SHAREHOLDERS’ AGREEMENT

　　THE AGREEMENT， MADE THIS DAY OF 20__ 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 “X”）， REPRESENTED BY_________AND YYY， A CORPORATION DULY ORGANIZED AND EX－ISTING UNDER THE LAWS OF_____________ AND HAVING ITS PRINCIPAL OFFICE AT （HEREINAFTER REFERRED TO AS“Y”）， REPRE－SENTED BY__________.

　　WITNESSETH

　　WHEREAS， X 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， Y 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， Y has experience in manufacturing Contract PRODUCTS in overseas countries and is therefore capable of furnishing technical assistance for manufacturing such PRODUCTS.

　　WHEREAS， X and Y are desirous of cooperating with each other in jointly setting-up a new company in Mexico to manufacture Contract PRODUCTS hereinafter more particularly described； and WHEREAS， X and Y are desirous that said new company will obtain technical assistance from Y for manufacturing such PRODUCTS and Y 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 Mexico 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 Agreement， such new corporation to be hereinafter referred to as FCAM.

　　The name of FCAM shall be： subject to 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， X and its three designees an aggregate of fifty-one percent （51%）， and Y and its three designees， an aggregate of forty-nine percent （49% ）， which percentage shall be maintained without change at all times during the term of this Agreement， unless other- wise 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 X and Y 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. X and Y shall at all times be responsible for their respective designees compliance with the provisions of this Agreement 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. X and Y shall consult 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 hereafter be owned by either party hereto， except in accordance with the terms and conditions of this Agreement and the Articles of Incorporation of FCAM.

　　1.4 X’s investment in the initial capital 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 investments.

　　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 Y and X.

　　2.2.Both parties hereto agree that Y shall furnish to FCAM certain license and technical assistance for manufacturing PRODUCTS to the extent provided in the Technical Assistance Agreement to be concluded between FCAM and Y in the form attached thereto as Exhibit B.（hereinafter referred to as the Technical Assistance Agreement）。

　　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 itself to third party ________________in Mexico.

　　3.2 When export of Contract PRODUCTS manufactured by FCAM is recommended by export through Y， since it is for the interest of FCAM in making export to use the international sales facilities of Y and also since Y has and expects to have commercial dealings and commitments 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 export otherwise through Y could cause a serious breach on the part of ___________ of legal commitments which Y has with third parties. It shall be entitled to reasonable sales commissions or other remuneration for its handing of exports of FCAM’s PRODUCTS as hereinabove contemplated， as will be determined between FCAM and Y.

　　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 Y， 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 Y in the form attached hereto as Exhibit C， （hereinafter referred to as the Trademark License Agreement）.

　　4.2 X hereby agrees for itself and also agrees to cause FCAM to agree that FCAM shall choose to use the trademarks ______ alone and not in a linked or conjoined form with another Mexican trademark， unless such 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， X 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 Y and X 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， in accordance 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 Board to be responsible， among others， for approving the overall business plan of FCAM to be submitted to both parties hereto for review and approval， and for monitoring 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 the share-holders of FCAM.

　　Such matters shall include the following， which are described by way of example but not limitation：

　　（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 re-election of the Directors；

　　（5） Review and approval of the financial statements and distribution of profits for each 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 where by there 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 mutual agreement.

　　（6） Financing of operations and expansion of FCAM

　　（7） Important p