------------------------------ BYLAWS ------------------------------

--------------------------------- A R T I C L E S
---------------------------------- CHAPTER I
------------- NAME, DOMICILE, DURATION,
------------------------ PURPOSE AND NATIONALITY
FIRST.- NAME. The company is called "*********************", which will be
followed by the words "SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE" or its
abbreviation "S.A. de C.V."."and the expression "Sociedad Financiera de Objeto
Múltiple" or its acronym "SOFOM" must be added to such name, followed by the
words "Entidad No Regulada" or the abbreviation
"E.N.R."-----------------------------------------------------------------
SECOND. ADDRESS. The domicile of the company will be located at
**************. However, the company may establish branches within the United
Mexican States, as well as branches or subsidiaries outside the national
territory and establish conventional domiciles for the performance of certain acts
and contracts, without this implying a change in the corporate domicile.
------------------------------TERCERO.- DURACIÓN. The duration of the company
will be indefinite. ----
FOURTH.- OBJECT. The purpose of the company is the granting of credit, as
well as the execution of financial leasing or financial
factoring.--------------------------------
FIFTH.- Development of the
purpose:------------------------------------------------------------------
I.- The granting of credit, as well as the execution of financial leasing or financial
factoring, which may be performed on a regular and professional basis without
requiring authorization from the federal government, in strict compliance with
the provisions of Section II of Article Eighty-seven B of the General Law of
Organizations and Activities (Ley General de Organizaciones y Actividades
Financieras), which provides for the granting of credit, as well as the execution
of financial leasing or financial factoring.
Credit Auxiliaries (II. Unregulated multiple purpose financial companies The
companies contemplated in section II of this article will be those in whose
capital do not participate, under the terms and conditions indicated above, any
of the entities referred to in the preceding paragraph, these companies must
add to their corporate name the expression "Sociedad Financiera de Objeto
Multiple" or its acronym "SOFOM" followed by the words "Non-Regulated Entity"
or its abbreviation.These companies must add to their corporate name the
expression "Sociedad Financiera de Objeto Múltiple" or its acronym "SOFOM",
followed by the words "Entidad No Regulada" or its abbreviation "E.N.R.".
Unregulated multiple purpose financial companies shall not be subject to the
supervision of the National Banking and Securities
Commission.)---------------------------------------------------------------------------------------
-------------
II. To carry out all legal acts necessary or convenient for the performance of its
activities and the achievement of its objectives.
-----------------------------------------------------
III.- Acquire, alienate, possess, lease, usufruct and in general, use and
administer, under any title, all kinds of rights and real and personal property that
may be necessary or convenient for the realization of its object and the
fulfillment of its
purposes.---------------------------------------------------------------------------------------------
---------------
IV.- Discount, pledge or negotiate credit instruments, and assign the rights
arising from the credit, leasing and financial factoring operations it carries
out.-----------------------------------------------------------------------------------------------------
----
V.- Issue, draft, endorse, accept, guarantee, discount and subscribe all kinds of
credit
instruments.-----------------------------------------------------------------------------------------
----------------
VI.
To receive loans and credits from national or foreign credit institutions,
development trusts and international financial organizations and institutions, as
well as from individuals or corporations, national or
foreign.---------------------------------- ------------------
SIXTH.- NATIONALITY. EXCLUSION OF FOREIGNERS: "No foreign person,
either individual or legal entity, may have a corporate interest in the Company or
own one or more shares. If for any reason any of the aforementioned persons,
by any event, should acquire a corporate interest, thus contravening the
provisions of the preceding paragraph, it is agreed as of now that such
acquisition will be null and void and therefore cancelled, and the corporate
interest in question and the securities representing it will be considered
worthless.It is hereby agreed that such acquisition shall be null and void and
therefore cancelled, considering the corporate interest in question and the
securities representing it to be worthless, and the capital shall be deemed to be
reduced by an amount equal to the value of the cancelled
interest."-------------------------------------------------------------------------
----------------------------------------- CHAPTER II ----------------------------------
---------------------------- CAPITAL STOCK AND SHARES ----------------------
SEVENTH. CAPITAL STOCK The capital stock of the corporation will be
variable, with a fixed minimum without right of withdrawal of $527,000.00 (FIVE
HUNDRED AND TWENTY SEVEN THOUSAND PESOS, NATIONAL
CURRENCY), divided into 527 (FIVE HUNDRED AND TWENTY SEVEN)
shares with a par value of $1,000.00 (ONE THOUSAND PESOS, NATIONAL
CURRENCY), each. -------------------------------------------------------------The
minimum fixed capital must be fully subscribed and paid. The variable portion
will be unlimited.
-------------------------------------------------------------------------------------------------
Las acciones

will be divided into two (2) series. Series "A" will represent the minimum fixed
capital stock without withdrawal rights. Series "B" will represent the variable
portion of the capital stock.
------------------------------------------------------------------------------------------------------
EIGHTH.- SHARES. The shares representing the capital stock shall be
registered and of equal value, and shall confer the same rights to their holders.
Shares representing the minimum capital stock must be fully paid in cash at the
time of subscription. The Company may issue unsubscribed shares, which it
will keep in its treasury. The subscribers will receive the respective certificates
against full payment of their nominal value and the premiums, if any, fixed by
the company. ------------------------------------------------------- NINTH.-
CERTIFICATES AND STOCK CERTIFICATES. The shares will be
represented by definitive certificates, and until such certificates are issued, by
provisional certificates. The titles or certificates will be nominative and will
independently cover the shares to be put into circulation, will have coupons
attached to them, which will be detached from the title and will be delivered to
the company against the payment of dividends or interest. The provisional
certificates may also have coupons, they will be identified with a different
progressive numbering for each series; they will contain the mentions referred
to in articles one hundred eleven (111), one hundred twenty-five (125), one
hundred twenty-six (126), one hundred twenty-seven (127), and the other
relative and applicable articles of the General Corporations Law, and will bear
the signatures of two (2) proprietary board members, which may be autographic
or facsimile, provided that in the latter case they are signed by two (2)
proprietary board members.They will bear the signatures of two (2) proprietary
directors, which may be autographic or facsimile, provided, in the latter case,
that the original of the respective signatures is deposited in the Mercantile
Corporations Registry, and will be signed by two (2) proprietary directors, which
may be autographic or facsimile, provided, in the latter case, that the original of
the respective signatures is deposited in the Mercantile Corporations Registry.

Public Registry of Commerce of the company's domicile. -------------------

TENTH.- Capital Stock Increases. Increases in fixed capital may only be made
by favorable resolution of the Extraordinary General Stockholders' Meeting and
the consequent amendment of the Company's Bylaws. -----------------------------
Increases in the variable portion will be sufficient if they are approved by
resolution of the General Ordinary Shareholders' Meeting, provided that the
majority of the votes present at the Meeting vote in favor. No increase may be
decreed unless the previously issued shares are fully subscribed and paid.
When the respective resolutions are adopted, the General Shareholders'
Meeting that decrees the increase will establish the terms under which it is to be
carried out. The subscribed shares must be fully paid at all times.
--------------------------------------------------------------------------
Increases in fixed capital may only be made by favorable resolution of the
Extraordinary General Stockholders' Meeting and the consequent amendment
of the Company's Bylaws, and must be registered with the Public Registry of
Commerce. ------------------ Capital increases may be made through the
capitalization of reserves, or by means of additional contributions from members
and/or admission of others. In capital increases from reserves, all common
shares shall be entitled to their proportional share.
------------------------------------------------------------------------------------------- TWENTY-
FIRST.- Reduction of Capital Stock. Decreases in the fixed portion of the
capital stock will be made by resolution of the Extraordinary General
Stockholders' Meeting and the consequent amendment to the Bylaws.

Social.------- Capital decreases in the variable portion, except for decreases

derived from the exercise of the right of withdrawal by shareholders, may be
made by resolution of the General Ordinary Shareholders' Meeting.
------------------------------------------------------------ In no case may the fixed portion
of the capital stock be reduced to less than the legal minimum.
---------------------------------------------------------------------------------------------------
DECIMOSEGUNDO.- Derecho de preferencia. In the event of an increase in
the paid-up portion of the capital stock through the subscription and payment of
treasury shares, or of an increase in the capital stock through the issuance of
new shares, the holders of outstanding shares shall have preference, in
proportion to the shares they own, for the subscription thereof. This right will
be exercised through payment in cash and in accordance with the rules
established by the Board of Directors for such purpose, but in any case,
shareholders must be granted a term within the following fifteen business days
to exercise the preemptive right, counted from the date of publication of the
related resolutions in the official newspaper of the Company's domicile, unless,
all the shareholders being present or represented at the aforementioned
meeting, they are present or represented by proxy.In any event, the
shareholders must be granted a period of fifteen business days from the date of
publication of the related resolutions in the official newspaper of the Company's
domicile to exercise their preemptive right, unless all the shareholders present
or represented at the aforementioned Meeting waive or exercise their right on
the spot. ------------------------------------------------------------------------------
If after the expiration of the aforementioned term, or the term indicated for such
purpose by the Board of Directors, there are still shares pending subscription
and payment in the terms set forth above, then the shareholders who have
exercised their preemptive rights shall have an additional preemptive right to
subscribe for shares of the Company's capital stock.

and pay for such shares in proportion to their participation in the paid-in capital
stock, provided that the provisions of these bylaws are not contravened.
------------------------------------- ------------
Said additional preemptive right may be exercised within an additional term of
ten (10) business days from the date on which the term initially set for the
subscription and payment of the new issue of shares has expired, which must
be stated in the notice published for such purpose under the terms of the
preceding paragraph of this same article, unless all the shareholders present or
represented at said Meeting exercise such right at the meeting. This must be
stated in the notice published for such purpose pursuant to the terms of the
preceding paragraph of this same article, unless all the shareholders present or
represented at said Meeting exercise such right on the spot, with the consent of
those who do not exercise it. If at the end of said additional term there are still
unsubscribed and unpaid shares, then the provisions of Article Ten of these
Bylaws shall apply. -------------------------------------------------------------
THIRTEENTH.- TRANSFER OF SHARES. The shares of the company may be
freely transferable. ----------------------------------------------------------------
FOURTEENTH.- DEPOSIT and Registration of Shares. All of the shares may
be held on deposit in one of the institutions for the deposit of securities
regulated by the Securities Market Law. The corporation shall have a Share
Registry Book in which all operations of subscription, acquisition or transfer of
shares representing the capital stock shall be recorded, stating the previous
subscriber or holder and the transferee or acquirer, in compliance with the
provisions of Article 128 of the General Law of Commercial Companies.
fifteenth - Variation Register

of Capital. Any increase or decrease of capital stock shall be recorded in a

specific book that the corporation shall keep for that purpose.
-----------------------------------------------------------------------------------------
---------------------------------- CHAPTER III ----------------------------------------
----------------------------------------
--------------------- SHAREHOLDERS' MEETINGS -------------------------
SIXTEENTH.- SHAREHOLDERS' MEETINGS. The Shareholders' Meeting is
the supreme body of the corporation, all others being subordinate to it, and shall
be empowered to make all kinds of resolutions and appoint or remove any
director or officer or employee of the corporation under the terms set forth in
these bylaws. Its resolutions shall be enforced and their compliance shall be
supervised by the Board of Directors or by the person or persons expressly
designated by the Shareholders' Meeting. Shareholders' Meetings shall be held
at the Company's registered office.
-----------------------------------------------------------------
General Shareholders' Meetings may be Ordinary or Extraordinary. Ordinary
Meetings are those that meet to deal with any matter that is not reserved by the
General Corporations Law or by these Bylaws for Extraordinary Meetings.
Ordinary Shareholders' Meetings shall be held at least once a year, within four
(4) months following the closing of each fiscal year, in compliance with the
provisions of article one hundred and eighty one (181) of the General Law of
Commercial Companies. In addition to the matters specified in the Agenda, they
shall: (i) discuss, approve or modify the directors' report referred to in article one
hundred and seventy-two (172) of the General Corporations Law,

taking into account the opinion of the Statutory Auditors, and to take the
measures they deem appropriate; (ii) if applicable, to appoint the members of
the Board of Directors and the Statutory Auditors; and (iii) to determine their
remuneration. On the other hand, Extraordinary Meetings are those that meet to
deal with any of the matters mentioned in article one hundred eighty-two (182)
of the General Law of Mercantile Corporations. --------
Resolutions adopted by the shareholders meeting at an Extraordinary General
Meeting to amend these Bylaws must be registered with the Public Registry of
Commerce. Special Shareholders' Meetings will be held in the event that there
are several categories of shareholders and a proposal may prejudice the rights
of one of them. These meetings shall be subject to the provisions of articles one
hundred seventy-nine (179), one hundred eighty-three (183), as well as articles
one hundred ninety (190) to one hundred ninety-four (194) of the General Law
of Mercantile Corporations. ------------
SEVENTEENTH.- CONVOCATIONS. The calls for the Ordinary and
Extraordinary or Special General Shareholders' Meetings may be made (i) by
the Board of Directors, by two (2) directors or by a proprietary or alternate
statutory auditor of the Company, (ii) by the shareholders owning shares that
together represent at least thirty-three percent (33%) of the Company's capital
stock.(ii) by the shareholders owning shares representing at least thirty-three
percent (33%) of the subscribed and paid-in capital of the corporation or (iii) by
any shareholder in the cases set forth in article one hundred eighty-five (185) of
the General Law of Mercantile Corporations. The notices shall contain the
date, time, place and agenda of the meeting in question and shall be signed by
the person issuing them.
The calls for proposals

The notices for the meetings must be published in the official newspaper or in
one of those of greater circulation in the corporate domicile, at least fifteen (15)
calendar days prior to the date set for the meeting in question. Likewise, a
copy of the notice must be sent to the Company's shareholders residing outside
the Company's registered office, to the address indicated in the Share Registry
Book, with the same advance notice.
If the meeting cannot be held on the day set for its meeting, a second call shall
be made, stating this circumstance, within a period of no more than fifteen (15)
calendar days. The new notice shall contain the same information as the first
notice, and shall be published in the same media in which the first notice was
published, at least five (5) days prior to the date of the meeting on the second
notice. The same rules shall apply in the event that a subsequent call is
necessary.
The Shareholders' Meeting may be legally held even if the notice of meeting
has not been published, if the holders of all the shares representing the capital
of the corporation are present or represented. The resolutions adopted at these
Meetings shall be considered valid if, at the time of voting, all the shares are
represented.
EIGHTEENTH.- ADMISSION TO THE MEETINGS. In order to be admitted to
the Meetings, shareholders must deliver to the Secretary of the Board of
Directors, no later than two (2) business days prior to the date set for the
meeting, if applicable, the certificates of deposit issued to them by any of the
following institutions with respect to the shares and in order for the holders to
accredit their status as shareholders

for the deposit of securities regulated by the Securities Market Law,

supplemented, if applicable, with the listing referred to in article 290 of said law.
The certificates referred to above shall indicate the name of the depositor, the
number of shares deposited in the institution for the deposit of securities, the
numbers of the securities and the date of their issuance.
Upon delivery, the Secretary will issue the corresponding admission cards to
the interested parties, which will indicate the name of the shareholder and the
number of votes to which he/she is entitled, as well as the name of the
depositary.
NINETEENTH.- REPRESENTATION AT MEETINGS. Shareholders may be
represented at the Meetings by a proxy with a general or special power of
attorney, or by means of a power of attorney signed before two (2) witnesses.
The corporation must have the proxy forms available to the representatives of
the shareholders during the term referred to in article one hundred seventy-
three (173) of the General Law of Mercantile Corporations, in order that they
may promptly deliver them to those they represent. -------
The members of the Board of Directors, Statutory Auditors, General Director or
employees of the corporation may not represent the shareholders in the
Meetings. ------
TWENTIETH.- ESTABLISHMENT OF THE ASSEMBLIES. The Ordinary
General Meetings will be considered legally installed on first call if at least half
of the shares corresponding to the paid-in capital stock are represented. In the
event of a second call, they shall be legally installed regardless of the number of
shares represented. The percentages set forth in this paragraph shall be
applicable to the Special Meetings with respect to the Series of

concerned. ------------------ Extraordinary General Meetings shall be legally

installed upon first call if at least three-fourths (¾) of the paid-in capital stock is
represented. By virtue of second call, they will be legally installed if the
attendees represent at least fifty percent (50%) of the aforementioned capital.
----------
If for any reason a meeting cannot be legally installed, this fact and its causes
shall be recorded in the minutes book, observing, as appropriate, the provisions
of these bylaws. ---------------------------------------------------------------------
In addition, resolutions may be adopted outside the meeting by a unanimous
vote of the shareholders representing all the voting shares; such resolutions
shall have, for all legal purposes, the same validity as if they had been adopted
by the shareholders meeting at a General Meeting, provided they are confirmed
in writing. The document containing the written confirmation shall be sent to
the Secretary of the corporation, who shall transcribe the respective resolutions
in the corresponding minute book, and shall certify that said resolutions were
adopted in accordance with this stipulation.
TWENTY-FIRST.- DEVELOPMENT. The Chairman of the Board of Directors
shall preside over the General Meetings. If for any reason he does not attend
the meeting, the chairmanship shall correspond to the shareholder or the
shareholder's representative designated by the attendees. Special Meetings
shall be presided over by the shareholder designated by those present.
------------------------------------------------------------------------------------The Secretary of
the Board or, in his absence, the Secretary of the Board shall act as Secretary.

pro-secretary or such other person as may be designated by the Assembly.

-------------------------------------------------------------------------
The Chairman shall appoint scrutineers to one or more of the shareholders or
share representatives present, who shall validate the attendance list, indicating
the number of shares represented by each
attendee.----------------------------------------------------------------
No matter not included in the agenda shall be discussed or resolved, unless all
the shareholders are present. ----------------------------------------------------------------
Independently of the possibility of adjournment referred to in article one hundred
ninety-nine (199) of the General Law of Mercantile Corporations, if all the items
included in the agenda cannot be dealt with on the date indicated, the meeting
may continue to be held by means of subsequent meetings to be held on the
date determined by the meeting, without the need for a new call, but between
each two (2) of the meetings in question there may be no adjournment.The
meeting may continue to be held by means of subsequent meetings to be held
on the date determined by the same, without the need for a new call, but
between each two (2) of the meetings in question, no more than three (3)
business days may elapse. These subsequent sessions shall be held with the
quorum required by law and these bylaws for the first, second or subsequent
call, as the case may be. ------------------------------------------------------------------------
TWENTY-SECOND.- Voting and Resolutions. At meetings, each outstanding
share shall entitle the holder to one vote. Voting shall be by roll call or by
ballot, unless a majority of those present agree that the votes shall be taken by
roll call or by ballot. At Ordinary General Meetings, whether held on first or
subsequent call, resolutions shall be adopted by a simple majority of votes of
the shares represented.
--------------------------------------------------------------------------------
Si

in the case of an Extraordinary General Meeting, whether meeting on first or

subsequent call, the resolutions shall be valid if approved by half of the capital
stock. The members of the Board of Directors may not vote to approve its
accounts, reports or opinions, or on any matter affecting their personal
responsibility or interest.
The articles of incorporation as well as the amendments to the bylaws shall be
registered with the Public Registry of Commerce.
TWENTY-THIRD.- MINUTES. Minutes shall be taken of every Shareholders'
Meeting and shall be transcribed in the respective minute book, mentioning the
resolutions adopted at the meeting, listing the shareholders present and the
number of shares represented. The minutes of the Assemblies shall be signed
by the Chairman and the Secretary of the Assembly, as well as by the
Commissaries attending, and by those who wish to do so. A file will be prepared
for each Meeting, consisting of the documents corresponding to the Meeting, as
well as the documents that justify that the calls were made in accordance with
the terms of the General Law of Mercantile Corporations.
---------------------------------- CHAPTER IV ------------------------------------
------------------------------ ADMINISTRATION ---------------------------------
TWENTY-FOURTH.- ADMINISTRATIVE BODY. The management and
administration of the Company is entrusted to a Sole Director or to a Board of
Directors which, as the case may be, will be composed of a minimum of three
(3) proprietary directors who will perform the functions of President, Secretary
and Treasurer, and an equal number of alternates. Series "B" shareholders, if
any, will have the right to appoint at least one director. The appointment of
directors may be revoked only if the following conditions are met

of minority, when that of all the others of the same series is revoked.
TWENTY-FIFTH.- Board Members. The Sole Administrator or the members of
the Board of Directors may be partners or persons from outside the company
who must demonstrate recognized honorability and have ample knowledge and
experience in financial and administrative matters; They shall hold office for a
term of one year, and may be reelected, and shall retain their representation
even after the end of their term of office until those appointed to replace them
take office.-----------
TWENTY SIXTH.- Substitutions. If any of the directors ceases to be a director
before the end of his term of office, it must be considered in the Agenda of the
next Ordinary General Shareholders' Meeting in order for a new appointment to
be made.
TWENTY-SEVENTH.- PRESIDENT, SECRETARY AND TREASURER. In the
event that the corporation has a Board of Directors, the directors shall elect,
annually, from among the members and shall have the following
prerogatives:-------------------
Of the Chairman of the Board of Directors:---------------------------------------
a) To preside over the General Shareholders' Meetings and sessions of the
Board of Directors, as well as the sessions of the existing committees.
------------------------------------b) Formulate, sign and publish the calls and notices
for the General Shareholders' Meetings or meetings of the Board of Directors,
as well as to General Shareholders' Meetings or meetings of the Board of
Directors, as well as to supervise the preparation of the reports referred to in
article one hundred and seventy-two (172) of the General Law of Commercial
Companies. ---------------------------------------------------------------------------------
c) Represent society before all types of governmental authorities,

and judicial, federal, local and municipal, exercising the broadest powers for
lawsuits and collections and for the administration of assets under the terms of
the first two (2) paragraphs of article two thousand five hundred and fifty-four
(2554) of the Civil Code for the Federal District, including those that, in
accordance with article two thousand five hundred and eighty-seven (2587) of
the same ordinance, require a clause of the same.Article two thousand five
hundred and fifty-four (2554) of the Civil Code for the Federal District, including
those that in accordance with Article two thousand five hundred and eighty-
seven (2587) of the same ordinance, require a special clause.
d) To do everything in its power to ensure that each and every member of the
Board of Directors complies with his or her respective obligations.
e) Submit to the Board of Directors and to the Shareholders' Meetings such
proposals as it may deem pertinent and beneficial to the interests of the
corporation, as well as inform the shareholders at the General Meetings of all
matters of interest related to the business of the corporation.
f) To delegate to any member of the Board of Directors, Officer or employee of
the Company any of its powers when it deems it necessary or convenient.
--------------
g) To exercise control and direction of the business of the corporation and to
carry out all that is necessary or prudent to protect the interests of the
corporation, taking, in case of emergency, the indispensable measures, but
immediately notifying such measures to the Board of Directors in case they are
beyond the scope of his powers as Chairman.
The above powers may be extended, restricted or modified by the
Shareholders' Meeting or the Board of Directors.
------------------------------------------------------------
Of the Secretary of the Board of Directors: ---------------------------------------
a) Attend all General Shareholders' Meetings

and meetings of the Board of Directors, prepare the minutes and keep the
respective minute books and other corporate books for this purpose, but not the
accounting books, and issue the certified copies of the minutes that may be
required.
b) To have under its custody and file all documents related to the Shareholders'
Meetings, meetings of the Board of Directors and resolutions adopted
unanimously, outside of meetings and sessions.
c) Formulate, sign and publish the notices and notifications for the General
Shareholders' Meetings and the meetings of the Board of Directors.
The above powers may be extended, restricted or modified by the
Shareholders' Meeting or the Board of Directors.
Of the Treasurer of the Board of Directors: ----------------------------------------
A).- To sign all documentation related to the movement of securities of the
Company entrusted to his care. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - --
--
B).-Responder personalmente de las cantidades que atesore y maneje
procurando que la aplicación de los egresos sea para el logro de los fines de la
Sociedad y de acuerdo con las instrucciones de las Asambleas y del Consejo
de Administración.- - - - - - - - - - - - - - - - - - -
C).- Llevar la información contable con toda claridad, asentando los
movimientos de la Tesorería que deberán estar siempre al corriente. - - - - - - - -
---------------------
D).- Llevar a cabo un corte de caja mensual del movimiento de fondos
registrados durante el mismo periodo, informado a la asamblea y haciendo
notar las necesidades que a su juicio existan para mantener el perfecto y
normal estado económico la Sociedad. - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
------------
E).

in a current account, which shall be controlled by joint signatures authorized by

the General Assembly.
F).- Las demás que le imponga u otorgue el Consejo de Administración o la
Asamblea de Socios.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
---------------
VIGÉSIMO OCTAVO.- SESIONES DEL CONSEJO DE ADMINISTRACIÓN.
Meetings shall be called by the President, by the Secretary, by the Treasurer, or
by any two (2) Board Members; said call shall be sent by mail, telegram or tele-
copier, e-mail or by any other means that ensures that the members of the
Board are notified at least fifteen (15) calendar days prior to the meeting.
The Board of Directors shall meet at least quarterly and additionally, when
called by the Chairman of the Board, at least one fourth of the Board members,
or by the Company's Statutory Auditor. ----------------------------------------------
Meetings may be held without such notice if all the directors or their respective
alternates are present. ----------------------------------------- TWENTY-NINTH.-
QUORUM AND VOTING. If applicable, the Board of Directors shall validly meet
when the majority of its members are present and its resolutions shall be valid
when adopted by the affirmative vote of the majority of the Board members
present. ------------------------------------------------------------------In accordance with
the provisions of the last paragraph of Article 143 of the General Law of
Mercantile Corporations, the Board of Directors may adopt resolutions without
the need to meet in a Board of Directors meeting, provided that such resolutions

be taken by unanimous vote of its members. Such resolutions shall have the
same force as those adopted at a meeting of the Board of Directors, provided
that they are confirmed in writing.
-------------------------------------------------------------------------- The document
containing the written confirmation shall be sent to the Secretary of the
corporation, who shall transcribe the respective resolutions in the corresponding
minute book, and shall certify that said resolutions were adopted in accordance
with this stipulation. ----
The corresponding attendance list shall be signed for each meeting, in which
the names of the directors who were present shall be recorded and minutes
shall be taken, which shall be transcribed in the book of minutes of the Board
Sessions of the corporation, in which the resolutions adopted at the meeting
shall be recorded. transcribed in the book of minutes of the Board Meetings of
the corporation; in which the resolutions adopted at the meeting shall be
recorded; they shall be signed by all those present or, if so authorized, by the
Chairman and the Secretary of the meeting. The meetings may be held at the
corporate domicile or at any other place within Mexican territory or abroad.
------------------------------------------------------------------------------------------
TRIGÉSIMO.- CAUCIÓN. The Sole Administrator or, as the case may be, the
directors shall not be obliged to guarantee the performance of their duties
unless so determined by the Shareholders' Meeting that elects them, in which
case the guarantee granted shall remain in force during the term of their office
and until the Ordinary Shareholders' Meeting approves the financial statements
for the fiscal years during which they have held office.
----------------------------------------------------------------------------------------------------
THIRTY-FIRST.- POWERS OF THE BOARD OF DIRECTORS. The Sole
Administrator or, as the case may be, the Board of Directors shall

Administration shall have the power to conduct and direct the affairs of the
corporation and shall enter into and perform all contracts, acts and business
relating to the corporate purpose and shall represent the corporation before all
kinds of administrative and judicial authorities with all the powers required for
lawsuits and collections and for judicial representation, as well as for acts of
administration and ownership. the corporation before all kinds of administrative
and judicial authorities with all the powers required for lawsuits and collections
and for judicial representation, as well as for acts of administration and
ownership, including those prerogatives that require a special clause in
accordance with Articles: Two thousand four hundred and forty (2440), Two
thousand four hundred and eighty (2480) and Two thousand four hundred and
eighty one (2481) of the Civil Code for the Free and Sovereign State of Puebla;
as well as well as their correlatives Two thousand five hundred and fifty-four
(2554) and Two thousand five hundred and eighty-seven (2587) of the Civil
Code for the Federal District, mentioning in an enunciative and non-limiting
manner the following: -------
a) General Power of Attorney for Pleitos y Cobranzas, with all general and
special powers, including those that require special clause in terms of the
provisions of Article Two thousand four hundred and forty fraction one of the
Civil Code for the Free and Sovereign State of Puebla and its correlatives in the
place where it is exercised. Igualmente gozarán de facultades en términos de lo
previsto por los artículos once, cuarenta y siete, ciento treinta y cuatro fracción
tercera, quinientos veintitrés, six hundred ninety-two first, second and third
sections, six hundred eighty-six, six hundred eighty-seven, eight hundred
seventy-six, eight hundred seventy-eight, eight hundred eighty-three and eight
hundred eighty-four of the Federal Labor Law; therefore they will represent the
company before all kinds of administrative, judicial, federal, state and municipal
authorities,

before all kinds of conciliation and conciliation and arbitration boards, whether
federal or local and other labor authorities, before arbitrators and arbitrators.
The foregoing powers include, but are not limited to, powers to (I) file all kinds of
lawsuits and appeals, including amparo proceedings and to withdraw from
them; (II) to settle, compromise in arbitration, articulate and absolve positions,
assign assets, challenge, and receive payments; (III) file complaints and
lawsuits, withdraw from the latter, grant pardons, and assist and cooperate with
other parties in the proceedings.(II) to compromise, compromise in arbitration,
articulate and absolve positions, make assignment of assets, challenge, receive
payments; (III) to file complaints, file lawsuits, withdraw the latter, grant pardon
and cooperate with the Public Prosecutor's Office in criminal proceedings.- - - - -
----
b) Administrar los negocios y bienes sociales, con Poder General para Actos de
Administración en términos del Artículo Dos mil cuatrocientos cuarenta fracción
segunda del Código Civil para el Estado Libre y Soberano de Puebla y sus
correlativos en el lugar en que se ejercite. - - - - - - - - - - - - - - - -- - - - - - - - - - - -
-----------------------
c) Poder para Ejercer Actos de Dominio respecto de los bienes muebles e
inmuebles de la sociedad o de sus derechos reales o personales, en téc)
Power of attorney to exercise acts of ownership with respect to the movable and
immovable property of the company or its real or personal rights, in terms of
Article Two thousand four hundred and forty third section of the Civil Code for
the Free and Sovereign State of Puebla and its correlatives in the place where it
is exercised.- - - - - - - - - - - - - - - - - - - - - - - - - -
d) Girar, aceptar, endosar, otorgar, avalar o de cualquier otra manera suscribir
títulos de crédito, conforme a lo previsto por el artículo noveno de la Ley
General de Títulos y Operaciones de Créd) To draw, accept, endorse, grant,
endorse, guarantee or in any other manner subscribe credit instruments, as
provided in article nine of the General Law of Credit Instruments and
Transactions, including powers to open and close all kinds of bank accounts, to
draw against them and to designate persons to sign on such accounts, as well
as to revoke such designations to exercise them individually or jointly with other
attorneys-in-fact or authorized persons. - - -

------------------------------------------
e) Otorgar y revocar los poderes que se consideren convenientes, con o sin
derecho de substitucióe) To grant and revoke such powers of attorney as may
be deemed advisable, with or without the right of substitution, and may grant
therein the powers conferred by these bylaws to the Sole Administrator, the
Chairman of the Board of Directors or the Board of Directors, as the case may
be, retaining the exercise of such powers. - - - - - - - - - - - - - - - - - - - - - - - - f)
Decidir sobre todos los asuntos que se refieran a la adquisición, o venta por la
sociedad, de acciones, bonos o valores, a la participación de la sociedad en
otras empresas o sociedades y a la adquisición, construcción o venta de
inmuebles. - - - - - - - - - - - - - - - - - - g) Ejecutar los acuerdos de la asamblea,
delegar sus funciones en alguno o algunos de sus consejeros, funcionarios de
la sociedad o apoderados que designe al efecto, para que las ejerzan en el
negocio o negocios y en los términos y condiciones que el mismo consejo de
administración, en su caso, señale. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - h) Determinar los egresos; convocar a las asambleas; Formular los
Estados Financieros y; en general llevar a cabo los actos y operaciones que
sean necesarios o convenientes para la realización del objeto social, hecha
excepción de los expresamente reservados por la Ley o por los estatutos
sociales. - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - i)
Facultad para acudir ante la Secretaría de Hacienda y Crédito Público o ante el
sistema de Administración Tributaria, INFONAVIT, and any other fiscal
institution or Health Services in order to carry out the necessary procedures for
the benefit of the company.- - The meeting may limit or regulate the powers
contained in the following paragraphs.

this Article. - - - - - - - - -
THIRTY-SECOND.- GENERAL MANAGER AND MANAGERS. The
shareholders in Ordinary Meeting, the Sole Administrator or the members of the
Board of Directors, may appoint a general manager who must reside in Mexico,
a general manager and any other manager deemed necessary, who will have,
in accordance with article one hundred forty-six (146) of the General Law of
Mercantile Corporations, the powers conferred upon them. In any case, the
granting to any of said persons of the power to open or cancel any type of bank
or investment account, as well as the power to designate or substitute the
signatories authorized to dispose of the funds or securities deposited in said
accounts, must be express.
The General Director shall reside in the national territory.
THIRTY THIRD.- Remuneration. The members of the Board of Directors shall
receive as emoluments, the amount determined by the General Ordinary
Stockholders' Meeting. The relative decisions shall remain in force as long as
they are not modified by the Ordinary General Assembly itself.
---------------------------------- CHAPTER V
---------------------------------- SURVEILLANCE
THIRTY-FOURTH.- COMMISSIONERS. The supervision of the corporation
will be in charge of at least one statutory auditor appointed by the shareholders,
who may be shareholders or persons outside the corporation, and will have the
powers and duties set forth in article one hundred sixty-six (166) of the General
Law of Mercantile Corporations and those established by other legal provisions.
----------------------------------
The persons mentioned in article one hundred and sixty-five (165) of the
General Law of Mercantile Corporations may not be Statutory Auditors.
THIRTY-FIFTH.- DURATION. The Commissioner

or the Statutory Auditors shall remain in office from the date of an Annual
Ordinary Stockholders' Meeting to the date of the following Annual Ordinary
Stockholders' Meeting, unless prior to such date they are removed by the
Ordinary Stockholders' Meeting. In any case, they may be reelected indefinitely
and shall remain in office until the persons appointed to replace them have
taken office.
------------------------------------------------------------------------------------------------
THIRTY-SIXTH.- POWERS AND DUTIES OF THE STATUTORY AUDITOR.
The Statutory Auditor or Statutory Auditors shall have the powers and duties
referred to in article one hundred and sixty-six (166) and other applicable
provisions of the General Law of Mercantile Corporations.
------------------------------------------------------------------
THIRTY-SEVENTH.- BAIL BOND OF THE COMMISSIONERS. The Statutory
Auditor or Statutory Auditors shall not be obliged to provide surety for the
performance of their duties unless the Stockholders' Meeting that elects them
so resolves, in which case the guarantees granted shall continue in force during
the time they are in office and until the Stockholders' Meeting approves the
financial statements for the fiscal years during which they were in office.
--------------------------------------------------------------------
TRIGÉSIMO OCTAVO.- RemuneraciÓn. The Statutory Auditors shall receive
the compensation established by the General Ordinary Stockholders' Meeting,
and must be summoned, with voice, but without vote, to the Stockholders'
Meetings, to the meetings of the Board of Directors and to the meetings of the
committees determined by the Board of Directors.
---------------------------------- CHAPTER VI
------- CORPORATE YEARS, FINANCIAL INFORMATION,
------------------------- PROFIT AND LOSS
THIRTY-NINTH.- CORPORATE YEARS. The

The fiscal year will begin on January first (1) and will end on December thirty-
first (31) of each year, with the exception that in the event that the company
enters into liquidation or is merged, its fiscal year will end early on the date on
which it enters into liquidation or is merged, and it will be considered that there
will be a fiscal year during the entire time that the company is in liquidation, the
latter to coincide with the provisions of article eleven (11) of the Federal Fiscal
Code.In the event that the company enters into liquidation or is merged, it will
be considered that there will be a fiscal year during all the time that the
company is in liquidation, and the latter must coincide with the provisions of
article eleven (11) of the Federal Fiscal Code.
------------------------------------------------
FOURTEENTH - Financial Information. Annually, the Board of Directors shall
submit to the General Ordinary Shareholders' Meeting a report in accordance
with the terms set forth in article one hundred and seventy-two (172) of the
General Corporations Law.
---------------------------------------------------------------------------------------------------
The aforementioned report, including the statutory auditor's report referred to in
article one hundred and sixty-six (166) of the General Law of Commercial
Companies, must be completed and made available to the shareholders,
together with the supporting documentation, at least fifteen calendar days prior
to the meeting at which they are to be discussed.
----------------------------------------------------------------------------------------------------
Shareholders shall be entitled to receive a copy of the corresponding reports.
--------------------------------------------------------------------------------------------
Within fifteen (15) calendar days following the date on which the General
Ordinary Shareholders' Meeting has approved the report referred to in the
general statement of article one hundred and seventy-two (172) of the General
Companies Law

The financial statements included therein, together with the notes and the
statutory auditor's report, must be published in the official newspaper of the
entity where the company is domiciled.
------------------------------------------------------------------------------------------------------
FOURTY-FIRST.- Profits and Losses. The corporation may redeem the shares
with distributable profits by resolution of the Extraordinary General
Shareholders' Meeting, pursuant to the terms of article one hundred thirty-six
(136) of the General Law of Mercantile Corporations.
----------------------------------------------------------------------
The net profits of each fiscal year, after deducting the amounts legally
corresponding to income tax for the year, distribution of profits to the personnel
of the corporation, if any, and amortization of losses from previous years, shall
be distributed as follows: (a) Five percent (5%) per annum to constitute and
reconstitute the reserve fund, until it is equal, at least, to twenty percent (20%)
of the capital stock.
------------------------------------------------------------------------------------------------
b) If the stockholders' meeting so determines, it may establish, increase or
suppress the capital reserves it deems appropriate or constitute provident
funds, as well as special reserve funds, without prejudice to the constitution and
establishment of the funds and reserves required by law.
c) The remainder, if any, shall be applied in the manner determined by the
General Ordinary Stockholders' Meeting.
-----------------------------------------------------------------------------------
Dividend payments shall be made on the days and at the places determined by
the Ordinary General Meeting or the Board of Directors.

The dividends shall be notified by means of a notice published in a newspaper

of major circulation of the corporate domicile, or by direct written notification to
the shareholder's
domicile.-------------------------------------------------------------------------------------.
Dividends not collected within five (5) years, counted from the date on which
they became due, shall be deemed waived and prescribed in favor of the
corporation. -----------
Losses, if any, will be compensated firstly by the profits of previous years
pending application, secondly by the reserve funds, and if these are insufficient,
by the paid-in capital stock, it being understood that the liability of the
shareholders in relation to the obligations of the corporation will be limited only
up to the value of their respective contributions.
---------------------------------- CHAPTER VII
---------------------- DISSOLUTION AND LIQUIDATION
FOURTY-SECOND.- Dissolution and Liquidation. The corporation will be
dissolved in advance in any of the cases provided for in article two hundred and
twenty-nine (229) of the General Law of Mercantile Corporations. The
revocation of the authorization to operate will also place the company in a state
of liquidation, in terms of section II (two roman) of article two hundred and
twenty-nine (229) of the aforementioned Law.
----------------------------------------------------------------------------------------------------------
--
Once the dissolution of the corporation has been declared, it will be placed in a
state of liquidation, which will be in charge of a liquidator appointed by the
shareholders themselves and must act as decided by the Shareholders'
Meeting. ----------------------------------------------------------------------------------
La

The Shareholders' Meeting that appoints the liquidator shall set a term for the
performance of his duties, as well as the remuneration, if any, to which he shall
be entitled. ---------------------------
The liquidator will proceed with the liquidation of the corporation and the
distribution of the proceeds thereof among the shareholders, in proportion to the
number of their shares, in accordance with article two hundred and forty (240)
and other applicable provisions of the General Law of Mercantile Corporations.
------------------------------------------------------------------------------------
However, in the liquidation procedure, if after the payment of the liabilities has
been assumed, there are shares or rights of this company in other companies,
the liquidator shall, with respect to these, distribute them among the different
shareholders, pro rata to their participation in the company. The liquidator shall
proceed to distribute them among the different shareholders, pro rata to their
participation in the company, being expressly forbidden to award to any
shareholder rights or shares in any of these companies in percentages that
exceed their shareholding in the company being liquidated.
--------------------------------- CHAPTER VIII
---------- JURISDICTION AND SUPPLEMENTARY REGULATIONS
FORTY-THIRD.- JURISDICTION. The courts of the domicile of the Company
shall be the only courts competent to intervene and enforce these Bylaws. For
this purpose, the shareholders, the members of the Board of Directors, the
Statutory Auditor and other officers of the Company expressly submit to the
jurisdiction of said courts to resolve any controversy that may arise between
them and the Company, waiving any other jurisdiction that may correspond to
them by reason of their present or future domiciles or any other jurisdiction.

motive. -------------------------------------------
FORTY-FOURTH.- SUPPLEMENTARY REGULATIONS. For all matters not
expressly provided for in these Bylaws, the provisions contained in international
treaties or agreements to which the United Mexican States is a party;
commercial legislation; commercial uses and practices; the rules of the Federal
Civil Code and the Federal Tax Code will be applicable.
---------------------------------- CHAPTER IX
---------------------- ADDITIONAL PROVISIONS
FORTY-FIFTH.- TRUSTS. The company will be subject, with respect to the
guarantee trust operations it administers in accordance with Section II (two
Roman) of Chapter V of Title II (two Roman) of the General Law of Securities
and Credit Operations, to the provisions of articles seventy-nine (79) and eighty
(80) of the Law of Credit Institutions for such institutions.The corporation will be
subject, with respect to the guarantee trust operations that it administers in
accordance with Section II (two roman) of Chapter V of Title II (two roman) of
the General Law of Credit Instruments and Operations, to the provisions of
Articles seventy-nine (79) and eighty (80) of the Law of Credit Institutions for
such institutions. In the guarantee trust contracts referred to in article three
hundred and ninety-five (395) of the General Law of Credit Instruments and
Operations and in the execution thereof, the company shall be prohibited:
------------------------------------------------------------------------------
I. To act as trustees in any trusts other than guaranty trusts; --------
II. Use the cash, assets, rights or securities of the trusts to carry out
transactions by virtue of which its trustees, directors, the members of its board
of directors, whether or not they are in office; its officers or employees; its
statutory auditors, whether or not they are in office; its external auditors; the
members of the technical committee; and the members of its technical
committee are or may be debtors or beneficiaries.

of the respective trust; the ascendants or descendants in the first degree or

spouses of the aforementioned persons; the companies in whose assemblies
such persons or the company itself have a majority;
-----------------------------------------------------------------------------
III. Enter into transactions for its own account;
------------------------------------------------------------
IV. Acting in trusts through which limitations or prohibitions contained in this or
other laws are evaded; ---------------------------------------------------------------------------
V. To be liable to the settlors or trustees for the default of the debtors for the
assets, rights or securities of the trust, except for their fault as provided in the
final part of article three hundred ninety-one (391) of the General Law of Credit
Instruments and Operations. If at the end of the trust, the assets, rights or
securities have not been paid by the debtors, the trustee must transfer them,
together with the cash, assets, and other rights or securities constituting the
trust patrimony to the settlor or trustee, as the case may be, refraining from
covering the amount thereof. In the trust contracts, the provisions of this
subsection and a declaration of the trustee in the sense that it has
unequivocally made known its contents to the persons from whom it has
received the cash, goods, rights or securities for its fiduciary assignment, shall
be inserted in a notorious manner;
VI. Act as trustees in trusts through which funds are raised, directly or indirectly,
from the public by means of any act causing direct or contingent liabilities;
--------------------------------------------------------------------------------------------------VII.
Acting in trusts through

from which limitations or prohibitions contained in this or other laws are evaded;
--------------------------------------------------------------------VIII. To act as trustees in the
trusts referred to in the second paragraph of article eighty-eight (88) of the
Investment Companies Law, and ------------------------------IX. To administer rural
estates, unless they have received the administration to guarantee to the
trustee the fulfillment of an obligation and his preference in the payment with the
value of the same estate or its products.
--------------------------------------------------------------------
CUADRAGÉSIMO SEXTO.- SUPERVISIÓN. The Company is not an auxiliary
credit organization and is not, nor is it required to be, authorized by the Ministry
of Finance and Public Credit in order to be incorporated and operate as such.
The Company will not be subject to the supervision of the National Banking and
Securities Commission. ----
The protection and defense of the rights and interests of the public user of the
services that, in the performance of the operations indicated in article eighty-
seven B (87B) of the General Law of Organizations and Activities Auxiliary to
Credit, is provided by the Company, will be in charge of the National
Commission for the Protection and Defense of the Users of Financial Services,
in terms of the Law for the Protection and Defense of the Users of Financial
Services.The National Commission for the Protection and Defense of the Users
of Financial Services, in terms of the Law for the Protection and Defense of the
Users of Financial Services, will be in charge of the Company. With respect to
the aforementioned services, the Company will be subject to the
aforementioned Law, in the terms contemplated therein for the financial
institutions defined therein. By virtue of this, the National Commission for the
Protection and Defense of Financial Services Users may exercise, with respect
to the Company for the rendering of the aforementioned services, the same
powers as those granted to the Company by the National Commission for the
Protection and Defense of Financial Services Users.

The Company shall be subject to the corresponding penalties provided for in

said law and the corresponding sanctions provided for in said law shall be
applicable to the Company itself. --------------------
Notwithstanding the provisions of this Article, the powers that the Law of
Transparency and Promotion of Competition in Secured Credit grants to the
National Banking and Securities Commission with respect to financial
institutions that grant secured credit under the terms of said law, shall be
deemed to be granted to the National Commission for the Protection and
Defense of Financial Service Users with respect to the Company.The powers
that the Law of Transparency and Promotion of Competition in Secured Credit
grants to the National Banking and Securities Commission with respect to
financial entities that grant secured credit under the terms of said law shall be
understood to be granted to the National Commission for the Protection and
Defense of the Users of Financial Services with respect to the Company.
--------------------------------------------------------------------------------------------------
The Company will be subject to the components, the calculation methodology
and the periodicity of the total annual cost determined by the National
Commission for the Protection and Defense of Financial Services Users in
terms of article ten (10) of the Law for Transparency and Promotion of
Competition in Secured Credit. For such purpose, the Company shall cooperate
with the Commission by providing the information requested by the Commission
for purposes of the provisions of such provision.
---------------------------------------------------------
===============================
FIRST. The Minimum Fixed Capital Stock, without right of withdrawal, is formed
by issuing 527 (FIVE HUNDRED AND TWENTY SEVEN) Series "A" SHARES
of $1,000.00 (ONE THOUSAND PESOS ZERO CENTS NATIONAL
CURRENCY) each, fully subscribed and paid by the founding partners, in the
following form: - - - - - - - - - - -
************** $ 31,000.00
Thirty-one shares of ONE THOUSAND PESOS, National Currency, each
one.-----------------------------
**************$

31,000.00
Thirty-one Shares of ONE THOUSAND PESOS National Currency, each
one.-----------------------------
**************$ 31,000.00
Thirty-one Shares of ONE THOUSAND PESOS National Currency, each
one.-----------------------------
************** $ 31,000.00
Thirty-one Shares of ONE THOUSAND PESOS National Currency, each
one.-----------------------------
**************$ 31,000.00
Thirty-one Shares of ONE THOUSAND PESOS National Currency, each
one.-----------------------------
**************$ 31,000.00
Thirty-one shares of ONE THOUSAND PESOS Mexican pesos
each.----------------------------- -----------------------------
**************$ 31,000.00
Thirty-one shares of ONE THOUSAND PESOS Mexican pesos
each.-----------------------------
**************$ 31,000.00
Thirty-one shares of ONE THOUSAND PESOS Mexican pesos
each.-----------------------------
VALENTIN CORREO RAMIREZ $ 31,000.00
Thirty-one Shares of ONE THOUSAND PESOS National Currency, each
one.-----------------------------
IVAN FELICIANO HERNANDEZ BRAVO N $ 31,000.00
Thirty-one shares of ONE THOUSAND PESOS Mexican pesos
each.-----------------------------
JOSE ALFREDO BETANZO MARIN $ 31,000.00
Thirty-one Shares of ONE THOUSAND PESOS Mexican pesos
each.-----------------------------
ELIO ROBERTO ESCAMILLA LOPEZ $ 31,000.00
Thirty-one shares of ONE THOUSAND PESOS Mexican pesos
each.-----------------------------
AQUILES SIDAR FIERRO $ 31,000.00
Thirty-one Shares of ONE THOUSAND PESOS Mexican pesos
each.-----------------------------
JUAN

ROQUE RUIZ LOPEZ $ 31,000.00

Thirty-one Shares of ONE THOUSAND PESOS National Currency, each
one.-----------------------------
**************$ 31,000.00
Thirty-one Shares of ONE THOUSAND PESOS National Currency, each
one.-----------------------------
**************$ 31,000.00
Thirty-one shares of ONE THOUSAND PESOS each.-----------------------------
T O T A L: FIVE HUNDRED TWENTY-SEVEN SHARES, WITH A JOINT
VALUE OF $527,000.00 (FIVE HUNDRED TWENTY-SEVEN THOUSAND
PESOS, ZERO CENTS NATIONAL
CURRENCY).------------------------------------------------------------
SECOND. The grantors consider this meeting as the first Ordinary General
Shareholders' Meeting and pass the following resolutions:
----------------------------------------
I.- The Company will be managed by a BOARD OF DIRECTORS made up as
follows: President: **************, Alternate: **************, Secretary:
**************Suplente: **************, Treasurer: ************** Alternate:
**************CORREO. The Board of Directors will have the powers enumerated
in Article Thirty One of the Company's
Bylaws.--------------------------------------------------------------------------------------- II.-
Mr. ************** is hereby appointed Commissioner of the
Company.--------------------------------------------------------------------------------------------
------- III. Mr. ************** GENERAL MANAGER is hereby appointed, having
the powers enumerated in Article Thirty One of the Company's Bylaws;
--------------------------------------------------------------IV.- Mr. ************** is hereby
authorized to go before the Notary Public of his choice and execute the Articles
of Incorporation of the Company.---