PROPOSED BY-LAW CHANGES

DECLARATIONS
Article  1:  No Changes
Article  2:  No Changes
Article  3:  No Changes
Article  4:  No Changes
Article  5:  No Changes

MEETING OF SHAREHOLDERS
Article  6:   CHANGE
The ultimate authority of the Corporation is the General Meeting of Shareholders, this can be special or regular. A special meeting is convened by the Board of Administration or by the Commissary and held  in order to discuss any of the following:
Amend the duration of the corporation.
---Terminate the corporation
---Increase or decrease the capital
---Change the purpose or objective of the corporation
---Change nationality of corporation
---Transformation of the corporation
---Merge with another corporation
---Issue privileged shares
---Amortization of shares and issue of new shares
---Issue of bonuses
---Modifications to articles of incorporation

Article  7:   CHANGE
Regular meetings will be held at least once a year within a period of four months following the closing of each Fiscal Year.  Special Meetings can be held at any time and convened by the Board of Administration or the Commissary.

Article  8:   CHANGE
The meetings must be held on the Corporate domicile or at Costa Brava, except for an Act of or force of nature.(Our corporate domicile is listed as Cesar’s office in San Quintin.) 

Article  9:   CHANGE
The Secretary or the Commissary will do the for the Meetings of Shareholders.  Strike (nevertheless.)  The Shareholders that represent at least fifty-one percent of the Capital Stock, will be able to request in writing, at any time, that the Secretary or the Commissary send a notice for a Meeting of Shareholders to discuss matters specified in their request.  Any owner of a Share will have the same right in any of the cases referred to in Article 185 of the Mexican Corporate Law.  If the Secretary or Commissary will not send the notice under the fifteen days following the date of the request, a Civil Judge or a District Judge from the domicile of the Company, will do it by request of any of the       interested parties, who will have to present their Shares for this matter.

Article 10:    CHANGE
The call for a Meeting will have to be signed by whom it is summoned, and will have the Meeting’s Agenda, the place, date and hour of the Meeting.The Meeting will involve only the matters included in the Agenda, except cases in which all the Shareholders are present, in other words, the Capital Stock is represented and by unanimous vote, there is an agreement to deal with the matter.  Notices must be published as Articles 186 and 187 of the Mexican Corporate Law establishes it; however, all the resolutions of the Meeting will be valid, if at the time of voting the majority of the Shares have been represented. (We are checking on the meaning of totality to see if it can be changed to majority.)
 
Article 11:   CHANGE
Meetings can be held without a previous notice and its motions will be valid if all Capital Stock is totally (We are checking on the meaning of totally.) represented at the moment of voting.
 
Article 12:   CHANGE
At the meeting, each Share will have the right to one vote.  Strike the rest of the paragraph. (We are checking on different types of stock.)

Article 13:   CHANGE
Checking w/ Cesar & Enrique for meaning.

Article 14:    CHANGE      
The meetings will be presided over by the Sole Administrator or President of the Board of Administration.  In case of absence, then by the Sole Administrator or by another Board Member, or by a Shareholder elected by a majority of votes from the present Shareholders.

Article 15:  CHANGE
Strike “the Sole Administrator or”

Article 16:   CHANGE
For a Regular Meeting of Shareholders to be considered as legally installed by virtue of the first notice, it will be necessary that 50% of the Capital stock is therein presented.  In case there is a second notice, the Regular Meeting of Shareholders will be legitimately installed with whatever number of shares are represented by those attending.

Article 17:   CHANGE
For a Special Meeting of Shareholders to be considered legally held after the first notice, it will be necessary that the Capital Stock is seventy-five percent represented, and its resolutions will be valid by the vote of a majority of Shares present.  
In case of a second notice, the Special Meeting of Shareholders will be legitimately installed with a favorable vote of at least a majority of the Capital Stock. 

Article 18:   CHANGE
If on the day of the Meeting for lack of time, is not possible to discuss all the matters, it be suspended to be held on the next day, or on the day that is agreed, at the time that is set, without have a new notice.
         
Article 19:   CHANGE
Once the shareholders meeting has begun, the Meeting cannot be stopped unless it is a Meeting gathered without publishing the notice If a Meeting needs to be suspended because of time constraints, Shareholders that do not return when the Meeting is resumed will have their votes automatically attached to the majority vote on any actions taken in their absence.

Article 20:  No Changes   

Article 21:  No Changes