PARTICIPATION ASSOCIATION AGREEMENT CELEBRATED BY THE ONE

PART BY C. ______________________________________ WHAT IN IT

THEN THE ASSOCIATE IS CALLED THE ASSOCIATE AND THE OTHER IS
CALLED THE C. __________________ WHO OR WHO SHALL HEREIN BE
CALLED THE ASSOCIATE, IN ACCORDANCE WITH THE FOLLOWING
DECLARATIONS AND CLAUSES:

STATEMENTS

I. The partner declares:

a) That is dedicated to carrying out commerce in a legal and established manner,

with tax domicile in _____________________; be registered in the Federal Registry
of Taxpayers whose registration is ______________________.
b) What does it have as a twist?__________________________________

II. The associate declares:

a) That it is your will to enter into a joint partnership contract, with the purpose of
providing assets to the partner, so that it can increase its commercial activities and
share in the profits generated by them.

b) Have his home prosecutor in

c) Whose Federal Taxpayer Registry is

III. Having stated the above, the parties agree to submit to the following:
FIRST . – The associate will contribute and transfer ownership of $100,000.00
(ONE HUNDRED THOUSAND PESOS 00/100 MN), with the purpose of
exploiting them commercially and allocating them to the promotion of the
commercial activities specified in declaration I of this contract.

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SECOND .- The member accepts the cash provided by the member and
undertakes to allocate it to the promotion of the commercial activities indicated in
declaration I of this contract. It also undertakes to share with the associate in the
profits arising from its commercial operations mentioned above, as well as the
obligations contracted, during the term of this contract.

THIRD.- It is in the interest of the member that all commercial activities carried
out by himself or through an intermediary, equal or similar to those indicated in
declaration I of this contract, will be included and affected by the distribution
regime that is hereby established. establishes for the benefit of the associate.

FOURTH.- The member undertakes to act in his own name and not to establish a
legal relationship between the member and third parties linked to the commercial
negotiation.

FIFTH.- On a quarterly basis, the member will present to the members the
statements of financial situation to date, within the first ten days of the month
following the quarter, showing the operations and results obtained from the
commercial negotiation mentioned in declaration I of this contract and showing
reality and veracity in them.

SIXTH.- The member may transfer his rights with prior authorization from the
member and giving thirty days' notice.
SEVENTH.- Additional contributions may be made upon agreement of the
contracting parties, specifying an additional relationship authorized and signed by
them, as well as the agreed terms and percentages for the distribution of profits.

EIGHTH.- This contract has a duration of one year, at the end of which the
member must return to the member the amount invested, which was indicated in
the FIRST clause of this contract.

NINTH.- This contract may be terminated in advance at the will of any of the
parties upon prior communication to each other, at least thirty days in advance or
for any of the causes established in article 259 of the General Law of Commercial

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Companies.

TENTH.- In the event of termination of this contract, the member will have the
obligation to return to the member the amount invested, which was indicated in the
FIRST clause of this contract no later than within the first ten days of the date of
termination.

ELEVENTH.- This joint venture will be liquidated in accordance with the terms of
articles 234 to 249 of the General Law of Commercial Companies and for this
purpose the contracting parties will agree on the corresponding liquidators.

TWELFTH.- For everything related to the interpretation and fulfillment of this

contract, the contracting parties agree to be subject to the jurisdiction and
competence of the courts of the city of ____________.- renouncing the privilege of
any other jurisdiction that they have or will have due to their current or future
domicile.

This contract was signed at _____________________________________________,

They declare that their will has been freely expressed and that their consent is not
vitiated by any defect of will and consequently, as proof, they stamp their
signatures on the margin and at the bottom of this document.

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THE C. _____________________________

THE C. _____________________________

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