ENGLISH SUMMARY

                        FARMACIAS BENAVIDES, S.A. DE C.V.

                           BOARD OF DIRECTORS MEETING

                                JANUARY 22, 2003

                                     9:30 AM

     In the City of Guadalupe, Nuevo Leon, pursuant to the resolution of the
meeting of the Board of Directors of Farmacias Benavides, S.A. de C.V. (the
"Company") of October 23, 2003, it being 9:30 a.m. this 22nd day of January
2004, in the distribution center of the Company, located in the Industrial Park
Kalos-Guadalupe, 611 Calle Mecenas 600, Colonia 18 de Marzo, Guadalupe, Nuevo
Leon, Mexico, gathered the members of the board of directors whose names and
signatures appear on the attendance list attached hereto as Annex A, for the
meeting of the board of directors of the Company, which was legally convened
pursuant to the bylaws of the Company by the January 7, 2004 notice, a copy of
which is attached hereto as Annex B.

     During the meeting, the following people were present: Alexander Fernandez
Montenegro, as advisor to the board of directors of the Company, Mario Valdivia
Bernstein and Walter Antonio Ernesto Westphal Urrieta, as special invitees of
the board of directors, and the following Company executives: Jaime Enrique
Poblete Stambuk, chief executive officer, Enrique Mendoza Diaz, chief operations
officer, Alberto Gustavo Herana Herana, chief commercial officer, Mario Perales
Juarez, general counsel, Julian Restrepo Ochoa, chief logistics officer, Elmer
Torres Cortes, chief pharmacy officer, and Fernando Miguel Benavides Sauceda, a
chief systems officer.

     Pursuant to the bylaws of the Company, Jaime Macario Benavides Pompa, as
president of the board of directors, presided over the meeting after the
secretary of the Board of Directors, Mario Perales Juarez, confirmed the
attendance of the members of the board of directors.

     Thereafter, with nine of the eleven members of the board of directors of
the Company in attendance, and a quorum therefore present, the president
declared the meeting to be in order pursuant to article sixteen of the bylaws of
the Company and requested that the secretary of the board of directors present
the order of the day:

                                Order of the Day

                                    * * * * *

IX.2 Granting of Powers

     The president proposed to the members of the board of directors present
that various officers of the Company be granted power to legally represent the
Company. The following resolutions were approved unanimously:
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                                   Resolutions

     (1) The following powers are hereby granted pursuant to this act:

                                    * * * * *

     V. The following powers are granted to Walter Antonio Ernesto Westphal
Urrieta, Enrique Mendoza Diaz, Jaime Enrique Poblete Stambuk, Alberto Gustavo
Herane Herane, Fernando Miguel Benavides Sauceda and Mario Perales Juarez, to be
exercised by any one of these designated officials:

     (a) Special power for administrative acts to effectuate the cancellation
and complete all requirements related to the cancellation of the shares placed
in the international capital markets through the American Depositary Receipts
(ADR) program.

                                    * * * * *

     There being no other matters to discuss, the meeting was concluded and the
resolutions taken for recording.

     Signed by Jaime Macario Benavides Pompa, President

     Signed by Mario Perales Juarez, Secretary

                                    * * * * *

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