EXHIBIT 99.3

               (English Translation of Original Spanish Document)

AGREEMENT ENTERED INTO BY AND BETWEEN THE COCA-COLA EXPORT CORPORATION, MEXICO
BRANCH, REPRESENTED BY MR. EDUARDO ARROCHA GIO, ATTORNEY IN FACT OF SUCH
COMPANY, HEREINAFTER REFERRED TO AS "COEXPORT", AND GRUPO INDUSTRIAL SANTA
ENGRACIA, S.A. DE C.V., REPRESENTED BY MESSRS. FEDERICO VEYTIA FERNANDEZ AND
RUBEN CONCHAS BOJALIL, ATTORNEYS IN FACT OF SUCH COMPANY, HEREINAFTER REFERRED
TO AS "THE MAQUILADORA COMPANY", WITH THE PURPOSE OF TERMINATING THE PROCESSING
AGREEMENT, PURSUANT TO THE FOLLOWING STATEMENTS AND CLAUSES.

                                   STATEMENTS

The Parties, through their legal representatives, state that:

I.- On August 22, 1997, they executed a processing agreement, hereinafter
referred to as THE AGREEMENT, in order to compel the MAQUILADORA COMPANY to
process and to transform raw material, property of COEXPORT, consisting in
Italian lemon.

II.- The term of THE AGREEMENT covered the processing of the raw material
harvested during the month of September, 1997 until the month of July, 2007. The
terms and conditions of delivery, processing and considerations were stipulated
therein.

III.- They agree to execute this agreement in order to terminate THE AGREEMENT
in advance, pursuant to the following:

CLAUSES

FIRST.- The parties reciprocally acknowledge their capacity in order to bind
themselves to the provisions of this agreement.

SECOND.- The parties hereby terminate THE AGREEMENT in its entirety for all
legal purposes that could derive herein, and reciprocally grant the broadest
release available under law, in connection with their obligations stated under
THE AGREEMENT, acknowledging that as of the date hereof, they will not have any
action or claim in relation to such AGREEMENT, waiving to any right they might
have under the AGREEMENT. Notwithstanding the above mentioned, the Maquiladora
shall comply until its complete satisfaction with such obligations under the
Agreement enforceable prior to April 30, 2003, related to the delivery of the
products and sub-products (juice and oil) of the main harvest of year 2002 and
the harvest of April 2003..

THIRD.- The Parties state that they execute this agreement by mutual consent and
that there is no vice of consent that could annul this Agreement .

FOURTH.- The Parties agree to submit themselves, for the interpretation and
compliance with the terms of this Agreement, to the jurisdiction of the
competent courts of Mexico City, Federal District, waiving to any other
preferential jurisdiction by means of their present or future domiciles or
otherwise.

In witness whereof, the Parties execute this Agreement in two counterparts in
Mexico, Federal District, on April 11, 2003.




BY:   COEXPORT                               BY:   THE MAQUILADORA COMPANY

------------------------------               -----------------------------------
Eduardo Arrocha Gio                          Federuci Veytia Fernandez

                                             -----------------------------------
                                             Ruben Conchas Bojalil


WITNESS:                                     WITNESS:

-------------------------                    -----------------------------------
Mr. Eduardo Zago                             Mr. Rodrigo Gomez Alarcon


WITNESS:                                     WITNESS:

--------------------------                   -----------------------------------
Mr. Leonel Kuhliger                          Mr. David Ziegler