STOCK PURCHASE AGREEMENT

         Stock Purchase Agreement, dated as of the 25th day of January 2000,
between Spechem, S.A. de. C.V. (referred to as the "Seller") and Texas Oil &
Chemical Co. II, Inc. (the "Purchaser").

                                    RECITALS

         A.       Seller owns of record and beneficially 45,950,278 Shares with
                  a par value of $ One Peso, each, fully subscribed and paid for
                  of the issued and outstanding shares of common stock of
                  Productos Quimicos Coin, S.A. de. C.V. (the "Company").

         B.       The Purchaser desires to acquire from the Seller all of the
                  Shares referred to in recital A., above, which represent
                  approximately ninety two percent (92%) of the outstanding
                  capital stock of the Company, and the Seller desires to sell
                  and transfer such shares to the Purchaser, all upon the terms
                  and conditions hereinafter set forth.

         To accomplish such purposes and in consideration of the Recitals and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         For purposes of this Agreement, the following terms shall have the
following meanings:

"AFFILIATE" of a person or entity shall mean a person or entity controlling,
controlled by or under common control with such person or entity.

"AGREEMENT" shall mean this Stock Purchase Agreement, including all Exhibits
attached hereto.


"AUDITED FINANCIAL STATEMENTS" shall mean the audited financial statements of
the Company as at and for the fiscal year ended December 31, 1998, consisting of
a balance sheet, a statement of income and retained earnings and a statement of
changes in financial position together with the notes thereto and the opinion of
the Company's auditors thereon, a copy of which is attached hereto as Exhibit
"1".

"BENEFIT PLAN" shall have the meaning set forth in Section 4.39.2 hereof.

"BUSINESS" shall have the meaning set forth in Section 8.1.1 hereof.

"CLAIM" shall have the meaning set forth in Section 10.2 hereof.

"CLOSING" shall mean the consummation of the transactions contemplated by this
Agreement.

"CLOSING DATE" shall mean the date when all of the conditions set forth in
Section 3.3 hereof are met or completed, provided that, unless the parties
hereto otherwise agree, shall not be later than January 30, 2000.



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<PAGE>   2




"CLOSING FINANCIAL STATEMENTS" means the non audited Financial Statements of
Corporation consisting of a balance sheet, statements of income and retained
earnings and the statement of change in financial position together with the
notes thereto as of October 31, 1999.

"COMPANY" shall mean Productos Quimicos Coin, S.A. de. C.V.

"ENVIRONMENTAL LAWS" shall mean all applicable federal, state, and municipal
laws, regulations and orders, rules, mandatory Mexican Standards ("Normas
Oficiales Mexicanas"), codes, licenses and permits issued by any governmental or
regulatory agency, court, administrative agency, or commission relating to the
environment.

"ESCROW AGREEMENT" shall mean the escrow agreement attached hereto as Exhibit
"2".

"DOLLARS" shall mean the lawful currency of the United States of America.

"GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" shall mean the accounting principles
so described and promulgated by the Mexican Institute of Public Accountants
("Instituto Mexicano de Contadores Publicos, A.C."), Mexican GAAP as in effect
as of the issue date, which are applicable on the date as of which any
calculation made hereunder is to be effective or as at the date of any financial
statements referred to herein, as the case may be.

"GOVERNMENTAL CHARGES" means and includes all taxes, customs duties, rates,
levies, assessments, reassessments and other charges (including any and all
social security contributions and retirement fund contributions), together with
all penalties, interest and fines with respect thereto, payable to any federal,
state, municipal or other government or governmental agency, authority, board,
bureau or commission.

"HAZARDOUS MATERIALS" shall mean any material or substance that has been
designated by any governmental entity or applicable federal, state or municipal
law to be radioactive, toxic, hazardous, carcinogenic, mutagenic, or otherwise a
danger to health or the environment, including, without limitation, PCBs,
asbestos, petroleum, urea-formaldehyde, trichloroethylene, other aromatic and/or
halogenated hydrocarbons, pesticides, defoliants, lead, chromium, radon gas or
other radioactive substances, and all substances listed as Hazardous Materials
pursuant to any applicable Law.

"INDEMNIFIED PARTY" shall mean the party or parties entitled to indemnity under
Article X hereof.

"INDEMNIFYING PARTY" shall mean the party or parties obligated to indemnify the
Indemnified Party under Article X hereof.

"LAWS" shall mean all federal, state and municipal laws, regulations, orders or
decrees as well as all other administrative mandatory provisions of Mexico
issued by the governmental authorities of Mexico, regardless of their
description.

"LIEN" shall mean any and all liens, mortgages, pledges, conditional sale
agreements, security interests, restrictions, claims, options, encumbrances, or
rights of third parties of every kind and nature.

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<PAGE>   3




"LICENSES" means all of the governmental licenses, certificates, registrations
and qualifications to do business (including operating its assets and
distributing its products) held by the Company.

"LOSSES" shall have the meaning set forth in Section 10.1.2 hereof

"PURCHASE PRICE" shall mean the sum of $2,475,000 Dollars;

"Purchaser" shall mean Texas Oil & Chemical Co. II, Inc..

"RELEASE" means any spill, leak, emission, discharge, abandonment, migration,
incineration, leach, dumping, emission, escape or other disposal

"SELLER" shall mean Spechem, S.A. de. C.V., a commercial company incorporated
under the laws of Mexico.

"SELLER SHARES" shall mean the shares described in Recital A., which represent
ninety-two (92%) percent of the issued and outstanding shares of capital stock
of Company.

                                   ARTICLE II

                       PURCHASE AND SALE OF SELLER SHARES

     2.1. PURCHASE AND SALE. Upon the terms and subject to the conditions set
     forth in this Agreement, the Seller hereby sells, assigns, conveys,
     transfers and delivers, free of any Liens, encumbrances, charges or
     limitations of domain the Seller Shares to the Purchaser, and Purchaser
     agrees to purchase the Seller Shares, in consideration of the payment by
     the Purchaser to the Seller of the Purchase Price in accordance with the
     provisions of Section 2.2.

     2.2. PAYMENT OF PURCHASE PRICE. The Purchase Price of Seller Shares payable
     by the Purchaser shall be comprised as follows:

                  (a)      The Purchaser pays on the date hereof
                           $2,250,000.00/100 Dollars, in the aggregate, by
                           certified check or banker draft payable at par in a
                           Mexican Bank to or to the order of the Seller.

                  (b)      Seller pays a portion of the Purchase Price, in the
                           amount of $225,000, by delivery to the Escrow Agent
                           of a check, to the order of Seller, to be kept in
                           deposit and to be held and released in accordance
                           with the terms of the Escrow Agreement annexed hereto
                           as Exhibit "2".

     2.3. EXPENSES.

     2.3.1. Seller and Purchaser shall each directly pay their own expenses
     (including, without limitation, attorneys' and accountants' fees and
     disbursements) incident to this Agreement and the transactions contemplated
     hereby. With respect to any litigation relating to this Agreement, the
     parties that substantially prevail in such litigation shall have their
     costs and expenses (including reasonable attorneys' fees) reimbursed by the
     parties who do not so prevail.

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<PAGE>   4


     2.3.2. Seller shall be solely responsible for any sales, use, transfer or
     other similar taxes imposed in respect of the sale of the Seller Shares and
     on any amounts payable to Spechem under paragraph 2.2. (c) hereof.

     2.4. BROKERAGE. Company, Seller and the Purchaser each represents and
     warrants that it has not directly or indirectly engaged any broker, finder,
     agent or intermediary of any kind to bring about the transactions
     contemplated by this Agreement, and that no person or entity is entitled to
     any brokerage commission, finder's fee, agent's commission or other similar
     compensation in connection with the transactions contemplated by this
     Agreement. Each party agrees to indemnify the other against any claims for
     any such commissions, fees or similar compensation by any person or entity
     claiming to have been retained by such party or any Affiliate thereof.

     2.5. INTER-COMPANY OBLIGATIONS. Except as otherwise provided herein, there
     are no liabilities of the Company owing to the Seller or any of its
     Affiliates or liabilities of the Seller or its Affiliates to the Company as
     of the Closing Date.

                                   ARTICLE III

                          CLOSING AND PLACE OF CLOSING;

                       CERTAIN TRANSACTIONS TO BE EFFECTED
                             AT OR PRIOR TO CLOSING

     3.1. PLACE OF CLOSING. The Closing shall take place at the offices of
     Haynes and Boone, S.C., in Mexico City, or at such other place as the
     Seller and the Purchaser may mutually agree upon.

     3.2. COOPERATION. At or before the Closing Date, the Seller shall execute,
     or cause to be executed, and shall deliver, or cause to be delivered, to
     the Purchaser all documents, instruments and things which are to be
     delivered by the Seller pursuant to the provisions of this Agreement, and
     the Purchaser shall execute, or cause to be executed, and shall deliver, or
     cause to be delivered, to the Seller all checks or bank drafts and all
     documents, instruments and things which the Purchaser is to deliver or to
     cause to be delivered pursuant to the provisions of this Agreement.

     3.3. CERTAIN TRANSACTIONS TO BE EFFECTED AT OR PRIOR TO CLOSING. Subject in
     each case to the terms and conditions contained in this Agreement, the
     following steps shall be taken concurrently at the Closing, except as
     otherwise expressly stated:

     3.3.1 The Seller shall deliver, or cause to be delivered, to the Purchaser
     the following:

                  (a)      Stock certificates representing the Seller Shares,
                           duly endorsed in favor of Purchaser or its
                           nominee(s).

                  (b)      The legal opinion mentioned in Section 6.5;

                  (c)      Corporate resolutions duly adopted by the Board of
                           Directors of the Seller or evidence of any actions
                           required for Seller for the execution and delivery by
                           the



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                           Seller of this Agreement and the performance by the
                           Seller of the transactions contemplated hereby, duly
                           certified by the Secretary or an Assistant Secretary
                           of the Seller, and an incumbency certificate,
                           certifying the names and true signatures of the
                           officers of the Seller authorized to execute and
                           deliver this Agreement.

                  (d)      Evidence of a shareholders meeting of the Company
                           wherein, effective as of the date hereof, the
                           resignation of the directors, officers and statutory
                           examiner (Comisario) of the Company has been accepted
                           and appointing the officers, directors, and statutory
                           examiner (Comisario) so requested by Purchaser.

                  (e)      All corporate minutes, stock and accounting books and
                           records of the Company, with entries reflecting the
                           current capital stock distribution of the Company and
                           an entry, signed by the Secretary of the Board of
                           Directors of the Company reflecting the transfer of
                           the Seller Shares as herein contemplated.

                  (f)      Original sets of the Articles of Incorporation and
                           Bylaws of the Company and any amendments thereto.

                  (g)      A copy of the accounting records for the last fiscal
                           year of the Company as performed in accordance with
                           the Federal Fiscal Code.

                  (h)      A certificate signed by Seller stating that all
                           consents required to be obtained in order to carry
                           out the transactions contemplated hereby in
                           compliance with all Laws and agreements binding on
                           the parties hereto shall have been obtained and a
                           copy of any such consents.

                  (i)      The compliance certificate required pursuant to
                           Section 6.3 hereof.

         3.3.2. The Purchaser shall deliver, or cause to be delivered, to the
         Seller the following:

                  (a)      The payments to be made as set forth in Section 2.2.,
                           hereof.

                  (b)      Corporate resolutions duly adopted by the Board of
                           Directors of the Purchaser authorizing the execution
                           and delivery by the Purchaser of the Agreement and
                           the performance by the Purchaser of the transactions
                           contemplated hereby, duly certified by the Secretary
                           or an Assistant Secretary of the Purchaser, and an
                           incumbency certificate, certifying the names and true
                           signatures of the officers of the Purchaser
                           authorized to execute and deliver this Agreement and
                           the Purchasers Transaction Documents;

                  (c)      A copy of the Certificate of Incorporation of
                           Purchaser, certified by the Secretary of State of the
                           State of Texas;

                  (d)      A copy of the Bylaws of the Purchaser, certified by a
                           duly authorized officer of the Purchaser to be true,
                           correct and complete as of the date hereof;



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<PAGE>   6




                  (e)      A certificate of corporate existence for the
                           Purchaser issued by the Secretary of the State of
                           Texas;

                  (f)      The compliance certificate required pursuant to
                           Section 7.3 hereof;

                                   ARTICLE IV

                   REPRESENTATION AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows and acknowledges
that the Purchaser is relying on such representations and warranties in
connection with the transactions contemplated by this Agreement:

4.1.     DUE ORGANIZATION AND AUTHORITY. Seller is a company duly organized,
         validly existing and in good standing under the laws of Mexico, and has
         full corporate power and authority to own, lease and operate its
         properties and assets, to carry on its business as now conducted and
         has good right, full power (corporate or other) and absolute authority,
         as the case may be, to enter into this Agreement and to sell, assign
         and transfer the Seller Shares to the Purchaser in the manner
         contemplated herein and to perform all of its obligations under this
         Agreement.

4.2.     AGREEMENT AUTHORIZED; BINDING AND ENFORCEABLE. The execution, delivery
         and performance of this Agreement by the Seller have been duly
         authorized by all required corporate action on the part of the Seller.
         This Agreement contains legal, valid and binding obligations of Seller
         enforceable against Seller in accordance with its terms.

4.3.     TITLE TO SHARES. Seller is the sole record and beneficial owner of the
         Seller Shares. All of the Seller Shares are owned free and clear of
         Liens or encumbrances and limitations of domain and are not subject to
         any proxies, contracts, calls or other commitments.

4.4.     NO CONFLICT. The execution, delivery and performance by the Seller of
         this Agreement does not conflict with, constitute or result in a breach
         of or a default under, or result in the creation of any Lien upon the
         Seller Shares under

                  (a)      the Articles of Incorporation or Bylaws of the
                           Seller, or

                  (b)      any contract, indenture or other instrument or
                           agreement to which the Seller or the Company are
                           parties or by which any of the Seller Shares may be
                           affected, or

                  (c)      any statute, ordinance, judgment, order, decree or
                           regulation of any court or governmental body
                           affecting or relating to the Seller, the Company or
                           the Seller Shares.

4.5.     NO REQUIRED CONSENTS. No consent of, waiver from or notice to any
         person is required in order for the Seller to execute, deliver and
         perform their obligations under this Agreement or to consummate the
         transactions contemplated hereby.



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4.6.     CONTRACTUAL AND REGULATORY APPROVALS. Neither the Company nor the
         Seller is under any obligation, contractual or otherwise, to request or
         obtain the consent of any person, and no permits, licenses,
         certifications, authorizations or approvals of, or notifications to,
         any federal, state, or municipal government or governmental agency,
         board, commission or authority are required to be obtained by the
         Company or the Seller:

                  (a)      in connection with the execution, delivery or
                           performance by the Seller of this Agreement or the
                           completion of any of the transactions contemplated
                           herein;

                  (b)      to avoid the loss of any permit, license,
                           certification or other authorization of the Company;
                           or

                  (c)      in order that the authority of the Company to carry
                           on its business activities in the ordinary course and
                           in the same manner as presently conducted remains in
                           good standing and in full force and effect as of and
                           following the Closing Date.

4.7.     CAPITALIZATION. The entire authorized capital stock of the Company
         consists of 49,945,955 issued and outstanding shares of common stock,
         with a par value of $ One Peso per share, of which 45,950,278 shares
         are owned of record and beneficially by Seller. The Seller Shares have
         been duly authorized and are validly issued, fully paid and
         non-assessable, with no liability attaching to the ownership thereof.
         There are no authorized, outstanding or existing

                  (a)      voting trusts or other agreements or understandings
                           with respect to the voting of the Company's capital
                           stock or securities convertible into or exchangeable
                           for such stock;

                  (b)      options, warrants or other rights (including, without
                           limitation, preemptive rights) to purchase or
                           subscribe for any of the Company's capital stock, any
                           authorized by un-issued shares of the Company's
                           capital stock or any securities convertible into or
                           exchangeable for such shares;

                  (c)      agreements of any kind relating to the issuance of
                           capital stock of either of the Company, any such
                           convertible or exchangeable securities or any such
                           options, warrants or rights; or

                  (d)      agreements of any kind which may obligate the Company
                           to issue or purchase any of their respective
                           securities.

4.8.     NO OTHER PURCHASE AGREEMENTS. No person has or will have on the Closing
         Date any agreement, option, understanding or commitment, or any right
         or privilege (whether by law, preemptive or contractual) capable of
         becoming an agreement, option or commitment, including convertible
         securities, warrants or convertible obligations of any nature, for:



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<PAGE>   8




                  (a)      The purchase, subscription, allotment or issuance of,
                           or conversion into, Shares in the capital of the
                           Company or any securities of the Company.

                  (b)      The purchase from the Seller of any of the Seller
                           Shares.

                  (c)      The purchase or other acquisition from the Company of
                           any of its undertaking, property or assets, other
                           than in the ordinary course of business; non of which
                           is materially adverse to the Company.

4.9.     STATUS, CONSTITUENT DOCUMENTS AND LICENSES.

4.9.1.   The Company is duly incorporated and validly existing under the laws of
         Mexico. The Company has all necessary corporate power to own its
         properties and to carry on its business as it is now being conducted.

4.9.2.   The by-laws and other constituent documents of the Company, as amended
         to the date hereof, are attached as Exhibit "3".

4.9.3.   The Company is duly licensed, registered and qualified as a Company to
         do business and is in good standing in all material respects in each
         the jurisdiction in which:

                  (a)      it owns or leases property; or

                  (b)      the nature or conduct of its business or any part
                           thereof, or the nature of its property or any part
                           thereof, makes such qualification necessary to enable
                           its business activities to be carried on as now
                           conducted or to enable its property and assets to be
                           owned, leased and operated by it.

4.9.4.   The Company is in compliance with all terms and conditions of the
         Licenses. There are no proceedings in progress, pending or threatened,
         which could result in the revocation, cancellation or suspension of any
         of the Licenses. The Licenses, which the Company holds, are listed in
         Exhibit "4".

4.10.    COMPLIANCE WITH CONSTITUENT DOCUMENTS, AGREEMENTS AND LAWS. The
         execution, delivery and performance of this Agreement and each of the
         other agreements and instruments contemplated herein by the Seller and
         the Company, and the completion of the transactions contemplated hereby
         and thereby, will not constitute or result in a violation or breach of
         or default under, or cause the acceleration of any obligations of the
         Company under:

         a.       any term or provision of its articles, by-laws or other
                  constituent documents;

         b.       subject to obtaining the contractual consents referred to in
                  Exhibit "5", the terms of any agreement (written or oral),
                  indenture, instrument or understanding or other obligation or
                  restriction to which the Company, or the Seller is a party or
                  by which any of them is bound; or




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<PAGE>   9






         c.       any term or provision of any of the Licenses or any order of
                  any court, governmental authority or regulatory body or any
                  Laws.

4.11.    CORPORATE RECORDS. The corporate records and minute books of the
         Company contain complete and accurate minute, of all meetings of the
         Board of Directors ("Consejo de Administracion") and shareholders of
         the Company, and original signed copies of all resolutions duly passed
         or adopted by the directors or shareholders of the Company. The Stock
         Ledger Book, the Capital Variations Book, the Stockholders Minute Book
         and the Board Minute Book and any similar corporate records of the
         Company are, in all material respects, complete and accurate.

4.12.    DIRECTORS. The current directors, officers and senior management of the
         Company are listed in Exhibit "6" hereto.

4.13.     FINANCIAL STATEMENTS. The Audited Financial Statements and the Closing
          Financial Statements have been prepared in accordance with Generally
          Accepted Accounting Principles, applied on a basis consistent with
          that of the previous fiscal years. The Audited Financial Statements
          and the Closing Financial Statements are true, correct and complete,
          and fairly present or will present the financial condition of the
          Company as of their respective dates, respectively, including the
          assets and liabilities of the Company as of such dates and the
          revenues, expenses and results of the operations of the Company for
          the fiscal year/interim period ended on their respective dates.

FINANCIAL RECORDS. All financial transactions of the Company have been recorded
in the financial books and records of the Company in accordance with good
business practice, and such financial books and records:

         (a)      accurately reflect the basis for the financial condition and
                  the revenues, expenses and results of operations of the
                  Company shown in the Audited Financial Statements and the
                  Closing Financial Statements; and

         (b)      present fairly the financial condition and the revenues,
                  expenses and results of the operations of the Company as of
                  and to the dates thereof.

4.14.    LIABILITIES OF THE COMPANY. There are no liabilities (contingent or
         otherwise) of the Company of any kind whatsoever, and, to the best of
         the knowledge of the Seller, there is no basis for assertion against
         the Company of any liabilities of any kind, other than:

         (a)      liabilities disclosed or reflected in or provided for in the
                  Audited Financial Statements and liabilities disclosed or
                  reflected in or provided for in the Closing Financial
                  Statements;

         (b)      liabilities incurred since the date of Audited Financial
                  Statements which were incurred in the ordinary course of
                  business and, in the aggregate, are not materially adverse to
                  the Business; and

         (c)      other liabilities expressly disclosed in this Agreement or in
                  the Exhibits attached hereto.



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<PAGE>   10




4.15.    INDEBTEDNESS. Except as noted in the Audited Financial Statements or
         the Closing Financial Statements, the Company has no outstanding bonds,
         debentures, mortgages, promissory notes or other indebtedness except
         trade and business accounts payable incurred in the ordinary course of
         business, and is not under any obligation to create or issue any bonds,
         debentures, mortgages, promissory notes or other indebtedness except
         trade and business accounts payable incurred in the ordinary course of
         business, none of which is or will be adverse to the Company.

4.16.    ABSENCE OF CERTAIN CHANGES OR EVENTS. Since the Audited Financial
         Statements Date, the Company has not:

         (a)      incurred any obligation or liability (fixed or contingent),
                  except normal trade or business obligations incurred in the
                  ordinary course of business;

         (b)      paid or satisfied any obligation or liability (fixed or
                  contingent), except:

                  (i)      current liabilities included in the Audited Financial
                           Statements,

                  (ii)     Exhibited payments pursuant to obligations under loan
                           agreements or other contracts or commitments
                           described in this Agreement or in the Exhibits
                           hereto;

         (c)      created any Lien upon any of its properties or assets, except
                  as described in this Agreement or in the Exhibits hereto;

         (d)      sold, assigned, transferred, leased or otherwise disposed of
                  any of its properties or assets, except in the ordinary course
                  of business, except as described in this Agreement or in the
                  Exhibits hereto;

         (e)      purchased, leased or otherwise acquired any properties or
                  assets, except in the ordinary course of business;

         (f)      waived, canceled or written-off any rights, claims, accounts
                  receivable or any amounts payable to the Company, except in
                  the ordinary course of business and for which adequate
                  reserves have been made;

         (g)      entered into any transaction, contract, agreement or
                  commitment, except in the ordinary course of business and
                  except as described in this Agreement or the Exhibits hereto;

         (h)      terminated, discontinued, closed or disposed of any plant,
                  facility or business operation; or

         (i)      agreed to any of the foregoing.

And none of such payments or transactions described in this Section 4.17 is,
individually or in the aggregate, materially adverse to the Company.




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<PAGE>   11




4.17.    COMMITMENTS FOR CAPITAL EXPENDITURES. The Company is not committed to
         make any capital expenditures, nor have any capital expenditures been
         authorized by the Company at any time, except for capital expenditures
         made in the ordinary course of business.

4.18.    DIVIDENDS AND DISTRIBUTIONS. Since its incorporation the Company has
         not declared or paid any dividend or made any other distribution on any
         of its Shares of any class, or redeemed or purchased or otherwise
         acquired any of its Shares of any class, or reduced its authorized
         capital or issued capital, or agreed to do any of the foregoing.

4.19.    TAX MATTERS.

4.19.1.  The Company has duly and on a timely basis prepared and filed all tax
         returns and other documents required to be filed by it in respect of
         all Governmental Charges, and such returns and documents are complete
         and correct and reflect accurately all liability for Governmental
         Charges of the Company for the periods covered thereby.

4.19.2.  The Company has paid on a timely basis all Governmental Charges which
         are due and payable by it on or before the date hereof. Adequate
         provision was made in the Audited Financial Statements for all
         Governmental Charges accrued to October 31, 1999 and adequate provision
         will be made for all Governmental Charges accrued to the date hereof;
         respectively, including, without limitation, the provisions for current
         and deferred taxes and any additional provision or reserve in respect
         of potential reassessments. The Company has no liability for
         Governmental Charges other than those provided for in the Audited
         Financial Statements and in the Closing Financial Statements.

4.19.3.  There are no actions, suits, proceedings, investigations, inquiries or
         claims now pending or made or, to the best of the knowledge of the
         Seller, threatened against the Company in respect of Governmental
         Charges, except as set forth in Exhibit "7".

4.19.4.  The Company has withheld from each amount paid or credited to any
         person the amount of Governmental Charges required to be withheld
         therefrom and has remitted such Governmental Charges to the proper tax
         or other receiving authorities within the time required under
         applicable legislation.

4.20.    LITIGATION. Except for the matters referred to in Exhibit "8", there
         are no Claims pending or threatened, by or against or affecting the
         Company before or by any court or any federal, state, or local or other
         governmental department, commission, board, bureau, agency or
         instrumentality, domestic or foreign. Except for the matters referred
         to in Exhibit "8", there are no other matters on which any such Claim
         might be commenced. Any pending or threatened Claims against the
         Company or in respect of any of its properties or rights if decided
         adversely to the Company would not individually or in the aggregate
         have a material adverse effect on its business activities as
         carried out as of the date hereof








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<PAGE>   12


4.21.    ENVIRONMENTAL MATTERS.

4.21.1.  ENVIRONMENTAL LAWS. The Company, the operation of its business
         activities, the property and assets owned, leased, occupied or
         otherwise used by the Company and the use, maintenance and operation
         thereof have been carried out without knowingly violating the
         Environmental Laws. The Company has complied to the best of its
         knowledge, in all material respects, with all reporting and monitoring
         requirements under all Environmental Laws.

4.21.2.  PERMITS, ETC. The Company has obtained such permits, certificates,
         approvals, registrations and licenses as it has deemed necessary to
         conduct the Business and to own, use and operate the properties and
         assets of the Company in compliance, to the best of its knowledge, with
         all Environmental Laws.

4.21.3.  HAZARDOUS MATERIALS, RELEASES. There are no Hazardous Materials located
         on or in any of the properties or assets owned, leased, occupied or
         otherwise used by the Company knowingly in violation of Environmental
         Laws, and no willful Release of any Hazardous Materials or in violation
         of any Environmental Laws has occurred on or from the properties and
         assets of the Company or has resulted from the operation of the
         Business of the Company. The Company has not used any of its properties
         or assets to produce, generate, store, handle, transport or dispose of
         any Hazardous Materials in violation, to the best of its knowledge, of
         the Environmental Laws and none of the real properties or leased
         premises has been or is being used as a landfill or waste disposal
         site.

4.21.4.  STORAGE TANKS. There are no underground or surface storage tanks
         located on or in any of the properties or assets owned, leased,
         occupied or otherwise used by the Company in breach of the
         Environmental Laws. The Company has no knowledge of any basis upon
         which the Company could become, responsible for any clean-up or
         corrective action under any Environmental Laws.

4.21.5.  NOTICES, ETC. Except as disclosed in Section 4.21, the Company has not
         received any notice or claim (and to the best of the knowledge of the
         Seller there is no basis for such notice or claim) to the effect that
         any of them or the operations of its business activities are or have
         ever been:

                  (a)      not in full compliance with all applicable
                           environmental permits, certificates, approvals,
                           registrations and licenses and Environmental Laws;

                  (b)      the subject of any outstanding written order or
                           agreement with any governmental authority or private
                           party respecting any Environmental Laws, any remedial
                           actions or a Release or threatened Release, or

                  (c)      the subject of any administrative or judicial
                           proceeding, civil or criminal, alleging the violation
                           of any Environmental Laws or any environmental
                           permit, certificate, approval, registration or
                           license or of any action or investigation by any
                           governmental authority as to whether any remedial
                           action is needed to respond to a Release or
                           threatened Release under any applicable Environmental
                           Laws.



                                                                              12


<PAGE>   13




4.22.    TITLE TO ASSETS. The Company is the owner of and has good and
         marketable title to all of its properties and assets, including,
         without limitation, all properties and assets that are reflected in the
         Audited Financial Statements and all properties and assets acquired by
         the Company are free and clear of all Liens whatsoever, except for:

         (a)      the properties and assets disposed of, utilized or consumed by
                  the Company in the ordinary course of business;

         (b)      the Liens disclosed in Exhibit "9" or reflected in the Audited
                  Financial Statements;

4.22.1.  There are no agreements or commitments to purchase property or assets
         by the Company other than in the ordinary course of business.

4.23.    DEPOSIT ACCOUNTS AND SAFE DEPOSIT BOXES OF THE COMPANY. The name and
         address of each bank, trust company or similar institution with which
         the Company has one or more accounts or one or more safe deposit boxes,
         the number of each such account and safe deposit box and the names of
         all persons authorized to draw thereon or to have access thereto are as
         set forth in Exhibit "10".

4.24.    ACCOUNTS RECEIVABLE. The accounts receivable of any kind of the Company
         are reflected in the Audited Financial Statements and all accounts
         receivable of the Company arising arose from bona fide transactions in
         the ordinary course of business and are valid, enforceable and fully
         collectible accounts.

4.25.    INVENTORY. The current inventory of the Company (including but not
         limited to (a) all finished goods, work in progress and packing and
         shipping supplies; and (b) all new and unused maintenance items and all
         other materials and supplies on hand), subject to an allowance for
         obsolete inventory (consistent with the basis of calculation of
         allowances for obsolete inventory reflected in the Audited Financial
         Statements), is good and usable and is capable of being processed and
         sold in the ordinary course of business for the specific purpose for
         which such inventory was intended to be used at levels sufficient (but
         not excessive) for the continuation of the Business.

4.26.    REAL PROPERTIES AND LEASED PREMISES.

         (a)      LISTS. Exhibit "11"lists all real properties and sets forth a
                  legal description thereof.

         (b)      TITLE. The Company is the beneficial and registered owner of,
                  and has good and marketable title to, the real properties,
                  free and clear of any and all Liens, except for those Liens
                  described in Exhibit "9".

         (c)      USE AND ENJOYMENT. The real properties and the leased premises
                  described in Exhibit "11" and all buildings and structures
                  located thereon and the conduct of business as presently
                  conducted do not violate, in any material respects, any Laws
                  including any zoning or building laws, by-laws, ordinances,
                  regulations, covenants or official plans. The use of the real
                  properties and leased premises in the manner in which they are
                  presently used is not materially adversely affected by any
                  such laws referred to in the preceding sentence. The Company
                  has not received any



                                                                              13

<PAGE>   14




                  notification alleging any such violation except as set forth
                  in Exhibit "8" and there is no basis for the Company receiving
                  such notification. Such buildings and structures (or any
                  equipment thereon) do not encroach upon any lands not owned by
                  the Company. There are no encroachments from adjacent lands
                  unto the real properties. The Company has adequate rights to
                  ingress and egress to the nearest public street for the
                  operation of its business activities the ordinary course.
                  There are no expropriation, condemnation or similar
                  proceedings pending or threatened, with respect to any of the
                  real properties or the leased premises or any part thereof.
                  All public utilities required for the operation of its
                  business activities connect to the real properties and the
                  leased premises are through adjacent public streets or by way
                  of valid, registered easements.

         (d)      WORK ORDERS AND DEFICIENCIES. No alteration, repair,
                  improvement or other work has been ordered, directed or
                  requested in writing to be done or performed by the Company to
                  or in respect of the real properties, or the leased premises,
                  or to any of the building and fixtures, by any governmental
                  entity having jurisdiction, which alteration, repair,
                  improvement or other work has not been completed. There are no
                  matters under discussion with any such governmental entity
                  relating to work orders, non-compliance orders, deficiency
                  notices or other such notices and there are currently no facts
                  or circumstances which exist which could be the basis of any
                  such claim.

         (e)      CONSTRUCTION LIENS. All accounts for work and services
                  performed and materials placed or furnished upon or in respect
                  of any of the real properties or the leased premises at the
                  request of the Company have been fully paid and satisfied and
                  no one is entitled to claim a lien or mortgage under the
                  applicable construction lien legislation of such jurisdiction
                  in which the relevant property is situated, other than in
                  respect of accounts for which the payment due date has not yet
                  passed.

         (f)      UTILITY CHARGES. There is nothing owing in respect of any of
                  the real properties or the leased premises by the Company to
                  any municipality, nor to any other commission owning or
                  operating a public utility for water, gas, electrical power or
                  energy, steam or hot water, or for the use thereof; other than
                  current accounts in respect of which the payment due date has
                  not yet passed.

         (g)      MUNICIPAL CHARGES. Real estate and other civic taxes, general
                  and special, including those levied for the current year and
                  imposed on any of the real properties, or on the Company in
                  respect of the use of any of the leased premises, have been
                  paid to date, save and except in respect of any part thereof
                  the payment due date for which has not yet passed.


4.27.    LEASED PREMISES. Exhibit "11" lists and includes a true and complete
         copy of all lease agreements for real properties or other facilities
         being used or occupied by the Company ("Leases"). The Company is
         exclusively entitled to all rights and benefits as lessee under the
         Leases and the Company has not sublet, assigned, licensed or otherwise
         conveyed any rights in the leased premises or in the Leases to any
         person. All rental and other payments and other material obligations
         required to be paid and performed by the



                                                                              14


<PAGE>   15






         Company pursuant to the Leases have been duly paid or performed; the
         Company is not in default of any of its material obligations under the
         Leases and none of the landlords or other parties to the Leases are in
         default of any of their obligations under the Leases. The terms and
         conditions of the Leases will not be affected by, nor will any of the
         Leases be in default as a result of, the completion of the transactions
         contemplated hereunder. No event, occurrence, condition or act has
         occurred or exists which, with the giving of notice, the lapse of time
         or the happening of another event or condition, would become a material
         default by the Company under the Leases.

4.28.    LEASES OF PERSONAL PROPERTY. Except as set out in Exhibit "12", the
         Company is not the lessee under any lease of personal property in
         respect of which the annual financial obligation exceeds ($10,000
         Dollars) and have an unexpired term of more than two years.

4.29.    INTELLECTUAL PROPERTY/INDUSTRIAL PROPERTY RIGHTS. TITLE, USE AND
         ENJOYMENT. The conduct of the business activities of the Company does
         not infringe upon the patents, industrial designs, trade-marks,
         trade-names, brand names, service marks, logos or copyrights, or the
         trade secrets, know-how or confidential proprietary information of any
         other person. Except as set out in Exhibit "8", the Company has not
         received any notice, complaint, threat or claim alleging infringement
         of, any patent, trade mark, trade name, copyright, industrial design,
         trade secret or other Intellectual Property or proprietary right of any
         other person and there are currently no facts or circumstances which
         exist which could be the basis of any such claim.

4.29.1.  SOFTWARE. The Company owns, or has valid rights to use the computer
         software it uses in the manner in which such software is currently
         being used by the Company and, none of the software used infringes any
         intellectual properties of another person.

4.29.2.  YEAR 2000. All software and hardware used by the Company or sold as
         part of any product sold by the Company is Year 2000 compliant in that
         it will provide the following functions:

                  (a)      handle date information after January 1, 2000,
                           including accepting date input, providing date output
                           and performing calculations on dates or portions of
                           dates;

                  (b)      function accurately and without interruption after
                           January 1, 2000, without any change in operations
                           associated with the advent of the new century;

                  (c)      respond to two-digit year-date input in a way that
                           resolves the ambiguity as to century in a disclosed,
                           defined and predetermined manner; and

                  (d)      store and provide output of date information in ways
                           that are unambiguous as to century and which account
                           for leap years.

4.30.    RESTRICTIONS ON DOING BUSINESS. The Company is not a party to or bound
         by any agreement which would restrict or limit its right to carry on
         any business or activity or to



                                                                              15
<PAGE>   16




         solicit business from any person or in any geographical area or
         otherwise to conduct its business as the Company may determine.

4.31.    GUARANTEES, WARRANTIES AND DISCOUNTS. Except as described in the
         Audited Financial Statements or as will be described in the Closing
         Financial Statements, or as set out in Exhibit "9":

                  (a)      the Company is not a party to or bound by any
                           agreement of guarantee, indemnification, assumption
                           or endorsement or any other like commitment of the
                           obligations, liabilities (contingent or otherwise) or
                           indebtedness of any person;

                  (b)      the Company has not given any guarantee or warranty
                           in respect of any of the products sold or the
                           services provided by it, except warranties made in
                           the ordinary course of business, and

                  (c)      the Company has established appropriate reserves in
                           respect of its warranty obligations and the Seller
                           are not aware of any latent defect or other product
                           defect with the products it has manufactured or sold
                           which could result in the Company incurring expenses
                           which exceed the reserves established for such
                           purposes.

4.32.     GOOD STANDING OF AGREEMENTS.

                  (a)      GOOD STANDING. The Company is not in any material
                           default or breach of any of its obligations under any
                           one or more contracts, agreements (written or oral),
                           commitments, indentures or other instruments to which
                           it is a party or by which it is bound and there
                           exists no state of facts which, after notice or lapse
                           of time or both, would constitute such a default or
                           breach. All such contracts, agreements, commitments,
                           indentures and other instruments are in good
                           standing, in all material respects, and in full force
                           and effect without amendment thereto, and the Company
                           is entitled to all benefits thereunder, except as set
                           forth in Exhibit "8".

                  (b)      MATERIAL COVENANTS. All material covenants to be
                           performed by the other party thereto have been fully
                           performed.

                  (c)      SALES AND LOSSES. The Company has no commitments or
                           agreements for the sale of products or assets at
                           prices or under conditions involving prospective
                           losses.

                  (d)      LIST OF MATERIAL CONTRACTS. A list of the Material
                           Contracts to which the Company is a party is set out
                           in Exhibit "13". For the purposes of this Agreement,
                           "Material Contract" means any contract with a dollar
                           value equal (to or exceeding ($10,000 Dollars) or
                           with an unexpired term of one year of more.




                                                                              16
<PAGE>   17


4.33.    EMPLOYMENT AGREEMENTS.

                  (a)      SENIOR MANAGEMENT. Set out in Exhibit "6" a list of
                           the General Manager ("Director General") and the
                           other Managers ("Directores y/o Gerentes") of the
                           Company, their salaries, date of hire by the Company,
                           any termination arrangements and a description of all
                           benefits to which such executives are entitled.

                  (b)      Except as specified in Exhibit "14", the Company is
                           not a party to any written or oral employment,
                           service or consulting agreement relating to any one
                           or more persons, except for oral employment
                           agreements which are of indefinite term and without
                           any special arrangements or commitments with respect
                           to the continuation of employment or payment of any
                           particular amount on termination of employment.

                  (c)      The Company has no employee who cannot be dismissed
                           on such period of notice as is required by law in
                           respect of a contract of hire for an indefinite term.

4.34.    LABOR MATTERS AND EMPLOYMENT STANDARDS.

                  (a)      COLLECTIVE AGREEMENTS. Except as specified in Exhibit
                           "14", the Company is not subject to any collective or
                           other agreement with any labor union or employee
                           association.

                  (b)      COMPLIANCE WITH LAWS. The Company has complied in all
                           material respects, with all Laws relating to
                           employment, including those relating to wages, hours,
                           collective bargaining and representation,
                           occupational health and safety, workers' hazardous
                           materials, employment standards, pay equity,
                           unemployment compensation and workers' compensation.

                  (c)      LIABILITIES TO EMPLOYEES. The Company is not and has
                           not engaged in any unfair labor practice. The Company
                           is not liable for any damages to any employee or
                           former employee resulting from the violation of any
                           applicable labor or employment Laws or agreement,
                           including the collective agreements, except to the
                           extent the Company may be liable under or as a result
                           of any of the grievances referred to in Exhibit "8".

                  (d)      CLAIMS, COMPLAINTS, GRIEVANCES. Except as disclosed
                           in Exhibit "8", there are no outstanding claims or
                           complaints against the Company in respect of:

                                    (i) wrongful dismissal;

                                    (ii) breaches of employment contracts;

                                    (iii) unpaid wages or benefits;

                                    (iv) human rights complaints or inquiries;

                                    (v) employment equity or labor standards
                                        legislation;



                                                                              17
<PAGE>   18




                                    (vi) other complaints or grievances.

4.34.1.  There are no minutes of settlement or decisions which contain or impose
         outstanding obligations of the Company in respect of any such claims,
         complaints or grievances.

4.35.    STRIKES, ETC. There is no labor strike, slowdown or stoppage pending or
         involving or threatened against the Company. There has not been any
         labor strike, slowdown or stoppage involving the Company during the
         past five years.

4.36.    OCCUPATIONAL HEALTH AND SAFETY. There are no outstanding inspection
         orders or employee claims against the Company under any occupational
         health and safety legislation, or regulations thereto.

4.36.1.  There are no outstanding directives or rulings made to the Company or
         prosecution orders or employee claims against the Company under any
         labor, employment or occupational health and safety legislation. Nor is
         the Company aware of any pending directives or rulings or threatened
         prosecutions or employee claims or grounds upon which any such
         directives or rulings may be issued or prosecution or employee claims
         may be commenced, except as referred to in Exhibit "8" hereto.

4.36.2.  There have been no material accidents or incidents affecting worker
         health or safety or workers compensation with respect to the employees
         of the Company.

4.37.    WORKERS' COMPENSATION. All workers' compensation assessments against
         the Company have been timely and fully paid (including workers sharing
         in the profits (participacion de los trabajadores en las utilidades) of
         the Company).

4.38.    EMPLOYEE BENEFIT AND PENSION PLANS.

4.38.1.  DESCRIPTION OF BENEFIT PLANS. Except as listed in Exhibit "15", the
         Company does not have, and is not subject to any present or future
         obligation or liability under any pension plan, deferred compensation
         plan, retirement income plan, stock option or stock purchase plan,
         profit sharing plan, bonus plan or policy, employee group insurance
         plan, hospitalization plan, disability plan or other employee benefit
         plan, program, policy or practice, formal or informal, funded or non
         funded, with respect to any of its employees or former employees or
         beneficiaries or dependents.

4.38.2.  Exhibit "15" also lists the oral and written general policies
         inconsistency with the Mexican industry practice, procedures and
         work-related rules in effect with respect to employees of the Company,
         including but not limited to policies regarding holidays, sick leave,
         vacation, disability and death benefits, termination and severance pay,
         automobile allowances and rights to company provided automobiles and
         expense reimbursements. All those policies, procedures and rules are in
         compliance with applicable Law (The plans, programs, policies,
         practices and procedures listed in Exhibit "15" are collectively called
         the "Benefit Plans").



                                                                              18

<PAGE>   19




4.38.3.  CLAIMS. Except as specified in Exhibit "8", there are no pending or
         threatened claims by any employee covered under any of the Benefit
         Plans or by any other person which allege a breach of the terms of a
         Benefit Plan or fiduciary duties or violation of governing law or which
         may result in liability to the Benefit Plans or the Company, and there
         is no basis for such a Claim. There are no employees or former
         employees or beneficiaries or dependents of employees or former
         employees of the Company who are receiving from the Company any pension
         or retirement payments, or who are entitled to receive any such
         payments, not covered by a pension plan to which the Company is a
         party.

4.38.4.  DOCUMENTATION, REGISTRATION. Those copies of the Benefit Plans and
         related documentation as indicated in Exhibit "15" are true, correct
         and complete copies thereof and all oral or written Benefit Plans are
         accurately described in Exhibit "15" hereto. The Benefit Plans are duly
         registered where required by applicable Laws, and are in good standing
         under such applicable Laws.

4.38.5.  CONTRIBUTIONS, FUNDING OBLIGATIONS. All required employer and employee
         contributions and premiums under the Benefit Plans to the date hereof
         have been made, the respective fund or funds established under the
         Benefit Plans are fully funded in accordance with applicable Laws, and
         no past service funding or post service termination liabilities exist
         thereunder.

4.38.6.  NON-ARMS LENGTH PAYMENTS. Except as otherwise contemplated in this
         Agreement or the Exhibits hereto, no payments have been made or
         authorized since the date of the Closing Financial Statements by the
         Company to its officers, directors, former directors, shareholders or
         employees or to any person not dealing at arms' length with any of the
         foregoing, except in the ordinary course of business and at the regular
         rates payable to them of salary, pension, bonuses, rents or other
         remuneration of any nature.

4.38.7.  ACCRUAL OF VACATION PAY, BONUSES, ETC. All vacation pay, bonuses,
         commissions and other employee benefit payments payable to employees or
         any member of the Company are reflected and have been accrued in the
         Audited Financial Statements and will have been accrued in the Closing
         Financial Statements, as the case may be.

4.38.8.  WITHDRAWALS AND COMPLIANCE WITH PLANS. No withdrawal of assets has been
         made from the assets of any Benefit Plan fund held from time to time
         except for the purpose of paying benefits or proper expenses of the
         Benefit Plans in accordance with the terms of the Benefit Plans and
         applicable Laws and no past service funding or post-termination
         liabilities exist thereunder. The Benefit Plans are funded in
         accordance with the rules of the Benefit Plans and applicable Laws. All
         material obligations required to be performed in connection with the
         Benefit Plans pursuant to their terms and any applicable Laws have been
         performed. There are no obligations under or in respect of the Benefit
         Plans (including any representations made to any of the Company
         employees) that are not contained in the text of the Benefit Plans and
         funding agreement therefor. The Company has not incurred any liability
         in connection with the winding-up of a pension plan or the withdrawal
         from a multi-employer plan which would have a material adverse effect
         on the Business, profits or condition (financial or otherwise) of




                                                                              19
<PAGE>   20




         the Company, or impair the ability of the Company to perform its
         obligations contained in this Agreement.

4.38.9.  PARTICIPANT AND BENEFICIARY RECORDS. The participant and beneficiary
         records with respect to each Benefit Plan are in the custody of the
         persons listed in Exhibit "6". All such records accurately state the
         history of each participant and beneficiary in connection with each
         Benefit Plan and accurately state the benefits earned by or owed to
         each such person under each Benefit Plan.

4.39.    INSURANCE. Exhibit "16" contains a true and correct copy of all
         insurance policies maintained by the Company or under which the Company
         is covered in respect of its properties, assets, business or personnel
         as of the date hereof. Such insurance policies are in full force and
         effect and the Company is not in default with respect to the payment of
         any premium or compliance with any of the provisions contained in any
         such insurance policy. The Company has not received notice from any of
         the insurers regarding cancellation of such insurance policies. The
         Company has not received notice from any of the insurers denying any
         claims and to the best of the knowledge of the Seller no such notice is
         expected to be received.

4.40.    COMPLIANCE WITH LAWS. Except as disclosed in Exhibit "8", the Company
         has conducted and is conducting its Business in compliance, in all
         material respects, with all applicable Laws of each jurisdiction in
         which it carries on such business.

4.41.    DISCLOSURES. No representation or warranty contained in this Article 4
         and no statement contained in any Exhibit or closing document to be
         provided to the Purchaser pursuant hereto, or in connection with the
         transactions contemplated hereby, contains any untrue statement, or
         omits to state any material fact which is necessary in order to make
         the statements contained therein not misleading.

                                    ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


         The Purchaser hereby represents and warrants to the Seller as follows:

         5.1.     DUE ORGANIZATION AND AUTHORITY. The Purchaser is a Company
                  duly organized, validly existing and in good standing under
                  the laws of the State of Texas, and has full corporate power
                  and authority to own, lease and operate its properties and
                  assets and to carry on its business as now conducted and in
                  each state in which the nature of its activities requires it
                  to be qualified.

         5.2.     AGREEMENT AUTHORIZED, BINDING AND ENFORCEABLE. The execution,
                  delivery and performance of this Agreement by the Purchaser,
                  have been duly authorized by all required corporate action.
                  This Agreement is the legal, valid and binding obligations of
                  the Purchaser enforceable against it in accordance with its
                  terms, except as enforceability may be limited by applicable
                  bankruptcy, insolvency, fraudulent transfer, reorganization,
                  moratorium or similar laws affecting creditors' rights and by


                                                                              20
<PAGE>   21




                  equitable principles of general application which may limit
                  the availability of certain equitable remedies (such as
                  specific performance).

         5.3.     NO CONFLICT. The execution, delivery and performance by the
                  Purchaser of this Agreement do not conflict with, constitute
                  or result in a breach of or a default under, (a) the Articles
                  of Incorporation or Bylaws of the Purchaser, (b) any material
                  contract, indenture, instrument, order, judgment, decree or
                  regulation by which the Purchaser, is bound, (c) any statute,
                  ordinance, judgment, order, decree or regulation of any court
                  or governmental body affecting or, relating to the Purchaser.

         5.4.     NO REQUIRED CONSENTS. No consent of, waiver from or notice to
                  any party is required in order for the Purchaser to execute,
                  deliver and perform its obligations under this Agreement or to
                  consummate the transactions contemplated hereby.

         5.5.     REVIEW OF INFORMATION. Purchaser has received and reviewed to
                  its satisfaction the information referred to herein and it is
                  not aware of any representation or warranty of the Seller
                  which contains any untrue statements of a material fact or
                  omits to state any material facts which is necessary in order
                  to make the statements contained therein not misleading but
                  this statement of the Purchaser does not impose directly or
                  indirectly any responsibility on the part of the Purchaser to
                  insure that Seller representations and warranties are accurate
                  and true.

                                   ARTICLE VI

                 CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS


         Unless such conditions are met on the date hereof, all obligations of
         the Purchaser under this Agreement are subject to the fulfillment of
         each of the following conditions prior to or at the Closing:

         6.1.     REPRESENTATIONS AND WARRANTIES. All of the representations,
                  warranties and certifications of the Seller contained in this
                  Agreement shall be true, correct and complete in all respects
                  on the Closing Date as though all such representations,
                  warranties and certifications were made and given on and as of
                  the date hereof.

         6.2.     PERFORMANCE BY THE SELLER. The Seller shall have performed and
                  complied with all covenants, agreements and conditions
                  required to be performed or complied with by them pursuant to
                  this Agreement prior to or at the Closing.

         6.3.     COMPLIANCE CERTIFICATE. The Purchaser shall have received a
                  compliance certificate, in form and substance reasonably
                  satisfactory to the Purchaser and duly executed by the Seller,
                  with respect to the matters set forth in Sections 6.1 and 6.2.

         6.4.     NO RESTRAINT ON TRANSACTIONS. There shall be no effective
                  injunction, judgment, decree, restraining order or order of
                  any nature issued by a court or government agency of competent
                  jurisdiction which shall direct that this Agreement or the
                  transactions contemplated by this Agreement not be consummated
                  in all material respects as herein provided. There shall be no
                  pending litigation or other proceeding



                                                                              21
<PAGE>   22







                  instituted by any governmental authority, the effect of which
                  litigation would prevent the consummation of the transactions
                  contemplated by this Agreement.

         6.5.     LEGAL OPINION. The Seller shall deliver at the Closing Date an
                  opinion of Gutierrez Diaz de Rivera y Torres, S.C.,
                  substantially in the form annexed hereto as Exhibit "17".

         6.6.     ESCROW AGREEMENT. At the Closing Date, the Sellers shall
                  execute and deliver the Escrow Agreement in the form of
                  Exhibit "2".

                                   ARTICLE VII

                 CONDITIONS PRECEDENT TO THE SELLER OBLIGATIONS


         Unless such conditions are met on the date hereof, all obligations of
         the Seller under this Agreement are subject to the fulfillment of each
         of the following conditions prior to or at the Closing:

         7.1.     REPRESENTATIONS AND WARRANTIES. All of the representations and
                  warranties of the Purchaser contained in this Agreement shall
                  be true, correct and complete in all respects on the Closing
                  Date as though all such representations and warranties were
                  made and given on and as of the date hereof.

         7.2.     PERFORMANCE BY THE PURCHASER. The Purchaser shall have
                  performed and complied with all covenants, agreements and
                  conditions required to be performed or complied with by the
                  Purchaser pursuant to this Agreement prior to or at the
                  Closing.

         7.3.     COMPLIANCE CERTIFICATE. The Seller shall have received a
                  compliance certificate, in form and substance reasonably
                  satisfactory to the Seller and duly executed by a duly
                  authorized officer of the Purchaser, with respect to the
                  matters set forth in Sections 7.1 and 7.2 hereof.

         7.4.     NO RESTRAINT ON TRANSACTIONS. There shall be no effective
                  injunction, judgment, decree, restraining order or order of
                  any nature issued by a court or governmental agency of
                  competent jurisdiction which shall direct that this Agreement
                  or any of the transactions contemplated by this Agreement not
                  be consummated as herein provided. There shall be no pending
                  litigation or other proceeding instituted by any governmental
                  authority, the effect of which litigation would prevent the
                  consummation of the transactions contemplated by this
                  Agreement.

                                  ARTICLE VIII

                      POST-CLOSING COVENANTS OF THE SELLER


         8.1.     NON-COMPETITION.

         8.1.1.   For a period of ten (10) years after the Closing Date, neither
                  Seller nor their respective Affiliates whether operating in
                  the United States or Mexico shall directly or indirectly: (a)
                  solicit Business from any person who was a customer of any of
                  the



                                                                              22
<PAGE>   23




                  Company during the twelve (12) months preceding the Closing
                  Date; or (b) compete or otherwise engage in the chemical
                  processing, refining, commercialization and/or trading
                  business of high purified CS and C6 paraffinic hydrocarbon
                  solvents which supply the plastic industries or substitutes
                  thereof (the "Business") anywhere in North America, Central
                  America or South America (the "Territory").

         8.1.2.   Nothing in Section 8.1.1 above shall be deemed to prohibit or
                  restrict the Seller, directly or indirectly, from acquiring
                  and thereafter owning at any time after the Closing Date, any
                  entity which for periods immediately prior to such acquisition
                  directly or indirectly derives less than ten (10%) percent of
                  its revenues from a business or businesses that are the same
                  or similar to the Business.

         8.1.3.   In the event that the Seller or any of its Affiliates shall
                  breach any of the provisions of Section 8.1, or in the event
                  that any such breach is threatened, in addition to and without
                  limiting or waiving any other remedies available to the
                  Purchaser at law or in equity, the Purchaser shall be entitled
                  to immediate injunctive relief in any court, domestic or
                  foreign, having the capacity to grant such relief, to restrain
                  any such breach or threatened breach and to enforce the
                  provisions of this Section 8.1. The Seller acknowledges and
                  agrees that there is no adequate remedy at law for any such
                  breach or threatened breach and, in the event that any
                  proceeding is brought seeking injunctive relief, agree not to
                  use as a defense thereto that there is an adequate remedy at
                  law. The parties further acknowledge that the restrictions
                  provided for in this Section 8.1 are, under all of the
                  circumstances, reasonable and necessary for the protection of
                  the Purchaser and the Company and their respective businesses.
                  If any provision of this Section 8.1 is determined to be too
                  broad so as to be unenforceable, such provisions shall be
                  deemed to have been modified to be only so broad as is
                  enforceable.

         8.2.     PREPARATION OF TAX RETURNS. After the Closing, the Seller will
                  prepare and file (or cause to be prepared and filed) with the
                  appropriate authorities all reports, annual balances or
                  accountings which are required to be filed by or with respect
                  to the Company in respect of all periods through the Closing.

                                   ARTICLE IX

                     POST-CLOSING COVENANTS OF THE PURCHASER


         9.1.     PREPARATION OF TAX RETURNS. After the Closing, the Purchaser
                  will prepare and timely file (or cause to be prepared and
                  timely filed) as required by law with the appropriate
                  authorities all reports, annual balances or accountings (the
                  "Reports") referred to in Section 8.2 hereof. The Purchaser
                  will also furnish such information and the reasonable
                  assistance of such personnel as the Seller may reasonably
                  request to prepare the Reports referred to in Section 8.2
                  hereof and to respond to any audits thereof.

         9.2.     ACCESS TO RECORDS. For a period of one (1) year after the
                  Closing, Purchaser will, and will cause the Company to (a)
                  maintain all books and records relating to the Company which
                  may be reasonably necessary in order for the Seller to satisfy
                  the



                                                                              23
<PAGE>   24




                  requirements of auditors and other fiscal obligations imposed
                  upon the Seller or any of its Affiliates (including, without
                  limitation, responding to audits of annual balances), and (b)
                  cooperate with and afford the Seller (and Purchaser shall
                  cause the Company to afford the Seller), or will use its best
                  efforts to cause any other appropriate person to cooperate
                  with and afford the Seller, at the Seller's sole cost and
                  expense, reasonable access to and the ability to copy, during
                  normal business hours, such books and records (as well as
                  access to and reasonable assistance of personnel) on any other
                  matter relating to the Company which are reasonably necessary
                  (including, without limitation, responding to audits) in order
                  for the Seller to satisfy the requirements of auditors and
                  other obligations imposed upon any of them by law.

         9.3.     BANK DEBT. Prior to December 2001, Purchaser shall pay or
                  cause the Company to pay to Seller 33% of any net discounts or
                  pardons on the principal amount of certain existing credits
                  granted by Bancrecer, S.A., to the Company obtained with the
                  direct intervention of Seller, provided however, that such
                  payments shall be made on the saved amount after giving
                  effect to any tax implications of the same and provided
                  further that such discounts or pardons shall be made in form
                  and substance satisfactory to Purchaser.


                                    ARTICLE X

                                 INDEMNIFICATION


         10.1.    AGREEMENT TO INDEMNIFY.

         10.1.1.  The Purchaser agrees to indemnify and hold the Seller harmless
                  from and against any and all monetary loss, liability,
                  obligation, damage, cost or expense (including, without
                  limitation, reasonable attorney's fees and disbursements)
                  incurred or suffered by or asserted against the Seller or any
                  of its respective Affiliates, including but not limited to
                  their respective officers, directors, agents and employees,
                  directly or indirectly as a result of or in connection with
                  (a) the breach by the Purchaser of any representation or
                  warranty made in this Agreement; or (b) the breach by the
                  Purchaser of, or the failure of the Purchaser to perform, any
                  of its covenants or obligations contained in this Agreement.

         10.1.2.  The Seller agrees to indemnify and hold the Purchaser and its
                  directors, officers, agents, employees and shareholders
                  harmless from and against any and all loss, liability,
                  obligation, damage, cost or expense (including, without
                  limitation, reasonable attorney's fees and disbursements)
                  incurred or suffered by or asserted against the Purchaser, the
                  Company, their Affiliates or any of their respective
                  directors, officers, agents, employees and shareholders,
                  directly or indirectly ("Losses"), as a result of or in
                  connection with

                  (a)      the breach or inaccuracy of any representation or
                           warranty made by either Seller in this Agreement;




                                                                              24

<PAGE>   25






                  (b)      the breach by Seller, or failure of Seller, to
                           perform any of its covenants, conditions or
                           obligations contained in this Agreement;

                  (c)      claims of employees of the Company with respect to
                           occupational disease or injuries with respect to
                           events, circumstances or conditions which existed,
                           arose or occurred during the period prior to the date
                           hereof;

                  (d)      any third party liability claims which were made
                           prior to the date hereof for damages arising from
                           accidents, for which any of the Company is
                           responsible and which accidents occurred prior to the
                           date hereof for claims which do not exceed $1,000
                           Dollars and (ii) for such claims which are in excess
                           of $1,000 Dollars and which are listed on Exhibit
                           "8";

                  (e)      third party claims or potential claims arising from
                           events occurring prior to the date hereof and which
                           are not listed on Exhibit "8";

                  (f)      actual liability and reasonable attorney's fees paid
                           after the Closing in connection with the existing
                           fines levied by any governmental agency.

         10.2.    CONDITIONS OF INDEMNIFICATION. The obligations and liabilities
                  of the Indemnifying Party with respect to any claim, action,
                  suit, proceeding, tax audit, demand or liability based on or
                  with respect to the inaccuracy or non-performance or
                  non-fulfillment or breach of any representation or warranty
                  made by the other party contained in this Agreement or
                  contained in any document or certificate given in order to
                  carry out the transactions contemplated hereby asserted or
                  instituted by any third party on account of any matter giving
                  rise to a claim of indemnity by an Indemnified Party (a
                  "Claim"), shall be subject to the following terms and
                  conditions:

         10.2.1.  The Indemnified Party will give the Indemnifying Party notice
                  of any claim. Prior to the giving of any notice and after the
                  giving of any such notice, if the Indemnifying Party assumes
                  the defense of a Claim as provided below, the Indemnified
                  Party will not settle or waive, and will cause its Affiliates
                  not to settle or waive, any defense (including the waiver of a
                  statue of limitations), cause of action or counterclaim
                  without the prior written consent of the Indemnifying Party,
                  which consent shall not be unreasonably withheld.

         10.2.2.  Upon receipt of notice of a Claim from an Indemnified Party,
                  the Indemnifying Party will be entitled to assume the sole
                  defense thereof by representatives chosen by it; provided,
                  however, in the case of an audit, the auditor permits the
                  Indemnifying Party to do so. The Indemnifying Party shall have
                  the right to assert any defenses, causes of action or
                  counterclaims arising from the subject of the Claim available
                  to the Indemnified Party and its Affiliates. In the event an
                  Indemnifying Party is not permitted by an auditor to assume
                  the defense or control the conduct of an audit of returns, no
                  settlement with respect to any assessment may be effected
                  without the prior written consent of the Indemnifying Party,
                  which consent will not be unreasonably withheld, and the
                  Indemnified Party shall consult with the Indemnifying Party
                  concerning the

                                                                              25


<PAGE>   26




                  progress of the audit and provide such party with copies of
                  all correspondence and documents in connection therewith.

         10.2.3.  If the Indemnifying Party, within thirty (30) days after
                  notice of any such Claim, fails to assume the defense thereof;
                  the Indemnified Party shall (upon further notice to the
                  Indemnifying Party) have the right to undertake the defense
                  or, with the consent of the Indemnifying Party not be
                  unreasonably withheld or delayed, the compromise or settlement
                  of such Claim on behalf of and for the account and risk of the
                  Indemnifying Party, subject to the right of the Indemnifying
                  Party to assume the defense of such Claim at any time prior to
                  the settlement, compromise or final determination thereof.

         10.2.4.  Anything in this Section 10.2 to the contrary notwithstanding,
                  the Indemnifying Party shall not, without the written consent
                  of the Indemnified Party (which consent shall not be withheld
                  unreasonably or delayed), settle or compromise any Claim or
                  consent to the entry of any judgment which imposes any future
                  obligation on the Indemnified Party or which does not include
                  as an unconditional term thereof giving to the Indemnified
                  Party a release from all liability in respect of such Claim.
                  Furthermore, the Indemnified Party shall reasonably assist the
                  Indemnifying Party with the mitigation of loss and the return
                  to work of any employee eligible for or drawing any
                  occupational injury benefits in connection with the
                  indemnification obligations set forth above.

         10.2.5.  The Indemnified Party shall, and shall cause its Affiliates
                  to, provide the Indemnifying Party with such assistance at the
                  sole cost of the Indemnifying Party as may reasonably be
                  requested by the Indemnifying Party in connection with any
                  indemnification or defense provided for herein, including,
                  without limitation, providing the Indemnifying Party with such
                  information, documents and records and reasonable access to
                  the services of and consultations with such personnel of the
                  Indemnified Party or its affiliates as the Indemnifying Party
                  shall deem necessary (provided that such access shall not
                  unreasonably interfere with the performance of the duties
                  performed by or responsibilities of such personnel).

         10.2.6.  An Indemnified Party's (1) omission to notify an Indemnifying
                  Party of a Claim, (2) failure to cooperate and provide
                  requisite access to books and records or personnel as provided
                  above, (3) failure to obtain the prior written consent of an
                  Indemnifying Party as required above with respect to
                  settlements or waivers of defenses, causes of actions, or
                  counterclaims, or (4) failure to allow an Indemnifying Party
                  to control a tax audit and make or consent to any settlements
                  relating thereto as provided above, shall release the
                  Indemnifying Party from any liability arising from such Claim
                  to the extent the Indemnifying Party has been materially
                  prejudiced thereby.

         10.2.7.  All Claims will be reduced by any insurance proceeds received
                  by the Indemnified Party with respect thereto.


                                                                              26


<PAGE>   27




         10.2.8.  The obligations of any Indemnifying Party to indemnify and
                  hold harmless an Indemnified Party under this Agreement shall
                  apply whether or not any losses, claims or other liabilities
                  indemnified thereunder were or are caused in whole or in party
                  by (i) the sole, joint or concurrent negligence, fault or
                  breach of any other standard of conduct (whether active or
                  passive) by any Indemnified Party or any third party, or (ii)
                  any act, omission, event or condition that may subject the
                  indemnitee to strict liability.

         10.3.    REMEDIES CUMULATIVE. The remedies provided in this Article X
                  shall be cumulative and shall not preclude assertion by any
                  party hereto of any other rights or the seeking of any other
                  remedies against the other party hereto.

         10.4.    SURVIVAL OF REPRESENTATIONS. The representations, warranties
                  and indemnification rights and obligations of Seller contained
                  herein shall survive for the statute of limitation period
                  provided under the Laws in effect on the date hereof.

                                   ARTICLE XI

                                  MISCELLANEOUS


         11.1.    NOTICES. All notices, requests, demands and other
                  communications shall be in writing and shall be deemed to have
                  been given (a) when received, if delivered in person, or (b)
                  when sent, if sent by telecopier and confirmed within two (2)
                  business days by letter delivered to the party to be notified
                  at its address set forth herein, in any such case as follows:

                  (a)      If to the Seller, to:

                           Mr. Jose Carral
                           Ave Jalisco No. 180 3rd floor
                           Col Tacubaya
                           Mexico 11870, D.F.
                           Fax (525) 52 72 09 94

                           With a copy to:

                           Lic. Guillermo Diaz de Rivera
                           Gutierrez, Diaz de Rivera y Torres, S.C.
                           Durango No.124
                           Colonia Roma
                           Mexico 6700, D.F.
                           Fax (525) 55 25 55 42


                  (b)      If to the Purchaser, to:

                           Nicholas N. Carter
                           President
                           P.O. Box 1636
                           Silsbee, Tx 77656
                           Fax (001/409) 385 14 00



                                                                              27
<PAGE>   28





                                    With a copy to:

                           Lic. Agustin Portal Ariosa
                           Haynes and Boone, S.C.
                           Blvd. Manuel Avila Camacho No. 40-1801
                           Col Lomas de Chapultepec
                           Mexico 11000 D.F.
                           Fax 5 40 06 30

                  or at such other address(es) as any party may have advised the
                  other in the manner provided in this Section 11.1.

         11.2.    PUBLIC ANNOUNCEMENTS; CONFIDENTIALITY. The timing and text of
                  any announcements or statements pertaining to this Agreement
                  or the transactions contemplated hereby made either publicly
                  or to the employees of the Company prior to the Closing Date
                  shall be mutually agreed to by the Seller and the Purchaser.
                  Except as otherwise provided by law, the terms of this
                  Agreement and the indemnification provisions hereof shall be
                  kept confidential.

         11.3.    COMPLETE AGREEMENT. This Agreement and its Exhibits set forth
                  the entire agreement of the parties with respect to the
                  subject matter hereof and supersedes all prior agreements,
                  contracts, promises, representations, warranties, statements,
                  arrangements and understandings, if any, between the parties
                  hereto or their representatives. No waiver, modification,
                  amendment or termination of any provision, term or condition
                  hereof or of any its Exhibits shall be valid unless in writing
                  and signed by the party to be charged therewith, and any such
                  waiver, modification, amendment or termination shall be valid
                  only to the extent therein set forth. All Exhibits hereto
                  shall form and be construed to be an integral part hereof.

         11.4.    FURTHER ASSURANCES. Each of the parties hereto shall, from
                  time to time after the date hereof, upon the request of the
                  other party hereto and at the expense of such requesting
                  party, duly execute, acknowledge and deliver or cause to be
                  duly executed, acknowledged and delivered, all such further
                  instruments and documents reasonably requested by the other
                  party to further effectuate the intents and purposes of this
                  Agreement.

         11.5.    GOVERNING LAW. The validity, performance, construction,
                  interpretation and effect of this Agreement shall be governed
                  by Laws.

         11.6.    DISPUTE SETTLEMENT PROCEDURE. In the event of any dispute or
                  difference arising out of or relating to this Agreement or the
                  breach thereof, the disputes or differences shall be finally
                  and exclusively settled by arbitration in accordance with the
                  applicable Rules of Arbitration of the International Chamber
                  of



                                                                              28

<PAGE>   29




                  Commerce. Any dispute or difference between the parties hereto
                  will be referred to the arbitration of three (3) persons, one
                  (1) to be appointed by each of the parties hereto and the
                  remainder to be chosen by the two (2) so appointed. If either
                  of the parties fails to appoint an arbitrator and has been
                  notified by the other party in writing of the appointment and
                  of the matter in dispute to be dealt with, the decision of the
                  arbitrator appointed by the first of the parties will be final
                  and binding on both of the parties hereto. The decision of the
                  three (3) arbitrators so appointed, or a majority of them,
                  will be final and binding upon the parties hereto. All costs
                  and expenses of any such arbitration will be borne by the
                  parties hereto as determined by the arbitrators. The
                  arbitration shall take place at Mexico City, Mexico. All
                  arbitration proceedings and the arbitration award shall be in
                  English. Judgment upon the award rendered may be entered into
                  any court having jurisdiction, or application may be made to
                  such court for a judicial recognition of the award or an order
                  of enforcement thereof, as the case may be.

         11.7.    BINDING EFFECT. This Agreement shall be binding upon and inure
                  to the benefit of the parties hereto and their respective
                  successors and assigns. Neither party hereto may delegate its
                  obligations hereunder without the prior written consent of the
                  other party, which consent shall not be unreasonably withheld;
                  provided that such delegating party shall not be relieved of
                  its obligations hereunder. The parties hereto shall be
                  permitted to assign any of their rights under this Agreement
                  without the prior written consent of the other party.

         11.8.    SEVERABILITY. Any provisions of this Agreement which may be
                  determined by competent authority to be prohibited or
                  unenforceable in any jurisdiction shall, as to such
                  jurisdiction, be ineffective to the extent of such prohibition
                  or unenforceability without invalidating the remaining
                  provisions hereof, and any such prohibition or
                  unenforceability in any jurisdiction shall not invalidate or
                  render unenforceable such provision in any other jurisdiction.

         11.9.    COUNTERPARTS. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed an original and
                  all of which taken together shall constitute a single
                  agreement.

         11.10.   CAPTIONS. The captions appearing in the Agreement are inserted
                  only as a matter of convenience and for reference and shall in
                  no way affect the interpretation or construction of this
                  Agreement or any of the provisions hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.





                                                                              29




<PAGE>   30



PURCHASER                                      SELLER

Texas Oil & Chemical Co. II                    Spechem, S.A. de C.V.




/s/ NICHOLAS N. CARTER                         /s/ JOSE CARRAL
----------------------------                   ---------------------------------
By: Nicholas N. Carter                         By: Jose Carral
Title: President                               Title: Chairman of the Board



                                               /s/ PASCUAL ARANALDE BLANNO
                                               ---------------------------------
                                               By: Pascual Aranalde Blanno
                                               Title: Board Member




                                                                              30
<PAGE>   31











                                ESCROW AGREEMENT




         This Escrow Agreement dated as of the 25th day of January 2000, between
Spechem, S.A. de. C.V. (referred to as the "Seller") and Texas Oil & Chemical
Co. II, Inc. (the "Purchaser").

                                   RECITALS:


         A. Seller and Purchaser have entered into a Stock Purchase Agreement
dated January 25th, 2000 (the "Agreement"), a copy of which is attached to this
Agreement in EXHIBIT "A" pursuant to which Purchaser is acquiring ninety-two
(92%) percent of the outstanding capital stock of Productos Quimicos Coin, S.A.,
de C.V. (the "Company").

         B. This Escrow Agreement creates an escrow fund to secure Seller's
agreement, covenants and obligations as specified in the Agreement.

         IN CONSIDERATION of the promises and agreements of Seller and Purchaser
and for other good and valuable consideration, the receipt of which is
acknowledged, Seller and Purchaser agree as follows:

                                    ARTICLE I
                                  ESCROW FUNDS


         1.01. Contemporaneous with the Closing of the Agreement, the amount of
TWO HUNDRED TWENTY FIVE THOUSAND ($225,000.00) AND NO/100 DOLLARS (U.S.) (the
"Escrowed Funds") in a bank check from the Purchaser shall be delivered, in
escrow to the Escrow Agent (as defined herein) to secure Seller's agreement,
covenants and obligations specified in the Agreement.

         1.02. The Escrowed Funds are to be retained by the Escrow Agent as an
Escrow Trustee pursuant to the terms of this Escrow Agreement, and the Escrowed
Funds may be dispersed only in accordance with Article II of this Escrow
Agreement.

                                   ARTICLE II
                           DUTIES OF THE ESCROW AGENT


         2.01. The Escrow Agent shall receive the Escrowed Funds pursuant to the
terms of this Escrow Agreement.


         2.02. The Escrow Agent shall distribute the Escrowed Funds only in
accordance with joint written instructions signed by both Seller and Purchaser.
On disbursement of all the Escrowed Funds, this Escrow Agreement shall
terminate.







<PAGE>   32




                                   ARTICLE III
                          TERM OF THE ESCROW AGREEMENT

         3.01. The Escrow Agent is hereby authorized and instructed to hold the
Escrowed Funds in escrow until the earlier of the following dates or events:

         1)       written instructions from both Seller and Purchaser that all
                  obligations, covenants and agreements of Seller have been
                  satisfied; or

         2)       the expiration of ninety (90) days from the date of this
                  Escrow Agreement.

         3.02. This Escrow Agreement shall not be terminated, revoked, rescinded
or modified in any respect without the prior written approval of both Seller and
Purchaser.

         3.03. The Escrow Agent shall be obligated only the performance of the
duties that are specifically set forth in this Escrow Agreement and may rely on
the performance of these duties. The Escrow Agent shall be protected in acting
or refraining from acting on any instrument believed to be genuine and to have
been signed or presented by the proper party or parties. The Escrow Agent shall
not be liable for any action taken or omitted in good faith and believed to be
authorized by this Escrow Agreement nor for any action taken or omitted in
accordance with the advice of the Escrow Agent's counsel.

         3.04. The Escrow Agent shall have no liability under, or duty to
inquire into the terms and provision of, the Agreement. It is agreed that the
Escrow Agent's duties are purely ministerial in nature and that the Escrow Agent
shall incur no liability whatsoever except for willful misconduct or gross
negligence so long as the Escrow Agent has acted in good faith. The Escrow Agent
shall not be bound by any modification, amendment, termination, cancellation,
rescission, or suppression of this Escrow Agreement unless it is in writing and
signed by all of the parties to this Escrow Agreement and, if the Escrow Agent's
duties are affected in any way, unless the Escrow Agreement has given prior
written consent to any such agreement.

                                    ARTICLE 4
                                  MISCELLANEOUS

         4.01. This Escrow Agreement shall be binding on and inure to the
benefit of the parties to this Escrow Agreement and their respective successors
and permitted assigns. No other persons shall have any rights under this Escrow
Agreement.

         4.02. Any litigation costs and expenses under this Escrow Agreement
shall be paid by the party obligation for the costs of litigation under the
Agreement.

         4.03. A successor Escrow Agent may be appointed at any time by the
mutual written agreement of Purchaser and Seller.



                                                                          Page 2
<PAGE>   33







         4.04. The Escrow Agent agrees to hold the assets of the Escrow Fund as
a trustee in a segregated and separate account, outside of the reach of its
general creditors.

         4.05. Any notice, statement, or other communication that is required or
that may be given under the terms of this Escrow Agreement shall be in writing
and shall be sufficient in all respects if properly addressed and delivered
personally or by mail, postage prepaid, as follows:

               (a)      If to the Seller, to:

                        Mr. Jose Carral
                        Ave Jalisco No. 180 3rd floor
                        Col Tacubaya
                        Mexico 11870, D.F.
                        Fax (525) 52 72 09 94

                        With a copy to:

                        Lic. Guillermo Diaz de Rivera
                        Gutierrez, Diaz de Rivera y Torres, S.C.
                        Durango No.124
                        Colonia Roma
                        Mexico 6700, D.F.
                        Fax (525) 55 25 55 42


               (b)      If to the Purchaser, to:

               Nicholas N. Carter
               President
               P.O. Box 1636
               Silsbee, Tx 77656
               Fax (001/409) 385 14 00

          If to Escrow Agent:

               Lic. Agustin Portal Ariosa
               Haynes and Boone, S.C.
               Blvd. Manuel Avila Camacho No.40--1801
               Col Lomas de Chapultepec
               Mexico 11000 D.F.
               Fax 5 40 06 30


or to any other address that any party shall designate in writing to the other
parties in accordance with this provision.


                                                                          Page 3
<PAGE>   34
         4.06. This Escrow Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

         The parties to this Escrow Agreement have duly executed this Agreement
as of the date first written above.







Texas Oil & Chemical Co. II                        Spechem, S.A. de C.V.


/s/ NICHOLAS N. CARTER                             /s/ JOSE CARRAL
------------------------------------               ---------------------------
By: Nicholas N. Carter                             By: Jose Carral
Title: President                                   Title: Chairman of the Board


HAYNES AND BOONE, S.C.                             /s/ PASCUAL ARANALDE BLANNO
                                                   ---------------------------
                                                   By: Pascual Aranalde Blanno
/s/ AGUSTIN PORTAL                                 Title: Board Member
------------------------------------
By: Agustin Portal
Title: Partner





                                                                          Page 4

<PAGE>   35








TITULO NUMERO I                                 NUMERO DE ACCIONES 45'850,279
CAPITAL VARIABLE




                     PRODUCTOS QUIMICOS COIN, S.A. DE C.V.



                 DURACION:                                  99 ANOS
                 DOMICILIO:                                 MEXICO, D.F.
                 CAPITAL MINIMO FIJO:                       $100,000.00
                 TOTALMENTE SUSCRITO Y PAGADO.
                 CAPITAL VARIABLE:                          $49'845,955.00
                 TOTALMENTE SUSCRITO Y PAGADO.

El presente Titulo se expide en favor de SPECHEM, S.A. DE C.V. de nacionalidad
mexicana, con domicilio en la Ciudad de Mexico coma titular de 45'850,279
(CUARENTA Y CINCO MILLONES OCHOCIENTOS CINCUENTA MIL DOSCIENTOS SETENTA Y NUEVE)
acciones ordinarias, nominativas, con un valor nominal de $1 (UN PESO 00/100
M.N.) de las 49'845,955 acciones representativas del capital variable de la
sociedad.

La sociedad se constituyo mediante escritura publica numero 8211 de fecha 23 de
noviembre de 1987, otorgada ante la fe del Licenciado Rogelio Magana Luna,
Notario Publico numero 156 de Mexico, D.F. la cual se encuentra debidamente
inscrita en el Registro Publico de Comercio del Distrito Federal, bajo el Folio
Mercantil numero 103348 de fecha 14 de marzo de 1988.


                      Mexico, D.F., 5 de noviembre de 1999.



/s/ JOSE CARRAL                                      /s/ PASCUAL ARANALDE BLANNO
------------------------                             -------------------------
      CONSEJERO                                              CONSEJERO

"TODO EXTRANJERO QUE EN EL ACTO DE LA CONSTITUCION O EN CUALQUIER TIEMPO
ULTERIOR ADQUIERA UN INTERES O PARTICIPACION SOCIAL EN LA SOCIEDAD SE
CONSIDERARA POR ESE SIMPLE HECHO COMO MEXICANO RESPECTO DE UNO Y OTRO Y SE
ENTENDERA QUE CONVIENE EN NO INVOCAR LA PROTECCION DE SU GOBIERNO, BAJO LA PENA,
EN CASO DE FALTAR A SU CONVENIO DE PERDER DICHO INTERES O PARTICIPACION EN
BENEFICIO DE LA NACION MEXICANA".






<PAGE>   36







Endoso 45,850,279 aciones representadas por este titulo definitivo de
Acciones en favor de: Texas Oil & Chemical Co. II, Inc.
De Nacionalidad: Norteamericana

Mexico, D.F. a 25 de enero de 2000



Spechem, S.A. de C.V.



/s/ JOSE CARRAL
-----------------------------------
Por: Jose Carral
Cargo: Chairman of the Board


/s/ PASCUAL ARANALDE BLANNO
-----------------------------------
Por: Pascual Aranalde Blanno
Cargo: Board Member



<PAGE>   37






The undersigned, Jose Carral and Pascual Aranalde Blanno in our capacity of
Chairman and Board member, respectively of Spechem, S.A. de C.V., hereby
certify, on behalf of such company, that no consents are required to be obtained
in order to carry out the transactions contemplated in the Stock Purchase
Agreement, dated as of the 25th day of January 2000, between Spechem, S.A. de.
C.V., and Texas Oil & Chemical Co. II, Inc.

We further certify that execution, delivery and performance of such Agreement by
Spechem, S.A. de. C.V., have been duly authorized by all required corporate
action on the part of Spechem, S.A. de. C.V., and that such Agreement contains
the legal, valid and binding obligations of Spechem, S.A. de. C.V., enforceable
against it in accordance with its terms.

Mexico City January 25, 2000


Spechem, S.A. de C.V.



/s/    JOSE CARRAL
-------------------------------
By:     Jose Carral
Title:  Chairman of the Board



/s/ PASCUAL ARANALDE BLANNO
-------------------------------
By: Pascual Aranalde Blanno
Title:  Board Member


<PAGE>   38

TITULO NUMERO 1                                        NUMERO DE ACCIONES 99,999
CAPITAL MINIMO FIJO



                     PRODUCTOS QUIMICOS COIN, S.A. DE C.V.




                      DURACION:                 99 ANOS
                      DOMICILIO:                MEXICO, D.F.
                      CAPITAL SOCIAL:           MINIMO FIJO: $100,000.00
                                                TOTALMENTE SUSCRITO Y PAGADO.


El presente Titulo se expide en favor de SPECHEM, S.A. DE C.V. de nacionalidad
mexicana, con domicilio en la Ciudad de Mexico como titular de 99,999 (NOVENTA Y
NUEVE MIL NOVECIENTOS NOVENTA Y NUEVE) acciones ordinarias, nominativas, con un
valor nominal de $1 (UN PESO 00/100 M.N.) de las 100,000 acciones
representativas del capital minimo fijo de la sociedad.

La sociedad se constituyo mediante escritura publica numero 8211 de fecha 23 de
noviembre de 1987, otorgada ante la fe del licenciado Rogelio Magana Luna,
Notario Publico numero 156 de Mexico, D.F. la cual se encuentra debidamente
inscrita en el Registro Publico de Comercio del Distrito Federal, bajo el Folio
Mercantil numero 103348 de fecha 14 de marzo de 1988.


                      Mexico, D.F., 5 de noviembre de 1999.


/s/ JOSE CARRAL                                      /s/ PASCUAL ARANALDE BLANNO
------------------------                             -------------------------
      CONSEJERO                                              CONSEJERO




"TODO EXTRANJERO QUE EN EL ACTO DE LA CONSTITUCION O EN CUALQUIER TIEMPO
ULTERIOR ADQUIERA UN INTERES O PARTICIPACION SOCIAL EN LA SOCIEDAD SE
CONSIDERARA POR ESE SIMPLE HECHO COMO MEXICANO RESPECTO DE UNO Y OTRO Y SE
ENTENDERA QUE CONVIENE EN NO INVOCAR LA PROTECCION DE SU GOBIERNO, BAJO LA
PENA,EN CASO DE FALTAR A SU CONVENIO DE PERDER DICHO INTERES O PARTICIPACION
EN BENEFICIO DE LA NACION MEXICANA".








<PAGE>   39

Endoso 99,999 aciones representadas por este titulo definitivo de
Acciones en favor de: Texas Oil & Chemical Co. II, Inc.
De Nacionalidad: Norteamericana

Mexico, D.F. a 25 de enero de 2000

Spechem, S.A. de C.V.

/s/  JOSE CARRAL
---------------------------------
Por: Jose Carral
Cargo: Chairman of the Board



/s/ PASCUAL ARANALDE BLANNO
---------------------------------
Por: Pascual Aranalde Blanno
Cargo: Board Member


Source: OneCLE Business Contracts.