SHAREHOLDERS’AGREEMENT

The agreement,made this day of， _____by and between ____， a corporation duly organized and existing under the laws of mexico and having its principal office at_____________mexico (hereinafter referred to as “____ ”)，represented by_________and ____ ，a corporation duly organized and ex－isting under the laws of_____________ and having its principal office at (hereinafter referred to as “____ ”)， represented by__________.
SETH
WHEREAS，____ has been established with the purpose _________among other things， of investing ___________ business， and is now desirous of becoming engaged in the manufacturing and selling Contract business;
WHEREAS， ____ has for many years been engaged in _______________， among other things， research， development and production of certain Contract Products and in the sale of such Products in various parts of the world; WHEREAS， ____ has experience in manufacturing Contract PRODUCTS in overseas coun-tries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS.
WHEREAS， ____ and ____ are desirous of cooperating with each other in jointly setting-up a new company in Mexico to manufacture Contract　PRODUCTS hereinafter more particularlydescribed; andWHEREAS，____ and____ are desirous that said new company will obtain technical assistance from ____ for manufacturing such PRODUCTS and ____ is willing to furnish such technical assistance to the new company; NOW， THEREFORE in consideration of the premises and the mutual covenants herein contained， it is hereby mutually agreed as follows:
CLAUSE 1. INCORPORATION OF NEW COMPANY:
1.1 For the purpose of forming a new company to engage in manufacturing and selling the “PRODUCTS”defined in 2.1 of CLAUSE 2， both parties hereby agree to incorporate jointly in Mesico a stock Corporation of variable capital under the Commercial Code of Mexico， with such corporation’s Articles of Incorporation to be in the form attached hereto as Exhibit A， which shall be an integral part of this Agremment， such new corporationto be hereinafter referred to as “PCAM”.
The name of FCAM shall be:subjectto the provisions of Articles of Incorporation of FCAM.
1.2 The percentage ownership of the respective parties hereto in the capital stock of FCAM shall be，________and its three designees an aggregate of fifty-one percent (51%)， and ____ and its three designees. an aggregate of forty-nine percent
(49% )， which percentage shall bemaintained without change at all times during the term of this Agreement， unless otherwise expressly agreed in writing by both parties hereto.
In order to conform to the requirements of Mexican law that a stock corporation shall at all times have at least five (5) shareholders. each of ____ and ____ may appoint three (3)designees， each of whom shall own one (1)， but not more than one (1)， share of FCAM out of their respective shareholdings during the term of this Agreement.____ and____ shall at all times be responsible for their respective designees compliance with the provjsions of thisAgreement and the Articles of INcorporation of FCAM applicable to X and Y so long as any of them or their successors or assigns hold said shares of FCAM. prior to the appointment of them or their successors or assigns hold said shares of FCAM. prior to the appointment of such designees._____and _______shallconsult with each other.
1.3 During the term of this Agreement， neither party hereto shall (whether voluntarily or by operation of law or otherwise sell， assign， transfer， mortgage， pledge， encumber， grant a security interest in， or in any other manner
dispose of attempt to dispose of (hereinafter sometimes referred to as “dispose” or “disposition”)， any or all of the shares of FCAM (or any right or interest therein) which may now or hereafterbe owned by either party hereto， execpt in accordance with the terms and conditions of this Agreementand the Artticles of Incorporation of FCAM.
1.4 ______’s investment in the initial capitial of FCAM or in any subsequent increase of the authorities of the________ Government.
1.5 Promptly after the incorporation of FCAM， both parties hereto shall cause FCAM to file application for and obtain its own registration as well as that for X and Y’s shares in FCAM at the National Registry of Foreign Investment of the Mexican Government as required by the Law to promote Mexican Investments and to Regulate Foreign nvestments.
CLAUSE
2. PRODUCTS TECHNICAL ASSISTANCE:
2.1 Products to be manufactured and sold by FCAM shall be ___________specified to be hereinafter referred to as “contract PRODUCTS”. other type may be added as “Contract PRODUCTS” if and when mutually agreed by_____ and ____ .
2.2.Both parties hereto agree that ____ shall furnish to FCAM certain license and technical assistance for anufacturing PRODUCTS to the extent provided in the Technical Assistance Agreement to be concluded betweenFCAM and ____ in the form
attached thereto asExhibit B.(hereinafter referred to as the “Technical AssistanceAgreement”).
CLAUSE
3. MARKETING PRODUCTS:
3.1 AS it is most efficient and economical and therefore it is for the best interest of FCAM， sale of Contract PRODUCTS manufactured by FCAM shall be directly made by FCAM itselfto third party ________________in Mexico.
3.2 When export of Contract PRODUCTS manufactured by FCAM is recommended by export through ____ ， since it is for the interest of FCAM inmaking export to use the international sales facilities of ____ and also since The agreement,made this day of， 19 by and between xxx， a corporation duly organized and existing under the laws of mexico and having its principal office at_____________mexico (hereinafter referred to as “____ ”)，represented by_________and ____ ，a corporation duly organized and ex－isting under the laws of_____________ and having its principal office at (hereinafter referred to as “____ ”)， represented by__________.
SETH
WHEREAS，____ has been established with the purpose _________among other things， of investing ___________ business， and is now desirous of becoming engaged in the manufacturing and selling Contract business;
WHEREAS， ____ has for many years been engaged in _______________， among other things， research， development and production of certain Contract Products and in the sale of such Products in various parts of the world; WHEREAS， ____ has experience in manufacturing Contract PRODUCTS in overseas coun-tries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS.
WHEREAS， ____ and ____ are desirous of cooperating with each other in jointly setting-up a new company in Mexico to manufacture Contract　PRODUCTS hereinafter more particularlydescribed; andWHEREAS，____ and____ are desirous that said new company will obtain technical assistance from ____ for manufacturing such PRODUCTS and ____ is willing to furnish such technical assistance to the new company; NOW， THEREFORE in consideration of the premises and the mutual covenants herein contained， it is hereby mutually agreed as follows:
CLAUSE 1. INCORPORATION OF NEW COMPANY:
1.1 For the purpose of forming a new company to engage in manufacturing and selling the “PRODUCTS”defined in 2.1 of CLAUSE 2， both parties hereby agree to incorporate jointly in Mesico a stock Corporation of variable capital under the Commercial Code of Mexico， with such corporation’s Articles of Incorporation to be in the form attached hereto as Exhibit A， which shall be an integral part of this Agremment， such new corporationto be hereinafter referred to as “PCAM”.
The name of FCAM shall be:subjectto the provisions of Articles of Incorporation of FCAM.
1.2 The percentage ownership of the respective parties hereto in the capital stock of FCAM shall be，________and its three designees an aggregate of fifty-one percent (51%)， and ____ and its three designees. an aggregate of forty-nine percent
(49% )， which percentage shall bemaintained without change at all times during the term of this Agreement， unless otherwise expressly agreed in writing by both parties hereto.
In order to conform to the requirements of Mexican law that a stock corporation shall at all times have at least five (5) shareholders. each of ____ and ____ may appoint three (3)designees， each of whom shall own one (1)， but not more than one (1)， share of FCAM out of their respective shareholdings during the term of this Agreement.____ and____ shall at all times be responsible for their respective designees compliance with the provjsions of thisAgreement and the Articles of INcorporation of FCAM applicable to _______ and _______ so long as any of them or their successors or assigns hold said shares of FCAM. prior to the appointment of them or their successors or assigns hold said shares of FCAM. prior to the appointment of such designees._____and _______shallconsult with each other.
1.3 During the term of this Agreement， neither party hereto shall (whether voluntarily or by operation of law or otherwise sell， assign， transfer， mortgage， pledge， encumber， grant a security interest in， or in any other manner dispose of attempt to dispose of (hereinafter sometimes referred to as “dispose” or “disposition”)， any or all of the shares of FCAM (or any right or interest therein) which may now or hereafterbe owned by either party hereto， execpt in accordance with the terms and conditions of this Agreementand the Artticles of Incorporation of FCAM.
1.4 ______’s investment in the initial capitial of FCAM or in any subsequent increase of the authorities of the________ Government.
1.5 Promptly after the incorporation of FCAM， both parties hereto shall cause FCAM to file application for and obtain its own registration as well as that for X and Y’s shares in FCAM at the National Registry of Foreign Investment of the Mexican Government as required by the Law to promote Mexican Investments and to Regulate Foreign nvestments.
CLAUSE
2. PRODUCTS TECHNICAL ASSISTANCE:
2.1 Products to be manufactured and sold by FCAM shall be ___________specified to be hereinafter referred to as “contract PRODUCTS”. other type may be added as “Contract PRODUCTS” if and when mutually agreed by_____ and ____ .
2.2.Both parties hereto agree that ____ shall furnish to FCAM certain license and technical assistance for anufacturing PRODUCTS to the extent provided in the Technical Assistance Agreement to be concluded betweenFCAM and ____ in the form
attached thereto asExhibit B.(hereinafter referred to as the “Technical AssistanceAgreement”).
CLAUSE
3. MARKETING PRODUCTS:
3.1 AS it is most efficient and economical and therefore it is for the best interest of FCAM， sale of Contract PRODUCTS manufactured by FCAM shall be directly made by FCAM itselfto third party ________________in Mexico.
3.2 When export of Contract PRODUCTS manufactured by FCAM is recommended by export through ____ ， since it is for the interest of FCAM inmaking export to use the international sales facilities of ____ and also since _______ hasand expects to have
commercial dealings and commitiments under exclusive sales rights covering certain of its products in which the Contract Products are included， in countries of the world， and therefore FCAM’s attempts to ex-port otherwise through ____ could cause a serious breach on the part of ___________ of legalcommitments which ____ has with third parties.
It shall be entitled to reasonable sales commissions or other remuneration for its handing of exports ofFCAM’s PRODUCTS as hereinabove contemplated， as will be determined between FCAM and ____ .
CLAUSE
4. TRADEMARK:
4.1 Both parties hereto agree that unless otherwise agreed by them， the trademarks used on all PRODUCTS manufactured by FCAM shall be __________ which are owned by ____ ， provided that use by FCAM of such trademarks shall be subject to and
governed by the terms and Conditions of the Trademark License Agreement to be concluded between FCAM and ____ in the form attached hereto as Exhibit C， (hereinafter referred to as the “Trademark License Agreement”).
4.2 ____ hereby agrees for itself and also agrees to cause FCAM to agree that FCAM shallchoose to use the trademarks
_____________ alone and not in a linked or conjoined form with another Mexican trademark， unlesssuch linked or conjoined use is required by Mexican Law，and further that if and to the extent that such linked or conjoined use is legally required but exemption from complying with the linking or conjoining obligation is lawfully available，____ shall use its best efforts to obtain or cause FCAM to obtain such exemption.Should a linked or conjoined use with a Mexican trademark
be finally and compulsorily required， then such a Mexican trademark shall be a trademark which shall be mutually agreed upon by ____ and ____ and which shall be the property of FCAM.
CLAUSE
5. MANAGEMENT OF “FCAM”:
5.1 Both parties hereto agree that management of FCAM shall be vested in the Board of Directors of FCAM， inccordance with the Articles of Incorporation of FCAM and any applicable provisions of this Agreement.
5.2 Both parties here agree that vesting management of FCAM in its Board of Directors requires such Boardto be responsible， among others， for approving the overall business plan of FCAM to be submitted to both parties hereto for
review and approval,and formonitoring the business plan approved by both parties.
5.3 Notwithstanding the provision of 5.1 above. both parties hereto shall， as often as either party hereto may desire， consult with each other seeking mutual agreement， in good faith and in mutual trust. on all matters that either of the parties hereto may desire to so discuss relating to the conduct of the business of FCAM or management of FCAM， prior to discussion and decision at a meeting of the Board of Directors or a general meeting of theshare-holders of FCAM.
Such matters shall include the following， which are described by way of example but notlimitation:
(1) Business or management policy to be followed by FCAM;
(2) Short， middle and long term business plan and its amendments;
(3) Increase or decrease of the capital stock;
(4) Increase or decrease in the number of members of the Board of Directors， or relection of the Directors;
(5) Review and approval of the financial statements and distribution of profits foreach fiscal year of FCAM. with regard to Declaration of Dividends and distribution of profits of FCAM， it is the intention of both parties hereto to follow a policy wherebythere will always be sufficient internal reserves provided for the healthy operation of the business before dividends are declared and paid. Also， it is the intention of both parties hereto to arrive at any such Dividend Declarations and payments through a process of mutualagreement.
(6) Financing of operations and expansion of FCAM
(7) Important personnel affairs;
(8) Expansion of production capacity;
(9) Commitment of FCAM to any agreement or other arrangement the performance of which will extend beyondare year;
(10) Introduction of new products
(11) Hiring of examiners and legal counsel for FCAM.
5.4 In so far as any matter is legally required to be decided by the Board of Directors and/or the general meeting of the shareholders， both parties hereto shall cause theirnominees on the Board and their representatives or proxies at
an ordinary or extraordinary general meeting of the shareholders to vote in favorof the decision reached by mutual consent during the consultation contemplanted in 5.3 above.
5.5 Both parties hereto agree to ensure that FCAM will，to the maximum extentpracticably possible， u se the forms and requirements of ____ for reporting and retrieval ofmanagement and financial information to be given byFCAM to both parties hereto， and that FCAM shall prepare and keep accounting and financial records and books available for inspection or audit by either party hereto.
5.6 It is understood and agreed that the Board of Directors of FCAM shall establish from time and time thelimits of authority of the General Manager and other officers ofFCAM as well as the powers of attorney to represent FCAM in the understanding that all cheques， bills of exchange， promissory notes or any other negotiable instruments for payment of money and on behalf of FCAM shall at all times be signed jointly by two attorneys in fact appointed by the Board of Directors of FCAM， provided that one of them shall be the GeneralManager， the Administrative and Finance Manager， the Commercial Manager or the Manufacturing Manager， and otheshall be the Accounting Manager， thegeneral Accountant， the Comptroller or other officer reporting to theAccounting Manager in order that such cheques， ets.， can be valid and binding on FCAM.
CLAUSE
6. TRANSFER OF PERSOFCAMEL:
6.1 In addition to those personnel to be appointed as members of the Board of Directorsf FCAM， both partieshereto agree to transfer， if and to the extent mutually agreed uponas necessary or desirable， their respective employees to FCAM to staff key positionsofcorporaterganization of FCAM.
It is contemplated by both parties hereto that________ will staff the positions of Ac-counting Manager andufacturing Manager as well as appoint Assistant Manager formarketing and_________ will staff the positions of General Manager，
Commercial Manager andGeneral Administration and Finance Manager. During temporary absences of the General Manager， the overall administration of FCAM shall be entrusted to the Accounting Manager or anufacturing Mamager as___________ shall
have designated.
6.2 Salaries， including allowances for such personnel transfer either from ____ or ____ shall be paid by Nn during the period such personnel work for FCAM， and costs and expenses incurred for transfering such personnel，including the expense for traveling between _______________ and Mexico， shall be paid or reimbursed by FCAM to ____ or to ____ ， as the case may be， to such extent as mutually agreed by both parties hereto. Payment or reimbursement to ____ shall be made in United
States of America dollars.
6.3 Nothing herein contained shall be interpreted to prevent FCAM from recruiting and employing its own managers or other employees in the discretion of FCAM.
6.4 Both parties hereto agree that to insure efficient and well coordinated management of FCAM， the Board of Directors of FCAM shall require the General Manager of FCAM to have periodic meetings with the key Managers of FCAM， to jointly review and discuss the more important matters related to their respective areas and the General Manager shall report to the Board of Directors or request its advise on matters of policy and also onthose policy matters where a concurrence of opinion is not reached among the key Managers.
CLAUSE
7. SALE OF MACHINERY
Both parties hereto agree， and shall cause FCAM to agree， that ____ will sell to FCAM andFCAM will buy from ____ through all the specialized machinery which shall be determined by tualconsultation between ____ and FCAM for the effective
utilization of the technical knowhow furnished by ____ to FCAM under the Technical Assistance Agreement at prices and on such terms and conditions which are determined by mutual agreement between both par-ties hereto. It is understood and agreed that ____ shall not be required to furnish the technicalnformation to FCAM under the Technical Assistance Agreement until the Technical Assistance Agreement shall have become effective as therein provided.
CLAUSE
8. COOPERATION OF BOTH PARTIES:
8.1 Upon reasonable request of FCAM，____ as the joint venture partner， agrees to rendercooperation to FCAM by allowing Mexican managers and other staff or key employees of FCAM access to current training programs lone by ____ .
8.2 Upon reasonable request of FCAM and under such terms and conditions as shall be then mutually agreed upon in writing or otherwise，____ or____ as the case may be ，agrees to render cooperatin toFCAM as much as practicably possible， by giving advice， information and assistance or by making available the services of their staff personnel， or in any other manner the party rendering the cooperation deems fit on the following matters， itbeing understood however that ____ as the
joint eventure partner in the mother country of FCAM shall primarily render cooperation the FCAM on the matters of A group and ____ shall primarilyrender cooperation to FCAM on the matters of B group:
A.(1)Acquisition of import licenses for machinery， components and materials;
(2) Recruiting and employment of workers;
(3) Settlement of labor disputes;
(4) Registration or any other legal procedures to be effected by FCAM under laws and regulations from time to time in force; acquisition of licenses， incentives， permissions and authorizations from the authorities of the Mexican Government;
(5) Advice on Mexican laws regarding taxes and on Mexican accounting practices;
(6) Negotiations with the authorities of the Mexican Government and
(7) Suits or any other legal actions with third parties instituted by or against FCAM;
(8) Commercial help when required by FCAM to increase the sale of the PRODUCTS by FCAM so as to achieve the business target from time to time established by FCAM.
B. (1) Marketing of PRODUCTS. market research and product planning; so as to achieve the business targetsfrom time to time established by “FCAM”.
(2) Preparation of advertising and marketing aids relating to PRODUCTS;
(3) Purchase of components and materials;
(4) Acquisition of licenses， permissions of third parties under such third parties，patents or otherindustrial property rights;
(5) Accounting and financial analysis， cost calculations;
(6) Technical help when required by FCAM under and to the extent of the Technical Assistance Agreement， to solve production problems or to improve plant operating efficiencies to the extent possible under Mexican conditions.
8.3 Nothing set forth in 8.1 or 8.2 above shall be construed or interpreted to require either party hereto to be responsible， jointly or severally with FCAM， for the matter specified above or prosecution or implementation thereof (FCAM shall be solely responsible for such. matters or prosecution or implementation thereof)， or to require either party rendering the cooperation to FCAM to bear any costs or expenses incurred in prosecuting or implementing the matter specified above (such costs and expenses shall be borne solely by FCAM). It is also under stood that upon request of ____ or ____ ， actual costs and expenses previously agreed upon by FCAM and incurred for rendering said cooperation shall be paid orreimbursed by FCAM to____ and as the case maybe. Payment or reimbur sement to ______________shall be made in United States of American dollars.
CLAUSE
9. TERM TERMINATION:
9.1 This Agreement shall become effective as of the date that the last governmental referred to in 1.4 of CLAUSE 1 hereof shall have been obtained， subject to the registration referred to in l.5 of CLAUSE I hereof， and shall thereafter continue in full force and effect， so long as both ____ and____ continue to be shareholders of FCAM.
9.2 This Agreement shall terminate upon the occurrence of any of the following events:
(1) The sale or other disposition by____ on the one hand， or by ____ on the other hand， of all of their shares in FCAM in accordance with the terms of and in the manner permitted by the Articles of Incorporation of FCAM， so that no shares of FCAM are owned by____ on the one hand， or _________ on the other hand;
(2) The expiration of thirty (30) calendar days after a petition in bankruptcy shall have been filed by or against FCAM and such petition shall not have been discharged such thirty(30) calendar day period; or upon assignment of all or substantially all of FCAM’s proper－ties for the benefit of creditors；or upon theappointment of a receiver or trustee to take charge of all or substantially all of FCAM’s properties; or upon the voluntary or involuntary dissolution of FCAM;
(3) Any of the events described in 2) above shall have occurred with respect to ____ in stead of FCAM;
(4) Any of the events described in 2) above shall have occurred with respect to ____ in stead of FCAM
(5) Termination of this Agreement by ____ pursuant to the provision of 9.4 hereof; or
(6) Termination of this Agreement by ____ pursuant to the provision of 9.4 hereof; or
(7) If either or both of the Trademark License Agreement and the Technical Assistance Agreement shall not have become effective within one-hundred and eighty (180) calendar days after the date of execution of this Agreement.
9.3 If and when the law of Mexico shall no longer permit____ to own at least forty-nine percent (49%) less 3 shares of this issued and out standing capital stock of FCAM， or upon termination or non-renewal for any reasonor due to any cause of the term of the Trademark License Agreement and/or additional trademark license agreement (s)， if any， be cocluded， between FCAM and ____ and/or termination in advance of the Technical Assistance Agreement and/or additional technical assistance agreement(s)， if any， to be concluded between FCAM and ____ may， at its option， terminate this Agreement at any time upon at least ninety (90) calendar days’ prior written notice to ____ .
9.4 Either party hereto shall have the right to terminate this Agreement by giving writ-ten notice of termination to the other party in the event that such other party shall breach or default any of the terms and provisions of this Agreement and/or the Articles of Incorporation of FCAM in any material respect， and such breach or default shall not be cured within ninety (90) calendar days after written notice specifying the nature of such breach has been given to the defaulting party， provided， however， that delay of up to three hundred and sixty (360) calendar days (but not longer) occasioned by any circumstances beyond the controlof the defaulting party， such as acts of God， acts or omissions of any Government or agencies thereof， compliance with request,rules，regulations or orders of any overnmental authority， fire， storm. flood， earthquake， acts of the public enemy， war， rebellion， insurrection， riot sabotage， invasion， quarantine restrction， strike， lock out， and transportation embargo or failure or delay in transportation， shall be excluded in determining the applicable time period， but due diligence shall be used by the defaulting party in curing any such default. Such termination shall be without prejudice to any rights which such terminating party may have under this Agreement or otherwise. No failure ordelay on the part of any party to exercise its rights of termination of this Agreement forany one or more breaches or defaults by the other party shall be construed to prejudice itsrights of termination of any other or subsequent breaches or defaults.
9.5 Upon termination of this Agreement pursuant to (4) or (6) of 9.2 hereof， then， ____ shall be deemmed to have offered all the shares of FCAM then owned by ____ for sale to____ pursuant to the applicable provisions of the Articles of In corporation of FCAM.
9.6 Upon occurrence of the events specified in (2) of 9.02 hereof (other than the voluntary or involuntaryissolution of FCAM)， both parties hereto shall exercise their respective voting rights as shareholders of FCAM so as to effect the Voluntary dissolution of FCAM as expeditiously as possible.
9.7 Upon occurrence of the sale of all of the shares of FCAM owned by either party hereto to the other in a manner required or permitted herein and in the Articles of Incorporation of FCAM， any monetary liability owed by FCM to any selling party or owed by any selling party to Nn shall be come due and payable at the same time as the purchase price for the stares sold shall become due and payable. Further， in the event that the selling party has guaranteed any indebtedness of FCAM， the party remaining as the shareholder of FCAM shall either cause such selling party to be released from such guarantee or shall indemnify such selling party from and against any liability thereunder.
CLAUSE
10. USE AND CONFIDENTIALITY OF TECHNICAL INFORMATION.
As it is for the best interest and benefit of both parties hereto and FCAM， thefollowings are mutually agreed:
(1) Both parties hereto shall ensure that technical information， technical knowhow and knwledge furnished or disclosed， or machinery supplied by____ to FCAM， shall be used solely by FCAM for the purpose of manufacturing ODUCTS， and
that FCAM shall not allow or cause any of such information， knowhow or knowledge， or machinery tobe used by any third party， and further that FCAM shall not copy any such machinery.
(2) ____ shall， maintain and protect the confidentiality of any and all information and knowledge related to the establishment of FCAM furnished or disclosed to FCAM by ____ .
(3) Except as otherwise required by the laws of Mexico， either party hereto shall not disclose or divulge， and shall not permit FCAM to disclose or divulge， the， terms of this Agreement or any agreements concluded between FCAM and ____ to any third party person， firm or corporation;
(4) The foregoing obligations of the respective parties to maintain and protect the econ-fidentia Article 11 of competition and distribution .In order to avoid FCAM reduce the value of the agreement the two sides in this agreement will not directly or indirectly during a reception FCAM, in addition to other individuals or companies in the stock or the enjoyment of their interests, such as Fruit of these　individuals or companies in Mexico, present or future production and / or sales and FCAM same type of contract specifications or the same products and / or these individuals or companies in accordance with this agreement A different approach in the production or / or sales of the product in the past.____ through their own channels of trade and FCAM ____ under an agreement between the choice of using the import and sale in Mexico
The exceptions to this type of contract products.
　 ____ and FACM that will be mutually convenient time for a ____ or other types of imports or the specifications and FCAM ____ can offer its customers a full set of products, but Such sales to comply with the last paragraph referred to the exceptional circumstances.
Article 12 of the total
12.1 notice
To achieve this objective of the agreement, any agreement involving the use of the notice should be considered effectively in English and ____ made.
A. If sent delivery, the service should be treated as received;
B. According to the following address sent by air mail, or this agreement in writing to the other side of the other address by registered or disapproved ____ :____ and The return receipt requested, postage prepaid. In this way should be interpreted as sending e-mail sent to the recipient in the future of its 10 working days of receipt of the message.
12.2 Arbitration
The parties agree that the interpretation and implementation of the agreement between the two sides have differences, differences or disputes will make the amicable settlement of their efforts. However, if these differences, differences or disputes can not be
Be resolved, and eventually they will be submitted through ___ according to the International Chamber of Commerce Arbitration Rules arbitration. By any party to the arbitration. According to the Chamber of Commerce arbitrator appointed one or more rules.
Arbitration proceedings conducted in English.
As the case may be, according to comments made by the arbitrator"s decision may request the jurisdiction of any court or apply to the court to accept the ruling and implementation.
12.3 successor, and appointed people
All the provisions of this Agreement, the parties to this Agreement and their respective successors and appoint a person interests and constraints. During the prior agreement of the other party a written agreement, any party can not take legal action against independent commission or transfer this Agreement or the provisions of this Agreement any rights or obligations. Without the consent of any appointed or transfer invalid.
12.4 overall agreement and to amend
This Agreement entered into this agreement the two sides of the agreement involves the integrity of the concrete. When the entry into force of this Agreement, this Agreement will be abolished and replaced all other matters related to this agreement are Commissioner of the agreement, negotiations, commitments and text. This Agreement may modify, amend, replace or cancel. This Agreement and the relevant terms and conditions are established under this agreement the parties can take a written document Disposable. Any party to give up one or more of this agreement does not constitute a condition for any further after giving up any conditions.
12.5 applicable law
The effectiveness of this Agreement, the establishment and implementation of applicable Mexican law.
12.6 terms of Title
The agreement terms used in the title only in order to facilitate the inspection, this does not constitute a part of the agreement, should not affect the interpretation of this Agreement effective.
12.7 language agreement
The agreement to this Agreement and any additional contract or agreement will be in English book and send. The English text, although will be translated into other languages other than English, and in a language other side Text and the English and English inconsistencies, and control of the decisive role.
12.8 removal company logo
A. this agreement the parties agreed, when the ____ for any reason no longer participate in the FCAM, immediately ____ name from the FCAM in the name of the company to remove and stop the use of the name or similar____
B. When the ____ in the FCAM issued and subscribed shares in the holding less than 49 percent (49%) by three (3), as long as the ____ issued a written request, referred to in the above-mentioned A is the obligation By the establishment.
12.9 removal company logo
A. this agreement the parties agreed that when ____ is no longer any reason to participate in the FCAM, the immediate word from FCAM ____ , in the name of the company to remove and stop using a similar name.
B. When the ____ in the FCAM issued and subscribed shares in the holding less than 51 percent (51%) by the (3), as long as the____ have a written request, the articles mentioned in the above-mentioned A obligations that the 10% Legislation.
12.10 fine if the above 12.8 and 12.9, of any of the conditions, the ____ or ____ will be no more than ninety (90) days within a period of the other requirements of FCAM Subject to shareholder and so the provisions and to fulfil its obligations. If the above restrictions, or failed to complete the implementation of these obligations, FCAM ____ or ____ will be equivalent to 50,000 dollars a month to pay the regular
Regulation of the fine. The fine is not only timely basis for the Federal District Civil Code Chapter 1846 and other sections of the Republic of other terms and complete the relevant sections of state obligations Therefore, ____ and ____ agree, as the case may be,____ or____ in the obligation to fulfil the requirements of the additional requirements of independence or a fine to pay.
12.11 Production Plan
If approved by this agreement the two sides of the production plan would be made to the Mexican government approval, the Government of Mexico will be certain conditions and approval under the terms of the plan, but it appears in any of the parties Kind of plan will be difficult to implement the agreement the two sides on how to deal with this situation for a friendly negotiation.
Agreement parties in the above date, the first formal written agreement entered into this, this card.
____ company ____ company :_____
Representative on behalf of :_____

hasand expects to have
commercial dealings and commitiments under exclusive sales rights covering certain of its products in which the Contract Products are included， in countries of the world， and therefore FCAM’s attempts to ex-port otherwise through ____ could cause a serious breach on the part of ___________ of legalcommitments which ____ has with third parties.
It shall be entitled to reasonable sales commissions or other remuneration for its handing of exports ofFCAM’s PRODUCTS as hereinabove contemplated， as will be determined between FCAM and ____ .
CLAUSE
4. TRADEMARK:
4.1 Both parties hereto agree that unless otherwise agreed by them， the trademarks used on all PRODUCTS manufactured by FCAM shall be __________ which are owned by ____ ， provided that use by FCAM of such trademarks shall be subject to and
governed by the terms and Conditions of the Trademark License Agreement to be concluded between FCAM and ____ in the form attached hereto as Exhibit C， (hereinafter referred to as the “Trademark License Agreement”).
4.2 ____ hereby agrees for itself and also agrees to cause FCAM to agree that FCAM shallchoose to use the trademarks
_____________ alone and not in a linked or conjoined form with another Mexican trademark， unlesssuch linked or conjoined use is required by Mexican Law，and further that if and to the extent that such linked or conjoined use is legally required but exemption from complying with the linking or conjoining obligation is lawfully available，____ shall use its best efforts to obtain or cause FCAM to obtain such exemption.Should a linked or conjoined use with a Mexican trademark
be finally and compulsorily required， then such a Mexican trademark shall be a trademark which shall be mutually agreed upon by ____ and ____ and which shall be the property of FCAM.
CLAUSE
5. MANAGEMENT OF “FCAM”:
5.1 Both parties hereto agree that management of FCAM shall be vested in the Board of Directors of FCAM， inccordance with the Articles of Incorporation of FCAM and any applicable provisions of this Agreement.
5.2 Both parties here agree that vesting management of FCAM in its Board of Directors requires such Boardto be responsible， among others， for approving the overall business plan of FCAM to be submitted to both parties hereto for
review and approval,and formonitoring the business plan approved by both parties.
5.3 Notwithstanding the provision of 5.1 above. both parties hereto shall， as often as either party hereto may desire， consult with each other seeking mutual agreement， in good faith and in mutual trust. on all matters that either of the parties hereto may desire to so discuss relating to the conduct of the business of FCAM or management of FCAM， prior to discussion and decision at a meeting of the Board of Directors or a general meeting of theshare-holders of FCAM.
Such matters shall include the following， which are described by way of example but notlimitation:
(1) Business or management policy to be followed by FCAM;
(2) Short， middle and long term business plan and its amendments;
(3) Increase or decrease of the capital stock;
(4) Increase or decrease in the number of members of the Board of Directors， or relection of the Directors;
(5) Review and approval of the financial statements and distribution of profits foreach fiscal year of FCAM. with regard to Declaration of Dividends and distribution of profits of FCAM，it is the intention of both parties hereto to follow a policy wherebythere will always be sufficient internal reserves provided for the healthy operation of the business before dividends are declared and paid. Also，it is the intention of both parties hereto to arrive at any such Dividend Declarations and payments through a process of mutualagreement.
(6) Financing of operations and expansion of FCAM
(7) Important personnel affairs;
(8) Expansion of production capacity;
(9) Commitment of FCAM to any agreement or other arrangement the performance of which will extend beyondare year;
(10) Introduction of new products
(11) Hiring of examiners and legal counsel for FCAM.
5.4 In so far as any matter is legally required to be decided by the Board of Directors and/or the general meeting of the shareholders， both parties hereto shall cause theirnominees on the Board and their representatives or proxies at an ordinary or extraordinary general meeting of the shareholders to vote in favorof the decision reached by mutual consent during the consultation contemplanted in 5.3 above.
5.5 Both parties hereto agree to ensure that FCAM will，to the maximum extentpracticably possible， u se the forms and requirements of ____ for reporting and retrieval ofmanagement and financial information to be given byFCAM to both parties hereto， and that FCAM shall prepare and keep accounting and financial records and books available for inspection or audit by either party hereto.
5.6 It is understood and agreed that the Board of Directors of FCAM shall establish from time and time thelimits of authority of the General Manager and other officers ofFCAM as well as the powers of attorney to represent FCAM in the understanding that all cheques， bills of exchange， promissory notes or any other negotiable instruments for payment of money and on behalf of FCAM shall at all times be signed jointly by two attorneys in fact appointed by the Board of Directors of FCAM， provided that one of them shall be the GeneralManager， the Administrative and Finance Manager， the Commercial Manager or the Manufacturing Manager， and otheshall be the Accounting Manager， thegeneral Accountant， the Comptroller or other officer reporting to theAccounting Manager in order that such cheques， ets.， can be valid and binding on FCAM.
CLAUSE
6. TRANSFER OF PERSOFCAMEL:
6.1 In addition to those personnel to be appointed as members of the Board of Directorsf FCAM， both partieshereto agree to transfer， if and to the extent mutually agreed uponas necessary or desirable， their respective employees to FCAM to staff key positionsofcorporaterganization of FCAM.
It is contemplated by both parties hereto that________ will staff the positions of Ac-counting Manager andufacturing Manager as well as appoint Assistant Manager formarketing and_________ will staff the positions of General Manager，
Commercial Manager andGeneral Administration and Finance Manager. During temporary absences of the General Manager， the overall administration of FCAM shall be entrusted to the Accounting Manager or anufacturing Mamager as___________ shall
have designated.
6.2 Salaries， including allowances for such personnel transfer either from ____ or ____ shall be paid by Nn during the period such personnel work for FCAM， and costs and expenses incurred for transfering such personnel，including the expense for traveling between _______________ and Mexico， shall be paid or reimbursed by FCAM to ____ or to ____ ， as the case may be， to such extent as mutually agreed by both parties hereto. Payment or reimbursement to ____ shall be made in United
States of America dollars.
6.3 Nothing herein contained shall be interpreted to prevent FCAM from recruiting and employing its own managers or other employees in the discretion of FCAM.
6.4 Both parties hereto agree that to insure efficient and well coordinated management of FCAM， the Board of Directors of FCAM shall require the General Manager of FCAM to have periodic meetings with the key Managers of FCAM， to jointly review and discuss the more important matters related to their respective areas and the General Manager shall report to the Board of Directors or request its advise on matters of policy and also onthose policy matters where a concurrence of opinion is not reached among the key Managers.
CLAUSE
7. SALE OF MACHINERY
Both parties hereto agree， and shall cause FCAM to agree， that ____ will sell to FCAM andFCAM will buy from ____ through all the specialized machinery which shall be determined by tualconsultation between ____ and FCAM for the effective
utilization of the technical knowhow furnished by ____ to FCAM under the Technical Assistance Agreement at prices and on such terms and conditions which are determined by mutual agreement between both par-ties hereto. It is understood and agreed that ____ shall not be required to furnish the technicalnformation to FCAM under the Technical Assistance Agreement until the Technical Assistance Agreement shall have become effective as therein provided.
CLAUSE
8. COOPERATION OF BOTH PARTIES:
8.1 Upon reasonable request of FCAM，____ as the joint venture partner， agrees to rendercooperation to FCAM by allowing Mexican managers and other staff or key employees of FCAM access to current training programs lone by ____ .
8.2 Upon reasonable request of FCAM and under such terms and conditions as shall be then mutually agreed upon in writing or otherwise，____ or____ as the case may be ，agrees to render cooperatin toFCAM as much as practicably possible， by giving advice， information and assistance or by making available the services of their staff personnel， or in any other manner the party rendering the cooperation deems fit on the following matters， itbeing understood however that ____ as the
joint eventure partner in the mother country of FCAM shall primarily render cooperation the FCAM on the matters of A group and ____ shall primarilyrender cooperation to FCAM on the matters of B group:
A.(1)Acquisition of import licenses for machinery， components and materials;
(2) Recruiting and employment of workers;
(3) Settlement of labor disputes;
(4) Registration or any other legal procedures to be effected by FCAM under laws and regulations from time to time in force; acquisition of licenses， incentives， permissions and authorizations from the authorities of the Mexican Government;
(5) Advice on Mexican laws regarding taxes and on Mexican accounting practices;
(6) Negotiations with the authorities of the Mexican Government and
(7) Suits or any other legal actions with third parties instituted by or against FCAM;
(8) Commercial help when required by FCAM to increase the sale of the PRODUCTS by FCAM so as to achieve the business target from time to time established by FCAM.
B. (1) Marketing of PRODUCTS. market research and product planning; so as to achieve the business targetsfrom time to time established by “FCAM”.
(2) Preparation of advertising and marketing aids relating to PRODUCTS;
(3) Purchase of components and materials;
(4) Acquisition of licenses， permissions of third parties under such third parties，patents or otherindustrial property rights;
(5) Accounting and financial analysis， cost calculations;
(6) Technical help when required by FCAM under and to the extent of the Technical Assistance Agreement， to solve production problems or to improve plant operating efficiencies to the extent possible under Mexican conditions.
8.3 Nothing set forth in 8.1 or 8.2 above shall be construed or interpreted to require either party hereto to be responsible， jointly or severally with FCAM， for the matter specified above or prosecution or implementation thereof (FCAM shall be solely responsible for such. matters or prosecution or implementation thereof)， or to require either party rendering the cooperation to FCAM to bear any costs or expenses incurred in prosecuting or implementing the matter specified above (such costs and expenses shall be borne solely by FCAM). It is also under stood that upon request of ____ or ____ ， actual costs and expenses previously agreed upon by FCAM and incurred for rendering said cooperation shall be paid orreimbursed by FCAM to____ and as the case maybe. Payment or reimbur sement to ______________shall be made in United States of American dollars.
CLAUSE
9. TERM TERMINATION:
9.1 This Agreement shall become effective as of the date that the last governmental referred to in 1.4 of CLAUSE 1 hereof shall have been obtained， subject to the registration referred to in l.5 of CLAUSE I hereof， and shall thereafter continue in full force and effect， so long as both ____ and____ continue to be shareholders of FCAM.
9.2 This Agreement shall terminate upon the occurrence of any of the following events:
(1) The sale or other disposition by____ on the one hand， or by ____ on the other hand， of all of their shares in FCAM in accordance with the terms of and in the manner permitted by the Articles of Incorporation of FCAM， so that no shares of FCAM are owned by____ on the one hand， or _________ on the other hand;
(2) The expiration of thirty (30) calendar days after a petition in bankruptcy shall have been filed by or against FCAM and such petition shall not have been discharged such thirty(30) calendar day period; or upon assignment of all or substantially all of FCAM’s proper－ties for the benefit of creditors；or upon theappointment of a receiver or trustee to take charge of all or substantially all of FCAM’s properties; or upon the voluntary or involuntary dissolution of FCAM;
(3) Any of the events described in 2) above shall have occurred with respect to ____ in stead of FCAM;
(4) Any of the events described in 2) above shall have occurred with respect to ____ in stead of FCAM
(5) Termination of this Agreement by ____ pursuant to the provision of 9.4 hereof; or
(6) Termination of this Agreement by ____ pursuant to the provision of 9.4 hereof; or
(7) If either or both of the Trademark License Agreement and the Technical Assistance Agreement shall not have become effective within one-hundred and eighty (180) calendar days after the date of execution of this Agreement.
9.3 If and when the law of Mexico shall no longer permit____ to own at least forty-nine percent (49%) less 3 shares of this issued and out standing capital stock of FCAM， or upon termination or non-renewal for any reasonor due to any cause of the term of the Trademark License Agreement and/or additional trademark license agreement (s)， if any， be cocluded， between FCAM and ____ and/or termination in advance of the Technical Assistance Agreement and/or additional technical assistance agreement(s)， if any， to be concluded between FCAM and ____ may， at its option， terminate this Agreement at any time upon at least ninety (90) calendar days’ prior written notice to ____ .
9.4 Either party hereto shall have the right to terminate this Agreement by giving writ-ten notice of termination to the other party in the event that such other party shall breach or default any of the terms and provisions of this Agreement and/or the Articles of Incorporation of FCAM in any material respect， and such breach or default shall not be cured within ninety (90) calendar days after written notice specifying the nature of such breach has been given to the defaulting party， provided， however， that delay of up to three hundred and sixty (360) calendar days (but not longer) occasioned by any circumstances beyond the controlof the defaulting party， such as acts of God， acts or omissions of any Government or agencies thereof， compliance with request,rules，regulations or orders of any overnmental authority， fire， storm. flood， earthquake， acts of the public enemy， war， rebellion， insurrection， riot sabotage， invasion， quarantine restrction， strike， lock out， and transportation embargo or failure or delay in transportation， shall be excluded in determining the applicable time period， but due diligence shall be used by the defaulting party in curing any such default. Such termination shall be without prejudice to any rights which such terminating party may have under this Agreement or otherwise. No failure ordelay on the part of any party to exercise its rights of termination of this Agreement forany one or more breaches or defaults by the other party shall be construed to prejudice itsrights of termination of any other or subsequent breaches or defaults.
9.5 Upon termination of this Agreement pursuant to (4) or (6) of 9.2 hereof， then， ____ shall be deemmed to have offered all the shares of FCAM then owned by ____ for sale to____ pursuant to the applicable provisions of the Articles of In corporation of FCAM.
9.6 Upon occurrence of the events specified in (2) of 9.02 hereof (other than the voluntary or involuntaryissolution of FCAM)， both parties hereto shall exercise their respective voting rights as shareholders of FCAM so as to effect the Voluntary dissolution of FCAM as expeditiously as possible.
9.7 Upon occurrence of the sale of all of the shares of FCAM owned by either party hereto to the other in a manner required or permitted herein and in the Articles of Incorporation of FCAM， any monetary liability owed by FCM to any selling party or owed by any selling party to Nn shall be come due and payable at the same time as the purchase price for the stares sold shall become due and payable. Further， in the event that the selling party has guaranteed any indebtedness of FCAM， the party remaining as the shareholder of FCAM shall either cause such selling party to be released from such guarantee or shall indemnify such selling party from and against any liability thereunder.
CLAUSE
10. USE AND CONFIDENTIALITY OF TECHNICAL INFORMATION.
As it is for the best interest and benefit of both parties hereto and FCAM， thefollowings are mutually agreed:
(1) Both parties hereto shall ensure that technical information， technical knowhow and knwledge furnished or disclosed， or machinery supplied by____ to FCAM， shall be used solely by FCAM for the purpose of manufacturing ODUCTS， and
that FCAM shall not allow or cause any of such information， knowhow or knowledge， or machinery tobe used by any third party， and further that FCAM shall not copy any such machinery.
(2) ____ shall， maintain and protect the confidentiality of any and all information and knowledge related to the establishment of FCAM furnished or disclosed to FCAM by ____ .
(3) Except as otherwise required by the laws of Mexico， either party hereto shall not disclose or divulge， and shall not permit FCAM to disclose or divulge， the， terms of this Agreement or any agreements concluded between FCAM and ____ to any third party person， firm or corporation;
(4) The foregoing obligations of the respective parties to maintain and protect the econ-fidentia Article 11 of competition and distribution .In order to avoid FCAM reduce the value of the agreement the two sides in this agreement will not directly or indirectly during a reception FCAM, in addition to other individuals or companies in the stock or the enjoyment of their interests, such as Fruit of these　individuals or companies in Mexico, present or future production and / or sales and FCAM same type of contract specifications or the same products and / or these individuals or companies in accordance with this agreement A different approach in the production or / or sales of the product in the past.____ through their own channels of trade and FCAM ____ under an agreement between the choice of using the import and sale in Mexico
The exceptions to this type of contract products.
　 ____ and FACM that will be mutually convenient time for a ____ or other types of imports or the specifications and FCAM ____ can offer its customers a full set of products, but Such sales to comply with the last paragraph referred to the exceptional circumstances.
Article 12 of the total
12.1 notice
To achieve this objective of the agreement, any agreement involving the use of the notice should be considered effectively in English and ____ made.
A. If sent delivery, the service should be treated as received;
B. According to the following address sent by air mail, or this agreement in writing to the other side of the other address by registered or disapproved ____ :____ and The return receipt requested, postage prepaid. In this way should be interpreted as sending e-mail sent to the recipient in the future of its 10 working days of receipt of the message.
12.2 Arbitration
The parties agree that the interpretation and implementation of the agreement between the two sides have differences, differences or disputes will make the amicable settlement of their efforts. However, if these differences, differences or disputes can not be
Be resolved, and eventually they will be submitted through ___ according to the International Chamber of Commerce Arbitration Rules arbitration. By any party to the arbitration. According to the Chamber of Commerce arbitrator appointed one or more rules.
Arbitration proceedings conducted in English.
As the case may be, according to comments made by the arbitrator"s decision may request the jurisdiction of any court or apply to the court to accept the ruling and implementation.
12.3 successor, and appointed people
All the provisions of this Agreement, the parties to this Agreement and their respective successors and appoint a person interests and constraints. During the prior agreement of the other party a written agreement, any party can not take legal action against independent commission or transfer this Agreement or the provisions of this Agreement any rights or obligations. Without the consent of any appointed or transfer invalid.
12.4 overall agreement and to amend
This Agreement entered into this agreement the two sides of the agreement involves the integrity of the concrete. When the entry into force of this Agreement, this Agreement will be abolished and replaced all other matters related to this agreement are Commissioner of the agreement, negotiations, commitments and text. This Agreement may modify, amend, replace or cancel. This Agreement and the relevant terms and conditions are established under this agreement the parties can take a written document Disposable. Any party to give up one or more of this agreement does not constitute a condition for any further after giving up any conditions.
12.5 applicable law
The effectiveness of this Agreement, the establishment and implementation of applicable Mexican law.
12.6 terms of Title
The agreement terms used in the title only in order to facilitate the inspection, this does not constitute a part of the agreement, should not affect the interpretation of this Agreement effective.
12.7 language agreement
The agreement to this Agreement and any additional contract or agreement will be in English book and send. The English text, although will be translated into other languages other than English, and in a language other side Text and the English and English inconsistencies, and control of the decisive role.
12.8 removal company logo
A. this agreement the parties agreed, when the ____ for any reason no longer participate in the FCAM, immediately ____ name from the FCAM in the name of the company to remove and stop the use of the name or similar____
B. When the ____ in the FCAM issued and subscribed shares in the holding less than 49 percent (49%) by three (3), as long as the ____ issued a written request, referred to in the above-mentioned A is the obligation By the establishment.
12.9 removal company logo
A. this agreement the parties agreed that when ____ is no longer any reason to participate in the FCAM, the immediate word from FCAM ____ , in the name of the company to remove and stop using a similar name.
B. When the ____ in the FCAM issued and subscribed shares in the holding less than 51 percent (51%) by the (3), as long as the____ have a written request, the articles mentioned in the above-mentioned A obligations that the 10% Legislation.
12.10 fine if the above 12.8 and 12.9, of any of the conditions, the ____ or ____ will be no more than ninety (90) days within a period of the other requirements of FCAM Subject to shareholder and so the provisions and to fulfil its obligations. If the above restrictions, or failed to complete the implementation of these obligations, FCAM ____ or ____ will be equivalent to 50,000 dollars a month to pay the regular
Regulation of the fine. The fine is not only timely basis for the Federal District Civil Code Chapter 1846 and other sections of the Republic of other terms and complete the relevant sections of state obligations Therefore, ____ and ____ agree, as the case may be,____ or____ in the obligation to fulfil the requirements of the additional requirements of independence or a fine to pay.
12.11 Production Plan
If approved by this agreement the two sides of the production plan would be made to the Mexican government approval, the Government of Mexico will be certain conditions and approval under the terms of the plan, but it appears in any of the parties Kind of plan will be difficult to implement the agreement the two sides on how to deal with this situation for a friendly negotiation.
Agreement parties in the above date, the first formal written agreement entered into this, this card.
____ company ____ company :_____
Representative on behalf of :_____