CLAUSE 9. TERM TERMINATION：

　　9.1 This Agreement shall become effective as of the date that the last governmental referred to in 1.4 of CLAUSE 1 hereof shall have been obtained， subject to the registration referred to in l.5 of CLAUSE I hereof， and shall thereafter continue in full force and effect， so long as both X and Y continue to be shareholders of FCAM.

　　9.2 This Agreement shall terminate upon the occurrence of any of the following events：

　　(1) The sale or other disposition by X on the one hand， or by Y on the other hand， of all of their shares in FCAM in accordance with the terms of and in the manner permitted by the Articles of Incorporation of FCAM， so that no shares of FCAM are owned by Y on the one hand， or _________ on the other hand;

　　(2) The expiration of thirty (30) calendar days after a petition in bankruptcy shall have been filed by or against FCAM and such petition shall not have been discharged such thirty (30) calendar day period; or upon assignment of all or substantially all of FCAM’s proper-ties for the benefit of creditors; or upon the appointment of a receiver or trustee to take charge of all or substantially all of FCAM’s properties; or upon the voluntary or involuntary dissolution of FCAM;

　　(3) Any of the events described in 2) above shall have occurred with respect to X in stead of FCAM;

　　(4) Any of the events described in 2) above shall have occurred with respect to Y in stead of FCAM

　　(5) Termination of this Agreement by X pursuant to the provision of 9.4 hereof; or

　　(6) Termination of this Agreement by Y pursuant to the provision of 9.4 hereof; or

　　(7) If either or both of the Trademark License Agreement and the Technical Assistance Agreement shall not have become effective within one-hundred and eighty (180) calendar days after the date of execution of this Agreement.

　　9.3 If and when the law of Mexico shall no longer permit Y to own at least forty-nine percent (49%) less 3 shares of this issued and out standing capital stock of FCAM， or upon termination or non-renewal for any reason or due to any cause of the term of the Trademark License Agreement and/or additional trademark license agreement (s)， if any， be concluded， between FCAM and Y and/or termination in advance of the Technical Assistance Agreement and/or additional technical assistance agreement(s)， if any， to be concluded between FCAM and Y X may， at its option， terminate this Agreement at any time upon at least ninety (90) calendar days’ prior written notice to Y.