ORDINARY GENERAL MEETING OF SHAREHOLDERS OF

"________________________, ANONYMOUS SOCIETY OF VARIABLE

CAPITAL"
__ OF _______ OF 20___.

In the city of _________________, registered office of the

Mercantile Company called “________________________, SA DE CV” , at 12:00
hours on the day __ of _______, 20___, they met at the property marked with
the number ____ on __________ street, in this city, the shareholders who make
up the same in order to hold an Ordinary General Assembly of Shareholders
of said Company, which will be chaired by Mr. ______________________, in
his capacity as Sole General Administrator of the Company, who in turn
appoints to serve as Secretary of Minutes of this meeting to
_____________________ , stating that the Commissioner of the Company Mr.
___________________ is present , with the appointment of Teller for this
Assembly falling to Mr. ___________________ , who is present as a guest , The
above being done in accordance with the provisions of clause Nineteenth of
the Statutes.

The President asked the Secretary to read the Agenda that is

submitted for consideration by the shareholders, which is transcribed
below:

ORDER OF THE DAY:

I.- Attendance List; and declaration, if applicable, regarding

the Legal Installation of the Assembly.

II.- Ratification of financial statements approved last March

__, 20___, for the purposes of the following point.

III.- Proposal and, where appropriate, approval to carry out a

dividend decree charged to the Net Fiscal Profit account for
the amount of $0'000,000.00 (_____________ OF PESOS
00/100 NATIONAL CURRENCY)

IV.- Presentation of the Assembly Minutes and Resolution

thereon.

POINTFIRST O.-

In response to the first point of the Agenda, the Returning

Officer, who in compliance with his assignment, after reviewing the
company's share register and verifying the last minutes of the
company's assembly, certified that the entire share capital amounts to
$_________.00 (_________________ PESOS 00/100 NATIONAL
CURRENCY), which is fully subscribed and paid and is represented by
___ shares with a par value of $_____.00 (______ PESOS 00/100
NATIONAL CURRENCY) each, and that All shareholders are present
in their own right, which is stated in the attendance list transcribed at
the end of these minutes whose owners, in order to attend this meeting
in accordance with clause _____________ of the statutes , proceeded to
deposit the respective titles of the shares of which they are legitimate
owners in the Company's office, exhibiting at this time the
corresponding entry cards.

In view of the above calculation, and because all the shares that make
up the share capital are present, the President proceeds to declare it
legally installed, despite the publication of the corresponding calls not
having been made, the decisions being valid and binding. that they are
taken in accordance with the provisions of clause _____________ of the
bylaws of the company, as well as the provisions of article 188 and
other provisions of the General Law of Commercial Companies.

POINTSECOND.-

In relation to this point on the Agenda, the President of the

assembly explained to those present that in order to be able to discuss
the next point on the agenda, it was necessary for this assembly to
approve the financial statements, therefore, due to that no significant
variations have arisen since last __ of _____ of this year to date,
proposes that, for the purposes of this assembly, the Financial
Statements already approved and of which a copy is given to you at
this time simple, for the purpose of observing that they reflect a tax
account called Net Tax Profit, which is made up of the profits from
previous years and of which the corresponding taxes have already
been paid, according to which the carry out the dividend decree
referred to in the next point of the Agenda.

Once the pertinent clarifications were made, the shareholders

present unanimously adopted the following:

RESOLUTION

FIRST.- The proposal made by the President of the

meeting is approved and consequently, the financial
statements approved at the ordinary general meeting of
shareholders of this company, held last __ of _____ of
this year, are ratified, as well as the observation made
with respect to the Net Fiscal Utility Account.
 THIRD POINT

With respect to this point of the Agenda and given that in the
previous point something had already been commented on it, the
President of the meeting limited himself to proposing to the
shareholders present, to carry out a dividend decree for the amount of
$0'000,000.00 (________________ PESOS 00/100 NATIONAL
CURRENCY) which, being charged to the Net Fiscal Utility Account,
would not generate any tax burden for the shareholders.

The President informed the Assembly that the dividend decree

he proposes can be carried out legally since during the year the share
capital has not been reduced, nor are there any pending losses from
previous years, likewise the Legal Reserve is legally constituted in
accordance to what the Statutes themselves and the General Law of
Commercial Companies provide.

As a consequence of the above, the President explained to the

Assembly that said dividend decree would be distributed to the
shareholders in cash and in proportion to their contributions,
corresponding to $0'000,000.00 (_____________________ PESOS 00/100
NATIONAL CURRENCY) per share.

Finally, the President proposed that the payment that would

correspond to each of the shareholders under this dividend decree
could be made as the cash flow of the company allows after delivery of
the coupons attached to the titles that cover the shares of which are
holders.

Having heard the President's proposal regarding the dividend

decree, and once the clarifications and comments on the matter were
made, they unanimously agreed on the following:

RESOLUTIONS

SECOND.- The decree of dividends charged to the Net

Fiscal Profit Account for the amount of $0'000,000.00
(__________________ PESOS 00/100 NATIONAL
CURRENCY) is unanimously approved, which will be
distributed to the shareholders in proportion to the
number of shares of which they are legitimate owners.

THIRD.- The amount to be distributed for each share is

approved as $0'000,000.00 (__________________ PESOS
00/100 NATIONAL CURRENCY), so the amount to be
distributed will be distributed as follows:
 SHAREHOLDERS ACTIONS DIVIDEND TOTAL
PER SHARE
$0'000,00.00

TOTAL $
0’000,000.00

FOURTH POINT O.-

Moving on to the last point of the Agenda, and there being no

more matters to discuss, the Assembly was suspended for the time
necessary to draft these minutes, which were read and approved by
those in attendance, and signed by the President, the Secretary and the
Commissar.

The Secretary stated that at the time of adopting each and every
one of the resolutions contained herein, all the shares representing the
capital stock of “________________________, SA DE CV” were
represented, according to the Attendance list that is annexed to these
minutes. .

The Assembly adjourned at 1:00 p.m. on __, _______, 20___.

PRESIDENT THE SECRETARY

_____________________
______________________
MR. _____________________ MR.
________________________
 "ATTENDANCE"
ORDINARY GENERAL MEETING OF SHAREHOLDERS OF
________________________, SA DE CV
__ FROM _______ FROM 20___

ACTIONS
SHAREHOLDERS FIXED VARIABLE TOTAL $ FIRMS
CAPITAL CAPITAL
SERIES: "TO" “B”
NOMINAL VALUE
$1,000.00

TOTAL 0

TELLER

__________________________
MR. ________________