COMMERCIAL AGENCY AGREEMENT ENTERED INTO BY AND BETWEEN

[*], REPRESENTED HEREIN BY [*], HEREINAFTER REFERRED TO AS "THE

COMPANY", AND [*], REPRESENTED HEREIN BY [*], HEREINAFTER
REFERRED TO AS "THE AGENT" IN ACCORDANCE WITH THE FOLLOWING
RECITALS AND CLAUSES:

RECITALS

I. The COMPANY declares, through its legal representative, that:

A) It is a legal entity duly incorporated in accordance with the laws of [*],

as stated in public deed No. [*] dated [*], granted before Mr. [*], Notary Public No.
[*] of the city of [*], duly registered in the Public Registry of Commerce of [*] under
No. [*].

B) Its legal representative has necessary legal capacity and authority as

stated in public deed No. [*] dated [*], granted before Mr. [*], Notary Public No. [*]
of the city of [*], to bind it under the terms and conditions of this Agreement.

C) It is duly registered in the Federal Taxpayer Registry under number

[*].

D) It designates as its address to hear and receive notifications the one

located at [*], with email [*].

E) Its corporate purpose includes the activities/services of [*].

F) It desires to hire the services of the AGENT to carry out the

promotion and sale of the Products within the Territory described below.

II. The AGENT declares, through its legal representative, that:

A) It is a legal entity, duly incorporated in accordance with the laws of [*],

as stated in the deed No. [*] dated [*], granted before the faith of Mr. [*], Notary
Public No. [*] of the city of [*], duly registered in the Public Registry of Commerce
of [*] under No. [*].

B) Its legal representative has necessary legal capacity and authority as

stated in public deed No. [*], granted before the faith of Mr. [*], Notary Public No. [*]
of the city of [*] to bind it under the terms of this contract.

C) It is duly registered in the Federal Taxpayer Registry under number

[*].
 D) It designates as its address to hear and receive notifications the one
located at [*], with email [*].

E) Has sufficient experience and has its own personal, material and
economic resources to carry out the services of promotion and sale of the Products
on behalf of the COMPANY within the Territory defined below and therefore agrees
to carry out such activities.

II. The Parties hereto declare that:

A) It is their will to enter into this Agreement and therefore agree to

the terms and conditions set forth in the following clauses.

B) There is no deceit, bad faith or error at the time of the execution

of this Agreement.

Therefore, the Parties are subject to the following:

CLAUSES

FIRST. PURPOSE.- The COMPANY entrusts the AGENT, which independently

and continuously assumes and accepts, the activities of promotion and sale of
products defined in Exhibit A, hereinafter the "Products", at the prices contained
therein, within the Territory established in this Agreement, on behalf of the
COMPANY.

SECOND. TERM.- This term of this Agreement is of 1 (one) year, from the date of
signature hereof, which may be renewed for periods of the same time by mutual
agreement of the Parties, giving notice of their intention to renew this Agreement to
the other party in writing within 30 (thirty) business days prior to the date of
termination date.

THIRD. TERRITORY.- The territory whereby the promotion and sale of the
Products will take place shall be the territory of Mexico.

FOURTH. EXCLUSIVITY.- The AGENT shall have exclusivity to promote the

COMPANY's Products, therefore the COMPANY shall not grant any third party the
right to sell and promote the Products within the Territory, during the term of this
Agreement.

FIFTH. NON-COMPETITION.- The AGENT shall not promote, represent, distribute

or manufacture any product that could be considered direct competition of the
Products. This obligation of the AGENT shall be maintained during the term of this
Agreement and one year after its termination.

SIXTH. CONFIDENTIALITY.- The AGENT hereby agrees that it shall not use or
disclose any information related to the COMPANY's business, products, prices,
processes, policies, trade secrets and know-how, hereinafter referred to as
"Confidential Information" to any third party, or its employees or officers, without
the prior written consent of the COMPANY, as such information is exclusive
property of the COMPANY.

The AGENT shall only have the right to disclose specifications of the Products to
its sales representatives and its sales representatives shall have the right to
disclose or provide such information to customers and prospective customers
when such disclosure is reasonably necessary in connection with the marketing
and sale of the Products, subject to prior written approval of the COMPANY.

SEVENTH. OBLIGATIONS OF THE AGENT.- The AGENT shall comply with the
following obligations:

A) Perform all sales actions and strategies that are required or necessary in
order to carry out the sale of the Products successfully.

B) Submit, on a monthly basis and when requested by the COMPANY, complete

reports on the activities carried out and results obtained thereof in relation with the
execution of purpose of this Agreement and shall provide accounting information
with respect to such activities. Said information must be truthful.

C) Timely and faithful comply with written instructions given by the COMPANY,
always acting ethically and in good faith.

D) Keep the Products in excellent conditions from the moment of receipt until the
time of their sale or return to COMPANY, as the case may be.

E) To not grant discounts to any person regarding the sale of Products;

F) Maintain good business relations with the COMPANY and general public in
order to successfully carry out the purpose of this Agreement.

G) Not to assign, transfer or modify the rights and obligations acquired in this
Agreement.

H) Return and deliver the Products within a maximum period of 48 hours from
the time they are requested in writing by the COMPANY, in the same conditions in
which they were delivered by the COMPANY, not being able under any
circumstances to retain such Products.
EIGHTH. OBLIGATIONS OF THE COMPANY.- The COMPANY shall comply with
the following obligations:

A) Make available to the AGENT, in writing, the necessary list and information
of the Products and their prices, as well as to offer training to the AGENT, if
necessary, to successfully carry out the object of this contract.

B) Deliver the Products to the AGENT in an excellent state of conservation to

allow their promotion and sale. The quality of the products delivered to the AGENT
will be the responsibility of the COMPANY.

C) To make the full payment of the consideration agreed in this contract to the
AGENT in a timely manner, in accordance with the terms and conditions agreed
therein.

D) Not to assign, transfer or modify the rights and obligations acquired in this
contract.

NOVENA. CONSIDERATION.- The AGENT will receive as consideration [*]%

commission on the total value of the price of the Products sold each month, plus
the corresponding Value Added Tax (VAT), an amount that will be paid no later
than 15 (fifteen) business days after the date of the invoice delivered by the
AGENT to the COMPANY. All invoices will comply with the tax requirements
established from time to time by the Mexican authorities. In case of not delivering
it, the COMPANY will not be able to make the commission payment.

The commission will be paid by bank transfer to the account number, bank
and name agreed in writing by the AGENT with the COMPANY.

Late payment of the aforementioned invoice by the COMPANY will accrue

interest of [*]% per month.

TENTH. EXPENSES AND TAXES.- All expenses and taxes generated in relation
to the performance of the activities by the AGENT to carry out the object of this
contract, will be for the account and charge of the AGENT.

ELEVENTH. LOSS OR DAMAGE TO PRODUCTS.- In the event of loss or

damage to any of the Products, the AGENT must immediately notify the
COMPANY in writing, in the event that it has arisen due to fortuitous event or force
majeure, or theft with violence, there will be no penalty for the AGENT. If the loss
or damage is attributable to the AGENT due to negligence or carelessness on its
part, then it shall pay a conventional penalty to the COMPANY corresponding to [*]
% of the value of the affected Product(s).
TWELFTH. In the event that either party fails to comply with any of the obligations
contained in any of the clauses of this Agreement, the affected party shall send the
other party a written notice giving it a period of 15 calendar days from receipt of the
notice to remedy such breach.

In the event that the breach persists after the expiry of this period, the affected
party may terminate this Agreement without any liability and without the need for a
prior judicial declaration, or demand the enforcement of such unfulfilled obligations
through judicial channels. In both cases, the party found to be in breach shall be
liable to pay the damages caused to the other party by such non-compliance.

The COMPANY may terminate this Agreement early, at any time, with prior written notice
of 15 (fifteen) business days to the AGENT, provided that it is current with its obligations
under this Agreement. In the event of any breach by the AGENT, the COMPANY may
immediately terminate this Agreement, without prejudice to any other legal remedies it may
have.

Upon termination of this Agreement, whether naturally or due to early termination, the
Parties shall perform their obligations outstanding as of the date of termination.

FOURTEENTH. NO EMPLOYMENT RELATIONSHIP.- Each of the parties is

totally independent of the other and each has its own staff and resources.
Considering that the AGENT is independent, there is not and will not be any
employment relationship or subordination of the AGENT or its workers or
employees and officers with the COMPANY, so it expressly releases the
COMPANY from any liability in relation to the present or future personnel or
dependents of the AGENT, and must release the COMPANY in peace and safety
from any claim that may arise in this regard, as well as to compensate for the
direct or indirect damages that such claims may cause.

FIFTEENTH. INDUSTRIAL PROPERTY.- The trademarks, logos, trade names and

other distinctive signs "the Marks" of the Products subject to this contract are the
exclusive property of the COMPANY, however, the AGENT is authorized to use
them only for promotional purposes, during the term of this contract.

Likewise, the AGENT undertakes not to use the Trademarks for purposes other
than the object of this contract and must notify the COMPANY as soon as it
becomes aware of any violation or improper use of the industrial property of the
Trademarks so that the COMPANY can initiate the corresponding legal actions.

SIXTEENTH. JURISDICTION AND COMPETENCE.- For the interpretation and

execution of this contract, as well as for the exercise of the actions and rights
granted to the parties, they expressly submit to the jurisdiction and competence of
the courts of Mexico City, Federal District and their applicable laws, expressly
waiving any other jurisdiction that may correspond to them by reason of their
present or future domicile.
This contract is signed in Mexico City on [*] of [*] 202[*].

"THE COMPANY" "THE AGENT"

__________________________ ____________________________
Name: Name:
Charge: Charge:

WITNESS WITNESS

__________________________ ___________________________
Name: Name:
Domicile: Domicile: