UNIMARK GROUP INC
AGREEMENT FOR EJIDO LAND TRANSFER
<DOCUMENT>
<TYPE>EX-10.63
<SEQUENCE>10
<FILENAME>d08214exv10w63.txt
<DESCRIPTION>AGREEMENT FOR EJIDO LAND TRANSFER
<TEXT>
<PAGE>

                                                                   Exhibit 10.63

               (English Translation of Original Spanish Document)

IN EJIDO (COMUNAL SYSTEM) LAGUNA DEL MANTE, MUNICIPIO DE VALLES, SAN LUIS
POTOSI, AT 11:00 HOURS ON DECEMBER SIXTH OF THE YEAR TWO THOUSAND ONE, BEFORE
THE WITNESSES WHOSE NAMES ARE PROVIDED AT THE END OF THIS DOCUMENT, APPEAR:

Ejido "LAGUNA DEL MANTE", Municipio de Valles, San Luis Potosi, represented by
DELFINO CEDILLO RUIZ, J. SANTOS GOMEZ HERNANDEZ, ADRIAN CASTILLO VILLALON,
AURELIO GONZALEZ MARTINEZ, EVARISTO GARCES MARTINEZ and JUAN HERNANDEZ GARCIA,
respectively, Chairman, Secretary and Treasurer of the Ejido Commissariat,
hereinafter "THE EJIDO" and "GRUPO INDUSTRIAL SANTA ENGRACIA", S.A. DE C.V.,
hereinafter "THE COMPANY", represented by the Chairman of the Board of
Directors, JOSE MARIA MARTINEZ BROHEZ, whose legal domicile is Kilometro 12
Carretera Cd. Victoria-Monterrey, and who is in transit through this location.

"GRUPO INDUSTRIAL SANTA ENGRACIA", S.A. DE C.V., represented by the Chairman of
the Board of Directors, JOSE MARIA MARTINEZ BROHEZ, with legal domicile at
Kilometro 12 Carretera Cd. Victoria-Monterrey, and who is in transit through
this location.

THE APPEARING PARTIES ARE PERSONALLY KNOWN BY THE WITNESSES PRESENT AT THIS ACT,
WHO DEEM THEY ENJOY SUFFICIENT LEGAL CAPACITY TO CONTRACT AND TO BIND
THEMSELVES, AND MANIFESTED: THAT THEY COME TO EXECUTE AN AGREEMENT, WHICH THEY
BIND TO THE TENOR OF THE FOLLOWING REPRESENTATIONS AND CLAUSES:

                                 REPRESENTATIONS

I.- BY THE "EJIDO":

a) Legal Existence.- That it is an Ejido legally established under presidential
resolution of August 20, 1973, published in the Federal Official Gazette on
November 26th of the same year, and fully executed on January 24, 1974, with a
total area of 45,040-00-00 hectares.

b) Legal Capacity.- The Ejido Representatives prove their legal capacity with
the minutes of the General Meeting by Ejido Members held July 14, 2001 that
elected them, minutes that were registered in the National Agrarian Registry
under folio 24RA0000802; aforementioned document is attached hereto in the form
of a certified copy.

c) That the Ejido has an area of 2,100-54-55.78 hectares (TWO THOUSAND ONE
HUNDRED HECTARES, FIFTY-FOUR ARES, FIFTY-FIVE POINT SEVENTY-EIGHT CENTIARES) of
land of common use; and that such area receives irrigation from the "La Lajilla"
Dam under Title of Concession number 09SLP109942/26ABGE99 issued by the National
Water Commission on December 30, 1999 for a total volume of 28,000,000.00 cubic
meters a year, for agricultural use, Concession with a 10-year duration
following the date when issued. That in the City of Mexico, Federal District, on
January 10, 2000, entry was made under first in matriculation of the
above-mentioned Title of Concession comprised of five pages, in the Registry
Book of the State of San Luis Potosi under registration number 09SLP102041,
folio 1, volume B-R09, page 28.

d).- That on March 27, 2001, the General Meeting by the Ejido Members authorized
conveyance of 14,000,000.00 (FOURTEEN MILLION CUBIC METERS) of water per year to
Grupo Industrial Santa Engracia, S.A. de C.V. for a production project, that
consists in establishing and exploiting an orchard of Italian Lime and other
citric fruits in the area subject matter of this Instrument, where
aforementioned

<PAGE>

Company would be in charge of handling the corresponding formalities before the
National Water Commission according to the applicable legislation.

e).- That contribution to "THE COMPANY" as provided in Article 75 and Title Six
of the Agrarian Law in respect to the area mentioned in paragraph c) above is
currency under formality procedures.

f).- That in the year nineteen hundred and ninety-eight they authorized "THE
COMPANY" to receive possession of aforementioned area to develop the project
that consisted in planting Italian Lime trees.

g).- That general meetings by the Ejido Members held November 11 and 25, 2001
authorized the execution of this Agreement under the conditions set forth in the
respective minutes, and its subscription through the legal representatives of
the Ejido. Certified copy of aforementioned minutes is annexed hereto.

II.- BY "THE COMPANY"

a).- LEGAL EXISTENCE.- JOSE MARIA MARTINEZ BROHEZ proves the legal capacity of
the Company which he represents with first Notarial copy of public deed number
nine hundred fifty-three dated August second nineteen hundred and eighty-eight,
granted and attested before Blanca Amalia Cano de Bello, ascribed to Notary
Public Office Number One Hundred Eighty-Seven, in exercise in the First Judicial
District, with residence in Ciudad Victoria, Tamaulipas, document that was
entered in the Public Registry of Commerce, Commerce Section, under number 65,
book 57, dated August 29, 1988.

b).- LEGAL CAPACITY. With first Notarial copy of deed four thousand one hundred
forty, volume one hundred one of the protocol of public instruments kept by
Guadalupe Soledad Alvarez Berlanga, ascribed to Notary Public Office Number 220,
in exercise in the First Judicial District of the State of Tamaulipas, with
residence in Ciudad Victoria, dated August first of two thousand one, document
that was duly entered in the Public Registry of Commerce of the State under the
following data: Commerce Section, Number 287, Volume 4-006, Book ONE, dated
August 22, 2001, whereof the following essential part is transcribed: "...
granted to JOSE MARIA MARTINEZ BROHEZ and MANUEL GUADALUPE MARTINEZ ARTEAGA with
"A" signatures... and the following powers of attorney: 1.- GENERAL POWER OF
ATTORNEY FOR LAWSUITS AND COLLECTIONS.- In order to represent the Company with
all general authority, and inclusive, special authority that according to the
Law requires a special clause, without any limitation whatsoever according to
Articles 2554 (two thousand five hundred fifty-four), paragraph one and 2587
(two thousand five hundred eighty-seven) of the Civil Code of the Federal
District for local matters, applicable to the entire Republic for federal
matters, and correlated articles 1890 (one thousand eight hundred ninety) and
1922 (one thousand nine hundred twenty-two) of the Civil Code of the State of
Tamaulipas and of the other states of the Mexican Republic. Consequently, as an
example, but not limited thereto, the Attorneys in Fact are authorized to
represent the Company before individuals, corporations and all kind of
authorities of any forum, whether they are Judicial (Civil or Criminal),
Administrative or Labor Authorities, Federal as Local, throughout the entire
Mexican Republic and Abroad, at court or outside court; file all kind of Civil,
Criminal or Labor proceedings, including the Direct or Indirect "Amparo"
Proceeding (private rights enforcement remedy), and follow these through all
instances and abandon them; file motions for explanation of sentence,
revocation, appeals and any other; consent to those which are favorable and
request revocation if otherwise ruled, answer claims filed against the Company;
formulate and file charges, complains or accusations, and assist the Government
Attorney Representative in criminal proceedings, able to present the Company as
a civil party in those proceedings and grant pardon when it consider worthy;
recognize signatures in documents and argue against false signatures presented
by the counterpart; present witnesses, attend the presentation of those of the
counterpart, interrogate them and counter-question them, present and answer
interrogatories, reach settlements and compromise in arbitration, and object
against Magistrates, Judges and other judicial, administrative officers, without
a reason, with a reason, or under legal affirmation, and appoint experts.- 2.-
GENERAL POWER OF ATTORNEY FOR ACTS OF ADMINISTRATION.- With all general
authority and special authority that according to the Law requires a special
clause, according to paragraph two of Article 2554 (two thousand five hundred
fifty-four) of the Civil Code of the Federal District in local matters,
applicable to the entire Republic in federal matters, and the correlated
articles, article 1890 (one

<PAGE>

thousand eight hundred ninety) of the Civil Code of the State of Tamaulipas and
of the other states of the Mexican Republic.

An "A" or "B" signature shall be required too exercise the GENERAL POWERS OF
ATTORNEY FOR LAWSUITS AND COLLECTIONS AND ACTS OF ADMINISTRATION referred to in
the above items. Under the same conditions and only for the same purposes, the
above-mentioned powers of attorney may be substituted as provided in Article two
thousand five hundred seventy-two of the Civil Code of the Federal District in
local matters, and applicable to the entire Republic in federal matters.---".
Certified copy of aforementioned power of attorney is annexed hereto. Having
proven the legal existence of his principal and the authority whereby he attends
the execution of this act, the attorney in fact declares under affirmation that
his principal enjoys the necessary authority to execute this Agreement, and that
to date, the authority whereby he appears has not been revoked, modified or
extinguished in any manner whatsoever.

c).- That by request from his principal a topographic survey was drawn up
following the technical guidelines required by the National Agrarian Registry in
respect to the area mentioned in representation I (ONE), paragraph c, survey
that both parties totally agree to, as it was performed before all the members
of the Ejido without any objection by any of the Ejido members, the members of
the Ejido Commissariat or the Auditing Committee, and therefore, the survey was
performed without any inconvenience;, copy of aforementioned drawing is attached
to this Agreement, in virtue that the area consigned therein is the same as the
area granted under lease, area where an Italian Lime orchard is planted.

d).- That his principal acknowledges it has been informed of the procedures for
contributing land of common use referred to in paragraph c) of representation
one, and agrees to automatically rescind this Agreement the moment such
contribution is legally formalized.

III.- BY BOTH PARTIES:

"THE EJIDO" and "THE COMPANY" agree that the provisions of this Agreement shall
have effect per the date when a meeting for contribution of land of common use
by "THE EJIDO" to "THE COMPANY" is held according to the Agrarian law.

Having put forth the above, the PARTIES grant the following:

                                     CLAUSES

FIRST.- "THE EJIDO" binds itself to continue procedures to contribute
aforementioned common use land, and at the due moment call and hold a meeting
for such contribution according to the Agrarian Law in effect for the transfer
of that area to "THE COMPANY". In addition, it shall endorse to THE COMPANY, or
whomever the latter determines, when legally possible, the certificates of
Series T shares that are issued for such contribution.

SECOND.- Upon signing the lease agreement that is executed on this date, "GRUPO
INDUSTRIAL SANTA ENGRACIA", S.A. DE C.V., represented by JOSE MARIA MARTINEZ
BROHEZ delivers to "THE EJIDO" P$220,000.00 (TWO HUNDRED TWENTY THOUSAND PESOS
00/100 MEXICAN CURRENCY), which includes settlement of approximately 12-00-00
(TWELVE HECTARES) of surplus amounts pending of the total area of the project
and the first yearly installment; amounts for which the representatives of "THE
EJIDO" acknowledge receipt to their entire satisfaction, and hereby issue the
most effective receipt according to the Law.

THIRD.- In addition, "GRUPO INDUSTRIAL SANTA ENGRACIA", S.A. DE C.V.,
represented by JOSE MARIA MARTINEZ BROHEZ, binds itself to deliver to "THE
EJIDO" P$1,500,000.00 (ONE MILLION FIVE HUNDRED THOUSAND PESOS 00/100 MEXICAN
CURRENCY), payable as follows:

<PAGE>

1.- Upon signing aforementioned lease agreement and this instrument, it delivers
P$100,000.00 (ONE HUNDRED THOUSAND PESOS 00/100 MEXICAN CURRENCY) to the legal
representatives of "THE EJIDO", who receive it to their entire satisfaction, and
hereby issue the most effective receipt according to the Law.

2.- The remaining amount shall be paid in fourteen yearly installments, each for
P$100,000.00 (ONE HUNDRED THOUSAND PESOS 00/100 MEXICAN CURRENCY) or, if the
amount were higher, US$10,000.00 (TEN THOUSAND DOLLARS, UNITED STATES OF AMERICA
CURRENCY) during 14 (FOURTEEN) years, payable as of the date of the shareholders
meeting which approves the contribution of land of common use made to THE
COMPANY and transfer the title of shares that correspond to "THE EJIDO". Such
amount shall be allocated to the social development and community works
determined by THE EJIDO.

FOURTH.- This Agreement shall be in effect for 15 (FIFTEEN) years as of the date
when the lease agreement mentioned in the preceding clause is executed.

FIFTH.- For purposes of construction of this Agreement the Parties bind
themselves to the competent courts of Ciudad Valles, San Luis Potosi, or those
that may correspond by reason of jurisdiction, whatever their location.

SIXTH.- Both parties record evidence in this Agreement that there does not exist
nor do they recognize any error, deceit, injury violence, intimidation, or any
fault in consent that may cause its nullity, and therefore declare valid all and
each part of this instrument.

<PAGE>

Having read this AGREEMENT and having been well informed of its content, value
and legal force, the intervening parties signed it before the witnesses, MANUEL
G. MARTINEZ ARTEAGA and ABEL SERNA DIAZ, who are Mexican citizens, of age,
married, both residents of Victoria, Tamaulipas, who are in transit through this
location and are qualified to testify such acts.

EJIDO "LAGUNA DE MANTE", MUNICIPIO VALLES, S.L.P.
EJIDO COMMISSARIAT

CHAIRMAN
____________________                                  _________________________
DELFINO CEDILLO RUIZ                                  J. SANTOS GOMEZ HERNANDEZ

TREASURER
________________________
ADRIAN CASTILLO VILLALON

AUDITING COMMITTEE
CHAIRMAN
__________________________________________________
AURELIO GONZALEZ MARTINEZ EVARISTO GARCES MARTINEZ

SECRETARY
______________________
JUAN HERNANDEZ GARCIA

"GRUPO INDUSTRIAL SANTA ENGRACIA", S.A. DE C.V.

__________________________
JOSE MARIA MARTINEZ BROHEZ

__________________________   _______________
MANUAL G. MARTINEZ ARTEAGA   ABEL SERNA DIAZ

All front pages of this document carry a rubber stamp with the Coat of Arms of
Mexico and the legend: Guillermo Gonzalez R. Notary Public No. 3, State of San
Luis Potosi, Ciudad Valles, S.L.P.

<PAGE>

I, GUILLERMO GONZALEZ MEZA, NOTARY PUBLIC NUMBER THREE IN EXERCISE IN THIS
JUDICIAL DISTRICT:

--- CERTIFY: That before me appeared DELFINO CEDILLO RUIZ, a born Mexican
citizen, born December twenty-fourth nineteen hundred fifty-seven, married, a
Farmer, a native of this Ciudad Valles, San Luis Potosi, whose address is known,
in Ejido Laguna del Mante, Municipio de Valles, San Luis Potosi; J. SANTOS GOMEZ
HERNANDEZ, a born Mexican citizen, born on December eleventh nineteen hundred
sixty-four, married, a Farmer, a native of Rio Verde, San Luis Potosi, whose
address is Calle Justo Sierra sin numero, Ejido Laguna del Mante, Municipio de
Valles, San Luis Potosi; ADRIAN CASTILLO VILLALON, a born Mexican citizen, born
March fourth nineteen hundred fifty, married, a Farmer, a native of Tamasopo,
San Luis Potosi, whose domicile is know, in Ejido Laguna del Mante, Municipio de
Valles, San Luis Potosi; AURELIO GONZALEZ MARTINEZ, a born Mexican citizen, born
December second nineteen hundred sixty-eight, married, a Farmer, a native of
Cuatlamayan, Municipio de Tancanhuitz de Santos, San Luis Potosi, whose domicile
is known in Ejido Laguna del Mante, Municipio de Valles, San Luis Potosi; JUAN
HERNANDEZ GARCIA, a born Mexican citizen, born January twenty-seventh nineteen
hundred sixty-four, married, a Farmer, a native of San Martin Chalchicuauhtla,
San Luis Potosi, whose address is known, in Ejido Laguna del Mante, Municipio de
Valles, San Luis Potosi; JOSE MARIA MARTINEZ BROHEZ, as Chairman of the Board of
Directors of the GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V., a born Mexican
citizen, born one June eighth nineteen hundred forty-two, married, a
Professional, a native and resident of Ciudad Victoria, Tamaulipas, whose
domicile is Calle Sabino number one thousand four hundred three, Fraccionamiento
Residencial Campestre, he proves his legal capacity with Notarial Copy of Public
Deed number four thousand one hundred forty of volume one hundred one dated
August first of two thousand one, granted and attested before Guadalupe Soledad
Alvarez Berlanga, Notary ascribed to Notary Public Office number two hundred
twenty, in exercise in Ciudad Victoria, Tamaulipas, and entered in the Public
Registry of Property and Commerce of Ciudad Victoria in the Commerce Section as
number two hundred eighty-seven of volume four dash zero zero six, Book One,
dated August twenty-second of two thousand one, whereby GENERAL POWER OF
ATTORNEY FOR LAWSUITS AND COLLECTIONS, ACTS OF ADMINISTRATION AND OWNERSHIP was
granted to him; as well as the witnesses, MANUEL G. MARTINEZ ARTEAGA, a born
Mexican citizen, born on December twenty-eighth nineteen hundred forty-three,
married, a professional, a native and resident of Ciudad Victoria, Tamaulipas,
whose domicile is Calle Aldama number six hundred forty-nine, Colonia Morelos;
and ABEL SERNA DIAZ, a born Mexican citizen, born July thirtieth nineteen
hundred fifty-one, married, an Employee, a native of Llera, Tamaulipas, and
resident of Ciudad Victoria, Tamaulipas, whose domicile is Calle Conrado
Castillo number three hundred fifty-one, Colonia Pedro Jose Mendez; they
respectively identify themselves with voting card CDRZDL five seven one two two
four two four H two zero zero, GMHRJX six four one two one one two four H three
zero zero, CSVLAD five zero zero three zero four two four H nine zero zero,
GNMRAR six eight one two zero two two four H eight zero zero, GRMREV five, zero
zero one two six two four H five zero zero, HRGRJN six four zero one two seven
two four H three zero zero, MRBRJS four two zero six zero eight two eight H four
zero zero, MRARMN four one one two two eight two eight H nine zero zero and
SRDZAB five one zero seven three zero two eight H four zero zero, issued by the
Federal Electoral Department; the undersigned Notary proceeded to read the
content of this Agreement dated December seventeenth of the year two thousand
one to the grantors and having explained to them its legal consequences, they
ratified all and each part of it, and signed it before me, in virtue whereof I
stamp and sign this certification in the City of Valles, State of San Luis
Potosi, on the seventeenth day of December of the year two thousand one.- Record
number TWENTY-EIGHT THOUSAND EIGHT HUNDRED SEVENTY-FIVE OF VOLUME EIGHT HUNDRED
EIGHT of this same date was drawn up, and copy of such document is added to the
appendix of my protocol as number TWO THOUSAND THREE HUNDRED FIFTY-SIX.

I ATTEST.

_______________________
GUILLERMO GONZALEZ MEZA


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