Exhibit 1.1

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                              FAR-BEN, S.A. DE C.V.

                                       AND

                                 CITIBANK, N.A.,
                                  As Depositary

                                       AND

                          HOLDERS FROM TIME TO TIME OF
                         AMERICAN DEPOSITORARY RECEIPTS

                         ------------------------------

                                Deposit Agreement

                         ------------------------------

                           Dated as of April 18, 1994
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                                TABLE OF CONTENTS
                                                                            Page

                                    ARTICLE I
                                  DEFINITIONS

SECTION 1.01.  American Depositary Shares: ADSs...............................2
SECTION 1.02.  Commission.....................................................2
SECTION 1.03.  Company........................................................2
SECTION 1.04.  Custodian......................................................2
SECTION 1.05.  Deposit Agreement..............................................3
SECTION 1.06.  Depositary.....................................................3
SECTION 1.07.  Deposited Securities...........................................3
SECTION 1.08.  Dollars; Nuevo Pesos...........................................3
SECTION 1.09.  Holder.........................................................3
SECTION 1.10.  Indeval........................................................3
SECTION 1.11.  Nominee........................................................3
SECTION 1.12.  Principal Office...............................................4
SECTION 1.13.  Receipts; ADRs.................................................4
SECTION 1.14.  Registrar......................................................4
SECTION 1.15.  Restricted Receipts............................................4
SECTION 1.16.  Restricted Securities..........................................4
SECTION 1.17.  Securities Act of 1933.........................................5
SECTION 1.18.  Securities Exchange Act of 1934................................5
SECTION 1.19.  Shares.........................................................5
SECTION 1.20.  United States..................................................5

                                   ARTICLE II
                               FORM OF RECEIPTS,
                        DEPOSIT OF SHARES, EXECUTION AND
                  DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

SECTION 2.01.  Form and Transferability of Receipts...........................6
SECTION 2.02.  Deposit of Shares..............................................8
SECTION 2.03.  Execution and Delivery of Receipts............................10
SECTION 2.04.  Transfer of Receipts; Combination and Split-up of
               Receipts......................................................11
SECTION 2.05.  Surrender of Receipts and Withdrawal of Deposited
               Securities....................................................11
SECTION 2.06.  Limitations on Execution and Delivery, Transfer,
               Etc. of Receipts; Suspension of Delivery, Transfer, Etc.......13
SECTION 2.07.  Lost Receipts, etc............................................17
SECTION 2.08.  Cancellation and Destruction of Surrendered Receipts..........17

                                   ARTICLE III
                   CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS

SECTION 3.01.  Filing Proofs, Certificates and Other Information.............18

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SECTION 3.02.  Liability of Holders for Taxes and Other Charges..............18
SECTION 3.03.  Representations and Warranties on Deposit, Transfer
               and Surrender of Shares or Receipts...........................19
SECTION 3.04.  Disclosure of Beneficial Ownership............................19
SECTION 3.05.  Ownership Restrictions........................................20

                                   ARTICLE IV
                  RIGHTS RELATING TO THE DEPOSITED SECURITIES;
                     CERTAIN OBLIGATIONS OF THE DEPOSITARY

SECTION 4.01. Power of Attorney..............................................20
SECTION 4.02. Cash Distributions, Withholding................................21
SECTION 4.03. Distributions in Shares........................................22
SECTION 4.04. Distribution of Rights.........................................23
SECTION 4.05. Distributions Other Than Cash, Shares or Rights................26
SECTION 4.06. Conversion of Foreign Currency.................................27
SECTION 4.07. Fixing of Record Date..........................................28
SECTION 4.08. Voting of Deposited Securities.................................29
SECTION 4.09. Changes Affecting Deposited Securities.........................30
SECTION 4.10. Transmittal by the Depositary of Company Notices,
              Reports and Communications.....................................31
SECTION 4.11. Withholding....................................................32
SECTION 4.12. Available Information..........................................33

                                    ARTICLE V
                 THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

SECTION 5.01.  Maintenance of Depositary's Office and Register...............34
SECTION 5.02.  Lists of Receipt Holders......................................35
SECTION 5.03.  Obligations of the Depositary, the Custodian and the
               Company.......................................................35
SECTION 5.04.  Prevention or Delay in Performance by the Depositary
               or the Company................................................36
SECTION 5.05.  Resignation and Removal of the Depositary; Appointment
               of Successor Depositary.......................................37
SECTION 5.06.  Charges of Depositary.........................................38
SECTION 5.07.  The Custodian.................................................39
SECTION 5.08.  Notices and Reports...........................................40
SECTION 5.09.  Issuance of Additional Shares, Etc............................41
SECTION 5.10.  Indemnification...............................................43

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                                                                            Page

                                   ARTICLE VI
                           AMENDMENT AND TERMINATION

SECTION 6.01.  Amendment.....................................................44
SECTION 6.02.  Termination...................................................44

                                   ARTICLE VII
                                 MISCELLANEOUS

SECTION 7.01.  Counterparts..................................................46
SECTION 7.02.  No Third Party Beneficiaries..................................46
SECTION 7.03.  Severability..................................................46
SECTION 7.04.  Holders as Parties; Binding Effect............................46
SECTION 7.05.  Notices.......................................................46
SECTION 7.06.  Governing Law.................................................48
SECTION 7.07.  Compliance With U.S. Securities Laws..........................48
SECTION 7.08.  Assignment....................................................48

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                                    EXHIBIT A
                            FORM OF FACE OF RECEIPT

     Introductory Paragraph................................................A-1

     (1)   The Deposit Agreement...........................................A-2
     (2)   Surrender of Receipt and Withdrawal of Deposited Securities.....A-3
     (3)   Transfers, Split-ups and Combinations...........................A-4
     (4)   Certain Limitations.............................................A-5
     (5)   Liability of Holder for Taxes...................................A-11
     (6)   Representations and warranties by Depositor.....................A-11
     (7)   Charges of Depositary...........................................A-12
     (8)   Title to Receipts...............................................A-13
     (9)   Validity of Receipt.............................................A-14
     (10)  Disclosure of Beneficial Ownership..............................A-14
     (11)  Ownership Restrictions..........................................A-15
     (12)  Available Information...........................................A-16

FORM OF REVERSE OF RECEIPT - Summary of Certain
Additional Provisions of the Deposit Agreement

     (13)  Distributions Upon Deposited Securities.........................A-17
     (14)  Record Dates....................................................A-23
     (15)  Voting of Deposited Securities..................................A-24
     (16)  Changes Affecting Deposited Securities..........................A-27
     (17)  Reports; Inspection of Register.................................A-28
     (18)  Withholding.....................................................A-28
     (19)  Liability of the Company and the Depositary.....................A-29
     (20)  Resignation and Removal of the Depositary; the Custodian........A-31
     (21)  Amendment of Deposit Agreement and Receipts.....................A-32
     (22)  Termination of Deposit Agreement................................A-32
     (23)  Compliance with U.S. Securities Laws............................A-34

                                    EXHIBIT B

CHARGES OF THE DEPOSITARY..................................................B-1

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                                DEPOSIT AGREEMENT

     DEPOSIT AGREEMENT dated as of April 18, 1994 among FAR-BEN, S.A. DE C.V., a
corporation organized under the laws of the United Mexican States ("Mexico") and
its successors (the "Company"), CITIBANK, N.A., a national banking association
organized under the laws of the United States of America and any successor as
depositary hereunder (the "Depositary") and all holders from time to time of the
American Depositary Receipts (as hereinafter defined) issued hereunder (the
"Holders").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Company desires to provide arrangements for the deposit of
fully paid shares of Series B common stock, without par value, of the Company
(the "Shares") from time to time with the Depositary or with the Custodian (as
hereinafter defined) as agent for the Depositary, for the creation of American
Depositary Shares representing the Shares so deposited and the execution and
delivery of American Depositary Receipts evidencing the American Depositary
Shares; and

     WHEREAS, the American Depositary Receipts are to be substantially in the
form of Exhibit A annexed hereto;

     NOW, THEREFORE, in consideration of the premises it is agreed by and among
the parties hereto as follows:
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                                   ARTICLE I

                                   DEFINITIONS

         The following definitions shall for all purposes, unless otherwise
clearly indicated, apply to the respective terms used in this Deposit Agreement:

     SECTION 1.01. American Depositary Shares; ADSs. The term "American
Depositary Shares" or "ADSs" shall mean the rights evidenced by the Receipts
executed and delivered hereunder, including the interests in the Deposited
Securities granted to the Holders pursuant to the terms and conditions of this
Deposit Agreement. Each American Depositary Share shall represent two (2) Shares
until there shall occur a distribution upon Deposited Securities referred to in
Section 4.03 or a change in Deposited Securities referred to in Section 4.09
with respect to which additional Receipts are not executed and delivered, and
thereafter each American Depositary Share shall represent the right to receive
the Deposited Securities specified in such Sections.

     SECTION 1.02. Commission. The term "Commission" shall mean the Securities
and Exchange Commission of the United States or any successor governmental
agency in the United States.

     SECTION 1.03. Company. The term "Company" shall mean FAR-BEN, S.A. de C.V.,
a corporation organized and existing under the laws of the United Mexican
States, having its principal

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executive office at Ave. J. Cantu Leal 1528, Col. Cerro de la Silla 64810
Monterrey, N.L., Mexico and its successors.

     SECTION 1.04. Custodian. The term "Custodian" shall mean, as of the date
hereof, Citibank, N.A., Paseo de la Reforma 390, 06600 Mexico, D.F., as
custodian and agent of the Depositary for the purposes of this Deposit
Agreement, and any other firm or corporation that may be appointed by the
Depositary pursuant to the terms of Section 5.07 as additional or substitute
Custodian hereunder, and the term "Custodian" shall mean any custodian
individually or all custodians collectively, as the context requires.

     SECTION 1.05. Deposit Agreement. The term "Deposit Agreement" shall mean
this Deposit Agreement, as the same may be amended from time to time in
accordance with the provisions hereof.

     SECTION 1.06. Depositary. The term "Depositary" shall mean Citibank, N.A.,
a national banking association organized under the laws of the United States of
America, and any successor as depositary pursuant to the terms of Section 5.05.

     SECTION 1.07. Deposited Securities. The term "Deposited Securities" as of
any time shall mean (i) all Shares at such time deposited under this Deposit
Agreement represented by American Depositary Shares evidenced by a Receipt and
(ii) any and all other securities, property and cash received by the Depositary
or the Custodian in respect or in lieu of such depos-

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ited Shares and all other Shares, securities, property and cash at such time
held hereunder.

     SECTION 1.08. Dollars: Nuevo Pesos. The term "dollars" shall mean the
lawful currency of the United States. The term "Nuevo Pesos" or "NP" shall mean
the lawful currency of the United Mexican States.

     SECTION 1.09. Holder. The term "Holder" shall mean the person or persons in
whose name a Receipt is registered on the register of the Depositary maintained
for such purpose.

     SECTION 1.10. Indeval. The term "Indeval" shall mean S.D. Indeval S.A. de
C.V. the Mexican depositary institution for securities and any successor
thereto.

     SECTION 1.11. Nominee. The term "Nominee" when used with respect to the
Depositary shall mean such nominee or nominees of the Depositary as it shall
appoint from time to time to act on its behalf in connection with the
performance of its duties and obligations under this Deposit Agreement. The
Nominee shall perform in whatever capacity and to whatever extent under this
Deposit Agreement as the Depositary designates in its appointment of the
Nominee. Such appointment may be evidenced by written agreement, letter,
telegram, telex or facsimile transmission or orally with subsequent confirming
written agreement, letter, telegram, telex or facsimile transmission.

     SECTION 1.12. Principal Office. The term "Principal Office," when used with
respect to the Depositary, shall be the

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principal office of the Depositary in New York at which at any particular time
its corporate trust business shall be administered, which, at the date of this
Deposit Agreement, is located at 111 Wall Street, 5th Floor, New York, New York
10043.

     SECTION 1.13. Receipts; ADRs. The term "Receipts" or "ADRs" shall mean the
American Depositary Receipts issued hereunder evidencing American Depositary
Shares, as such American Depositary Receipts may be amended from time to time in
accordance with the provisions of this Deposit Agreement. A Receipt or ADR may
evidence any number of American Depositary Shares.

     SECTION 1.14. Registrar. The term "Registrar" shall mean any bank or trust
company having an office in the Borough of Manhattan, The City of New York,
which shall be appointed by the Depositary to register Receipts and transfers of
Receipts as herein provided, and shall include any co-registrar appointed by the
Depositary for such purposes.

     SECTION 1.15. Restricted Receipts. The term "Restricted Receipts" shall
mean any Receipts issued pursuant to Section 4.04 hereunder in connection with
the issuance of rights by the Company as set forth in such Section. Any such
Restricted Receipts shall be held by such Holder and legended in accordance with
applicable U.S. laws, and shall be subject to the appropriate restrictions on
sale, deposit, cancellation, and transfer under such laws.

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     SECTION 1.16. Restricted Securities. The term "Restricted Securities" shall
mean Shares as defined below, or Receipts or other depositary receipts
representing such Shares, which are acquired directly or indirectly from the
Company or its affiliates (as defined in Rule 144 to the Securities Act of 1933)
in a transaction or series of transactions not involving any public offering or
which are subject to resale limitations under Regulation D or Rule 144 under
that Act or both, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Company, or which are
subject to other restrictions on sale or deposit under the laws of the United
States, Mexico, or under a shareholder agreement or the corporate charter of the
Company.

     SECTION 1.17. Securities Act of 1933. The term "Securities Act of 1933"
shall mean the United States Securities Act of 1933, as from time to time
amended.

     SECTION 1.18. Securities Exchange Act of 1934. The term "Securities
Exchange Act of 1934" shall mean the United States Securities Exchange Act of
1934, as from time to time amended.

     SECTION 1.19. Shares. The term "Shares" shall mean duly and validly
authorized and issued and fully paid shares of Series B common stock, without
par value, of the Company with respect to which any preemptive rights then in
effect have been validly waived or exercised and shall include evidence of
rights

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to receive such Shares; provided, however, that, if there shall occur any change
in par value, split-up or consolidation or any other reclassification or, upon
the occurrence of an event described in Section 4.09, an exchange, replacement
or conversion in respect of the Shares of the Company, the term "Shares" shall
thereafter represent the successor securities resulting from such change in par
value, split-up or consolidation or any other such reclassification or exchange
or conversion.

     SECTION 1.20. United States. The term "United States" shall have the
meaning assigned to it under Regulation S under the Securities Act of 1933.

                                   ARTICLE II

                                FORM OF RECEIPTS,
                        DEPOSIT OF SHARES, EXECUTION AND
                  DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

     SECTION 2.01. Form and Transferability of Receipts. Receipts shall be
engraved, lithographed or printed, or shall be in such other form as may be
agreed upon by the Company and the Depositary, and in any event shall be
substantially in the form set forth in Exhibit A annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided.

     Receipts shall be executed and dated by the Depositary by the manual or
facsimile signature of a duly authorized officer of the Depositary; provided,
however, that such signature may be a facsimile only if a Registrar for the
Receipts shall have been appointed and such Receipts are countersigned by the
manual signature of a duly authorized officer of the Registrar and dated by such
officer. No Receipt shall be entitled to any benefits under this Deposit
Agreement or be valid or enforceable for any purpose, unless such Receipt shall
have been executed by the Depositary by the manual signature of a duly
authorized officer or, if a Registrar shall have been appointed, by the
facsimile signature of the Depositary and the manual signature of a duly
authorized officer of the Registrar, and such execution of any Receipt by manual
(and facsimile, in case a Registrar has been appointed) signature shall be
conclusive evidence, and the only evidence, that such Receipt has been duly
executed and delivered hereunder. The Depositary shall maintain a register in
which each Receipt so executed and delivered as hereinafter provided and the
transfer of each such Receipt shall be registered. Receipts bearing the
facsimile signature of anyone who was at the time of signature a duly authorized
officer of the Depositary shall bind the Depositary, notwithstanding that such
officer has ceased to hold such office prior to or after the delivery of such
Receipts.

     The Receipts may, with the prior written consent of the Company (which
consent shall not be unreasonably withheld), and upon the written request of the
Company shall, be endorsed with or have incorporated in the text thereof such
other legends or

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recitals or changes, including requirements with respect to registration of
transfer, not inconsistent with this Deposit Agreement as may be required by the
Depositary in respect of its obligations hereunder, or as may be required by the
Depositary or the Company to comply with any applicable law or regulations of
any securities exchange or market upon which American Depositary Shares may be
traded or to conform with any usage with respect thereto, or to indicate any
special limitations or restrictions to which any particular Receipts are subject
by reason of the date or manner of issuance of the underlying Deposited
Securities or otherwise.

     The Receipts shall bear a CUSIP number that is different from the CUSIP
number that is or may be assigned to any depositary receipts subsequently issued
pursuant to any other arrangement between the Depositary (or any other
depositary) and the Company which are not Receipts issued hereunder.

     Title to a Receipt and to the American Depositary Shares evidenced thereby,
subject to any limitations set forth in such Receipt, when properly endorsed or
accompanied by properly executed instruments of transfer (including signature
guarantees in accordance with standard industry practice), shall be transferable
by delivery with the same effect as in the case of a negotiable instrument under
the laws of the State of New York; provided, however, that the Company and the
Depositary, notwithstanding any notice to the contrary, may deem and treat

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the Holder of a Receipt as the absolute owner thereof for any purpose, including
but not limited to the purpose of determining the person entitled to
distribution of dividends or other distributions or to any notice provided for
in this Deposit Agreement and for all other purposes, and neither the Depositary
nor the Company shall have any obligation or be subject to any liability under
this Deposit Agreement to any holder of a Receipt unless such holder is the
registered Holder thereof.

     SECTION 2.02. Deposit of Shares. Subject to the terms and conditions of
this Deposit Agreement, the Custodian shall accept Shares for deposit from or on
behalf of any person (subject to Section 5.09) (including the Depositary in its
individual capacity), in each case when such deposit, is made by (i) delivery of
certificates therefor to the Custodian, accompanied by any appropriate
instrument or instruments of transfer or endorsement, in form satisfactory to
the Custodian, (ii) electronic transfer of Shares through Indeval to the account
of the Custodian maintained for such purpose or (iii) delivery to the Custodian
of evidence satisfactory to the Custodian that irrevocable instructions have
been given to cause such Shares to be transferred to such account, in any case
accompanied by delivery to the Custodian or the Depositary, as the case may be,
of (x) a written order, from the person depositing such Shares or on whose
behalf such Shares are deposited, directing the Depositary to execute and
deliver to, or upon the written order of, the person

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or persons stated in such order a Receipt or Receipts for the number of American
Depositary Shares representing such deposited Shares, (y) any payments, if any,
and documents required under this Deposit Agreement and (z) such documentation
and certification, if any, as the Depositary and the Company may require in
order to comply with any applicable law.

     The Depositary and the Custodian may refuse to accept Shares for deposit
whenever notified, as hereafter provided, that the Company has restricted
transfer of such Shares to comply with any ownership restrictions referred to in
Section 3.05. The Company shall notify the Depositary and the Custodian in
writing with respect to any such restrictions on transfer of its Shares for
deposit hereunder or transfer of Receipts to any Holder.

     At the request and risk and expense of any holder of Shares, and for the
account of such holder, the Depositary may receive Shares to be deposited or
evidence that Shares have been electronically transferred or that irrevocable
instructions have been given to cause the transfer of such Shares to the account
of the Custodian, together with the other orders, instruments and evidence
herein specified, for the purpose of forwarding such Shares, orders, instruments
and evidence to the Custodian hereunder.

     As a condition of accepting Shares for deposit, the Depositary may require
that the person making such deposit furnish, whether or not any register of
shareholders of the Company

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(or that maintained by Indeval) is closed, (a) an agreement or assignment, or
other instrument satisfactory to the Depositary, that provides for the prompt
transfer to the Custodian or its nominee of any dividend or right to subscribe
for additional Shares or to receive other property which any person in whose
name the Shares are or have been recorded may thereafter receive upon or in
respect of such deposited Shares, or in lieu thereof such agreement of indemnity
or other agreement as shall be satisfactory to the Depositary, and (b) if the
Shares are registered in the name of the person on whose behalf they are
presented for deposit, a proxy or proxies entitling the Custodian to vote such
deposited Shares for any and all purposes until the Shares are registered in the
name of the Custodian or its nominee.

     Upon each delivery or electronic transfer to a Custodian of Shares (or
other Deposited Securities pursuant to Sections 4.03, 4.04, 4.05 or 4.09) to be
deposited hereunder, together with any other documents and payments required
under this Deposit Agreement, the Custodian shall, as soon as is practicable,
obtain confirmation of the recordation of transfer of such Shares (or other
Deposited Securities) in the name of the Custodian or its nominee at the cost
and expense of the person making the deposit (or for whose benefit such deposit
is made). Deposited Securities shall be held by the Depositary or by the
custodian for the account and to the order of the Depositary, the

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Custodian or the Nominee or at such other place or places as the Depositary
shall determine.

     The Nominee may be a Custodian or another Mexican entity entitled to act as
nominee under relevant Mexican laws and regulations, provided that the Deposited
Securities are kept in a segregated deposit account by the Nominee. Neither the
Depositary nor the Custodian nor any Nominee shall lend Deposited Shares, except
as provided in Section 2.06 hereof.

     SECTION 2.03. Execution and Delivery of Receipts. After the deposit of
Shares pursuant to Section 2.02, together with delivery of the other documents
above specified, the Custodian shall notify the Depositary of such deposit and
the person or persons to whom or upon whose written order a Receipt or Receipts
are deliverable in respect thereof and the number of ADSs to be evidenced
thereby. Such notification shall be made by letter, first class airmail postage
prepaid, or, at the request, risk and expense of the person making the deposit,
by air courier, cable, telex or facsimile transmission. After receiving such
notice from the Custodian, the Depositary or its agent, subject to this Deposit
Agreement, shall execute and deliver at its Principal Office to or upon the
order of the person or persons named in the notice delivered to the Depositary,
a Receipt or Receipts, registered in the name or names requested by such person
or persons, and evidencing in the aggregate the number of American Depositary
Shares to which such person

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or persons are entitled, only upon payment to the Depositary or Custodian of all
taxes and governmental charges payable in connection with such deposit and the
transfer of the deposited Shares. The Depositary shall send a confirmation
regarding the deposit of such Shares and the issuance of a Receipt or Receipts
to the person or persons to whom such American Depositary Shares are delivered.

     SECTION 2.04. Transfer of Receipts; Combination and Split-up of Receipts.
The Depositary, subject to the terms and conditions of this Deposit Agreement
and any Receipt, shall register transfers of any such Receipt on its transfer
books, upon any surrender of such Receipt by the Holder thereof in person or by
duly authorized attorney, properly endorsed or accompanied by proper instruments
of transfer (including signature guarantees in accordance with standard industry
practice and, in the case of any Receipt the full and accurate completion of any
endorsements appearing on such Receipt) and duly stamped as may be required by
any applicable law. Thereupon the Depositary shall execute a new Receipt or
Receipts and deliver the same to or upon the order of the person entitled
thereto, subject to receipt of any certifications, if any, as the Depositary and
the Company may require in order to comply with any applicable laws.

     The Depositary, subject to the terms and conditions of this Deposit
Agreement and any Receipt, shall upon surrender of a Receipt or Receipts for the
purpose of effecting a split-up or

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combination of such Receipt or Receipts execute and deliver a new Receipt or
Receipts in the name of the same Holder for any authorized number of American
Depositary Shares requested, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered. The Depositary may
close the register at any time or from time to time, when deemed expedient by it
in connection with the performance of its duties hereunder, or at the request of
the Company.

     SECTION 2.05. Surrender of Receipts and Withdrawal of Deposited Securities.
Upon surrender of a Receipt at the Principal Office of the Depositary, and upon
receipt of (i) payment of all charges and fees (including the fee of the
Depositary for the surrender and cancellation of Receipts as set forth on
Exhibit B hereto), taxes and governmental charges payable in connection with
such surrender and (ii) written instructions of the Holder, subject to the terms
and conditions of this Deposit Agreement, the Holder of such Receipt shall be
entitled to physical delivery, to him or upon his order, or to electronic
delivery of the Deposited Securities at the time represented by the American
Depositary Shares evidenced by such Receipt. Such delivery of Deposited
Securities shall be made, as hereinafter provided, without unreasonable delay.

     A Receipt surrendered or written instructions received for such purpose may
be required by the Depositary to be properly endorsed or accompanied by properly
executed instruments of transfer. The person requesting withdrawal of Deposited
Securities shall deliver to the Depositary a written order directing the
Depositary to cause such Deposited Securities being withdrawn to be either
physically delivered (subject to applicable clearing procedures of Indeval and
provisions of the Estatutos Sociales of the Company and subject to the
provisions of this Section) or electronically delivered to or upon the written
order of a person or persons designated in such order. Upon the receipt of
complete written instructions and compliance with the terms of this Section
2.05, the Depositary shall direct the Custodian to deliver at the principal
office of such Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the
other terms and conditions of this Deposit Agreement, to or upon the written
order of the person or persons designated in such written instructions, the
Deposited Securities, or evidence of the electronic transfer thereof to or for
the account of such person, except that the Depositary may make delivery to such
person or persons at the Principal Office of any dividends or distributions
(other than Shares) with respect to the Deposited Securities, or of any proceeds
of sale of any dividends, distributions (other than Shares) or rights with
respect to the Deposited Securities, which may at the time be held by the
Depositary.

     At the request, risk and expense of any Holder so surrendering a Receipt,
and for the account of such Holder, provided that payment of any applicable tax
or other governmental

                                       16
<PAGE>

charge shall have been made in accordance with Section 3.02, the Depositary
shall direct the Custodian to forward any cash or other property (other than
rights), and forward a certificate or certificates (if certificated Shares may
be delivered) and other proper documents of title, if any, for the Deposited
Securities to the Depositary for delivery at the Principal Office of the
Depositary. Such direction shall be given by letter or, at the request, risk and
expense of such Holder, by cable, telex or facsimile transmission. The
Depositary shall not accept for surrender a Receipt evidencing American
Depositary Shares representing less than one Share. In the case of surrender of
a Receipt evidencing a number of American Depositary Shares representing other
than a whole number of Shares, the Depositary shall cause ownership of the
appropriate whole number of Shares to be recorded in the name of the Holder
surrendering such Receipt, and shall issue and deliver to the person
surrendering such Receipt a new Receipt evidencing American Depositary Shares
representing any remaining fractional Share.

     SECTION 2.06. Limitations on Execution and Delivery. Transfer, Etc. of
Receipts; Suspension of Delivery, Transfer. As a condition precedent to the
execution and delivery, registration, registration of transfer, split-up,
combination or surrender of any Receipt, the delivery of any distribution in
respect thereof or the withdrawal of any Deposited Securities, the Depositary or
the Custodian may require from the Holder, the

                                       17
<PAGE>

presenter of a Receipt or the depositor of Shares, in order to reflect such
transfer, split-up, combination, surrender or withdrawal (i) payment of a sum
sufficient to reimburse it for any tax or other governmental charge and any
stock transfer or registration fee with respect thereto (including any such tax
or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any charges of the Depositary upon delivery of Receipts against
deposits of Shares and upon withdrawal of Deposited Securities against surrender
of Receipts set forth in Exhibit B to this Deposit Agreement; (ii) compliance
with such reasonable regulations, if any, as the Depositary and the Company may
establish consistent with the provisions of this Deposit Agreement; and (iii)
production of proof satisfactory to it as to the identity and genuineness of any
signature appearing on any form, certification or other document delivered to
the Depositary in connection with this Deposit Agreement, including but not
limited to, in the case of Receipts, a signature guarantee in accordance with
industry practice.

     The delivery of Receipts against, or adjustments in the records of the
Depositary to reflect, deposits of Shares generally or of particular Shares may
be suspended or withheld, or the registration of transfer of Receipts in
particular instances may be refused, or the registration of transfer generally
may be suspended, or the surrender of outstanding Receipts for the purpose of
withdrawal of Deposited Securities may be

                                       18
<PAGE>

suspended, during any period when the transfer books of the Depositary or the
Company (or the appointed agent of the Company for the transfer and registration
of Shares) are closed, or if any such action is deemed necessary or advisable by
the Company or the Depositary at any time or from time to time because of any
requirement of law or of any government or governmental body or commission, or
under any provision of this Deposit Agreement or the provision of or governing
Deposited Securities, or any meeting of shareholders of the Company or for any
other reason, subject in all cases to Section 7.07 of this Deposit Agreement.
The surrender of outstanding Receipts and withdrawal of Deposited Securities may
not be suspended, except as permitted in General Instruction I.A(1) to Form F-6
(as such instruction may be amended from time to time) under the Securities Act
of 1933.

     In furtherance and not in limitation of the foregoing, the Depositary shall
not, and it shall instruct the Custodian not to (i) accept for deposit under
Section 2.02 hereof Shares in such circumstances where the Depositary, the
Custodian or the Company has reason to believe (and in the case of the Custodian
or the Company, such belief shall have been communicated to the Depositary) that
such Shares have been withdrawn from a restricted depositary receipt facility in
respect of Shares, which facility may be established or maintained by a
depositary bank, including by the Depositary (hereinafter, a "restricted
facility"), or permit such Shares to be used to satisfy any

                                       19
<PAGE>

person's obligation under the following paragraph, unless such Shares have been
acquired in a transaction (a) registered under the Securities Act of 1933, (b)
in compliance with Regulation S or (c) in accordance with Rule 144 under the
Securities Act of 1933, and the Depositary may, as a condition to accepting the
deposit of such Shares hereunder, require the person depositing such Shares to
provide the Depositary with a certificate in writing to the foregoing effect; or
(ii) accept for (w) deposit under Section 2.02 hereof, (x) transfer or exchange
under Section 2.04 hereof, (y) cancellation under Section 2.05 hereof or (z)
delivery in satisfaction of any person's obligation under the following
paragraph, depositary receipts representing Shares issued pursuant to a
restricted facility.

     Subject to the further terms and provisions of this Section 2.06, Citibank,
N.A. and its agents may own and deal in any class of securities of the Company
and its affiliates and in Receipts. The Depositary may issue Receipts against
evidence of rights to receive Shares from the Company, or any custodian,
registrar, transfer agent, clearing agency or other entity involved in ownership
or transaction records in respect of the Shares. Such evidence of rights shall
consist of written blanket or specific guarantees of ownership of Shares
furnished on behalf of the holder thereof. In its capacity as Depositary, the
Depositary shall not lend Shares or Receipts; provided, however, that the
Depositary reserves the right to (i) issue Receipts prior to the

                                       20
<PAGE>

receipt of
Shares pursuant to Section 2.02 and (ii) deliver Shares prior to the receipt and
cancellation of Receipts pursuant to Section 2.05, including Receipts which were
issued under (i) above but for which Shares may not have been received. The
Depositary may receive Receipts in lieu of Shares under (i) above and receive
Shares in lieu of Receipts under (ii) above. Each such transaction shall be (a)
accompanied by (x) a written representation by the person or entity (the
"Applicant") to whom Receipts are issued or Shares delivered that at the time
the Depositary issues such Receipts or delivers such Shares, the Applicant or
its customer owns the Shares or Receipts to be delivered to the Depositary, or
(y) such evidence of ownership of Shares or Receipts as the Depositary deems
appropriate, (b) subject to a written representation by the Applicant that it
will hold such Shares or Receipts in trust for the Depositary until their
delivery to the Depositary or custodian, reflect on its records the Depositary
as owner of such Shares or Receipts and deliver such Shares upon the
Depositary's request, (c) at all times fully collateralized (marked to market
daily) with cash, United States government securities, or other collateral of
comparable safety and liquidity, (d) terminable by the Depositary on not more
than five (5) business days notice, and (e) subject to such further indemnities
and credit regulations as the Depositary deems appropriate. The Depositary
intends that the number of Receipts issued by it under (i) above and outstanding

                                       21
<PAGE>

at any time, generally will not exceed thirty percent (30%) of the Receipts
issued by the Depositary and with respect to which Shares are on deposit with
the Depositary or custodian; provided, however, that the Depositary reserves the
right to change or disregard such limit from time to time as the Depositary
deems appropriate. The Depositary will also set limits with respect to the
number of Receipts and Shares involved in transactions to be effected hereunder
with any one person on a case by case basis as it deems appropriate.

     Collateral provided by an Applicant for Receipts or Shares, but not the
earnings thereon, shall be held for the benefit of the Applicant. The Depositary
may retain for its own account any compensation received by it in connection
with the foregoing, including without limitation earnings on the collateral.

     Without limitation of the foregoing, the Depositary shall not knowingly
accept for deposit under this Deposit Agreement any Shares required to be
registered pursuant to the provisions of the Securities Act of 1933, unless a
registration statement under the Securities Act of 1933 is in effect as to such
Shares. The Depositary will use reasonable efforts to comply with written
instructions of the Company not to accept for deposit hereunder any Shares
identified in such instructions at such times and under such circumstances as
may reasonably be specified in such instructions in order to facilitate the
Company's compliance

                                       22
<PAGE>

with the securities laws of the United States and any other jurisdictions.

     SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary shall execute and deliver a new
Receipt of like tenor, in exchange and substitution for such mutilated Receipt
upon cancellation thereof, or in lieu of and in substitution for such destroyed,
lost or stolen Receipt, upon the filing by the Holder thereof with the
Depositary of both (i) a request for such exchange, execution and delivery
before the Depositary has notice that the Receipt has been acquired by a bona
fide purchaser and (ii) sufficient indemnity bond, and upon satisfying any other
reasonable requirements imposed by the Depositary. SECTION 2.08. Cancellation
and Destruction of Surrendered Receipts. All Receipts surrendered to the
Depositary shall be cancelled by the Depositary. Cancelled receipts shall not be
entitled to any benefits under this Deposit Agreement or be valid or enforceable
for any purpose. The Depositary is authorized to destroy Receipts so cancelled.

                                  ARTICLE III

                   CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS

     SECTION 3.01. Filing Proofs, Certificates and Other Information. Any person
depositing Shares, or any Holder may be required from time to time to file with
the Depositary or the Custodian such proof of citizenship, residence, exchange
control

                                       23
<PAGE>

approval, payment of all applicable Mexican taxes or other governmental charges,
compliance with all applicable laws, regulations, and provisions of or governing
Deposited Securities, the terms of this Deposit Agreement, and legal or
beneficial ownership of Receipts, Deposited Securities and other securities, and
the nature of such interest, to provide information relating to the registration
on the books of the Company (or the appointed agent of the Company for the
transfer and registration of Shares) of the Shares presented for deposit or
other information, to execute such certificates and to make such representations
and warranties as the Depositary or the Company may deem necessary or proper to
enable the Depositary or the Company to comply with applicable laws and to
perform its obligations hereunder. The Depositary may withhold the delivery or
registration of transfer of all or part of any Receipt or the distribution or
sale of any dividend or other distribution of rights or of the proceeds thereof
or, subject to Section 7.07 hereof, the delivery of any Deposited Security
represented by the American Depositary Shares evidenced by such Receipt, until
the foregoing is accomplished to the Depositary's and the Company's
satisfaction. The Depositary shall, upon the Company's written request, provide
to the Company in a timely manner copies of any such proofs and certificates and
such written representations and warranties that it receives.

     SECTION 3.02. Liability of Holders for Taxes and Other Charges. If any
Mexican or other tax or other governmental

                                       24
<PAGE>

charge shall become payable with respect to any Receipt or any Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt, such tax or other governmental charge shall be payable by the Holder of
such Receipt who shall pay the amount thereof to the Depositary. The Depositary
may refuse, and the Company shall be under no obligation, to effect any
registration of transfer of all or part of such Receipt or split up or
combination of such Receipt or any deposit or withdrawal of Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt until
such payment is made, and may withhold or deduct from any dividends or other
distributions, or may sell for the account of the Holder thereof any part or all
of the Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt, and may apply such dividends or other distributions
or the proceeds of any such sale in payment of such tax or other governmental
charge, the Holder of such Receipt remaining liable for any deficiency.

     SECTION 3.03. Representations and Warranties on Deposit, Transfer and
Surrender of Shares or Receipts. Each person depositing Shares under this
Deposit Agreement shall be deemed thereby to represent and warrant that (i) such
Shares and each certificate therefor are validly issued and outstanding, fully
paid and nonassessable, (ii) any preemptive rights then in effect with respect
to such Shares have been validly waived or

                                       25
<PAGE>

exercised, and (iii) the person making such deposit is duly authorized so to do.
Each such person shall also be deemed to represent that Shares deposited by that
person are not Restricted Securities, and that the deposit of Shares or sale of
Receipts by that person is not restricted under the Securities Act of 1933. Such
representations and warranties shall survive the deposit of Shares and the
issuance or cancellation of Receipts.

     SECTION 3.04. Disclosure of Beneficial Ownership. The Company and the
Depositary may from time to time request Holders or former Holders to provide
information as to `the capacity in which they hold or held Receipts or own or
owned such beneficial interest and regarding the identity of any other persons
then or previously interested in such Receipts and the nature of such interest
and various other matters. Each such Holder agrees to provide any such
information reasonably requested by the Company or the Depositary pursuant to
this Section and such agreement shall survive any disposition of their interest
in Shares or Receipts.

     SECTION 3.05. Ownership Restrictions. The Company may restrict transfers of
the Shares where such transfer might result in ownership of Shares exceeding the
limits under applicable law or the Company's Estatutos Sociales. The Company may
also restrict, in such manner as it deems appropriate in its sole discretion,
transfers of the American Depositary Shares where such transfer may result in
the total number of Shares repre-

                                       26
<PAGE>

sented by the American Depositary Shares beneficially owned by a single Holder
to exceed the limits under any applicable law or the Company's Estatutos
Sociales. The Company may, in such manner as it deems appropriate in its sole
discretion, instruct the Depositary to take action with respect to the ownership
interest of any Holder in excess of the limitation set forth in the preceding
sentence, including but not limited to a mandatory sale or disposition on behalf
of a Holder of the Shares represented by the American Depositary Shares held by
such Holder in excess of such limitations, if and to the extent such disposition
is permitted by applicable law.

                                   ARTICLE IV

                  RIGHTS RELATING TO THE DEPOSITED SECURITIES;
                      CERTAIN OBLIGATIONS OF THE DEPOSITARY

     SECTION 4.01. Power of Attorney. Each Holder, upon acceptance of a Receipt
issued in accordance with the terms hereof, thereby appoints the Depositary its
attorney-in-fact, with full power to delegate, to act on its behalf and to take
any and all steps or action provided for or contemplated herein with respect to
the Deposited Securities, including but not limited to those set forth in
Article IV, and to take such further steps or action as the Depositary in its
sole discretion may deem necessary or appropriate to carry out the purposes of
this Deposit Agreement.

                                       27
<PAGE>

     SECTION 4.02. Cash Distributions, Withholding. Whenever the Custodian or
the Depositary receives any cash dividend or other cash distribution by the
Company on any Deposited Securities, the Depositary shall, subject to the
provisions of Section 4.06, convert or cause such dividend or distribution to be
converted into dollars and shall promptly distribute such amount to the Holders
entitled thereto in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, after
deduction or upon payment of the fees and expenses of the Depositary; provided,
however, that in the event that the Company, the Custodian or the Depositary
shall be required to withhold and does withhold, subject to Section 4.11 hereof,
from any cash dividend or other cash distribution in respect of any Deposited
Securities an amount on account of taxes or other governmental charges, the
amount distributed to the Holder in respect of American Depositary Shares
representing such Deposited Securities shall be reduced accordingly.

                                       28
<PAGE>

     The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any Holder a fraction of one cent, and any
balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and become part of the next sum
received by the Depositary for distribution to Holders then outstanding. The
Depositary will forward to the Company or its agent such information from its
records as the Company may reasonably request to enable the Company or its agent
to file necessary reports with governmental authorities or agencies, and the
Custodian, the Depositary or the Company or its agent may file any such reports
necessary to obtain benefits under applicable tax treaties for the Holders.

     SECTION 4.03. Distributions in Shares. If any distribution upon any
Deposited Securities consists of a dividend in, or free distribution of, Shares,
the Depositary may after consultation with the Company, and shall, if the
Company shall so request, (i) instruct the Company to deposit or cause such
Shares to be deposited with Indeval and registered in the name of the Custodian
and (ii) distribute to the Holders of outstanding Receipts entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, additional Receipts for an
aggregate number of American Depositary Shares representing the number of Shares
received as such dividend or free distribution, after deduction or upon payment
of the fees and expenses of the Depositary; provided, however, that if for any
reason (including any requirement that the Company or the Depositary withhold an
amount on account of taxes or other governmental charges or that such Shares
must be registered under the Securities Act of 1933 in order to be distributed
to Holders of Receipts) the Depositary

                                       29
<PAGE>

deems such distribution not to be feasible, the Depositary may (after
consultation with the Company) adopt such method, as it may deem equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the Shares thus received, or any part thereof,
and the net proceeds of any such sale shall be distributed by the Depositary to
the Holders entitled thereto as in the case of a distribution received in cash.
In lieu of issuing Receipts for fractional American Depositary Shares in any
such case, the Depositary shall sell the number of Shares represented by the
aggregate of such fractions and distribute the net proceeds in dollars, all in
the manner and subject to the conditions described in Section 4.02. If
additional Receipts are not so distributed (except when the Depositary
distributed net proceeds in accordance with the preceding sentence), each
American Depositary Share shall thenceforth also represent its proportionate
interest in the additional Shares distributed upon the Deposited Securities
represented thereby.

     SECTION 4.04. Distribution of Rights. In the event that the Company shall
offer or cause to be offered to the holders of any Deposited Securities any
rights to subscribe for additional Shares or any rights of any other nature, the
Depositary, after consultation with the Company, shall have discretion as to the
procedure to be followed in making such rights available to the Holders entitled
thereto, subject to Section 5.09, or

                                       31
<PAGE>

in disposing of such rights on behalf of such Holders and making the net
proceeds available in dollars to such Holders or, if by the terms of such rights
offering or by reason of applicable law, the Depositary can neither make such
rights available to such Holders nor dispose of such rights and make the net
proceeds available to such Holders, then the Depositary shall allow the rights
to lapse; provided, however, that the Depositary will, if requested by the
Company in writing, take action as follows:

          (i) if at the time of the offering of any rights the Depositary
     determines that it is lawful and feasible to make such rights available to
     all or certain Holders by means of warrants or otherwise, the Depositary
     shall, after deduction or upon payment of the fees and expenses of the
     Depositary, distribute to such Holders entitled thereto warrants or other
     instruments therefor in such form and upon such terms and representations
     as it may determine, in proportion to the number of American Depositary
     Shares representing such Deposited Securities held by them respectively, or
     employ such other method as it may deem feasible in order to facilitate the
     exercise, sale or transfer of rights by such Holders or the sale or resale
     of securities obtainable upon exercise of such rights by such Holders; or

          (ii) if at the time of the offering of any rights the Depositary
     determines that it is not lawful or not feasible to make such rights
     available to all or certain Holders by

                                       31
<PAGE>

     means of warrants or otherwise, or if the rights represented by such
     warrants or such other instruments are not exercised and appear to be about
     to lapse, the Depositary shall use its reasonable efforts to sell such
     rights or such warrants or other instruments, at public or private sales,
     at such place or places and upon such terms as it may deem reasonable and
     proper and, after deduction or upon payment of the fees and expenses of the
     Depositary, allocate the net proceeds of such sales for the account of the
     Holders otherwise entitled to such rights, warrants or other instruments
     upon an averaged or other practicable basis without regard to any
     distinctions among such Holders because of exchange restrictions or the
     date of delivery of any Receipt or Receipts, or otherwise; and distribute
     such net proceeds so allocated to the extent practicable as in the case of
     a distribution of cash pursuant to Section 4.02 hereof. The Depositary
     shall not be responsible for any failure to determine that it may be lawful
     or feasible to make such rights available to Holders in general or any
     Holder or Holders in particular.

          If a Holder requests the distribution of warrants or other instruments
     in order to exercise the rights allocable to the American Depositary Shares
     of such Holder hereunder, the Depositary will make such rights available to
     such Holder upon written notice from the Company to the Depositary that (a)
     the Company has elected in its sole discretion to permit such rights to be
     exercised and (b) such Holder has executed such documents as the Company
     has determined in its sole discretion are reasonably required under
     applicable laws. Upon instruction pursuant to such warrants or other
     instruments to the Depositary from such Holder to exercise such rights,
     upon payment by such Holder to the Depositary for the account of such
     Holder of an amount equal to the purchase price of the Shares or other
     securities to be received in exercise of the rights, and upon payment of
     the fees of the Depositary as set forth in such warrants or other
     instruments, the Depositary shall, on behalf of such Holder, exercise the
     rights and purchase the Shares or such other securities, and the Company
     shall cause the Shares or such other securities so purchased to be
     delivered to the Depositary on behalf of such Holder. As agent for such
     Holder, the Depositary will cause the Shares or such other securities so
     purchased to be deposited pursuant to Section 2.02 of this Deposit
     Agreement, and shall, pursuant to Section 2.03 of this Deposit Agreement,
     execute and deliver to such Holder Restricted Receipts.

     Because Mexican law presently does not contemplate the issuance of
preemptive rights in negotiable form and therefore the possibility of such
issuance is unlikely, a liquid market for preemptive rights may not exist, and
this may adversely affect

                                       33
<PAGE>

(i) the amount the Depositary would realize upon disposal of rights and (ii) the
ability of the Depositary to dispose such rights.

     If registration under the Securities Act of 1933 or any other applicable
law of the rights or the securities to which any rights relate is required in
order for the Company to offer such rights to Holders and to sell the securities
represented by such rights, the Depositary will not offer such rights to Holders
unless and until a registration statement is in effect, or unless the offering
and sale of such rights or securities to such Holders are exempt from
registration under the provisions of the Securities Act of 1933. The Company
shall have no obligation to register such rights or such securities under the
Securities Act of 1933.

     If an exemption from such registration requirements is not available and a
registration statement is not filed, Holders would not be permitted to purchase
such securities or otherwise exercise such rights and the Depositary would, to
the extent possible, dispose of such rights for the account of such Holders as
provided herein. Such a disposal of rights may reduce the proportionate equity
interest in the Company of the Holders.

     SECTION 4.05. Distributions Other Than Cash, Shares or Rights. Whenever the
Custodian or the Depositary shall receive any distribution other than cash,
Shares or rights upon any Deposited Securities, the Depositary shall cause such
securities

                                       34
<PAGE>

or property to be distributed to the Holders entitled thereto, after
deduction or upon payment of the fees and expenses of the Depositary, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, in any manner that the
Depositary may deem equitable and practicable for accomplishing such
distribution; provided, however, that if in the opinion of the Depositary it
cannot cause such securities or property to be distributed or such distribution
cannot be made proportionately among the Holders entitled thereto, or if for any
other reason (including any requirement that the Company, the Custodian or the
Depositary withhold an amount on account of taxes or other governmental charges
or that such securities must be registered under the Securities Act of 1933 in
order to be distributed to Holders) the Depositary deems such distribution not
to be feasible, the Depositary may adopt such method, if any be available, as it
may deem equitable and practicable (after consultation with the Company) for the
purpose of effecting such distribution, including the sale (at public or private
sale) of the securities or property thus received, or any part thereof, and the
net proceeds of any such sale shall be distributed by the Depositary to the
Holders entitled thereto as in the case of a distribution received in cash,
provided that any unsold balance of such securities or property shall be
distributed by the Depositary to the Holders entitled thereto, if such
distribution is feasible

                                       35
<PAGE>

without withholding for or on account of any taxes or other governmental charges
and without registration under the Securities Act of 1933, in accordance with
such equitable and practicable method as the Depositary may have adopted.

     SECTION 4.06. Conversion of Foreign Currency. Whenever the Depositary or
the Custodian shall receive foreign currency, by way of dividends or other
distributions or the net proceeds from the sale of securities, property or
rights, and if at the time of the receipt thereof the foreign currency so
received can in the judgment of the Depositary be converted on a reasonable
basis into dollars distributable to the Holders entitled thereto and the
resulting dollars transferred to the United States, the Depositary shall
promptly convert or cause to be converted, by sale or in any other manner that
it may determine, such foreign currency into dollars, and such dollars (less any
reasonable and customary expenses incurred by the Depositary in the conversion
of the foreign currency) shall be distributed to the Holders entitled thereto
or, if the Depositary shall have distributed any warrants or other instruments
which entitle the holders thereof to such dollars, then to the holders of such
warrants and/or instruments in accordance with the terms thereof. Such
distribution shall be made upon an averaged or other practicable basis without
regard to any distinctions among Holders on account of any application of
exchange restrictions or otherwise.

                                       36
<PAGE>

     If such conversion or distribution generally or with regard to a particular
Holder can be effected only with the approval or license of any government or
agency thereof, the Depositary may file such application for approval or
license, if any, as it may deem desirable.

     If at any time the Depositary shall determine that in its judgment any
foreign currency received by the Depositary is not convertible on a reasonable
basis into dollars distributable to Holders entitled thereto, or if any approval
or license of any government or authority or agency thereof which is required
for such conversion is denied or in the opinion of the Depositary is not
reasonably obtainable, or if any such approval or license is not obtained within
a reasonable period as determined by the Depositary, the Depositary may
distribute the foreign currency (or an appropriate document evidencing the right
to receive such foreign currency) received by the Depositary to, or in its
discretion may hold such foreign currency for the respective accounts of, the
Holders entitled to receive the same.

     If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some Holders entitled thereto, the Depositary may
in its discretion make such conversion and distribution in dollars to the extent
permissible to the Holders for whom such conversion and distribution is
practicable and may distribute the balance of the foreign currency received by
the Depositary to, or hold such balance for the account of, the Holders for whom
such conversion and distribution is not practicable.

     SECTION 4.07. Fixing of Record Date. Whenever any cash dividend or other
cash distribution shall become payable or any distribution other than cash shall
be made or whenever rights shall be issued, with respect to the Deposited
Securities, or whenever, for any reason, the Depositary causes a change in the
number of Shares that are represented by each American Depositary Share or
whenever the Depositary shall receive notice of any meeting of holders of Shares
or other Deposited Securities, the Depositary shall fix a record date (which
shall be as near as practicable to the corresponding record date for Shares or
other Deposited Securities set by the Company) for the determination of the
Holders who shall be entitled to receive such dividend, distribution or rights,
or the net proceeds of the sale thereof, or to give instructions for the
exercise of voting rights, if any, at any such meeting. Subject to the
provisions of Section 4.02 through 4.06 and to the other terms and conditions of
this Deposit Agreement, the Holders on such record date shall be entitled to
receive the amount distributable by the Depositary with respect to such dividend
or other distribution or such rights or the net proceeds of sale thereof or to
exercise the rights of Holders hereunder with respect to such changed number of
Shares represented by each American Depositary Share in

                                       38
<PAGE>

proportion to the number of American Depositary Shares held by them
respectively.

     SECTION 4.08. Voting of Deposited Securities. As soon as practicable after
receipt of notice pursuant to Section 5.08 of any meeting of holders of Shares
or other Deposited Securities, the Depositary shall fix a record date for
determining the Holders entitled to give instructions for the exercise of voting
rights, if any, as provided in Section 4.07 and shall mail to the Holders of
record a notice which shall contain: (a) such information as is contained in
such notice of meeting and (b) a statement that the Holders of record at the
close of business on a specified record date will be entitled, subject to the
terms of this Section, any applicable provisions of Mexican law and of the
Estatutos Sociales of the Company (which provisions, if any, shall be summarized
in pertinent part), to instruct the Depositary as to the exercise of the voting
rights, if any, pertaining to the number of Deposited Securities represented by
their respective American Depositary Shares evidenced by their respective
Receipts. Upon the written request of a Holder on such record date, received on
or before the date established by the Depositary for such purpose, the
Depositary shall endeavor insofar as is practicable to vote or cause to be voted
(or grant a discretionary proxy to a person designated by the Company to vote)
the number of Deposited Securities represented by such

                                       39
<PAGE>

American Depositary Shares evidenced by such Receipt in accordance with the
instructions set forth in such request.

     The Depositary agrees not to, and shall ensure that the custodian and each
of their nominees, if any, does not, vote the Shares or other Deposited
Securities represented by the American Depositary Shares evidenced by a Receipt
other than in accordance with such instructions from the Holder or as provided
below. The Depositary may not itself exercise any voting discretion over any
Shares. If the Depositary does not receive instructions from a Holder on or
before the date established by the Depositary for such purpose, such Holder
shall be deemed, and the Depositary shall deem such Holder, to have instructed
the Depositary to give a discretionary proxy to a person designated by the
Company to vote the underlying Shares, provided that no such discretionary proxy
shall be given with respect to any matter as to which the Company informs the
Depositary that (i) the Company does not wish such proxy to be given, (ii)
substantial opposition exists or (iii) the rights of holders of Shares will be
materially and adversely affected.

     SECTION 4.09. Changes Affecting Deposited Securities. Upon any change in
par value, split-up, consolidation or any other reclassification of Deposited
Securities, or upon any recapitalization, reorganization, merger or
consolidation or sale of assets affecting the Company or to which it is a party,
any securities which shall be received by the Depositary or the

                                       40
<PAGE>

     Custodian in exchange for, or in conversion, replacement or otherwise in
     respect of, Deposited Securities shall be treated as Deposited Securities
     under this Deposit Agreement, and the Receipts shall, subject to the terms
     of this Deposit Agreement and applicable laws, including any applicable
     provisions of the Securities Act of 1933, thenceforth evidence American
     Depositary Shares representing the right to receive Deposited Securities
     including the securities so received to the extent additional Receipts are
     not delivered pursuant to the following sentence. In any such case the
     Depositary may with the Company's approval, and shall at the Company's
     request, subject to Section 5.09 and the other terms of this Deposit
     Agreement, execute and deliver additional Receipts as in the case of a
     dividend of Shares, or call for the surrender of outstanding Receipts to be
     exchanged for new Receipts specifically describing such newly received
     Deposited Securities.

     Immediately upon the occurrence of any such change, conversion or exchange
covered by this Section in respect of the Deposited Securities, the Depositary
shall give notice thereof in writing, at the Company's expense, to all Holders.
Notwithstanding the foregoing, in the event that any security so received may
not be lawfully distributed to some or all Holders, the Depositary may sell such
securities at public or private sale, at such place or places and upon such
terms as it may deem proper, and may allocate the net proceeds of such sales for
the

                                       41
<PAGE>

account of the Holders otherwise entitled to such securities upon an averaged or
other practicable basis without regard to any distinctions among such Holders
and distribute the net proceeds so allocated to the extent practicable as in the
case of a distribution received in cash pursuant to Section 4.02.

     SECTION 4.10. Transmittal by the Depositary of Company Notices, Reports and
Communications. The Depositary shall make available for inspection during
business hours by Holders at its Principal Office and at the principal office of
each Custodian copies of this Deposit Agreement, any notices, reports or
communications, including any proxy soliciting materials, received from the
Company which are both (a) received by the Depositary or the Custodian or the
nominee of either, as the holder of the Deposited Securities, and (b) made
generally available to the holders of such Deposited Securities by the Company.
The Depositary shall also send to Holders, at the Company's expense, copies of
such notices, reports and communications when furnished by the Company to the
Depositary pursuant to Section 5.08.

     The Depositary shall also furnish to the Commission (with a copy to the
Company) semi-annually, beginning on or before six months after the effective
date of any registration statement filed with the Commission under the
Securities Act of 1933 relating to the Receipts, (a) the following information
in tabular form:

          (1) The number of American Depositary Shares evidenced by Receipts
     issued during the period covered by the report;

          (2) The number of American Depositary Shares evidenced by Receipts
     retired during the period covered by the report;

          (3) The total amount of American Depositary Shares evidenced by
     Receipts remaining outstanding at the end of the six-month period; and

          (4) The total number of Holders at the end of the six-month period;

and (b) the name of each dealer known to the Depositary depositing Shares
against issuance of Receipts during the period covered by the report. In
connection with such reports relating to the Receipts, the Company and the
Depositary shall each furnish to the other the name of each such dealer known to
it who (1) has deposited Shares against the issuance of Receipts relating to
each reporting period (including the six months prior to filing such
registration statement), (2) proposes to deposit Shares against the issuance of
Receipts (as to each such person indicating the number of Shares proposed to be
deposited to the extent known), or (3) assisted or participated in the creation
of any plan for the issuance of Receipts or the selection of Shares to be
deposited.

     SECTION 4.11. Withholding. In connection with any distribution to Holders,
the Company or its agent or the Depositary or its agent, as appropriate, will
remit to the appropriate

                                       43
<PAGE>

governmental authority or agency all amounts (if any) required to be withheld by
the Company or Depositary and owing to such authority or agency. The Depositary
will forward to the Company or its agent such information from its records as
the Company may reasonably request to enable the Company or its agent to file
necessary reports with governmental authorities or agencies. Notwithstanding any
other provision of this Deposit Agreement, in the event that the Depositary
determines that any distribution in cash or property (including Shares or rights
to subscribe therefor) is subject to any tax or governmental charges which the
Depositary or the custodian are obligated to withhold, the Depositary may use
such cash, or dispose, including by public or private sale, of all or a portion
of such property (including Shares and rights to subscribe therefor) in such
amounts and in such manner as the Depositary deems necessary and practicable to
pay such taxes or governmental charges, and the Depositary shall distribute the
net proceeds of any such sale or the balance of any such cash or property after
deduction of such taxes or governmental charges to the Holders entitled thereto
in proportion to the number of American Depositary Shares held by them
respectively and the Depositary shall, if feasible without withholding for or on
account of taxes or other governmental charges, without registration of such
Shares under the Securities Act of 1933 and otherwise in compliance with
applicable law,

                                       44
<PAGE>

distribute any unsold balance of such cash or property in accordance with the
provisions of this Deposit Agreement.

     SECTION 4.12. Available Information. The Company furnishes the Commission
with certain public reports and documents required by the laws of Mexico, the
Rules of any stock exchange on which any securities of the Company are listed,
or otherwise, in accordance with Rule 12g3-2(b) of the Securities Exchange Act
of 1934.

     Such reports and information will be available for inspection and copying
by Holders at the public reference facilities maintained by the Commission
located at 450 Fifth Street, N.W. Washington, D.C. 20549.

                                   ARTICLE V

                  THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

     SECTION 5.01. Maintenance of Depositary's Office and Register. Until the
termination of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain in the Borough of Manhattan, the City of New York,
facilities for the execution and delivery, registration, registration of
transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.

     The Depositary shall keep books at its Principal Office for the
registration of Receipts and transfers of Receipts, which office shall be open
at all reasonable times for inspection by

                                       45
<PAGE>

Holders and the Company, provided that such inspection shall not be for tile
purpose of communicating with Holders in the interest of a business or object
other than the business of the Company or a matter related to this Deposit
Agreement or the Receipts.

     The Depositary may close the transfer books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties hereunder.

     If any Receipts or the American Depositary Shares evidenced thereby are
listed on one or more stock exchanges or automated quotation systems in the
United States, the Depositary or its agent shall act as Registrar or appoint a
Registrar or one or more co-registrars for registration of such Receipts in
accordance with any requirements of such exchange or exchanges or systems and
with the terms of any such appointment. Such Registrar or co-registrars may be
removed and a substitute or substitutes appointed by the Depositary. The
Depositary may appoint one or more co-transfer agents for the purpose of
effecting transfers, combinations and split-ups of Receipts at designated
transfer offices on behalf of the Depositary. Such co-transfer agents may be
removed and substitutes appointed by the Depositary. Each Receipt registrar,
co-registrar or co- transfer agent appointed under this Section 5.01 shall give
notice in writing to the Company and the Depositary accepting such appointment
and agreeing to be bound by the applicable terms of this Deposit Agreement.

                                       46
<PAGE>

     The Depositary may perform its obligations under this Section 5.01 through
any agent appointed by it and at its expense, provided that the Depositary shall
notify the Company of such appointment and shall remain responsible for the
performance of such obligations as if no agent were appointed.

     SECTION 5.02. Lists of Receipt Holders. Promptly upon request by the
Company, the Depositary shall furnish to it a list, as of a recent date, of the
names, addresses and holdings of American Depositary Shares by all persons in
whose names Receipts are registered.

     SECTION 5.03. Obligations of the Depositary, the Custodian and the Company.
Each of the Company and its agents assumes no obligation nor shall it be subject
to any liability under this Deposit Agreement or the Receipts to Holders or
other persons, except to perform such obligations as are specifically set forth
and undertaken by it to perform in this Deposit Agreement in good faith and
using its best judgment. Each of the Depositary and its agents assumes no
obligation and shall be subject to no liability under this Deposit Agreement or
Receipts to Holders or other persons, except to perform such obligations as are
specifically set forth and undertaken by it to perform in the Deposit Agreement
in good faith and using its best judgment. The Depositary and the Company
undertake to perform such duties and only such duties as are specifically set
forth in this Deposit Agreement, and no implied covenants or obligations shall

                                       47
<PAGE>

be read into this Deposit Agreement against the Depositary or the Company or
their respective agents. Without limitation of the preceding, none of the
Depositary, its agents or the Company or its agents shall be under any
obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the Receipts,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it in its sole discretion against all expense and liability
shall be furnished as often as may be required, and no Custodian shall be under
any obligation whatsoever with respect to such proceedings, the Custodian being
responsible solely to the Depositary. Neither the Depositary, its agents, the
Company nor its agents shall be liable for any action or inaction by it or them
in reliance upon the advice of or information from legal counsel, accountants,
any person presenting Shares for deposit, any Holder or any other person
believed by it or them in good faith to be competent to give such advice or
information. Each of the Depositary, its agents and the Company and its agents
may rely and shall be protected in acting upon any written notice, request,
direction or other document believed by it to be genuine and to have been signed
or presented by the proper party or parties, subject to the provisions of this
Section 5.03, the Depositary shall not be responsible for the manner in which
any vote is cast or for the effect of any such vote.

                                       48
<PAGE>

     The Depositary may own and deal in any class of securities of the Company
and its affiliates and in Receipts.

     SECTION 5.04. Prevention or Delay in Performance by the Depositary or the
Company. Neither the Depositary, its agents, nor the Company nor its agents, if
any, shall incur any liability to any Holder or other person if by reason of any
present or future law, order of any government or agency thereof or any court,
decree, regulation or fiat of Mexico, the United States or any other country,
the Estatutos Sociales of the Company, the provisions of or governing any
Deposited Securities, act of God, war or other circumstances beyond its control,
the Depositary, its agents, the Company or its agents shall be prevented,
delayed or forbidden from doing or performing any act or thing which by the
terms of this Deposit Agreement it is provided shall be done or performed; nor
shall the Depositary, its agents, the Company nor its agents incur any liability
to any Holder or other person by reason of any nonperformance or delay, caused
as aforesaid, in performance of any act or thing that by the terms of this
Deposit Agreement it is provided shall or may be done or performed, or by reason
of any exercise of, or failure to exercise, any discretion provided for in this
Deposit Agreement.

     SECTION 5.05. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by 90 days' written

                                       49
<PAGE>

notice of its resignation delivered to the Company, such resignation to take
effect upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.

     The Depositary may at any time be removed by the Company by 90 days'
written notice of such removal, which removal shall become effective upon the
appointment of a successor depositary and its acceptance of such appointment as
hereinafter provided.

     In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, the City of New York. Every successor depositary shall
execute and deliver to its predecessor and to the Company an instrument in
writing accepting its appointment hereunder, and thereupon such successor
depositary, without any further act or deed, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor; but such
predecessor, nevertheless, upon payment of all sums due to it and on the written
request of the Company, shall execute and deliver an instrument transferring to
such successor all rights and powers of such predecessor hereunder, shall duly
assign, transfer and deliver all right, title and interest in the Deposited
Securities to such successor, and shall deliver to such successor a list of the

                                       50
<PAGE>

Holders of all outstanding Receipts and such other books and records maintained,
by such predecessor and its agents with respect to its function as Depositary
hereunder. Any such successor depositary shall promptly mail notice of its
appointment to the Holders.

     Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.

     SECTION 5.06. Charges of Depositary. The Depositary shall charge any party
who makes a deposit or to whom Receipts are issued (including, without
limitation, deposit or issuance pursuant to a stock dividend or stock split
declared by the Company or an exchange of stock regarding the Receipts or
Deposited Securities or a distribution of Receipts pursuant to Section 4.03 or
4.09 hereof) or who makes a withdrawal or who surrenders Receipts a fee of $5.00
or less per 100 American Depositary Shares (or portion thereof) for the deposit,
issuance, withdrawal or surrender, respectively. In addition, the Depositary
shall charge to the Holders a fee of $.02 or less per American Depositary Share
(or portion thereof) for any cash distribution made pursuant to the Deposit
Agreement including, but not limited to Sections 4.02 through 4.05 thereof. The
Depositary shall also charge the Holders a fee of $1.50 or less per certificate
for a Receipt for transfers made pursuant to the

                                       51
<PAGE>

terms of the Deposit Agreement. The Company shall pay the expenses, fees or
charges of the Depositary and Registrar, if any, as are provided in Exhibit B
hereto to be paid by the Company. Holders agree to pay (i) the fees of the
Depositary for the deposit or withdrawal of Shares, issuance and surrender of
Receipts pursuant to Sections 2.02, 2.03 and 2.05 hereof, the distribution of
dividends and sale or exercise of rights or other corporate action involving
distribution to holders of Shares, each as stated above and as provided in
Exhibit B hereto, (ii) taxes and other governmental charges relating to the
Deposit Agreement (other than taxes in respect of the income of the Company or
the Depositary), (iii) such registration, custody and transfer fees as may from
time to time be in effect for the registration of transfers of Shares generally
on the share register of the Company or its appointed agent for the registration
of transfer and accordingly applicable to transfers of Shares to the name of the
Depositary or its Nominee or a Custodian or its nominee or the person who makes
a withdrawal, on the making of deposits pursuant to Section 2.02 or withdrawals
pursuant to Section 2.05, (iv) such cable, telex and facsimile transmission and
delivery expenses as are expressly provided in this Deposit Agreement to be at
the expense of persons depositing Shares or Holders, (v) such customary expenses
and charges as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.06.

                                       52
<PAGE>

     All fees and charges may at any time and from time to time be changed by
agreement between the Company and the Depositary. Unless otherwise agreed, the
Depositary shall present its statement for such expenses and fees or charges to
the Company once every three months. The charges of the Custodian are the sole
responsibility of the Depositary.

     The right of the Depositary to receive payment of fees, charges and
expenses as provided in this Section 5.06 shall survive the termination of this
Deposit Agreement and, as to any Depositary, the resignation or removal of such
Depositary pursuant to Section 5.05.

     SECTION 5.07. The Custodian. The Depositary has initially appointed
Citibank, N.A., Mexico, as custodian and agent of the Depositary for the purpose
of this Deposit Agreement. The Custodian in acting hereunder shall be subject at
all times and in all respects to the direction of the Depositary and shall be
responsible solely to it. The Custodian may resign and be discharged from its
duties hereunder by notice of such resignation delivered to the Depositary at
least 60 days prior to the date on which such resignation is to become
effective. If upon such notice of resignation there shall be no Custodian acting
hereunder, the Depositary shall, promptly after receiving such notice, appoint a
substitute custodian that is organized under the laws of the United Mexican
States which shall thereafter be the Custodian hereunder. The Depositary may (i)
discharge any

                                       53
<PAGE>

Custodian at any time upon notice to the Custodian being discharged and appoint
a substitute custodian or (ii) appoint an additional custodian, who, in either
case shall thereafter be a Custodian hereunder. Forthwith upon its appointment,
each such substitute or additional custodian shall deliver to the Depositary an
acceptance of such appointment satisfactory in form and substance to the
Depositary. Any Custodian ceasing to act hereunder as Custodian shall deliver
all Deposited Securities held by it to a Custodian continuing to act upon the
instruction of the Depositary. The Depositary shall give notice in writing to
all Holders, the Company and each other Custodian of the name, location and the
appointment of any Custodian not named in the Receipts. Upon the appointment of
any successor depositary hereunder, any Custodian then acting hereunder shall
forthwith become, without any further act or writing, the agent hereunder of
such successor depositary and the appointment of such successor depositary shall
in no way impair the authority of any Custodian hereunder; but the successor
depositary so appointed shall, nevertheless, on the written request of any
Custodian, execute and deliver to such Custodian all such instruments as may be
proper to give to the Custodian full and complete power and authority as agent
hereunder of such successor depositary.

     SECTION 5.08. Notices and Reports. On or before the first date on which the
Company gives notice, by publication or otherwise, of any meeting of holders of
any Deposited Securities, or of any adjourned meeting of such holders, or of the
taking of any action by such holders of any Deposited Securities other than at a
meeting, or of the taking of any action in respect of any cash or other
distributions or the offering of any rights in respect of any Deposited
Securities, the Company agrees to transmit to the Depositary and the Custodian a
copy of the notice thereof in the English language but otherwise in the form
given or to be given to holders of Shares or other Deposited Securities. The
Company shall also furnish to the Custodian and the Depositary a summary, in
English, of any applicable provisions or proposed provisions of the Estatutos
Sociales of the Company that may be relevant or pertain to such notice of
meeting or be the subject of a vote thereat.

     The Depositary will, at the Company's expense, arrange for the prompt
transmittal by the Custodian to the Depositary of such notices and any other
reports and communications that are generally provided by the Company to holders
of its Shares. The Depositary shall arrange at the Company's expense for prompt
mailing of copies thereof to all Holders, or at the request of the Company, make
such notices, reports and other communications available to all Holders on a
basis similar to that for holders of Shares or other Deposited Securities or on
such other basis as the Company may advise or the Depositary may be required by
applicable law, regulation or stock exchange requirement. The Company will also
provide to the Custodian or the Depositary an

                                       55
<PAGE>

English language translation or English language summaries in accordance with
Rule 12g3-2(b) of such reports or communications concurrently with the receipt
by the Custodian of such reports or communications. The Depositary may, but
shall not be required to, at the Company's expense, obtain English translations
or adequate English summaries of any notices, reports or communications which
are generally provided by the Company to its shareholders which are not
initially furnished to the Depositary in English text.

     SECTION 5.09. Issuance of Additional Shares, Etc. In the event of any
issuance of additional Shares or of other securities (including rights and
convertible or exchangeable Securities) as a dividend or distribution with
respect to the Shares or other Deposited Securities evidenced by Receipts, the
Depositary shall not distribute any such additional Shares or other securities
to the Holders unless the Company shall have furnished to the Depositary a
written opinion from counsel for the Company in the United States, which counsel
shall be reasonably satisfactory to the Depositary, stating whether or not the
circumstances of such issue are such as to make it not necessary for a
registration statement under the Securities Act of 1933 to be in effect at or
prior to such time as such dividend or distribution is made available to the
Holders entitled thereto and, if in the opinion of such counsel a registration
statement is required, stating whether or not there is a registration

                                       56
<PAGE>

     statement in effect which will cover the issuance of such securities,
provided, however, that the Company shall be under no obligation to file any
registration statement.

     The Company agrees that it will obtain legal advice as to whether future
issuances to Holders to be paid for in cash of (1) additional Shares, (2) rights
to subscribe for Shares, (3) securities convertible into or exchangeable for
Shares, or (4) rights to subscribe for securities convertible into or
exchangeable for Shares (in each event other than as a dividend or distribution
set forth above), are such as to make it necessary for a registration statement
under the Securities Act of 1933 covering such securities to be in effect. If
being advised by counsel, the Company determines that an issuance of such
securities is required to be registered under the Securities Act of 1933, the
Company will (x) register such issuance to the extent necessary, (y) alter the
terms of the issuance to avoid the registration requirements of the Securities
Act of 1933 or (z) direct the Depositary to take specific measures (and the
Depositary shall use reasonable efforts to take such measures) with respect to
the acceptance for deposit of Shares to prevent such issuance from being made in
violation of the registration requirements of the Securities Act of 1933.

     The Company agrees with the Depositary that neither the Company nor any
company controlled by the Company will at any time deposit any Shares, either
upon original issuance or upon a

                                       57
<PAGE>

sale of Shares previously issued and reacquired by the Company or by any such
controlled company unless (i) a registration statement is in effect as to such
Shares under the Securities Act of 1933, (ii) such deposit, and the issuance of
Receipts in respect thereof, is exempt from registration under the Securities
Act of 1933 as confirmed by a written opinion from counsel for the Company in
the United States, which counsel shall be reasonably satisfactory to the
Depositary, or (iii) the Company directs the Depositary to adopt an alternative
method of distributing such Shares, as contemplated by the proviso to Section
4.04.

     SECTION 5.10. Indemnification. The Company shall indemnify, defend and save
harmless the Depositary, the Custodian, and any other agent of the Company or
the Depositary appointed hereunder and their respective officers, directors and
employees (the "indemnified persons") against any loss, liability or expense
(including reasonable fees and expenses of counsel) that may arise out of acts
performed or omitted in connection with this Deposit Agreement and the Receipts,
as the same may be amended, modified or supplemented from time to time, (i) by
such indemnified person, except to the extent such loss, liability or expense is
due to negligence, willful misconduct, breach of this Deposit Agreement or bad
faith of such indemnified person, or (ii) by the Company or any of its agents
(other than the indemnified persons), and their respective officers, directors

                                       58
<PAGE>

and employees authorized to act on their behalf. The Depositary shall indemnify,
defend and save harmless the Company and its respective officers, directors,
employees and persons who control the Company against any loss, liability or
expense (including reasonable fees and expenses of counsel) incurred by such
persons due to acts performed or omitted by the Depositary due to the negligence
or bad faith of the Depositary. The obligations set forth in this Section shall
survive the termination of this Deposit Agreement and the succession or
substitution of any indemnified person.

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

     SECTION 6.01. Amendment. The form of the Receipts and any provisions of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable. Any amendment which shall impose or increase any
fees or charges (other than the fees of the Depositary for the issuance and
delivery of Receipts or the making of deposits and other taxes and charges
listed in Section 5.06 of this Deposit Agreement), or which shall otherwise
prejudice any substantial existing right of Holders, shall not, however, become
effective as to outstanding Receipts until the expiration of 90 days after
notice of such amendment shall have been given to the Holders of outstanding
Receipts. Every Holder at the expiration of 90 days

                                       59
<PAGE>

after such notice shall be deemed by continuing to hold such Receipt to consent
and agree to such amendment and to be bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair the right of the Holder to
surrender such Receipt and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable law.

SECTION 6.02. Termination. The
Depositary shall at any time at the direction of the Company terminate this
Deposit Agreement by mailing notice of such termination to the Holders of all
Receipts then outstanding at least 60 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate this Deposit
Agreement at any time after the expiration of 90 days after the Depositary shall
have delivered to the Company a written notice of its election to resign,
provided that no successor depositary shall have been appointed and accepted its
appointment as provided in Section 5.05 before the end of such 90 day period. If
any Receipts shall remain outstanding after the date of termination, the
Depositary thereafter shall discontinue the registration of transfers of
Receipts, shall suspend the distribution of dividends to the Holders thereof,
shall not accept deposits of Shares (and shall instruct each Custodian to act
accordingly), and shall not give any further notices or perform any further acts
under this Deposit Agreement, except that the Depositary shall continue to
collect

                                       60
<PAGE>

dividends and other distributions pertaining to Deposited Securities, shall sell
property and rights and convert Deposited Securities into cash as provided in
this Deposit Agreement, and shall continue to deliver Deposited Securities,
together with any dividends or other distributions received with respect thereto
and the net proceeds of the sale of any rights or other property (in all such
cases, without liability for interest), in exchange for Receipts surrendered to
the Depositary. At any time after the expiration of six months from the date of
termination, the Depositary may sell the Deposited Securities then held
hereunder and may thereafter hold the net proceeds of any such sale, together
with any other cash then held by it hereunder, in an unsegregated escrow account
and without liability for interest, for the pro rata benefit of the Holders of
Receipts which have not theretofore been surrendered. After making such sale,
the Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash and for its
obligations under Section 5.10 hereof. Upon the termination of this Deposit
Agreement, the Company shall be discharged from all obligations under this
Deposit Agreement except for its obligations to the Depositary under Section
5.06 and 5.10 hereof.

                                       61
<PAGE>

                                  ARTICLE VII

                                  MISCELLANEOUS

     SECTION 7.01. Counterparts. This Deposit Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and all of
such counterparts shall constitute one and the same instrument.

     SECTION 7.02. No Third Party Beneficiaries. This Deposit Agreement is for
the exclusive benefit of the parties hereto (including the Holders) and shall
not be deemed to give any legal or equitable right, remedy or claim whatsoever
to any other person, except as expressly provided in Section 4.12 with respect
to the right to receive upon request certain information with respect to the
Company.

     SECTION 7.03. Severability. In case any one or more of the provisions
contained in this Deposit Agreement or in the Receipts should be or become
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or therein shall in
no way be affected, prejudiced or disturbed thereby.

     SECTION 7.04. Holders as Parties; Binding Effect. The Holders from time to
time shall be parties to this Deposit Agreement and shall be bound by all of the
terms and conditions hereof and of the Receipts by acceptance thereof.

     SECTION 7.05. Notices. Any and all notices to be given to the Company shall
be deemed to have been duly given if

                                       62
<PAGE>

personally delivered, or sent by mail, first class airmail postage prepaid, or
air courier, or by cable, telex or facsimile transmission confirmed by letter
sent by mail or air courier, addressed to FAR-BEN, S.A. de C.V., J. Cantu Leal
1528, Col. Cerra de la Silla 64810 Monterrey, N.L., Mexico, Attention: Enrique
J. Villareal Bacco; facsimile number: 011-52-83-59-51-50, or to any other
address which the Company may specify in writing to the Depositary.

     Any and all notices to be given to the Depositary shall be deemed to have
been duly given if personally delivered, or sent by mail, first class, if
overseas, airmail postage prepaid or air courier, or by cable, telex or
facsimile transmission confirmed by letter sent by mail or air courier,
addressed to Citibank, N.A., 111 Wall Street, 5th Floor, New York, New York
10043, Attention: ADR Department (telex number: ITT: 420392; RCA: 235530;
facsimile number: (212) 759-1649), or to any other address which the Depositary
may specify in writing to the Company.

     Any and all notices to be given to any Holder shall be deemed to have been
duly given if personally delivered, or sent by mail, first class airmail postage
prepaid, or air courier, or by cable, telex or facsimile transmission confirmed
by letter sent by mail or air courier, addressed to such Holder at the address
of such Holder as it appears on the transfer books for Receipts of the
Depositary, or, if such Holder shall have filed

                                       63
<PAGE>

with the Depositary a written request that notices intended for such Holder be
mailed to some other address, at the address designated in such request.

     Notice given as aforesaid (i) to the Company or the Depositary shall be
deemed to be effected when received, and (ii) to a Holder by mail or by cable,
telex or facsimile transmission shall be deemed to be effected at the time when
a duly addressed letter containing the same (or a confirmation thereof in the
case of a cable, telex or facsimile transmission) is deposited, first class
airmail postage prepaid, in a post-office letter box. The Depositary or the
Company may act upon any cable, telex or facsimile transmission received by it
from the other or from any Holder, notwithstanding that such cable, telex or
facsimile transmission shall not subsequently be confirmed as aforesaid.

     SECTION 7.06. Governing Law. This Deposit Agreement and the Receipts shall
be interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the laws of the State of New York without regard to
the principles of conflicts of laws thereof.

     SECTION 7.07. Compliance With U.S. Securities Laws. Notwithstanding
anything in this Deposit Agreement or the Receipts to the contrary, the Company
and the Depositary each agrees that it will not exercise any rights it has under
this Deposit Agreement to prevent the withdrawal or delivery of Deposited
Securities in a manner which would violate the United

                                       64
<PAGE>

States securities laws, including, but not limited to, Instruction I A(1) of the
General Instructions to Form F-6 Registration Statement, as amended from time to
time, under the Securities Act of 1933.

     SECTION 7.08. Assignment. Unless otherwise agreed in writing, this Deposit
Agreement may not be assigned by either the Company or the Depositary.

                                       65
<PAGE>

     IN WITNESS WHEREOF, FAR-BEN, S.A. DE C.V. and CITIBANK, N.A. have duly
executed this Deposit Agreement as of the day and year first above set forth and
all Holders shall become parties hereto upon acceptance by them of Receipts
issued in accordance with the terms hereof.

                                        FAR-BEN, S.A. DE C.V.

                                        By: /s/ Jaime Benavides Pompa
                                           -------------------------------------
                                           Jaime Benavides Pompa
                                           Chief Executive Officer

                                        By: /s/ Luis Felipe Salas Benavides
                                           -------------------------------------
                                           Luis Felipe Salas Benavides
                                           Executive Vice President

                                        CITIBANK, N.A.

                                        By: /s/ Mary Lou Kelley
                                           -------------------------------------
                                           Mary Lou Kelley
                                           Vice President

                                       66
<PAGE>

                                                                       EXHIBIT A

Number                                                (CUSIP Number          )
                                                      American Depositary Shares
                                                      (Each ADS Representing Two
                                                      Shares of Series B Common
                                                      Stock)

                            [FORM OF FACE OF RECEIPT]
                           AMERICAN DEPOSITARY RECEIPT
                                   evidencing
                           AMERICAN DEPOSITARY SHARES
                                  representing
                    DEPOSITED SHARES OF SERIES B COMMON STOCK
                                       of
                              FAR-BEN, S.A. de C.V.
                         (Incorporated under the laws of
                           THE UNITED MEXICAN STATES)

     CITIBANK, N.A., a national banking association organized and existing under
the laws of the United States of America, as depositary (the "Depositary"),
hereby certifies that                         is the record owner of
                  American Depositary Shares, representing deposited duly and
validly authorized and issued and fully paid shares of Series B common stock,
without par value or evidence of rights to receive such shares ("Shares"), of
FAR-BEN, S.A. DE C.V., a corporation

                                      A-1
<PAGE>

organized under the laws of the United Mexican States (the "Company"). At the
date hereof, each American Depositary Share represents two Shares deposited
under the Deposit Agreement (as hereafter defined) with the Custodian, which at
the date of execution of the Deposit Agreement is Citibank, N.A. Paseo de la
Reforma 390, 06600 Mexico, D.F. (the "Custodian"). The ratio of Shares to
American Depositary Shares is subject to amendment as provided in Article IV of
the Deposit Agreement.

     (1) The Deposit Agreement. This American Depositary Receipt is one of the
receipts (the "Receipts") executed and delivered pursuant to the Deposit
Agreement dated as of April 18, 1994 (as amended from time to time, the "Deposit
Agreement"), by and among the Company, the Depositary and all registered holders
of Receipts ("Holders"), each of whom by accepting a Receipt agrees to become a
party thereto and becomes bound by all terms and provisions thereof and hereof.
The Deposit Agreement sets forth the rights of Holders and the rights and duties
of the Depositary in respect of the Shares deposited thereunder and any and all
other securities, property and cash from time to time received in respect of
such Shares and held thereunder (such Shares, securities, property and cash,
collectively, the "Deposited Securities"). Copies of the Deposit Agreement are
on file at the Depositary's Principal Office, at the principal office of the
Custodian and at any other designated transfer office. The statements made on
the face and the reverse of this

                                      A-2
<PAGE>

Receipt are summaries of certain provisions of the Deposit Agreement and are
qualified by and subject to the detailed provisions of the Deposit Agreement, to
which reference is hereby made. The Depositary makes no representation or
warranty as to the validity or worth of the Deposited Securities. Capitalized
terms defined in the Deposit Agreement and not otherwise defined herein have the
same defined meanings set forth in the Deposit Agreement.

     (2) Surrender of Receipts and Withdrawal of Deposited Securities. Upon
surrender of a Receipt at the Principal Office of the Depositary for the purpose
of withdrawal of the Deposited Securities represented by the American Depositary
Shares evidenced by this Receipt and upon receipt of (i) payment of all charges
and fees (including the fee of the Depositary provided for in article (7) of
this Receipt), taxes and governmental charges payable in connection with such
surrender and (ii) written instructions of the Holder, subject to the terms and
conditions of the Deposit Agreement, the Holder hereof is entitled to physical
delivery, to him or upon his order, or to electronic delivery of the Deposited
Securities at the time represented by the American Depositary Shares evidenced
by this Receipt. Such delivery of such Deposited Securities will be made without
unreasonable delay and, at the option of the Holder hereof, if Principal Office
of the

                                      A-3
<PAGE>

Depositary, provided that the forwarding of certificates evidencing Shares or
other Deposited Securities for such delivery at the Principal Office shall be at
the risk and expense of the Holder hereof.

     A Receipt surrendered or written instructions received for such purposes
may be required by the Depositary to be properly endorsed or accompanied by
properly executed instruments of transfer. The person requesting withdrawal of
Deposited Securities shall deliver to the Depositary a written order directing
the Depositary to cause such Deposited Securities being withdrawn to be either
physically delivered (subject to applicable clearing procedures of Indeval (the
Mexican depositary institution), the provisions of the Estatutos Sociales of the
Company and the provisions of this paragraph (2)) or electronically delivered to
or upon the written order of a person or persons designated in such order.

     The Depositary shall not accept for surrender a Receipt evidencing American
Depositary Shares representing less than one Share. In the case of surrender of
a Receipt evidencing a number of American Depositary Shares representing other
than a whole number of Shares, the Depositary shall cause ownership of the
appropriate whole number of Shares to be recorded in the name of the Holder
surrendering such Receipt, and shall issue and deliver to the person
surrendering such Receipt a new Receipt evidencing

                                      A-4
<PAGE>

American Depositary Shares representing any remaining fractional Share.

     (3) Transfers, Split-ups and Combinations. Subject to the limitations set
forth herein and in the Deposit Agreement, this Receipt is transferable on the
books of the Depositary by the Holder hereof in person or by duly authorized
attorney, upon surrender of this Receipt properly endorsed or accompanied by
proper instruments of transfer (including any certifications, if any, that the
Depositary and the Company may require in order to comply with any applicable
laws, signature guarantees in accordance with standard industry practice and the
full and accurate completion of any endorsements appearing on this Receipt),
funds sufficient to pay any applicable transfer taxes and the fees and expenses
of the Depositary and duly stamped as may be required by, any applicable law;
provided that the Depositary may close the Receipt register at any time or from
time to time when deemed expedient by it in connection with the performance of
its duties under the Deposit Agreement or at the request of the Company. This
Receipt may be split into other Receipts or may be combined with other Receipts
into one Receipt, evidencing the same aggregate number of American Depositary
Shares as those evidenced by the Receipt or Receipts surrendered.

     (4) Certain Limitations. Prior to the execution and delivery, registration,
registration of transfer, split-up, combination or surrender of any Receipt, the
delivery of any

                                      A-5
<PAGE>

distribution in respect thereof or the withdrawal of any Deposited Securities,
the Depositary or the Custodian may require from the Holder, the presenter of a
Receipt or the depositor of Shares in order to reflect such transfer, split-up,
combination, surrender or withdrawal (i) payment of a sum sufficient to
reimburse it for any tax or other governmental charge and any stock transfer or
registration fee with respect thereto (including any such tax or charge and fee
with respect to Shares being deposited or withdrawn) and payment of any charges
of the Depositary upon delivery of Receipts against deposits of Shares and upon
withdrawal of Deposited Securities against surrender of Receipts as provided in
article (7) of this Receipt; (ii) compliance with such reasonable regulations,
if any, as the Depositary and the Company may establish consistent with the
provisions of the Deposit Agreement subject to article (23) hereof; and (iii)
production of proof satisfactory to it as to the identity and genuineness of any
signature appearing on any form, certification or other document delivered to
the Depositary in connection with the Deposit Agreement, including but not
limited to, in the case of Receipts, a signature guarantee in accordance with
industry practice.

     The delivery of Receipts against, or adjustments in the records of the
Depositary to reflect, deposits of Shares generally or of particular Shares may
be suspended or withheld, or the registration of transfer of Receipts in
particular

                                      A-6
<PAGE>

instances may be refused, or the registration of transfer generally may be
suspended, or the surrender of outstanding Receipts for the purpose of
withdrawal of Deposited Securities may be suspended, during any period when the
transfer books of the Depositary or the Company (or its appointed agent for
transfer and registration of Shares) are closed, or if any such action is deemed
necessary or advisable by the Company or the Depositary at any time or from time
to time, subject to article (23) hereof. The Depositary and the Custodian shall
refuse to accept Shares for deposit whenever notified, as hereafter provided,
that the Company has restricted transfer of such Shares to comply with the
ownership restrictions referred in Section 3.05 of the Deposit Agreement. The
Company shall notify the Depositary and the Custodian in writing with respect to
any such restriction on transfer of its Shares for deposit hereunder.

     Subject to the further terms and provisions of this article (4), Citibank,
N.A. and its agents may own and deal in any class of securities of the Company
and its affiliates and in Receipts. The Depositary may issue Receipts against
evidence of rights to receive Shares from the Company, or any custodian,
registrar, transfer agent, clearing agency or other entity involved in ownership
or transaction records in respect of the Shares. Such evidence of rights shall
consist of written blanket or specific guarantees of ownership of Shares
furnished on behalf of the holder thereof. In its capacity as Depositary, the

                                      A-7
<PAGE>

Depositary shall not lend Shares or Receipts; provided, however, that the
Depositary reserves the right to (i) issue Receipts prior to the receipt of
Shares pursuant to Section 2.02 and (ii) deliver Shares prior to the receipt and
cancellation of Receipts pursuant to Section 2.05, including Receipts which were
issued under (i) above but for which Shares may not have been received. The
Depositary may receive Receipts in lieu of Shares under (i) above and receive
Shares in lieu of Receipts under (ii) above. Each such transaction shall be (a)
accompanied by (x) a written representation by the person or entity (the
"Applicant") to whom Receipts are issued or Shares delivered that at the time
the Depositary issues such Receipts or delivers such Shares, the Applicant or
its customer owns the Shares or Receipts to be delivered to the Depositary, or
(y) such evidence of ownership of Shares or Receipts as the Depositary deems
appropriate, (b) subject to a written representation by the Applicant that it
will hold such Shares or Receipts in trust for the Depositary until their
delivery to the Depositary or custodian, reflect on its records the Depositary
as owner of such Shares or Receipts and deliver such Shares upon the
Depositary's request, (c) at all times fully collateralized (marked to market
daily) with cash, United States government securities, or other collateral of
comparable safety and liquidity, (d) terminable by the Depositary on not more
than five (5) business days notice, and (e) subject to such further indemnities
and credit regulations as the

                                      A-8
<PAGE>

Depositary deems appropriate. The Depositary intends that the number of Receipts
issued by it under (i) above and outstanding at any time, generally will not
exceed thirty percent (30%) of the Receipts issued by the Depositary and with
respect to which Shares are on deposit with the Depositary or custodian;
provided, however, that the Depositary reserves the right to change or disregard
such limit from time to time as the Depositary deems appropriate. The Depositary
will also set limits with respect to the number of Receipts and Shares involved
in transactions to be effected hereunder with any one person on a case by case
basis as it deems appropriate.

     Collateral provided by an Applicant for Receipts or Shares, but not the
earnings thereon, shall be held for the benefit of the Applicant. The Depositary
may retain for its own account any compensation received by it in connection
with the foregoing, including without limitation earnings on the collateral.

     Without limitation of the foregoing, the Depositary shall not knowingly
accept for deposit under the Deposit Agreement any Shares required to be
registered pursuant to the provisions of the Securities Act of 1933, unless a
registration statement under the Securities Act of 1933 is in effect as to such
Shares. The Depositary will use reasonable efforts to comply with written
instructions of the Company not to accept for deposit thereunder any Shares
identified in such instructions at

                                      A-9
<PAGE>

such times and under such circumstances as may reasonably be specified in such
instructions in order to facilitate the Company's compliance with the securities
laws of the United States and any other jurisdictions.

     (5) Liability of Holders for Taxes. If any Mexican or other tax or other
governmental charge shall become payable with respect to this Receipt or any
Deposited Securities represented by the American Depositary Shares evidenced by
this Receipt, such tax or other governmental charge shall be payable by the
Holder who shall pay the amount thereof to the Depositary. The Depositary may
refuse, and the Company shall be under no obligation, to effect any registration
of transfer or split up or combination of this Receipt or any deposit or
withdrawal of such Deposited Securities represented by the American Depositary
Shares evidenced by this Receipt until such payment is made, and may withhold or
deduct from any dividends or other distributions, or may sell for the account of
the Holder any part or all of such Deposited Securities represented by the
American Depositary Shares evidenced by this Receipt, and may apply the amount
so withheld or the proceeds of any such sale in payment of such tax or other
governmental charge, the Holder remaining liable for any deficiency.

     (6) Representations and Warranties by Depositor. Each person depositing
Shares under the Deposit Agreement shall be deemed thereby to represent and
warrant that (i) such Shares and

                                      A-10
<PAGE>

each certificate therefor are validly issued and outstanding, fully paid and
nonassessable, (ii) any preemptive rights then in effect with respect to such
Shares have been validly waived or exercised, and (iii) the person making Such
deposit is duly authorized so to do. Each such person shall also be deemed to
represent that Shares deposited by that person are not Restricted Securities,
and that the deposit of Shares or sale of Receipts by that person is not
restricted, under the Securities Act of 1933. Such representations and
warranties shall survive the deposit of Shares and issuance or cancellation of
Receipts or adjustments in the Depositary's records in respect thereof.

     (7) Charges of Depositary. The Depositary shall charge any party to whom
Receipts are issued or who makes a deposit (including, without limitation,
deposit or issuance pursuant to a stock dividend or stock split declared by the
Company or an exchange of stock regarding the Receipts or Deposited Securities
or a distribution of Receipts pursuant to Section 4.03 or 4.09 of the Deposit
Agreement) or who makes a withdrawal or who surrenders Receipts a fee of $5.00
or less per 100 American Depositary Shares (or portion thereof) for the deposit,
withdrawal, issuance or surrender, respectively, of a Receipt. In addition, the
Depositary shall charge to the Holders a fee of $.02 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant to
the Deposit Agreement including, but not limited to Sections 4.02 through

                                      A-11
<PAGE>

4.05 thereof. The Depositary shall also charge the Holder hereof a fee of $1.50
or less per certificate for a Receipt or Receipts for transfers made pursuant to
the terms of the Deposit Agreement. In addition, Holders will pay taxes and
other governmental charges, registration fees, cable, telex and facsimile
transmission and delivery expenses, and customary and other expenses as are
incurred by the Depositary in connection with its obligations and duties under
the Deposit Agreement as stated in the Deposit Agreement and Exhibit B thereof.
Any other charges and expenses of the Depositary under the Deposit Agreement
will be paid by the Company after consultation and agreement between the
Depositary and the Company concerning the nature and amount of such charges and
expenses. All fees and charges may at any time and from time to time be changed
by agreement between the Company and the Depositary.

     (8) Title to Receipts. Subject to the limitations set forth herein or in
the Deposit Agreement, it is a condition of this Receipt, and every successive
Holder hereof by accepting or holding the same consents and agrees, that when
properly endorsed or accompanied by proper instruments of transfer (including
signature guarantees in accordance with standard industry practice) title to
this Receipt (and to the American Depositary Shares evidenced hereby), is
transferable by delivery with the same effect as in the case of a negotiable
instrument under the law of the State of New York; provided that the Depositary
and

                                      A-12
<PAGE>

the Company, notwithstanding any notice to the contrary, may deem and treat the
person in whose name this Receipt is registered on the books maintained by the
Depositary as the absolute owner hereof for the purpose of determining the
person entitled to any distribution of dividends or other distributions, to any
notice provided for in the Deposit Agreement and for all other purposes, and
neither the Depositary nor the Company shall have any obligation or be subject
to any liability under the Deposit Agreement to any holder of a Receipt unless
such holder is the registered Holder hereof.

     (9) Validity of Receipt. This Receipt shall not be entitled to any benefits
under the Deposit Agreement or be valid or enforceable for any purpose unless
executed by the Depositary by the manual signature of a duly authorized officer
of the Depositary, or if a Registrar shall have been appointed such signature
may be a facsimile so long as this Receipt is counter- signed by the manual
signature of a duly authorized officer of the Registrar and dated by such
officer.

     (10) Disclosure of Beneficial Ownership. The Company and the Depositary may
from time to time request Holders, or former Holders, to provide information as
to the capacity in which they hold or held this Receipt and regarding the
identity of any other persons then or previously interested in this Receipt and
the nature of such interest and various other matters. Each Holder agrees to
provide any such information

                                      A-13
<PAGE>

reasonably requested by the Company or the Depositary pursuant to this paragraph
and such agreement shall survive any disposition of their interests in Shares or
Receipts.

     (11) Ownership Restrictions. The Company may restrict transfers of the
Shares where such transfer might result in ownership of Shares exceeding the
limits under applicable law or the Company's Estatutos Sociales. The Company may
also restrict, in such manner as it deems appropriate in its sole discretion,
transfers of the American Depositary Shares where such transfer may result in
the total number of Shares represented by the American Depositary Shares
beneficially owned by a single Holder to exceed the limits under any applicable
law or the Company's Estatutos Sociales. The Company may, in such manner as it
deems appropriate in its sole discretion, instruct the Depositary to take action
with respect to the ownership interest of any Holder in excess of the limitation
set forth in the preceding sentence, including but not limited to a mandatory
sale or disposition on behalf of a Holder of the Shares represented by the
American Depositary Shares held by such Holder in excess of such limitations, if
and to the extent such disposition is permitted by applicable law.

     (12) Available Information. The Company currently furnishes the Securities
and Exchange Commission with certain public reports and documents required by
the laws of Mexico, the Rules of any stock exchange on which any securities of
the

                                      A-14
<PAGE>

Company are listed, or otherwise, in accordance with Rule 12g3-2(b) of the
Securities Exchange Act of 1934. Such reports and information will be available
for inspection and copying by Holders at the public reference facilities
maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549.

                                      A-15

Dated:              , 2004
        --------- --

Countersigned                             CITIBANK, N.A., as Depositary

By:                                       By:
   ----------------------------------        ----------------------------------
   Authorized Signatory                      Vice President

     The address of the Principal Office of the Depositary is 111 Wall Street,
5th Floor, New York, New York 10043.

                                      A-16
<PAGE>

                          (FORM OF REVERSE OF RECEIPT)
                    SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
                            OF THE DEPOSIT AGREEMENT

     (13) Distributions Upon Deposited Securities. Whenever the Depositary or
the Custodian shall receive any cash dividend or other cash distribution by the
Company on any Deposited Securities, the Depositary shall, subject to the
Deposit Agreement, convert or cause such dividend or distribution to be
converted into dollars and shall promptly distribute such amount to the Holders
entitled thereto in proportion to the number of American Depositary Shares
representing such Deposited Securities held by them respectively, after
deduction or upon payment of the fees and expenses of the Depositary set forth
in the Deposit Agreement; provided, that in the event that the Company, the
Custodian or the Depositary shall be required to withhold and does withhold,
subject to Section 4.11 of the Deposit Agreement, from any cash dividend or
other cash distribution in respect of any Deposited Securities an amount on
account of taxes or other governmental charges, the amount distributed to the
Holder shall be reduced accordingly. Cash distributions and cash proceeds from
sales of non-cash distributions in foreign currency will be converted by sale or
such other manner as the Depositary may determine into dollars (net of the
Depositary's charges and expenses in effecting such conversion) before
distribution to Holders. If in the judgment of the

                                      A-17
<PAGE>

Depositary amounts received in foreign currency may not be converted on a
reasonable basis into dollars distributable to the Holders entitled thereto, or
if any approval or license of any governmental authority or agency thereof which
is required for such conversion is denied or in the opinion of the Depositary is
not reasonably obtainable, or if any such approval or license is not obtained
within a reasonable period as determined by the Depositary, the Depositary may
distribute the foreign currency (or an appropriate document evidencing the right
to receive such foreign currency) received by the Depositary to, or in its
discretion may hold such foreign currency for the respective accounts of, the
Holders entitled to receive the same. If any such conversion of foreign
currency, in whole or in part, cannot be effected for distribution to some
Holders entitled thereto, the Depositary may in its discretion make such
conversion and distribution in dollars to the extent permissible to the Holders
for whom such conversion and distribution is practicable and may distribute the
balance of the foreign currency received by the Depositary to, or hold such
balance for the account of, the Holders for whom such conversion and
distribution is not practicable. If any distribution upon any Deposited
Securities consists of a dividend in, or free distribution of, Shares, the
Depositary may, after consultation with the Company, and will, if the Company
shall so request (i) instruct the Company to deposit or cause such Shares to be
deposited with Indeval and registered

                                      A-18
<PAGE>

in the name of the Custodian and (ii) subject to the Deposit Agreement,
distribute to the Holders of outstanding Receipts entitled thereto, in
proportion to the number of American Depositary Shares representing such
Deposited Securities held by them respectively, additional Receipts for an
aggregate number of American Depositary Shares representing the number of Shares
received as such dividend or free distribution, after deduction or upon payment
of the fees and expenses of the Depositary; provided, however, that if for any
reason (including any requirement that the Company or the Depositary withhold an
amount on account of taxes or other governmental charges or that such Shares
must be registered under the Securities Act of 1933 in order to be distributed
to Holders) the Depositary deems such distribution not to be feasible, the
Depositary may (after consultation with the Company) adopt such method, as it
may deem equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the Shares thus
received, or any part thereof, and the net proceeds of any such sale shall be
distributed by the Depositary to the Holders entitled thereto as in the case of
a distribution received in cash. In lieu of issuing Receipts for fractional
American Depositary Shares in any such case, the Depositary will sell the number
of Shares represented by the aggregate of such fractions and distribute the net
proceeds to the Holders entitled thereto as in the case of a distribution
received in cash. If

                                      A-19
<PAGE>

additional Receipts are not so distributed (except when the
Depositary distributed net proceeds in accordance with the preceding sentence),
each American Depositary Share shall thenceforth also represent its
proportionate interest in the additional Shares so distributed upon such
Deposited Securities.

     If the Company shall offer or cause to be offered to the holders of any
Deposited Securities any rights to subscribe for additional Shares or any rights
of any other nature, the Depositary, after consultation with the Company, will
have discretion as to the procedure to be followed in making such rights
available to the Holders entitled thereto, subject to the Deposit Agreement, or
in disposing of such rights on behalf of such Holders and making the net
proceeds available in dollars, or if by the terms of such rights offering or by
reason of applicable law, the Depositary can neither make such rights available
to such Holders nor dispose of such rights and make the net proceeds available
to such Holders, then the Depositary shall allow the rights to lapse; provided,
however, that the Depositary will, if requested by the Company, (x) make such
rights available to Holders by means of warrants or otherwise, if lawful and
feasible, (y) if making such rights available to all or certain Holders is not
lawful or not feasible, or if the rights represented by such warrants or such
other instruments are not exercised and appear to be about to lapse, use its
reasonable efforts to sell such rights or warrants or other instruments, at

                                      A-20
<PAGE>

public or private sale, at such place or places and upon such terms as the
Depositary may deem reasonable and proper, and after deduction or upon payment
of the fees and expenses of Depositary, allocate the net proceeds of such sales
for the account of the Holders otherwise entitled thereto upon an averaged or
other practicable basis without regard to any distinctions among such Holders
because of exchange restrictions or the date of delivery of any Receipt or
Receipts or otherwise. If a Holder requests the distribution of warrants or
other instruments in order to exercise the rights allocable to the American
Depositary Shares of such Holder, upon written notice from the Company to the
Depositary to such effect and upon compliance with all the conditions and
requirements of the Deposit Agreement and Section 4.04 thereof the Depositary
will make such rights or warrants available to such Holder.

     If registration under the Securities Act of 1933 or any other applicable
law of the rights or the securities to which any rights relate is required in
order for the Company to offer such rights to Holders and to sell the securities
represented by such rights, the Depositary will not offer such rights to Holders
unless and until a registration statement is in effect, or unless the offering
and sale of such rights or securities to such Holders are exempt from
registration under the provisions of the Securities Act of 1933.

                                      A-21
<PAGE>

     If an exemption from such registration requirements is not available and a
registration statement is not filed, Holders would not be permitted to purchase
such securities or otherwise exercise such rights and the Depositary would, to
the extent possible, dispose of such rights for the account of such Holders as
provided herein. Such a disposal of rights may reduce the proportionate equity
interest in the Company of the Holders.

     Because Mexican law presently does not contemplate the issuance of
preemptive rights in negotiable form and therefore the possibility of such
issuance is unlikely, a liquid market for preemptive rights may not exist, and
this may adversely affect (i) the amount the Depositary would realize upon
disposal of rights and (ii) the ability of the Depositary to dispose such
rights.

     The Depositary will distribute to Holders any distribution on Deposited
Securities other than cash, Shares or rights upon any Deposited Securities,
after deduction or upon payment of the fees and expenses of Depositary, in any
manner that the Depositary deems equitable and practicable; provided, however,
that if in the opinion of the Depositary any distribution other than cash,
Shares or rights upon any Deposited Securities cannot be made proportionately
among the Holders entitled thereto, or if for any other reason the Depositary
deems such distribution not to be feasible, the Depositary may adopt such
method, if any be available, as it may deem equitable and practicable (after

                                      A-22
<PAGE>

consultation with the Company) for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, and the net proceeds of any such sale will
be distributed by the Depositary to the Holders entitled thereto as in the case
of a distribution received in cash, provided that any unsold balance of such
securities or property shall be distributed by the Depositary to the Holders
entitled thereto, if such distribution is feasible without withholding for or on
account of any taxes or other governmental charges and without registration
under the Securities Act of 1933, in accordance with such equitable and
practicable method as the Depositary may have adopted.

     (14) Record Dates. Whenever any cash dividend or other cash distribution
shall become payable or any distribution other than cash shall be made, or
whenever rights shall be issued, with respect to the Deposited Securities, or
whenever, for any reason, the Depositary causes a change in the number of Shares
that are represented by each American Depositary Share, or whenever the
Depositary shall receive notice of any meeting of holders of Shares or other
Deposited Securities, the Depositary shall fix a record date (which shall be as
near as practicable to the corresponding record date for Shares or other
Deposited Securities set by the Company) for the determination of the Holders
who shall be entitled to receive such dividend, distribution or rights, or the
net proceeds of the sale thereof,

                                      A-23
<PAGE>

or to give instructions for the exercise of voting rights, if any, at any such
meeting. Subject to the terms and conditions of the Deposit Agreement, the
Holders on such record date shall be entitled to receive the amount
distributable by the Depositary with respect to such dividend or other
distribution or such rights or the net proceeds of sale thereof or to exercise
the rights of Holders with respect to such changed number of Shares represented
by each American Depositary Share in proportion to the number of American
Depositary Shares held by them respectively.

     (15) Voting of Deposited Securities. As soon as practicable after receipt
of notice pursuant to Section 5.08 of the Deposit Agreement of any meeting of
holders of Shares or other Deposited Securities, the Depositary shall fix a
record date for determining the Holders entitled to give instructions for the
exercise of voting rights, if any, as provided in paragraph (15) and shall mail
to the Holders of record a notice which shall contain: (a) such information as
is contained in such notice of meeting and (b) a statement that the Holders of
record at the close of business on a specified record date will be entitled,
subject to the terms of this paragraph, any applicable provisions of Mexican law
and of the Estatutos Sociales of the Company (which provisions, if any, shall be
summarized in pertinent part), to instruct the Depositary as to the exercise of
the voting rights, if any, pertaining to the number of Deposited

                                      A-24
<PAGE>

Securities represented by their respective American Depositary Shares evidenced
by this Receipt. Upon the written request of a Holder on such record date,
received on or before the date established by the Depositary for such purpose,
the Depositary shall endeavor insofar as is practicable to vote or cause to be
voted (or grant a discretionary proxy to a person designated by the Company to
vote) the number of Deposited Securities represented by such American Depositary
Shares evidenced by this Receipt in accordance with the instructions set forth
in such request.

     The Depositary agrees not to, and shall ensure that the Custodian and each
of their nominees does not, vote the Shares or other Deposited Securities
represented by the American Depositary Shares evidenced by a Receipt other than
in accordance with such instructions from the Holder or as provided below.

     The Depositary may not itself exercise any voting discretion over any
Shares. If the Depositary does not receive instructions from a Holder on or
before the date established by the Depositary for such purpose, such Holder
shall be deemed, and the Depositary shall deem such Holder, to have instructed
the Depositary to give a discretionary proxy to a person designated by the
Company to vote the underlying Shares, provided that no such discretionary proxy
shall be given with respect to any matter as to which the Company informs the
Depositary that (i) the Company does not wish such proxy to be given, (ii)

                                      A-25
<PAGE>

substantial opposition exists or (iii) the rights of holders of Shares will be
materially and adversely affected.

     (16) Chances Affecting Deposited Securities. Upon any change in par value,
split-up, consolidation or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation or sale of
assets affecting the Company or to which it is a party, any securities that
shall be received by the Depositary or the Custodian in exchange for, or in
conversion, replacement or otherwise in respect of, Deposited Securities shall
be treated as Deposited Securities under the Deposit Agreement, and the
Depositary may with the Company's approval, and will if the Company shall so
request, subject to Section 5.09 and the other terms of the Deposit Agreement,
execute and deliver an additional Receipt or Receipts, as in the case of a
dividend of Shares, or call for the surrender of outstanding Receipts to be
exchanged for new Receipts, and to the extent that such additional or new
Receipts are not delivered this Receipt shall thenceforth evidence American
Depositary Shares representing the right to receive the Deposited Securities
including the securities so received. Immediately upon the occurrence of any
such change, conversion or exchange referred to in this paragraph in respect of
Deposited Securities, the Depositary shall give written notice thereof to
Holders, at the Company's expense. Notwithstanding the foregoing, in the event
that any security so received may not

                                      A-26
<PAGE>

be lawfully distributed to some or all Holders, the Depositary may sell such
securities at public or private sale, at such place or places and upon such
terms as it may deem proper, and may allocate the net proceeds of such sales for
the account of the Holders otherwise entitled to such securities upon an
averaged or other practicable basis without regard to any distinctions among
such Holders and distribute the net proceeds so allocated to the extent
practicable as in the case of a distribution received in cash.

     (17) Reports; Inspection of Register. The Depositary will make available
for inspection by Holders at its Principal Office and at the office of each
Custodian copies of the Deposit Agreement, any notices, reports or
communications, including any proxy soliciting materials, received from the
Company which are both (a) received by the Depositary or the Custodian or the
nominee of either, as the holder of the Deposited Securities, and (b) made
generally available to the holders of such Deposited Securities by the Company.
The Depositary shall also send to Holders copies of such notices, reports and
communications when furnished by the Company to the Depositary pursuant to the
Deposit Agreement.

     (18) Withholding. In connection with any distribution to Holders, the
Company or its agent or the Depositary or its agent, as appropriate, will remit
to the appropriate governmental authority or agency all amounts (if any)
required to be withheld

                                      A-27
<PAGE>

by the Company or Depositary and owing to such authority or agency. The
Depositary will forward to the Company or its agent such information from its
records as the Company may reasonably request to enable the Company or its agent
to file necessary reports with governmental authorities or agencies. If the
Depositary determines that any distribution in cash or property (including
Shares or rights to subscribe therefor) is subject to any tax or governmental
charges which the Depositary is obligated to withhold, the Depositary may use
such cash, or dispose, including by public or private sale, of all or a portion
of such property (including Shares and rights to subscribe therefor) in such
amounts and in such manner as the Depositary deems necessary and practicable to
pay such taxes or governmental charges and the Depositary shall distribute the
net proceeds of any such sale or the balance of any such cash or property after
deduction of such taxes or governmental charges to the Holders entitled thereto.

     (19) Liability of the Company and the Depositary. Neither the Depositary,
its agents nor the Company nor its agents, if any, will incur any liability to
any Holder or other person if, by reason of any present or future law, order of
any government or agency thereof or any court, decree, regulation or fiat of
Mexico, the United States or any other country, the Estatutos Sociales of the
Company, the provisions of or governing any Deposited Security, act of God, war
or other circumstance beyond its control, the Depositary, its agents or the
Company or

                                      A-28
<PAGE>

its agents shall be prevented, delayed or forbidden from doing or performing any
act or thing which by the terms of the Deposit Agreement it is provided shall be
done or performed. Each of the Company, its agents, the Depositary and its
agents assumes no obligation and shall be subject to no liability under the
Deposit Agreement or this Receipt to Holders or other persons, except to perform
such obligations as are specifically set forth and undertaken by it to perform
in the Deposit Agreement in good faith and using its best judgment. The
Depositary and the Company undertake to perform such duties and only such duties
as are specifically set forth in the Deposit Agreement, and no implied covenants
or obligations will be read into the Deposit Agreement against the Depositary or
the Company or their respective agents. Neither the Depositary, its agents nor
the Company or its agents will be (a) under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or this Receipt that in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it in its sole discretion
against all expense and liability shall be furnished as often as may be required
or (b) liable for any action or inaction by it or them in reliance upon the
advice of or information from legal counsel, accountants, any person presenting
Shares for deposit, any Holder or any other person believed by it or them in
good faith to be competent to give such advice or information. The Depositary,
its agents and

                                      A-29
<PAGE>

the Company and its agents may rely and shall be protected in acting upon any
written notice, request, direction or other document believed by them in good
faith to be genuine and to have been signed or presented by the proper party or
parties. Subject to the provisions of this article (19), the Depositary will not
be responsible for the manner in which any vote is cast or for the effect of any
such vote. The Depositary may own and deal in any class of securities of the
Company and its affiliates and in Receipts.

     (20) Resignation and Removal of the Depositary: the Custodian. The
Depositary may at any time resign as Depositary under the Deposit Agreement by
90 days' written notice of its resignation delivered to the Company or be
removed by the Company by 90 days' written notice of such removal delivered to
the Depositary, such resignation or removal to take effect upon the appointment
of and acceptance by a successor depositary as provided in the Deposit
Agreement. The Depositary may at any time appoint substitute or additional
Custodians and the term "Custodian" refers to each Custodian or all Custodians
as the context requires.

     (21) Amendment of Deposit Agreement and Receipts. This Receipt and the
Deposit Agreement may be amended by agreement between the Company and the
Depositary. Any amendment which shall impose or increase any fees or charges
(other than the fees of the Depositary for the issuance and delivery of Receipts
or

                                      A-30
<PAGE>

the making of deposits, if any, and other taxes and charges listed in article
(7)) or which shall otherwise prejudice any substantial existing right of
Holders, shall not, however, become effective as to outstanding Receipts until
the expiration of 90 days after notice of such amendment shall have been given
to the Holders. The Holder hereof at the expiration of 90 days after such notice
shall be deemed by continuing to hold such Receipt to consent and agree to such
amendment and to be bound by the Deposit Agreement or the Receipt as amended
thereby. In no event shall any amendment impair the right of the Holder hereof
to surrender this Receipt and receive therefor the Deposited Securities
represented hereby, except in order to comply with mandatory provisions of
applicable law.

     (22) Termination of Deposit Agreement. The Depositary will at any time at
the direction of the Company terminate the Deposit Agreement by mailing notice
of such termination to the Holders at least 60 days prior to the date fixed in
such notice for such termination. The Depositary may likewise terminate the
Deposit Agreement at any time after the expiration of 90 days after the
Depositary shall have delivered to the Company a written notice of its election
to resign, provided that no successor depositary shall have been appointed and
accepted its appointment within such 90 days period. After the date so fixed for
termination, the Depositary will perform no further acts under the Deposit
Agreement, except to continue to collect divi-

                                      A-31
<PAGE>

dends and other distributions pertaining to Deposited Securities, sell property
and rights and convert Deposited Securities into cash as provided in the Deposit
Agreement, and continue to deliver Deposited Securities, together with any
dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property (in all such cases, without
liability for interest), in exchange for Receipts surrendered to the Depositary.
At any time after the expiration of six months from the date of termination, the
Depositary may sell the Deposited Securities then held hereunder and may
thereafter hold the net proceeds of any such sale, together with any other cash
then held by it hereunder, in an unsegregated escrow account and without
liability for interest, for the pro rata benefit of the Holders which have not
theretofore been surrendered. Thereafter the Depositary will be discharged from
all obligations under the Deposit Agreement, except to account for such net
proceeds and other cash.

     (23) Compliance With U.S. Securities Laws. Notwithstanding any provisions
in this Receipt or the Deposit Agreement to the contrary, the Company and the
Depositary have each agreed that it will not exercise any rights it has under
the Deposit Agreement or the Receipt to prevent the withdrawal or delivery of
Deposited Securities in a manner which violate the United States securities
laws, including, but not limited to Section I A(1) of the General Instructions
to Form F-6 Registration Statement, as amended from time to time, under the
Securities Act of 1933.

                                      A-32
<PAGE>

                                   EXHIBIT B

                            CHARGES OF THE DEPOSITARY

     Service                   Rate                     By Whom Paid
     -------                   ----                     ------------

(1)  Issuance of Receipt;      Up to $5.00 per          Party for whom
     deposit of Shares         100 American             deposits are
     (including deposits       Depositary Shares        made or receiving
     pursuant to Stock         (or fraction             Receipt
     dividends or any          thereof)/
     other deposits)

(2)  Delivery of               Up to $5.00 per          Party surrendering
     deposited Shares or       100 American             Receipts or making
     other Deposited           Depositary Shares        withdrawal
     Securities, property      (or fraction
     and cash against          thereof)
     surrender of
     Receipts.

(3)  Distribution of           Up to $0.02 per          Party to whom
     dividends or other        American Depositary      distribution, or
     distributions; sale       Share                    for whom the sale
     or exercise of                                     or exercise of
     rights or other                                    rights, is made
     corporate action
     involving distribu-
     tions to
     shareholders

(4)  Transfer of Receipt       Up to $1.50              Party presenting
                                                        Receipt for
                                                        transfer

     In addition, Holders will pay (i) taxes and other governmental charges
relating to this Deposit Agreement (other than taxes in respect of the income of
the Company or the Depositary), (ii) such registration fees as may from time to
time be in effect for the registration of transfers of Shares generally on the
share register of the Company or its appointed agent for the registration of
transfer and accordingly applicable

                                      B-1
<PAGE>

to transfers of Shares to the name of the Depositary or its Nominee or a
Custodian or its nominee or the person making a withdrawal, on the making of
deposits pursuant to Section 2.02 or withdrawals pursuant to Section 2.05, (iii)
such cable, telex and facsimile transmission and delivery expenses as are
expressly provided in this Deposit Agreement to be at the expense of persons
depositing Shares or Holders, (iv) such customary expenses and charges as are
incurred by the Depositary in the conversion of foreign currency pursuant to
Section 4.06.

     The Company after consultation and agreement between the Depositary and the
Company as to the amount and nature of any other charges, will pay those other
charges of the Depositary and those of any Registrar, if any, plus reasonable
out-of-pocket expenses in accordance with written agreements entered into
between the Depositary and the Company from time to time.