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.