【正文】 prior written notice to Y. Either party hereto shall have the right to terminate this Agreement by giving written notice of termination to the other party in the event that such other party shall breach or default any of the terms and provisions of this Agreement and/or the Articles of Incorporation of FCAM in any material respect, and such breach or default shall not be cured within niy (90) calendar days after written notice specifying the nature of such breach has been given to the defaulting party, provided, however, that delay of up to three hundred and sixty (360) calendar days (but not longer) occasioned by any circumstances beyond the control of the defaulting party, such as acts of God, acts or omissions of any Government or agencies thereof, pliance with request, rules, regulations or orders of any governmental authority, fire, storm. flood, earthquake, acts of the public enemy, war, rebellion, insurrection, riot sabotage, invasion, quarantine restriction, strike, lock out, and transportation embargo or failure or delay in transportation, shall be excluded in determining the applicable time period, but due diligence shall be used by the def。 or (6) Termination of this Agreement by Y pursuant to the provision of hereof。 (3) Any of the events described in 2) above shall have occurred with respect to X in stead of FCAM。s properties。s proper－ ties for the benefit of creditors。 (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。 (5) Accounting and financial analysis, cost calculations。 (3) Purchase of ponents and materials。 (8) Commercial help when required by FCAM to increase the sale of the PRODUCTS by FCAM so as to achieve the business target from time to time established by FCAM. B. (1) Marketing of PRODUCTS. Market research and product planning。 (5) Advice on Mexican laws regarding taxes and on Mexican accounting practices。 (4) Registration or any other legal procedures to be effected by FCAM under laws and regulations from time to time in force。 (2) Recruiting and employment of workers。 (9) Commitment of FCAM to any agreement or other arrangement the performance of which will extend beyond one year。 (5) Review and approval of the financial statements and distribution of profits for each fiscal year of FCAM. With regard to Declaration of Dividends and distribution of profits of FCAM, it is the intention of both parties hereto to follow a policy where by there will always be sufficient internal reserves provided for the healthy operation of the business before dividends are declared and paid. Also, it is the intention of both parties hereto to arrive at any such Dividend Declarations and payments through a process of mutual agreement. (6) Financing of operations and expansion of FCAM (7) Important personnel affairs。 (3) Increase or decrease of the capital stock。s PRODUCTS as hereinabove contemplated, as will be determined between FCAM and Y. CLAUSE 4. TRADEMARK: Both parties hereto agree that unless otherwise agreed by them, the trademarks used on all PRODUCTS manufactured by FCAM shall be __________ which are owned by Y, provided that use by FCAM of such trademarks shall be subject to and governed by the terms and Conditions of the Trademark License Agreement to be concluded between FCAM and Y in the form attached hereto as Exhibit C, (hereinafter referred to as the Trademark License Agreement). X hereby agrees for itself and also agrees to cause FCAM to agree that FCAM shall choose to use the trademarks ______ alone and not in a linked or conjoined form with another Mexican trademark, unless such linked or conjoined use is required by Mexican Law, and further that if and to the extent that such linked or conjoined use is legally required but exemption from plying with the linking or conjoining obligation is lawfully available, X shall use its best efforts to obtain or cause FCAM to obtain such exemption. Should a linked or conjoined use with a Mexican trademark be finally and pulsorily required, then such a Mexican trademark shall be a trademark which shall be mutually agreed upon by Y and X and which shall be the property of FCAM. CLAUSE 5. MANAGEMENT OF FCAM: Both parties hereto agree that management of FCAM shall be vested in the Board of Directors of FCAM, in accordance with the Articles of Incorporation of FCAM and any applicable provisions of this Agreement. Both parties here agree that vesting management of FCAM in its Board of Directors requires such Board to be responsible, among others, for approving the overall business plan of FCAM to be submitted to both parties hereto for review and approval, and for monitoring the business plan approved by both parties. Notwithstanding the provision of above. both parties hereto shall, as often as either party hereto may desire, consult with each other seeking mutual agreement, in good faith and in mutual trust. on all matters that either of the parties hereto may desire to so discuss relating to the conduct of the business of FCAM or management of FCAM, prior to discussion and decision at a meeting of the Board of Directors or a general meeting of the shareholders of FCAM. Such matters shall include the following, which are described by way of example but not limitation: (1) Business or management policy to be followed by FCAM。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: Products to be manufactured and sold by FCAM shall be _______