5.1 Both parties hereto agree that management of FCAM shall be vested in the Board of Directors of FCAM， in accordance with the Articles of Incorporation of FCAM and any applicable provisions of this Agreement. (来源：英语学习门户 http://www.EnglishCN.com)

　　5.2 Both parties here agree that vesting management of FCAM in its Board of Directors requires such Board to be responsible， among others， for approving the overall business plan of FCAM to be submitted to both parties hereto for review and approval， and for monitoring the business plan approved by both parties.

　　5.3 Notwithstanding the provision of 5.1 above. both parties hereto shall， as often as either party hereto may desire， consult with each other seeking mutual agreement， in good faith and in mutual trust. on all matters that either of the parties hereto may desire to so discuss relating to the conduct of the business of FCAM or management of FCAM， prior to discussion and decision at a meeting of the Board of Directors or a general meeting of the share-holders of FCAM.

　　Such matters shall include the following， which are described by way of example but not limitation：

　　（1） Business or management policy to be followed by FCAM；

　　（2） Short， middle and long term business plan and its amendments；

　　（3） Increase or decrease of the capital stock；

　　（4） Increase or decrease in the number of members of the Board of Directors， or re-election of the Directors；

　　（5） Review and approval of the financial statements and distribution of profits for each fiscal year of FCAM. With regard to Declaration of Dividends and distribution of profits of FCAM， it is the intention of both parties hereto to follow a policy where by there will always be sufficient internal reserves provided for the healthy operation of the business before dividends are declared and paid. Also， it is the intention of both parties hereto to arrive at any such Dividend Declarations and payments through a process of mutual agreement.

　　（6） Financing of operations and expansion of FCAM

　　（7） Important personnel affairs；

　　（8） Expansion of production capacity；

　　（9） Commitment of FCAM to any agreement or other arrangement the performance of which will extend beyond one year；

　　（10） Introduction of new products

　　（11） Hiring of examiners and legal counsel for FCAM.

　　5.4 In so far as any matter is legally required to be decided by the Board of Directors and/or the general meeting of the shareholders， both parties hereto shall cause their nominees on the Board and their representatives or proxies at an ordinary or extraordinary general meeting of the shareholders to vote in favor of the decision reached by mutual consent during the consultation contemplated in 5.3 above.

　　5.5 Both parties hereto agree to ensure that FCAM will， to the maximum extent practicably possible， use the forms and requirements of Y for reporting and retrieval of management and financial information to be given by FCAM to both parties hereto， and that FCAM shall prepare and keep accounting and financial records and books available for inspection or audit by either party hereto.

　　5.6 It is understood and agreed that the Board of Directors of FCAM shall establish from time and time the limits of authority of the General Manager and other officers of FCAM as well as the powers of attorney to represent FCAM in the understanding that all cheques， bills of exchange， promissory notes or any other negotiable instruments for payment of money and on behalf of FCAM shall at all times be signed jointly by two attorneys in fact appointed by the Board of Directors of FCAM， provided that one of them shall be the General Manager， the Administrative and Finance Manager， the Commercial Manager or the Manufacturing Manager， and shall be the Accounting Manager， the general Accountant， the Comptroller or other officer reporting to the Accounting Manager in order that such cheques， etc.， can be valid and binding on FCAM.

　　CLAUSE 6. TRANSFER OF PERSOFCAMEL：

　　6.1 In addition to those personnel to be appointed as members of the Board of Directors of FCAM， both parties hereto agree to transfer， if and to the extent mutually agreed upon as necessary or desirable， their respective employees to FCAM to staff key positions of corporate organization of FCAM. It is contemplated by both parties hereto that________ will staff the positions of Accounting Manager and manufacturing Manager as well as appoint Assistant Manager for marketing and_________ will staff the positions of General Manager， Commercial Manager and General Administration and Finance Manager. During temporary absences of the General Manager， the overall administration of FCAM shall be entrusted to the Accounting Manager or manufacturing Mamager as___________ shall have designated.

　　6.2 Salaries， including allowances for such personnel transfer either from X or Y shall be paid by FCAM during the period such personnel work for FCAM， and costs and expenses incurred for transfering such personnel，including the expense for traveling between _______________ and Mexico， shall be paid or reimbursed by FCAM to X or to Y， as the case may be， to such extent as mutually agreed by both parties hereto. Payment or reimbursement to Y shall be made in United States of America dollars.

　　6.3 Nothing herein contained shall be interpreted to prevent FCAM from recruiting and employing its own managers or other employees in the discretion of FCAM.

　　6.4 Both parties hereto agree that to insure efficient and well coordinated management of FCAM， the Board of Directors of FCAM shall require the General Manager of FCAM to have periodic meetings with the key Managers of FCAM， to jointly review and discuss the more important matters related to their respective areas and the General Manager shall re-port to the Board of Directors or request its advise on matters of policy and also on those policy matters where a concurrence of opinion is not reached among the key Managers.

　　CLAUSE 7. SALE OF MACHINERY

　　Both parties hereto agree， and shall cause FCAM to agree， that Y will sell to FCAM and FCAM will buy from Y through all the specialized machinery which shall be determined by mutual consultation between Y and FCAM for the effective utilization of the technical know how furnished by Y to FCAM under the Technical Assistance Agreement at prices and on such terms and conditions which are determined by mutual agreement between both parties hereto. It is understood and agreed that Y shall not be required to furnish the technical information to FCAM under the Technical Assistance Agreement until the Technical Assistance Agreement shall have become effective as therein provided.

　　CLAUSE 8. COOPERATION OF BOTH PARTIES：