CORPORATE BYLAWS OF THE DIVESTED
                       ELEKTRAFIN COMERCIAL, S.A. DE C.V.

                      NAME, PURPOSE, DOMICILE AND DURATION

Article First              The company is called "ELEKTRAFIN COMERCIAL."
                           This name when used shall be followed by the words
                           "SOCIEDAD ANONIMA DE CAPITAL VARIABLE," or the
                           initials thereof, "S.A. de C.V."

Article Second:            The purpose of the company is:

                           a) To establish, organize, hold an interest in and to
                           invest in the capital and equity of all types of
                           companies and associations, and commercial,
                           industrial, commercial, services, concessionaire,
                           tourism companies or those of any other nature, both
                           national and foreign, as well as in depositary
                           receipts, to the extent allowed by Law.

                           b) To acquire, trade and in general negotiate all
                           types of shares, parts of corporations, shareholdings
                           or interest and any security allowed by Law.

                           c) To issue, subscribe, accept, endorse, guarantee
                           and negotiate all types of credit instruments or
                           securities allowed by Law.

                           d) To obtain and grant loans, with or without a
                           guarantee, which do not imply the performance of acts
                           reserved for Credit institutions, pursuant to Credit
                           Institutions Law.

                           e) To grant guarantees and sureties of any type, real
                           or personal, with respect to the company's
                           obligations or those of third parties with which the
                           company has business relations.

                           f) The purchase, sale, lease or use, under any legal
                           title, of chattel for the establishment of stores,
                           offices, warehouses, workshops and other facilities
                           required for the performance of the activities cited
                           in the preceding articles.

                           g) To take money in loan and to grant loans or
                           financing to companies or associations in which the
                           company is a partner or shareholder, to those which
                           are partners or shareholders in the company, as well
                           as any other natural or legal person with which it
                           has or comes to have direct or indirect commercial
                           ties through affiliated or subsidiary companies or
                           associations.

                           h) To surety or in any other manner guarantee
                           obligations belonging to the company or to third
                           parties, onerously or gratuitously, being able to
                           accept or establish real or personal guarantees.

                           i) To provide and receive all types of services to or
                           from third parties, such as, but not limited to,
                           management, financial or commercial consulting and
                           other areas of business related to their corporate
                           purposes.

                           j) Act as an agent, intermediary, broker, commission
                           agent, factor or representative of all types of
                           natural or legal persons, including domestic or
                           foreign, public or private companies or associations.

                           k) To hold, acquire or exploit all types of
                           intellectual or industrial property rights,
                           including patents, trademarks, trade names and
                           copyrights, and

                           l) In general, perform any act or enter into all
                           types of contracts which are required or convenient
                           for the achievement of the corporate objectives
                           described above.

Article Third              The company's domicile is Mexico City, Federal
                           District, and it is authorized to establish offices,
                           representative offices, agencies and branches in any
                           part of the Mexican Republic and abroad and to
                           indicate contractual domiciles in the legal acts and
                           operations it performs, without such meaning a change
                           of its corporate domicile.

Article Fourth             The duration of the company shall be through
                           January 1, 2100.

Article Fifth              The Company is of Mexican nationality, and its
                           foreign partners, present or future, agree pursuant
                           to the stipulations of Section I of Article 27 of the
                           General Constitution of the Republic to consider
                           themselves as nationals with respect to the interests
                           they acquire and therefore not to invoke the
                           protection of their governments with respect thereto
                           under penalty in case of breaching the agreement of
                           losing to the Nation's benefit such assets and/or
                           interests as they may have acquired in virtue
                           thereof.  Likewise, the shareholders shall subject
                           themselves to the stipulations of the Foreign
                           Investment Law and the Regulation of the Foreign
                           Investment Law and the National Registry of Foreign
                           Investment for the purposes of the authorizations
                           and operations which are required for it objective.

                            SHARE CAPITAL AND SHARES

Article Sixth              The share capital is variable. The minimum
                           fixed capital without a right to be redeemed is the
                           amount of 25,000,000.00 (TWENTY-FIVE MILLION PESOS
                           AND 00/100 NATIONAL CURRENCY), represented by 1,000
                           (ONE THOUSAND) common registered Series "A" shares
                           without par value, fully subscribed and paid in.

                           The variable capital is susceptible to increases and
                           reductions by resolution of the Special Meeting of
                           Shareholders.

Article Seventh            The share capital is divided into common,
                           ordinary registered shares without par value. Shares
                           grant equal rights and in General Meetings of
                           Shareholders each share shall represent one vote and
                           its owner may exercise the right to vote among the
                           rights which are granted to the respective series.
                           They shall be represented by provisional certificates
                           and then by definitive securities and the latter
                           shall have coupons attached.

Article Eighth             The share securities shall contain the
                           requirements specified by Article One Hundred
                           Twenty-Five of the General Commercial Companies Law,
                           in addition to the clause related to foreigners which
                           appears in these bylaws and the content of the next
                           Article. They shall be issued with the signature of
                           two directors, one of them the President, or by the
                           Sole Administrator, if appropriate, within a period
                           which shall not exceed one year.

Article Ninth              The company shall consider the owner of the shares to
                           be whoever appears as such in the shareholder
                           registry which the company shall keep.  At the
                           request of any interested party, the company shall
                           register in the aforementioned registry such
                           transactions as are effected.  For the transfer of
                           shares authorization from the managing body shall be
                           sufficient; the remaining shareholders have a
                           period of fifteen business days calculated from the
                           authorization to exercise or not their right of
                           preference in proportion to the number of shares
                           of which they are owners.

Article Tenth              The company's variable capital is susceptible
                           to increases and reductions without a need to modify
                           the corporate bylaws and with mere formalities
                           established in the respective chapter of the General
                           Commercial Companies Law.

                           All increases or reduction in the share capital shall
                           be recorded in the shareholder registry which the
                           company keeps in that regard.

                           A) Increase in Capital. An increase in the fixed or
                           variable capital may not be declared if all the
                           shares previously issued by the company are not
                           completely subscribed and paid in. When the share
                           capital is increased, shareholders have a
                           preferential right in proportion to the number of
                           shares to subscribe such as are issued.

                           B) Reduction in Capital. A reduction in the share
                           capital shall be effected by amortizing full shares
                           and by reimbursing shareholders. The designation of
                           the shares for the reduction shall be made by
                           agreement of a majority of shareholders or in the
                           absence thereof by drawing before a Notary Public.

Article Eleventh           If in the case cited in item B) of the
                           preceding article, once the designation of the shares
                           has been made, a notification shall be published in
                           the entity's official newspaper where the company has
                           its domicile, indicating that the amount of the
                           reimbursement will be made available to the
                           respective shareholders once the period cited in
                           Article 220 of the General Commercial Companies Law
                           has transpired, in the offices of the company without
                           accruing any interest whatsoever.

Article Twelfth            If there is a foreign interest in the company's share
                           capital, the following shall be observed:

                           The foreign investment may have an interest in any
                           proportion of the share capital without further
                           reservations, modalities or exceptions other than
                           those indicated in the Foreign Investment Law and in
                           the Regulation of the Foreign Investment and the
                           National Foreign Investment Registry Law.

                           The company shall ensure that its purpose in the
                           future does not include the activities reserved for
                           the State, which are contained in Article Fifth of
                           the Foreign Investment Law and the Regulation of the
                           Foreign Investment and National Foreign Investment
                           Registry Law, and it shall also ensure, if
                           appropriate, that the Mexican interest be increased,
                           including to one hundred percent, to respect the
                           minimum percentage thereof, in the cases contained in
                           the Foreign Investment Law and the aforementioned
                           Regulation.

                           Investments made by foreigners in the country as
                           immigrants is equivalent to Mexican investment except
                           for those reserved activities cited in the Foreign
                           Investment Law.

                           In any case, the shares into which the share capital
                           belonging to Mexican shareholders is divided shall
                           always be Series "A" or Mexican, while the shares
                           whose owners are of foreign nationality shall be
                           Series "B" or freely subscribed.

Article Thirteenth         The management of the company shall be
                           entrusted to a Sole Administrator or a Board of
                           Directors of more than five and fewer than thirteen
                           members, as determined by the Regular General Meeting
                           of Shareholders. The former or the latter need not be
                           shareholders. Directors shall be responsible for
                           representing the company and they shall have the
                           authorities granted to them by these bylaws and the
                           applicable laws.

Article Fourteenth         The Sole Administrator or such Directors
                           as the Meeting of Shareholders designates shall
                           remain in their positions permanently, until the new
                           designate or designates to replace them take
                           possession thereof.

Article Fifteenth          The Sole Administrator or the Board of Directors, if
                           appropriate, shall have the following authorities:

                           I.       To perform all operations inherent to the
                                    company's purpose, except such as by Law or
                                    by these bylaws correspond only to the
                                    meetings of shareholders.

                           II.      Enter into, modify, novate and rescind all
                                    types of contracts and agreements and in
                                    general take all actions which are related
                                    directly or indirectly to the company's
                                    purposes. Contract loans related to
                                    financing and agriculture.  Grant and sign
                                    credit instruments.

                           III.     Acquire such chattel and real property as
                                    permitted by law.

                           IV.      Trade and encumber with liens, mortgages or
                                    in another manner, the company's chattel and
                                    real property.

                           V.       Waive the company's personal or real rights
                                    or those of another nature.

                           VI.      Waive the jurisdiction of the company's
                                    domicile and subject it to another
                                    jurisdiction.

                           VII.     Name and remove factors, agents and
                                    employees of the company and establish their
                                    authorities, obligations and remunerations.

                           VIII.    Establish branches and agencies in any place
                                    in the Republic or abroad and close them.

                           IX.      Such others as correspond by Law or as per
                                    the bylaws.

                           X.       In general, and without prejudice to the
                                    preceding authorities, they shall be
                                    invested with the powers of attorney which
                                    are indicated below.

                                    A GENERAL POWER OF ATTORNEY FOR LITIGATION
                                    AND COLLECTIONS, with all the general and
                                    special authorities which require a special
                                    clause pursuant to the law, under the terms
                                    of the first paragraph of Article Two
                                    Thousand Five Hundred Fifty-Four of the
                                    Civil Code in effect for the Federal
                                    District and Article Two Thousand Five
                                    Hundred Eighty-Seven of the law itself and
                                    the corresponding articles of the Civil
                                    Codes of the places where this power of
                                    attorney is exercised.

                                    The attorney is authorized to make and
                                    answer petitions, and to perform the other
                                    actions cited in the second of the
                                    aforementioned precepts, having invested
                                    with the legal representation of the company
                                    and therefor authorized to appear before
                                    local and federal Boards of Conciliation and
                                    Arbitration and labor authorities, where
                                    they may enter into arbitration settlements,
                                    answer litigation, file motions, answer
                                    interrogatories, under the terms of Articles
                                    Seven Hundred Eighty-Six, Seven Hundred
                                    Eighty-Seven, Eight Hundred Seventy-Six,
                                    Eight Hundred Seventy-Seven, Eight Hundred
                                    Seventy-Eight and other related articles of
                                    the reformed Federal Labor Law, to make
                                    criminal complaints and accusations, abandon
                                    them, grant the appropriate pardon when
                                    appropriate, establish themselves as third
                                    parties with the Public Ministry and abandon
                                    defenses.

                                    GENERAL POWER OF ATTORNEY FOR ACTS OF
                                    MANAGEMENT, with all administrative
                                    authorities under the terms of the second
                                    paragraph of Article Two Thousand Five
                                    Hundred Fifty-Four of the Civil Code for the
                                    Federal District and the related articles of
                                    the Civil Codes of the places where this
                                    power of attorney is exercised.

                                    GENERAL POWER OF ATTORNEY FOR ACTS OF
                                    DOMINION, by which the agent shall have all
                                    the rights of an owner, both with respect to
                                    the constituent's assets and to take all
                                    types of actions in order to defend them,
                                    under the terms of the third paragraph of
                                    the aforementioned precept and its related
                                    precepts in the Civil Codes of the place
                                    where this power of attorney is exercised.

                                    POWER OF ATTORNEY TO SIGN AND TO EXECUTE ALL
                                    TYPES OF CREDIT INSTRUMENTS under the terms
                                    of Article Ninth of the General Credit
                                    Instruments and Transactions law and its
                                    related articles in the Body of Law of any
                                    other place.

                                    POWER OF ATTORNEY to grant guarantees.

                                    POWER OF ATTORNEY to grant general and
                                    special powers of attorney and to revoke
                                    them.

                           In any case the general meeting of shareholders may
                           restrict the authorities granted to the management
                           body.

Article Sixteenth          When the General Meeting decides that the company
                           will be managed by a Board of Directors, it shall
                           function as follows:

                           I.       It shall be composed of more than five and
                                    fewer than thirteen full directors. The
                                    meeting of shareholders itself may also name
                                    an alternate director for each full
                                    director.

                           II.      Alternate directors shall take office when
                                    called by the Board, due to the temporary or
                                    permanent absence of the respective full
                                    directors.

                           III.     The board shall meet whenever necessary,
                                    provided that they are called by the
                                    President or by two directors by means of
                                    certified letter addressed to the domiciles
                                    of the other directors.

                           IV.      For the board to function legally at least
                                    half of its members must attend and its
                                    resolutions shall be valid when taken by a
                                    majority of those present. Minutes shall be
                                    prepared for each Board meeting which shall
                                    contain the resolutions approved, which
                                    shall be signed by the person who presided
                                    over the meeting and by the Secretary. For
                                    votes, the President of the Board of
                                    Directors shall have the tie-breaking vote
                                    in case of a tie.

                           V.       Such certified copies or extracts of the
                                    Board's minutes as must be issued for any
                                    reasons, shall be authorized by the
                                    Secretary.

                           VI.      The position of director is compatible with
                                    that of Manager.

                           VII.     Resolutions taken outside the board
                                    meetings, by unanimity of the members, shall
                                    for all legal effects have the same validity
                                    as if they had been adopted in a meeting of
                                    the board, provided that are confirmed in
                                    writing.

Article Seventeenth        The Sole Administrator and the Board of
                           Directors, as the case may be, may name a Manager
                           with such authorities as they deem appropriate. The
                           Manager is subject to the instructions given to him
                           by either the Sole Administrator or the Board of
                           Directors.

                                   SUPERVISION

Article Eighteenth         The General Meeting of Shareholders shall
                           name one or more full Shareholders Representatives
                           and it may also name one or more alternates. The
                           Shareholders Representatives may be shareholders or
                           persons outside the company and they shall have the
                           functions and responsibilities stipulated in Article
                           166 of the General Commercial Companies Law and
                           related laws.

                            MEETINGS OF SHAREHOLDERS

Article Nineteenth         The General Meeting of Shareholders is the
                           company's supreme body; it may agree and confirm all
                           actions and operations thereof, and its resolutions
                           shall be executed by such person as it designates or
                           in the absence of such designation, by the
                           administrator or the Board of Directors.

                           The General Meetings may be special or regular. Those
                           which treat matters which are not listed in Article
                           182 of the General Commercial Companies Law, but
                           obligatorily those listed in Article 181, shall be
                           regular.

                           The Regular Meeting shall meet at least once a year,
                           on the date established by the management body, but
                           always within the first four months subsequent to the
                           close of the preceding fiscal year.

Article Twentieth          The notification shall be made by the Sole
                           Administrator or by the President, the Secretary of
                           the Board of Directors or two of its members or the
                           Shareholders Representative, and it shall be
                           published in one of the wide circulation newspapers
                           of the company's domicile, at least fifteen days in
                           advance of the date the Meeting is to be held. The
                           notification shall contain the order of the day and
                           be signed by whoever makes it.

                           For a Regular Meeting to be deemed to have met
                           legally in virtue of the first notification, at least
                           half the share capital must be represented and
                           resolutions shall only be valid when taken by a
                           majority of the votes present. In Special Meetings,
                           under the first notification, at least three-fourths
                           of the share capital shall be represented and
                           resolution shall be taken by a vote of the shares
                           which represent half the share capital. If the
                           Meeting cannot be held on the day indicated, a second
                           notification shall be made stating this circumstance
                           and the meeting shall resolve on the matters of the
                           Order of the Day regardless of the number of shares
                           represented. In the case of Special Meetings,
                           decisions shall always be taken by a favorable vote
                           of the number of shares that represent at least half
                           the share capital.

Article Twenty-First       For shareholders to have a right to
                           attend the meetings, they shall present therein their
                           share certificates. They may also deposit them in the
                           Office of the Secretary of the Company or in a credit
                           institution in the Republic or abroad and in these
                           cases, instead of the share certificates they shall
                           present prior to the meeting the certificate issued
                           by the Office of the Secretary of the Company or by
                           the corresponding credit institution that proves the
                           deposit, which document shall contain the number of
                           shares of which they are owners.

Article Twenty-Second      Once a meeting has been convened
                           legally, if for lack of tie it cannot resolve the
                           matters for which it was convened, it may adjourn the
                           meeting to continue it on another day or days,
                           without requirement of a new notification.

Article Twenty-Third       General Meetings shall be presided over
                           by the Sole Administrator or by the President of the
                           Board of Directors and the Secretary of the Board
                           itself shall act in that capacity. If the President
                           does not attend, the person elected by those
                           attending shall act as such. Likewise, the President
                           of the Meeting shall be elected when the
                           Administrator is absent and the Secretary when the
                           one of the Board is not present or there is no
                           Secretary. The President shall name two persons from
                           among those attending as inspectors.

Article Twenty-Fourth      Votes shall be viva voce unless any shareholder
                           requests that they be by roll call or by ballot.

Article Twenty-Fifth       Those attending shall prepare minutes
                           for meetings which were not convened due to a lack of
                           quorum, which minutes shall be signed either by those
                           acting as President and Secretary of the Meeting or
                           the attendees thereat in the case of the absence of
                           the latter, as well as by such Shareholders
                           Representatives as attend.

Article Twenty-Sixth       Resolutions taken outside the meeting by
                           unanimity of shareholders who represent all shares
                           shall have, for all legal purposes, the same validity
                           as if they had been adopted by the shareholders
                           meeting in a General Meeting provided that are
                           confirmed in writing.

                       DISTRIBUTION OF PROFITS AND LOSSES

Article Twenty-Seventh     The fiscal year shall commence on January first and
                           shall end on December thirty-first.

Article Twenty-Eighth      Such profits as are obtained in each
                           fiscal year, pursuant to the financial statements,
                           shall be distributed in the following manner:

                           I.       Five percent shall be set aside to form and
                                    to reestablish, if appropriate, the reserve
                                    fund up to the amount of one-fifth of the
                                    share capital.

                           II.      Such amount as is designated by the meeting
                                    to compensate the Sole Administrator or the
                                    members of the Board of Directors, as the
                                    case may be, and the Shareholders
                                    Representative or Representatives, shall be
                                    set aside.

                           III.     Such amounts as the meeting decides to form
                                    provision funds shall be applied.

                           IV.      The remainder shall be distributed among
                                    shareholders in proportion to the amount of
                                    their shares shown. Profits shall not be
                                    distributable until they are converted into
                                    cash or divisible in kind; in the meanwhile,
                                    they shall be applied to the profit
                                    distributable account. No share whatsoever
                                    of the profits shall be granted to the
                                    founders, who only as shareholders shall
                                    have a right to receive dividends
                                    corresponding to such shares as they hold.
                                    In any case the stipulations of Article
                                    Nineteenth of the General Commercial
                                    Companies Law shall be followed.

Article                    Twenty-Ninth Such losses as exist shall be
                           distributed among shareholders in the same manner and
                           proportion indicated for the distribution of profits
                           in the preceding article, with the limitation in
                           their favor in Article Eighty-Seven of the General
                           Commercial Companies Law.

                           DISSOLUTION AND LIQUIDATION

Article Thirtieth          The company shall be dissolved in advance if
                           so resolved by a special general meeting of
                           shareholders.

                           The Meeting which agrees or which recognizes the
                           dissolution of the company shall elect one or more
                           liquidators, who shall execute the liquidation
                           subject to the Law. They shall have such authorities
                           as these bylaws indicate for the management body.

Article Thirty-First       For all matters not stipulated in these
                           bylaws, the stipulations of the General Commercial
                           Companies Law shall be followed supplementarily.

                              TRANSITIONAL ARTICLES

FIRST             The 1,000 (ONE THOUSAND) shares which represent the company's
                  share capital are distributed in the following manner:

                  SHAREHOLDER                                          SHARES
                  -----------                                          ------
                  Grupo SYR, S.A. de C.V.                                 998
                  Ricardo Martinez Cruz                                     1
                  Colchones Coloso, S.A.                                    1
                                                                     --------
                  Total                                                 1,000

SECOND            The shareholders meeting in their first Consultative General
                  Meeting adopt the following

                                   RESOLUTIONS

         1.       The management of the company is entrusted to a Sole
                  Administrator, naming Mr. Francisco Eduardo Helguera Ramirez,
                  who prior to this date accepted the position to which he has
                  been named, it being agreed not to order any surety whatsoever
                  for him to guarantee the performance of his functions.

                  To exercise his functions, Mr. Francisco Javier Helguera
                  Ramirez has been granted the authorities contained in Article
                  Fifteenth of the Corporate Bylaws, except that of subscribing
                  and granting credit instruments, granting guarantees and acts
                  of dominion without authorization from the Meeting.

         2        Mr. Francisco Javier Soni Ocampo, C.P.A., is named as Full
                  Shareholders Representative of the company and Mr. Manuel
                  Cueto Vega, C.P.A., is named as Alternate Shareholders
                  Representative.

         3.       The following powers of attorney for Elektrafin Comercial,
                  S.A., de C.V., are granted.

                  A. In favor of Mr. Ricardo Benjamin Salinas Pliego, a general
                  power of attorney for him to exercise the following
                  authorities:

                  a) A general power of attorney for litigation and collections
                  with all the general authorities and even with the special
                  ones which pursuant to the Law require a special clause under
                  the terms of the first paragraph of Article 2554 of the Civil
                  Code for the Federal District and the related articles of the
                  Civil Codes for the States of the Mexican Republic for which
                  reason he may, by way of example but not limited to, file and
                  abandon all types of procedures, including to abandon cases of
                  constitutional protection, to settle in arbitration, to
                  prepare interrogatories but not to answer them, to settle in
                  arbitration, to recuse, to make assignments of assets, to
                  receive payments and to file complaints and accusations in
                  criminal matters and to abandon the same when permitted by Law
                  and, in general, to represent the company before all types of
                  private parties and all types of administrative, judicial or
                  labor authorities, federal or local in nature, and before
                  federal and local Boards of Conciliation and Arbitration, and
                  other labor authorities;

                  b) A general power of attorney for acts of management under
                  the terms of the second paragraph of Article 2554 of the Civil
                  Code for the Federal District and its related articles of the
                  Civil Codes for the States of the Mexican Republic;

                  c) For acts of dominion under the terms of the third paragraph
                  of Article 2554 of the Civil Code for the Federal District and
                  its related articles of the Civil Codes for the States of the
                  Mexican Republic;

                  d) The following authorities and delegations are granted to
                  the agent in labor matters:

                  (i) Legal representation of the company pursuant to and for
                  the purposes of Articles 11, 46, 47, 132 Sections XV, XVI and
                  XVII, 134 Section III, 689 Sections I, II and III, 786, 787,
                  873, 874, 875, 876, 878, 880, 883, 884, 895 and subsequent,
                  905 and subsequent and 926 and subsequent of the Federal Labor
                  law;

                  (ii) Employer representation of the Company, under the terms
                  of Article 11 of the Federal Labor Law, for the purposes of
                  any conflict which might be filed against the company;

                  (iii) A general power of attorney for collections and acts of
                  administration, with all the general authorities and even the
                  special ones which pursuant to the Law require a special power
                  of attorney or clause, under the terms of the first two
                  paragraphs of Article 2554 of the Civil Code for the Federal
                  District, including, by way of example but not limited to, the
                  authorities indicated in Article 2587 of the aforementioned
                  Civil Code and its related articles in the Civil Codes for the
                  other States of the Mexican Republic and in Articles 11, 689
                  to 693 of the Federal Labor Law;

                  (iv) The power of attorney granted, the legal representation
                  which is delegated, and the employer representation which is
                  granted by means of the present instrument shall be
                  exercised by the agent with the following authorities which
                  are listed by way of example and not as a limitation, to act
                  before the union or unions with which there exist collective
                  or employment contracts and for all the purposes of
                  individual or collective conflicts; in general, for all
                  employer / employee conflicts, especially before the
                  Department of Labor and Social Security, its Offices,
                  Departments, Officials and Commissions in all matters
                  related to training, safety and hygiene and before the
                  Mexican Institute of Social Security, National Workers
                  Housing Fund and National Workers Consumption Fund, to
                  exercise before any of the labor authorities cited in the
                  Federal Labor Law; he may also appear before Boards of
                  Conciliation and Arbitration, whether local or federal or
                  before Temporary or Permanent Boards; as a result, he shall
                  have employer representation of the Company for the purposes
                  of Article 11, 46, 47, 134 Section II and 692 and other
                  related articles of the Federal Labor Law and also for the
                  legal representation of the company for the purposes of
                  proving agency and capacity in court or outside; he may, as
                  a result, also appear to hear verbal testimony under the
                  terms of Articles 787 and 788 of the Federal Labor Law, with
                  the broadest authorities to prepare but not to answer
                  interrogatories, to give verbal evidence in all its parts;
                  he may also indicate a domicile to receive notifications,
                  under the terms of Article 866 of the Federal Labor law; he
                  may appear with all designated sufficient legal
                  representation to conciliation hearings for litigation,
                  motions, the offering and acceptance of evidence cited in
                  Article 873 of the Federal Labor Law in all its three
                  phases, for conciliation, litigation and motions, the
                  offering and acceptance of evidence, under the terms of
                  Articles 875, 976 Sections I and IV, 877, 878, 879, and 880
                  of the Federal Labor Law; he may also attend hearings to
                  give evidence, under the terms of the terms of Articles 873
                  and 874 of the Federal Labor Law; likewise, authorities are
                  granted to the agent to propose conciliation settlements, to
                  enter into arbitration settlements, to take all types of
                  decisions, to negotiate and to sign labor agreements; at the
                  same time, he may act as the company's representative in his
                  capacity as labor administrator with respect to and for all
                  types of labor cases or procedures which are prosecuted
                  before any authorities of a labor nature and exercise all
                  types of actions, motions, defenses and counterclaims and to
                  agree to arbitration for such purposes. The agent shall
                  enjoy all the authorities of a general agent for litigation
                  and collections and acts of management, under the terms of
                  the first two paragraphs of Article 2554 of the Civil Code
                  for the Federal District including, by way of example but
                  not limited to, the authorities indicated in Article 2587 of
                  the aforementioned Civil Code and its related articles of
                  the Civil Codes for the other states of the Mexican Republic
                  in which the present power of attorney is exercised, and may
                  also file any appeal or incidental procedure which is
                  appropriate, as well as filing a direct or indirect case of
                  constitutional protection and even to abandon them;

                  e) A power of attorney to grant, sign, endorse, guarantee and
                  in any other manner negotiate credit instruments, under the
                  terms of Article ninth of the General Credit Instruments and
                  Transactions Law;

                  f) Authority to open, operate and cancel accounts of all
                  types, in any financial institution, national or foreign, as
                  well as to make deposits and to draw against them and to
                  designate and cancel the designation of persons who draw
                  against the same;

                  g) Authority to replace and to grant general or special powers
                  of attorney within the limit of the aforementioned authorities
                  and to revoke such powers of attorney as he grants in exercise
                  of this authority.

                  B. A general power of attorney for acts of dominion under the
                  terms of the third paragraph of Article two thousand five
                  hundred forty-four of the Civil Code for the Federal District
                  and its related articles of the Civil Codes for the States of
                  the Mexican Republic, in favor of Messrs. Pedro Logona
                  Padilla, Ricardo Martinez Cruz, Arturo Ramos Ochoa, and
                  Filberto Jimenez Diaz, who, to exercise them, shall do so
                  jointly between two of them, with the understanding that thee
                  other agents may only exercise this authority when they
                  exercise it jointly with one of either Messrs. Pedro Padilla
                  Longona or Ricardo Martinez Cruz.

                  C. A general power of attorney for litigation and collections
                  with all the general authorities and even with the special
                  ones which, pursuant to the Law, require a special clause,
                  under the terms of paragraph one of Article 2554 of the Civil
                  Code for the Federal District and its related articles of the
                  Civil Codes for the States of the Mexican Republic, which is
                  granted to Messrs. Pedro Padilla Longona, Ricardo Martinez
                  Cruz, Arturo Ramos Ochoa, Filberto Jimenez Diaz, Luis Jorge
                  Encharte Fernandez, Gustavo Vega Vazquez, Pablo Prudencio
                  Colado Casares, Javier Sarro Cortina, Jorge Narvaez Mazzini,
                  Mauro Aguirre Regos, Gonzalo Garcia de Luca, Fernando Roberto
                  Garcia Rochin, Victor Manuel Ruiz Ramirez and Gabriel
                  Roqueferi Relo, which they may exercise individually. By way
                  of example, but not limited thereto, the agents are authorized
                  to file and abandon all types of procedures, including to
                  abandon cases of constitutional protection, to settle, to
                  agree to arbitration, to make and answer interrogatories, to
                  agree to arbitration, to recuse, to make assignments of
                  assets, to receive payments and to file complaints and
                  accusations in criminal matters and to abandon the same when
                  permitted by Law and, in general, to represent the company
                  before all types of private parties and all types of
                  administrative, judicial or labor authorities, federal or
                  local in nature, and before federal and local Boards of
                  Conciliation and Arbitration, and other labor authorities;

                  D. A general power of attorney for acts of management under
                  the terms of the second paragraph of Article 2554 of the Civil
                  Code for the Federal Districts and its related articles of the
                  Civil Codes for the States of the Mexican Republic, which is
                  granted in favor of Messrs. Pedro Padilla Longona, Ricardo
                  Martinez Cruz, Arturo Ramos Ochoa, Filberto Jimenez Diaz, Luis
                  Jorge Echarte Fernandez, Gustavo Vega Vazquez, Pablo Prudencio
                  Colado Casares, Javier Sarro Cortina, Jorge Narvaez Mazzini,
                  Mauro Aguirre Regis, Gonzalo Garcia de Luca, Fernando Roberto
                  Garcia Rochin, Victor Manuel Ruiz Ramirez and Gabriel
                  Roqueferi Relo, which they may exercise individually.

                  E. The following powers of attorney and authorities in labor
                  matters in favor of Messrs. Pedro Padilla Longona, Ricardo
                  Martinez Cruz, Arturo Ramos Ochoa, Filberto Jimenez Diaz, Luis
                  Jorge Echarte Fernandez, Gustavo Vega Vazquez, Pablo Prudencio
                  Colado Casares, Javier Sarro Cortina, Jorge Narvaez Mazzini,
                  Mauro Aguirre Ragis, Gonzalo Garcia de Luca, Fernando Roberto
                  Garcia Rochin, Victor Manuel Ruiz Ramirez and Gabriel Roquefi
                  Relo, who may exercise it individually.

                  (i) Legal representation of the company pursuant to and for
                  the purposes of Articles 11, 46, 47, 132 Sections XV, XVI and
                  XVII, 134 Section III, 689 Sections I, II and III, 786, 787,
                  873, 874, 875, 876, 878, 880, 883, 884, 895 and subsequent,
                  905 and subsequent and 926 and subsequent of the Federal Labor
                  law;

                  (ii) Employer representation of the Company, under the terms
                  of Article 11 of the Federal Labor Law, for the purposes of
                  any conflict which might be filed against the company;

                  (iii) A general power of attorney for collections and acts of
                  administration, with all the general authorities and even the
                  special ones which pursuant to the Law require a special power
                  of attorney or clause, under the terms of the first two
                  paragraphs of Article 2554 of the Civil Code for the Federal
                  District, including, by way of example but not limited to, the
                  authorities indicated in Article 2587 of the aforementioned
                  Civil Code and its related articles in the Civil Codes for the
                  other States of the Mexican Republic and in Articles 11, 689
                  to 693 of the Federal Labor Law;

                  (iv) The powers of attorney granted, the legal
                  representation which is delegated, and the employer
                  representation which is granted by means of the present
                  instrument shall be exercised by the agents with the
                  following authorities which are listed by way of example and
                  not as a limitation, to act before the union or unions with
                  which there exist collective or employment contracts and for
                  all the purposes of individual or collective conflicts; in
                  general, for all employer / employee conflicts, especially
                  before the Department of Labor and Social Security, its
                  Offices, Departments, Officials and Commissions in all
                  matters related to training, safety and hygiene and before
                  the Mexican Institute of Social Security, National Workers
                  Housing Fund and National Workers Consumption Fund, to
                  exercise before any of the labor authorities cited in the
                  Federal Labor Law; they may also appear before Boards of
                  Conciliation and Arbitration, whether local or federal or
                  before Temporary or Permanent Boards; as a result, they
                  shall have employer representation of the Company for the
                  purposes of Article 11, 46, 47, 134 Section II and 692 and
                  other related articles of the Federal Labor Law and also for
                  the legal representation of the company for the purposes of
                  proving agency and capacity in court or outside; they may,
                  as a result, also appear to hear verbal testimony under the
                  terms of Articles 787 and 788 of the Federal Labor Law, with
                  the broadest authorities to prepare but not to answer
                  interrogatories, to give verbal evidence in all its parts;
                  they may also indicate a domicile to receive notifications,
                  under the terms of Article 866 of the Federal Labor law;
                  they may appear with all designated sufficient legal
                  representation to conciliation hearings for litigation,
                  motions, the offering and acceptance of evidence cited in
                  Article 873 of the Federal Labor Law in all its three
                  phases, for conciliation, litigation and motions, the
                  offering and acceptance of evidence, under the terms of
                  Articles 875, 876 Sections I and IV, 877, 878, 879, and 880
                  of the Federal Labor Law; they may also attend hearings to
                  give evidence, under the terms of the terms of Articles 873
                  and 874 of the Federal Labor Law; likewise, authorities are
                  granted to the agents to propose conciliation settlements,
                  to enter into arbitration settlements, to take all types of
                  decisions, to negotiate and to sign labor agreements; at the
                  same time, they may act as the company's representative in
                  their capacity as labor administrator with respect to and
                  for all types of labor cases or procedures which are
                  prosecuted before any authorities of a labor nature and
                  exercise all types of actions, motions, defenses and
                  counterclaims and to agree to arbitration for such purposes.
                  The agents shall enjoy all the authorities of a general
                  agent for litigation and collections and acts of management,
                  under the terms of the first two paragraphs of Article 2554
                  of the Civil Code for the Federal District including, by way
                  of example but not limited to, the authorities indicated in
                  Article 2587 of the aforementioned Civil Code and its
                  related articles of the Civil Codes for the other states of
                  the Mexican Republic in which the present power of attorney
                  is exercised, and may also file any appeal or incidental
                  procedure which is appropriate, as well as filing a direct
                  or indirect case of constitutional protection and even to
                  abandon them;

                  F. A power of attorney to grant, sign, endorse, guarantee and
                  in any other manner negotiate credit instruments, under the
                  terms of Article Ninth of the General Credit Instruments and
                  Transactions Law, in favor of Mr. Pedro Padilla Longona,
                  Ricardo Martinez Cruz, Arturo Ramos Ochoa, Filberto Jimenez
                  Diaz, Luis Jorge Echarte Fernandez, Gustavo Vega Vazquez,
                  Pablo Prudencio Colado Casares, Javier Sarro Cortina, Jorge
                  Narvaez Mazzini, Mauro Aguirre Regis, Gonzalo Garcia de Luca
                  and Fernando Roberto Garcia Rochin, which authorities, to
                  exercise them, they must exercise jointly between any two of
                  them.

                  G. Authority to grant general or special powers of attorney
                  and to revoke those powers of attorney which they grant in the
                  exercise of this authority, which is granted to Messrs. Pedro
                  Padilla Longona, Ricardo Martinez Cruz, Filberto Jimenez Diaz,
                  Luis Jorge Echarte Fernandez, Pablo Prudencio Colado Casares,
                  and Javier Sarro Cortina, which authority they may exercise
                  individually or jointly pursuant to the authorities which have
                  been granted to them.

THIRD             The corporate fiscal year shall run from January first through
                  December thirty-first of each year, with the exception of the
                  first fiscal year which shall run from the date the present
                  document is signed until December thirty-first of nineteen
                  hundred ninety-nine.

<PAGE>


                                                                  June 21, 2000



     The undersigned does hereby represent and certify that the above Corporate
Bylaws of Elektrafin Comercial, S.A. de C.V. is a fair and accurate
representation of the original Estatutos Sociales de Elektrafin Comercial, S.A.
de C.V.



                                        Grupo Elektra, S.A. de C.V.


                                        By: /s/ Ricardo Martinez Cruz
                                            -------------------------


<PAGE>



                       ELEKTRAFIN COMERCIAL, S.A. DE C.V.

                   GENERAL EXTRAORDINARY SHAREHOLDERS MEETING

                               DECEMBER 1st, 1999

     In the city of Mexico, Federal District, at 12:30 hours on December 1st,
1999, there assembled at the corporate domicile of Elektrafin Comercial, S.A. de
C.V., the shareholders of such company with the purpose of holding a General
Extraordinary Shareholders Meeting.

     Mr. Jaime Enrique Basurto Rosas presided over the meeting and Mr. Ricardo
Martinez Cruz acted as Secretary, both designated unanimously by the persons
present.

     The Chairman designated Messrs. Marco Polo Castro Perez and Lourdes Cerda
Suarez as Tellers for the Meeting who accept their appointment and in the
discharge of their duties prepare the List of Attendance that is attached
herein, showing that the total amount of shares in which is divided the capital
stock of the company are present or represented, as hereinafter is listed:

                                 ATTENDANCE LIST

Shareholder                                        Shares

Grupo SYR, S.A. de C.V.                              998
Represented by Jaime E. Basurto Rosas
Federal Registry of Taxpayers:
GSY-911213-UQ3

Ricardo Martinez Cruz                                  1
Federal Registry of Taxpayers:
MACR-701007-IGA

Colchones Coloso, S.A. de C.V.                         1
Represented by Ricardo Martinez Cruz
Federal Registry of Taxpayers:
CCO-590905-QX6

Total.-                                            1,000

     Whereas the entire capital stock of Elektrafin Comercial, S.A. de C.V. is
represented, the Chairman declared the Meeting duly convened without need of
prior publication of the respective call as set forth in article 188 of the
General Law of Commercial Companies. Thereupon, the Chairman read the following:

                                     AGENDA

I.   Partial amendment of these By-Laws.

II.  Submittal, discussion and, as the case may be, approval of the proposal to
     merge the Company, as well as the terms in which such merge will be
     formalized and general resolutions.

III. Designation of Special Delegates.

     POINT ONE. Pursuant to the first item on the Agenda, the Chairman submitted
into the consideration of the present shareholders, the project of amendment of
article second of the By-Laws, so that the Company is allowed to bind itself on
behalf of third parties, either individuals or juridical persons, by adding this
attribution to its corporate purpose.

     The shareholders discussed the previous proposition and the shareholders
unanimously took the following:

                                   RESOLUTIONS

     SOLE.- The amendment of article second of the By-Laws of the Company is
approved in order to remain as follows:

     ARTICLE SECOND.- The company shall have as purpose:

(a)  To plan, design and carry out the construction of all type of real assets,
     buildings, housing, lots, settlements, condominiums; its demolition,
     restoration, modification, sales purchase, lease, comomodation, and any
     other legal act over them.

(b)  To render professional advisory services and the preparation of studies and
     projects in the different fields of engineering to all type of individuals,
     enterprises, industries, business and governmental entities, either
     municipal, state or federal; individuals or juridical persons, either
     nationals or from abroad that apply for them.

(c)  Planning, construction, equipment, maintenance, supervision, demolition or
     professional disqualification of all kind of civil works such highways,
     bridges, roads, earthworks; electric facilities, hydraulic facilities,
     perforation of deep wells; the performance of analysis, auditing and
     environmental monitories.

(d)  The design, fabrication, mounting, alienation, lease, commodation,
     supervision and maintenance of apparatus, machinery, metallic structures
     and equipment related with the purposes of the company.

(e)  Sales purchase, fabrication, storage, transportation, distribution, import
     and export of all kind of construction materials and different equipment
     pertaining to the economic activity of the enterprise.

(f)  Acquisition and alienation by any title of personal or real assets
     necessary for the compliance of its corporate purpose.

(g)  Promotion of residences, buildings and housing of social interest or
     luxurious housing before national or foreign financial institutions, social
     security institutions, unions and other credit organizations.

(h)  To apply, publish, register, franchise, transfer or license, and any other
     way to acquire and dispose of the rights of industrial property derived
     from trademarks, commercial notices and trade names, petite patents,
     inventions, designs and industrial secrets and other legal figures, as well
     as copyrights.

(i)  To obtain all kind of authorizations and permits to carry out its corporate
     purpose from governmental ambits, that are dependent, connected or
     incidental related with its activity and permitted by law.

(j)  To promote, constitute, exploit and to participate in the capital stock and
     patrimony of all kind of commercial companies, of services and of any other
     type.

(k)  The execution of all the acts and to enter into covenants and agreements
     either civil, labor, administrative, mercantile or of any other nature,
     that directly or indirectly are related with the above purposes and that
     are consequence of the same, as well as the execution of all kind of
     commission acts and mercantile mediations needed for the purpose of the
     company; to hire all kind of services, to accept and confer commissions,
     options, preferences and concessions of all type of activities; to grant
     real guarantees, such as to assess, mortgage, pledge, secure, issue,
     endorse and subscribe any credit instruments, to issue obligations, accept
     drafts on behalf of the same company or of third parties, to acquire shares
     or interests of other mercantile and civil companies, and also regarding
     its purposes, to confer general or special powers of attorney with or
     without faculties of substitution and to revoke them.

(l)  The realization and creation of publicity campaigns and promotions related
     with its corporate purpose.

(m)  To grant surety, bonds and guarantees of any kind, either real or personal,
     regarding the obligations of the company or of third parties, individuals
     or juridical persons with which the company has business relations.

(n)  Any other act that is necessary for the best attainment of its corporate
     goals.

     POINT TWO. Under the second item of the Agenda, the Chairman explained the
shareholders, the convenience of merging the Company, as merging company, with
Elektrafin, S.A. de C.V., as merged company, in the terms that were explained in
detail. Likewise, the covenant according to which the merger will be carried out
was submitted to the shareholders for their analysis and commentaries. Finally,
the Chairman distributed among the present shareholders the General Balance of
the company and the general balance of Elektrafin, S.A. de C.V., both as of
October 31st, 1999, which will be taken as basis in order to carry out the
merger in terms of the General Law of Commercial Companies.

     The Shareholders, after studying the documents above mentioned and taking
into consideration the merge basis, unanimously take the following:

                              R E S O L U T I O N S

     "1. It is approved the merger of Elektrafin Comercial, S.A. de C.V. with
Elektrafin, S.A. de C.V., where Elektrafin Comercial, S.A. de C.V. subsists as
merging company and Elektrafin, S.A. de C.V. disappears as merged company".

     "2. It is approved and ratified the Covenant of Merger between Elektrafin
Comercial, S.A. de C.V. and Elektrafin, S.A. de C.V., to be drafted in the
following terms:

                               COVENANT OF MERGER

     FIRST. The parties agree in merging Elektrafin Comercial, S.A. de C.V. with
Elektrafin, S.A. de C.V. in the terms and conditions of this Covenant, in the
intelligence that Elektrafin Comercial, S.A. de C.V. will subsist as merging
company and Elektrafin, S.A. de C.V. as merged company, will disappear.

     SECOND. The parties agree in taking into account the figures showed in the
general balances as of October 31, 1999, to carry out the merger referred to in
the above First Clause.

     THIRD. By virtue of the merger, in this act are transmitted to Elektrafin
Comercial, S.A. de C.V., universitas iuris, without reserve or restrictions the
total amount of assets, shares and rights and passives, obligations and
responsibilities of Elektrafin, S.A. de C.V. so that they may form part of the
assets and passives of Elektrafin Comercial, S.A. de C.V., with all the rights
and obligations inherent to the same, in the understanding that Elektrafin
Comercial, S.A. de C.V. acknowledge and take all the passives of Elektrafin,
S.A. de C.V. in the date of merger, by subrogating in all the rights and
obligations that may correspond to them before and after the formalization of
this merger.

     FOURTH. The merger will be effective for the parties on December 8, 1999.
The merger will be effective before third parties as of the date of registration
in the Public Registry of Commerce in Mexico, Federal District.

     "3. As a consequence of the merger approved in Resolution 1 above, the
capital stock of Elektrafin Comercial, S.A. de C.V. is increased in the amount
of $73,111,233.00 (seventy three million one hundred and eleven thousand two
hundred and thirty three pesos 00/100 currency of the United States of Mexico),
to remain into the amount of $98,111,233.00 (ninety eight million one hundred
eleven thousand and two hundred and thirty three pesos 00/100 currency of the
United States of Mexico).

     "4. To represent the increase of the capital stock of the Company, 5000
(five thousand) common, registered non par value Series "B" shares
representative of the variable part of the capital stock are issued and will be
subscribed in the following manner by Grupo SYR, S.A. de C.V. and by Grupo
Empresarial Elektra, S.A. de C.V. to constitute the capital stock of Elektrafin
Comercial, S.A. de C.V., as follows:

Shareholder                         Series A         Series B          Total

Grupo SYR, S.A. de C.V.               998             4,945            5,943
Represented by Jaime E.
Basurto Rosas
Federal Registry of Taxpayers:
GSY-911213-UQ3

Ricardo Martinez Cruz                    1                                 1
Federal Registry of Taxpayers:
MACR-701007-IGA


Grupo Empresarial Elektra,              55                                55
S.A. de C.V.
Federal Registry of Taxpayers:
GEE-950111-AF3

Colchones Coloso, S.A. de C.V.            1                                1
Represented by
Ricardo Martinez Cruz
Federal Registry of Taxpayers:
CCO-590905-QX6
Total.-                                1000            5000             6000

     "5. The new Final Titles or Provisional Certificates of shares will be
issued within the legal term to cover the 5000 (five thousand) common,
registered, non par value, Series "B" shares that represent the increase of the
capital stock in the variable part and they will be deposited in S.D. Indeval,
S.A. de C.V. It is pointed out that all the shares will have the same abstract
value, independently of the fixed of variable part of the capital stock that
they represent as established in article 112 of the General Law of Commercial
Companies".

     "6. According to what it is set forth in Article 223 of the General Law of
Commercial Companies, the merger resolution taken in this Meeting contained in
Resolution number 1 above, the General Balances of the Companies as of October
31, 1999, as well as a summary of the principal merger resolutions will be
published in the Federal Official Gazette".

     POINT THREE. Dealing with the third point of the Agenda, the Shareholders
unanimously adopted the following:

                               R E S O L U T I O N

     Messrs. Jaime Enrique Basurto Rosas, Ricardo Martinez Cruz, Lourdes Cerda
Suarez, Marco Polo Castro Perez and Jesus Morales Aguilar, indistinctly, were
authorized so that, jointly or separately, in the name and on behalf of the
company and as special delegates of this meeting; a) make the publication in the
Federal Official Gazette of the merger resolution taken in this meeting and in
the General Balance of the company as of October 31, 1999, b) to record
officially in one instrument the merger resolution before the Notary Public of
their election; c) to carry out the necessary transactions and to register the
corresponding deed in the Public Registry of Commerce of the Federal District;
d) to comply with what it is set forth in chapter third of the Federal Law of
Economic Competency, regarding the notice of concentration, as the case may be,
and, in general, take all the measures and sign all the necessary documents to
formalize and to comply with the resolutions adopted by this Meeting, before
particulars and authorities.

     The Chairman asked the present shareholders if they have any other matter
to discuss. There being no further business to discuss, the Meeting was
adjourned and these Minutes were prepared as a record thereof and signed by the
Chairman and the Secretary of the Meeting.

     The Meeting was adjourned at 14:00 hours on December 1st, 1999.

     Jaime Enrique Basurto Rosas.- Chairman.- Signature.- Ricardo Martinez
Cruz.- Secretary.- Signature.- Marco Polo Castro Perez.- Teller.- Signature.-
Lourdes Cerda Suarez.- Teller.- Signature.


<PAGE>


                                                                  June 21, 2000



     The undersigned does hereby represent and certify that the above Amendment
to the Corporate Bylaws of Elektrafin Comercial, S.A. de C.V. is a fair and
accurate representation of the original Reforma de Estatutos Sociales de
Elektrafin Comercial, S.A. de C.V.


                                        Grupo Elektra, S.A. de C.V.


                                        By: /s/ Ricardo Martinez Cruz
                                            -------------------------