8.1 Upon reasonable request of FCAM， Y as the joint venture partner， agrees to render cooperation to FCAM by allowing Mexican managers and other staff or key employees of FCAM access to current training programs lone by Y. (来源：英语杂志 http://www.EnglishCN.com)

　　8.2 Upon reasonable request of FCAM and under such terms and conditions as shall be then mutually agreed upon in writing or otherwise， Y or X as the case may be， agrees to render cooperatin to FCAM as much as practicably possible， by giving advice， information and assistance or by making available the services of their staff personnel， or in any other manner the party rendering the cooperation deems fit on the following matters， it being understood however that Y as the joint venture partner in the mother country of FCAM shall primarily render cooperation the FCAM on the matters of A group and X shall primarily render cooperation to FCAM on the matters of B group：

　　A.

　　（1）Acquisition of import licenses for machinery， components and materials；

　　（2） Recruiting and employment of workers；

　　（3） Settlement of labor disputes；

　　（4） Registration or any other legal procedures to be effected by FCAM under laws and regulations from time to time in force； acquisition of licenses， incentives， permissions and authorizations from the authorities of the Mexican Government；

　　（5） Advice on Mexican laws regarding taxes and on Mexican accounting practices；

　　（6） Negotiations with the authorities of the Mexican Government and

　　（7） Suits or any other legal actions with third parties instituted by or against FCAM；

　　（8） Commercial help when required by FCAM to increase the sale of the PRODUCTS by FCAM so as to achieve the business target from time to time established by FCAM.

　　B.

　　（1） Marketing of PRODUCTS. Market research and product planning； so as to achieve the business targets from time to time established by FCAM.

　　（2） Preparation of advertising and marketing aids relating to PRODUCTS；

　　（3） Purchase of components and materials；

　　（4） Acquisition of licenses， permissions of third parties under such third parties，patents or other industrial property rights；

　　（5） Accounting and financial analysis， cost calculations；

　　（6） Technical help when required by FCAM under and to the extent of the Technical Assistance Agreement， to solve production problems or to improve plant operating efficiencies to the extent possible under Mexican conditions.

　　8.3 Nothing set forth in 8.1 or 8.2 above shall be construed or interpreted to require either party hereto to be responsible， jointly or severally with FCAM， for the matter specified above or prosecution or implementation thereof （FCAM shall be solely responsible for such. matters or prosecution or implementation thereof）， or to require either party rendering the cooperation to FCAM to bear any costs or expenses incurred in prosecuting or implementing the matter specified above （such costs and expenses shall be borne solely by FCAM）. It is also under stood that upon request of X or Y， actual costs and expenses previously agreed upon by FCAM and incurred for rendering said cooperation shall be paid or reimbursed by FCAM to X and as the case may be. Payment or reimbursement to ______________shall be made in United States of American dollars.

　　CLAUSE 9. TERM TERMINATION：

　　9.1 This Agreement shall become effective as of the date that the last governmental referred to in 1.4 of CLAUSE 1 hereof shall have been obtained， subject to the registration referred to in l.5 of CLAUSE I hereof， and shall thereafter continue in full force and effect， so long as both X and Y continue to be shareholders of FCAM.

　　9.2 This Agreement shall terminate upon the occurrence of any of the following events：

　　（1） The sale or other disposition by X on the one hand， or by Y on the other hand， of all of their shares in FCAM in accordance with the terms of and in the manner permitted by the Articles of Incorporation of FCAM， so that no shares of FCAM are owned by Y on the one hand， or _________ on the other hand；

　　（2） The expiration of thirty （30） calendar days after a petition in bankruptcy shall have been filed by or against FCAM and such petition shall not have been discharged such thirty （30） calendar day period； or upon assignment of all or substantially all of FCAM’s proper－ties for the benefit of creditors； or upon the appointment of a receiver or trustee to take charge of all or substantially all of FCAM’s properties； or upon the voluntary or involuntary dissolution of FCAM；

　　（3） Any of the events described in 2） above shall have occurred with respect to X in stead of FCAM；

　　（4） Any of the events described in 2） above shall have occurred with respect to Y in stead of FCAM

　　（5） Termination of this Agreement by X pursuant to the provision of 9.4 hereof； or

　　（6） Termination of this Agreement by Y pursuant to the provision of 9.4 hereof； or

　　（7） If either or both of the Trademark License Agreement and the Technical Assistance Agreement shall not have become effective within one-hundred and eighty （180） calendar days after the date of execution of this Agreement.