<DOCUMENT>
<TYPE>EX-3
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<FILENAME>femsa13dex3_11-13.txt
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                                    Exhibit 3


                                                          UNOFFICIAL TRANSLATION


IRREVOCABLE TRUST AGREEMENT ENTERED BY AND BETWEEN, THE PERSONS WHOSE NAMES
APPEAR AT THE END OF THE PRESENT AGREEMENT, AS FOUNDERS OF THE TRUST, SIGNED ON
EXHIBITS "A" AND BANCOMER, S.A. INSTITUCION DE BANCA MULTIPLE, FINANCIAL GROUP,
TRUSTEE DIRECTION, HEREINAFTER THE TRUSTEE, HEREBY REPRESENTED BY MR. HECTOR
ARMANDO GARZA ESPRONCEDA, IN WHICH THE PARTIES SET FORTH THE FOLLOWING:

                                    RECITALS

I.       The Founders of the Trust hereby state the following:

         a. They are holders of groups of shares, series "O", "P" "Q", common
            stock, nominative, fully paid, with no face value, that represent
            capital stock of VALORES INDUSTRIALES, S.A. ("VISA") and that such
            group corresponds individually, to each one of them, with the amount
            of shares mentioned in each of the Exhibits "A" of the present
            Agreement, which duly signed by the Trustee and each of the Founders
            of the Trust, integrate the present Agreement. That the
            abovementioned shares are free of any encumbrance or liability of
            any kind, which they manifest under penalty of perjury.

         b. VISA is a corporation organized under the laws of the United Mexican
            States.

         c. That on March 18, 1998, VISA shareholders held a regular and special
            meeting, in which it was agreed, among other issues and subject to
            the fulfillment of certain conditions, to restructure such
            corporation's capital stock in certain series of shares, and
            exchange the current outstanding shares series "O", "P" and "Q" for
            series "B" shares and "D" in form of joint units, integrating 5
            series "B" shares in "B Units" (the "B Units") and 1 "B" series and
            4 "D" series in Joint BD Units (the "Joint BD Units").

         d. That it is their desire to execute the present Trust for the
            purposes set forth hereunder.

II.      Mr. Hector Armando Garza Espronceda, in his capacity of Fiduciary
         Delegate, representing Bancomer, S.A., Institucion de Banca Multiple,
         Financial Group, hereby represents the following:

         a. It is a banking institution, organized under the laws of the United
            Mexican States, registered in the Mexican Tax Registry under number
            BAN-830831-H69, proving the legal existence of such, as well as the
            character by which he appears on this instrument, with the following
            documents:

               i.   Notarized Document No. 17,834, dated March 22, 1993, granted
                    before Mr. Rogelio Magana Luna, Notary Public No. 156, in
                    Mexico City, registered in Mexico City's Commercial
                    Registry, on April 28, 1993, under folio 64010, which states
                    the appointment of Board Members for Bancomer, S.A.,
                    Institucion de Banca Multiple, Financial Group, who grant
                    appointment of Fiducary Delegate to Mr. Hector Armando Garza
                    Espronceda.

               ii.  Notarized Document No. 28,035, dated March 24, 1997, granted
                    before Mr. Rogelio Magana Luna, Notary Public No. 156, in
                    Mexico City, registered in Mexico City's Commercial
                    Registry, on April 17, 1997, under folio 64010, which states
                    the verification of Bancomer, S.A., Institucion de Banca
                    Multiple, Financial Group's by-laws.

               iii. Notarized Document No. 19,405, dated November 16, 1993,
                    granted before Mr. Rogelio Magana Luna, Notary Public No.
                    156, in Mexico City, registered in Mexico City's Commercial
                    Registry, on November 23, 1993, under folio 64010, which
                    states the appointment of Mr. Hector Armando Garza
                    Espronceda, as Fiduciary Delegate for Bancomer, S.A.,
                    Institucion de Banca Multiple, Financial Group.

         b. That has unequivocally notified Founders of the Trust of the legal
            extent and consequences set forth by the first three paragraphs,
            section b), paragraph XIX, of Article 106 of the Mexican Credit
            Institutions Law, which states:

            "Article 106.- Credit institutions will be prohibited to:

            Paragraph XIX.- In the fulfillment of the operations referred on
            Article 46, paragraph XV, in this Law:

            ... b) Respond to trust founders, mandator, or constituent, for
            debtor's breach of credits granted or to the issuers for securities
            acquired, except on its fault, as set forth at the end of article
            356, of General Law of Securities and Credit Operations (Ley General
            de Titulos y Operaciones de Credito), or guarantee revenues for the
            funds of the investments commended.

            If at the termination of the trust, representation or mandate
            constituted for the grant of credits, debtors have paid these, the
            Institution shall transfer them to the founders of the trust or
            beneficieries, whichever the case , or to the mandator or founder,
            abstaining from covering the total amount.

            Any agreement contrary to what is established in the aforementioned
            paragraphs, shall be void."

         c. That is aware of Founders of the Trust' desire and will to execute
            the present legal act, and agrees to hold the charge of Trustee for
            the present trust agreement.

According to the preceding recitals, the parties grant the following:

                                    ARTICLES

FIRST: CONSTITUTION: The Founders of the Trust, for the purposes which will be
determined hereinafter, hereby constitute an irrevocable trust in which
Bancomer, S.A., Institucion de Banca Multiple, Financial Group holds the charge
of Trustee, to whom VISA's stock is transferred by this Act, identified on
Exhibits "A" which integrates the initial capital of this trust, which may be
increased with other goods or rights, according to the terms set forth herein.

The Founders of the Trust transfer ownership and possession of the
aforementioned shares to the Trustee, with everything that corresponds to them
by fact and law, including consequent property and corporate rights, in the
terms agreed upon the present trust.

SECOND: TRUST ASSETS.  The assets of this trust shall be integrated by the
following assets:

         a) Initially with VISA shares, series "O", "P" and "Q" described in
            recital I, section a), identified on the Exhibits "A" of the present
            Agreement, with all property and corporate rights.

            Hereinafter, and for the effects of the present agreement, the
            identified shares, as well as any other that may be part of this
            trust's assets, shall be known as the "SHARES".

         b) With series "B" shares, integrated in "B Units" issued by VISA in
            exchange for the trusted SHARES, as well as those issued free of
            charge for any operation or that are issued in right of first
            refusal for capital stock increase and that correspond to the
            referred SHARES, in any event with all property and corporate
            rights.

         c) With Series "B" shares integrated in "B Units" that form part of the
            trusted capital by the incorporation of other Founders of the Trust,
            according to article eight of the present trust.

THIRD: APPOINTMENT OF TRUSTEE INSTITUTION. The Founders of the Trust appoint as
Trustee, Bancomer, S.A., Institucion de Banca Multiple, Financial Group,
Direccion Fiduciaria, to lead the fulfillment of the present trust's purposes,
represented in this act by Mr. Hector Armando Garza Espronceda, who on behalf of
such corporation accepts the charge conferred herein, receiving to his complete
satisfaction, duly endorsed titles that support the SHARES that in this act
constitute the present trust's initial capital and consequently legal Trustee
entitlement, and obligated to give necessary notices to make required
annotations in the shareholder's records that for such effects are kept by the
issuing corporation.

FOURTH: PURPOSE. The present trust's purposes are the following:

         a) That the Trustee receives and holds for its management, Trustee
            ownership of the SHARES and other goods and rights that constitute
            the trust's capital.

         b) That the Trustee receives from VISA, in exchange for the series "O",
            "P" and "Q" shares, the shares that correspond to the "B" and "D"
            series, integrated in the "B" Units and in "BD" Units which will be
            issued by VISA in fulfillment of the agreements on the meeting
            abovementioned in section c), recital I of the present agreement.

         c) Once the exchange of the SHARES described in the abovementioned
            paragraph has been completed, that the Trustee holds for it's
            administration, as capital for the present trust, Trustee ownership
            of "B" Units, in the proportion that corresponds to the percentages
            specified for each of the Founders of the Trust in Exhibits "A" of
            the present agreement; and that the rest of "B" Units, if any, as
            well as the total "BD" Joint Units received by such exchange, are
            reverted and turned into each of the Founders of the Trust, in the
            proportion corresponding to each of them.

         d) That the Trustee, directly or by appointed representatives,
            following at all times detailed instructions by the Technical
            Committee, in terms of article seven from the present agreement,
            exercises the representation rights of trusted SHARES in the
            meetings held by VISA, as well as the right to vote in the sense
            chosen by the Technical Committee or its president, according to
            article seven, section b) and in general to all corporate rights.

         e) That the Trustee, by detailed instructions of each Founders of the
            Trust, carries out property rights inherent to the SHARES, such as
            subscription and payment of shares for capital increase ordered by
            VISA, by previous timely provision of funds on behalf of each one of
            the Founders of the Trust, receives reimbursements for decrease in
            capital of such issuing corporation, dividends and in general,
            exercise all property rights.

         f) That the Trustee oversees the fulfillment of the procedure for
            exercising the rights set forth in articles five and six of the
            present agreement.

         g) That the Trustee makes available for Founders of the Trust, in
            corresponding proportions for each one of them, the reimbursements
            of capital or dividend payment, in cash or different kind than the
            shares that constitute the trust's capital, performed by VISA, as
            well as in the corresponding consideration for assignment of
            Founders of the Trust rights or for share transfers according to the
            present agreement.

         h) That at the term of the present trust, the Trustee reverts the
            SHARES and rights which constitute the trust's capital to the
            Founders of the Trust, or their assignees or successors, in the
            proportion that corresponds to each of them.

         i) In general that the Trustee carries out all legal acts which may be
            necessary or convenient for the fulfillment of the trust's
            objectives, according to the instructions given by the Technical
            Committee or its president, in the events for which it is hereby
            authorized by the present agreement.

         j) That if by June 31, 1998, the exchange of the trusted series "O",
            "P" and "Q" shares has not been completed, in the terms agreed upon
            on VISA's regular shareholders meeting, which took place on March
            18, 1998, referred to on section c), Recital I of the present
            agreement, the total of the trusted SHARES, in the corresponding
            proportion to each of the Trustor Trustees shall be reverted by the
            Trustee, terminating the present trust.

FIFTH: ASSIGNMENT OF RIGHTS AND SHARE TRANSFER BY THE FOUNDERS OF THE TRUST. The
Founders of the Trust assignment of rights and share transfer pertaining to the
present trust shall follow the following rules:

1.       Founders of the Trust, may, at any time, assign rights (with or without
         consideration), or instruct the Trustee to alienate or in any way
         transfer the SHARES corresponding to the present trust, in the event of
         the following:

         a. Pertaining to a person Trustor Trustee, if the assignees were: (i)
            spouse; (ii) persons who have blood relation up to fourth degree
            with the assignor; (iii) an artificial person or a Trustee from a
            different trust, whose shares or Trustee rights and corporate
            control decisions or of the trust are owned in 100% and
            corresponding to the Assignor Trustee, their spouse or to the
            persons who are related to the assignor in the relationship stated
            herein.

         b. Pertaining to artificial persons or a Trustee from a different trust
            who are Trustor Trustees, if the assignees or acquirers, according
            to the corresponding register are: (i) their actual shareholders or
            trustees, their spouses or the persons who have blood relation up to
            the fourth degree with such shareholders or trustees; (ii) another
            artificial person or trust, whose shares and Trustee rights and
            decision control are directly or indirectly are 100% owned and
            correspond to the persons mentioned in the abovementioned
            sub-section (i).

2.       The Founders of the Trust, legal entities, or fiduciaries from
         different trusts ("M Fiduciaries") shall be obliged to, that if their
         shareholders or fiduciaries (the Owners) desire to transfer their
         corresponding shares or Trustee rights in the capital stock or in such
         M Trustee's capital, the atransfer shall be in favor of the such
         Owner's spouses or the persons with whom they have blood relation up to
         the fourth degree.

         On the contrary, previous to the referred transfer on behalf of the
         Owners, M Fiduciaries are obliged to assign the present trust's Trustee
         rights or instruct the Trustee for the transfer of the Trusted shares
         in terms of the aforementioned section b) number 1.

         If the SHARE transfer is not fulfilled in such terms, they shall then
         be offered in the terms set forth on article six in the present trust,
         with the exception that if none of the Founders of the Trust or third
         party appointed by the Technical Committee desires to acquire the
         SHARES or rights offered, then the Owners may transfer the shares or
         Trustee rights, representing capital stock or from M Trustee's capital
         to any person. At the completion of such transfer, the SHARES
         corresponding to such M Trustees will cease to be part of the present
         trust.

3.       In all the foreseen events, assignors or transferors or assignees or
         acquirers are obliged to notify immediately and in writing, the
         Trustee, of such assignment or alienation.

         The Founders of the Trust agree to provide the Trustee and Technical
         Committee with the required and necessary documentation to verify the
         appropriate fulfillment of the provisions set forth herein.

4.       If the assignee(s) or acquirers of the corresponding rights or SHARES
         did not participate in the constitution of the present trust, they
         shall assume all rights and obligations that correspond to the present
         trust's assignor and transferor, by virtue of this agreement, by means
         of executing an agreement in terms of the format added to the present
         agreement as Exhibit "B", and shall acquire the character of Founders
         of the Trust with such execution and shall have the right to the
         corresponding votes in the Technical Committee, according to article
         seven.

5.       If the assignees or acquirers have the character of Founders of the
         Trust, their participation in this trust shall be increased and shall
         individually maintain such character, in the terms set forth in this
         trust, and consequently have, in the Technical Committee to which they
         belong, the right to the corresponding votes, according to article
         seven.

SIXTH: RIGHT OF FIRST REFUSAL. With the exception of the terms described in the
preceding article five, the Founders of the Trust hereby grant each other right
of first refusal to acquire the SHARES or rights of Founders of the Trust
derived from this trust or that they might, totally or partially transfer.

The exercise of this right shall be subject to the following:

         1)       The Founder of the Trust that desires to assign, wholly or
                  partially, its rights, or to transfer the trusted SHARES
                  ("Assignor Beneficiary") shall notifiy in writing to the
                  Trustee its purpose in a feasible manner.

         2)       At the reception of the notice, the Trustee, during the
                  following 3 days, shall give notice to the other Founders of
                  the Trust, in the domiciles appointed by them to the Trustee,
                  stating also the percentage that he offered SHARES represent
                  in this trust, in order that the people who desire, make
                  effective their right to acquire the corresponding SHARES,
                  through Stock Exchange, in a term that shall not exceed 30
                  (thirty) business days, from the conclusion of the term of 3
                  (three) days previously mentioned.

         3)       The price for the assignment of rights of Founder of the Trust
                  or transfer of SHARES, shall be the one fixed by the Assignor
                  Beneficiary or in the absence of such, the one resulting
                  higher to the following, considering the Stock Exchange values
                  of the shares issued by VISA, of the same series and class
                  than the ones affected to this trust:

                  a) The value that results from the quoted price weighed
                  average in Stock Exchange of such shares that is registered
                  during the 10 (days) business days that are included between
                  the 18th through 28th business day of the term for the
                  exercise of the right of first refusal to acquire mentioned in
                  the previous paragraph; or

                  b) The quoted price weighed average in Stock Exchange of the
                  referred shares of VISA, that is registered in the last
                  business day to maturity of the term to exercise the right of
                  first refusal to acquire.

         4)       The Founders of the Trust that desire to make effective their
                  right in terms and conditions of this Article shall notify in
                  writing to the Trustee during the term mentioned in subsection
                  2 above, delivering to the Trustee in the day following the
                  conclusion of the term, the price in cash that results in
                  accordance with in the preceding subparagraph and authorize it
                  to refund the shares subject to this assignment to the assets
                  of this trust, with all its corporate and property rights.
                  Perfected the respective sale or assignment, the Trustee shall
                  make available to the Assignor Beneficiary the proceeds of the
                  same, with the corresponding tax deductions if applicable.

         5)       In the event that several Founders of the Trust exercise their
                  right of first refusal, these shall acquire the rights of the
                  Assignor Beneficiary, in proportion to the rights that at the
                  time of the assignment represent upon the remaining acquirers,
                  increasing in consequence its participation in this trust.

         6)       In the event that, concluded the term aforementioned in
                  paragraph 2), the Founders of the Trust do not exercise their
                  right of first refusal to acquire the SHARES or the rights
                  that the Assignor Beneficiary may wish to assign, the
                  following shall proceed:

                  a)   The Technical Committee, with the vote in favor of the
                       members that represent at least 75% of the trusted
                       SHARES, (without including the SHARES that correspond to
                       the rights that wish to be transmitted) may, in a term of
                       60 (sixty) calendar days, from the expiration of said
                       term abovementioned in paragraph 2), appoint another
                       buyer for such rights or SHARES, so that in such term
                       acquires such rights or SHARES, in the same terms and
                       conditions offered to the Founders of the Trust. Said
                       buyer, shall assume the rights and obligations that
                       correspond in this trust to the Assignor Beneficiary, by
                       the simultaneous subscription of an agreement in the
                       terms and conditions of Exhibit "B" hereof.

                  b)   In the event that the Technical Committee does not
                       propose a buyer in said term, or the proposed buyer does
                       not acquire the SHARES or rights of the Assignor
                       Beneficiary in the term established to that effect, the
                       Assignor Beneficiary, may instruct to the Trustee in
                       order to transfer the corresponding trusted SHARES, to a
                       proposed buyer from the Assignor Beneficiary, or through
                       the Stock Exchange, in a term that should not exceed 60,
                       (sixty) calendar days. The transfer or assignment shall
                       be made in cash and at least at the same fixed price for
                       the assignment of rights, mentioned in paragraph 3) of
                       this Article, being not anymore part of the assets of the
                       trust, the shares subject to such transfer.

                  c)   If the SHARES are not transferred in the term above
                       mentioned, and if the Assignor Beneficiary still desires
                       to make the transaction, the process to exercise the
                       right of first refusal shall be initiated again, in the
                       terms and conditions provided in this Article.

         7)       In the event of assignment of rights or transfer of SHARES in
                  favor of a Trustor Beneficiary, in exercise of the right of
                  first refusal established in this Article, should the price be
                  fixed in the terms and conditions of sub-paragraphs a) and b)
                  of paragraph 3) of this Article and if the Acquirer
                  Beneficiary desires such transaction or assignment, may
                  proceed with the transaction or assignment outside the Stock
                  Exchange, notifying the Trustee in such terms and paying the
                  price that, deducting the corresponding fees and taxes, the
                  transferor receives a net value equal to the value that it
                  would be received if such operation was made through the Stock
                  Exchange, being subject to the procedure in the sub-paragraphs
                  abovementioned. In all other events, to make a transfer or an
                  assignment outside the Stock Exchange, the Assignor
                  Beneficiary and the Acquirer Beneficiary shall previously
                  agree to such procedure.

         8)       The Founders of the Trust agree that, if the rights that are
                  to be transferred or the corresponding SHARES represent the
                  majority of the trusted shares and none of the Founders of the
                  Trust desire to acquired them, the assignment of such rights
                  or the sell of the SHARES to third parties shall be subject
                  that mutually with the SHARES offered that are transferred, on
                  the same terms and conditions, the SHARES of the other
                  Founders of the Trust that desire to acquire them, which they
                  shall notify to the Trustee during the term established for
                  the exercise of the right of first refusal, abovementioned in
                  paragraph 2) of this Article.

SEVENTH:  TECHNICAL COMMITTEE.  The Founders of the Trust create a Technical
Committee (the "Technical  Committee") that shall be subject to the following
rules:

a)       It will be integrated permanently by the Founders of the Trust. Each
         member of the Technical Committee , shall have right to one vote per
         Share corresponding to the assets of this trust.

b)       The Technical Committee shall instruct in writing to the Trustee in
         order to confer power of attorney in favor of the persons that the
         Technical Committee appoints, for them to attend to the shareholders'
         meetings of VISA, representing the SHARES. Furthermore, the Technical
         Committee shall instruct to the Trustee in order to exercise the vote
         of the SHARES in such shareholders' meetings, in the direction that the
         Technical Committee agrees. In the event that the Technical Committee
         would have been summoned and would have not instructed to the Trustee
         with respect to whom should be attending the shareholders' meetings of
         VISA, or in which direction to vote the SHARES, the responsibility of
         representation shall fall on the persons appointed by the president of
         the Technical Committee, voting the SHARES in the direction that said
         president instructs.

c)       The president of the Technical Committee shall be Mr. Eugenio Garza
         Laguera and in his absence Mr. Jose Antonio Fernandez Carbajal, and in
         absence of both, the person appointed between them, the members of the
         Technical Committee; shall act as secretary the person appointed by the
         members of the Technical Committee, which may not be a Founder of the
         Trust.

d)       The Technical Committee shall meet at least twice a year, the first
         time during the first quarter of the year and the second on the fourth
         quarter of the same year, with the option to meet during any other
         time. The meetings shall be held, in any event, prior notice sent by
         the Trustee at the president's request, secretary or at least by 3
         (three) of its members, with at least 7 (seven) business days prior to
         the date of the meeting. The notice shall be sent by the Trustee to the
         members of the Technical Committee, to the domiciles appointed by them.
         Furthermore, any other matter that requires to be discussed in the
         Technical Committee meeting, in the meetings that are held the first
         and fourth quarter of each year shall be reviewed the most relevant
         operation and strategy issues of VISA.

e)       The Technical Committee shall be established in the first call, with
         the attendance of the members of the Technical Committee that represent
         the majority of the SHARES and in second call with any number of SHARES
         that are represented. The Technical Committee's resolutions shall be
         valid when they are voted by the majority of the SHARES that represent
         the members attending to such Technical Committee, provided that it
         will be required the vote in favor from the members of the Technical
         Committee that represent at least 75% of the SHARES and that are
         represented by at least the SHARES of three members of the Technical
         Committee in the following issues that are presented for their
         consideration: (i) change of VISA different to the change from sociedad
         anonima de capital variable to sociedad anonima or vice versa; (ii)
         spin-off of VISA or merger of VISA with other company; (iii) change in
         corporate purpose of the company; (iv) change in nationality; (v)
         dissolution and liquidation of the company; (vi) cancellation of the
         registration of the shares on the Securities and Especial Section of
         the National Registry of Securities and Intermediaries and on the
         national or foreign stock exchanges in which they are registered,
         except in the event of a cancellation of the "D" Shares of VISA, as a
         consequence of its conversion into "L" Shares of VISA in accordance
         with its by-laws; (vii) any operation by which VISA looses the control
         of any of the following subsidiaries: Femsa Cerveza, S.A. de C.V.,
         Coca-Cola Femsa, S.A. de C.V., Femsa Empaques, S.A. de C.V. or Femsa
         Comercio, S.A. de C.V., or any other company that may have been
         acquired in accordance with sub-section (viii) hereafter; and (viii)
         the acquisition by any mean, by VISA or any of its subsidiaries, of
         shares of a company, if the price of such shares exceeds 15% of the
         consolidated assets of VISA. In any meeting, in the event of a tie, the
         President shall have casting vote.

f)       Of each meeting of the Technical Committee, a minute shall be drawn up
         and signed by the president and the secretary of the Technical
         Committee, and shall establish in a book that shall be held under
         Trustee's responsibility and a copy of such minute shall be sent to the
         members of the Committee.

g)       The decisions made by the Technical Committee shall be notified in
         writing to the Trustee, by the secretary of the Technical Committee,
         for the duly compliance of the corresponding.

h)       The members of the Technical Committee may no be removed of their
         responsibilities, which shall be honorary and as consequence will not
         have the right to a any compensation for their performance an in the
         event of absence or definitive absence, shall be replaced by the person
         who the member in question of the Technical Committee, and in the
         absence of such appointment, the person who will replace the member,
         shall be appointed by the Technical Committee.

EIGHTH: INCORPORATION OF OTHER FOUNDERS OF THE TRUST. Any owner of common SHARES
of VISA, may request to the Technical Committee to be a part and join this
Agreement, and in the event of being accepted by such Committee, such owner
shall deliver to the Trustee the SHARES that are contributed to this trust,
acquiring the character of Trustor Trustee.

Once approved the incorporation of the third party, the Technical Committee
shall notify him and the Trustee, to prior to the deposit of the SHARES, the
third party and the Trustee execute an adhesion agreement to this trust, in the
terms and conditions in the form attached hereto as Exhibit "C".

NINTH: INDEMNIFICATION IN THE EVENT OF DISPOSSESSION. The Founders of the Trust
are obliged to indemnify and hold Trustte harmless in the event of dispossession
in the terms and conditions according to law with respect to the assets and
rights that form part of the assets of this trust.

When the Trustee, in compliance with the purposes of this trust transfers in
whole or in part the trusted assets, he or the Founders of the Trust which right
have been transferred, shall indemnify in the event of dispossession in the
terms and conditions according to law, empowered by this act to the Trustee to
be obliged in such terms and conditions before the person or entity to whom in
accordance to this agreement shall be transferred in the total or part of their
assets.

TENTH: AUTHORITY OF THE TRUSTEE. The Trustee shall manage the trusted assets
with the authority and duties established in article 356 of the General Law of
Securities and Credit Operations.

ELEVENTH: TERM OF THE TRUST. This trust is irrevocable, for a term of 10
(years), from the date of its execution.

TWELFTH: DEFENSE OF THE TRUSTED ASSETS. The Trustee shall not be responsible for
acts, facts or omissions of the parties or third parties that impede or
complicate the performance of the purposes of this trust.

The Trustee shall be obliged to defend the assets of this trust by itself, being
obliged only to grant the necessary power or powers in favor of the person or
persons that the Technical Committee appoints in writing for them to procure the
caution, conservation or defense of the trusted assets.

When the Trustee receives any notice of any lawsuit, injunction and any notice
related to the assets of this trust, shall notify in writing to the Technical
Committee not later than the following business day of which the corresponding
notice was received.

The Technical Committee shall instruct in writing to the Trustee, not later than
the following date of which the corresponding was received, in order for the
latter to grant the necessary powers to the person or persons that are appointed
in accordance with the second paragraph of this Article.

The Trustee shall not be responsible for the performance of the representatives
, nor for the payment of their fees, costs, expenses or any other cost derived
from the respective judgments, which in all events shall be charged to the
Founders of the Trust, establishing that the Technical Committee may instruct to
the Trustee in order for the expenses originated from the corresponding judgment
be charge against the assets of the trust, to the extent possible.

In all powers granted by the Trustee in accordance to this Article, shall
include the content of the abovementioned paragraph.

THIRTEENTH: TAXES. This trust in not to be considered a transfer for purposes of
fiscal issues, in the terms and conditions of sub-paragraph a) of paragraph Y of
article 14 of the Tax Code of the Mexican Federation, by virtue that the
Founders of the Trust reserve the right to acquire again the assets of the trust
in terms and conditions of this agreement.

In order, in the event that in compliance of the purposes of this agreement, be
made the total or partial transfer of the SHARES that are part of the assets of
this trust in favor of certain third party, shall be to the established by the
applicable tax law.

All the taxes that may derive in occasion of the performance of the purposes of
this trust, shall be charged to the Founders of the Trust, in the corresponding
percentage, who assume the obligation to pay them directly and without the
intervention of the Trustee.

FOURTEENTH: FEES. The fees of the Trustee shall be established in a separate
agreement.

FIFTEENTH: DOMICILES. For purposes of this agreement, the parties appoint as
their domiciles the following:

TRUSTEES TRUSTORS:       The one appointed by each one of these in this
                         instrument, or in the corresponding assignment or
                         adhesion agreements.

TRUSTEE:                 Av. San Pedro Sur 218, Col. Del Valle, San Pedro Garza
                         Garcia, N.L. 66220

SIXTEENTH: JURISDICTION. To all the maters relative to the construction,
performance and execution of this agreement, the parties expressly submit to the
courts sitting in Monterrey, Nuevo Leon, waiving to any other jurisdiction or
venue that may correspond them by reason of their future or present domiciles.

IN WITNESS WHEREOF, the parties hereto have executed this agreement as of May,
6, 1998 in the city of Monterrey, Nuevo Leon, Mexico.


                                     TRUSTEE
                                 BANCOMER, S.A.
                             Financial Institutuion
                                 Represented by:


                                    (Signed)
                         -------------------------------
                         Hector Armando Garza Espronceda
                                Trustee Delegate

<PAGE>

      TRUSTORS-TRUSTEES                            ADDRESS
      -----------------                            -------

EUGENIO GARZA LAGUERA                 Camino a la Sierrita No. 105, La Sierrita,
                                      Garza Garcia, N.L.

EVA GONDA DE GARZA                    Camino a la Sierrita No. 105, La Sierrita,
                                      Garza Garcia, N.L.


JOSE ANTONIO FERNANDEZ CARBAJAL       Pedregal del Valle 1002, La Sierrita,
                                      Garza Garcia, N.L.


EVA GARZA DE FERNANDEZ                Pedregal del Valle 1002, La Sierrita,
                                      Garza Garcia, N.L.

JUAN CARLSO BRANIFF HIERRO            Pedregal del Valle 1002, La Sierrita,
                                      Garza Garcia, N.L.

BARBARA GARZA DE BRANIFF              Pedregal del Valle 1002, La Sierrita,
                                      Garza Garcia, N.L.

MARIANA GARZA DE TREVINO BRYAN        Camino a la Sierrita No. 105, La Sierrita,
                                      Garza Garcia, N.L.

PAULINA GARZA GONDA                   Camino a la Sierrita No. 105, La Sierrita,
                                      Garza Garcia, N.L.

CONSUELO GARZA LAGUERA DE GARZA       Privada Tamazunchale No. 220, Col. Del
                                      Valle, Garza Garcia, N.L.

ALFONSO GARZA GARZA                   Rio Vistula No. 212, Col. del Valle, Garza
                                      Garcia, N.L.

PATRICIO GARZA GARZA                  Rio Vistula No. 212, Col. del Valle, Garza
                                      Garcia, N.L.

JUAN CARLOS GARZA GARZA               Zaragoza No. 485, San Pedro Garza Garcia,
                                      N.L.

EDUARDO GARZA GARZA                   Privada Tamazunchale No. 220, Col. Del
                                      Valle, Garza Garcia, N.L.

EUGENIO GARZA GARZA                   Rio Vistula No. 212, Col. del Valle, Garza
                                      Garcia, N.L.

ALBERTO BAILLERES                     Montanas Rocallosas No. 815, Delegacion
                                      Miguel Hidalgo, Mexico, D.F.

MARIA TERESA G. DE BAILLERES          Montanas Rocallosas No. 815, Delegacion
                                      Miguel Hidalgo, Mexico, D.F.

CORBAL, S.A. DE C.V.                  Paseo de la Reforma No. 144, 5to Piso Col.
                                      Juarez, Mexico D.F., 06600

BANCOMER, S.A. FIDEICOMISO F/29490-0  Ave. San Pedro 218 Sur, Col. Valle San
                                      Pedro Garza Garcia N.L., 66220

MAX MICHEL                            Cordoba No. 16, Col. Roma, Mexico D.F.
                                      06700

RENEE M. DE GUICHARD                  Montanas Rocallosas No. 105 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

MIGUEL GUICHARD MICHEL                Montanas Rocallosas No. 105 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

GRACIANO GUICHARD MICHEL              Montanas Rocallosas No. 105 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

JUAN GUICHARD MICHEL                  Montanas Rocallosas No. 105 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

MAGDALENA GUICHARD MICHEL             Montanas Rocallosas No. 105 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

RENE GUICHARD MICHEL                  Montanas Rocallosas No. 105 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

BANCOMER, S.A. FIDEICOMISO F/29013-0  Ave. San Pedro 218 Sur, Col. Valle San
                                      Pedro Garza Garcia N.L., 66220

INVERSIONES FRANCA, S.A. DE C.V.      Padre Mier Ote. 336 Altos, Monterrey, N.L.

MAGDALENA M. DE DAVID                 Montanas Rocallosas No. 615 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

MONICA D. DE VAN LATHERM              Montanas Rocallosas No. 615 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

JUAN DAVID                            Montanas Rocallosas No. 615 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

MAX DAVID                             Montanas Rocallosas No. 615 Pte. Col.
                                      Lomas de Chapultepec, Mexico, D.F.

ALEPAGE                               Jesus Ma. Gonzalez No. 202, Col. San
                                      Jeronimo, Monterrey, N.L.

INVERSIONES BURSATILES                Ave. San Jeronimo No. 800 Pte.
INDUSTRIALES, S.A. DE C.V.            Monterrey N.L.

<PAGE>
                                                                     EXHIBIT "B"

AGREEMENT ENTERED BY AND BETWEEN ___________________ AND BANCOMER, S.A. TRUSTEE
DIVISION, HEREINAFTER THE "TRUSTEE", REPRESENTED IN THIS ACT BY MR.
____________________, BY WHICH THE PARTIES AGREE PER THE FOLLOWING:

                                 REPRESENTATIONS

I.       ____________ represents that:

         a) At the time of the execution of this agreement is acquiring
            _______________________ "__" SHARES of VALORES INDUSTRIALES, S.A.
            ("VISA") that remain trusted in the Trust ______, and acknowledges
            that it is a condition for the effectiveness of such acquisition the
            execution of this agreement.

         b) Is aware of the terms and conditions of Trust _______, and that it
            desires to be part of such Trust as Trustor Trustee.

II.      The Trustee represents that appears at the execution of this Agreement
         in terms and conditions of the trust agreement previously referred.

                                    COVENANTS

FIRST: Mr. ________________ here by assumes the character of Founder of the
Trust in the Trust agreement referred in the representations hereof, and, in
consequence, assumes the rights and obligations derived from the same, in
relation to the _________ "__" SHARES of VISA referred to in representation I a)
hereof.

SECOND: Mr. ________________ appoints as domicile for all legal purposes:
____________________________ and undertakes to notify to the Trustee any change
of domicile within ___ days following such change.

FOR ALL LEGAL PURPOSES, the parties in connection with the witnesses hereinafter
referred, execute this agreement in the city of Monterrey, N.L. as of ________,
19__.


                                                    THE TRUSTEE
                                                   BANCOMER, S.A.


-----------------------------------      -----------------------------------
     MR.
        --------------------------

<PAGE>
                                                                     EXHIBIT "C"

AGREEMENT ENTERED BY AND BETWEEN ___________________ AND BANCOMER, S.A. TRUSTEE
DIVISION, HEREINAFTER THE "TRUSTEE", REPRESENTED IN THIS ACT BY MR.
____________________, BY WHICH THE PARTIES AGREE PER THE FOLLOWING:

                                 REPRESENTATIONS

I.       ____________ represents that:

         a)  Is the owner of ______ "___" SHARES, common stock, nominative,
             fully paid, with no face value, of VALORES INDUSTRIALES, S.A.
             ("VISA").

         b)  Is aware of the terms and conditions of the Trust Agreement
             ________, andf that it desires to enter in the same with the
             character of Trustor Trustee, and acknowledges that the execution
             of this agreement is a condition to enter into such Trust.

II.      The Trustee represents that appears to the execution of this Agreement,
         in accordance to instructions by the Technical Committee of the Trust,
         in terms and conditions of such Trust.

                                    COVENANTS

FIRST: Mr. _________________________ hereby allocates the _____ SHARES, common
stock of VISA for purposes of the Trust _______, acquiring from this moment the
character of Trustor Trustee in the Trust agreement and, in consequence, assumes
the rights and obligations derived from such Trust, in relation to said SHARES.

SECOND: The Trustee receives in complete satisfaction the ________ SHARES of
VISA that are being allocated to the Trust ________, receiving the Trustee in
consequence the ownership of such SHARES for the purposes established in the
referred Trust.

THIRD: Mr. ________________ appoints as domicile for all legal purposes:
____________________________ and undertakes to notify to the Trustee any change
of domicile within ___ days following such change.

FOR ALL LEGAL PURPOSES, the parties in connection with the witnesses hereinafter
referred, execute this agreement in the city of Monterrey, N.L. as of ________,
19__.


                                                    THE TRUSTEE
                                                   BANCOMER, S.A.


-----------------------------------      -----------------------------------
     MR.
        --------------------------

</TEXT>
</DOCUMENT>
