Exhibit
1.1







ENGLISH
TRANSLATION OF THE BY-LAWS OF:




GRUPO CASA SABA, S.A.B. DE C.V.











NAME





FIRST. The name of
the Company shall be “Grupo Casa Saba” which shall always be followed by the
words “Sociedad Anónima Bursátil de Capital Variable”, or the abbreviation
“S.A.B. de C.V.”





DOMICILE





SECOND. The
domicile of the Company shall be Mexico City, Federal District. The Company
shall be permitted to establish branches or agencies, or offices in any place of
the Mexican Republic or abroad, or agree to contractual addresses, without such
agrrement being construed as a change of its corporate domicile.





TERM





THIRD. The term of
the Company shall be indefinite.








CORPORATE
PURPOSE





FOURTH.- The
company’s purpose is to:




1.
            Promote,
      incorporate, organize, exploit and participate in the capital stock and
      assets of all type of commercial or civil companies, associations or
      industrial, commercial, service or other concerns, both domestic and
      foreign, and participate in the management or liquidation
      thereof.




2.
            Manufacture,
      produce, purchase, sell, process, distribute, export and import all types
      of products permitted by law and, generally, all types of domestic or
      foreign goods or merchandise, whether in the form of raw materials,
      semi-finished or finished products and whether pre-assembled or
      unassembled, and to trade them in any manner whatsoever either for its
      account or the account of others.




3.
            Acquire,
      transfer and, generally, negotiate with all types of shares of stock,
      partnership interests and
securities.




4.
            Provide,
      contract and receive all types of technical, consulting and advisory
      services, and enter into contracts or agreements in connection
      therewith.




5.
            Enter into
      all types of agreements with the Federal Government or any local
      governments or public or private entities, individuals or corporations,
      whether domestic or foreign.




1




6.
            Issue,
      subscribe, accept, endorse and guarantee credit instruments, securities
      and other instruments permitted  by
  law.




7.
            Acquire,
      transfer, lease, sublease and permit the use, enjoyment, disposition or,
      generally, exploitation of all types of personal and real property,
      including their parts or appurtenances or the rights in rem over
      them.




8.
            Provide or
      receive all types of technical and professional assistance and
      services.




9.
            Obtain and
      grant all types of loans, providing and receiving specific guaranties
      thereof; issue debentures and notes; accept, draw, endorse or guarantee
      all types of credit instruments and other documents evidencing credit
      rights, and grant all types of bonds or guaranties with regard to the
      obligations assumed or the instruments issued or accepted by third
      parties.




10.
            Register,
      purchase, lease, assign, renew, evidence the use and dispose of
      trademarks, patents, certificates of invention, trade names, industrial
      designs, commercial advertisements, model registrations, copyrights,
      inventions and processes and all other industrial and intellectual
      property rights.




11.
            Establish,
      lease, operate and hold plants, factories, workshops, warehouses,
      facilities, offices and agencies in Mexico or
  abroad.




12.
            Act as
      commission agent and mediator, and agree to serve as representative of all
      types of business concerns.




13.
            Generally, to
      carry out all types of commercial transactions and enter into all types of
      contracts, agreements and transactions of any nature whatsoever, in
      accordance with the law and its
by-laws.




NATIONALITY





FIFTH. The Company
is of Mexican nationality. Any foreign national that may now or hereafter
acquire any interest or share in the Company’s equity, formally agrees with the
Ministry of Foreign Affairs to be treated as a Mexican national in respect of
such share and of the properties, rights, concessions, participations or
interests held by the company or of the rights and obligations arising from any
agreements to which the Company may be a party with Mexican authorities, and
therefore not to invoke the protection of his government under the penalty, in
case of violation of such agreement, to forfeit in favor of the Mexican
government any shares acquired thereby.





CAPITAL
STOCK AND SHARES





SIXTH.- The capital
stock is variable and shall have no limited. The minimum fixed capital not
subject to withdrawal is the amount of $167,730,000.00 (ONE HUNDRED SIXTY SEVEN
MILLION SEVEN HUNDRED THIRTY THOUSAND PESOS 00/100 MEXICAN CURRENCY).The minimum
fixed capital not subject to withdrawal shall be represented by 265,149,080 shares
of common stock with no par value, issued in registered form, of the Company’s
“Sole Series”.


2





The participation
of foreign equity in the company shall in all cases be subject to the provisions
of the applicable laws.








ISSUANCE
OF SHARES FOR PUBLIC OFFERING




SEVENTH. The
Company may issue non-subscribed shares of any class or series of its capital
stock, which shall be maintained in the Company’s treasury for their delivery
upon their subscription pursuant Article 53 of the Securities Market
Law.





The right of first
refusal referred to in Article 132 of the General Law of Mercantile Companies
shall be required to be expressly waived during the extraordinary shareholders’
meeting held to approve the issuance of the non-subscribed shares.





Subject to the
prior express authorization of the National Banking and Securities Commission
and other applicable disposals, the Company may issue shares without voting
rights, or any other corporative limitation, and shares with restricted voting
rights pursuant Articles 112 and 113 of the General Law of Mercantile
Companies.




The shares without
voting rights shall not be taken into account for the quorum of the shareholders
meetings, meanwhile the limited voting shares or registered shall only be taken
into account for the meetings that the shareholders of such shares will be
called for the purpose to exercise its voting rights.





At the moment
of issuance of the shares, without voting rights whether limited or
registered, the shareholders meeting shall determine the rights of such shares.
The shares issued according this paragraph, shall be part of a different series
of the rest of shares representative of the capital stock of the
Company.








RIGHTS
OF SHAREHOLDERS




EIGHTH.- Within
their respective classes and series, all shares entitle their holders to the
same rights and impose on them the same obligations. Each voting share entitles
its holder to cast one vote at any shareholders’ meeting.  The limited
voting shares shall entitle their holders the right of vote exclusively for the
issues and rights that shall entitle according to the bylaws.




The shareholders,
that single or jointly, entitle voting shares or whether limited or restricted
voting shares, that represent at least five percent (5%) of the capital stock
may directly exercise an action of civil responsibility against the members and
secretary of the Border of Directors of the Company, according to Article 38 of
the Securities Market Law.




3




The shareholders
with voting shares, whether limited or restricted, that single or jointly
represent at least ten percent (10%) of the capital stock
may:





a)
            Appoint in
      the general shareholders meeting one member of the Board of Directors or
      revoke such its appointment according to Article 50 of the Securities
      Market Law.




b)
            Request the
      President of the Border of Directors or the President of the Audit or
      Corporate Practice Committee to give the notice to celebrate a general
      shareholders meeting, without being applicable the percentage established
      in Article 184 of General Law of Mercantile
  Companies.




c)
            Request to
      postpone only once and by three natural days and without giving any
      notice, the voting of any issues that the shareholders considered
      they 0lack the necessary information, without being applicable the
      percentage established in Article 199 of General Law of Mercantile
      Companies.




The shareholder
with voting rights, whether limited or registered, that single or jointly
represent at least twenty percent (20%) of the capital stock, may judicially
oppose to the resolutions of the general meetings, in terms of which they have
voting rights, without being applicable the percentage established in the
Article 201 of General Law of Mercantile Companies.




REPURCHASE
OF SHARES





NINTH. The Company
may repurchase its own shares or any securities representing such shares,
without being subject to the prohibition contained in the first paragraph of
Article 134 of the General Law of Mercantile Companies.





The acquisition
must be carried out pursuant the Article 56 of the Securities Market Law and the
rest of the applicable provisions effective at the moment of the operation,
including those issued by the National Banking and Securities
Commission.





The Company may
repurchase its shares of stock through any stock exchange authorized in the
terms of the Securities Market Law in which such shares are traded, at the
prevailing market price thereof and pursuant the abovementioned Securities
Market Law. The repurchase by the Company of its own shares shall be subject to
the prior approval of the Board of Directors and shall be charged to the net
equity as long as such shares belong to the own issuer or, in its case, to the
capital stock in the event that it decides to convert them in treasury shares,
in the assumption, that no resolution of shareholders meeting will be
required.





The general
ordinary shareholders’ meeting shall determine, for each fiscal year, the amount
of the capital stock that may be allocated to the repurchase of the Company’s
shares or any securities representing such shares, pursuant to the Securities
Market Law. The Board of Directors shall appoint the person or persons
responsible for the repurchase and placement of the Company’s
shares.




4




As long as the
shares belong to the Company, such shares may not be represented or voted in any
kind of shareholders meeting, and may not exercise any corporate or economic
rights of any kind.


The company’s
shares that belong to the Company or, in its case, the treasury shares, may be
placed among the public, in the understanding, that the corresponding capital
stock increase shall not require, for its placement, a resolution of
shareholders meeting, or of the Board of Directors. The decrease and increase in
the capital stock as a result of the repurchase and placement of the company’s
shares shall not require of any resolution from the shareholders’ meeting or the
Board of Directors.




STOCK
REGISTRY





TENTH.The Company shall be
required to maintain a stock registry in the terms of Articles 128 and 129 of
the General Law of Mercantile Companies, and in its case in terms of the Article
290 of the Securities Market Law and any other applicable provisions. The
Registry Stock Book shall be kept by the Secretary of the Board of Directors, a
securities depository institution, a credit institution or by who is designated
by the Board of Directors.





In the event that
the representative share of the capital stock of the Company are listed in the
securities market, will be enough to indicate such circumstance and that the
institution for the deposit of securities, in which the shares or securities
representing such shares are deposited.  In such case, the Company
shall recognize as shareholders those who present the certificates issued
by the institution of the deposit of securities, pursuant Article 290 of
the Securities Market Law and other applicable provisions.





The Stock Registry
Book shall remain close from the date that the certificates are issued
pursuant Article 290 of the Securities Market Law, until the next business day
following relevant shareholders meeting.





The Company shall
only recognize as legitimate owners of its shares, those persons registered in
the stock registry.








PROHIBITION
OF ACQUISITION OF SHARES BY


SUBSIDIARIES





ELEVENTH.- The
subsidiaries of the Company may not, directly or indirectly, participate in the
capital stock of the Company or any other company to which the Company is a
majority shareholders of the Company or shareholders in any percentage, except
that subsidiaries may acquire shares of stock of the Company for distribution to
their or the Company’s officers or employees pursuant to a stock option purchase
plan.








CAPITAL
INCREASES





TWELFTH.- Except
for any capital increase derived from the placement of repurchased shares as
described in Clause Ninth above, the increase of the capital stock shall require
a resolution of the ordinary or extraordinary shareholders’ meeting, as the case
may be, in accordance to the General Law of Mercantile Companies subject to the
rules set forth in the foregoing Clause.




5





The increase of the
minimum fixed portion shall require a resolution of the general extraordinary
shareholders’ meeting and the corresponding amendment of these
bylaws.




The increase of the
variable portion of the capital stock other than in connection with the
placement of any shares of the company acquired pursuant to Clause Ninth of this
bylaws, may be performed by means of a resolution of the general ordinary
shareholders’ meeting, subject only to the formality that the relevant minutes
shall be formalized by a notary public, provided that it shall not be necessary
to register the relevant deed before the Public Registry of
Commerce.




Upon the adoption
of the relevant resolution, the shareholders’ meeting that approved the increase
or any subsequent shareholders’ meeting, shall determine the terms and
conditions pursuant to which such increase shall be effected.




Any shares required
to be delivered upon their subscription pursuant to the resolution of the
shareholders’ meeting that approved the issuance of such shares, may be offered
by the Board of Directors or the General Director or the special representative
or representatives, in accordance with such authorities as shall have been
vested thereon by the shareholders’ meeting, for their subscription and payment,
subject in any event to the pre-emptive rights set forth in Clause Thirteenth of
this bylaws.




The increase of the
capital stock may be through the capitalization of net worth’s accounts in terms
of Article 116 of the General Law of Mercantile Companies, through cash payment
or payment in kind or through the capitalization of liabilities or any other
capitalization of net worth. In the event of any increase through the
capitalization of net worth, all of the outstanding shares shall be entitled to
receive a proportional amount of the shares issued in connection with such
increase.




Except for any
increase in the capital stock derived from the placement of any shares
repurchased by the Company pursuant to Clause Ninth of these bylaws, all
increases in the capital stock shall be recorded in a registry stock book
maintained to such effect by the Company or on behalf of the Company by the
persons referred to in Clause Tenth of these bylaws.




PREEMPTIVE
RIGHTS




THIRTEENTH.- In the
event of a capital increase through cash contributions, all the holders of
shares duly paid and outstanding of the Company shall have a preemptive right to
subscribe the shares issued or made outstanding in connection with such
increase, in proportion to the number of shares held thereby as of the date of
the relevant capital increase. Such right shall be exercised within the term
determined by the shareholder meeting that approved the increase, provided that
such term shall in no event be less than fifteen calendar days from the
publication of a notice to such effect in the official gazette of the Company’s
domicile or in one of the newspapers of greater circulation in such domicile. In
the event of any capital increase as a result of capitalization of any equity
accounts, all the shareholders shall have proportional rights and shall received
the shares that the general shareholders meeting determined.




6





The preemptive
right set forth in this Clause shall not be granted to the shareholders with
regard to any shares issued or maintained in the company’s treasury as a result
of (i) a merger of the Company, (ii) the conversion of any debentures, and (iii)
the placement of any shares repurchased pursuant Article 56 of the Securities
Market Law and Clause Ninth of these bylaws. In addition, in the event of a
public offering pursuant to 53 of the Securities Market Law and Clause Seventh
of these bylaws, all shareholders shall be required to expressly waive their
preemptive rights and, upon the presence of a quorum at the relevant
shareholders’ meeting, the resolutions shall be fully effective and shall be
applicable to any absentees.




If upon the
expiration of the term for the exercise of the pre-emptive rights granted to the
shareholders pursuant to this Clause there are any remaining non-subscribed
shares, such shares may be offered for their subscription and payment in the
conditions and within the terms determined by the shareholders’ meeting that
approved the capital increase or by the Board of Directors or the delegates
appointed by the shareholders’ meeting for such purpose, provided that the price
at which such shares are offered to third parties may not be less than the price
at which such shares were offered for their subscription and payment to the
Company’s shareholders.




CAPITAL
DECREASES





FOURTEENTH.Except for any decrease
of the capital stock referred to in this clause or from the repurchase of the
company’s shares pursuant to Article 56 of the Securities Market Law and Clause
Ninth of these by-laws, the capital stock may be decreased by resolution of the
ordinary or extraordinary shareholders’ meeting, as the case may
be.





Any decrease in the
minimum fixed portion not subject to withdrawal of the capital stock shall
require a resolution of the general extraordinary shareholders’ meeting,
together with the amendment of these bylaws, and shall be subject to the
provisions of Article 9 of the General Law of Mercantile Companies.





Except for any
decrease in the variable portion of the capital stock resulting from the
repurchase of the company’s shares pursuant to Article 56 of the Securities
Market Law and Clause Nine of these bylaws, the variable portion of the capital
stock shall require a resolution of the ordinary shareholders’ meeting, subject
only to the formality that relevant minutes be formalized by a notary public,
provided that it shall not be necessary to register the relevant deed before the
Public Registry of Commerce.





The capital stock
may be decreased to absorb losses, effect reimbursements to the shareholders,
release the shareholders from their payment obligations in respect of the unpaid
portion of the subscription price of any shares or the repurchase of the
company’s shares pursuant to Article 56 of the Securities Market Law and Clause
Nine of these bylaws.





Any decrease of the
capital stock to absorb losses shall be allocated proportionately between the
minimum fixed portion and the variable portion of the capital stock, without the
need to cancel any shares given the no-par value nature thereof.




7





In the event of a
decrease of the capital stock to effect a reimbursement to the shareholders,
such reimbursement shall be carried out on a pro-rata basis, provided
that


the reimbursement
price shall not be less than the book value of the shares as reflected in the
most recent income statement approved by the general ordinary shareholders’
meeting.





In other cases of
capital stock reduction, the reduction of shares will be made according to the
established in the corresponding shareholders’ meeting, by drawing before Public
Notary, or by amortization of the shares of each shareholder, in a manner that
the shareholders represent, after the capital stock reduction, the same
percentages of shares, and if this were not possible, the percentage of shares
that is most similar to the one they had before the reduction. Once made the
designation of shares that are to be amortized, a notice will be published in
the official gazette of the company’s domicile or in one of the newspapers with
greater circulation in such domicile, indicating the system followed in the
amortization of the shares, the number of amortized shares as well as the title
numbers, that as a consequence will be cancelled or in its case, exchanged and
the institution where the refund is deposited, which will not accrue interest
from the date of its publication and will be under the disposition of the
respective shareholders. If determined by the shareholders’ meeting, the shares
of the variable portion will be amortized first, and if not sufficient to absorb
the whole reduction, then the reduction will continue with the fixed part, in
the proportion that is needed to complete the reduction, without passing the
minimum established by law. The reduction of the Capital Stock made by any cause
will be made proportionately.





According with the
established in the Securities Market Law, the shareholders of shares
representative of the variable portion of the capital stock of the Society, or
titles that represent them, will not have the right to retire, referred to, in
article 220 of the General Law of Commercial Companies.





Except for any
decrease in the capital stock as a result of the repurchase of the company’s
shares performed pursuant to the provisions contained in Article 56 of the
Securities Market Law and Clause Nine of these by-laws, all decreases in the
capital stock shall be recorded in a registry maintained to such effect by the
Company or on behalf of the Company by the people referred to in Clause Ten of
these bylaws.





REDEMPTION
OF SHARES WITH RETAINED EARNINGS





FIFTEENTH.- The
general extraordinary shareholders’ meeting may approve the redemption of shares
with retained earnings without a decrease in the capital stock, subject to the
provisions of Article 136 of the General Law of Mercantile Companies, provided
that if such shares are traded in a stock exchange such redemption shall be
carried out through the repurchase of shares in the relevant stock exchange at
such price and in such other terms and conditions as the relevant shareholders’
meeting may determine, provided also that such shareholders’ meeting may
delegate to the Board of Directors or to special delegates the authority to make
such determination.




The redemption
shall be proportional among the shareholders, in order that after carried out
the shareholders maintain the percentage of the capital stock that they had
before the redemption.  In case this cannot be done, the percentage of the
shares shall be similar to the one that they had before.




8





The shares so
redeemed shall be cancelled and the corresponding stock certificates shall be
cancelled.




CANCELLATION
OF THE REGISTRATION BEFORE THE NATIONAL SECURITIES REGISTRY





SIXTEENTH.- For the
cancellation of the registration of the Company’s shares in the Section of the
National Securities Registry may be resolved in an extraordinary shareholders’
meeting by the affirmative vote of ninety-five percent (95%) of the shareholders
with voting or limited rights of the capital stock. Also the cancellation may be
requested as a consequence of a resolution of the National Banking and
Securities Commission in terms of Article 108 of the Securities Market Law. The
cancellation shall be subject to the provisions of the Securities Market
Law.





Any amendment
of this Clause shall be resolved in an extraordinary meeting by the
affirmative vote of ninety five percent (95%) of the capital
stock.








STOCK
CERTIFICATES




SEVENTEENTH.- The
definitive or provisional certificates representing the shares of stock shall be
issued in registered form, may represent one or more shares, shall satisfy the
requirements set forth in Article 111, 125 and all the relatives of the General
Law of Mercantile Companies, shall include a transcription of Clause Fifth of
these bylaws and shall be signed by two members of the Board of
Directors.




The signatures of
such members of the Board of Directors may be imprinted manually or by
facsimile, subject to the requirement, in the latter event, that the original of
such signatures is deposited with the Public Registry of Commerce of the
Company’s domicile. The definitive stock certificates may include such
registered, numbered coupons as the Board of Directors may
determine.







SHAREHOLDERS’
MEETINGS




EIGHTEENTH.- The
general shareholders’ meeting is the highest authority of the Company.
Shareholders’ meetings may be ordinary and extraordinary.




Extraordinary
meetings are those held to discuss any of the matters set forth in Article 182
of the General Law of Mercantile Companies, such as any other held to discuss
any of the following matters:




1.
            Capital
      increase in terms of Article 53 of the Securities Market
    Law;




2.
            Spin-off the
      Company;




3.
            The
      cancellation of the registration of shares of the capital stock as
      part of a redemption the shares with retained earnings (with the
      special quorum referred in these
bylaws);




9





4.
            Redemption of
      part of the representative shares of the capital stock of the Company with
      retained earnings and issued of participating shares or limited voting
      shares, or preferred shares or any other shares different to the ordinary
      shares.




All others shall be
ordinary shareholders’ meetings.




Pursuant with
Article 178 of the General Law of Mercantile Companies, the resolutions taken
out of meeting (ordinary or extraordinary) by the unanimous vote of the
shareholders that represent the entirety of the outstanding shares and with
voting right regarding the specific matter, shall have the same validity for all
legal effects as if they had been taken in a general shareholders meeting duly
called, as long as such resolutions are confirmed in writing by each
shareholder.




NOTICES





NINETEENTH.
The notice of a shareholders’ meeting shall be given by the Board of Directors
by its President, Secretary or Alternate Secretary or by the Audit Committee or
the Corporate Practices Committee, by means of their respective Chairman.
Any shareholder(s) with voting rights, whether limited or restricted,
individually or jointly, representing at least 10% of the capital stock shall
have the right at any time to request in writing to call upon a general
shareholder meeting pursuant to Article 50 of the Securities Market
Law.





Any holder of one
share of common stock shall have the same right in any of the events set forth
in Article 185 of the General Law of Mercantile Companies. If the relevant
notice is not given within fifteen natural days following the date of the
request, such notice shall be given upon the request of any interested party by
a Civil or District Judge  having jurisdiction over the company’s
domicile, provided that such interested party shall be required to submit
his/her shares for such purpose.





The notice of a
meeting has to contain at least, the date, time and place of the meeting, as
well as the clear and specific Agenda. The notice may be signed by the Chairman,
the Secretary or the Alternate Secretary of the Board of Directors, or by the
Chairman of theAudit Committee or the
Chairman of the Corporate Practices Committee, or in their absence, by a
competent judge pursuant Article 185 of the Law of Mercantile
Companies.





All notices for
general ordinary shareholders’ meetings shall be published in the official
gazette of the company’s domicile or in one of the newspapers with greater
circulation in such domicile, at least fifteen natural days prior to the date of
the meeting; all notices of general extraordinary shareholders’ meetings shall
be published in any such newspapers at least eight days prior to the date of the
meeting. All notices shall include, in the understood that if given by the Board
of Directors the signature of the Secretary or Alternate Secretary shall
suffice.





The information and
documents related with each of the matters established in the agenda shall be
available for the shareholders, in immediate and gratuitous form, since the
moment in which the call for the shareholders meeting is published.




10





REGISTRATION
AND ATTENDANCE CARDS FOR SHAREHOLDERS’ MEETINGS





TWENTIETH.
The shareholders will be accepted into the shareholders’ meeting, if they appear
as owners of one or more shares in the Company Shareholder’s Registry Book, and;
also, the persons who present the constancies issued by the institution acting
as securities depository institution, in terms of article 290 of the Securities
Market Law, confirmed in the depositor’s list, issued by the same
institution.




The
Shareholder’s Registry Book will remain closed as of the date on which the
constancies are issued, according with Article 290 of the Securities Market Law,
until the next working day on which the assembly is carried out.





In order to attend
a shareholders’ meeting, the shareholders shall be required to submit a
registration card, which shall only be issued upon request made by any person
registered as a holder of shares not later than 48 hours prior to the time set
for the meeting, together with the evidence of the deposit, with the Company’s
Secretary, of their stock certificates or the deposit certificates issued in
respect of such stock certificates by a securities depositary institution,
including the lists of holders of shares issued by those depositors that
maintain accounts with the relevant securities depositary institution, or by a
domestic or foreign credit institution. The shares deposited to enable their
holders to attend a shareholders’ meeting shall not be returned until after the
adjournment of such meeting, upon the delivery of the receipt thereof issued in
favor of the holder.





PROXIES





TWENTY-FIRST.
The shareholders may be represented at the shareholders’ meetings by such person
or persons as may designate through a proxy signed before two witnesses, or by
attorneys-in-fact with sufficient general or special powers pursuant to the
applicable laws or through power of attorney granted in formats made by the
Company, that comply with the following requirements:





1.           The
clear establishment of the name of the Company, as well as the respective
agenda, without including the paragraphs to which it refers the Articles 181 and
182 of the General Law of Commercial Companies under the title of general
matters, and





2.           To
leave a blank for the corresponding instructions that the grantor establishes
for the exercise of its power of attorney.





The forms of the
powers of attorney shall be made available by the Company to the brokers of the
securities market that evidence to be the representatives of the Company’s
shareholders’, representatives, the forms of the powers of attorney, during the
term of fifteen natural days prior to the celebration of each shareholders’
meeting, in order for them to promptly deliver these forms to their
grantors.





The Secretary of
the Board of Directors of the Company shall be bound to check the compliance of
the established in this clause and inform about this matter to the meeting that
shall be reflected in the respective minute.




The members of
the Board of Directors may not represent any holder of shares at a shareholders’
meeting.




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MINUTES





TWENTY-SECOND. The
minutes of all shareholders’ meetings shall be prepared by the Secretary,
recorded in the relevant book and signed by the person who has been designated
as Chairman and the Secretary by the correspondant shareholder
meeting.







CHAIRMAN
AND SECRETARY OF THE MEETING




TWENTY-THIRD. The
Chairman of the Board of Directors or, in his absence, the person designated by
majority of votes of the attending shareholders, shall act as Chairman of the
meeting.




The Secretary of
the Board of Directors or, in his absence, the Alternate Secretary or the person
designated by majority of votes of the attending shareholders, shall act as
Secretary of the meeting. The Chairman shall appoint tellers of inspection from
among the attending shareholders, legal representatives or guests, whom shall
count the number of shares represented, determine the existence of a quorum and,
upon the Chairman’s request, count the ballots.







ANNUAL
MEETINGS





TWENTY-FOURTH.
The general ordinary shareholders’ meeting shall be held at least once a year
during the 4 (four) months following the end of each fiscal year.





In addition to the
matters specified in the relevant agenda, such meeting shall consider the
following matters:





1. Discussion,
approbation or modification and resolution with respect to, the report of Chief
Executive Officer of the Company, pursuant Article 44 section XI of the
Securities Market Law, such report shall be accompanied by the external audit
report  and the opinion of the Board of Directors in connection with
the Chief Executive Officer’s report.





2. Discussion,
approbation or modification and resolution with respect to, the report of the
Board of Directors containing the explanation of the principal policies and
accounting criteria in order to prepare the finance information, pursuant to
Article 172 section b) of the General Law of Mercantile Companies; such as the
report of the principal activities in which the Board participate pursuant to
Article 28, section IV, part c) of the Securities Market Law.





3. Discussion,
approbation or modification and resolution with respect to, the reports of the
Chairman of the Audit Committee and the Chairman of the  Corporate
Governance Committee, or any other committee if the case.





4. Proposal, and in its
case approval of the allocation of profits, in its case.




5. Appointment
and/or ratification of the members of the Board of Directors, and in its case
alternate directors, and qualify the independence of the directors.





12





6. Appointment and/or
ratification of the Chairman of the Board of Directors, the Chief Executive
Officer of the Company, the Secretary, the Alternate Secretary and the
establishment of their remuneration.





7. Appointment and/or
ratification of the members of the Executive Committee, and the Chairman of the
Audit Committee and Corporate Governance Committee.





8. Appoint the
maximum resources that may be used to repurchase outstanding shares of
the Company, with the only restriction that the total resources of a
fiscal year, under any circumstances shall not exceed the total amount of the
net profits of the Company, including the withheld ones.





Extraordinary
meetings may be held whenever called to consider any matter requiring its
approval.








QUORUM
FOR ORDINARY


SHAREHOLDERS’
MEETINGS




TWENTY-FIFTH.
The quorum for an ordinary shareholders’ meeting to be validly convened upon
first notice shall be at least fifty percent (50%) of the voting shares of
stock, and its resolutions shall be valid if adopted by majority of votes of the
shares represented thereat. Ordinary shareholders’ meetings held upon second or
subsequent notice shall be validly convened regardless of the number of voting
shares of stock represented thereat, and its resolutions shall be valid if
adopted by majority of votes of the shares of stock entitled to vote represented
thereat.








QUORUM
FOR EXTRAORDINARY


SHAREHOLDERS’
MEETINGS





TWENTY-SIXTH. The
quorum for an extraordinary shareholders’ meeting to be validly convened upon
first notice shall be at least seventy-five percent (75%) of the voting shares
of stock, and its resolutions shall be valid if adopted by the affirmative vote
of the holders of shares representing at least fifty percent (50%) of the voting
shares of stock. Extraordinary shareholders’ meetings held upon second or
subsequent notice shall be validly convened with the presence of at least fifty
percent (50%) of the voting shares of stock, and its resolutions shall be valid
if adopted by the affirmative vote of the holders of shares representing at
least fifty percent (50%) of the shares of stock entitled to vote
thereat.




13




MANAGEMENT
OF THE COMPANY





TWENTY-SEVENTH. The direction and management of the
business and the assets of the Company shall be entrusted to a Board of
Directors and a General Chief Officer.




The
Board of Directors will be formed by the number of members determined by the
general ordinary shareholders’ meeting called to elect them and at any time it
will be conformed by less that five or more than twenty one members of the Board
of Directors, from which at least 25% (twenty five percent) must be independent
pursuant to the Securities Market Law. There will be an alternate director for
each director, with the understanding that the alternate directors of the
independent directors will keep their status.





The appointment or
election of the members of the Board of Directors shall be carried out during an
ordinary shareholders’ meeting.





The shareholders,
who own stock voting right, even limited or restricted, individual or jointly
that represents at least 10% (ten percent) of the capital stock, shall be
entitled to appoint and revoke a member director and his alternate, in terms of
Article 50of the
Securities Market Law.





Upon such
appointment, the remaining members of the Board of Directors shall be appointed
by simple majority of votes, excluding the votes of the minority shareholders
who made the above-mentioned appointments.





The appointment of
the board members or statutory auditors appointed by the shareholders
established in the paragraphs above may only be revoked when the other
appointments are revoked.





MEMBERS
OF THE BOARD OF DIRECTORS





TWENTY-EIGHTH.
The members of the Board of Directors may or may not be shareholders,
notwithstanding, at least the twenty five percent (25%) shall be independents.
It shall be understood, that the people that meet the requirements established
in Article 26 of the Securities Market Law, shall be considered as independent
members.





The members of the
Board of Directors will remain a year in their charges, unless a different term
is pointed out at the moment of its appointment, and if at the end of such term,
or from the moment of their resignation on, the replacement has not been
assigned or if it has not taken place, they will continue to occupy their
charges for up to 30 natural days, without being subject to the stated in
Article 154 of the General Law of Mercantile Companies.




If the term to
designate the directors is over, the director resigns or if something
established in Article 155 of the General Law of Mercantile Companies happens,
the Board of Directors may designate provisional directors without the
intervention of the shareholders’ meeting. The Shareholders’ meeting will ratify
these assignments or will appoint the substitute directors in the following
meeting.




14




OFFICES
WITHIN THE BOARD OF DIRECTORS





TWENTY-NINTH.
Unless otherwise expressly determined by the shareholders’ meeting, the Board of
Directors, during its first meeting immediately following the shareholders’
meeting held, shall appoint from among its members a Chairman and as the case
may be, an Alternate Chairman. In addition, the Board of Directors shall appoint
the Secretary and the Alternate Secretary, and their alternates, whose cannot be
members of the Board of Directors and will appoint the persons that will hold
any other office that may be created for the better performance of its duties.
The alternates shall cover any temporary or permanent absences in the Board of
Directors.





The Chairman of the
Board of Directors shall preside over the shareholders’ meetings and the
meetings of the Board of Directors, and in his absence such meetings shall be
presided over by the director designated by a majority of votes of the remaining
attendants; the Chairman shall execute and enforce the resolutions of the
shareholders’ meeting and the Board of Directors without the need for any
special resolution whatsoever.





The members of the
Board of Directors shall be responsible for the resolutions adopted in
connection with the part 16 of the Twentieth Second Clause of these bylaws,
except for the matter establish in Article 159 of the General Law of Mercantile
Companies.





The copies or the
other evidence of the minutes of the entries recorded in the company’s non
accounting book and records that are not of an accounting nature and, generally,
of any document container in the company’s files, may be authorized and
certified by the Secretary or by the Alternate Secretary , who shall be
considered as a permanent delegate to appear before the notary public of his
choice in order to formalize the minutes of the meetings of the Board of
Directors and shareholders’ meetings, and to grant the powers of attorney
approved by the Board of Directors or Social Practices Committee referred to in
Clause Thirty Two of these bylaws, and shall issue restatements and
certifications in respect thereof and of the appointments, signatures and
authorities of the company’s officers.





The Board of
Directors shall be held at least once a year during each fiscal
year.





QUÓRUM
FOR BOARD MEETINGS





THIRTIETH.
The Board of Directors shall meet at least once every three months. The quorum
for a meeting of the Board of Directors to be validly convened shall be the
majority of its members, and its resolutions shall be valid if adopted by
majority of votes of the members present, provided that in the event of a tie
the Chairman of the Board shall have the deciding vote.




The
manner in which the voting rights appertaining to the shares of stock issued by
any company in which this company holds the majority of the shares of stock,
shall be subject to a resolution of the Board of Directors or the ordinary
shareholders’ meeting. Such authority shall be vested exclusively on the Board
of Directors or the ordinary shareholders’ meeting.
 
 The meetings of the
Board shall be held in the Company’s domicile or in such other place as the
Board of Directors may deem convenient.





15




Notices of the
meetings of the Board of Directors shall be sent to the members of the Board of
Directors by mail, facsimile, telegram or courier, at least five natural days
prior to the date of each meeting.





The Chairman of the
Board of Directors, the Chairman of the Audit Committee, the Chairman of the
Corporate Practices Committee, as well as the 25% (twenty five percent) of the
board members of the Company, may call upon a meeting of the board and address
in the corresponding Agenda the relevant topics.





The resolutions
adopted by unanimous consent of the members of the Board of Directors without a
meeting thereof, shall for all legal purposes have the same validity as if
adopted at a meeting, provided they are confirmed in writing by all the members
in accordance with the terms of Article 143 of the General Law of Mercantile
Companies.





The minutes of the
meetings of the Board of Directors shall be authorized by the Chairman and the
Secretary of the meeting and shall be recorded in a book maintained to such
effect by the Company.





FACULTIES
OF THE BOARD OF DIRECTORS





THIRTY-FIRST. The Board of
Directors is the legal representative of the Company and, in accordance with
this; they may comply with all the necessary operations to carry out the
corporate purpose of the Company and those that are not reserved to
another entity
pursuant to these bylaws or the Law, including but not limited to, the Board of
Directors of the Company that will exercise the following
faculties:





1. Approve operations in
which parts are related pursuant to section III of Article 28 of the Securities
Market Law.





2. Power of attorney for
lawsuits and collections, including all general and those special powers
required to be expressly provided for in accordance with the law; accordingly
pursuant to first paragraph of Article 2554 of Federal District Civil Code and
the equivalent articles of the civil codes for all the other states of the
Mexican Republic and the Federal Civil Code. Including without limitation to
desist the actions even through the Amparo Trial; to settle, submit to
arbitration, articulate and absolve positions; assign assets; to recuse judges;
receive payments; and execute all the acts pursuant to the law, including the
representation of the Company before administrative and judicial authorities,
criminal or civil or of any other nature, with the authority to file criminal
accusations or complaints, grant forgiveness, assist district attorneys in
criminal procedures, and represent the Company before labor authorities and
courts and before the Ministry of Foreign Affairs to execute agreements with the
Federal Government, pursuant to subsections IV and
VI of Article 27 of the Federal Constitution, its organic law and its
regulations.




3. Power of attorney for
administrative matters pursuant to the second paragraph of Article 2554 of the
Federal Civil Code and the equivalent articles of the civil codes for all the
other states of the Mexican Republic and the Federal
District.





16




4. Authority to approve
the acquisition or transfer of shares representing the capital stock of other
companies, subject to the prior consent of the general ordinary shareholders’
meeting if:





a. When the cost of
acquisition of stock or equity parts of another company, by virtue of one or
more simultaneous or successive acquisitions, exceeds of twenty percent (20%) of
the estimated value of the net worth of the company, according to the last
financial statements of the company. The approval of the general stockholder’s
meeting will not be required in case of acquisition of stock or equity parts of
other company  whose purpose or principal activity is similar to the
Company’s purposes or activities and,





b. When the value of the
stock transfer or social parts of other companies by means of one or several
simultaneous or consecutive transfers exceed the twenty percent (20%) of the
value of the shareholders’ equity of the Company, in accordance with the last
financial statement of the Company. The approval of the general shareholders’
meeting will be needed if there is a transfer of actions or social parts if the
transfer means by one or several simultaneous or consecutive transfers the loss
of the control of the Company when its activities coincide with the commercial
activities or services of the Company.





When the purchase
or sale of stocks or social parts of other company where the Company is a
shareholder takes place from or to an enterprise in which the Company owns more
than the fifty one percent (51%) of its capital or by any other way that it
might control it, the established in numerals a) and b) of this third point will
not be applied.





5. Power of attorney for
acts of domain pursuant to the third paragraph of Article 2554 of the Federal
Civil Code and the equivalent articles of the civil codes for all the other
states of the Mexican Republic and the Federal District.





6. Power of attorney to
sign, endorse, subscribe and negotiate in any way credit instruments under the
name of the Company and its subsidiaries, pursuant to Article 9 of the General
Law on Negotiable Instruments and Credit and to point out the persons with the
faculties to carry out such acts.





7. Power of attorney to
open and cancel bank accounts under the Company’s name, as well as to withdraw
funds therefrom and designate any authorized signatories.





8. Authority to call any
ordinary, extraordinary or special shareholders’ meeting in all the cases
established in this by-laws or at any time they consider it necessary, and to
appoint the date and time and enforce the resolutions adopted
thereby.





9. Authority to
establish internal working rules.




Power of attorney
to appoint and remove the external auditors of the Company.




11.  Authority to establish
branches and agencies of the Company in any of the Mexican Republic or
abroad.
 
 12.      Authority
to determine the votes corresponding to the representative stocks of the capital
stock of the companies where the Company is a majority holder at the
extraordinary and ordinary general assembly.




17




13. Authority to grant
general and special powers of attorney, delegate any of the powers and
authorities set forth above that is not expressly reserved to the Board of
Directors pursuant to the law or these by-laws, subject to its right to directly
exercise at any time such powers, and revoke any powers of attorney granted
thereby.





14. Authority to carry
out any acts permitted by these bylaws or associated therewith.





15. Authority to approve
the repurchase of shares representing the Company’s capital through any
applicable stock exchange pursuant to Article Nine hereof.





16. Authority to create
any special committees as it may deem necessary for the Company’s operations,
and determine the powers and duties of any such committee, the number of its
members and the manner to appoint them; provided, that such committees will not
have any of the powers expressly reserved to the general shareholders’ meeting
or the Board of Directors pursuant to the law or these bylaws.





BOARD
MEMBERS RESPONSIBILITIES





THIRTY-SECOND. The
Board Members, the Secretary and the Alternate Secretary, according to the
applicable legislation, will follow the following dispositions:




They will act
according with the diligence principle, in terms of the Securities Market
Law.




They will act
according with the loyalty principle, in terms of the Securities Market
Law.





The
responsibilities derived from a violation to the diligence or the loyalty
principles, will be exclusively in favor of the Company or its subsidiaries, and
will be exercised by the Company or the shareholders that, separately or
jointly, have the ownership of the shares, in common or with limited voting
right, restricted or without voting rights, that represent the 5% (five per
cent) or more of the capital stock, in terms with the Securities Market
Law.





The Board Members
will not be held responsible for the damages or lost profits caused to the
Company or its subsidiaries, when such board member acted with good intentions
or when facing an exception of responsibility, in terms of the Securities Market
Law.





INTERMEDIARY
ADMINISTRATION ENTITIES




THIRTY-THIRD. The
Board of Directors, by means of the Corporate Practices Committee and an Audit
Committee, as well as by the legal entity that carries out the external audit of
the Company will be in charge of the endeavor vigilance, the management and
the execution of the Company’s business and of the legal entities controlled by
the Company.





The Company will
have a Corporate Practices Committee and an Audit Committee pursuant to the
Securities Market Law and other applicable laws.





Each committee will
be formed by at least three members, from which all of them or the majority will
be independent, in terms of the Securities Market Law.




18




In order to
validate the meetings of each committee, the assistance of at least the majority
of their members will be required. The resolutions of each committee must be
approved by the majority of its members.





A. The Corporate
Practices Committee and the Audit Committee will gather with the necessary
periodicity for the fulfillment of their functions, by request of any of its
members, the Board of Directors, their Chairman or the shareholders’
assembly.





The Corporate
Practices Committee will have the authority to carry out any acts permitted by
the Securities Market Law and the regulations issued by the National Banking and
Securities Commission, and other applicable laws, as well as the ones determined
by the shareholders’ meeting. They will also carry out all the acts in
accordance with the report they have to present pursuant to the Securities
Market Law.





The Corporate
Practices Committee may use the help of one or more sub-committees. The
integration rules, functioning, faculties and obligations of the sub-committees
will be determined by the Corporate Practices Committee and/or the Board of
Directors as it may correspond.





B. The Audit Committee
will have the functions pursuant to the Securities Market Law, the general
dispositions established by the National Banking and Securities Commission, and
other applicable legal dispositions, as well as the ones determined by the
assembly. They will also have to give a report pursuant to the Securities Market
Law.





The Audit Committee
shall have, among others, the following functions:





1. Elaborate an annual
report regarding its activities and present it to the Board of
Directors.





2. Give its opinion
about the transactions made with the persons described in Article 31 section 1)
of these By-Laws.





3. Propose the hiring of
independent specialists in case it considers convenient, so they may express
their opinion about the transactions with related parties referred in the
previous section 1.





The members of the
Board of Directors and, in its case, the members of each committee, that in any
transaction should have an interest opposed to the Company's interest, shall
declare this conflict of interest to the rest of the Directors or members
of each
committee, and shall abstain themselves from any decision or resolutions on the
matter.


The Audit Committee
shall meet when it is summoned by the Secretary or the Alternate Secretary, by
request of the President, or any two other of its members, with at least 5 days
in advance. The Summon must be sent by mail, telegram, telefax, courier or any
other mean that guarantees that the members of such committee will receive it
with at least 5 days in advance to the date of the session.  The
Summon may be signed by the Secretary or the Alternate Secretary of the
Company's Board of Directors.




19





C. The Company may have
an Executive Committee formed by owner or substitute members of the Company's
Board of Directors, which, as the same as the President of such Executive
Committee, shall be designated by the ordinary shareholder's agreement meeting,
which will form a joint organ of the Board.  The members of the
Executive Committee will last a year in their position, unless
they are replaced by agreement of the ordinary shareholder's meeting, but,
in any case, will continue in their position up to 30 days, in absence of
the designation of the substitute or when he does not take possession of his
position, without being subject to that expressed in Article 154 of the Law of
Mercantile Companies, may be reelected and will receive the fees determined by
the ordinary shareholder's agreement meeting.





The Executive
Committee shall meet when it is summoned by the Secretary or the Alternate
Secretary, by request of the President, or any two other of its members, with at
least 5 days in advance. The Summon must be sent by mail, telegram,
telefax, courier or any other mean that guarantees that the members of such
committee will receive it with at least 5 days in advance to the date of the
session.  The Summon may be signed by the Secretary or the Alternate
Secretary of the Company's Board of Directors, which will act with such
character in the stated Executive Committee.





So that the
sessions of the Executive Committee may be valid, an assistance of at least the
majority of its members is required.  The resolutions of the Executive
Committee must be approved by the favorable vote of the majority of its
members.





The Executive
Committee shall have the powers granted to the Board of Directors under
subsections2,
3, 5, 6, 7, 8, 9 and 13 of previous Article 31, powers that may be restricted in
any time by the ordinary shareholder's agreement meeting, without reforming the
present By-Laws.





The Executive
Committee will not carry out any of the activities reserved to any other
organby
virtue of this instrument or the law.





The Executive
Committee may not be able, as well, to delegate the set of its granted faculties
to any person, but may grant general and special powers when it considers it
advisable and indicate the persons that must execute its
resolutions.  By absence of such indication, the President, as well as
the Secretary, will be authorized to execute the Committee's
resolutions.





The Executive
Committee must inform opportunely, by means of its President or the Secretary or
Alternate Secretary of the Company, and annually, at least, the Board of
Directors about the agreements it executes, or when in opinion of the same
Committee important facts or acts to the Company are provoked.  Of
each Executive Committee's
session, a minute will be drafted, which will be transcribed in a special
book.  The act must contain the certification about the assistance of
the members of the Committee and the agreements executed, and must be signed by
those who will have acted as President and Secretary.








CHIEF
EXECUTIVE OFFICER





THIRTY-FOURTH.  The
Chief Executive Officer is responsible for the management, coordination and
execution of the Company’s business and for all of the legal entities controlled
by the Company according with the Securities Market Law, restraining to the
strategies, policies and guidelines approved by the Board of
Directors.




20





The Chief Executive
Officer, in order to perform his duties, will have the power to represent the
Company in acts of administration and litigation and collections, including
special faculties that require special clauses according to the law. Referring
to acts of ownership he will have to adjust to the pursuant to Article 28,
numeral VIII of the Securities Market Law and other applicable
provisions.





The Chief Executive
Officer shall fulfill the assignments given by the shareholders’ meeting or the
Board of Directors, as well as those foreseen in the Securities Market Law. In
order to adequately perform his duties and satisfy his obligations, the Chief
Executive Officer will seek the assistance of the executive officers or
employees of the Company or the entities under its control that may have been
designated to provide such assistance.





FISCAL
YEAR




THIRTY-FIFTH.- The
Company’s fiscal year shall run concurrently with the calendar year. In the
event of liquidation or merger of the Company, its fiscal year shall terminate
early on the effective date of such liquidation or merger, and a fiscal year
shall be deemed to be in progress during all such period of time as the Company
may be in the process of liquidation, provided that such fiscal year shall be
subject to the provisions of the applicable tax laws.




FINANCIAL
INFORMATION





THIRTY-SIXTH.-
Within the thee months following the end of each fiscal year, the Board of
Directors shall prepare at least the following financial
information:





1. A report of the Board
of Directors with respect to the performance of the Company during such fiscal
year, the policies followed by the Board and, if applicable, the principal
existing projects;





2. A report stating and
explaining the principal accounting and information policies and criteria
followed in the preparation of the financial information;





3. A statement of the
financial condition of the Company as of the end of the fiscal
year;





4. A statement of income
for the fiscal year, duly explained and classified;




5. A statement of
changes in the financial condition during the fiscal year;
 
 6. A statement of
changes in the items of the company’s net worth during the fiscal year,
and
 
 7. The necessary notes
to supplement and clarify the information contained in the abovementioned
statements.
   Such information
may be available to the Auditee Committee, the Corporate Practices Committee and
the shareholders, with the advance established in Article 173 of the General Law
of Mercantile Companies and according to the bylaws of the
Company.


21




The Board of
Directors within the next four months of the termination of the fiscal year,
shall present at the general shareholders meeting the report refered in Article
172 section b) of the General Law of Mercantile Companies and the report of the
operations and activities in accordance with Article 28 section
IV,  e) of the Securities Market Law.





In addition,
the Chief Executive Officer of the Company shall communicate the
information and relevant events, adjusted to the Securities Market Law and other
applicable provisions.











PROFITS





THIRTY-SEVENTH.-
The net profits of each fiscal year as reflected in the financial statements,
prior deduction of the amounts required for (i) the payment or provision for the
payment of all applicable taxes, (ii) any segregations required to be effected
in accordance with the law, such as the distribution of profits among the
employees of the Company, (iii) if applicable, the amortization of losses from
previous fiscal years and (iv) the payment of the general expenses incurred
during the year in connection with the compensations of the members of the Board
of Directors and the Director General, shall be allocated as
follows:





1.
            5% to the
      creation, increase or replenishment of a reserve, until such reserve
      equals 20% of the paid-in capital.





2.
            Such amounts
      as the shareholders’ meeting may determine, to the creation or increase of
      any general or special reserves, including, as the case may be, a reserve
      for the repurchase of the company’s shares in accordance with the
      Securities Market Law.





3.
            From the
      balance, such amount as may be necessary to pay to all of the
      shareholders, on a pro rata basis, any dividends approved by the
      shareholders’ meeting.





4.
            The surplus,
      if any, shall be disposed of by the shareholders’ meeting or, subject to
      the latter’s approval, by the Board of Directors. The shareholders’ meeting or,
      as the case may be, the Board of Directors, may allocate the surplus in
      any manner that it may deem convenient to the interests of the Company and
      its shareholders.





LOSSES





THIRTY-EIGHTH.- The
losses, if any, shall be borne by all the shareholders in proportion to the
number of shares owned thereby, subject to the limits of equity represented
thereby.






22




DISSOLUTION




THIRTY-NINETH.- The
Company shall be dissolved in any of the events set forth in Article 229 of the
General Law of Mercantile Companies and any other applicable
provision.




LIQUIDATORS




FORTIETH.- Upon its
dissolution, the Company shall be liquidated. The extraordinary shareholders’
meeting shall appoint one or more liquidators and may appoint any alternate
liquidators, whom shall have the authorities set forth in the law or such other
authorities as such shareholders’ meeting may determine.




LIQUIDATION
PROCEDURE




FORTY-FIRST.-The liquidator(s) shall
carry out the liquidation in accordance with such rules as the shareholders’
meeting may have determined or, absent such determination, in accordance with
the following provisions and the provisions of the relevant chapter of the
General Law of Mercantile Companies:




1.
            They shall
      conclude all of the business in such manner as they may deem to be most
      convenient;




2.
            They shall
      cover and pay for all the debts through the sale of such of the Company’s
      assets as may be required to such
effect;




3.
            They shall
      prepare the final liquidation balance,
and




4.
            Upon the
      approval of the final liquidation balance, they shall distribute the
      available liquid assets among all of the shareholders on a pro rata basis
      and in proportion to the number of shares owned thereby and the paid-in
      portion of such shares.




During the
liquidation, all shareholders’ meetings shall be held in accordance with the
provisions of these bylaws, and the liquidator(s) shall have authorities
comparable to those conferred upon the Board of Directors during the normal life
of the Company.







VENUE
AND JURISDICTION





FORTY-SECOND. The
provisions of the Securities Market Law, the General Law of Mercantile Companies
and the general provissions issued by the National Banking and Securities
Commission a the rest of the applicable laws of the Mexican United States shall
govern anything not expressly contemplated in these bylaws. For the
interpretation and  enforcement of these bylaws, the shareholders, by
reason of their subscription or acquisition of shares of the Company’s capital
stock, submit to the Mexican laws and the resolution of any controversy that may
be arise to the jurisdiction of the competent courts in Mexico City, Federal
District and expressly waive any other jurisdiction to which they may be
entitled by reason of their present or future domiciles.