Deed of a Trust

V O L U M E N.-

DEED.-

In the city of ________, _____ the ______ of the year 2005, two thousand and five, in the presence of the Public Notary number _____, Mr._______, in exercise of this District ___________________, I testify: - - - - - - - - - - - - - - - - - - - - - - - - - - - -

IRREVOCABLE TRUST OF WARRANTY THAT CARRY OUT, AS TRUSTOR AND TRUSTEE IN SECOND PLACE THE COMPANY ________________,SOCIEDAD ANÓNIMA DE CAPITAL VARIABLE, REPRESENTED BY ITS PROXY, FOR THE PURPOSE OF THE FOLLOWING DEED WOULD BE KNOWN AS "TRUSTOR AND TRUSTEE IN SECOND PLACE"; APPEARING AS WELL AS TRUSTEE IN FIRST PLACE THE COMPANY MINSTER FINANCE LTD, REPRESENTED BY ITS PROXY, MR. , FOR THE PURPOSE OF THE FOLLOWING DEED WOULD BE KNOWN AS "TRUSTEE IN THE FIRST PLACE"; APPEARING AS WELL AS FIDUCIARY, BANCA AFIRME, SOCIEDAD ANÓNIMA, INSTITUCIÓN DE BANCA MÚLTIPLE, AFIRME GRUPO FINANCIERO, REPRESENTED BY ITS FIDUCIARY REPRESENTATIVES MR. ISRAEL RODAL ESPINOZA AND MR. JULIO CESAR VALDÉZ RODRÍGUEZ, FOR THE PURPOSE OF THE FOLLOWING DEED WOULD BE KNOWN AS "FIDUCIARY"; AGREED BY THE APPEARING PARTS BEFORE MENTIONED, ACCORDING TO THE FOLLOWING STATEMENTS AND CLAUSES- - - S T A T E M E N T S - - - - - - - - - - - - - - - I.- The TRUSTOR AND TRUSTEE IN SECOND PLACE states through his proxy and under oath, states the following; ------------

a).- That the company that he represents, is incorporated as a variable, legally constituted according to the Mexican Laws, and in its purpose it mentions that its capable to give fiduciary warranty, according to the Public Deed number ___, dated ______, made in the presence of the Public Notary number ___, Mr. ____ , of the city of _______, registered in the Public Register, under the number ______, Page ____, Volume ____, Book ____, Commercial Section, dated ______. b).- That has the necessary powers to carry out the following, powers that have not being modified, nor revoked in any way, proving it with Public Deed number ___, dated ______, made in the presence of the Public Notary number ___, Mr. ____ , of the city of _______, registered in the Public Register, under the number ______, Page ____, Volume ____, Book ____, Commercial Section, dated ______ of 19__.

c).- That the company that he represents has a Federal Tax Payment Registration _____________, having its address in _____________, of the city of Monterrey, Nuevo León, ________, according to the article 115 of the Law of Credit Institutions, Published in the Official Diary of the Federation of March the tenth of 1997, including for the record a copy of all the documents mentioned in the points a) and b) as well as a copy of the federal registry of Tax payments document and a copy the proves its address, added as ¡ Annex "___".

d) That it legally owns and posses the following real state properties:

Non of the plots mentioned before have any burden, mortgage nor limitation ownership , proving this with the certificates issued by the Public Registry, up to date in tax payment proved with the receipts that demonstrate the payment of the current bimester, issued by the State Treasury, documents added as annex "___".

e) That the mentioned real state property was acquired by ___________________________, according to public deed number ___, dated ______, made in the presence of the Public Notary number ___, Mr. ____ , of the city of _______, registered in the Public Register, under the number ______, Page ____, Volume ____, Book ____, Commercial Section, dated ______ of 19__.

f) That the price of the real state property is _________in accordance with the valuation made by __________ dated __________________, document added as Annex "___".

g) That is its pretension to constitute this Trust henceforth known as TRUST, to create an autonomous patrimony with the purpose to guarantee the punctual and complete fulfillment of the obligations related to its charge warranty limited to the content of the patrimony (will be known as DEBTOR in case that is not properly the TRUSTOR AND TRUSTEE IN SECOND PLACE, but a third party whom or which is being guaranteed), derived of the Contract of ________ with fiduciary warranty, (known as Credit Contract) before the TRUSTEE IN FIRST PLACE and added as an Annex "___".

II.- The Representatives of the TRUSTEE IN FIRST PLACE state and under oath manifest, the following;

a) That the company that they represent is a Credit Institution constituted in accordance to the Laws of ______, and its authorized to celebrate this Trust, proving it with copy of its act corporation, with apostil added to the appendix of the this Deed.

b) That the document that proves their legal representation is named _______, dated ______, with its proper apostil, a copy of it is added to the appendix of this Deed..

c) That the company they represent has agreed to carry out this TRUST, and in accordance to the terms established in this deed, as well as all of its obligations are warranted by the DEBTORS, of the CREDIT CONTRACT _______________.

d) The FIDUCIARY made it know the importance of the article 106 of the Law of Credit Institutions, in the terms stated in the point d), of the III Statement of this Trust.

e) ____________......

III.- The Fiduciary representative of The FIDUCIARY, under oath states the following;

a) That the Institution that they represent is a Credit Institution constituted in accordance of the Mexican Laws and authorized to celebrate this Trust.

b) That they prove their function as Fiduciary Representatives with Public Deed number _____, dated _____ of 20__, made in the presence of the Public Notary number ___, Mr. ______ of the Distrito Federal, registered by the number _____.

c) That has the necessary attributions to carry out this trust in the name of the FIDUCIARY, and that this attributions have not been modified or revoked in any way.

d) That according to the article 106 section XIX of the Law of Credit Institutions, the FIDUCIARY, status that has explained this article to the other parties, and that textually this article says::

"Art. 106.- It is forbidden to the Credit Institutions: ....

XIX.- To carry out operations referred to the article 46 section XV of this Law:.....

b)to guarantee to the Trustor, or mandators for the nonfulfillment of the debtors, for the credits given, and the issuers for the goods acquired unless they are responsible for it, according to the corresponding law.