COMMERCIAL COMPANY CONTRACT

REFERRED TO AS "THE CONTRACT" ENTERED INTO BY

C.________________________, ON THE ONE HAND, AND C. _ _ _ _ _ _ _ _ _ _ _

_ _ _, CON EL OBJETIVO DE FUNDAR UNA SOCIEDAD AL TENOR DE LAS

SIGUIENTES DECLARACIONES Y CLÁUSULAS:

STATEMENTS

l. C._ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, declares to be of legal age, with

domicile at _________________, number______, colonia___________, of the

municipality of___________________, State of__________________, identifying

himself with _______________, folio number___________.

II. THE C._________________, declares to be of legal age, with domicile in the

street _________________ number______, colony___________, of the municipality

of___________________, State of__________________, identifying himself with

_______________, folio number___________.

III. BOTH PARTIES declare that they recognize their mutual legal capacity to

constitute THE COMPANY, which shall be governed by the clauses set forth below.
CLAUSES

FIRST. THE SOCIETY is called _________________________________.

SECOND. The registered office of THE COMPANY is located at

_________________ number______, colonia___________, in the municipality
of___________________, State of __________________.

THIRD. The object and purpose of the COMPANY is

___________________________________________________________________
____________________.

FOURTH. The date of commencement of operations of THE COMPANY will coincide

with the same date granted by the SAT at the time of granting its RFC.

FIFTH. The duration of THE COMPANY is indefinite.

SIXTH. The initial capital stock of THE COMPANY is fixed at the amount of
$____________ (________________________). It will be made up of the following
contributions:

1. The C.____________________ contributes the amount of $__________

(________________________). This amount corresponds to ______ percent
of the initial capital stock.
2. El C._ _ _ _ _ _ _ _ _ _ _ _ aporta la cantidad de $__________
(________________________). This amount corresponds to _ _ _ percent of
the initial capital stock.
SEVENTH. The management and direction of THE COMPANY, as well as the use of
the corporate signature and the representation of the same, is conferred to
C._____________________ . Said position and functions shall be exercisedfree of
charge .
EIGHTH. The distribution of profits and losses among the partners shall be made in
proportion to their participation in the capital stock.

NINTH. In order to proceed with the liquidation of THE COMPANY, whether total or
partial, it shall be subject to the resolutions adopted by a meeting of the partners, in
which a decision is taken on the dissolution of THE COMPANY or on the exclusion
of a partner. Likewise, the parties expressly agree that in the event of the death of
one of the partners, THE COMPANY will continue with the heirs of the deceased.

Having read the present contract in its entirety, and having been informed of its
contents and scope, the parties sign it at _________, on the ___ day of the month of
___________ of _________.

___________________ _____________________

SIGNATURE OF THE C.________________ SIGNATURE OF C._ _

______________________________