【正文】
ained, it is hereby mutually agreed as follows:clause 1. incorporation of new pany: for the purpose of forming a new pany to engage in manufacturing and selling the products defined in of clause 2, both parties hereby agree to incorporate jointly in mexico a stock corporation of variable capital under the mercial 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. the percentage ownership of the respective parties hereto in the capital stock of fcam shall be, x and its three designees an aggregate of fiftyone percent (51%), and y and its three designees, an aggregate of fortynine 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 pliance 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.