and in turn settle all obligations due,
pending and claimed through this jurisdictional instance.

SECOND. "DEBTOR" acknowledges that through Interlocutory Judgment dated March
third of two thousand four, pronounced by the Judge of Civil Courtroom
Forty-Second of the Superior

[STAMP]

                                        9
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Court of Justice of the Federal District in the court records of file number
1710/95, the entire sell off held through first public auction on February
twenty-third of two thousand four was approved, which contains assignment and
financing in favor of BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A.,
INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC with respect to the real
estate property located at Fraccion de Terreno ubicado en el Camino Nuevo al
"Complejo Petroqulmico Morelos" y Vaso numero dos, Municipio de Pajaritos,
Coatzacoalcos, Veracruz, and in respect to various assets subject matter of such
sell off.

THIRD. "DEBTOR" accepts the validity, terms and conditions of all and each of
the procedural instances held in Special Mortgage Foreclosure followed against
itself by BANCO INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A., INSTITUCION DE BANCA
MULTIPLE, GRUPO FINANCIERO HSBC before Civil Court Forty-Second of the Superior
Court of Justice of the Federal District as file number 1710/95.

FOURTH. Consequently and for all necessary legal effects, "DEBTOR" hereby
abandons the following proceedings (i) incident of nullity of proceedings, and
(ii) motion of appeal in process.

[STAMP]

                                       10

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FIFTH. "DEBTOR" recognizes "ASSIGNEE" as sole and exclusive holder of the
litigious credit rights held by BANCO INTERNATIONAL, S.A., NOW HSBC MEXICO, S.A,
INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC against "DEBTOR" derived
from Special Mortgage Lawsuit followed by aforementioned Credit Institution
before Civil Court Forty-Second of the Superior Court of Justice of the Federal
District as file number 1710/95, derived from the Modifying Agreement for
Acknowledgement of Debt executed between BANCO INTERNACIONAL, S.A., NOW HSBC
MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO HSBC and PRODUCTOS
QUIMICOS COIN, S.A. DE C.V. dated August twenty-third of two thousand one, and
approved by the Judge of Civil Court Forty-Second of the Superior Court of
Justice of the Federal District through court ruling pronounced on August
twenty-eighth of two thousand one in the court records of file 1710/95.

SIXTH. "DEBTOR" acknowledges that the debt pending settlement to BANCO
INTERNACIONAL, S.A., NOW HSBC MEXICO, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO
FINANCIERO HSBC, now "ASSIGNEE" amounts to P$17,807,612.29 (SEVENTEEN MILLION
EIGHT HUNDRED SEVEN THOUSAND SIX HUNDRED TWELVE PESOS 29/100 MEXICAN CURRENCY)
on account of capital, ordinary and penalty interest, commissions, attorney fees
and expenses.

[STAMP]

                                       11
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SEVENTH. "ASSIGNEE" hereby acknowledges to have received full payment of
principal, commissions and expenses, for which payment was claimed in the action
followed, without any limitation whatsoever, by assigning the assets that were
matter of the sell off executed at first auction on February twenty-third of two
thousand four, and approved through interlocutory judgment passed March third of
last year by the Judge of Civil Court Forty-Second of the Superior Court of
Justice of the Federal District in the court records of file number 1710/95,
with the exclusion of the following assets, for which PRODUCTOS QUIMICOS COIN,
S.A. DE C.V. withholds the ownership, which it binds itself to withdraw within
no more than ten calendar days as of the execution of this instrument:

      a) Twenty-four Tons of Butane Gas, and

      b) An isopentane drying tower with the following characteristics: Carbon
      steel dampness dryer with a 5 meter height and 24" diameter, built inside
      it with a rasing ring type of layer (about 50 cm.), two layers of rasing
      ceramic balls 1/4 and 1/8 diameter as support of the molecular mesh (with
      50 cm. Each layer) and 30 cm. of molecular mesh, packed in the
      intermediate part to eliminate isopentane dampness to a specification
      under 10 ppm.

[STAMP]

                                       12
<PAGE>

EIGHTH. Additionally, "DEBTOR" therefore delivers to "ASSIGNEE" real and legal
possession of the movable and real estate assets referred to in clause seventh
of this instrument, and of all and each of the benefits claimed against
"DEBTOR", granting broadest settlement according to the law, not withholding to
itself any action or right whatsoever over such items, and once ratified before
judicial presence, this agreement is the broadest settlement according to the
law, recognized as res judicata; consequently, the parties bind themselves to in
any location and at all time observe it as a final judgment, and therefore,
execution due to noncompliance by either one of the parties shall be applicable
according to the corresponding means of enforcement of the Code of Civil
Proceedings of the Federal District.

NINTH. Consequently, "DEBTOR" delivers to "ASSIGNEE" a certified copy of public
instrument containing the power of attorney granted by "DEBTOR" to PATRICIO
FABIAN HIDALGO ESTRADA, person designated by "ASSIGNEE" for the sole purpose of
representing "DEBTOR" when signing the public instrument for assignment before
the Public Certifier designated by ASSIGNEE" , and grant and sign the
corresponding public instrument, without from such power of attorney there

[STAMP]

                                       13
<PAGE>

deriving obligations against "DEBTOR" other than those contained in this
Agreement, in the understanding that expenses, fees and taxes derived from
drawing up such public instrument shall be for the account of "ASSIGNEE".

TENTH. Once this Agreement is executed and "ASSIGNEE" receives real and legal
possession of the movable and real estate properties referred to in clause
seventh of this Agreement, "ASSIGNEE" shall become substitute employer of all
management and unionized personnel working in the manufacturing plant located at
Fraccion de Terreno ubicado en el Camino Nuevo al "Complejo Petroquimico
Morelos" y Vaso numero dos, Municipio de Pajaritos, Coatzacoalcos, Veracruz
(address also known as Boulevard C.P.Q. la Cangrejera al C.P.Q. Morelos Km. 3,
Coatzacoalcos, Veracruz), employees who are listed in ATTACHMENT NUMBER "2",
that having been signed by both parties forms an integral part of this
Agreement.

Additionally, as substitute employer "ASSIGNEE" shall assume the obligations and
liabilities of labor lawsuits filed against "DEBTOR", whose data are specified
in ATTACHMENT NUMBER "2", that having been signed by both parties forms an
integral part of this Agreement.

[STAMP]

                                       14
<PAGE>


"ASSIGNEE" binds itself before "DEBTOR" to assume all liabilities and
obligations derived from individual and collective labor relationships existing
in the manufacturing plant described in the above paragraph, obligations that
include those derived from the Collective Labor Contract and agreements executed
with the Labor Union of the Chemical, Petrochemical, Carbochemical, Similar and
Related Industries of the Mexican Republic, contracts and individual labor
relationships, the Federal Labor Law, IMSS (Mexican Social Security), INFONAVIT
(Workers National Housing Fund), SAR (Savings Retirement Fund) and other
ordinances and applicable regulations.

Upon signing this Agreement and receiving real and legal possession of the
movable and real estate assets referred to in clause seventh of this Agreement,
"ASSIGNEE" binds itself to hold "DEBTOR" harmless of any conflict or labor
lawsuit with aforementioned union, with management and unionized employees, and
labor lawsuits mentioned in ATTACHMENT NUMBER "2", that having been signed by
both parties, forms and integral part of this Agreement.

On May eighteenth of two thousand five "DEBTOR" terminated the individual labor
relationships and, with all the legal benefits, paid off its employees who
worked in its office at

[STAMP]

                                       15
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Avenida de las Fuentes 41-A, Despacho 504, Col. Lomas de Tecamachalco, C.P.
53950, Naucalpan, Edo. de Mexico, listed in Attachment number "3", that having
been signed by both parties forms and integral part of this Agreement, and
delivered to "ASSIGNEE" a hand signed copy with original stamp of each
agreement, record of ratification and approval before Special Board Fifteen of
the Federal Board of Conciliation and Arbitration containing record of
termination of those labor relationships and of final settlement receipt.

The labor relationship with ARMANDO GONZALEZ SORIANO who works for "DEBTOR" at
the above-mentioned address shall continue about 3 or 4 weeks more, as this
person has work in accounting records pending to deliver to "DEBTOR", and when
delivered and accepted, "DEBTOR" binds itself to terminate the individual labor
relationship with that person and give him his severance pay with the legal
benefits and deliver a hand signed copy of documents evidencing the termination
of such labor relationship and receipt of severance pay issued to "ASSIGNEE".

"DEBTOR" binds itself to hold "ASSIGNEE" free of any labor lawsuit or conflict
that might arise in relation with the employee mentioned in the preceding
paragraph and in relation to the employees listed in Attachment number "3", that
having

[STAMP]

                                       16
<PAGE>

been signed by the parties forms and integral part of this Agreement.

ELEVENTH. The parties agree that each of them shall be immediately liable for
attorney fees and expenses derived from this lawsuit and until this Agreement
has been totally fulfilled.

TWELFTH. The parties bind themselves to appear before Civil Court Forty-Second
of the Superior Court of Justice of the Federal District to ratify this
Agreement on the date and hour theretofore established, without requiring a
personal notice but through simple publication made of the corresponding
agreement in the Judicial Bulletin.

THIRTEENTH. For the execution of this Agreement and for all purposes related to
it, the parties provide the following official addresses:

"ASSIGNEE": Boulevard Avila Camacho 4194, Planta Baja, Colonia Jardines del
Pedregal, C.P. 01900, in this City of Mexico, Federal District.

[STAMP]

                                       17
<PAGE>

"DEBTOR": Avenida de las Fuentes 41-A, despacho 503, Colonia Lomas de
Tecamachalco, C.P. 53950, Naucalpan, Estado de Mexico.

FOURTEENTH. For all matters regarding construction and fulfillment of this
Agreement, the parties expressly bind themselves to the jurisdiction and
competence of the Courts of Local Jurisdiction of the City of Mexico, Federal
District, specifically Civil Court Forty-Second of the Superior Court of Justice
of the Federal District, as it is the authority before whom this instrument is
subscribed, and consequently waive any other forum that might further correspond
to them because of their official address or for any other reason.

The parties sign this Judicial Agreement before the judicial presence in the
City of Mexico, Federal District, on the nineteenth day of May of two thousand
five.

                              (illegible signature)
                              ---------------------
                                RAUL BAZ HARVILL
                                   "ASSIGNEE"
                FABRICANTE Y COMERCIALIZADORA BETA, S.A. DE C.V.

                              (illegible signature)
                               NICHOLAS N. CARTER
                                    "DEBTOR"
                     PRODUCTOS QUIMICOS COIN, S.A. DE C.V.

[STAMP]

                                       18
<PAGE>

The undersigned, Kristin Dagny O'Hea de Langarica, Litorales 69, Col. Las
Aguilas, Mexico, D.F., 5593-0471, who have been authorized by the Federal
Judiciary Council (Consejo de la Judicatura Federal) to act as an expert
translator before all courts belonging to the Judicial Branch of the Federal
Government of Mexico, certify that the foregoing is a true and exact translation
of the attached document.

Mexico, D.F., June 21, 2005.

/s/ Kristin Dagny O'Hea de Langarica
-------------------------------------
Kristin Dagny O'Hea de Langarica

<PAGE>

                               ATTACHMENT NUMBER 2

<PAGE>

                               ATTACHMENT NUMBER 2

ATTACHMENT NUMBER 2 FORMING PART OF JUDICIAL AGREEMENT EXECUTED BY AND BETWEEN
FABRICANTE Y COMERCIALIZADORA BETA, S.A. DE C.V., ("ASSIGNEE"), AND PRODUCTOS
QUIMICOS COIN, S.A. DE C.V, ("DEBTOR"), ON THIS DAY, MAY 18, 2005.

List of employees working for "DEBTOR" in the manufacturing plant located at
Fraccion de Terreno ubicado en el Camino Nuevo al "Complejo Petroquimico
Morelos" y Vaso numero dos, Municipio de Pajaritos, Coatzacoalcos, Veracruz
(address also known as Boulevard C.P.Q. la Cangrejera al C.P.Q. Morelos Km 3,
Coatzacoalcos, Veracruz).

UNIONIZED WORKERS:

   1. Leandro Canseco Navarrete

   2. Felipe de Jesus Guzman Hipolito

   3. Emilio Garcia Ruiz

   4. Flavio Reyes Alvarez

   5. Cristobal Sarate Estudillo

   6. Ceferino Antonio De La Cruz

   7. Adolfo Ruiz Sanchez

   8. Israel Salgado Montalvo

   9. Christian Slee Gutierrez Alvarez

[STAMP]
<PAGE>

   MANAGEMENT EMPLOYEES:

   1. Manuel Resales Robles

   2. Ma. Del Rosario Vasquez H.

   3. Sergio Omar Mendoza Zuart

   4. Jaime Avila Solis

   5. Carlos Alberto Farfan

   6. Tomas Martinez Facundo

   7. Edgar Villegas Pineda

   8. Dante Cuauhtemoc Soto

   9. Jorge Ernesto Vazquez

LIST OF LABOR LAWSUITS AGAINST "DEBTOR", PRODUCTOS QUIMICOS COIN, S.A. DE C.V.

   1. File 40/2001

      Plaintiff: Jorge Acevedo Morales

   2. File: 179/2001

      Plaintiff: Jorge Acevedo Morales

   3. File 65/2001

      Plaintiff: Aparicio Zacarias Hernandez

   4. File: 122/2001

      Plaintiff: Jose Manuel Acevedo Morales

   5. File 421/2001

      Plaintiff : Jose Manuel Acevedo Morales

   6. File: 145/2001

[STAMP]

                                        2
<PAGE>

      Plaintiff: Antonio Mardueno Velazquez and Arnulfo Hernandez Ronquillo

   7. File: 203/2001

      Plaintiff: Jaime Katz Ramirez

   8. File: 63/2002

      Plaintiff: Raciel Rosete Vidal

   9. File: 746/2002

      Plaintiff: Raciel Rosete Vidal

This Attachment is signed by the parties before judicial presence in the City of
Mexico, Federal District, on May eighteenth of two thousand five.

"ASSIGNEE"                                      "DEBTOR"
FABRICANTE Y COMERCIALIZADORA                   PRODUCTOS QUIMICOS COIN,
BETA, S.A. DE C.V.                              S.A. DE C.V.
(illegible signature)                           (illegible signature)
------------------------------                  ------------------------------
RAUL BAZ HARVILL,                               NICHOLAS N. CARTER
CHIEF EXECUTIVE OFFICER                         CHAIRMAN OF THE BOARD OF
                                                DIRECTORS
[STAMP]

                                        3
<PAGE>

The undersigned, Kristin Dagny O'Hea de Langarica, Litorales 69, Col. Las
Aguilas, Mexico, D.F., 5593-0471, who have been authorized by the Federal
Judiciary Council (Consejo de la Judicatura Federal) to act as an expert
translator before all courts belonging to the Judicial Branch of the Federal
Government of Mexico, certify that the foregoing is a true and exact translation
of the attached document.

Mexico, D.F., June 21, 2005.

/s/ Kristin Dagny O'Hea de Langarica
------------------------------------
Kristin Dagny O'Hea de Langarica

<PAGE>

                               ATTACHMENT NUMBER 3

<PAGE>

                               ATTACHMENT NUMBER 3

ATTACHMENT NUMBER 3 FORMING AN INTEGRAL PART OF JUDICIAL AGREEMENT EXECUTED BY
AND BETWEEN FABRICANTE Y COMERCIALIZADORA BETA, S.A. DE C.V., ("ASSIGNEE"), AND
PRODUCTOS QUIMICOS COIN, S.A. DE C.V., ("DEBTOR), ON THIS DAY, MAY 19, 2005.

List of employees who worked for "DEBTOR" until May eighteenth of two thousand
five in its office at Avenida de las Fuentes 41-A, Despacho 504, Col. Lomas de
Tecamachalco, C.P., 53950, Naucalpan, Edo. de Mexico, and who stopped working
yesterday, May 18, 2005, through agreement of the contract and individual labor
relationship that linked them to "DEBTOR".

   1. Maria Teresa Terrazas Moreno

   2. Juan Martin Velasco Gonzalez

   3. Lourdes Minero Hernandez

   4. Ricardo Ayala Garcia

   5. Daniela Andrea Mendoza Zaldivar

[STAMP]
<PAGE>

This Attachment is signed by the parties before judicial presence in the City of
Mexico, Federal District, on May eighteenth of two thousand five.

"ASSIGNEE"                                      "DEBTOR"
FABRICANTE Y COMERCIALIZADORA                   PRODUCTOS QUIMICOS COIN,
BETA, S.A. DE C.V.                              S.A. DE C.V.
(illegible signature)                           (illegible signature)
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RAUL BAZ HARVILL,                               NICHOLAS N. CARTER

[STAMP]

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The undersigned, Kristin Dagny O'Hea de Langarica, Litorales 69, Col. Las
Aguilas, Mexico, D.F., 5593-0471, who have been authorized by the Federal
Judiciary Council (Consejo de la Judicatura Federal) to act as an expert
translator before all courts belonging to the Judicial Branch of the Federal
Government of Mexico, certify that the foregoing is a true and exact translation
of the attached document.

Mexico, D.F., June 21, 2005.

/s/ Kristin Dagny O'Hea de Langarica
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Kristin Dagny O'Hea de Langarica