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.

  The name of FCAM shall be: subject to the provisions of Articles of Incorporation of FCAM.

  1.2 The percentage ownership of the respective parties hereto in the capital stock of FCAM shall be, X and its three designees an aggregate of fifty-one percent (51%), and Y and its three designees, an aggregate of forty-nine percent (49% ), which percentage shall be maintained without change at all times during the term of this Agreement, unless other- wise expressly agreed in writing by both parties hereto. In order to conform to the requirements of Mexican law that a stock corporation shall at all times have at least five (5) shareholders. each of X and Y may appoint three (3) designees, each of whom shall own one (1), but not more than one (1), share of FCAM out of their respective shareholdings during the term of this Agreement. X and Y shall at all times be responsible for their respective designees compliance with the provisions of this Agreement and the Articles of INcorporation of FCAM applicable to X and Y so long as any of them or their successors or assigns hold said shares of FCAM, prior to the appointment of them or their successors or assigns hold said shares of FCAM, prior to the appointment of such designees. X and Y shall consult with each other.

  1.3 During the term of this Agreement, neither party hereto shall (whether voluntarily or by operation of law or otherwise sell, assign, transfer, mortgage, pledge, encumber, grant a security interest in, or in any other manner dispose of attempt to dispose of (hereinafter sometimes referred to as dispose or disposition), any or all of the shares of FCAM (or any right or interest therein) which may now or hereafter be owned by either party hereto, except in accordance with the terms and conditions of this Agreement and the Articles of Incorporation of FCAM.

  1.4 X’s investment in the initial capital of FCAM or in any subsequent increase of the authorities of the_____ Government.

  1.5 Promptly after the incorporation of FCAM, both parties hereto shall cause FCAM to file application for and obtain its own registration as well as that for X and Y’s shares in FCAM at the National Registry of Foreign Investment of the Mexican Government as required by the Law to promote Mexican Investments and to Regulate Foreign investments.

  CLAUSE 2. PRODUCTS TECHNICAL ASSISTANCE:

  2.1 Products to be manufactured and sold by FCAM shall be ___________specified to be hereinafter referred to as contract PRODUCTS. other type may be added as Contract PRODUCTS if and when mutually agreed by Y and X.

  2.2.Both parties hereto agree that Y shall furnish to FCAM certain license and technical assistance for manufacturing PRODUCTS to the extent provided in the Technical Assistance Agreement to be concluded between FCAM and Y in the form attached thereto as Exhibit B.(hereinafter referred to as the Technical Assistance Agreement)。