EXHIBIT 1 REPROP PLAN AND AGREEMENT OF MERGER Between and Among

EXHIBIT 1

REPROP PLAN AND AGREEMENT OF MERGER

Between and Among

ACCEL, S.A. DE C.V.
A Mexican Corporation
"Accel"

ELAMEX, S.A. DE C.V.
A Mexican Corporation
"Elamex"

ELAMEX USA, CORP.
A Delaware Corporation and Wholly-owned
Subsidiary of Elamex, S.A. de C.V.
"Elamex USA"

and

REPROP CORPORATION
A Delaware Corporation and Wholly-owned
Subsidiary of Accel, S.A. de C.V.
"Reprop"

June 28, 2002

Contents

1. Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 Accel, S.A. de C.V . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Elamex, S.A. de C.V. . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Elamex USA, Corp . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.4 Reprop Corporation . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.1 "Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.2 "Xxxx" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3.3 "Xxxx Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.4 "Closing". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.5 "Effective Date and Time". . . . . . . . . . . . . . . . . . . . . . 2
3.6 "Escrow Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.7 "Escrow Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.8 "Escrowed Shares". . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.9 "Franklin Connections" . . . . . . . . . . . . . . . . . . . . . . . 2
3.10 "Franklin Food Products" . . . . . . . . . . . . . . . . . . . . . . 2
3.11 "Franklin Inmobiliarios" . . . . . . . . . . . . . . . . . . . . . . 2
3.12 "Franklin Inmobiliarios Agreements". . . . . . . . . . . . . . . . . 2
3.13 "Kids Holding". . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.14 "Kids Holding Agreement" . . . . . . . . . . . . . . . . . . . . . . 2
3.15 "Mt. Franklin Holdings" . . . . . . . . . . . . . . . . . . . . . . 2
3.16 "Mt. Franklin Options". . . . . . . . . . . . . . . . . . . . . . . 3
3.17 "Parties". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.18 "Reprop Shares". . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4. Recitals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

5. Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.1 Merger of Reprop With and Into Elamex USA; Elamex USA to be Surviving
Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.2 Terms and Conditions of the Merger . . . . . . . . . . . . . . . . . 4
(a) General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(b) Conversion of Shares . . . . . . . . . . . . . . . . . . . . . 5
(1) Cancellation of Reprop Shares . . . . . . . . . . . . . . 5
(2) Delivery of Elamex Shares to Accel . . . . . . . . . . . . 5
(A) Shares Not Subject to Escrow . . . . . . . . . . . . 5
(B) Escrowed Shares . . . . . . . . . . . . . . . . . . . 5
(c) Certificate of Incorporation; No Change in Name . . . . . . . . 5
(d) Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(e) Directors and Officers . . . . . . . . . . . . . . . . . . . . 5
5.3 Representations and Warranties of Accel . . . . . . . . . . . . . . 6
(a) Organization of Accel . . . . . . . . . . . . . . . . . . . . . 6

Page i of iii

(b) Authorization of Transaction; Vote of Accel as Sole Shareholder
of Reprop in Favor of Merger. . . . . . . . . . . . . . . . . . 6
(c) Noncontravention . . . . . . . . . . . . . . . . . . . . . . . 6
(d) No Pending or Threatened Litigation or Claims . . . . . . . . . 6
5.4 Representations and Warranties of Elamex . . . . . . . . . . . . . . 6
(a) Organization of Elamex . . . . . . . . . . . . . . . . . . . . . 7
(b) Authorization of Transaction; Vote of Elamex as Sole Shareholder
of Elamex USA . . . . . . . . . . . . . . . . . . . . . . . . . 7
(c) Noncontravention . . . . . . . . . . . . . . . . . . . . . . . . 7
(d) No Pending or Threatened Litigation or Claims . . . . . . . . . 7
5.5 Representations and Warranties of Elamex USA . . . . . . . . . . . . 7
(a) Organization of Elamex USA . . . . . . . . . . . . . . . . . . . 7
(b) Authorization of Transaction; Restricted Shares of Elamex, S.A.
de C.V . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(c) Noncontravention . . . . . . . . . . . . . . . . . . . . . . . . 8
(d) No Pending or Threatened Litigation or Claims. . . . . . . . . . 8
(e) Access to Information . . . . . . . . . . . . . . . . . . . . . 8
(f) No Representations . . . . . . . . . . . . . . . . . . . . . . . 8
5.6 Representations and Warranties of Accel and Reprop . . . . . . . . . 8
(a) Organization of Reprop . . . . . . . . . . . . . . . . . . . . . 8
(b) Authorization of Transaction . . . . . . . . . . . . . . . . . . 8
(c) Outstanding Reprop Shares; No Other Owner of Reprop Shares . . . 9
(d) Financial Statements of Reprop . . . . . . . . . . . . . . . . . 9
(e) Noncontravention . . . . . . . . . . . . . . . . . . . . . . . . 9
(f) No Pending or Threatened Litigation or Claims . . . . . . . . . 9
(g) Mt. Franklin Options . . . . . . . . . . . . . . . . . . . . . . 9
(h) Information About Elamex . . . . . . . . . . . . . . . . . . . . 9
(i) Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(j) Manner of Offering . . . . . . . . . . . . . . . . . . . . . . .10
(k) Restricted Shares; Not Registered with SEC or Any State. . . . .10
(l) Disclosure of Information Concerning Franklin Food Products,
Mt. Franklin Holdings, and Reprop. . . . . . . . . . . . . . . . . .10
5.7 Conditions Precedent to Closing . . . . . . . . . . . . . . . . . .10
(a) Conditions Precedent to the Obligations of Elamex and Elamex
USA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
(b) Conditions Precedent to the Obligations of Accel and Reprop. . .11
5.8 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
(a) Entire Agreement; Integration. . . . . . . . . . . . . . . . . .12
(b) Survival of Representations and Warranties . . . . . . . . . . .12
(c) Binding Nature; No Assignments . . . . . . . . . . . . . . . . .12
(d) Further Action . . . . . . . . . . . . . . . . . . . . . . . . .12
(e) Time is of the Essence . . . . . . . . . . . . . . . . . . . . .12
(f) Amendments, Modifications, Approvals, and Consents . . . . . . .12
(g) Parties in Interest; No Third-Party Beneficiaries. . . . . . . .13
(h) Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
(i) Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . .13
(j) No Brokerage Commissions, Finders Fees, or Similar Costs . . . .13
(k) Attorneys Fees . . . . . . . . . . . . . . . . . . . . . . . . .14
(l) Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . .14
(m) Construction . . . . . . . . . . . . . . . . . . . . . . . . . .14
(n) Rights and Remedies. . . . . . . . . . . . . . . . . . . . . . .14
(o) Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . .15

Contents Page ii of iii

(p) No Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . .15
(q) Severability . . . . . . . . . . . . . . . . . . . . . . . . . .15
(r) Covenant of Good Faith . . . . . . . . . . . . . . . . . . . . .16
(s) Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . .16
(t) Titles and Captions. . . . . . . . . . . . . . . . . . . . . . .16
(u) Pronouns and Plurals . . . . . . . . . . . . . . . . . . . . . .16
(v) Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . .16

Exhibit A - Form of Escrow Agreement . . . . . . . . . . . . . . . . . . . . . A

Exhibit B - Mt. Franklin Options . . . . . . . . . . . . . . . . . . . . . . . B

Contents Page iii of iii

REPROP PLAN AND AGREEMENT OF MERGER

1. DATE: June 28, 2002

2. PARTIES:

2.1 ACCEL, S.A. DE C.V., a Mexican corporation having a mailing address
of Attention: Xxxxxx X. Xxxxxxxxx, Circuito 5 Del Parque Industrial
Las Americas S/N, Col. Panamericana, Chihuahua, Chih., X.X. 00000,
Xxxxxx, and a facsimile (fax) number of (000) 000-0000 (herein
"Accel").

2.2 ELAMEX, S.A. DE C.V., a Mexican corporation having a mailing address
of Attention: Xxxxxxx X. Xxxxxxx, Elamex Third Floor, 0000 X. Xxxx,
Xxxxxxxx X, Xx Xxxx, Xxxxx 00000, and a facsimile (fax) number of
(000) 000-0000 (herein "Elamex").

2.3 ELAMEX USA, CORP., a Delaware corporation and wholly-owned
subsidiary of Elamex, S.A. de C.V., having a mailing address of
Attention: Xxxxxxx X. Xxxxxxx, Elamex Third Floor, 0000 X. Xxxx,
Xxxxxxxx X, Xx Xxxx, Xxxxx 00000, and a facsimile (fax) number of
(000) 000-0000 (herein "Elamex USA" or the "Surviving Corporation").

2.4 REPROP CORPORATION, a Delaware corporation and wholly-owned
subsidiary of Accel, having a mailing address of Attention: Xxxxxx
X. Xxxxxxxxx, 0000 X. Xxxx, Xxxxxxxx X, Xxxxx Xxxxx, Xx Xxxx, Xxxxx
00000, and a facsimile (fax) number of (000) 000-0000 (herein
"Reprop" or the "Merged Corporation").

3. DEFINED TERMS: The terms defined in this Part 3 shall have the meanings
herein specified for all purposes of this Agreement, unless the context
clearly otherwise requires:

3.1 "AGREEMENT" or "Reprop Merger Agreement" means this Reprop Plan and
Agreement of Merger together with and including any and all
attachments, appendices, or exhibits referred to herein and any and
all modifications, alterations, amendments, and supplements
hereto--all of which shall be deemed for all purposes of this
Agreement to have been incorporated in this Agreement by this
reference as if separately spelled out in this Agreement. The words
"hereby," "herein," "hereof," "hereto," "hereunder," and "herewith"
when used in this Agreement shall refer to and mean a reference to
this entire Agreement unless restricted to a reference in context to
a particular portion of this Agreement.

3.2 "XXXX" means Xxxx Nut Company, a Delaware corporation.

Page 1 of 17

3.3 "XXXX AGREEMENT" means that certain agreement between Elamex USA and
Xxxx dated on or as of June 28, 2002.

3.4 "CLOSING" means the completion and closing of all of the actions and
delivery of all of the documents and other items called for by this
Agreement, which shall occur on Friday, June 28, 2002, at 10:00 a.m.
local time, at the offices of Elamex USA, or such other day, date,
time, and place as shall be mutually agreed upon by the Parties.

3.5 "EFFECTIVE DATE AND TIME" means the close of business on Friday,
June 28, 2002.

3.6 "ESCROW AGENT" means that person or entity named as the escrow agent
in the Escrow Agreement.

3.7 "ESCROW AGREEMENT" means an escrow agreement in the form attached
hereto as Exhibit A.

3.8 "ESCROWED SHARES" means those restricted shares of common stock of
Elamex, S.A. de C.V., to be delivered to the Escrow Agent (subject
to the Escrow Agreement) at Closing in accordance with subsection
5.2(b)(2)(B) of this Agreement.

3.9 "FRANKLIN CONNECTIONS" means Franklin Connections, LP, a Delaware
limited partnership.

3.10 "FRANKLIN FOOD PRODUCTS" means Franklin Food Products LLC, a
Delaware limited liability company.

3.11 "FRANKLIN INMOBILIARIOS" means Franklin Inmobiliarios, S.A. de C.V.,
a Mexican corporation.

3.12 "FRANKLIN INMOBILIARIOS AGREEMENTS" means those respective
agreements between the owners of Franklin Inmobiliarios and Elamex
USA dated on or as of June 28, 2002, which may include an option or
options to acquire all of the ownership of Franklin Inmobiliarios
with a closing thereon at a later date.

3.13 "KIDS HOLDING" means Kids Holding Corp., a Delaware corporation.

3.14 "KIDS HOLDING AGREEMENT" means that certain agreement between Elamex
USA and Kids Holding dated on or as of June 28, 2002.

3.15 "MT. FRANKLIN HOLDINGS" means Mt. Franklin Holdings, LLC, a Delaware
limited liability company.

Page 2 of 17

3.16 "MT. FRANKLIN OPTIONS" means those options to purchase ownership
units in Mt. Franklin Holdings listed in attached Exhibit B that
were issued by Mt. Franklin Holdings pursuant to the Mt. Franklin
Holdings, LLC Option and Bonus Plan or otherwise.

3.17 "PARTIES" means the entities named in Part 2 hereof; and "Party"
means any one of such Parties.

3.18 "REPROP SHARES" means all of the issued and outstanding shares of
capital stock or other evidence of ownership, power to vote, or
control of Reprop-together with and including all other rights,
interests, or claims relating to Reprop or the assets or operations
of Reprop-owned of record, beneficially, or otherwise by Accel or
any other persons or entities.

4. RECITALS:

4.1 Mt. Franklin Holdings is a holding company whose only activity is
the ownership of 100% of Franklin Connections and its partners.
Franklin Connections operates a retail nut and foodservice nut
packaging and marketing company whose operations are located in El
Paso, Texas, and a general line candy manufacturing facility in
Juarez, Mexico. The nut business operates under the trade name "Xxxx
Nuts" while the candy sector generally operates under the "Sunrise"
trade name. In addition to the nut and candy operations, Franklin
Connections has a small operation in El Paso involved in providing
contract warehousing and distribution to other food companies.

4.2 Mt. Franklin Holdings is presently owned 34.262% by Azar and 65.738%
by Franklin Food Products. Franklin Food Products is presently owned
50.1% by Reprop Corporation and 49.9% by Kids Holding. Reprop
Corporation is a wholly-owned subsidiary of Accel.

4.3 Franklin Inmobiliarios owns the candy manufacturing building located
in Juarez, Mexico. The process equipment and leasehold improvements
for this building are owned by Franklin Connections. Franklin
Inmobiliarios is owned 50% by Corporacion Chihuahua, a Mexican
corporation that is an affiliate of Accel and Elamex USA-including
one share owned by Xxxx X. Xxxxxxx, and 50% by Naiv, S.A. de C.V., a
Mexican corporation.

4.4 Elamex USA desires to acquire all of the ownership of Mt. Franklin
Holdings and thereby all of the ownership of Franklin Connections
and its two partners. The acquisition of all of the ownership of Mt.
Franklin Holdings will be accomplished pursuant to the Xxxx
Agreement, the Kids Holding Agreement, and this Agreement.

Page 3 of 17

4.5 Elamex USA also desires to acquire all of the ownership of Franklin
Inmobiliarios. The acquisition of all of the ownership of Franklin
Inmobiliarios will be accomplished pursuant to the Franklin
Inmobiliarios Agreements.

4.6 The Parties desire to merge Reprop with and into Elamex USA pursuant
to Delaware law and the terms and provisions of this Agreement,
including the condition by Elamex USA that the Xxxx Agreement and
Kids Holding Agreement shall have closed pursuant to their terms or
as otherwise agreed by Elamex USA and that the Franklin
Inmobi-liarios Agreements shall have been executed.

4.7 The Parties have agreed that the Escrowed Shares, representing a
portion of the shares due Accel in connection with the merger of its
subsidiary Reprop with and into Elamex USA, shall be made subject to
the terms and provisions set forth in the Escrow Agreement.

5. AGREEMENTS: NOW, THEREFORE, in consideration of the mutual agreements,
representations, warranties, covenants, and provisions contained in this
Agreement, together with other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the Parties hereby adopt
the definitions set forth in Parts 2 and 3 hereof, acknowledge that the
recitals in Part 4 are substantially correct, and further agree as
follows:

5.1 MERGER OF REPROP WITH AND INTO ELAMEX USA; ELAMEX USA TO BE
SURVIVING CORPORATION. Subject to the other provisions hereof,
Reprop shall be merged with and into Elamex USA, with Elamex USA
being the Surviving Corporation. Such merger shall be effective for
accounting and tax purposes as of the Effective Date and Time. It is
the intent of the Parties that this merger be a tax free
reorganization under Section 368(a)(2)(d) of the Internal Revenue
Code of 1986, as amended.

5.2 TERMS AND CONDITIONS OF THE MERGER.

(A) GENERAL. The separate existence of Reprop, the Merged
Corporation, shall cease as of the date the certificate of
merger is issued in accordance with subsection 5.7(a)(1)
hereof by the state of Delaware reflecting the merger of
Reprop with and into Elamex USA; and Elamex USA, as the
Surviving Corporation, shall succeed to all of the rights,
privileges, immunities, franchises, and all of the real,
personal, intangible, and mixed property of Reprop, the Merged
Corporation, without the necessity of any separate deeds,
transfers, or assignments. The Surviving Corporation shall be
responsible and liable for all liabilities and obligations of
the Merged Corporation. Neither the rights of creditors nor
any liens on the property of the Merged Corporation shall be
impaired by this merger.

Page 4 of 17

(B) CONVERSION OF SHARES. All of the outstanding shares of Reprop,
the Merged Corporation, shall be converted into three hundred
sixty-six thousand eight hundred ninety-three (366,893) shares
of the common stock of Elamex, the 100% owner of Elamex USA
(the Surviving Corporation). The manner and basis of
converting the shares of Reprop, the Merged Corporation, into
shares of Elamex shall be as follows:

(1) CANCELLATION OF REPROP SHARES. All of the Reprop Shares
shall be cancelled at Closing in accordance with
subsection 5.7(a)(2) hereof.

(2) DELIVERY OF ELAMEX SHARES TO ACCEL. The three hundred
sixty-six thousand eight hundred ninety-three (366,893)
shares of the common stock of Elamex, the 100% owner of
Elamex USA (the Surviving Corporation), shall be
delivered to or for the benefit of Accel, the 100% owner
of Reprop (the Merged Corporation), as follows:

(A) SHARES NOT SUBJECT TO ESCROW. Elamex USA shall
deliver to Accel at Closing one certificate in the
name of Accel representing Two Hundred
Seventy-five Thousand One Hundred Seventy
(275,170) restricted shares of the common stock of
Elamex; AND

(B) ESCROWED SHARES. Elamex USA shall deliver to
Escrow Agent (subject to the Escrow Agreement) at
Closing one certificate in the name of Accel
representing Ninety-one Thousand Seven Hundred
Twenty-three (91,723) restricted shares of the
common stock of Elamex.

(C) CERTIFICATE OF INCORPORATION; NO CHANGE IN NAME. The
Certificate of Incorporation of Elamex USA, the Surviving
Corporation, shall continue without amendment to be
Certificate of Incorporation of the Surviving Corporation
following the merger. The name of the Surviving Corporation
shall not be changed as a result of the merger.

(D) BYLAWS. The Bylaws of Elamex USA, the Surviving Corporation,
shall continue without amendment to be its Bylaws following
the merger.

(E) DIRECTORS AND OFFICERS. The directors and officers of Elamex
USA, the Surviving Corporation, shall continue as the
directors and officers of the Surviving Corporation for the
unexpired terms of their respective offices or until their
respective successors shall have been duly elected or
appointed.

Page 5 of 17

5.3 REPRESENTATIONS AND WARRANTIES OF ACCEL. Accel represents and
warrants to Elamex, Elamex USA, and Reprop that the following
statements contained in this section 5.3 are true, correct, and
complete as of the date of this Agreement and will be true, correct,
and complete as of the date of Closing:

(A) ORGANIZATION OF ACCEL. Accel is a corporation, duly organized,
validly existing, and in good standing under the applicable
laws of the country of Mexico.

(B) AUTHORIZATION OF TRANSACTION; VOTE OF ACCEL AS SOLE
SHAREHOLDER OF REPROP IN FAVOR OF MERGER. Accel has full power
and authority to execute and deliver this Agreement and to
perform its obligations hereunder. All corporate action on the
part of Accel that would be necessary to execute and deliver
this Agreement and to consummate the transactions contemplated
hereby, including without limitation the approval of Accel's
board of directors, has been duly taken. This Agreement
constitutes the valid and legally binding obligation of Accel,
enforceable in accordance with its terms and conditions,
subject to bankruptcy, insolvency, reorganization, moratorium
and other laws relating to or affecting creditors' rights
generally and to general equity principles.

Accel is the sole shareholder of Reprop. Accel, by executing
this Agreement, does hereby vote all shares of Reprop in favor
of the merger of Reprop with and into Elamex USA as described
herein, and this paragraph shall be deemed for all purposes as
a unanimous consent in lieu of meeting of the Reprop
shareholders voting in favor of the merger of Reprop with and
into Elamex USA as described herein.

(C) NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement nor the performance of the obligations
hereunder will violate any provision of any agreement to which
Accel is a party.

(D) NO PENDING OR THREATENED LITIGATION OR CLAIMS. To the
knowledge of Accel, there is no pending or threatened
litigation or claim against Accel which would have a material
adverse effect on the transactions contemplated by this
Agreement.

5.4 REPRESENTATIONS AND WARRANTIES OF ELAMEX. Elamex represents and
warrants to Accel and Reprop that the following statements contained
in this section 5.4 are true, correct, and complete as of the date
of this Agreement and will be true, correct, and complete as of the
date of Closing:

Page 6 of 17

(A) ORGANIZATION OF ELAMEX. Elamex is a corporation, duly
organized, validly existing, and in good standing under the
applicable laws of the country of Mexico.

(B) AUTHORIZATION OF TRANSACTION; VOTE OF ELAMEX AS SOLE
SHAREHOLDER OF ELAMEX USA IN FAVOR OF MERGER. Elamex has full
power and authority to execute and deliver this Agreement and
to perform its obligations hereunder. All corporate action on
the part of Elamex that would be necessary to execute and
deliver this Agreement and to consummate the transactions
contemplated hereby, including without limitation the approval
of Elamex's board of directors, has been duly taken. This
Agreement constitutes the valid and legally binding obligation
of Elamex, enforceable in accordance with its terms and
conditions, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.

Elamex is the sole shareholder of Elamex USA. Elamex, by
executing this Agreement, does hereby vote all shares of
Elamex USA in favor of the merger of Reprop with and into
Elamex USA as described herein, and this paragraph shall be
deemed for all purposes as a unanimous consent in lieu of
meeting of the Elamex USA shareholders voting in favor of the
merger of Reprop with and into Elamex USA as described herein.

(C) NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement nor the performance of the obligations
hereunder will violate any provision of any agreement to which
Elamex is a party.

(D) NO PENDING OR THREATENED LITIGATION OR CLAIMS. There is no
pending or threatened litigation or claim against Elamex.

5.5 REPRESENTATIONS AND WARRANTIES OF ELAMEX USA. Elamex USA represents
and warrants to Accel, Elamex, and Reprop that the following
statements contained in this section 5.5 are true, correct, and
complete as of the date of this Agreement and will be true, correct,
and complete as of the date of Closing:

(A) ORGANIZATION OF ELAMEX USA. Elamex USA is a corporation, duly
organized, validly existing, and in good standing under the
laws of the state of Delaware.

(B) AUTHORIZATION OF TRANSACTION; RESTRICTED SHARES OF ELAMEX,
S.A. DE C.V. Elamex USA has full power and authority to
execute and deliver this Agreement and to perform its
obligations hereunder. All corporate action on the part of
Elamex USA that would be necessary to execute and deliver this
Agreement and

Page 7 of 17

to consummate the transactions contemplated hereby, including
without limitation the approval of Elamex USA's board of
directors, has been duly taken. This Agreement constitutes the
valid and legally binding obligation of Elamex USA,
enforceable in accordance with its terms and conditions,
subject to bankruptcy, insolvency, reorganization, moratorium
and other laws relating to or affecting creditors' rights
generally and to general equity principles.

Elamex USA shall purchase for cash from Elamex all of the
shares of common stock of Elamex to be delivered to or for the
benefit of Accel by Elamex USA at Closing pursuant to section
5.2 hereof, and at Closing all such shares shall be duly
authorized, validly issued, nonassessable, free of all liens
or other encumbrances, and restricted as herein set forth.

(C) NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement nor the performance of the obligations
hereunder will violate any provision of any agreement to which
Elamex USA is a party.

(D) NO PENDING OR THREATENED LITIGATION OR CLAIMS. There is no
pending or threatened litigation or claim against Elamex USA.

(E) ACCESS TO INFORMATION. Elamex USA has had access to all
documents, records, books and other information pertaining to
Franklin Food Products, Mt. Franklin Holdings, and Reprop that
it has desired to review, and there are no additional
materials or documents that have been sought by Elamex USA
that have not been available to Elamex USA.

(F) NO REPRESENTATIONS. Except for the representations and
warranties expressly set forth in this Agreement, Elamex USA
has not and will not rely on any representation by Accel or
Reprop regarding Reprop, Franklin Food Products, or Mt.
Franklin Holdings, or its or their financial condition or
operations.

5.6 REPRESENTATIONS AND WARRANTIES OF ACCEL AND REPROP. Accel and Reprop
represent and warrant to Elamex USA that the statements contained in
this section 5.6 are true, correct, and complete as of the date of
this Agreement and will be true, correct, and complete as of the
date of Closing:

(A) ORGANIZATION OF REPROP. Reprop is corporation, duly organized,
validly existing, and in good standing under the laws of the
state of Delaware.

(B) AUTHORIZATION OF TRANSACTION. Reprop has full power and
authority to execute and deliver this Agreement and to perform
its obligations hereunder. This

Page 8 of 17

Agreement constitutes the valid and legally binding obligation
of Reprop, enforceable in accordance with its terms and
conditions, subject to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.

(C) OUTSTANDING REPROP SHARES; NO OTHER OWNER OF REPROP SHARES.
There are presently one thousand (1,000) issued and
outstanding Reprop Shares. There is no owner of any of the
Reprop Shares other than Accel.

(D) FINANCIAL STATEMENTS OF REPROP. Reprop has provided Elamex USA
with copies of certain financial statements of Reprop, and
such financial statements properly reflect the financial
position and operations of Reprop as of the date of such
information and for the periods therein ended. There are no
taxes payable by Reprop that are not disclosed in such
financial statements.

(E) NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement nor the performance of the obligations
hereunder will violate any provision of any agreement to which
Reprop is a party.

(F) NO PENDING OR THREATENED LITIGATION OR CLAIMS. To the
knowledge of Accel and Reprop, there is no pending or
threatened litigation or claim against Reprop which would have
a material adverse effect on the transactions contemplated by
this Agreement.

(G) MT. FRANKLIN OPTIONS. To the knowledge of Accel and Reprop,
the only issued and outstanding options to purchase ownership
units in Mt. Franklin Holdings are the Mt. Franklin Options
listed in attached Exhibit B that were issued by Mt. Franklin
Holdings.

(H) INFORMATION ABOUT ELAMEX. Accel and Reprop hereby acknowledge
that they have had an opportunity to review all pertinent
facts concerning an investment in the shares of Elamex and to
ask questions of and receive answers from Elamex USA or Elamex
concerning the terms and conditions of this Agreement, the
financial status and operations of Elamex and to obtain any
additional information they considered necessary to verify the
accuracy of any information publicly available or provided to
them by Elamex USA or Elamex.

(I) INVESTMENT. To the extent Accel acquires restricted shares of
Elamex pursuant to this Agreement, Accel will acquire all such
shares for investment for its own account and not with the
view to, or for resale in connection with, any distribution
thereof. Accel understands that the restricted shares of
Elamex have not been

Page 9 of 17

registered under the Securities Act of 1933, as amended (the
"Securities Act") by reason of an exemption from the
registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of its
investment intent as expressed herein.

(J) MANNER OF OFFERING. At no time was Accel or Reprop presented
with or solicited by or through any leaflet, public
promotional meeting, television advertisement, or any other
form of general solicitation or advertising.

(K) RESTRICTED SHARES; NOT REGISTERED WITH SEC OR ANY STATE. Accel
understands that the shares of Elamex have not been registered
under the Securities Act, or the securities laws of any state,
in reliance upon exemptions from registration there-under, and
it understands and agrees that the shares of Elamex may not be
sold, offered for sale, transferred, pledged, hypothecated, or
otherwise disposed of except in compliance with the Securities
Act and any applicable state securities laws. Accel has been
advised that Elamex has no obligation and does not intend to
cause the shares of Elamex to be registered under the
Securities Act (or the securities laws of any state). Accel
understands that it may not be possible to liquidate an
investment in the shares of Elamex on an emergency basis.
Accel understands the legal consequences of the foregoing to
mean that it must bear the economic risk of its investment in
the shares of Elamex for an indefinite period of time. Accel
is aware (i) of the limitations and applicability of SEC Rule
144, (ii) that Elamex may intervene in the event of attempts
to improperly transfer any such shares, and (iii) that a
restrictive legend will be placed on certificate representing
such shares.

(L) DISCLOSURE OF INFORMATION CONCERNING FRANKLIN FOOD PRODUCTS,
MT. FRANKLIN HOLDINGS, AND Reprop. Accel and Reprop have
provided Elamex USA with all information requested by Elamex
USA regarding the assets and operations of Franklin Food
Products, Mt. Franklin Holdings, and Reprop. All such
information provided by Accel and Reprop has been true and
accurate to the best knowledge and belief of Accel and Reprop.

5.7 CONDITIONS PRECEDENT TO CLOSING. The following conditions must be
met by the Parties at Closing.

(A) CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ELAMEX AND ELAMEX
USA. The obligations of Elamex and Elamex USA to consummate
the transactions to be performed by them in connection with
the Closing of this Agreement are subject to satisfaction of
the following conditions or waiver thereof by Elamex and
Elamex USA:

10 of 17

(1) A certificate of merger shall have been issued by the
state of Delaware reflecting the merger of Reprop with
and into Elamex USA-with Elamex USA as the Surviving
Corporation; AND

(2) The certificates representing all of the Reprop Shares
shall have been cancelled to the satisfaction of Elamex
USA; AND

(3) The Xxxx Agreement shall have closed to the satisfaction
of Elamex USA; AND

(4) The Kids Holding Agreement shall have closed to the
satisfaction of Elamex USA; AND

(5) The Franklin Inmobiliarios Agreements shall have been
executed; AND

(6) JPMorgan Chase Bank shall have provided a commitment
letter to extend its $7,000,000 line of credit to
Franklin Connections through April 15, 2003, on terms
substantially unchanged; AND

(7) The representations and warranties of Accel and Reprop
set forth in sections 5.3 and 5.6 herein shall be true,
correct, and complete as of the date of Closing as
evidenced by a certificate or certificates in form and
substance reasonably satisfactory to Elamex and Elamex
USA.

(B) CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACCEL AND REPROP.
The obligations of Accel and Reprop to consummate the
transactions to be performed by them in connection with the
Closing of this Agreement are subject to satisfaction of the
following conditions or waiver thereof by Accel and Reprop:

(1) Pursuant to subsection 5.2(b)(2) hereof, Elamex USA
shall have :

(A) SHARES NOT SUBJECT TO ESCROW. Delivered to Accel
at Closing one certificate in the name of Accel
representing Two Hundred Seventy-five Thousand One
Hundred Seventy (275,170) restricted shares of the
common stock of Elamex; AND

(B) ESCROWED SHARES. Delivered to Escrow Agent
(subject to the Escrow Agreement) at Closing one
certificate in the name of Accel representing
Ninety-one Thousand Seven Hundred Twenty-three
(91,723) restricted shares of the common stock of
Elamex; AND

11 of 17

(2) The representations and warranties of Elamex and Elamex
USA set forth in sections 5.4 and 5.5 herein shall be
true, correct, and complete as of the date of Closing as
evidenced by a certificate or certificates in form and
substance reasonably satisfactory to Accel and Reprop.

5.8 MISCELLANEOUS:

(A) ENTIRE AGREEMENT; INTEGRATION. This Agreement and the Escrow
Agreement constitute the entire agreement between and among
the Parties pertaining to the subject matter hereof, and
supersedes all written or oral, prior, or contemporaneous
agreements, representations, warranties, or understandings of
the Parties pertaining or with respect thereto. No covenant,
representation, or condition not expressed herein shall affect
or be deemed to interpret, change, or restrict the express
provisions hereof.

(B) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations, warranties, covenants, and agreements of the
Parties contained in this Agreement shall survive the
execution and delivery of this Agreement and shall not be
deemed merged into any documents delivered at the time of such
execution and delivery of this Agreement or the closing
hereunder.

(C) BINDING NATURE; NO ASSIGNMENTS. The covenants and agreements
contained herein shall bind and inure to the benefit of the
Parties hereto, their respective heirs, executors,
administrators, personal or legal representatives, successors,
or permitted assigns; provided, however, that nothing in this
subsection shall be deemed to permit the conveyance, transfer,
assignment, or delegation, expressly, by operation of law, or
otherwise, by any Party of any right or interest herein
without the prior written consent of the other Party. Anything
herein to the contrary notwithstanding, however, no permitted
assignment or other disposition of all or any part of a
Party's interests herein shall relieve such Party of its
obligations hereunder.

(D) FURTHER ACTION. The Parties each agree to execute and deliver
all documents, provide all information, and take or forebear
from all such action as may be necessary and appropriate to
achieve the purposes hereof.

(E) TIME IS OF THE ESSENCE. Time is of the essence in this
Agreement.

(F) AMENDMENTS, MODIFICATIONS, APPROVALS, AND CONSENTS. Any
amendment, modification, alteration, or supplement hereto, or
any approval or consent

Page 12 of 17

requested of any Party, shall be ineffective unless it is in
writing and signed by the Party against whom enforcement is
sought.

(G) PARTIES IN INTEREST; NO THIRD-PARTY BENEFICIARIES. Except as
specifically set forth herein, nothing in this Agreement is
intended to confer any right or remedy under or by reason of
this Agreement on any person other than the Parties to this
Agreement and their respective heirs, executors,
administrators, personal or legal representatives, successors,
or permitted assigns, nor is anything in this Agreement
intended to relieve or discharge the obligation or liability
of any third person to any Party to this Agreement, nor shall
any provision hereof give any third person any right of
subrogation or action over or against any Party to this
Agreement.

(H) NOTICES. Any notice, consent, request, directive, demand, or
other communication made hereunder, pursuant hereto, or in
accordance herewith by any Party intended for any other Party
shall be in writing and shall be physically delivered, sent by
facsimile (fax) if a fax number is included for the other
Party in part 2 hereof, or sent by registered or certified
mail, properly addressed and return receipt requested with
postage prepaid, to such other Party at the address set forth
in Part 2 hereof, unless such other Party shall have
previously designated a different address or fax number by due
notice hereunder.

Notices hereunder that are physically delivered shall be
deemed effective and complete at the time of the delivery
thereof with written evidence of such delivery. Notices
hereunder that are given by facsimile (fax) shall be deemed
effective and complete at the time such facsimile (fax) is
successfully sent with printed or written evidence of such
successful sending. Notices hereunder that are given by mail
shall be deemed effective and complete as of the applicable
delivery date set forth on the requested return receipt.

(I) COSTS AND EXPENSES. Except as may be otherwise specifically
set forth herein or as otherwise agreed to by the Parties,
each Party shall bear its own costs and expenses (including
attorneys and accountants fees and costs) in connection
herewith and in connection with all things required to be done
by such Party hereunder.

Page 13 of 17

and against, any and all claims for any such brokerage
commissions, finders fees, or similar costs or fees incurred
by reason of any action taken by such indemnifying Party.

(K) ATTORNEYS FEES. If any legal action or other proceeding is
brought or commenced by any Party to enforce any of the terms
hereof because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions
hereof, the successful or prevailing Party shall be entitled
to receive as additional compensation hereunder or as
additional damages under such action all necessary and
reasonable attorneys fees, expenses, and costs, both before
and after judgment, in addition to any other relief to which
such Party may be entitled.

(L) GOVERNING LAW. This Agreement shall be governed in all
respects and construed according to the laws of the state of
Texas applied to contracts made and to be fully performed
entirely within the state of Texas between residents of the
state of Texas without giving effect to any choice or conflict
of law provision or rule (whether of the state of Texas any
other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the state of Texas, unless
any obligations hereunder shall be invalid or unenforceable
under such laws, in which event the laws of the state whose
laws can apply to and validate the obligations hereunder shall
apply. This Agreement shall be deemed executed in El Paso,
Texas.

(M) CONSTRUCTION. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the
Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship
of any of the provisions of this Agreement. Any reference to
any federal, state, local, or foreign statute or law shall be
deemed also to refer to all rules and regulations promulgated
thereunder, unless the context otherwise requires. Whenever
used herein, the word "or" shall mean "and/or," unless the
context clearly otherwise requires. Whenever used herein, the
word "including" shall mean "including without limitation,"
and the word "include" shall mean "include without
limitation."

Page 14 of 17

remedy, but nothing herein contained is intended to or shall
limit or affect any rights at law or by statute or otherwise
of any Party aggrieved as against the other Party for a breach
or threatened breach of any provision hereof, it being the
intention of this subsection 5.12(n) to make clear the
agreement of the Parties that the respective rights and
obligations of the Parties hereunder shall be enforceable in
equity as well as at law or otherwise.

(O) ARBITRATION. Anything herein to the contrary notwithstanding,
any controversy or dispute arising out of or relating to this
Agreement or its subject matter which the Parties are unable
to resolve within thirty (30) days after written notice by one
Party to the other Party of the existence of such controversy
or dispute, may be submitted to binding arbitration by any
Party. If so submitted to arbitration, the matter shall be
finally settled by binding arbitration conducted in accordance
with the then current rules and procedures of the American
Arbitration Association. Such arbitration shall take place in
El Paso, Texas. The decision by the arbitrator on any matter
submitted to arbitration shall be binding and conclusive upon
the Parties, their respective heirs, executors,
administrators, personal or legal representatives, successors,
or permitted assigns, as the case may be, and they shall
comply with such decision in good faith. Each Party hereby
submits itself to the jurisdiction of the state and federal
courts within the state of Texas for the entry of judgment
with respect to the decision of the arbitrator hereunder.
Judgment upon the award may be entered in any state or federal
court within the state of Texas or any other court having
jurisdiction.

(P) NO WAIVER. No failure by any Party to insist upon the strict
performance of any covenant, duty, agreement, term, or
condition hereof or to exercise any right or remedy upon a
breach thereof shall constitute a waiver of any such breach or
of such or any other covenant, duty, agreement, term, or
condition, whether or not similar. Any Party by notice
pursuant to the terms hereof may, but shall be under no
obligation, waive any of its rights or any condition or
conditions to its obligations hereunder, or any covenant,
duty, agreement, term, or condition of any other Party. No
waiver shall constitute a continuing waiver or affect or alter
the remainder hereof, and each and every other covenant, duty,
agreement, term, and condition hereof shall continue in full
force and effect with respect to any other then existing or
subsequently occurring breach.

(Q) SEVERABILITY. In the event that any condition, covenant, term,
or other provision contained herein is held to be invalid or
void by any court of competent jurisdiction, the same shall be
deemed severable from the remainder hereof and shall in no way
affect any other condition, covenant, term, or provision
contained herein. If such condition, covenant, term, or other
provision shall be deemed

Page 15 of 17

invalid due to its scope and breadth, such provision shall be
deemed valid to the extent of the scope or breadth permitted
by law.

(R) COVENANT OF GOOD FAITH. Each Party agrees to act reasonably
and in good faith in the performance of any acts required of
such Party hereunder.

(S) FORCE MAJEURE. No Party shall be responsible for delays or
failure in performance resulting from acts beyond the
reasonable control of such Party. Such acts shall include acts
of God, strikes, lockouts, riots, acts of war or terrorism,
epidemics, governmental regulation imposed after the fact,
fires, communication line failures, power failures,
earthquakes, or other disasters.

(T) TITLES AND CAPTIONS. All part, section, subsection, and other
titles, headings, and captions herein are included for
purposes of convenience only, and shall not be deemed a part
hereof and shall in no way define, limit, extend, or describe
the scope or intent of any of the provisions hereof.

(U) PRONOUNS AND PLURALS. Whenever the context may require, any
pronoun used herein shall include the corresponding masculine,
feminine, or neuter forms, and the singular form of nouns,
pronouns, and verbs shall include the plural and vice versa.

(V) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one
Agreement binding on the executing Parties if each Party named
in Part 2 hereof shall have executed at least one counterpart
signature page of this Agreement notwithstanding that all of
the Parties are not signatories of the same full copy of this
Agreement or the same counterpart signature page of this
Agreement.

IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement on or
as of the date first set forth above.

"ACCEL" ACCEL, S.A. DE C.V.
A Mexican Corporation

By /s/ Xxxxxx X. Xxxxxxxxx
------------------------------
Xxxxxx X. Xxxxxxxxx
President

Page 16 of 17

"ELAMEX" ELAMEX, S.A. DE C.V.
A Mexican Corporation

By /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
President

"ELAMEX USA" ELAMEX, S.A. DE C.V.
A Delaware Corporation

By /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
President

"REPROP" ELAMEX, S.A. DE C.V.
A Delaware Corporation

By /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxx
President

Page 17 of 17

EXHIBIT A - FORM OF ESCROW AGREEMENT

Exhibit A

EXHIBIT B - MT. FRANKLIN OPTIONS

Management Options - Pre-2000: Mt. Franklin Time Options @ $12.87:

Representing 70,730 Options held by Azar in Mt. Xxxxx- Xxxxxx X. Xxxxxx . . . . . . . . . . . . 18,000
lin Holdings that were exercisable only to the extent that Xxxxxxx X. Xxxxxx. . . . . . . . . . . . 32,000
the following "mirror options" held by the individuals Xxxxxxx Xxxxxxx. . . . . . . . . . . . . 12,000
named below in Xxxx were exercised: Xxxxxx Xxxxxxxx. . . . . . . . . . . . . 12,000
Xxxx Xxxxxxx . . . . . . . . . . . . . . 3,000
Xxxxxx X. Xxxxxx . . . . . . . . . . . . 17,520 Xxxxx Xxxxxxx-Morodo . . . . . . . . . . 50,000
Xxxxxxx X. Xxxxxx. . . . . . . . . . . . 38,210
Xxxxxxx Xxxxxxx. . . . . . . . . . . . . 7,500 Total . . . . . . . . . . . . . . . . . 127,000
Xxxxxx Xxxxxxxx. . . . . . . . . . . . . 7,500

Total. . . . . . . . . . . . . . . . 70,730

Non-management Options - Pre-2000: Mt. Franklin Performance Options @ $12.87:

Representing 32,600 Options held by Azar in Mt. Xxxxx- Xxxxxx X. Xxxxxx . . . . . . . . . . . . 25,000
lin Holdings that were exercisable only to the extent that Xxxxxxx X. Xxxxxx. . . . . . . . . . . . 43,000
the following "mirror options" held by the individuals Xxxxxxx X. Xxxxxx . . . . . . . . . . . 1,000
named below in Xxxx were exercised: Xxxxxxx Xxxxxxx. . . . . . . . . . . . . 18,000
Xxxxxx Xxxxxxxx. . . . . . . . . . . . . 18,000
Estate of Xxxxxx X. Xxxxxx . . . . . . . 4,680 Xxxx X. Xxxxxxx. . . . . . . . . . . . . 5,000
Xxxxxxx X. Xxxxxxxx . . . . . . . . . . 5,160 Xxxx Xxxxxxx . . . . . . . . . . . . . . 1,800
Xxxxx X. Xxxxxx. . . . . . . . . . . . . 20,360 Xxxx Xxxxxx. . . . . . . . . . . . . . . 3,000
F. Xxxxxx Xxxxx . . . . . . . . . . . . 1,200 Xxxxx Xxxx . . . . . . . . . . . . . . . 8,000
Xxxxxxxx X. van den Broek. . . . . . . . 1,200 Xxxxxxx Xxxxx. . . . . . . . . . . . . . 1,000
Xxxxx Xxxxxx . . . . . . . . . . . . . . 2,000
Xxx Xxxxxxxx . . . . . . . . . . . . . . 500
Total. . . . . . . . . . . . . . . . 32,600 Xxxxxxxx Xxxxxxxxx . . . . . . . . . . . 4,000
Xxxx Xxxxxx. . . . . . . . . . . . . . . 2,000
Xxxx Xxxxxx. . . . . . . . . . . . . . . 2,000
Grant Basset . . . . . . . . . . . . . . 2,000
Xxxxx Xxxxxxx. . . . . . . . . . . . . . 2,000
Xxxxxxx Xxxxxx . . . . . . . . . . . . . 1,000
Xxxx Xxxxxx. . . . . . . . . . . . . . . 1,000
Xxx Xxxxxx . . . . . . . . . . . . . . . 200
Xxx Xxxx . . . . . . . . . . . . . . . . 2,000
Xxxx Xxxxxxx . . . . . . . . . . . . . . 1,500
Xxxx Xxxxxxx . . . . . . . . . . . . . . 1,500
Xxxxx Xxxxxxx . . . . . . . . . . . . . 1,500
Xxx Xxxxx. . . . . . . . . . . . . . . . 1,500

Total . . . . . . . . . . . . . . 148,500

Exhibit B

ESCROW AGREEMENT-REPROP

Between and Among

ACCEL, S.A. DE C.V.
A Mexican Corporation
"Accel"

ELAMEX, S.A. DE C.V.
A Mexican Corporation
"Elamex"

ELAMEX USA, CORP.
A Delaware Corporation and Wholly-owned
Subsidiary of Elamex, S.A. de C.V.
"Elamex USA"

REPROP CORPORATION
A Delaware Corporation and Wholly-owned
Subsidiary of Accel, S.A. de C.V.
"Reprop"

and

XXXXX X. XXXXXXXXXXX
Attorney at Law
"Escrow Agent"

June 28, 2002

Contents
Page
----

1. Date ............................................................................1

2. Parties .........................................................................1
2.1 Accel, S.A. de C.V .......................................................1
2.2 Elamex, S.A. de C.V ......................................................1
2.3 Elamex USA, Corp. ........................................................1
2.4 Reprop Corporation .......................................................1
2.5 Xxxxx X. Xxxxxxxxxxx .....................................................1

3. Defined Terms ..................................................................1
3.1 "Agreement" ..............................................................1
3.2 "Escrowed Shares" ........................................................2
3.3 "Reprop Merger Agreement" ................................................2
3.4 "Parties" ................................................................2

4. Recitals ........................................................................2

5. Agreements ......................................................................3
5.1 Deposit of Escrowed Shares ...............................................3
5.2 Terms of Escrow ..........................................................3
(a) Holding of Escrowed Shares by Escrow Agent ........................3
(b) Delivery of Escrowed Shares by Escrow Agent .......................3
(1) Additional Defined Terms ...................................3
(A) "Franklin Audited Net Income (Loss) for 2002" .......3
(B) "Franklin Audited Net Income for 2003" ..............4
(C) "Franklin Base Net Loss for 2002" ...................4
(D) "Xxxxxxxx Xxxxx Loss for 2002" ......................4
(E) "Franklin Claw-Back Loss" ...........................4
(2) Determination of Franklin Audited Net Income (Loss)
for 2002 ...................................................5
(3) Delivery of Escrowed Shares IF Franklin Audited Net
Income (Loss) for 2002 is ($1,220,000) or Less .............5
(4) Delivery of Escrowed Shares IF Franklin Audited Net
Income (Loss) for 2002 is Greater Than ($1,220,000) ........5
(A) Determination of Franklin Audited Net Income for
2003 ...................................................6
(B) Determination of Franklin Claw-Back Loss ...............6
(C) IF Franklin Claw-Back Loss is ($3,341,991.06) or
Greater ................................................6
(D) IF Franklin Claw-Back Loss is Greater than $0.00
But Less Than ($3,341,991.06) ..........................6

(c) Right of Accel to Purchase Escrowed Shares ........................8
(d) Additional Understandings Between Elamex USA and Accel ............8
5.3 Duties and Obligations of Escrow Agent ...................................9
(a) Specifically Provided Duties and Obligations ......................9
(b) Advice of Counsel ................................................10
(c) Not Bound by Other Agreements; Amendment to this Agreement .......10
(d) Uncertain or Conflicting Demands .................................10

Page i of ii

(e) Reliance Upon Written Documents ..................................10
(f) No Required Legal Proceedings ....................................10
(g) Resignation of Escrow Agent; Replacement of Escrow Agent .........11
(h) No Fiduciary Duty by Escrow Agent to Elamex USA or Accel .........11
5.4 Escrow Agent Compensation and Expenses ..................................11
5.5 Indemnification .........................................................11
5.6 Miscellaneous ...........................................................12
(a) Entire Agreement; Integration ....................................12
(b) Survival of Representations and Warranties .......................12
(c) Binding Nature; No Assignments ...................................12
(d) Further Action ...................................................12
(e) Time is of the Essence ...........................................13
(f) Amendments, Modifications, Approvals, and Consents ...............13
(g) Parties in Interest; No Third-Party Beneficiaries ................13
(h) Notices ..........................................................13
(i) Costs and Expenses ...............................................13
(j) No Brokerage Commissions, Finders Fees, or Similar Costs .........14
(k) Attorneys Fees ...................................................14
(l) Governing Law ....................................................14
(m) Construction .....................................................14
(n) Rights and Remedies ..............................................15
(o) Arbitration ......................................................15
(p) No Waiver ........................................................15
(q) Severability .....................................................16
(r) Covenant of Good Faith ...........................................16
(s) Force Majeure ....................................................16
(t) Titles and Captions ..............................................16
(u) Pronouns and Plurals .............................................16
(v) Counterparts .....................................................16

Page ii of ii

ESCROW AGREEMENT-REPROP

1. DATE: June 28, 2002

2. PARTIES:

2.1 ACCEL, S.A. DE C.V., a Mexican corporation having a mailing address of
Attention: Xxxxxx X. Xxxxxxxxx, Circuito 5 Del Parque Industrial Las
Americas S/N, Col. Panamericana, Chihuahua, Chih., X.X. 00000, Xxxxxx,
and a facsimile (fax) number of (000) 000-0000 (herein "Accel").

2.3 ELAMEX USA, CORP., a Delaware corporation and wholly-owned subsidiary
of Elamex, S.A. de C.V., having a mailing address of Attention:
Xxxxxxx X. Xxxxxxx, Elamex Third Floor, 0000 X. Xxxx, Xxxxxxxx X, Xx
Xxxx, Xxxxx 00000, and a facsimile (fax) number of (000) 000-0000
(herein "Elamex USA").

2.4 REPROP CORPORATION, a Delaware corporation, having a mailing address
of Attention: Xxxxxx X. Xxxxxxxxx, 0000 X. Xxxx, Xxxxxxxx X, Xxxxx
Xxxxx, Xx Xxxx, Xxxxx 00000, and a facsimile (fax) number of (915)
542-1456 (herein "Reprop").

2.5 XXXXX X. XXXXXXXXXXX, Attorney at Law, having a mailing address of
0000 Xxxxx 0000 Xxxx, Xxxxx Xxxxx, Xxxx 00000, and a facsimile (fax)
number of (000) 000-0000 (herein "Escrow Agent").

3. DEFINED TERMS: The terms defined in this Part 3 shall have the meanings
herein specified for all purposes of this Agreement, unless the context
clearly otherwise requires:

3.1 "AGREEMENT" or "Escrow Agreement-Reprop" means this Escrow
Agreement-Reprop together with and including any and all attachments,
appendices, or exhibits referred to herein and any and all
modifications, alterations, amendments, and supplements hereto--all of
which shall be deemed for all purposes of this Agreement to have been
incorporated in this Agreement by this reference as if separately
spelled out in this Agreement. The words "hereby," "herein," "hereof,"
"hereto," "hereunder," and "herewith" when used in this Agreement
shall refer to and mean a reference to this

Page 1 of 18

entire Agreement unless restricted to a reference in context to a
particular portion of this Agreement.

3.2 "ESCROWED SHARES" means those Ninety-one Thousand Seven Hundred
Twenty-three (91,723) restricted shares of common stock of Elamex
delivered to Escrow Agent and subject to this Agreement pursuant to
subsection 5.2(b)(2)(B) of the Reprop Merger Agreement, together with
and including any related stock powers and any stock dividends or
other distributions relating thereto.

3.3 "REPROP MERGER AGREEMENT" means that certain plan and agreement of
merger between and among Accel, Elamex, Elamex USA, and Reprop dated
on or as of June 28, 2002. Capitalized terms that are used and not
defined in this Agreement but that are defined in the Reprop Merger
Agreement shall have the meanings set forth in the Reprop Merger
Agreement.

3.4 "PARTIES" means the entities or individuals named in Part 2 hereof;
and "Party" means any one of such Parties.

4. RECITALS:

4.1 Accel, Elamex, Elamex USA, and Reprop have entered into the Reprop
Merger Agreement for the purpose of the merger of Reprop with and into
Elamex USA-with Elamex USA to be the Surviving Corporation.

4.2 Accel, Elamex, Elamex USA, and Reprop have agreed in the Reprop Merger
Agreement that the Escrowed Shares (representing approximately 25% of
the Elamex shares otherwise due to Accel pursuant to the Reprop Merger
Agreement) shall be made subject to the terms and provisions of this
Agreement.

4.3 Accel, Elamex, Elamex USA, and Reprop desire to provide herein a
mechanism for the holdback of the Escrowed Shares and for the delivery
of all or part of the Escrowed Shares to Accel or for the delivery of
all or part of the Escrowed Shares back to Elamex USA conditioned upon
the events described herein.

4.4 Escrow Agent is willing to act as Escrow Agent with respect to the
receipt, holding, and delivery of the Escrowed Shares, all in
accordance with the terms, provisions, and conditions of this
Agreement.

Page 2 of 18

5. AGREEMENTS: NOW, THEREFORE, in consideration of the mutual agreements,
covenants, and provisions contained in this Agreement, together with other
good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby adopt the definitions set forth in
Parts 2 and 3 hereof, acknowledge that the recitals in Part 4 are
substantially correct, and further agree as follows:

5.1 DEPOSIT OF ESCROWED SHARES. Concurrently with the execution hereof and
pursuant to subsections 5.2(b)(2)(B) and 5.7(b)(1)(B) of the Reprop
Merger Agreement, Elamex USA and Accel shall deliver and deposit with
Escrow Agent the Escrowed Shares (i.e., one certificate in the name of
Accel representing Ninety-one Thousand Seven Hundred Twenty-three
(91,723) restricted shares of the common stock of Elamex together with
a duly executed stock power relating thereto).

5.2 TERMS OF ESCROW.

(A) HOLDING OF ESCROWED SHARES BY ESCROW AGENT. Escrow Agent shall
hold the Escrowed Shares in escrow until the Escrowed Shares are
delivered out of escrow pursuant to this section 5.2 or as
otherwise set forth in the Agreement.

(B) DELIVERY OF ESCROWED SHARES BY ESCROW AGENT.

(1) ADDITIONAL DEFINED TERMS. The terms defined in this
subsection 5.2(b)(1) shall have the meanings herein
specified for all purposes of this Agreement, unless the
context clearly otherwise requires:

(A) "FRANKLIN AUDITED NET INCOME (LOSS) FOR 2002" means the
audited net income (loss) before taxes of Mt. Franklin
Holdings and its subsidiaries for calendar year 2002
calculated using generally accepted accounting
principles consistently applied and consistent with
accounting principles used in the audited financial
statements of Mt. Franklin Holdings and its
subsidiaries for the year ended December 31, 2001;
provided, however, that there shall be appropriate
adjustments in arriving at the Franklin Audited Net
Income (Loss) for 2002 to eliminate the incremental
effects of any asset write-ups, depreciation thereon,
liability accruals, or similar items that are the
result of the transactions contemplated by this
Agreement and the Xxxx Agreement, the Kids Holding
Agreement, and the Franklin Inmobiliarios Agreements.

Page 3 of 18

(B) "FRANKLIN AUDITED NET INCOME FOR 2003" means the
audited net income before taxes of Mt. Franklin
Holdings and its subsidiaries for calendar year 2003
calculated using generally accepted accounting
principles consistently applied and consistent with
accounting principles used in the audited financial
statements of Mt. Franklin Holdings and its
subsidiaries for the years ended December 31, 2001, and
December 31, 2002; provided, however, that there shall
be appropriate adjustments in arriving at the Franklin
Audited Net Income for 2003 to eliminate the
incremental effects of any asset write-up, depreciation
thereon, liability accruals, and similar items that are
the result of the transactions contemplated by this
Agreement and the Xxxx Agreement, the Kids Holding
Agreement, and the Franklin Inmobiliarios Agreements;
and provided further, however, that if the audited net
income (loss) before taxes of Mt. Franklin Holdings and
its subsidiaries for calendar year 2003 shall be a net
loss, then and in such event the Franklin Audited Net
Income for 2003 shall be deemed to be zero ($0.00) for
all purposes of this Agreement.

(C) "FRANKLIN BASE NET LOSS FOR 2002" means the positive
amount of one million two hundred twenty thousand
dollars ($1,220,000).

(D) "XXXXXXXX XXXXX LOSS FOR 2002" means the sum of the
Franklin Audited Net Income (Loss) for 2002 PLUS the
Franklin Base Net Loss for 2002.

By way of example only: if the Franklin Audited Net
Income (Loss) for 2002 were a net (loss) of
($1,970,000), then the Xxxxxxxx Xxxxx Loss for 2002
would be ($750,000) - i.e., ($1,970,000) PLUS
$1,220,000.

By way of example only: if the Franklin Audited Net
Income (Loss) for 2002 were a net (loss) of
($5,000,000), then the Xxxxxxxx Xxxxx Loss for 2002
would be ($3,780,000) - i.e., ($5,000,000) PLUS
$1,220,000.

(E) "FRANKLIN CLAW-BACK LOSS" means the sum of the Xxxxxxxx
Xxxxx Loss for 2002 PLUS the Franklin Audited Net
Income for 2003.

By way of example only and using the same numbers as
used in the first example in subsection 5.2(b)(1)(D)
above: if the Xxxxxxxx Xxxxx

Page 4 of 18

Loss for 2002 were ($750,000) and the Franklin Audited
Net Income for 2003 were a net income of $3,000,000,
then the Franklin Claw-Back Loss would be $2,250,000 -
i.e., the ($750,000) PLUS $3,000,000. In this example
the Franklin Claw-Back Loss is a positive number and
the effect is that the Franklin Claw-Back Loss is zero.

By way of example only and using the same numbers as
used in the second example in subsection 5.2(b)(1)(D)
above: if the Xxxxxxxx Xxxxx Loss for 2002 were
($3,780,000) and the Franklin Audited Net Income for
2003 were a net income of $3,000,000, then the Franklin
Claw-Back Loss would be ($780,000) - i.e., the
($3,780,000) PLUS $3,000,000.

(2) DETERMINATION OF FRANKLIN AUDITED NET INCOME (LOSS) FOR
2002. Notice of the Franklin Audited Net Income (Loss) for
2002 shall be given Escrow Agent by Elamex USA and Accel as
soon as practicable, including a complete copy of such
financial statements with the auditors report manually
signed.

(3) DELIVERY OF ESCROWED SHARES IF FRANKLIN AUDITED NET INCOME
(LOSS) FOR 2002 IS ($1,220,000) OR LESS. If the Franklin
Audited Net Income (Loss) for 2002 is ($1,220,000) or less -
i.e., if it is not a loss of greater than such amount, then
and in such event Escrow Agent shall forthwith deliver all
certificates representing the Escrowed Shares out of escrow
to Accel. Anything herein to the contrary notwithstanding,
upon such delivery of the certificates representing the
Escrowed Shares to Accel pursuant to this subsection
5.2(b)(3), Escrow Agent shall be discharged from any and all
further responsibility or liability with respect to the
Escrowed Shares or this Agreement, Elamex USA shall promptly
pay to Escrow Agent all monies which may be owed Escrow
Agent for Escrow Agent's services and expenses hereunder,
and this Agreement shall be deemed terminated and of no
further force or effect, and subsection 5.2(b)(4) hereof
shall not apply.

(4) DELIVERY OF ESCROWED SHARES IF FRANKLIN AUDITED NET INCOME
(LOSS) FOR 2002 IS GREATER THAN ($1,220,000). If the
Franklin Audited Net Income (Loss) for 2002 is greater than
($1,220,000) - i.e., if it is a loss of greater than such
amount), then and in such event Escrow Agent shall continue
to hold the Escrowed Shares until a reasonable time after
Escrow

Page 5 of 18

Agent has received notice in 2004 of the Franklin Audited
Net Income for 2003.

(A) DETERMINATION OF FRANKLIN AUDITED NET INCOME FOR 2003.
Notice of the Franklin Audited Net Income for 2003
shall be given Escrow Agent by Elamex USA and Accel as
soon as practicable, including a complete copy of such
financial statements with the auditors report manually
signed.

(B) DETERMINATION OF FRANKLIN CLAW-BACK LOSS. As soon as
practicable after the Franklin Audited Net Income for
2003 shall have been determined and notice thereof
given to Escrow Agent, Elamex USA and Accel shall
determine the Franklin Claw-Back Loss and shall give
notice thereof to Escrow Agent.

(C) IF FRANKLIN CLAW-BACK LOSS IS ($3,341,991.06) OR
GREATER. If the Franklin Claw-Back Loss is
($3,341,991.06)1 or greater and subject to right of
Accel set forth in subsection 5.2(c), then and in such
event Escrow Agent shall deliver all certificates
representing the Escrowed Shares out of escrow to
Elamex USA. Escrow Agent shall give notice to Accel of
Escrow Agent's intent to deliver such certificates to
Elamex USA, and Accel shall have twenty (20) days after
such notice to exercise its right set forth in
subsection 5.2(c) and pay for the Escrowed Shares.
Anything herein to the contrary notwithstanding, upon
such delivery of the certificates representing the
Escrowed Shares to Elamex USA or Accel pursuant to this
subsection 5.2(b)(4)(C), Escrow Agent shall be
discharged from any and all further responsibility or
liability with respect to the Escrowed Shares or this
Agreement, Elamex USA shall promptly pay to Escrow
Agent all monies which may be owed Escrow Agent for
Escrow Agent's services and expenses hereunder, and
this Agreement shall be deemed terminated and of no
further force or effect, and subsection 5.2(b)(4)(D)
hereof shall not apply.

(D) IF FRANKLIN CLAW-BACK LOSS IS GREATER THAN $0.00 BUT
LESS THAN ($3,341,991.06). If the Franklin Claw-Back
Loss is greater than zero dollars but less than
($3,341,991.06) and subject to right of Accel set

--------------------------
1 $3,341,991.06 times 50% times 50.1% times 65.738% equals $550,338. $550,338
divided by $6 equals 91,723.

Page 6 of 18

forth in subsection 5.2(c), then and in such event
Escrow Agent shall deliver the Escrowed Shares out of
escrow as follows:

(1) ESCROWED SHARES TO ELAMEX USA. The number of
Escrowed Shares that shall be delivered by Escrow
Agent out of escrow to Elamex USA shall be
determined by multiplying the Franklin Claw-Back
Loss by 16.467%2 and dividing the product thus
derived by $6.00.

By way of example only: if the Franklin Claw-Back
Loss were ($780,000), then the number of Escrowed
Shares that Escrow Agent would deliver out of
escrow to Elamex USA would be 21,407 Escrowed
Shares - i.e., ($780,000) times 16.467% divided by
$6.00.

Escrow Agent shall give notice to Accel of Escrow
Agent's intent to deliver such certificates to
Elamex USA, and Accel shall have twenty (20) days
after such notice to exercise its right set forth
in subsection 5.2(c) and pay for the Escrowed
Shares.

(2) ESCROWED SHARES TO ACCEL. The remaining Escrowed
Shares, after the delivery out of escrow to Elamex
USA pursuant to subsection 5.2(b)(4)(D)(1), shall
be delivered by Escrow Agent out of escrow to
Accel.

By way of example only: if the number of Escrowed
Shares otherwise delivered out of escrow to Elamex
USA were 21,407, then the number of Escrowed
Shares to be delivered out of escrow to Accel
would be 70,316 - i.e., 91,723 minus 21,407.

Anything herein to the contrary notwithstanding, upon
such delivery of all of the Escrowed Shares to Elamex
USA and Accel pursuant to this subsection 5.2(b)(4)(D),
Escrow Agent shall be discharged from any and all
further responsibility or liability with respect to the
Escrowed Shares or this Agreement, Elamex USA shall
promptly pay to Escrow Agent all monies which may be
owed Escrow Agent for Escrow Agent's services and
expenses hereunder, and this Agreement shall be deemed
terminated and of no further force or effect.

-------------------------
2 50% times 50.1% times 65.738% equals 16.467%.

Page 7 of 18

(C) RIGHT OF ACCEL TO PURCHASE ESCROWED SHARES. Anything to the
contrary herein notwithstanding, if pursuant to the terms
and provisions of this Agreement any Escrowed Shares would
otherwise be delivered back to Elamex USA, then and in such
event Accel shall have the right to purchase the applicable
Escrowed Shares for the payment to Elamex USA of six dollars
($6.00) per share.

(D) ADDITIONAL UNDERSTANDINGS BETWEEN ELAMEX USA AND ACCEL. For
purposes of determining net income (loss) before taxes of
Mt. Franklin Holdings and its subsidiaries for any period
described herein or any other amounts described herein, the
following shall apply:

(1) Elamex USA agrees that it will cause Mt. Franklin
Holdings and its subsidiaries to be operated in a
manner not to intentionally affect the computation or
determination of the Franklin Claw-Bank Loss.

(2) Elamex USA agrees that it will promptly deliver to
Accel complete copies of the Franklin Audited Net
Income (Loss) for 2002, as well as the Franklin Audited
Net Income for 2003, before the same shall be given
Escrow Agent. Further, Elamex USA agrees that it will
likewise deliver its computation of the Franklin
Claw-Back Loss before the same shall be given Escrow
Agent. In each case and anything herein to the contrary
notwithstanding, Accel shall have a reasonable period
of time to review such information and shall have
reasonable access to the books and records of Mt.
Franklin Holdings and its subsidiaries, as well as the
ability to meet and discuss any questions and seek such
additional information as Accel shall feel it needs
from the chief financial officer of Elamex USA or Mt.
Franklin Holdings and its subsidiaries; and Elamex USA
agrees that it will not deliver any of such information
to Escrow Agent until Accel shall be reasonably
satisfied that all calculations have been properly made
and applied.

(3) The shelter agreement between Franklin Connections and
Elamex, or its subsidiary, will remain in effect under
its current terms and conditions.

(4) The Xxxxxx xxxxx building lease or guaranty between
Franklin Connections and Confecciones xx Xxxxxx, X.X.
de C.V., will remain in effect under no less favorable
terms and conditions, except that it will be treated as
a capital lease.

Page 8 of 18

(5) Except for direct expenses incurred on behalf of Mt.
Franklin Holdings and its subsidiaries, Elamex and its
subsidiaries will not make any charges to Mt. Franklin
Holdings and its subsidiaries for any general corporate
overhead.

(6) In the case that the current CFO of Mt. Franklin
Holdings and its subsidiaries provides CFO services to
Elamex, and its subsidiaries, his salary including
benefits shall be prorated between Elamex, and its
subsidiaries, and Mt. Franklin Holdings and its
subsidiaries.

(7) At its option, Elamex USA can continue to keep in place
the $3,000,000 subordinated loan made to Franklin
Connections accruing interest at 12% per annum.

(8) To the extent Elamex and its subsidiaries are required
to make funds available to Mt. Franklin Holdings and
its subsidiaries to fund short term working capital
requirements in addition to the minimum of $7.5 million
of new equity already contemplated, Elamex and its
subsidiaries shall be entitled to receive interest on
such funds based on commercial lending rates not to
exceed the same rate charged by JPMorgan Chase Bank on
its line of credit.

(9) In the event that Elamex and its subsidiaries are
required to make additional funds available to Mt.
Franklin Holdings and its subsidiaries in order to
maintain financial covenants required by any lender to
Mt. Franklin Holdings and its subsidiaries or to fund
capital expenditures for Phase I or II or to fund
payments for long term slotting arrangements, Elamex
and its subsidiaries may do so by making subordinated
loans with interest not to exceed twelve percent (12%)
per annum.

5.3 DUTIES AND OBLIGATIONS OF ESCROW AGENT.

(A) SPECIFICALLY PROVIDED DUTIES AND OBLIGATIONS. The Parties agree
that the duties and obligations of the Escrow Agent are only such
as are herein specifically provided and no other. Escrow Agent's
duties are as a depositary only, and the Escrow Agent shall incur
no liability whatsoever, except as a direct result of Escrow
Agent's gross negligence or willful misconduct.

Page 9 of 18

(B) ADVICE OF COUNSEL. Escrow Agent may consult with counsel of
Escrow Agent's choice, and shall not be liable for any action
taken, suffered, or omitted by Escrow Agent in accordance with
the advice of such counsel.

(C) NOT BOUND BY OTHER AGREEMENTS; AMENDMENT TO THIS AGREEMENT.
Escrow Agent shall not be bound in any way by the terms of any
other agreement to which Elamex USA and Accel are parties,
whether or not Escrow Agent has knowledge thereof, and the Escrow
Agent shall not in any way be required to determine whether or
not any other agreement has been complied with by Elamex USA or
Accel, or any other party thereto. Escrow Agent shall not be
bound by any modification, amendment, termination, cancellation,
or rescission of this Agreement unless the same shall be in
writing and signed by each of Elamex USA and Accel, and agreed to
in writing by Escrow Agent.

(D) UNCERTAIN OR CONFLICTING DEMANDS. In the event that Escrow Agent
shall be uncertain as to Escrow Agent's duties or rights
hereunder or shall receive instructions, claims, or demands
which, in Escrow Agent's opinion, are in conflict with any of the
provision of this Agreement, Escrow Agent shall be entitled to
refrain from taking any action, other than to keep safely all
Escrowed Shares held in escrow, until Escrow Agent shall jointly
be directed otherwise in writing by Elamex USA and Accel or by a
final award of an arbitrator or a final judgment of a court of
competent jurisdiction.

(E) RELIANCE UPON WRITTEN DOCUMENTS. Escrow Agent shall be fully
protected in relying upon any written notice, demand,
certificate, or document which Escrow Agent, in good faith,
believes to be genuine. Escrow Agent shall not be responsible for
the sufficiency or accuracy of the form, execution, validity, or
genuineness of documents or securities now or hereafter deposited
hereunder, or of any endorsement thereon, or for any lack of
endorsement thereon, or for any description therein; nor shall
Escrow Agent be responsible or liable in any respect on account
of the identity, authority, or rights of the persons executing or
delivering or purporting to execute or deliver any such
documents, security, or endorsement.

(F) NO REQUIRED LEGAL PROCEEDINGS. Escrow Agent shall not be required
to institute legal proceedings of any kind and shall not be
required to defend any legal proceedings that may be instituted
against Escrow Agent or with respect to the Escrowed Shares.

Page 10 of 18

(G) RESIGNATION OF ESCROW AGENT; REPLACEMENT OF ESCROW AGENT. If
Escrow Agent at any time, in Escrow Agent's sole discretion,
deems it necessary or advisable to relinquish custody of the
Escrowed Shares, Escrow Agent may do so by giving at least 30
days written notice to the other Parties of Escrow Agent's
intention and thereafter delivering the Escrowed Shares to any
other escrow agent mutually agreeable to Elamex USA and Accel,
or, if no such escrow agent shall be selected within 20 days of
Escrow Agent's notification to Elamex USA and Accel of Escrow
Agent's desire to so relinquish custody of the Escrowed Shares,
then and in such event Escrow Agent may choose a replacement
Escrow Agent hereunder. Upon delivery of the Escrowed Shares to
the replacement Escrow Agent, the Escrow Agent shall be
discharged from any and all further responsibility or liability
with respect to the Escrowed Shares or this Agreement and Elamex
USA shall promptly pay to Escrow Agent all monies which may be
owed Escrow Agent for Escrow Agent's services and expenses
hereunder.

For any reason (including Escrow Agent's death or inability to
serve hereunder), Elamex USA and Accel may jointly name a
replacement Escrow Agent by giving at least 30 days written
notice thereof to the other Parties. Escrow Agent shall thereupon
deliver the Escrowed Shares to such replacement Escrow Agent.
Upon delivery of the Escrowed Shares to the replacement Escrow
Agent, the Escrow Agent shall be discharged from any and all
further responsibility or liability with respect to the Escrowed
Shares or this Agreement and Elamex USA shall promptly pay to
Escrow Agent all monies which may be owed Escrow Agent for Escrow
Agent's services and expenses hereunder.

(H) NO FIDUCIARY DUTY BY ESCROW AGENT TO ELAMEX USA OR ACCEL. This
Agreement shall not create any fiduciary duty on Escrow Agent's
part to Elamex USA or Accel, nor disqualify Escrow Agent from
representing any Party in any dispute with any other Party,
including any dispute with respect to the Escrowed Shares. Accel
understands, acknowledges, and agrees that Escrow Agent has acted
and will continue to act as counsel to Elamex USA.

5.4 ESCROW AGENT COMPENSATION AND EXPENSES. Escrow Agent shall be entitled
to reasonable compensation for serving as Escrow Agent, as well as
reimbursement of all costs and expenses incurred in connection
herewith. Elamex USA shall pay all Escrow Agent compensation and
expenses hereunder.

5.5 INDEMNIFICATION. Elamex USA and Accel, jointly and severally, hereby
indemnify and hold the Escrow Agent harmless from and against any and
all losses, damages, taxes, liabilities, and expenses that may be
incurred, directly or indirectly, by the

Page 11 of 18

Escrow Agent, arising out of or in connection with Escrow Agent's
acceptance of appointment as the Escrow Agent hereunder or the
performance of Escrow Agent's duties pursuant to this Agreement,
including all legal costs and expenses of the Escrow Agent incurred
defending itself against any claim or liability in connection with
Escrow Agent's performances hereunder and the costs of recovery of
amounts pursuant to this section 5.5. Notwithstanding the foregoing,
Escrow Agent shall not be entitled to indemnification for any losses,
damages, taxes, liabilities, and expenses arising as a direct result
of Escrow Agent's gross negligence or willful misconduct.

5.6 MISCELLANEOUS:

(A) ENTIRE AGREEMENT; INTEGRATION. This Agreement and the Reprop
Merger Agreement constitute the entire agreement between and
among the Parties pertaining to the subject matter hereof, and
supersedes all written or oral, prior, or contemporaneous
agreements, representations, warranties, or understandings of the
Parties pertaining or with respect thereto. No covenant,
representation, or condition not expressed herein shall affect or
be deemed to interpret, change, or restrict the express
provisions hereof.

(B) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations,
warranties, covenants, and agreements of the Parties contained in
this Agreement shall survive the execution and delivery of this
Agreement and shall not be deemed merged into any documents
delivered at the time of such execution and delivery of this
Agreement or the closing hereunder.

(C) BINDING NATURE; NO ASSIGNMENTS. The covenants and agreements
contained herein shall bind and inure to the benefit of the
Parties hereto, their respective heirs, executors,
administrators, personal or legal representatives, successors, or
permitted assigns; provided, however, that nothing in this
subsection shall be deemed to permit the conveyance, transfer,
assignment, or delegation, expressly, by operation of law, or
otherwise, by any Party of any right or interest herein without
the prior written consent of the other Party. Anything herein to
the contrary notwithstanding, however, no permitted assignment or
other disposition of all or any part of a Party's interests
herein shall relieve such Party of its obligations hereunder.

(D) FURTHER ACTION. The Parties each agree to execute and deliver all
documents, provide all information, and take or forebear from all
such action as may be necessary and appropriate to achieve the
purposes hereof.

Page 12 of 18

(E) TIME IS OF THE ESSENCE. Time is of the essence in this Agreement.

(F) AMENDMENTS, MODIFICATIONS, APPROVALS, AND CONSENTS. Any
amendment, modification, alteration, or supplement hereto, or any
approval or consent requested of any Party, shall be ineffective
unless it is in writing and signed by the Party against whom
enforcement is sought.

(G) PARTIES IN INTEREST; NO THIRD-PARTY BENEFICIARIES. Except as
specifically set forth herein, nothing in this Agreement is
intended to confer any right or remedy under or by reason of this
Agreement on any person other than the Parties to this Agreement
and their respective heirs, executors, administrators, personal
or legal representatives, successors, or permitted assigns, nor
is anything in this Agreement intended to relieve or discharge
the obligation or liability of any third person to any Party to
this Agreement, nor shall any provision hereof give any third
person any right of subrogation or action over or against any
Party to this Agreement.

(H) NOTICES. Any notice, consent, request, directive, demand, or
other communication made hereunder, pursuant hereto, or in
accordance herewith by any Party intended for any other Party
shall be in writing and shall be physically delivered, sent by
facsimile (fax) if a fax number is included for the other Party
in part 2 hereof, sent by nationally recognized overnight
delivery service (with receipt requested), or sent by registered
or certified mail, properly addressed and return receipt
requested with postage prepaid, to such other Party at the
address set forth in Part 2 hereof, unless such other Party shall
have previously designated a different address or fax number by
due notice hereunder. The Escrow Agent shall be given copies of
all notices given by any Party under this Agreement.

Notices hereunder that are physically delivered shall be deemed
effective and complete at the time of the delivery thereof with
written evidence of such delivery. Notices hereunder that are
given by facsimile (fax) shall be deemed effective and complete
at the time such facsimile (fax) is successfully sent with
printed or written evidence of such successful sending. Notices
hereunder that are given by nationally recognized overnight
delivery service shall be deemed effective and complete the next
business day. Notices hereunder that are given by mail shall be
deemed effective and complete as of the applicable delivery date
set forth on the requested return receipt.

(I) COSTS AND EXPENSES. Except as may be otherwise specifically set
forth herein or as otherwise agreed to by the Parties, each Party
shall bear its own costs and

Page 13 of 18

expenses (including attorneys and accountants fees and costs) in
connection herewith and in connection with all things required to
be done by such Party hereunder.

(J) NO BROKERAGE COMMISSIONS, FINDERS FEES, OR SIMILAR COSTS. Each of
the Parties hereby represents and warrants that there is no claim
for brokerage commissions, finders fees, or similar costs or fees
in connection with the transactions contemplated by this
Agreement. Each of the Parties hereto will pay or discharge, and
will indemnify, defend, and hold harmless the other Party from
and against, any and all claims for any such brokerage
commissions, finders fees, or similar costs or fees incurred by
reason of any action taken by such indemnifying Party.

(K) ATTORNEYS FEES. If any legal action or other proceeding is
brought or commenced by any Party to enforce any of the terms
hereof because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions
hereof, the successful or prevailing Party shall be entitled to
receive as additional compensation hereunder or as additional
damages under such action all necessary and reasonable attorneys
fees, expenses, and costs, both before and after judgment, in
addition to any other relief to which such Party may be entitled.

(L) GOVERNING LAW. This Agreement shall be governed in all respects
and construed according to the laws of the state of Texas applied
to contracts made and to be fully performed entirely within the
state of Texas between residents of the state of Texas without
giving effect to any choice or conflict of law provision or rule
(whether of the state of Texas any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than
the state of Texas, unless any obligations hereunder shall be
invalid or unenforceable under such laws, in which event the laws
of the state whose laws can apply to and validate the obligations
hereunder shall apply. This Agreement shall be deemed executed in
El Paso, Texas.

(M) CONSTRUCTION. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal,
state, local, or foreign statute or law shall be deemed also to
refer to all rules and regulations promulgated thereunder, unless
the context otherwise requires. Whenever used herein, the word
"or" shall mean

Page 14 of 18

"and/or," unless the context clearly otherwise requires. Whenever
used herein, the word "including" shall mean "including without
limitation," and the word "include" shall mean "include without
limitation."

(N) RIGHTS AND REMEDIES. The rights and remedies of the Parties
hereunder shall not be mutually exclusive, and the exercise of
one or more of the provisions hereof shall not preclude the
exercise of any other provisions. Each of the Parties confirms
that damages may be an inadequate remedy for a breach or
threatened breach of any provision hereof. The respective rights
and obligations hereunder shall be enforceable by specific
performance, injunction, or other equitable remedy, but nothing
herein contained is intended to or shall limit or affect any
rights at law or by statute or otherwise of any Party aggrieved
as against the other Party for a breach or threatened breach of
any provision hereof, it being the intention of this subsection
5.12(n) to make clear the agreement of the Parties that the
respective rights and obligations of the Parties hereunder shall
be enforceable in equity as well as at law or otherwise.

(O) ARBITRATION. Anything herein to the contrary notwithstanding, any
controversy or dispute arising out of or relating to this
Agreement or its subject matter which the Parties are unable to
resolve within thirty (30) days after written notice by one Party
to the other Party of the existence of such controversy or
dispute, may be submitted to binding arbitration by any Party. If
so submitted to arbitration, the matter shall be finally settled
by binding arbitration conducted in accordance with the then
current rules and procedures of the American Arbitration
Association. Such arbitration shall take place in El Paso, Texas.
The decision by the arbitrator on any matter submitted to
arbitration shall be binding and conclusive upon the Parties,
their respective heirs, executors, administrators, personal or
legal representatives, successors, or permitted assigns, as the
case may be, and they shall comply with such decision in good
faith. Each Party hereby submits itself to the jurisdiction of
the state and federal courts within the state of Texas for the
entry of judgment with respect to the decision of the arbitrator
hereunder. Judgment upon the award may be entered in any state or
federal court within the state of Texas or any other court having
jurisdiction.

Page 15 of 18

gations hereunder, or any covenant, duty, agreement, term, or
condition of any other Party. No waiver shall constitute a
continuing waiver or affect or alter the remainder hereof, and
each and every other covenant, duty, agreement, term, and
condition hereof shall continue in full force and effect with
respect to any other then existing or subsequently occurring
breach.

(Q) SEVERABILITY. In the event that any condition, covenant, term, or
other provision contained herein is held to be invalid or void by
any court of competent jurisdiction, the same shall be deemed
severable from the remainder hereof and shall in no way affect
any other condition, covenant, term, or provision contained
herein. If such condition, covenant, term, or other provision
shall be deemed invalid due to its scope and breadth, such
provision shall be deemed valid to the extent of the scope or
breadth permitted by law.

(R) COVENANT OF GOOD FAITH. Each Party agrees to act reasonably and
in good faith in the performance of any acts required of such
Party hereunder.

(S) FORCE MAJEURE. No Party shall be responsible for delays or
failure in performance resulting from acts beyond the reasonable
control of such Party. Such acts shall include acts of God,
strikes, lockouts, riots, acts of war or terrorism, epidemics,
governmental regulation imposed after the fact, fires,
communication line failures, power failures, earthquakes, or
other disasters.

(T) TITLES AND CAPTIONS. All part, section, subsection, and other
titles, headings, and captions herein are included for purposes
of convenience only, and shall not be deemed a part hereof and
shall in no way define, limit, extend, or describe the scope or
intent of any of the provisions hereof.

(V) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one
Agreement binding on the executing Parties if each Party named in
Part 2 hereof shall have executed at least one counterpart
signature page of this Agreement notwithstanding that all of the
Parties are not signatories of the same full copy of this
Agreement or the same counterpart signature page of this
Agreement.

Page 16 of 18

IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement on or
as of the date first set forth above.

"ACCEL" ACCEL, S.A. DE C.V.
A Mexican Corporation

By /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxx
President

"ELAMEX" ELAMEX, S.A. DE C.V.
A Mexican Corporation

By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
President

"ELAMEX USA" ELAMEX USA, CORP.
A Delaware Corporation

By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
President

"REPROP" REPROP CORPORATION
A Delaware Corporation

By /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxx
President

Page 17 of 18

"ESCROW AGENT" /s/ Xxxxx X. Xxxxxxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxxxxxx
Attorney at Law

Page 18 of 18

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EXHIBIT 1 REPROP PLAN AND AGREEMENT OF MERGER Between and Among

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