【正文】 f Directors of FCAM shall require the General Manager of FCAM to have periodic meetings with the key Managers of FCAM, to jointly review and discuss the more important matters related to their respective areas and the General Manager shall report to the Board of Directors or request its advise on matters of policy and also on those policy matters where a concurrence of opinion is not reached among the key Managers. CLAUSE 7. SALE OF MACHINERY Both parties hereto agree, and shall cause FCAM to agree, that Y will sell to FCAM and FCAM will buy from Y through all the specialized machinery which shall be determined by mutual consultation between Y and FCAM for the effective utilization of the technical know how furnished by Y to FCAM under the Technical Assistance Agreement at prices and on such terms and conditions which are determined by mutual agreement between both parties hereto. It is understood and agreed that Y shall not be required to furnish the technical information to FCAM under the Technical Assistance Agreement until the Technical Assistance Agreement shall have bee effective as therein provided. CLAUSE 8. COOPERATION OF BOTH PARTIES: Upon reasonable request of FCAM, Y as the joint venture partner, agrees to render cooperation to FCAM by allowing Mexican managers and other staff or key employees of FCAM access to current training programs lone by Y. Upon reasonable request of FCAM and under such terms and conditions as shall be then mutually agreed upon in writing or otherwise, Y or X as the case may be, agrees to render cooperatin to FCAM as much as practicably possible, by giving advice, information and assistance or by making available the services of their staff personnel, or in any other manner the party rendering the cooperation deems fit on the following matters, it being understood however that Y as the joint venture partner in the mother country of FCAM shall primarily render cooperation the FCAM on the matters of A group and X shall primarily render cooperation to FCAM on the matters of B group: A. (1)Acquisition of import licenses for machinery, ponents and materials。 (3) Settlement of labor disputes。 acquisition of licenses, incentives, permissions and authorizations from the authorities of the Mexican Government。 (6) Negotiations with the authorities of the Mexican Government and (7) Suits or any other legal actions with third parties instituted by or against FCAM。 so as to achieve the business targets from time to time established by FCAM. (2) Preparation of advertising and marketing aids relating to PRODUCTS。 (4) Acquisition of licenses, permissions of third parties under such third parties， patents or other industrial property rights。 (6) Technical help when required by FCAM under and to the extent of the Technical Assistance Agreement, to solve production problems or to improve plant operating efficiencies to the extent possible under Mexican conditions. Nothing set forth in or above shall be construed or interpreted to require either party hereto to be responsible, jointly or severally with FCAM, for the matter specified above or prosecution or implementation thereof (FCAM shall be solely responsible for such. matters or prosecution or implementation thereof), or to require either party rendering the cooperation to FCAM to bear any costs or expenses incurred in prosecuting or implementing the matter specified above (such costs and expenses shall be borne solely by FCAM). It is also under stood that upon request of X or Y, actual costs and expenses previously agreed upon by FCAM and incurred for rendering said cooperation shall be paid or reimbursed by FCAM to X and as the case may be. Payment or reimbursement to ______________shall be made in United States of American dollars. CLAUSE 9. TERM TERMINATION: This Agreement shall bee effective as of the date that the last governmental referred to in of CLAUSE 1 hereof shall have been obtained, subject to the registration referred to in 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. 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。 or upon assignment of all or substantially all of FCAM39。 or upon the appointment of a receiver or trustee to take charge of all or substantially all of FCAM39。 or upon the voluntary or involuntary dissolution 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 hereof。 or (7) If either or both of the Trademark License Agreement and the Technical Assistance Agreement shall not have bee effective within onehundred and eighty (180) calendar days after the date of execution of this Agreement. If and when the law of Mexico shall no longer permit Y to own at least fortynine percent (49%) less 3 shares of this issued and out standing capital stock of FCAM, or upon termination or nonrenewal 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 niy (90) calendar day