SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)

Homex Development Corp.

(Translation of registrant’s name into English) (Name of Issuer)

Common Shares

(Title of Class of Securities)

25030W100

(CUSIP Number)

Javier Romero Castañeda

Boulevard Alfonso Zaragoza M. 2204 Norte

80020 Culiacán, Sinaloa, Mexico

Tel. (52667) 758-5800

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Michael L. Fitzgerald, Esq.

Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, NY 10005

(212) 530-5224

February 7, 2008
 

(Date of Event Which Requires Filing of this Statement)

          If the filing person has previously filed a statement on Schedule 13G to report to acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

1

CUSIP No. :

1	NAME OF REPORTING PERSON: Eustaquio Tomás de Nicolás Gutiérrez
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			134,195,858*
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		10	SHARED DISPOSITIVE POWER:
			134,195,858*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	134,195,858*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	39.95%**
14	TYPE OF REPORTING PERSON:
	IN

*131,338,713 shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez; 2,857,145 shares are held by a Technical Committee for the benefit of the foregoing de Nicolás family members and such shares are to be transferred directly to the Trust. The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

**Based on 335,869,550 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2006.

2

SCHEDULE 13D

CUSIP No. :

1	NAME OF REPORTING PERSON: Jose Ignacio de Nicolás Gutiérrez
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			134,195,858*
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		10	SHARED DISPOSITIVE POWER:
			134,195,858*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	134,195,858*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	39.95%**
14	TYPE OF REPORTING PERSON:
	IN

*131,338,713 shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez; 2,857,145 shares are held by a Technical Committee for the benefit of the foregoing de Nicolás family members and such shares are to be transferred directly to the Trust. The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

**Based on 335,869,550 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2006.

3

SCHEDULE 13D

CUSIP No. :

1	NAME OF REPORTING PERSON: Gerardo de Nicolás Gutiérrez
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			134,195,858*
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		10	SHARED DISPOSITIVE POWER:
			134,195,858*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	134,195,858*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	39.95%**
14	TYPE OF REPORTING PERSON:
	IN

*131,338,713 shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez; 2,857,145 shares are held by a Technical Committee for the benefit of the foregoing de Nicolás family members and such shares are to be transferred directly to the Trust. The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

**Based on 335,869,550 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2006.

4

SCHEDULE 13D

CUSIP No. :

1	NAME OF REPORTING PERSON: Julian de Nicolás Gutiérrez
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			134,195,858*
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		10	SHARED DISPOSITIVE POWER:
			134,195,858*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	134,195,858*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	39.95%**
14	TYPE OF REPORTING PERSON:
	IN

*131,338,713 shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez; 2,857,145 shares are held by a Technical Committee for the benefit of the foregoing de Nicolás family members and such shares are to be transferred directly to the Trust. The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

**Based on 335,869,550 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2006.

5

SCHEDULE 13D

CUSIP No. :

1	NAME OF REPORTING PERSON: Juan Carlos Torres Cisneros
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Mexico
		7	SOLE VOTING POWER:
NUMBER OF			0
SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			134,195,858*
EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		10	SHARED DISPOSITIVE POWER:
			134,195,858*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	134,195,858*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	39.95%**
14	TYPE OF REPORTING PERSON:
	IN

*131,338,713 shares are held by Ixe Banco, S.A. as trustee of Trust No. F/466, for the benefit of the following de Nicolás family members: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez; 2,857,145 shares are held by a Technical Committee for the benefit of the foregoing de Nicolás family members and such shares are to be transferred directly to the Trust. The Technical Committee, which is comprised of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros has voting and dispositive control over all of the shares.

**Based on 335,869,550 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2006.

6

TABLE OF CONTENTS

	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
EX-99.7.01: SALE AGREEMENT
EX-99.7.02: CREDIT AGREEMENT
EX-99.7.03: FORM OF REVOLVING CREDIT PROMISSORY NOTE
EX-99.7.04: FORM OF PROMISSORY NOTE
EX-99.7.05: PLEDGE AGREEMENTS
EX-99.7.06: FREE TRANSLATION OF THIRD AMENDMENT TO TRUST AGREEMENT
EX-99.7.07: FREE TRANSLATION OF FOURTH AMENDMENT TO TRUST AGREEMENT
EX-99.7.08: JOINT FILING AGREEMENT

Item 1. Security and Issuer.

          This statement relates to Common Shares, without par value, and American Depositary Shares (“ADSs”), as evidenced by American Depositary Receipts, each representing six Common Shares, without par value, of Desarrolladora Homex, S.A.B. de C.V., a corporation (sociedad anónima bursatil de capital variable) organized under the laws of the United Mexican States (the “Company”). The Common Shares, including the Common Shares underlying the ADSs, are collectively referred to herein as the “Shares”.

          The principal executive offices of the Company are located at Boulevard Alfonso Zaragoza M. 2204 Norte, 80020, Culiacán Sinaloa, México.

Item 2. Identity and Background.

          This Statement is being filed by Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros (each a “Reporting Person” and collectively the “Reporting Persons”), solely in their capacity as the Trust Management Committee (the “Technical Committee”) formed to manage Trust No. F/466 (the “Trust”). The Trust, through Ixe Banco, S.A. (the “Trustee”), holds 131,338,713 shares for the benefit of the following members of the de Nicolás family: Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Ana Luz de Nicolás Gutiérrez (collectively, the “Trust Beneficiaries”). The Technical Committee holds 2,857,145 shares for the benefit of the Trust Beneficiaries, which shares are to be transferred directly to the Trust. The Reporting Persons, acting collectively as the Technical Committee, may be deemed to have beneficial ownership of the Shares held for the benefit of the Trust Beneficiaries; however, each individual Reporting Person disclaims any beneficial ownership as an individual over any such Shares. In addition, all references in this Schedule 13D to the Reporting Persons shall be deemed to be references to the Reporting Persons acting collectively as the Technical Committee and not as individuals.

          The business address of Eustaquio Tomás de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Eustaquio Tomás de Nicolás Gutiérrez’s present principal occupation is Chairman of the Board of Directors of the Company. Eustaquio Tomás de Nicolás Gutiérrez is a citizen of Mexico.

          The business address of Jose Ignacio de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Jose Ignacio de Nicolás Gutiérrez’s present principal occupation is Secretary of Economic Development for the State of Sinaloa. The business address for the Government of the State of Sinaloa is Insurgentes S/N Col. Centro Sinaloa C.P. 80129, Culiacán, Sinaloa, Mexico. Jose Ignacio de Nicolás Gutiérrez is a citizen of Mexico.

          The business address of Gerardo de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Gerardo de Nicolás Gutiérrez’s present principal occupation is Chief Executive Officer of the Company. Gerardo de Nicolás Gutiérrez is a citizen of Mexico.

          The business address of Julian de Nicolás Gutiérrez is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Julian de Nicolás Gutiérrez’s present principal occupation

7

is Vice-President of the Middle Income Division of the Company. Julian de Nicolás Gutiérrez is a citizen of Mexico.

          The business address of Juan Carlos Torres Cisneros is Boulevard Alfonso Zaragoza M. 2204 Norte 80020 Culiacán, Sinaloa, Mexico. Juan Carlos Torres Cisneros’ present principal occupation is Private Investor. Juan Carlos Torres Cisneros is a citizen of Mexico.

          During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

          On February 7, 2008, the Trust acquired 17,142,857 Shares from EIP Investment Holdings LLC Comm V.A. for US$150,000,000 with private funds contributed by and loans made by the Trust Beneficiaries or their affiliated entities. US$51,000,000 was borrowed from Citibank, N.A. pursuant to a Credit Agreement, dated December 20, 2007, with interest accruing per annum at .49% above the LIBOR Rate (as defined therein). US$30,000,000 was borrowed from JPMorgan Chase Bank, N.A., pursuant to Revolving Credit Promissory Notes, dated as of January 31, 2008, with interest accruing at a fixed rate per annum equal to .50% above the Adjusted Libor Rate (as defined therein) and a maturity date of October 31, 2009. US$21,546,366 was borrowed from Banco Santander International, pursuant to Promissory Notes, dated February 1, 2008, with interest accruing per annum at .45% above LIBOR (as defined therein) and with a loan term of four years. The descriptions in this Statement of such loans are qualified in their entirety by reference to the loan agreements, which are included as Exhibits 7.02 through 7.04.

          The other Shares held in the Trust were acquired by private funds contributed to the Trust by the Trust Beneficiaries or were contributed to the Trust by the Trust settlors.

Item 4. Purpose of Transaction.

          The 17,142,857 Shares were acquired for investment purposes. The Reporting Persons, acting collectively as the Technical Committee, routinely monitor the performance of the Company and intend to continuously evaluate the Company’s business, financial condition, operating results, capital structure, management, stock market performance, competitive outlook and other relevant factors. Depending on such evaluations, the Reporting Persons, acting collectively as the Technical Committee, may, at any time and from time to time, direct the Trustee to purchase additional Shares on behalf of the Trust or to dispose of any and all Shares held for the benefit of the Trust Beneficiaries. As part of such evaluations, the Reporting Persons, acting collectively as the Technical Committee, have and may in the future seek the views of, hold active discussions with and respond to inquiries from the Trust Beneficiaries, members of the board, officers or representatives of the Company, stockholders of the Company, and other persons regarding the Company’s affairs and strategic alternatives. The Reporting Persons, acting collectively as the Technical Committee, may from time to time develop plans, or have discussions with third parties, respecting, or propose changes in, the management, composition of the

8

board, policies, operations, capital structure or business of the Company. In connection with these and other plans or proposals that the Reporting Persons, acting collectively as the Technical Committee, may develop, the Reporting Persons, acting collectively as the Technical Committee, may conduct investigations and, if warranted by such review, make and negotiate, or direct the Trustee to make and negotiate, proposals to and with the Company, third persons or directly with other stockholders of the Company concerning the matters addressed in the preceding sentence, and may enter, or direct the Trustee to enter, into agreements with the Company or such third persons in connection with those negotiations and proposals, including confidentiality and/or other arrangements.

          Except as set forth herein, the Reporting Persons, acting collectively as the Technical Committee, do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, acting collectively as the Technical Committee, reserve the right to formulate plans or make proposals, and take such action with respect to the Trust’s investment in the Company, including any or all of the items set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine.

Item 5. Interest in Securities of the Issuer.

          (a) – (b) Each Reporting Person is one of five members of the Technical Committee, and in such capacity shares, with the other four Reporting Persons, voting and investment power over all 134,195,858 Shares held for the benefit of the Trust Beneficiaries. Pursuant to the terms of the Third Amendment to the Trust Agreement, dated March 13, 2007, and the Fourth Amendment to the Trust Agreement, dated May 16, 2007 (collectively, the “Amended Trust Agreement”), all decisions of the Technical Committee are taken by a vote of the majority of the members of the Technical Committee. The Reporting Persons, acting collectively as the Technical Committee, may be deemed to have beneficial ownership of the Shares held for the benefit of the Trust Beneficiaries; however, each individual Reporting Person disclaims any beneficial ownership as an individual over any such Shares. In addition, all references in this Schedule 13D to the Reporting Persons shall be deemed to be references to the Reporting Persons acting collectively as the Technical Committee and not as individuals.

          Based on 335,869,550 Shares issued and outstanding, as reflected in the Issuer’s Annual Report on Form 20-F for the Year ended December 31, 2006, the 134,195,858 Shares as to which the Reporting Persons, acting collectively as the Technical Committee, may be deemed to have shared voting and dispositive power constitute approximately 39.95% of the outstanding Shares.

          None of the Reporting Persons, individually, has sole voting or dispositive power over any of the Shares.

          Item 2 is hereby incorporated by reference.

          (c) Except as described in Item 3 above, none of the Reporting Persons, acting collectively as the Technical Committee, has effected any transactions in the Common Stock during the past 60 days.

          (d) All sale proceeds and dividends on the Shares are for the benefit of the Trust Beneficiaries in accordance with following percentages of beneficial interests in the Trust:

9

Eustaquio Tomas De Nicolás Gutiérrez	29.07	%
Gerardo De Nicolás Gutiérrez	27.61	%
Julian De Nicolás Gutiérrez	21.80	%
José Ignacio De Nicolás Gutiérrez	13.20	%
Ana Luz De Nicolás Gutiérrez	8.32	%
	100	%

          (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

          The information set forth, or incorporated by reference, in Items 3, 4 and 5 of this Statement is hereby incorporated by reference.

          The purchase of 17,142,857 Shares was made for US$150,000,000 pursuant to a Sale Agreement, dated February 1, 2008, which is included as Exhibit 7.01.

          54,890,997 Shares are pledged to commercial banks under various agreements, including those described in Item 3. The respective banks under such agreements have rights to foreclose on such Shares pursuant to standard default and similar provisions. The descriptions in this Statement of such agreements are qualified in their entirety by reference to the loan agreements and pledge agreements, which are included as Exhibits 7.02 through 7.05.

          The Amended Trust Agreement contains provisions relating to the Shares, including provisions relating to their voting and disposition as described in Item 5. The description in this Statement of the Amended Trust Agreement is qualified in its entirety by reference to the Amended Trust Agreement, which is included as Exhibits 7.06 and 7.07.

          Except as described herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

7.01	Sale Agreement, dated February 1, 2007, by and between EIP Investment Holdings L.L.C. COMM V.A. and Ixe Banco, S.A. Fidercomiso F/466.
7.02	Credit Agreement, dated December 20, 2007, by and between Citibank, N.A. and Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez, Ana Luz de Nicolás Gutiérrez and Juan Carlos Torres Cisneros.
7.03	Form of Revolving Credit Promissory Note, dated as of January 31, 2008, entered into by and between JPMorgan Chase Bank, N.A. and affiliated entities of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez, Ana Luz de Nicolás Gutiérrez and Guaranty, dated as of October, 2007 by Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros in favor of JPMorgan Chase Bank, N.A.
7.04	Form of Promissory Notes, dated February 1, 2008, entered into by and between Banco Santander International, and each of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez, Ana Luz de Nicolás Gutiérrez.

10

7.05	Pledge Agreements relating to the Shares entered into in favor of Citibank, N.A., JPMorgan Chase Bank, N.A., Banco Santander International and UBS AG.
7.06	Free Translation of Third Amendment to Trust Agreement, dated March 13, 2007
7.07	Free Translation of Fourth Amendment to Trust Agreement, dated May 16, 2007
7.08	Joint Filing Agreement

11

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 19, 2008

/s/ Eustaquio Tomas de Nicolas Gutierrez 

Eustaquio Tomas de Nicolas Gutierrez

Member of Technical Committee

/s/ Jose Ignacio de Nicolas Gutierrez 

Jose Ignacio de Nicolas Gutierrez

Member of Technical Committee

/s/ Gerardo de Nicolas Gutierrez  

Gerardo de Nicolas Gutierrez

Member of Technical Committee

/s/ Julian de Nicolas Gutierrez 

Julian de Nicolas Gutierrez

Member of Technical Committee

/s/ Juan Carlos Torres Cisneros  

Juan Carlos Torres Cisneros

Member of Technical Committee

12

EXHIBIT INDEX

7.01	Sale Agreement, dated February 1, 2007, by and between EIP Investment Holdings L.L.C. COMM V.A. and Ixe Banco, S.A. Fidercomiso F/466.
7.02	Credit Agreement, dated December 20, 2007, by and between Citibank, N.A. and Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez, Ana Luz de Nicolás Gutiérrez and Juan Carlos Torres Cisneros.
7.03	Form of Revolving Credit Promissory Note, dated as of January 31, 2008, entered into by and between JPMorgan Chase Bank, N.A. and affiliated entities of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez, Ana Luz de Nicolás Gutiérrez and Guaranty, dated as of October, 2007 by Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez and Juan Carlos Torres Cisneros in favor of JPMorgan Chase Bank, N.A.
7.04	Form of Promissory Notes, dated February 1, 2008, entered into by and between Banco Santander International, and each of Eustaquio Tomás de Nicolás Gutiérrez, Jose Ignacio de Nicolás Gutiérrez, Gerardo de Nicolás Gutiérrez, Julian de Nicolás Gutiérrez, Ana Luz de Nicolás Gutiérrez.
7.05	Pledge Agreements relating to the Shares entered into in favor of Citibank, N.A., JPMorgan Chase Bank, N.A., Banco Santander International and UBS AG.
7.06	Free Translation of Third Amendment to Trust Agreement, dated March 13, 2007
7.07	Free Translation of Fourth Amendment to Trust Agreement, dated May 16, 2007
7.08	Joint Filing Agreement

13

EX-99.7.01

Exhibit 7.01

Sale Agreement

February 1, 2008

          The undersigned, EIP INVESTMENT HOLDINGS L.L.C. COMM V.A., as Seller, hereby agrees to sell, transfer and convey on February 7, 2008 (the “Closing Date”) to Ixe Banco, S.A. Fidercomiso F/466, as Purchaser. Seventeen Million One Hundred Forty Two Thousand Eight Hundred Fifty Seven (17,142,857) ordinary shares of Desarrolladora Homex, S.A.B. de C.V. (the “Shares”) in consideration of the sum of US$150,000,000.00 (the “Purchase Price”).

          The Purchase Price shall be paid to the Seller on the Closing Date by wire transfer of immediately available funds in US Dollars to the following account:

Bank Name:	JPMorgan Chase Bank
Location:	New York
Swift Code:	CHASUS33
Account Name:	JPMorgan Chase — Nostro USD Account
Account #:	323154042
Reference:	JPM FX Desk: Eddie Sassoon

          The shares will be transferred from Seller’s account at Smith Barney to the following account:

IXE BANCO, S.A. FIDEICOMISO F/466

INDEVAL ACCOUNT 010060703

REFERENCE: CONTRACT NUMBER 59833-4 IN THE NAME OF

IXE BANCO, S.A. FIDEICOMISO F/466

          The Purchaser agrees not to offer or sell the Shares and will not offer or sell such shares to or for the benefit or account of “U.S. persons” (as defined in Rule 902(k) of Regulation S) prior to the expiration of the forty-day period commencing on the Closing Date.

          Each party agrees that it shall take no action against the other party challenging this agreement or the transaction contemplated hereunder or seek monetary damages on grounds that such other party has material non-public information of Desarrolladora Homex, S.A.B. de C.V.

Seller:	Purchaser:
EIP INVESTMENT HOLDINGS	Ixe Banco, S.A. Fideicomiso F/466
L.L.C. COMM V.A.
Brain Richter	By: Idalia Morales and Armando Jorgo
Pursuant to Power of Attorney	Rivero Laing Its: Legal Representatives

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EX-99.7.02

Exhibit 7.02

SECURED TERM / LIBOR PRICING
Not to be used for Consumer Transactions

Credit Agreement

December 20, 2007

Eustaquio Tomas de Nicolas Gutierrez and/or
Jose Ignacio de Nicolas Gutierrez and/or
Gerardo de Nicolas Gutierrez and/or
Julian de Nicolas Gutierrez and/or
Ana Luz de Nicolas Gutierrez and/or
Juan Carlos Torres Cisneros
Ladies and Gentlemen:

          We are pleased to advise you that we have agreed to make a time loan (the “Loan”) to you up to Sixty Six Million United States Dollars ($66,000,000) (the “Credit Limit”), but not to exceed the Loanable Value of the Eligible Assets included in the Collateral (as such terms are defined below), at any time. Under the terms of this letter agreement (this “Credit Agreement”), Citibank, N.A. (the “Lender”) shall make one Advance to you in the amount of the Credit Limit. As a condition precedent to this Advance, in addition to having received the Collateral, the lender is to have received a cash deposit from you in the amount of US$5,000,000.00 which is to be deposited in an interest bearing account with the Lender, pledged to the Lender, and is to serve as collateral for Loan interest payments owed and unpaid (the “Interest Reserve Account”).

          Terms capitalized and used herein which are not otherwise defined herein shall have the meanings given them in the Note referred to below.

          The Interest Reserve Account will be used by the Lender to pay for Loan interest owed and unpaid. If, in the event that the Lender must debit the Interest Reserve Account for interest owed and unpaid, you must replenish the Interest Reserve Account, within 30 days, in an amount such that the Interest Reserve Account balance again equals US$5,000,000. Failure to replenish the Interest Reserve Account, as described, would be an event of default under this Credit Agreement, the Time Note and any other related Loan documentation.

          The Loan will be in the form of Single Advance to you pursuant to your request.

          The Loan will be evidenced by a Time Note in the form provided to you with this Credit Agreement executed by you (as amended, restated, substituted, modified and supplemented from time to time, the “Note”), with the Advance accruing interest payable, in arrears, at the times set forth in the Note and at a rate per annum equal to .49 percent (.49%) plus the LIBOR Rate. The LIBOR Rate Advance shall be made on notice received by the Lender not later than 12:00 noon (New York City time) three (or such fewer number as the Lender may permit in its sole discretion) Business Days prior to the date of the requested Advance. The request shall be given by facsimile to:

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Citibank, N.A.

Credit Services & Control

Attention: Marialis Hernandez

Facsimile: (718) 248-0407

(confirmed immediately in writing), using a notice of borrowing in the form of Exhibit A attached hereto (a “Notice of Borrowing”) that specifies the Business Day of the proposed Advance, the Interest Period therefor and the amount thereof, which, under the terms of this Credit Agreement, must equal $66,000,000, unless the undersigned shall otherwise agree.

          You understand and agree that, as more fully described hereinbelow, the Loan will be made available against the security of the investments which are “Eligible Assets” (defined below) held from time to time in Account No. 54350 (the “Account”) in the name of Ixe Banco SA Division Fiduciaria Por Cuenta Del Fideicomiso F/466 (the “Guarantor”) maintained with Acciones y Valores Banamex, S.A. de C.V. Casa de Bolsa, integrante del Grupo Financiero Banamex and other investment property which may from time to time be acceptable to us in our sole and absolute discretion (collectively, the “Collateral”).

          You further understand and agree that we will make the Loan available to you, based upon our determination, from time to time, in our sole and absolute discretion, of the “Loanable Value” of the Eligible Assets included in the Collateral which shall be a percentage of the fair market value of such Eligible Assets as the Lender shall determine from time to time (such “Loanable Values” as of the date hereof are specified on Exhibit B attached hereto, but may hereafter be modified by us at any time upon notice to you).

          “Eligible Assets” as used herein shall mean, collectively, assets which are acceptable to the Lender, in its sole and absolute discretion, 100% owned by the Person pledging such assets, in which the Lender shall have a first priority perfected security interest and unless otherwise approved by the Lender (a) with respect to equity collateral (e.g., common stock), meets the following criteria: (1) issuer market capitalization shall be at least US$500 million (or the Mexican peso equivalent); (2) pledged amount shall constitute i) for New York Stock Exchange traded equity, 3 days or less and ii) for Mexican Bolsa traded equity, 30 days or less, average trading volume for the last 6 months; (3) must have a share price of at least US$5 (or the Mexican peso equivalent); and (4) sale of the securities by the Lender may not be subject to any restriction; and (b) with respect to debt collateral (e.g., notes or bonds), meets the following criteria: (1) issue size must be US$300 million or more (or the Mexican peso equivalent); (2) pledged amount not more than $25 million or 2% of outstanding issue, whichever is less; (3) issue must be rated BBB- or higher by Standard & Poor’s Rating Service, a division of McGraw-Hill, Inc., Baa by Moody’s Investor Services, Inc., or other equivalent rating by a rating agency acceptable to the Lender; (4) sale of the securities by the Lender may not be subject to any restriction; and (5) the Loanable Value of notes or bonds issued by a single issuer shall not comprise, at any time, more than 25% of the aggregate Loanable Value of all Eligible Assets at such time.

          As conditions to the effectiveness of the Loan, the undersigned shall have received all of the following in form and substance satisfactory to the Lender, each duly executed by you and/or the applicable Obligors:

     1. Credit Agreement. One copy of this Credit Agreement;

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     2. Note. The Time Note

     3. Prenda Bursatil. A Prenda Bursatil executed by Ixe Banco SA Division Fiduciaria Por Cuenta Del Fideicomiso F/466 (the “Pledge Agreement”);

     4. Secretary’s, Members’ or Trustee’s Certificate. Evidence of the power of the Guarantor to execute and deliver the required Pledge Agreement in contemplation of this transaction; and

     5. Other. Such other documents as we may reasonably request.

          It shall also be a condition precedent to our obligation to make the Advance or other extension of credit under the Loan that the representations and warranties as set forth herein, in the Pledge Agreement, and the Note are true as of the date that such Advance is made, no Event of Default or Default shall exist and the Lender shall have received all information necessary to identify you and each other Obligor, if any, as required under the USA Patriot Act of 2001, 31 U.S.C. Section 5318. In addition, the Lender shall have received, if required, for deposit into the Account or otherwise, a pledge of additional Eligible Assets, the Loanable Value of which, when aggregated with the aggregate Loanable Values of the Eligible Assets then subject to the Pledge Agreement, and after giving effect to such Advance, equals or exceeds the aggregate principal amount of the outstanding Advance under the Loan (the “Principal Balance”).

          Anything in this Credit Agreement to the contrary notwithstanding, we shall not make any Advance if doing so would cause the outstanding principal amount of the Advance to exceed the Credit Limit or the Principal Balance to exceed the aggregate amount of the Loanable Value of the Eligible Assets then subject to the Pledge Agreement.

          If at the close of business on any Business Day, the Principal Balance is equal to or greater than the aggregate amount of the “Top-Up Values” of the Eligible Assets at such time, but less than the aggregate amount of the “Sell-Out Values” of the Eligible Assets at such time, (such “Top-Up Values” and “Sell-Out Values” as of the date hereof are set forth on Exhibit B attached hereto but may be modified by us at any time hereafter by notice to you), then, prior to the close of business on the fifth Business Day thereafter (a “Top-Up Deadline”), you shall prepay the Principal Balance and/or pledge (or cause to be pledged) to us, additional marketable securities or other investment property acceptable to us in our sole and absolute discretion, the Loanable Value of which, when added to the Loanable Values of the Eligible Assets on the Business Day of such pledge, and taken together with any prepayment, is sufficient to cause the Principal Balance to be equal to or less than the aggregate amount of the Loanable Values for all Eligible Assets on such date. Should, at any time, the Principal Balance be equal to or greater than the aggregate amount of the Sell-Out Values of the Eligible Assets at such time, and notwithstanding that you may then be in the process of performing your obligations as set forth in the preceding sentence, you shall then, prior to the close of business on the second Business Day thereafter (a “Sell-Out Deadline,” together with the Top-Up Deadline, each a ‘“Deadline”) prepay the Obligations and/or pledge (or cause to be pledged) to us, additional Eligible Assets, the Loanable Values of which, when added to the amount of the Loanable Values of the Eligible Assets already subject to the Pledge Agreement on the Business Day of such pledge, and taken

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together with any prepayment, is sufficient to cause the Principal Balance to be equal to or less than the aggregate amount of the Loanable Values for all Eligible Assets on such date. If such payment or pledge is not made prior to any Deadline, we may, without notice to you, immediately sell or otherwise liquidate such portion of the Eligible Assets as we may choose in our sole and absolute discretion and as may be necessary to obtain cash in an amount sufficient to pay the Obligations in full. Although we may notify you or attempt to send you notice of any Deadline, our failure or inability to do so will not affect your obligations as provided in this paragraph to monitor the values of the Eligible Assets from time to time, whether or not owned by you, and insure that the Principal Balance always less than the aggregate Loanable Value for the Eligible Assets as of any Deadline.

          For purposes of this Credit Agreement, the “fair market value” of any of the Collateral at any given time shall mean the fair value of such property at such time, as reasonably determined by us from public information sources.

          Any notice desired or required to be given under this Credit Agreement shall be given in the manner and to the addresses provided in the Note.

          You agree that the Lender may at any time provide any information respecting you and your affairs which is contained in the Lender’s files (including, without limitation, confidential information furnished to the Lender by you or on your behalf) to any other Affiliate of Citigroup Inc. to the extent that the furnishing of such information is reasonably required incident to enforcement by the Lender of its rights under any of the Credit Documents.

          You hereby authorize the Lender to obtain credit reports on you from time to time until the Obligations are paid in full and the Lender has no further obligation to make Advances hereunder.

          You agree to indemnify the Lender, its Affiliates and its agents against (i) all loss or damage arising out of any action taken by the Lender, its Affiliates or its agents in connection with any extension of credit hereunder and under the Note (other than loss or damage resulting from the Lender’s, its Affiliates’ or its agents’ gross negligence, bad faith, or willful misconduct), and (ii) all costs and expenses (including reasonable attorneys’ fees, disbursements and costs) incurred in connection with the documentation, closing and any modification from time to time of the Loan and those incident to the collection of amounts owed by you under the Loan or the enforcement of the Lender’s rights hereunder and any document or instrument referred to herein or executed in connection herewith, and any legal proceedings relating hereto.

          You are not to assign or attempt to assign your rights under this Credit Agreement, the Loan or any documents or instruments executed in connection herewith or therewith.

          None of the terms of this Credit Agreement may be waived or amended except as the Lender may consent thereto in writing.

          Without limiting the right of the Lender to bring any action or proceeding against you or against your property arising out of or relating to any of your obligations under this Credit Agreement or any other Credit Document (an “Action”) in the courts of other jurisdictions, you

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hereby irrevocably agree that with respect to any Action, to submit to the jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan in New York City, and you hereby irrevocably agree that any Action may be heard and determined in such New York State court or in such Federal court. You hereby irrevocably waive, to the fullest extent you may effectively do so, the defense of an inconvenient forum to the maintenance of any Action in any such court. You hereby irrevocably agree that the summons and complaint or any other process in any Action in any jurisdiction may be served by first-class, registered, certified or overnight mail addressed to any address specified as a notice address for you hereunder or by hand delivery to an individual person of suitable age and discretion at any of such addresses. Such service will be complete on the date such process is so mailed or delivered. You may also be served in any other manner permitted by law.

          Except for the other Loan Documents, this Agreement constitutes the entire agreement between the Lender and the Borrower regarding the Loan, and all prior oral or written communications between the Borrower and the Lender shall be of no further effect or evidentiary value.

          This Credit Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements executed and to be performed wholly within the State of New York.

          YOU AND THE LENDER HEREBY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING UNDER OR RELATING TO THIS CREDIT AGREEMENT OR ANY CREDIT EXTENDED HEREUNDER WHETHER IN CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION WHATSOEVER.

[Signatures on the following page.]

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          Please note that this Credit Agreement may be executed in separate counterparts each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of any executed copy of this Credit Agreement by facsimile shall be equally as effective as delivery of a manually-executed original of this Credit Agreement. If you deliver an executed copy of this Credit Agreement by facsimile, you shall also deliver a manually-executed original, but any failure to do so shall not affect the validity, enforceability or binding effect of this Credit Agreement against you.

          Please acknowledge your acceptance of the terms and conditions of the Loan by signing and returning to us the enclosed copies of this Credit Agreement.

Sincerely yours,
Citibank, N.A.
By:	Catharine J. Pulver
Its:	Vice President
AGREED & ACCEPTED:
Date: December 20, 2007

Name:	Eustaquio Tomas de Nicolas Gutierrez	Name:	Jose Ignacio de Nicolas Gutierrez
Signature:		Signature:
Address:		Address:
Name:	Gerardo de Nicolas Gutierrez	Name:	Julian de Nicolas Gutierrez
Signature:		Signature:
Address:		Address:
Name:	Ana Luz de Nicolas Gutierrez	Name:	Juan Carlos Torres Cisneros
Signature:		Signature:
Address:		Address:

6

EXHIBIT A

NOTICE OF BORROWING

                                        , 2007

Attention:

Facsimile:

Ladies and Gentlemen:

          The undersigned, refers to the Credit Agreement dated as of December 20, 2007 (the “Credit Agreement”), pursuant to which you have made a term loan (the “Loan”) available to us. Capitalized terms used herein without definition shall have the meanings given such terms in the Credit Agreement or the Note referenced therein. Pursuant to the Credit Agreement, we hereby give you notice that we hereby irrevocably request an Advance under the Loan and in that connection set forth below the following information relating to such Advance (the “Proposed Advance”):

          (i) The Business Day of the Proposed Advance is December 20, 2007

          (ii) The amount of the Proposed Advance is US$66,000,000.00

          (iii) The interest rate applicable to the Proposed Advance is:

                               LIBOR Rate plus the LIBOR Rate Margin

          (iv) The Interest Period applicable to the Proposed Advance: (Please circle one)

                              [1 month]      [2 months]      [3 months]      [6 months]

          We hereby certify that all of the representations and warranties contained in the Note and the other Credit Documents delivered in connection therewith are true and correct as of the date hereof and no Default or Event of Default currently exists.

Very truly yours,

Name:

Signature:

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EXHIBIT B

					Top-Up			Sell-Out
	Type of Pledged Collateral	Loanable Value			Value			Value
1.	[Cash & Cash Equivalents consisting of insured certificates of deposit issued by a commercial bank that is a member of the Federal Reserve System	100% (remaining tenor less than 12 months)				101	%		101	%
		90% (remaining tenor equal or greater than 12 months				93	%		93	%
2.	Margin Stock (Purpose Credit Collateral)		50	%		57	%		67	%
3.	U.S. Government Obligations (Direct or Guaranteed)
	a. Treasury bills and zeros (remaining tenor less than 12 months.)		100	%		101	%		101	%
	b. Floaters and straights (remaining Tenors less than 12 months.)		95	%		96	%		98	%
	c. Straights (remaining tenor equal to or greater than 12 months but less than 5 years.)		90	%		93	%		95	%
	d. Zeros (remaining tenor equal to or greater than 12 months but less than five years.)		85	%		89	%		92	%
	e. Straights (remaining tenor equal to or greater than 5 years but less than 10 years.)		85	%		89	%		92	%
	f. Straights (remaining tenor equal to or greater than 10 years.)		75	%		80	%		86	%
	g. Zeros (remaining tenor equal to or greater than 5 years but less than 10 years.)		70	%		76	%		82	%
	h. Zeros (remaining tenor equal to or greater than 10 years but less than 20 years.)		60	%		67	%		75	%
4.	Corporate Debt Obligations and State and Municipal Obligations (S&P rated BBS - or higher.)		80	%		84	%		89	%
	a. Floaters with semi-annual coupons (no tenor limitations.)		90	%		93	%		95	%
	b. Straights or zeros (remaining tenor less than 12 months.)		90	%		93	%		95	%
	c. Straights (remaining tenor equal to or greater than 12 months but less than 5 years.)		85	%		89	%		92	%
	d. Zeros (remaining tenor equal to or greater than 12 months but less than 5 years.)		80	%		84	%		89	%
	e. Straights (remaining tenor equal to or greater than 5 years but less than 10 years.)		80	%		84	%		89	%
	f. Straights (remaining tenor equal to or greater than 10 years.)		70	%		76	%		82	%
	g. Convertibles		70	%		76	%		82	%
	h. Zeros (remaining tenor equal to or greater than 5 years but less than 10 years.)		65	%		71	%		79	%
	i. Zeros (remaining tenor equal to or greater than 10 years)		50	%		57	%		67	%
5.	New York Stock Exchange listed securities		70	%		76	%		82	%
6.	American Stock Exchange listed securities		50%-70	%		58%-76	%		67%-82	%
7.	NASDAQ listed securities		50%-70	%		57%-76	%		67%-82	%
8.	HOMEX* MM — an equity traded on the Mexican Bolsa		50	%		69	%		77	%

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CITIBANK, N.A.
PRIVATE BANKING GROUP

TIME NOTE

LIBOR RATE DATE: January 14, 2008

(In this Note, the words “I”, “me”, “my” and “mine” mean each and all who sign it. The words
“you”, and “yours” mean Citibank, N.A., or any other owner of this Note)

1. PROMISE TO PAY. For value received, I promise to pay at your office located at 153 East 53rd Street, New York, New York 10043, to the order and for the account of your Nassau, Bahamas, branch, Thompson Boulevard, Oakes Field, Nassau, Bahamas, or such other branch or office as you may subsequently designate, the principal sum of Sixty Six Million United States Dollars (US$66,000,000.00), plus simple interest on the outstanding principal balance of this loan (the “Loan”) at the rate per annum determined as set forth below, from and including the date hereof, until this loan is paid in full. Each payment under this Note shall be made in lawful money of the United States (in freely transferable U.S. Dollars).

Payment Schedule for Principal. Principal shall be payable in full on January 12, 2009.

2. INTEREST. I promise to pay simple interest on the outstanding principal balance of this Note on demand and in any event on the last day of each Interest Period and on the day during such Interest Period which occurs three months after the first day of such Interest Period at an interest rate per annum equal at all times during each Interest Period to .49% per annum above the 1, 3, 6 or 12 Months Libor Rate (as defined below) for such Interest Period. “1, 3, 6 or 12 Months Libor Rate” means, as to each Interest Period, the rate of interest per annum at which deposits of U.S. Dollars are offered by your main office in London, England to prime banks in the London interbank market at 11:00 a.m. (London time) two Business Days (as defined below) before the first day of such Interest Period for a period equal to such Interest Period, adjusted for Eurodollar reserves. Each “Interest Period” shall be a 1, 3, 6 or 12 - months period beginning on December 20, 2007, and on the last day of the immediately preceding Interest Period, provided, however, that, if the last day of any Interest Period would otherwise be a day which is not a Business Day, such Interest Period shall be extended to end on the next following Business Day, but if such extension would cause such Interest Period to end in a new calendar month, such Interest Period shall be shortened to end on the next preceding Business Day, and provided further, however, that if the first day of any Interest Period occurs on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month. Interest on past due principal hereof shall be payable at the rate of 4.00% per annum over the Base Rate. Interest shall be computed on the basis of a 360-day year for the actual number of days (including the first day but excluding the last day) elapsed, but in no event shall it be greater than the maximum interest rate permitted by applicable law. You may, without notice to me, debit any of my accounts booked with or through you in payment of interest due hereunder from time to time. “Business Day” means a day on which national banks in New York City are not required or permitted to be closed and which dealings in U.S. Dollars are carried on in the London interbank market. “Base Rate” means the rate of interest announced publicly by Citibank, N.A. in New York City from time to time as its base rate.

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3. PREPAYMENTS. I may prepay this Note in full or in part on five Business Days’ notice to you, provided that partial prepayments shall be in multiples of U.S. $100,000.00, and that each prepayment shall be accompanied by accrued interest on the amount so prepaid, and (unless prepaid on the last day on an Interest Period) by any amounts required to compensate you for any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by you to fund or maintain the loan made under this Note or otherwise as a result of such prepayment, a certificate by you to me stating such amounts being conclusive.

4. CHANGE IN LAW. (a) If any change in applicable law or regulations or in the interpretation thereof by any governmental authority charged with the administration thereof shall make it unlawful, or any central bank or other authority shall assert that it is unlawful, for you to continue to maintain or fund the outstanding principal amount of this Note, I shall immediately, upon demand, prepay in full the then unpaid principal amount of this Note, together with accrued interest thereon and payment of any amounts required to compensate you for any additional loss (including anticipated profits), cost or expense which you may incur as a result of such prepayment (as aforesaid), (b) If, due to any change in applicable law or regulations or in the interpretation thereof by any governmental authority charged with the administration thereof or the compliance with any guideline or request from any central bank or other authority (whether or not having the force of law), there shall be imposed, modified, or deemed applicable any reserve, special deposit or similar requirements against assets held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for advances by you, or shall impose on you any other condition regarding this Note, and the result of any of the foregoing events is to increase the cost to you of maintaining or funding the outstanding principal amount of this Note, then upon demand I shall pay to you from time to time additional amounts which shall compensate you for such increased cost, (c) If the introduction of, or any change in, or in the interpretation of, any law or regulation or the compliance with any guideline or request from any central bank or other authority (whether or not having the force of law) promulgated or made after the date hereof affects or would affect the amount of capital required or expected to be maintained by you or any corporation controlling you and you determine that the amount of such capital is increased by or based upon the existence of this Note, then, upon demand I shall pay you additional amounts sufficient to compensate you for the effects of such law, regulation, guideline or request. In each case under (a), (b) and (c), A certificate as to such shall pay you additional amounts submitted to me by you shall be conclusive and binding for all purposes.

5. SECURITY AND RIGHT OF SETOFF. To protect you if I default on this Loan or on any other debt or performance I owe you while this Loan is unpaid (these debts and performances, whether existing now or to arise in the future, and owed directly, in the form of a guaranty, or in some other way, are referred to as my “Obligations”), (a) any prenda caucion agreement or security agreement signed or to be signed by me or any third party for my Obligations shall secure this Note, and (b) upon my default on any such Obligations, you may without notice to me, set off and apply the amounts in my accounts (including custody accounts) with you to whatever I owe you, irrespective of whether or not you shall have made any demand for payment and although such Obligations may be unmatured.

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6. FINANCIAL STATEMENTS / BOOKS AND RECORDS. I agree to furnish you with a true and complete personal financial statement upon any adverse change in my financial condition and upon your request. I will give you reasonable access to and give you the right to inspect my books and records upon reasonable request.

7. TAXES. (a) Any and all payments made by me hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto (the “Taxes”). If I shall be required by any law to make any such deduction from any payment hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this section) you receive an amount equal to the sum you would have received had no such deductions been made, (ii) I shall make such deductions and (iii) I shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, (b) In addition, I agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to any instrument delivered hereunder (hereinafter referred to as “Other Taxes”), (c) I will indemnify you for the full amount of Taxes or Other Taxes (including without limitation any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this section) paid by you or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date you make written demand therefore, (d) Within 30 days after the date of any payment of Taxes, I will furnish to you the original or a certified copy of a receipt evidencing payment thereof. If no Taxes are payable in respect of any payment, I will furnish to you upon request a certificate from each appropriate taxing authority, or an opinion of counsel acceptable to you, in either case stating that such payment is exempt from or not subject to Taxes, (e) Without prejudice to the survival of any other of my agreements hereunder, my agreements and obligations contained in subsections (a) through (d) above shall survive the payment in full of principal and interest hereunder.

8. DEFAULT. I will be in default under this Note if any of the following should happen at any time:

(a) I fail to pay within 5 days when due any amount payable under this Note or fail to pay or perform when due any Obligation;

(b) I fail to pay a judgment in excess of $500,000 or its equivalent;

(c) I default in the payment to any of my creditors of any amount in excess of $100,000 (or its equivalent);

(d) I or anyone guaranteeing or giving collateral for this Note (a “Guarantor”) or any Material Person die(s) or become(s) incompetent or my/his business fails;

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(e) I or any Guarantor or Material Person become(s) insolvent or any proceeding in bankruptcy or insolvency is started anywhere by or against me, or by or against any Guarantor or Material Person;

(f) I or any Guarantor or Material Person make(s) an assignment for the benefit of creditors;

(g) Any property of mine, of any Guarantor or Material Person, is attached or becomes subject to court order or subpoena anywhere;

(h) Any of the covenants, terms or conditions of this Note, my Obligations, or any guaranty or security agreement for the Obligations is not observed or complied with;

(i) There is a material adverse change in my or any Guarantor’s or Material Person’s financial condition or operations;

(j) You consider any of my Obligations insecure or any guaranty, collateral or security for my Obligations unsafe, insecure or insufficient;

(k) Any governmental authority or any person or entity acting or purporting to act under governmental or judicial authority takes any action to condemn, seize, material or appropriate or to assume custody or control of any property of mine or of any Guarantor or Material Person, or to curtail my authority in the conduct of my business or the authority of any Guarantor or Material Person in its business; or

(l) Any representation by me or any Guarantor or Material Person proves to have been false when made. In this section, Material Person means my or any Guarantor’s beneficial owners, settlers, or other affiliates.

9. CONSEQUENCE OF DEFAULT. If I am in default, you may declare the principal amount outstanding under this Note, all interest thereon and all other amounts payable under this Note to be immediately due and payable, whereas all such principal, interest and other amounts will become immediately due and payable without your having to give me any notice or demand payment from me. If this Note is so declared due and payable on a day other than the last day of an Interest Period, I will also pay you on demand any amounts required to compensate you for any loss (including loss of anticipated profits), cost or expense incurred by reason of liquidation or reemployment of deposits or other fund acquired by you to fund or maintain the loan made under this Note or otherwise as a result of this Note becoming due prior to the end of an Interest Period, a certificate by you to me stating such amounts being conclusive. At your option, my Obligations owed to you will also become due and payable, also without notice or demand.

10. REMEDIES. If I am in default, you have all the rights and remedies available to you under law, and under any applicable security agreement in your favor.

11. EXPENSES. I will be liable for all reasonable costs, expenses, penalties and fees (including legal fees and expenses) related to preserving or enforcing your rights, or collecting, hereunder.

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12. INFORMATION EXCHANGE; TRANSFER. You may exchange information about this Note, any related security agreement and other documents with your subsidiaries, affiliates and proposed transferees. You may transfer this Note and deliver to the transferee(s) any or all of the property you are holding as security so long as there is no additional cost to me as a result pursuant to Section 6 herein or otherwise. The transferee will then have all your rights and powers under this Note and any guarantee or security agreement and will take over all your liabilities and responsibilities for all of the property transferred and you will have no further liabilities and responsibilities for such property. I may not transfer or assign this Note.

13. WAIVER; DELAY IN ENFORCEMENT. I specifically waive any legal requirements of presentment for payment, demand, notice of dishonor and protest of this Note. You may delay enforcing any of your rights without losing them.

14. APPLICABLE LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY. I agree that this Note shall be governed by and construed in accordance with the laws of the State of New York. I irrevocably submit to the non-exclusive jurisdiction of any New York State or Federal court sitting in New York City in any action or proceeding arising out of or relating to this Note, and I irrevocably agree that all claims related to such action or proceeding may be heard and determined in such courts. I irrevocably waive the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. I also irrevocably consent to the validity of service of any and all process in any such action or proceeding by the mailing or hand delivery of copies of such process to me at the address below. I agree that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. I intend my Obligations to be commercial in nature. If I have or later acquire any immunity from the jurisdiction of any court or from any legal process (service or notice, attachment before judgment, attachment for execution, execution or other) with respect to me or my property, I hereby irrevocably waive such immunity with respect to my Obligations.

15. AMENDMENTS OR CHANGES. The terms of this Note and my Obligations may not be changed unless the change is stated in a writing signed by you, and your rights cannot be waived except by your written waiver.

16. OBLIGATIONS OF OTHERS. My obligations under this Note will also be binding on my heirs, executors, successors, and legal representatives.

17. MORE THAN ONE SIGNER. If there is more than one signer of this Note, each signer is separately as well as together with the others, responsible for complying with all its terms and conditions. A release of any signer from the obligations of this Note will in no way release any other signer from his or her obligations.

18. ORGANIZATIONS. If this Note is signed on behalf of an organization (corporation, trust, partnership, international agency or other), the word “I” shall be deemed to mean such organization. Such organization and each individual signing for such organization warrants and represents that all necessary action required by its charter, bylaws, or other governing agreements, including shareholders’ consent, has been taken to authorize the execution of the

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Note, and that this Note represents the legal, valid and binding obligation of such organization enforceable in accordance to its terms.

19. JUDGMENT. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency (“the first currency”) into another currency (“the second currency”), the rate of exchange which shall be applied shall be that at which you could purchase the first currency with the second currency in New York City at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given. My obligation in respect of any such sum due from me to you hereunder shall, notwithstanding any judgment in such other currency, be discharged only to the extent that on the Business Day following receipt by you of any sum adjudged to be due hereunder in the second currency, you may, in accordance with normal banking procedures, purchase the first currency with the second currency and, if the first currency so purchased is less than the sum originally due to you in the first currency, I agree, as a separate obligation and notwithstanding any such judgment, to indemnify you against such loss.

20. WAIVER OF JURY TRIAL. YOU AND I IRREVOCABLY WAIVE ANY RIGHT EITHER OF US MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATED TO THIS NOTE OR ANY SECURITY AGREEMENT RELATED TO THIS NOTE.

Name:	Eustaquio Tomas de Nicolas Gutierrez	Name:	Jose Ignacio de Nicolas Gutierrez
Signature:		Signature:
Address:		Address:
Name:	Gerardo de Nicolas Gutierrez	Name:	Julian de Nicolas Gutierrez
Signature:		Signature:
Address:		Address:
Name:	Ana Luz de Nicolas Gutierrez	Name:	Juan Carlos Torres Cisneros
Signature:		Signature:
Address:		Address:

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EX-99.7.03

Exhibit 7.03

[FORM OF] REVOLVING CREDIT PROMISSORY NOTE
(LIBOR/PRIME)

$[                    ] Dated as of January 31, 2008

          For value received, [                    ] (the “Borrower”) hereby promise to pay to the order of JPMorgan Chase Bank, N.A. (the “Bank”) at its office at 345 Park Avenue, New York, New York 10154-1002 for the account of the lending office of the Bank, the principal amount of each loan made by the Bank to the Borrower (the “Loans”), up to an aggregate principal amount of [                    ] Dollars ($[                    ]) (the “Commitment”) on 31 October, 2009 (the “Final Maturity Date”).

          The Borrower promises to pay interest on each Interest Payment Date on the unpaid balance of the principal amount of each such Loan for the period commencing with the date of such Loan and ending on the last day of the Interest Period with respect thereto at either (i) a floating rate per annum equal to the Prime Rate applicable to such Loan plus 0.00% (such Loan a “Prime Loan”), or (ii) a fixed rate per annum equal to the Adjusted Libor Rate applicable to such Loan plus 0.50% (such Loan a “Libor Loan”). After the occurrence of an Event of Default, principal shall bear interest from and including the date of such Event of Default until paid in full at a rate per annum equal to the Default Rate, such interest to be payable on demand. Interest shall be payable on the relevant Interest Payment Date and shall be calculated on the basis of a year of 360 days for the actual number of days elapsed. Prior to the Final Maturity Date, subject to the terms of this Note, the Borrower may borrow, repay and reborrow under this Note, up to the aggregate principal amount of the Commitment.

          All payments hereunder shall be made in lawful money of the United States and in immediately available funds. Any extension of time for the payment of the principal of this Note resulting from the due date falling on a non-Banking Day shall be included in the computation of interest. The date, amount, type and Interest Period of, and the interest rate with respect to, each Loan evidenced hereby and all payments of principal thereof shall be recorded by the Bank on its books and at the discretion of the Bank prior to any transfer of this Note at any other time, may be endorsed by the Bank on a schedule. Any such endorsement shall be conclusive absent manifest error. The Bank may (but shall not be obligated to) debit the amount of any payment under this Note that is not made when due to any deposit account of the Borrower with the Bank. In the event that the debited deposit is maintained in a currency other than U.S. dollars, such debit shall be made in an amount which, when converted to U.S. dollars at the Bank’s rate for purchasing such currency with U.S. dollars on the date of such debit, shall yield the amount then due and payable in U.S. dollars to the Bank hereunder. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Note.

          1. Definitions. The terms listed below shall be defined as follows:

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          “Adjusted Libor Rate” shall mean the Libor Rate for such Loan divided by one minus the Reserve Requirement.

          “Banking Day” shall mean any day on which commercial banks are not authorized or required to close in New York City and whenever such day relates to a Libor Loan or notice with respect to any Libor Loan, a day on which dealings in U.S. dollar deposits are also carried out in the London interbank market.

          “Collateral” shall mean (i) Collateral as defined in each Collateral Agreement and (ii) the Hedge Fund Portfolio.

          “Collateral Agreement” shall mean the Collateral Agreement dated as of October 22, 2007 between the Borrower and the Bank, and each other Collateral Agreement executed respectively by N7 SA de CV and Ixe Banco SA Fideicomiso F/466 and the Bank in support of the Loans.

          “Default Rate” means a rate per annum equal to: (a) if a Prime Loan, a floating rate of 2% above the rate of interest thereon (including any margin); (b) if a Libor Loan, a fixed rate of 2% above the rate of interest in effect thereon (including any margin) at the time of default until the last day of the Interest Period thereof and, thereafter, a floating rate of 2% above the rate of interest for a Prime Loan (including any margin).

          “Event of Default” means an event described in Section 10.

          “Facility Documents” shall mean this Note and any other documents, instruments, or agreements delivered as security or collateral for or a guaranty of, the Loans, or in connection with, or as support for, any of the foregoing, whether by the Borrower or a Third Party, and any updates or renewals thereof.

          “Hedge Fund Portfolio” shall mean the assets held in account number 7450000 at JPMorgan (Suisse) S.A. in the name of N7 S.A. de C.V. pledged in support of the loans, together with all substitutions, replacements and additions from time to time.

          “Interest Payment Date” shall mean (i) the last Banking Day of each calendar quarter for Prime Loans, (ii) on the Maturity Date with respect to Libor Loans (and for any Libor Loan with a Maturity Date later than three months after the date such Libor Loan is made, every three months); and (iii) on any payment of principal.

          “Interest Period” shall mean (i) with respect to a Prime Loan, the period commencing on the date such Prime Loan is made and ending on the earlier of the Final Maturity Date or the date recorded by the Bank on its books or if such day is not a Banking Day, then on the immediately succeeding Banking Day, and (ii) with respect to a Libor Loan, the period commencing on the date such Libor Loan is made and ending on the numerically corresponding day One, Two, Three, Six, Nine or Twelve calendar months thereafter, as recorded by the Bank on its books, or if such day is not a Banking Day, then on the immediately succeeding Banking Day; provided that if such Banking Day would fall in the next calendar month, such Interest Period shall end on the immediately preceding Banking Day; and provided, further, that each such Interest Period which commences on the last Banking Day of a calendar month (or on any

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day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Banking Day of the appropriate calendar month. No Interest Period may extend beyond the Final Maturity Date.

          “Libor Rate” shall mean the rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) quoted by the Bank at approximately 11:00 a.m. London time (or as soon thereafter as practicable) two Banking Days prior to the first day of such Loan for the offering by the Bank to leading banks in the London interbank market of U.S. dollar deposits having a term comparable to such Loan and in an amount comparable to the principal amount of such Loan.

          “Loan Value” means the value assigned by me Bank from time to time, in its sole reasonable discretion, to each item of the Collateral. As of the date of this Note, the Loan Value of:

(i) the ADRs of Desarrolladora Homex S.A. de C.V. (“Homex”) is:

		Per share price at which	Per share price at which
		additional Homex ADRs	Loan Value of Homex
Shares	Loan Value	will have no Loan Value	ADRs equals zero
Homex ADRs	50%	USD42	USD30

(ii) The Hedge Fund Portfolio is 60% provided that it complies with the guidelines stated in Exhibit A.

Notwithstanding the foregoing, the Bank retains the right to determine Loan Value of the Collateral and eligibility of the Collateral.

          “Main Office” shall mean the main office of the Bank, currently located at 1111 Polaris Parkway, Columbus, Ohio 43240.

          “Prime Rate” shall mean the rate of interest per annum announced from time to lime by the Bank as its prime rate. Each change in the Prime Rate shall be effective from and including the date the change is announced as being effective. The Prime Rate is a reference rate and may not be the Bank’s lowest rate.

          “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System.

          “Regulatory Change” shall mean any change after the date of this Note in United States federal, state or municipal laws or any foreign laws or regulations (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks, including the Bank, of or under any United States federal, state or municipal laws or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof.

          “Related Loans” shall mean any and all loans outstanding from time to time secured by the Collateral.

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          “Reserve Requirement” shall mean, for any Libor Loan, the average maximum rate at which reserves (including any marginal supplemental or emergency reserves) are required to be maintained during the term of such Loan under Regulation D by member banks of the Federal Reserve System in New York City with deposits exceeding one billion U.S. dollars, or as otherwise established by the Board of Governors of the Federal Reserve System and any other banking authority to which the Bank is subject, against “Eurocurrency liabilities” (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks by reason of any Regulatory Change against (x) any category of liabilities which includes deposits by reference to which the Libor Rate is to be determined or (y) any category of extensions of credit or other assets which include Libor Loans. The Reserve Requirement shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “Third Party” shall mean any party liable with respect to, or otherwise granting support for this Note, whether by guaranty, subordination, grant of security or otherwise.

          2. Borrowings, Conversions, Renewals and Prepayments. (a) The Borrower shall give the Bank notice of each borrowing request by 12:00 noon New York City time three (3) Banking Days prior to each requested borrowing of a Libor Loan and by 12:00 noon New York City time on the date of each requested borrowing of a Prime Loan; provided that no Libor Loan shall be in a minimum amount less than $500,000; provided, farther, that no Prime Loan shall be in an amount less than $30,000. Subject to the provisions of this Note, the Borrower shall have the right to (i) convert one type of Loan into another type of Loan on the last day of the Interest Period with respect to a Libor Loan or at any time for a Prime Loan, or (ii) renew any Libor Loan as a Libor Loan on the last day of the Interest Period with respect to such Libor Loan; provided that the Borrower shall give the Bank irrevocable notice by 12:00 noon New York City time three Banking Days prior to conversion into or renewal as a Libor Loan, and by 12:00 noon New York City time on or before the date of conversion into a Prime Loan. If the Borrower shall fail to give notice to the Bank of the renewal of any Libor Loan as provided herein, such Libor Loan shall automatically become a Prime Loan on the last day of the Interest Period thereof; provided that the Bank may renew such Loan as a Libor Loan for an Interest Period equal to that then ending, provided that no such renewal shall be made if the number of months in the renewal period is greater than six.

          (b) The Borrower shall have the right to make prepayments of principal at any time or from time to time, provided that: (i) the Borrower shall give the Bank irrevocable notice of each prepayment by 12:00 noon New York City time three Banking Days prior to prepayment of a Libor Loan, and by 12:00 noon New York City time on the date of prepayment of a Prime Loan: (ii) Libor Loans may be prepaid prior to the last day of their Interest Period only if accompanied by payment of the additional compensation calculated in accordance with paragraph 5 below; (iii) all prepayments of Libor Loans shall be in a minimum amount equal to the lesser of $100,000 or the unpaid principal amount of this Note; and (iv) all prepayments of Prime Rate Loans shall be in a minimum amount equal to the lesser of $30,000 or the unpaid principal amount of this Note.

          3. Additional Costs. (a) If as a result of any Regulatory Change which (i) changes the basis of taxation of any amounts payable to the Bank under the Note (other than

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taxes imposed on the overall net income of the Bank or the lending office by the jurisdictions in which the Main Office of the Bank or the lending office are located) or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessments, minimum capital, capital ratios or similar requirements relating to any extension of credit or other assets of, or any deposits with or other liabilities of the Bank, or (iii) imposes any other condition affecting this Note, the Bank determines (which determination shall be conclusive absent manifest error) that the cost to it of making or maintaining a Libor Loan is increased or any amount received or receivable by the Bank under this Note is reduced, then the Borrower will pay to the Bank on demand an additional amount that the Bank determines will compensate it for the increased cost or reduction in amount.

          (b) Without limiting the effect of the foregoing provisions of this Section 3 (but without duplication), the Borrower shall pay to the Bank from time to time on request such amounts as the Bank may determine to be necessary to compensate the Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Note or thereafter) of any court or governmental or monetary authority of capital in respect of the Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request).

          4. Unavailability, Inadequacy or Illegality of Libor Rate. Anything herein to the contrary notwithstanding, if the Bank determines (which determination shall be conclusive) that:

          (a) quotations of interest rates for the relevant deposits referred to in the definition of Libor Rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the rate of interest for a Libor Loan; or

          (b) the definition of Libor Rate does not adequately cover the cost to the Bank of making or maintaining a Libor Loan; or

          (c) as a result of any Regulatory Change (or any change in the interpretation thereof) adopted after the date hereof, the Main Office of the Bank or the lending office is subject to any taxes, reserves, limitations, or other charges, requirements or restrictions on any claims of such office on non-United States residents (including, without limitation, claims on non-United States offices or affiliates of the Bank) or in respect of the excess above a specified level of such claims; or

          (d) it is unlawful for the Bank or the lending office to maintain any Libor Loan at the Libor Rate;

THEN, the Bank shall give the Borrower prompt notice thereof, and so long as such condition remains in effect, any existing Libor Loan shall bear interest as a Prime Loan and the Bank shall make no Libor Loans.

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          5. Certain Compensation. If for any reason there is a principal payment of a Libor Loan on a date other than the last day of the applicable Interest Period with respect thereto (whether by prepayment, acceleration conversion or otherwise), the Borrower wilt pay to the Bank such amount or amounts as shall be sufficient (in the reasonable opinion of the Bank) to compensate the Bank for any loss, cost or expense which the Bank determines is attributable to such payment.

          6. Currency of Account; Calculation of Equivalents. (a) This Note evidences international loan transactions in which the specification of the currency in which the Loan is denominated and the time and place of payment are of the essence. All payments made shall be made at the office designated by the Bank in New York, New York. The payment obligations of the Borrower shall not be discharged by any amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to U.S. dollars and transferred to New York. New York under normal banking procedures does not yield the amount due hereunder at the designated place of payment.

          (b) The equivalent in U.S. dollars of any such currency shall be determined by using the quoted spot rate at which the Bank offers to exchange U.S. dollars for such currency in London at 11:00 a.m., London lime, two Banking Days prior to the date on which such equivalent is to be determined.

          7. Foreign Taxes. The Borrower agrees to make all payments hereunder free and clear and without reduction for any present or future income, stamp or other taxes, deductions or withholdings (“Foreign Taxes”) (except for taxes imposed on the overall net income of the Bank) levied in connection with this Note or any Facility Document, all of which shall be paid by the Borrower for his own account. In the event that because of any law, treaty, regulation or order or the change in the interpretation of any thereof the Borrower is required to deduct or withhold Foreign Taxes, the Borrower agrees to pay to the Bank such additional amounts as may be necessary so that, after all required deductions or withholdings of Foreign Taxes have been made, the payments received by the Bank pursuant to this Note arc in the same amount that would have been received had not such deduction or withholding been made. The Borrower further agrees that any amount of Foreign Taxes required to be deducted or withheld will be paid to or deposited with the appropriate taxing authority in a timely manner. The Borrower shall provide to the Bank evidence of such payment or deposit within 30 days thereof and shall also provide to the Bank any official tax receipt or other documentation issued by the appropriate taxing authority with respect to the payment or deposit of the deducted or withheld Foreign Taxes. In addition, the Borrower agrees to indemnify and reimburse the Bank on demand for any loss, liability or expense incurred by the Bank as a result of the failure of the Borrower to pay Foreign Taxes when due.

          8. Use of Proceeds. The Borrower understands and agrees that it is the policy of the Board of Governors of the Federal Reserve System that if the lending office for the Loans is the International Banking Facility of the Bank, the proceeds of the Loans may be used only to support the operations outside the United States of the Borrower or its foreign affiliates.

          9. Representations. The Borrower represents and warrants that:

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          (a) the Facility Documents constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and subject to the applicability of general principles of equity;

          (b) the execution, delivery and performance by the Borrower of the Facility Documents and all other documents contemplated hereby or thereby, and the use of the proceeds of any of the Loans, do not and will not (i) conflict with or constitute a breach of, or default under, or require any consent under, or result in the creation of any lien, charge or encumbrance upon the property or assets of the Borrower pursuant to any other agreement or instrument (other than any pledge of or security interest granted in any collateral pursuant to any Facility Document) to which the Borrower is a party or is bound or by which its properties may be bound or affected; or (ii) violate any provision of any law, rule, regulation (including, without limitation. Regulation U of the Federal Reserve Board), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower;

          (c) no consent, approval or authorization of, or registration, declaration or filing with, any governmental authority or other person or entity is required as a condition to or in connection with the due and valid execution, delivery and performance by the Borrower of any Facility Document;

          (d) there are no actions, suits, investigations or proceedings pending or threatened at law, in equity, in arbitration or by or before any other authority involving or affecting: (i) the Borrower that, if adversely determined, are likely to have a material adverse effect on the prospects or condition of the Borrower, (ii) any material pan of the assets or properties of the Borrower or any part of the collateral (if any) under any Facility Document; or (iii) any of the transactions contemplated in the Facility Documents. There are currently no material judgments entered against the Borrower and the Borrower is not in default with respect to any judgment, writ, injunction, order, decree or consent of any court or other judicial authority, which default is likely to have or has had a material adverse effect on the prospects or condition of the Borrower;

          (e) in the event that the Borrower is a partnership, limited liability partnership, corporation or limited liability company, the Borrower also represents and warrants that it is duty organized, validly existing and in good standing under the taws of the jurisdiction of its incorporation or organization, and has all requisite power and authority to execute, deliver and perform its obligations under the Facility Documents; and

          (f) in the event that the Borrower is a trust, the Borrower also represents and warrants that (i) it is a duly constituted and validly existing trust, (ii) the Borrower has delivered to the Bank a true, complete and accurate copy of the agreement pursuant to which it has been organized and all amendments and modifications thereto, and (iii) the trustees of the Borrower signing this Note have the legal capacity and full power and authority to execute, deliver, and perform their obligations under, and to bind the Borrower to perform its obligations under, the Facility Documents, and to execute and deliver any and all documents and instruments in connection therewith.

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Each borrowing request by the Borrower under this Note shall constitute a representation and warranty that the statements above are true and correct both on the dale of such request and on the date of the borrowing. Each borrowing request shall also constitute a representation that no Event of Default under this Note has occurred and is continuing or would result from such borrowing.

          10. Events of Default. If any of the following events of default shall occur (each an “Event of Default”):

          (a) the Borrower shall fail to pay the principal of, or interest on, this Note, or any other amount payable under this Note within 3 days, as and when due and payable;

          (b) any representation or warranty made or deemed made by the Borrower in this Note or by the Borrower or any Third Party in any Facility Document to which it is a party, or in any certificate, document, opinion or financial or other statement furnished under or in connection with a Facility Document, shall prove to have been incorrect in any material respect on or after the date hereof;

          (c) the Borrower or any Third Party shall fail to perform or observe any term, covenant or agreement contained in any Facility Document on its part to be performed or observed;

          (d) the Borrower or any Third Party shall fail to pay when due any of its indebtedness (including, but not limited to, indebtedness for borrowed money) in a principal amount of $250,000 in the aggregate or any interest or premium thereon when due (whether by scheduled maturity, acceleration, demand or otherwise);

          (e) the Borrower or any Third Party: (i) shall generally not or be unable to, or shall admit in writing its inability to, pay its debts as its debts become due; (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for its or a substantial pan of its assets; (iii) shall commence any proceeding under any law relating to bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation: (iv) shall have had any such petition tiled, or any such proceeding shall have been commenced against it, in which an adjudication is made or order for relief is entered or which remains undismissed for a period of 30 days: (v) shall have had a receiver, custodian or trustee appointed for all or a substantial part of its property; or (vi) takes any action effectuating, approving or consenting to any of the events described in clauses (i) through (v);

          (f) the Borrower or any Third Party shall be determined or adjudged incompetent or otherwise incapacitated by a court of competent jurisdiction, die, dissolve or for any reason cease to be in existence or shall merge or consolidate; or if the Borrower or any Third Party is a partnership, limited liability partnership or limited liability company, any general partner, partner or member (other than the spouse of a Third party guarantor), respectively, shall die, dissolve or for any reason cease to be in existence or cease to be a partner or member, as the case may be, or shall merge or consolidate;

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          (g) the Borrower or any Third Parry is involved in a governmental proceeding which is likely to result in a forfeiture of all or a substantial part of the Borrower’s or any Third Party’s assets or a material judgment is entered against the Borrower or any Third Party;

          (h) there is, in the reasonable opinion of the Bank, a material adverse change in the business, prospects or financial condition of the Borrower or any Third Party;

          (i) any Facility Document granting a security interest at any time and for any reason shall cease to create a valid and perfected first priority security interest in and to the property purported to be subject to the Facility Document or ceases to be in full force and effect or is declared null and void, or the validity or enforceability of any Facility Document is contested by any party to the Facility Document, or such signatory to the Facility Document denies it has any further liability or obligation under me Facility Document;

          (j) there is a change in the direct or indirect beneficial ownership of the Borrower or any Third Parry other than to another Third party;

          (k) there is a credit downgrade of Desarrolladora Homex S.A.B de C.V. (“Homex”) below B

          (l) there is a de-listing of Homex ADRs

          (m) the Borrower and/or any Third Party fail to furnish a compliance letter to the bank on a quarterly basis stating that the Borrower and/or any Third Party in the aggregate have at least the equivalent of $15,000,000 in liquid assets or 25% of the aggregate liabilities (non-correlated to Homex and T+3)

          (n) the aggregate Loan Value of the Collateral falls below the aggregate amount of outstandings under this Note plus the outstandings under the Related Loans.

THEN, the Bank may, by notice to the Borrower, declare the Commitment terminated and the unpaid principal amount of this Note, accrued interest thereon and all other amounts payable under this Note doe and payable whereupon the same shall become and be forthwith due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, provided that in the case of an event of default described in clause (c) above, the Commitment shall be immediately terminated and the unpaid principal amount of this Note, accrued interest and other amounts payable under this Note shall be immediately due and payable.

          11. Expenses. The Borrower agrees to reimburse the Bank on demand for all costs, expenses and charges (including, without limitation, fees and charges of counsel and costs allocated by internal legal counsel) in connection with the preparation or modification of the Facility Documents, performance or enforcement of the Facility Documents, or the defense or prosecution of any rights of the Bank pursuant to any Facility Documents.

          12. Jurisdiction. The Borrower hereby irrevocably submits to the jurisdiction of any New York state or United Slates federal court sitting in New York City over any action or proceeding arising out of this Note, and the Borrower hereby irrevocably agrees that all claims in

9

respect of such action or proceeding may be held and determined in such New York state or federal court. The Borrower further agrees that any action or proceeding brought against the Bank may be brought only in a New York state or United States federal court sitting in New York county. The Borrower hereby further irrevocably consents to the service of process in any such action or proceeding in either of said courts by mailing thereof by the Bank by registered or certified mail, postage prepaid, to the Borrower at its address specified on the signature page hereof, or at the Borrower’s most recent mailing address as set forth in the records of the Bank.

          The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit or proceeding in such state and hereby waives any defense on the basis of an inconvenient forum. Nothing herein shall affect the right of the Bank to serve legal process in any other manner permitted by law or affect the right of the Bank to bring any action or proceeding against the Borrower or its property in the courts of any other jurisdiction.

          13. Waiver of Jury Trial.

          THE BORROWER AND THE BANK EACH WAIVE AM RIGHT TO JURY TRIAL.

          14. Miscellaneous. (a) The provisions of this Note are intended to be severable. If for any reason any provisions of this Note shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions thereof in any jurisdiction.

          (b) No amendment, modification, supplement or waiver of any provision of this Note nor consent to departure by the Borrower therefrom shall be effective unless the same shall be in writing and signed by the Borrower and the Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

          (c) No failure on the part of the Bank to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

          (d) As used herein, the term Borrower shall include all signatories hereto, if more than one. In such event, the obligations, representations and warranties of the Borrower hereunder shall be joint and several. This Note shall be binding on the Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns, except that the Borrower may not delegate any of its obligations hereunder without the prior written consent of the Bank. With the consent of the Borrower, not to be unreasonably withheld, the Bank may assign all or a portion of its rights and obligations under this Note; provided that such consent shall not be required (i) at any time that an Event of Default has occurred and is continuing, (ii) in connection with any assignment to an affiliate of the Bank, or (iii) in connection with any pledge or assignment to secure obligations to a Federal Reserve Bank.

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          (e) Anything herein to the contrary notwithstanding, the obligations of the Borrower under this Note shall be subject to the limitation that payments of interest shall not be required to the extent that receipt thereof would be contrary to provisions of law applicable to the Bank limiting rates of interest which may be charged or collected by the Bank.

          (f) Unless otherwise agreed in writing, notices shall be given to the Bank and the Borrower at their telecopier numbers (confirmed by telephone to their telephone numbers) or addresses set forth in the signature page of this Note, or such other telecopier (and telephone) number or address communicated in writing by either such party to the other. Notices to the Bank shall be effective upon receipt.

          (g) The obligations of the Borrower under Sections 3,5,6,7,8,11,12 and 13 hereof shall survive the repayment of the Loans.

          (h) Bach reference herein to the Bank shall be deemed to include its successors, endorsees, and assigns, in whose favor the provisions hereof shall inure. Each reference herein to the Borrower shall be deemed to include the heirs, executors, administrators, legal representatives, successors and assigns of the Borrower, ail of whom shall be bound by the provisions hereof.

          15. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York, provided that such choice of law is not intended to limit the maximum rate of interest which may be charged or collected by the Bank here under if the Bank may, under the laws applicable to it, charge or collect interest at a higher rate than is permissible under the laws of said state.

Address for notices to the
Bank:
JPMorgan Chase Bank, N.A.
345 Park Avenue
New York, New York 10154-1002
Attn: Jorge E. Sosa
Telecopier: 212-464-0901
Telephone: 212-464-0233

By:                                                             
[                    ]

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Exhibit A

Guidelines for Hedge Fund Portfolio Composition
account 7450000 held in JPMorgan Suisse Guidelines

Portfolio Liquidity

(Minimum %) <= 90 days	10	%
(Minimum %) <= 150 days	50	%
(Minimum %) <= 275 days	60	%
(Minimum %) <= 360 days	84	%

Portfolio Diversification (Excluding JPMAAM Funds)

Approved funds (minimum %)	100	%
Maximum % per manager	12	%
Maximum % 6 largest managers	61	%
Minimum number of funds	14
Maximum % per affiliated manager group	15	%

Portfolio Strategy (assuming JPMAAM Funds are broken down (Maximums):

Long Snort Equity:	50	%
Opportunistic / Macro and CTAs:	45	%
Relative Value:	60	%
Merger Arbitrage	30	%
Distressed	15	%
Short Selling	10	%
Cash	100	%

* All percentage figures are a percentage of the Hedge fund Portfolio

12

GUARANTY

          GUARANTY dated as of ___ October, 2007 made by the undersigned (individually, or if more than one, collectively, the “Guarantor”) in favor of JPMorgan Chase Bank, N.A., and/or any of its subsidiaries or affiliates (individually or collectively, as the context may require, the “Bank”).

          PRELIMINARY STATEMENTS: The Bank has entered, or may from time to time enter, into agreements or arrangements with CR1 S.A. de C.V., CR2 S.A. de C.V., CR3 S.A de C.V., CR4 S.A. de C.V. and CR5 S.A. de C.V. (the “Borrower”) providing for credit extensions or financial accommodation to the Borrower of any kind whatsoever including, without limitation, the making of loans, advances or overdrafts, whether or not secured, discount or purchase of notes, securities or other instruments or property, creation of acceptances, issuance or confirmation of letters of credit, guaranties or indemnities, entering into foreign exchange or precious metals contracts or interest rate or currency swap or protection agreements, entering into any other derivative transactions under any ISDA Master Agreement or similar agreements between the Bank and the Borrower, or any other kind of lease, contract or agreement under which the Borrower may be indebted to the Bank in any manner (all of the foregoing agreements or arrangements being the “Facilities” and any writing evidencing, supporting or securing a Facility, including but not limited to this Guaranty, and including as may subsequently be amended or modified, being a “Facility Document”).

          THEREFORE, in order to induce the Bank to extend credit or give financial accommodation under the Facilities, the Guarantor agrees (and if more than one, jointly and severally agrees) as follows:

          Guaranty of Payments. For value received and in consideration of the Facilities extended by the Bank the Guarantor unconditionally and irrevocably guarantees to the Bank that the Borrower will promptly (a) perform and observe every agreement and condition contained in any Facility Document to be performed or observed by the Borrower, and (b) pay all sums now owing or which may in the future be owing by the Borrower under the Facilities, when the same are due and payable, whether on demand, at stated maturity, by acceleration or otherwise, and whether for principal, interest, fees, expenses, indemnification or otherwise (the “Liabilities”). The Liabilities include, without limitation, interest accruing after the commencement of a proceeding under bankruptcy, insolvency or similar laws of any jurisdiction at the rate or rates provided in the Facility Documents.

          This Guaranty is a guaranty of payment and performance and not of collection only. The Bank shall not be required to exhaust any right or remedy or take any action against the Borrower or any other person or entity or any collateral. The Guarantor agrees that, as between the Guarantor and the Bank, the Liabilities may be declared to be due and payable for the purposes of this Guaranty notwithstanding any stay, injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrower and that in the event of a declaration or attempted declaration, the Liabilities shall immediately become due and payable by the Guarantor for the purposes of this Guaranty.

          Guaranty Absolute. The Guarantor guarantees that the Liabilities shall be performed and paid strictly in accordance with the terms of the Facilities. The liability of the Guarantor under this Guaranty is absolute and unconditional irrespective of: (a) any change in the amount, time, manner or place of payment of, or in any other term of, all or any of the Facility Documents or Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Facility Document or Liability; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any collateral, for all or any of the Facility Documents or Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Facility Document or Liability; (d) without being limited by the foregoing, any lack of validity or enforceability of any Facility Document or Liability; and (e) any other defense, setoff or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Facility Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Borrower or a guarantor.

          Guaranty Irrevocable. This Guaranty is a continuing guaranty of all Liabilities now or hereafter existing under the Facilities and shall remain in full force and effect until payment in full of all Liabilities and other amounts payable under this Guaranty and until the Facilities are no longer in effect or, if earlier, when the Guarantor

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has given the Bank written notice that this Guaranty has been revoked; provided that any notice under this Section shall not release the Guarantor from any Liability, absolute or contingent, existing prior to such notice. Such notice shall be effective only after the Bank’s actual receipt of the notice at its address set forth below, and the Bank shall have had a reasonable time to act upon such notice at each of its offices or departments responsible for the Facilities.

          Reinstatement. This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Liabilities is rescinded or must otherwise be returned by the Bank on the insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as though the payment had not been made.

          Subrogation. The Guarantor shall not exercise any rights against the Borrower which it may acquire by way of subrogation, by any payment made under this Guaranty or otherwise, until all the Liabilities have been paid in full and the Facilities are no longer in effect. If any amount is paid to the Guarantor on account of subrogation rights under this Guaranty at any time when all the Liabilities have not been paid in full, the amount shall be held in trust for the benefit of the Bank and shall be promptly paid to the Bank to be credited and applied to the Liabilities, whether matured or unmatured or absolute or contingent, in accordance with the terms of the Facilities. If the Guarantor makes payment to the Bank of all or any part of the Liabilities and all the Liabilities are paid in full and the Facilities are no longer in effect, the Bank shall, at the Guarantor’s request, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Liabilities resulting from the payment.

          Subordination. Without limiting the Bank’s rights under any other agreement, any liabilities owed by the Borrower to the Guarantor in connection with any extension of credit or financial accommodation by the Guarantor to or for the account of the Borrower, including but not limited to interest accruing at the agreed contract rate after the commencement of a bankruptcy or similar proceeding, are hereby subordinated to the Liabilities, and such liabilities of the Borrower to the Guarantor, if the Bank so requests, shall be collected, enforced and received by the Guarantor as trustee for the Bank and shall be paid over to the Bank on account of the Liabilities but without reducing or affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty.

          Foreign Taxes. The Guarantor agrees to make all payments hereunder free and clear and without reduction for any present or future income, stamp or other taxes, deductions or withholdings (“Foreign Taxes”) (except for taxes imposed on the overall net income of the Bank) levied in connection with this Guaranty or any Facility Document, all of which shall be paid by the Guarantor for his own account. In the event that because of any law, treaty, regulation or order or the change in the interpretation of any thereof the Guarantor is required to deduct or withhold Foreign Taxes, the Guarantor agrees to pay to the Bank such additional amounts as may be necessary so that, after all required deductions or withholdings of Foreign Taxes have been made, the payments received by the Bank pursuant to this Guaranty are in the same amount that would have been received had not such deduction or withholding been made. The Guarantor further agrees that any amount of Foreign Taxes required to be deducted or withheld will be paid to or deposited with the appropriate taxing authority in a timely manner. The Guarantor shall provide to the Bank evidence of such payment or deposit within 30 days thereof and shall also provide to the Bank any official tax receipt or other documentation issued by the appropriate taxing authority with respect to the payment or deposit of the deducted or withheld Foreign Taxes. In addition, the Guarantor agrees to indemnify and reimburse the Bank on demand for any loss, liability or expense incurred by the Bank as a result of the failure of the Guarantor to pay Foreign Taxes when due.

          Representations and Warranties. The Guarantor represents and warrants that:

          (a) this Guaranty constitutes the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and subject to the applicability of general principles of equity;

          (b) the execution, delivery and performance by the Guarantor of this Guaranty and all other documents contemplated hereby or thereby, do not and will not (i) conflict with or constitute a breach of, or default under, or require any consent under, or result in the creation of any lien, charge or encumbrance upon the property or

14

assets of the Guarantor pursuant to any other agreement or instrument (other than any pledge of or security interest granted in any collateral pursuant to any Facility Document) to which the Guarantor is a party or is bound or by which its properties may be bound or affected; or (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulation U of the Federal Reserve Board), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Guarantor;

          (c) no consent, approval or authorization of, or registration declaration or filing with, any governmental authority or other person or entity is required as a condition to or in connection with the due and valid execution, delivery and performance by the Guarantor of this Guaranty;

          (d) there are no actions, suits, investigations or proceedings pending or threatened at law, in equity, in arbitration or by or before any other authority involving or affecting: (i) the Guarantor that, if adversely determined, are likely to have a material adverse effect on the prospects or condition of the Guarantor; (ii) any material part of the assets or properties of the Guarantor or any part of the collateral (if any) under any Facility Document; or (iii) any of the transactions contemplated in this Guaranty. There are currently no material judgments entered against the Guarantor and the Guarantor is not in default with respect to any judgment, writ, injunction, order, decree or consent of any court or other judicial authority, which default is likely to have or has had a material adverse effect on the prospects or condition of the Guarantor;

          (e) in executing and delivering this Guaranty, the Guarantor has (i) without reliance on the Bank or any information received from the Bank and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and the Borrower, the Borrower’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Borrower or the obligations and risks undertaken herein with respect to the Liabilities; (ii) adequate means to obtain from the Borrower on a continuing basis information concerning the Borrower; (iii) full and complete access to the Facility Documents and any other documents executed in connection with the Facility Documents; and (iv) not relied and will not rely upon any representations or warranties of the Bank not embodied herein or any acts heretofore or hereafter taken by the Bank (including but not limited to any review by the Bank of the affairs of the Borrower);

          (f) in the event that the Guarantor is a partnership, limited liability partnership, corporation or limited liability company, the Guarantor also represents and warrants (i) that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) that it has all requisite power and authority to execute, deliver and perform its obligations under this Guaranty, and (iii) that the execution, delivery and performance of this Guaranty is in furtherance of its organizational purposes, and has been presented to and approved by its partners, directors, shareholders or members, as applicable; and

          (g) in the event that the Guarantor is a trust, the Guarantor also represents and warrants that (i) it is a duly constituted and validly existing trust, (ii) the Guarantor has delivered to the Bank a true, complete and accurate copy of the agreement pursuant to which it has been organized and all amendments and modifications thereto, and (iii) the trustees of the Guarantor signing this Guaranty have the legal capacity and full power and authority to execute, deliver, and perform their obligations under, and to bind the Guarantor to perform its obligations under, this Guaranty, and to execute and deliver any and all documents and instruments in connection herewith.

          Remedies Generally. The rights, powers and remedies granted to the Bank in this Guaranty are cumulative and in addition to any rights, powers and remedies to which the Bank may be entitled either by operation of law or pursuant to any other document or instrument delivered or from time to time to be delivered to the Bank in connection with the Facilities.

          Setoff. The Guarantor agrees that, in addition to (and without limitation of) any right of setoff, banker’s lien or counterclaim the Bank may otherwise have, the Bank shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Guarantor at any of the Bank’s offices, in U.S. dollars or in any other currency, against any amount payable by the Guarantor under this Guaranty which is not paid when due (regardless of whether such balances are then due to the Guarantor), in

15

which case it shall promptly notify the Guarantor thereof; provided that the Bank’s failure to give such notice shall not affect the validity thereof.

          Formalities. The Guarantor waives presentment, notice of dishonor, protest, notice of acceptance of this Guaranty or incurrence of any Liability and any other formality with respect to any of the Liabilities or this Guaranty.

          Amendments and Waivers. No amendment or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor therefrom, shall be effective unless it is in writing and signed by the Bank, and then the waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Bank to exercise, and no delay in exercising, any right under this Guaranty shall operate as a waiver or preclude any other or further exercise thereof or the exercise of any other right.

          Expenses. The Guarantor shall reimburse the Bank on demand for all costs, expenses and charges (including without limitation fees and charges of external legal counsel for the Bank and costs allocated by its internal legal department) incurred by the Bank in connection with the preparation, performance or enforcement of this Guaranty. The obligations of the Guarantor under this Section shall survive the termination of this Guaranty.

          Assignment. This Guaranty shall immediately be binding on, and shall inure to the benefit of the Guarantor, the Bank and their respective heirs, successors and assigns; provided that the Guarantor may not assign or transfer its rights or obligations under this Guaranty.

          Captions. The headings and captions in this Guaranty are for convenience only and shall not affect the interpretation or construction of this Guaranty.

          Governing Law, Jurisdiction, Etc. THIS GUARANTY SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. THE GUARANTOR CONSENTS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF NEW YORK. THE GUARANTOR IRREVOCABLY APPOINTS CORPORATION SERVICE COMPANY, WHICH CURRENTLY MAINTAINS A NEW YORK CITY OFFICE SITUATED AT 1177 AVENUE OF THE AMERICAS, 17TH FLOOR, NEW YORK, NEW YORK 10036-2721, AS ITS AGENT TO RECEIVE SERVICE OF PROCESS OR OTHER LEGAL SUMMONS FOR PURPOSES OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND AGREES THAT THE FAILURE OF SUCH AGENT TO GIVE ANY NOTICE OF ANY SUCH PROCESS OR SUMMONS TO THE GUARANTOR SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. SO LONG AS THE GUARANTOR HAS ANY OBLIGATION UNDER THE GUARANTY, IT WILL MAINTAIN A DULY APPOINTED AGENT IN NEW YORK CITY FOR THE SERVICE OF SUCH PROCESS OR SUMMONS. SERVICE OF PROCESS BY THE BANK IN CONNECTION WITH ANY SUCH DISPUTE SHALL ALSO BE BINDING ON THE GUARANTOR IF SENT TO THE GUARANTOR BY REGISTERED MAIL AT THE ADDRESS SPECIFIED BELOW OR AS OTHERWISE SPECIFIED BY THE GUARANTOR FROM TIME TO TIME. THE GUARANTOR WAIVES ANY RIGHT TO INTERPOSE ANY COUNTERCLAIM RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY SUCH ACTION. TO THE EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), THE GUARANTOR HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.

          Waiver of Jury Trial. THE GUARANTOR AND THE BANK EACH WAIVE ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN ADDITION, THE GUARANTOR WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS OR ANY CLAIM OF DELAY BY THE BANK AND ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

16

          Integration; Effectiveness. This Guaranty alone sets forth the entire understanding of the Guarantor and the Bank relating to the guarantee of the Liabilities and constitutes the entire contract between the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Guaranty shall become effective when it shall have been executed and delivered by the Guarantor to the Bank. Delivery of an executed signature page of this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of this Guaranty.

          IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed and delivered as of the date first above written.

Address for notices to the Bank:

JPMorgan Chase Bank, N.A.
345 Park Avenue
New York, New York 10154-1002
Attn:
Telecopier:
Telephone:

17

Name: Juan Carlos Torres Cisneros

Address for notices:

Telecopier:

Telephone:

Name: Eustaquio Tomas de Nicolas Gutierrez

Address for notices:

Telecopier:

Telephone:

Name: Jose Ignacio de Nicolas Gutierrez

Address for notices:

Telecopier:

Telephone:

Name: Gerado de Nicolas Gutierrez

Address for notices:

Telecopier:

Telephone:

Name: Julian de Nicolas Gutierrez

Address for notices:

Telecopier:

Telephone:

18

EX-99.7.04

Exhibit 7.04

CREDIT REQUEST (solicitud de credito)

CLIENT NO.: (num. de cliente) 40478 DATE: February 1, 2008

BORROWER: (nombre del cliente)	EUSTAQUIO TOMAS DE NICOLAS GUTIERREZ
BUSINESS: (actividad del negocio)
ADDRESS: (domicilio)
	Telephone #:
REQUEST: (solicitud)	NEW LINE OF CREDIT
	(Please Indicate Type of Credit, i.e. Line of Credit, Loan, I/D Advance, OD Facility, etc.)
AMOUNT: (importe)	U.S. $5,000,000.00
PURPOSE: (PROPOSITO)	FOR VARIOUS FACILITIES AS DESCRIBED ON PAGE 4 OF THE PROMISSORY NOTE, WHICH WILL BE USED FOR INVESTMENT OPPORTUNITIES IN THE FINANCIAL MARKET, SUCH AS PURCHASE OF FUNDS, BONDS, AND ANY OTHER INVESTMENTS.
DISBURSEMENT INSTRUCTIONS:	AS PER CLIENT’S REQUEST
(instrucciones de desembolso)
PERIOD: (plazo)	FOUR (4) YEARS FROM LINE OF CREDIT ISSUANCE DATE
REPAYMENT SCHEDULE:	REFER TO PAGE 4 OF THE PROMISSORY NOTE
(plan de pago)
FOR BANK USE ONLY (PARA USO DEL BANCO SOLAMENTE)
RATE SUGGESTED: (tasa sugerida)	REFER TO PAGE 4 OF THE PROMISSORY NOTE
OTHER INSTRUCTIONS	LINE OF CREDIT PROCESSING FEE: $200.00
(otras instrucciones)

I / (we) declare under oath that the information presented with this request is correct and I / (we) accept the usual conditions of the Bank regarding credit and especially those stipulated on the Promissory Note.
(En relación con esta solicitud, declaro / (declaramos) bajo juramento que los (datos en esa solicitud son correctos y ciertos y acepto / (aceptamos) las condiciones de crédito usuales del Banco y especialmente las estiputadas en el Pagaré).

EUSTAQUIO TOMAS DE NICOLAS GUTIERREZ

(BORROWER SIGNATURE) (firma del cliente)

1

[FORM OF] PROMISSORY NOTE

CLIENT NO.: 40478	NO.: LINE OF CREDIT No: 40478
(USD) 5,000,000.00	VALUE DATE: *

FOR VALUE RECEIVED, the undersigned (whether one or more) promise(s) to pay to the order of Banco Santander International (the “Bank”) at its office at 1401 Brickell Avenue, Miami, Florida 33131 or at any other office of Bank which Bank may designate, in lawful money of THE UNITED STATES and in immediately available funds the principal sum of FIVE MILLION AND 00/100 (USD) ($5,000,000.00) or, if less, the aggregate unpaid principal, interest or other amount of all Advances (as defined below) made to the undersigned by the Bank pursuant to this Promissory Note (“the Note”).

[ONLY COMPLETED OPTION APPLIES]: OPTION (b)

(a) on                    ,                     or if blank, ON DEMAND, and to pay interest on the unpaid principal amount hereof at the rate of [ ]PRIME/ [ ]LIBOR / [ ]TD RATE plus                       percent (                     %) per annum, net of any actual withholding or similar taxes or charges (which are currently fixed at                     %) payable on the                       day of each                      .

(b) on *                     ,                       or if blank, ON DEMAND, and to pay interest on the unpaid principal amount hereof at the rate of [ ]PRIME/ [ ]LIBOR/ [ ]TD RATE plus SEE RATE SCHEDULE ON PAGE 4(*) percent (                     %) per annum, net of any actual withholding or similar taxes or charges (which are currently fixed at NOT APPLICABLE%), payable on the                       day of each                      . It is intended that the indebtedness evidenced hereby will vary from time to time as additional advances are made by Bank to the undersigned (including through overdrafts to account number (s): #                     and payments on account of said indebtedness are made to Bank, but that the aggregate principal amount outstanding hereunder shall at no time exceed the principal amount of this Note as stated at the beginning hereof.

*EXPIRATION: FOUR (4) YEARS FROM LINE OF CREDIT ISSUANCE DATE

(c) in                      principal installments of $                     each on the                      day of each                     commencing on                     ,                     .and to pay interest on the unpaid principal amount hereof at the rate of [ ]PRIME /[ ] LIBOR / [ ]TD RATE plus                      percent (                    %) per annum, net of any actual withholding or similar taxes or charges (which are currently fixed at                     %), payable on the                      day of each                     , with the entire remaining principal amount hereof being due on                    ,                      together with any and all accrued interest hereon.

(d) on                     installments of $                     each on the                      day of each                      commencing on                     ,                     and a final installment of $                    , being due on                     ,                      Such amounts include interest at the rate of                      percent (                    %), per annum, net of any actual withholding or similar taxes or charges (which are currently fixed at                     %).

2

(e) on                     ,                      together with interest at the rate of                      percent (                    %) per annum, net of any actual withholding or similar taxes or charges (which are currently fixed at                    %), whether payable by undersigned or Bank.

          For purposes of the foregoing, (i)[ ] “PRIME” means the rate established from time to time as the Bank’s U.S. prime rate of interest, which may not be the lowest rate at which the Bank will lend money to its customers, and any change in the interest rate resulting from a change in said Prime Rate shall be effective on the same date as such change in the Prime Rate; (ii) “LIBOR” means a rate of interest determined by the Bank (initially for a period beginning on the date of this Note) to be the per annum rate at which deposits (in the currency in which this Note is denominated, or in the Euro (as defined below) if this Note is denominated in a currency that is substituted by the Euro) in the amount of this Note and for a term of                      (a “LIBOR Period”) are or would be offered by Banco Santander International in the London interbank market two Banking Days (as defined below) before the beginning of the LIBOR Period in question, and LIBOR (as thus determined) shall be effective until the end of that LIBOR Period, at which time the Bank will determine LIBOR in the same manner for a further period of the same duration (another “LIBOR Period”), at the end of which the Bank will determine LIBOR in the same manner for another period (also a “LIBOR Period”) of the same duration, and so forth (and if the Bank at any time determines that, due to events on international capital markets. Banco Santander International would not or could not offer such deposits in the London interbank market. ‘LIBOR’ shall thereafter mean such substitute rate as the Bank may in good faith determine to be a substantially comparable rate.

“Advances” means any and all credit extensions made by the Bank to the undersigned including, but not limited to, loans, overdrafts in the undersigned’s account with the Bank, commercial letters of credit or stand-by letters of credit issued by the Bank for the account of the undersigned, and financing of any payments relating to or arising out of any commercial letter of credit or stand-by letter of credit, subject to the terms and conditions set forth in this Note. For all purposes hereunder, the aggregate amount of all Advances outstanding at any one time shall include all accrued and unpaid interest, all Fees and other fess and cost payable in connection with such Advances.

“Banking Days” means any days except Saturday, Sunday and any days which shall be in Miami, Florida, United States of America, a legal holiday, or any days in which banking institutions are authorized or required by law or other government action to close in the city of Miami. “EURO” means the currency of participating member states of the European Union (EU) in accordance with the Treaty on EU signed on February 7,1992. Any amount payable hereunder which is not paid when due, whether at stated maturity, upon acceleration or otherwise, shall bear interest at the highest rate of interest permitted by law. All payments shall be applied first to accrued interest (computed on the basis of a 360-day year and for the actual number of days elapsed) and any other charges, and then to principal. Bank may impose a penalty or premium for principal prepayment in whole or in part to the extent that any costs are incurred by the Bank as a result of such principal prepayment. In such case, the Bank will pass through to the undersigned any and all costs, fees and expenses incurred by the Bank relating to the principal prepayment. Any prepayment accepted by the Bank shall be applied first to accrued interest and then to any principal installments in the reverse order of their maturities. In no event shall the interest rate charged hereunder exceed the maximum rate permitted by law. If

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any payment of interest and/or principal hereunder becomes due and payable on a Saturday, Sunday or business holiday in the state of Florida, the maturity thereof shall be extended to the next succeeding business day, and interest shall be payable thereon at the rate herein specified during such extension. Notwithstanding any other provisions of this Note, if this Note is denominated in a currency (the “Note Currency”) that is substituted by the Euro, all payment obligations under this Note (as well as all funding obligations hereunder) may be satisfied in Euro or (for so long as the Note Currency remains legal tender) in the Note Currency.

          The undersigned expressly acknowledges and agrees that the undersigned is solely liable and responsible for the payment of any tax, charge, fee or assessment of any kind whatsoever imposed or levied upon the Bank by any government or governmental entity by reason of the Bank’s loan to the undersigned and the repayment of the said loan by the undersigned. The undersigned agrees to promptly make said payment and to deliver to the Bank, within 30 days of said payment, an official receipt of payment from the government or governmental entity which collected the tax, charge, fee or assessment, if the undersigned is at any time or times required to deduct any tax, charge, fee or assessment from any amounts due hereunder, each such amount will be increased as may be necessary so that after all such required deductions are made the Bank receives an amount equal to the amount it would have received had no such deductions been made.

          The term “Liabilities” shall include any and all indebtedness, obligations and liabilities evidenced by this Note and all other liabilities including, but not limited to, Advances (for principal, interest or other amounts), direct or contingent, joint, several or independent, of the undersigned now or hereafter existing, due or to become due to, or held or to be held by, the Bank for its own account or as agent for another or others, whether created directly or acquired by assignment or otherwise. Upon the occurrence of any of the following, each of which shall constitute a default, this Note and all other Liabilities shall, at the option of the Bank, accelerate and become immediately due and payable (except for (h) or (i). in which case such acceleration shall be automatic and immediate): (a) non-payment of any amount due under this Note or of any of the other Liabilities shall occur (b) any representation in any financial or other statement of the undersigned, delivered to the Bank by or on behalf of the undersigned, shall be untrue or omit any material fact; (c) any event or condition shall occur or exist which, in the reasonable judgment of the Bank, could have a Material Adverse Effect(as defined below in the next paragraph); (d) the undersigned shall die or if the undersigned is a trust, partnership, corporation or other entity, shall be dissolved or become insolvent (however evidenced); (e) the suspension of business of the undersigned (f) the issuance of any warrant, process, order of attachment garnishment or other Lien and/or the filing of a lien against any of the property of the undersigned or any party securing this Note shall occur in an aggregate amount exceeding USD50,000.00; (g) the undersigned shall fail to provide the Bank with such documentation as the Bank may require in connection with this Note within 10 days of written notice from the Bank to the undersigned; (h) the undersigned shall make an assignment for the benefit of creditors or a trustee or receiver shall be appointed for the undersigned or for any of the property thereof; (i) any proceeding shall be commenced by or against the undersigned under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt receivership, liquidation, or dissolution law or statute; (j) the undersigned shall fail to make payment in full of any tax, charge, fee, or assessment of whatsoever kind imposed and/or levied upon the undersigned and/or Bank by any government or governmental entity, by reason of the Bank’s loan to the undersigned; (k) the undersigned shall fail to deliver to the Bank, within 30 days of

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payment, an official receipt of payment from the government or governmental entity which imposed or levied any such tax, charge, fee, or assessment; (l) the undersigned or any other pledgor of collateral then securing payment of this Note shall fail to furnish the Bank, within three Banking Days after the Bank so demands, additional collateral satisfactory to the Bank in order to secure payment of this Note (whether the Bank demands such additional collateral because of depreciation in the value of the other collateral then securing this Note, because of a change in the lending value assigned by the Bank to any investment security or type of investment security or other property then securing this Note, because of any change in market conditions, or because of any other circumstance or reason); or (m) the Bank shall decide to close, for any reason, any account which constitutes (or which contains any funds, any investment security(ies) or any other assest(s) which constitute) all or any part of any collateral then securing the payment of this Note. In such event the Bank will provide to the undersigned a 10 days notice.

          “Material Adverse Effect” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the undersigned, (b) the rights and remedies of the Bank under any loan documents (including, without any limitations, this Note, any pledge agreements securing the indebtedness evidenced by this Note, any agreements or instruments relating to or arising out of this Note), (c) the ability of the undersigned or any party securing this Note to perform its obligations under any such documents to which it is or is to be a party, and (d) and the ability of Bank to comply with any applicable law.

          In the event that the undersigned’s country of citizenship or domicile requests the Bank at any time to make further extensions of credit to the undersigned or to other public or private sector borrowers organized under the laws of the undersigned’s country, by reason of Bank’s loan to the undersigned, the undersigned shall be responsible for responding to any such request to the extent that it is based on or refers to this Note, regardless of the period to which such request pertains; and the Bank shall have no responsibility or obligation with respect to such request, in addition, in the event the undersigned’s country of citizenship requires Bank by virtue of this Note to make further extensions of credit to the undersigned or to other public or private sector borrowers in the undersigned’s country, the same shall be considered a default under the terms of this Note. Bank is hereby empowered then to accelerate the maturity of this Note and declare this Note due and payable in full and to set off against any assets of the undersigned in the possession or custody of Bank.

          In the event that any applicable law, order, regulation, treaty, or directive issued by any central bank or other governmental authority, agency, or instrumentality or any governmental or judicial interpretation or application thereof, or compliance by the Bank with any request or directive (whether or not having the force of law) issued by any central! bank or other governmental authority, agency, or instrumentality: (i) does or shall require or shall induce the Bank to make further extensions of credit to the undersigned, or to any individuals or entities, private, public, or governmental, by reason of the Bank’s loan to the undersigned; (ii) does or shall subject the Bank to any tax of any kind whatsoever with respect to its loans made to the undersigned, or change the basis of taxation of payments to the Bank or principal, fees, interest, or any other amount payable hereunder (except for a change in the rate of tax on the overall net income of the Bank); (iii) does or shall impose, modify, or hold applicable any reserve, capital requirement, special deposit, compulsory loan, or similar requirement against assets held by, or

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deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of the Bank which are not otherwise included in the determination of interest payable on the said loan to the undersigned; or (iv) does or shall impose on the Bank any other condition; and the result of any of the foregoing is that the Bank makes further extensions of credit to the undersigned or to any individuals, or entities, private, public or governmental, or any of the foregoing shall increase the cost to the Bank of making, renewing, or maintaining said loan to the undersigned or reduce any amount receivable in respect thereof or the rate of return on the capital of the Bank or any corporation controlling the Bank; then, in any such case, the undersigned shall promptly pay to the Bank, upon its written demand, any additional amounts necessary to compensate the Bank for such additional cost or reduced amounts receivable or rate of return, and said additional amounts may be added to and made part of the principal of the said loan at the sole discretion of the Bank. In addition, the Bank may elect to consider the occurrence of any of the foregoing events a default in the performance of said loan. The undersigned acknowledges that Bank is then empowered to accelerate the maturity of the loan and to declare the loan due and payable in full.

          No delay on the part of the Bank in exercising any of its options, powers or rights hereunder, or partial or single exercise thereof, shall constitute a waiver thereof. No waiver by the Bank of any default shall be effective unless given in writing by an authorized officer thereof, nor shall such waiver operate as a waiver of such default on another occasion. The rights and remedies expressly provided in this Note are cumulative and not exclusive of any rights or remedies, which the Bank may otherwise have. The provisions hereof shall survive the termination of this Note and payment of the loan by the undersigned.

          The undersigned hereby (a) expressly waives demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notice, filing of suit and diligence in collecting this Note: (b) agrees that Bank shall not be required first to institute any suit, or to exhaust its remedies against any other person, in order that the undersigned become liable hereunder and subject to the Bank’s enforcement of this Note; (c) consents to any extension, renewal or postponement of the time of payment of this Note and to any other indulgence with respect hereto without notice to the undersigned: and (d) agrees that, notwithstanding the occurrence of any, of the foregoing, the undersigned shall be and remain jointly and severally (if the undersigned are more than one), directly and primarily liable for all sums due under this Note and all other Liabilities.

          If it is necessary to convert a sum due hereunder into U.S. DOLLARS, the rate of exchange used shall be the rate at which, under normal banking procedures, the Bank could purchase U.S. DOLLARS on the day preceding the conversion.

          If any of the undersigned is a trust, partnership, corporation or other entity, the signatory(ies) below represent(s) and warrant(s) to the Bank that such entity is in good standing under the laws of the place of its formation and that his or their execution of this Note on behalf of such entity has been duly authorized by all requisite actions of such entity.

          This Note shall bind the undersigned and all heirs, executors, personal representatives, successors and assigns of any of the undersigned. No ambiguity in any provision of this Note shall be construed against the Bank by reason of the fact that the Bank or its legal counsel drafted such provision.

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          Notices to the undersigned shall be deemed to have been duly given or made when sent by the Bank in the manner designated by the undersigned in writing. Notices to the Bank shall be effective only after receipt by the Bank.

          The Bank and its directors, officers, employees, attorneys and agents (each of the foregoing, Including the Bank, being an “Exculpated Party”) shall not at any time incur any liability to the undersigned (and the undersigned hereby expressly waives and releases any and all claims and causes of action which it may at any time or times have against any Exculpated Party) in connection with any acts, omissions or circumstances at any time or times arising out of or relating directly or indirectly to this Note or any transaction contemplated hereby (other than any such acts or omissions amounting to gross negligence or willful misconduct on the part of such Exculpated Party, as finally determined pursuant to applicable law by a court of competent jurisdiction sitting in the United States). The Bank and its directors, officers, employees, attorneys and agents (each of the foregoing, including the Bank, being an “Indemnified Party”) shall at all times be indemnified, reimbursed and held harmless by the undersigned (and, at the request of the Bank, be defended by the undersigned) from and against any and all claims, demands, causes of action, liabilities, losses, damages, fines and reasonable expenses (including without limitation any reasonable attorneys’ fees, whether incurred at trial, on appeal or without litigation) which may at any time or times be imposed upon, incurred or suffered by, or asserted against such indemnified Party in connection with any one or more acts, omissions or circumstances arising out of or relating directly or indirectly to this Note or any transaction contemplated hereby (other than any such acts or omissions amounting to gross negligence or willful misconduct on the part of such Indemnified Party, as finally determined pursuant to applicable law by a court of competent jurisdiction sitting in the United States).

          The undersigned and the Bank hereby agree that if the undersigned at any time enters into a Discretionary Investment Management Agreement. Nondiscretionary Investment Management and Advisory Agreement, or similar agreement with the Bank (the “Investment Agreement”), and if any controversy at any time arising between the undersigned and the Bank (or any agent, representative or employee of the Bank) is determined by arbitration pursuant to the terms of the Investment Agreement, then any controversy which is at the same time determined between the undersigned and the Bank (or any agent, representative or employee of the Bank) with regard to or in connection with this Note shall be determined in the same arbitration proceeding: such arbitration shall be in accordance with the rules of the American Arbitration Association and in accordance with the terms of the Investment Agreement. Without limiting the generality of the foregoing, the undersigned and the Bank acknowledge and agree that: (i) any such arbitration proceeding shall be held in the county and state indicated under the terms of the Investment Agreement; (ii) the award of the arbitrator or of a majority of the arbitrators shall be final and binding on the parties thereto; (iii) judgment on such award may be entered in any state or federal court having jurisdiction; (iv) the undersigned and the Bank waive their right to seek remedies (regarding the same controversy or controversies) in court, including the right to jury trial; (v) pre-arbitration discovery is generally more limited than and different from discovery in connection with court proceedings; and (vi) the award of the arbitrator or arbitrators is not required to include factual findings or legal reasoning, and any party’s right to appeal or to seek modification of rulings by the arbitrator(s) is strictly limited.

          The undersigned hereby authorizes the Bank to record on its account books the amount of the Bank’s loan to the undersigned and all payments in respect thereof which

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recording shall, in the absence of manifest error, be conclusive as to the outstanding principal amount of said loan.

          The undersigned agrees to pay all reasonable costs and expenses of the Bank in connection with the execution, collection and enforcement of this Note, including applicable taxes and reasonable attorneys’ fees (including without limitation those for bankruptcy and appellate matters and those incurred outside of litigation) and attorneys’ expenses. This Note shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, in all respects including, without limitation, matters of construction, validity and performance, and the undersigned consents to service of process on the undersigned at that address of the undersigned appearing on the records of the Bank, by certified mail, return receipt requested (if possible), and such service shall be deemed to be complete five (5) days after the same shall have been so mailed. The undersigned further consents and submits to the jurisdiction of the courts (state and federal) in Miami-Dade County, Florida, United States of America, in connection with any lawsuit relating hereto. In any such lawsuit, the undersigned hereby waives the right to interpose any set-off, or counterclaim of any nature or description, and waives any claim for consequential, punitive or special damages. In addition, the undersigned hereby irrevocably waives, to the full extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any such lawsuit in any jurisdiction. The undersigned hereby agrees that a final judgment in connection with any such lawsuit shall be conclusive and may be enforced in any jurisdiction by suit on the judgment or in any other manner provided by law. The undersigned and the Bank hereby waive trial by jury in any court in connection with this Note, and each hereby certifies that no representative of the other has expressly or impliedly represented that the other might not enforce this jury waiver, and each hereby certifies that this jury waiver is a material inducement for the Bank to accept this Note and extend credit hereunder. This Note contains an arbitration clause, which requires that certain disputes arising under or relating to this Note be resolved by binding arbitration.

          If the borrower hereunder is a corporation or other business organization, PRINT NAME OF SUCH CORPORATION OR OTHER ORGANIZATION, for which the individual(s) signing below is/are acting. (If the borrower is not a corporation or other organization, each individual is signing in his/her individual capacity).

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THE UNDERSIGNED ACKNOWLEDGES THAT THIS PROMISSORY NOTE CONSISTS OF FOUR (4) PAGES, INCLUDING THIS SIGNATURE PAGE

Signature:		Signature:
Name/Title:	EUSTAQUIO TOMAS DE	Name/Title:
	NICOLAS GUTIERREZ

DO NOT WRITE BELOW THIS LINE (FOR BANK USE ONLY)
(*) LINE OF CREDIT RATE SCHEDULE:
OVERDRAFTS: LIBOR PLUS 0.45% P.A.		LETTERS OF CREDIT: NOT APPLICABLE (N/A)
	AMORTIZATION SCHEDULE:		FEES AT NEGOTIATION
	INTERESTS CAPITALIZED MONTHLY AND
	PRINCIPAL AT MATURITY
SHORT TERM LOANS (UP TO 4* YEARS): LIBOR		STAND-BY L/C: N/A
PLUS 0.45% P.A.			FEES UP-FRONT
	AMORTIZATION SCHEDULE:
	PRINCIPAL AT MATURITY, AND
	INTERESTS AS DETERMINED AT TIME OF
	DRAWDOWN
*DRAWDOWNS TERM NOT TO EXCEED LINE OF CREDIT EXPIRATION DATE
FINANCING OF LETTERS OF CREDIT (UP		ACCEPTANCES DISCOUNTED: N/A
TON/A DAYS): N/A
	AMORTIZATION SCHEDULE:

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EX-99.7.05

Exhibit 7.05

GUARANTEE AND PLEDGE AGREEMENT

          For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce UBS AG (the “Bank”) to make one or more loans or otherwise extend credit to or for the account of CR-1 SA de CV, CR-2 SA de CV, CR-3 SA de CV, CR-4 SA de CV, and/or CR-5 SA de CV (herein called the “Obligor”) pursuant to the General Terms and Conditions of Credit Arrangements between the Obligor and the Bank in effect from time to time (including any Schedule I thereto, the “General Terms”) or any other credit arrangements (together with the General Terms, the “Credit Arrangements”), or to or for the account of others whose obligations to the Bank are guaranteed by the Obligor (the documents pursuant to which such obligations are so guaranteed being the “Obligor’s Guarantees”), the undersigned (the “Guarantor”) hereby agrees as follows:

I. Guarantee

          The Guarantor hereby unconditionally and irrevocably guarantees to the Bank, its successors, endorsees and assigns, the prompt payment when due of all obligations and liabilities of all kinds of the Obligor to the Bank under the Credit Arrangements and the Obligor’s Guarantees and, in each case, any promissory note or other evidence of the indebtedness created thereunder, whether due or to become due, secured or unsecured, absolute or contingent, joint or several, and howsoever or whenever incurred by the Obligor (the “Obligations”).

          The Guarantor’s obligations hereunder shall not be affected by the genuineness, validity or enforceability of the Credit Arrangements or the Obligor’s Guarantees or, in each case, the credit extended or guaranteed thereunder or pursuant thereto or by the perfection, or extent, of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute a defense to this Agreement. In the event that at any time any payment to the Bank in respect of any Obligation is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder, or the Guarantor’s obligations hereunder shall be reinstated, in respect of such Obligation as if such payment were due but not paid at such time.

          The Guarantor agrees that the Bank may at any time and from time to time, without notice to or further consent of the Guarantor, accept Obligor’s Guarantees, make loans or otherwise extend credit to the Obligor or to others whose obligations have been guaranteed by the Obligor, extend the time of payment of, or exchange or surrender any collateral for, any of the Obligations or such guaranteed obligations, and may also make any agreement with the Obligor or with any other party liable on any of the Obligations or such guaranteed obligations for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof, without in any way impairing or affecting this

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Agreement. The Guarantor agrees that the Bank may resort to the Guarantor for payment of any of the Obligations whether or not the Bank shall have proceeded against any other obligor principally or secondarily obligated with respect to any of the Obligations.

          This is a continuing guarantee and shall remain in full force and effect and be binding upon the Guarantor and the Guarantor’s successors and assigns until seven days after the date on which written notice of its revocation shall actually be received by the Bank. No such revocation shall release the Guarantor or affect in any manner the rights, remedies, powers, security interests and liens of the Bank under this Agreement with respect to any of the Obligations arising prior to the effectiveness of such revocation or arising thereafter pursuant to a commitment of the Bank in effect prior to such revocation.

II. Grant of Security Interest

1. Security Agreement. As security for the payment of all of the Obligations, the Guarantor hereby grants to the Bank a security interest in and lien upon the following (collectively referred herein as the “Collateral”): (i) Account No. FL26121 of the Guarantor with UBS International Inc. (“UBSI”) (and any account number that shall subsequently be assigned to such account by UBSI) and the balance thereof and all assets credited thereto from time to time (the “Account”), including any other present or future claim of the Guarantor with respect to the Account, (ii) all money, instruments, securities, documents, credits, claims, demands and any other property, rights or interests of the Guarantor or in which the Guarantor has any interest, of any kind, tangible or intangible, which are ever in the Account, (iii) any other assets identified as Collateral on Schedule I to the General Terms or in which the Guarantor otherwise grants a security interest to the Bank and (iv) all interest and dividends on and proceeds, products and accessions of and to, and any property received or issuable in exchange for, any of the foregoing. The Bank shall be deemed to have possession of any property in transit to or set apart or held for it or any of its affiliates, agents, custodians, sub-custodians, associates or correspondents. All withdrawals and substitutions of Collateral shall be subject to the Bank’s discretion and to applicable law.

          The Bank shall have with respect to the Collateral, in addition to any rights referred to herein, all the rights of a secured party under the Uniform Commercial Code of New York. The Bank shall have the right (but not the obligation) (i) to hold any Collateral in its name, in the name of any custodian or sub-custodian for the Bank or in the name of any nominee of any of such entities, and to require the Guarantor to transfer Collateral into any such name, (ii) in its name or the name of the Guarantor to demand, sue for, collect and receive any money or property at any time due or payable on account of or in exchange for any Collateral, compromise or settle, extend the time of payment or alter the terms of payment of, any Collateral, and take any other action which the Bank deems necessary or appropriate in connection with any Collateral or its custody or preservation, all without notice to the Guarantor and without discharging any Obligation or incurring any liability to the Guarantor. Upon the occurrence of a default or Event of Default (as defined in the Credit Arrangements, the Obligor’s Guarantees or the credit arrangements supported by the Obligor’s Guarantees), after any grace period that may be applicable, the Bank may apply the Collateral to the Obligations in such order and in such manner as it may choose. The Bank shall have no obligations with respect to Collateral except to use reasonable care in the custody and preservation thereof to the extent

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required by law. With respect to any Collateral held by a custodian or sub-custodian for the Bank, the Bank’s duty under the preceding sentence shall be limited to the use of reasonable care in the selection of such custodian or sub-custodian. The Guarantor, and not the Bank, shall be obligated to give any notice or take any other steps necessary to preserve rights against any other or prior party to any instrument. To the extent permitted by law, any requirement of reasonable notice imposed by law shall be deemed met if such notice is in writing and is mailed, transmitted by facsimile or hand delivered to the Guarantor at least three business days prior to the sale, disposition or other event giving rise to such notice requirement, provided that the Bank shall not be required to give any prior notice to the Guarantor in connection with the sale or other intended disposition of Collateral that is of a type customarily sold on a recognized market or threatens to decline speedily in value. Notwithstanding the realization by the Bank upon all of the Collateral, unless the Bank has proposed that it retain the Collateral in satisfaction of the Obligations and no written objection has been made thereto within the time specified in any applicable section of the New York Uniform Commercial Code, the Guarantor shall continue to be liable for any balance of the Obligations (including interest to the date of payment) which shall thereafter remain unpaid. For purposes of this Article II, (i) the term “Bank” shall be deemed to refer to all offices of UBS AG and (ii) references to “Obligations” shall be deemed to include all obligations of the types included in the definition thereof owed to any office of UBS AG.

2. Lending Value of Collateral. The Guarantor understands and agrees that the Guarantor must maintain Collateral in which the Bank has a first-priority, perfected security interest having a Lending Value, as defined below, equal to not less than 100% of the principal of, interest on and all other amounts payable in respect of the Obligations outstanding from time to time (including without limitation Obligations which have not yet matured or are contingent) (the “Required Lending Value”). “Lending Value” shall mean the percentage set forth in the General Terms (receipt of a copy of which the Guarantor hereby acknowledges), or otherwise fixed by the Bank from time to time in its discretion, of the fair market value, as determined by the Bank from time to time, of the relevant class of collateral, subject, in the case of any security which, under the circumstances, is covered by Regulation U or Regulation X of the Federal Reserve Board, to any maximum margin percentage imposed by such Regulations, it being understood that, unless specifically agreed by the Bank in writing, the Bank may change or eliminate the percentage applicable to any class of Collateral at any time without prior notice to the Guarantor. The Guarantor agrees immediately to deliver additional Collateral to the Bank to the extent that, at any time, the aggregate Lending Value of the Collateral is less than the Required Lending Value. While any Obligations or Obligor-guaranteed obligations are outstanding, the Bank reserves the right not to release, or allow the substitution of, any of the Collateral if such release or substitution would cause the Lending Value thereof to fall below the Required Lending Value.

3. Agreements and Representations Relating to Collateral. The Guarantor represents and agrees that the Guarantor owns and will at all times own the Collateral free and clear of any lien or other encumbrance other than the security interest created hereby and that the Collateral will not at any time include (i) securities the ownership of which is required to be reported under Rule 13d-1 under the Securities Exchange Act of 1934 or (ii) “restricted securities” as defined in Rule 144 under the Securities Act of 1933 or any other security or other property that is subject to any restriction on the sale, pledge or other disposition thereof under applicable law or under any agreement or instrument to which the Guarantor is subject. The Guarantor further represents and agrees that the Collateral and any other collateral supporting any Obligation is the rightfully

3

derived property of the party in whose name it is held and that there are no pending or, to its knowledge, threatened proceedings that could result in a forfeiture of the Collateral or such other collateral, and the Guarantor agrees to inform the Bank of any such proceeding, pending or threatened. The Guarantor’s representations herein shall be deemed repeated at the time of each financial accommodation given by the Bank to the Obligor or to any obligor under any Obligor-guaranteed credit arrangement. If any portion of the Collateral is held in an account managed on a discretionary basis by the Bank or any other office or affiliate of UBS AG, the Guarantor (i) acknowledges that the dual role of UBS AG and/or such affiliate as creditor and discretionary manager could give rise to a potential conflict of interest and (ii) consents to the performance by UBS AG and/or such affiliate of that dual role. The Guarantor will, at the Guarantor’s expense and in such form as the Bank may require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be necessary or desirable, or that the Bank may request, in order to create, preserve, perfect or validate the security interest created hereby or to enable the Bank to exercise and enforce its rights hereunder or under applicable law with respect to any of the Collateral.

4. Set-Off. In addition to the Bank’s security interest, it shall at all times have a right to set off against the Obligations at or after the time at which they become due, whether at stated maturity, by acceleration, upon demand or otherwise, all collected funds at any time in any account maintained with the Bank by or for the benefit of the Guarantor or other party obligated for the Obligations or Obligor-guaranteed Obligations, unless such account is clearly denominated in the Bank’s records as not being the Guarantor’s or such other party’s property, in which case such right of set-off shall apply only to so much thereof as belongs to the Guarantor or such other party. This right is in addition to, and not in limitation of, any right the Bank may have at law or otherwise. If any Obligations or Obligor-guaranteed obligations are secured by California real property, any application of the Collateral thereto shall conclusively be deemed to be an exercise of the Bank’s rights under the Uniform Commercial Code of California, rather than an exercise of any right of set-off.

5. Notification Regarding Shares. The Guarantor acknowledges that, in the event that any Collateral constituting shares of stock (the “Shares”) are registered in the name of a person or entity other than the Bank or its designee, the Bank may not receive (and accordingly will have no responsibility to act on) any notice of corporate actions or events provided to the shareholders of the issuer of the Shares (the “Issuer”). The Guarantor agrees to (i) notify the Bank promptly upon receipt of any communications to shareholders of the Issuer disclosing or proposing any stock split, stock dividend, extraordinary cash dividend, spin-off or other corporate action or event as a result of which the Guarantor would receive securities, cash (other than ordinary cash dividends) or other assets in respect of the Shares pledged to the Bank and (ii) immediately upon receipt by the Guarantor of any such assets, deliver them to or as directed by the Bank as additional Collateral.

III. Miscellaneous Provisions

1. Expenses. The Guarantor shall be liable to the Bank, and shall promptly reimburse it on demand, for all reasonable expenses incurred by the Bank as a result of any default or Event of Default (as defined in the Credit Arrangements, the Obligor’s Guarantees or the credit arrangements supported by the Obligor’s Guarantees), including reasonable fees and

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disbursements of counsel and all reasonable expenses incurred in collection and in the protection of its rights in respect of the obligations of the Guarantor hereunder (including all expenses incurred in connection with any workout or any bankruptcy or similar proceedings relating to the Guarantor). The Guarantor shall also reimburse the Bank from time to time at the Bank’s request for any reasonable out-of-pocket expenses incurred by the Bank in connection with the Collateral and the Bank’s security interest therein.

2. Waivers of the Guarantor. The Guarantor waives notice of the acceptance of this Agreement and of the making of any loans or extensions of credit to the Obligor or any other party, presentment to or demand or payment from anyone liable in any manner with respect to any of the Obligations, presentment, demand, notice of dishonor, protest and all other notices whatsoever.

3. Modification; Notices; Demands. No delay on the part of the Bank in exercising any of its options, powers or rights, and no partial or single exercise thereof, shall constitute a waiver thereof. No waiver of any rights hereunder, or under any other document or applicable law, and no amendment or modification hereof or thereof, shall be effective unless the same shall be in writing, duly signed on behalf of the party against whom such waiver, modification or amendment is asserted, and each such waiver, if any, shall apply only with respect to the specific instance involved, and, unless otherwise expressly agreed to in writing, shall in no way impair the rights or obligations of any party in any rights or obligations of any party in any other respect at any other time. Any notice or demand or request shall be in writing and shall be deemed to have been received and shall be effective on the day on which delivered if (a) personally delivered, (b) transmitted by telex, telecopier or telegram, or (c) mailed by certified mail or sent by courier service providing evidence of delivery (in which case such notice shall be deemed to be delivered on the date shown on any receipt or other evidence of delivery or refusal), and notices transmitted as provided in clauses (b) or (c) (i) in the case of the Bank, shall be addressed to the Bank at 101 Park Avenue, New York, New York 10178, or at any other address designated by the Bank for such purpose in a notice given to the notifying party in the manner herein provided, and (ii) in the case of the Guarantor, shall be addressed to the Guarantor at the Guarantor’s address set forth below (or if none is set forth, at the Guarantor’s address in the records of the Bank or its affiliates), or at any other address designated by the Guarantor for such purpose in a notice given to the Bank in the manner hereinabove provided.

4. Cooperation; Additional Documentation. The Guarantor will execute all other documents, including without limitation any government form under margin regulations, as the Bank may deem necessary or appropriate in connection herewith, and will cooperate with and assist the Bank in protecting and realizing upon the Bank’s rights and interests.

5. Power of Attorney. The Guarantor hereby irrevocably appoints the Bank, and any officer of the Bank designated by the Bank from time to time, with full power of substitution, the Guarantor’s attorney-in-fact with full power and authority in the Guarantor’s name and on the Guarantor’s behalf, in such attorney-in-fact’s sole discretion, to exercise all rights and powers of the Guarantor with respect to the Collateral and any Account and take any action to preserve or realize upon the Bank’s security interest, and otherwise to perform any act which the Guarantor is obligated to perform hereunder.

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6. Enforceability of Guarantor’s Obligations; Solvency. Anything contained in this Agreement to the contrary notwithstanding, the amount of the obligations payable by the Guarantor hereunder shall be the aggregate amount of the Obligations unless a court of competent jurisdiction adjudicates the Guarantor’s obligations to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers), in which case the amount of the obligations payable by the Guarantor hereunder shall be limited to the maximum amount that could be guaranteed by the Guarantor without rendering the Guarantor’s obligations under this Agreement invalid or unenforceable under such applicable law.

          The Guarantor hereby represents that he/it is Solvent and will be Solvent upon the completion of all transactions contemplated to occur on or before the consummation of the transactions comprising the Credit Arrangements and the Obligor’s Guarantees (including, without limitation, the making of this Agreement).

          “Solvent” means, with respect to the Guarantor, that as of the date as of which his/its solvency is to be measured: (i) the fair saleable value of his/its assets is in excess of (A) the total amount of his/its liabilities (including contingent, subordinated, absolute, fixed, matured, unmatured, liquidated and unliquidated liabilities) and (B) the amount that will be required to pay the Guarantor’s probable liability on his/its debts as such debts become absolute and matured; (ii) he/it has sufficient capital to conduct his/its business; and (iii) he/it is able to meet his/its debts as they mature.

7. ARBITRATION. If any dispute, controversy or claim arises out of or relates to this Agreement or any other document, or to any obligation or other transaction or relationship between the Guarantor and the Bank (all such documents, obligations, transactions and relationships being referred to herein collectively as the “Relationship”), including but not limited to any dispute, controversy or claim with regard to any agreement, the breach thereof, or any account or transaction the Guarantor has with the Bank, the Guarantor and the Bank (also referred to as “the parties”) (i) shall, to the extent possible, attempt to settle that dispute, controversy or claim amicably by negotiation between the parties within 45 days from the date of written notice by either party to the other of the existence of a dispute, controversy or claim, and (ii) agree that, failing an amicable settlement, such dispute, controversy or claim shall be finally resolved by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

          The place of arbitration shall be the Borough of Manhattan, New York City. The language of the arbitration shall be English. Any award in the arbitration shall be payable in U.S. dollars. The number of arbitrators shall be three, all of whom shall be lawyers admitted to the Bar of the State of New York with expertise in banking and securities matters, and who may have been or be members of the banking or securities industry. Within 20 days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two selected shall select a third arbitrator within 30 days of their selection. If any arbitrators are not selected within these time periods, the AAA shall make the required selection. All costs and expenses of the arbitrators and the AAA shall be borne by the parties equally, and each of the

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parties shall bear the expenses and costs of his or its own counsel, experts, witnesses, preparation and presentation of his or its case.

          In any arbitration commenced hereunder, or in any other proceeding between the parties, the parties hereby expressly waive, and the arbitrators are not empowered to award damages for, any and all claims for punitive, consequential or exemplary damages, as well as any claims for lost profits, or loss of business opportunity or prospective economic advantage. Except as may be required by law or regulation, neither the parties, their representatives, nor the arbitrators may disclose the existence, content or results of any arbitration between the parties without the prior written consent of both the Guarantor and the Bank.

          With regard to arbitration, the Guarantor hereby acknowledges, agrees and understands that:

• Arbitration is final and binding on the parties.

• The parties are waiving their right to seek remedies in court, including the right to jury trial, and the right to punitive and other types of damages.

• Pre-arbitration discovery is generally more limited than and different from court proceedings.

• The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrators is strictly limited.

• The panel of arbitrators may include arbitrators who were or are affiliated with the banking or securities industry.

8. Governing Law; Suits; Jury Trial. UNLESS OTHERWISE AGREED BY THE PARTIES IN WRITING, ALL THE RIGHTS AND OBLIGATIONS OF THE BANK AND THE GUARANTOR WITH RESPECT TO THE RELATIONSHIP SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CHOICE OF LAW OR CONFLICT OF LAWS.

          In the event that the arbitration provision contained herein is found to be unenforceable, the Guarantor agrees to submit to the exclusive jurisdiction of the courts of the United States for the Southern District of New York and the courts of the State of New York; provided, however, that proceedings against the Guarantor may also be brought in courts of the jurisdiction of the Guarantor’s residence or place of business if the Bank so elects. THE GUARANTOR AND THE BANK IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY PROCEEDING CONCERNING THE RELATIONSHIP. In each case, the Guarantor hereby waives any objection to jurisdiction or venue in any such proceeding commenced in said courts. The Guarantor hereby waives personal service of any summons, complaint or other process and agrees that any process required to be served on the Guarantor for purposes of any such proceeding may be served on the Guarantor, with the same effect as

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personal service within the State of New York, by certified mail or by courier service providing evidence of delivery addressed to the Guarantor at the Guarantor’s address for notices as provided in Article III(c) and shall be deemed to have been served when received or delivered at such address.

          If any provision hereof is invalid or unenforceable under applicable law, the other provisions hereof shall remain in full force and effect. All rights and remedies granted to the Bank hereunder, under any other document and under applicable law shall be cumulative and may be exercised by the Bank from time to time.

          In witness whereof, the Guarantor has executed this Agreement as of October 29, 2007.

IXE Banco, S.A. Fideicomiso F/466

NAME OF GUARANTOR

Authorized Signature(s)

Address:

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For Client No: 40478
Pledgor’s Account No: 40723

PLEDGE

In consideration of any financial accommodation given, to be given or to be continued to: EUSTAQUIO TOMAS DE NICOLAS GUTIERREZ (the “Obligor”) by Banco Santander International (the “Bank”), the undersigned (the “Pledgor”) hereby assigns to, transfers to and pledges with Bank, and grants to Bank a continuing security interest in the shares of Desarolladora Homex, S.A.B. de C.V., now or hereafter existing, held or managed by or booked or deposited with Bank (whether or not under the Account Numbers set forth above), together with all proceeds (thereof, all dividends, interest and capital appreciation previously or hereafter earned thereon, and all distributions previously or hereafter made with respect thereto (all of the foregoing being collectively the “Collateral”). The Pledgor hereby agrees that the Collateral secures: (a) the payment, obligations and performance relating to or arising out of the Promissory Note dated as of FEBRUARY 4, 2008, executed by the Obligor in favor of Bank in the stated principal amount of U.S.$5,000,000.00 (Five Million U.S. dollars), in substance as attached hereto as Exhibit A and as amended, restated or modified from time to time (the “Note”), and (b) all other debts, obligations and liabilities including , but not limited to, Advances (as defined in the Note) for principal, interest or other amounts, (whether absolute, direct or contingent) of Obligor, now or hereafter existing, due or to become due to, or held or to be held by the Bank (each of the foregoing, the “Obligations”).

This Pledge (as amended, supplemented, modified, extended, renewed, restated, or replaced from time to time) is supplemented and amended by Pledge Addendum For Margin Loans dated as of FEBRUARY 1, 2008, executed by Pledgor in favor of Bank, (the “Addendum”), and is hereby incorporated as part of this Pledge,

1. Pledgor represents and warrants that the Collateral is and will be validly and duly pledged to Bank in accordance with applicable law and agrees to defend Bank’s right, title, lien and security interest in and to the Collateral against the claims and demands of all persons whomsoever. Pledgor also represents and warrants to Bank that it has good title to the Collateral; and is the sole owner of the Collateral, free and clear of all claims, mortgages, pledges, liens, encumbrances and security interests of every nature whatsoever (other than the ones created hereby), that no consent or approval of any governmental or regulatory authority was or is necessary to the validity or enforcement of this Pledge and that Pledgor has the right and power to assign and pledge the Collateral to Bank. Unless prior notice is applicable pursuant to a provision of this Pledge, its Addendum or Note (all the foregoing being collectively the “Loan Documents”), Bank is hereby authorized, upon default in the payment or performance of any of the Obligations and without prior consent of or notice to Pledgor, to apply the funds represented by or included in the Collateral to the payment of the Obligations and to sell

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the Collateral or withdraw funds for such purpose at such time and in such amounts as Bank shall, in its discretion, determine, and, so doing so, may effect whatever foreign exchange transactions it considers necessary or advisable at the expense of the Obligor. Bank shall not be required to institute or to complete any efforts of collection against Obligor or Pledgor before proceeding to apply the Collateral to the payment of the Obligations.

2.	The assignment, transfer and pledge made hereunder shall be and remain irrevocable and none of the Collateral shall be cancelled, withdrawn or sold by Pledgor until such time as any and all of the Obligations are repaid in full and Bank has cancelled this Pledge in writing. Bank, in its sole discretion, at the request of Pledgor may accept substitute accounts and/or assets of equal or greater value in exchange for the Collateral initially existing. All the Collateral consisting of time deposits, including any and all interest accruing thereon, shall be renewed and re-deposited automatically at the termination of each time period until such time as all of the Obligations are repaid in full and Bank has cancelled this Pledge in writing except to the extent Bank, in its sole discretion, agrees in writing to accept substitute Collateral for such time deposits. At all times until the Obligations are paid in full and Bank cancels this Pledge in writing. Bank shall have complete control over the Collateral.
3.	Pledgor shall deliver to Bank, when the Loan Documents are signed, any and all certificates and receipts evidencing or included in the Collateral to be held by Bank as long as this Pledge is in effect; and, in the event that any change, including but not limited to any renewal, is made or declared with respect to the Collateral or any Collateral is added to or substituted for that initially existing, any new, substituted or additional certificates or receipts issued by reason thereof, shall be delivered to Bank to be held by it as long as this Pledge is in effect.
4.	Pledgor agrees to pay Bank on demand all reasonable costs and expenses incurred by Bank (including reasonable legal fees and disbursements of counsel) arising in connection with the preservation, administration and enforcement (including enforcement at trial, appellate and insolvency proceedings and whether or not suit is brought) of rights under this Pledge.
5.	Pledgor will not permit any liens, security interests or adverse claims other than those in favor of Bank to exist upon any of the Collateral. Pledgor shall deliver to Bank any and all passbooks, certificates, and other documents, including documents of title, representing the Collateral, and shall also deliver to Bank all documents representing any renewals of the Collateral. Pledgor hereby consents and hereby authorizes Bank, at any time and from time to time, to cause all or any of the Collateral to be transferred to or registered in Bank’s name or the name of its nominee or nominees.
6.	Pledgor shall take any action requested by Bank, from time to time, that may be needed to perfect, protect or enforce Bank’s rights and interests created by this Pledge. Further, Pledgor hereby irrevocably appoints Bank the attorney-in-fact of Pledgor, with full authority to take any action, in the name of and on behalf of Pledgor, that Bank considers necessary or appropriate to effectuate the purposes of this Pledge. Without limiting the

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	generality of the foregoing, Bank shall have the right and full power to withdraw monies from the Collateral, to receive, endorse and collect all checks and other orders for the payment of money made payable to Pledgor representing any interest, dividend or other distribution payable in respect of the Collateral or any part thereof and to give full discharge for the same. Bank may take any steps that it believes necessary to protect its rights in the Collateral. Upon Bank’s request, Pledgor shall execute and deliver, or cause to be executed and delivered, to Bank (a) any and all documents which the Bank may reasonably require to evidence Bank’s security interest and perfection in the Collateral, including, but not limited to, financing statements, registrations or other notices, Bank provides covering alt or any of the Collateral, (b) a notice of security interest and control agreement from each and any securities intermediary with respect to any Collateral constituting “investment property” (as defined in the Uniform Commercial Code as adopted by the State of Florida, United States of America) and from each and any depository or issuer of Collateral consisting of a deposit account or certificate of deposit, and (c) a notice to and acknowledgement from each and any bailee of any Collateral.
7.	If any of the Obligations shall not be performed when due (either at maturity, upon acceleration or upon demand as the case may be), Bank, without obligation to resort to other security, shall have the right, at any time and from time to time (unless prior notice is applicable pursuant to a provision of any of the Loan Documents, to sell, resell, assign and deliver, in its discretion, all or any of the Collateral, in one or more parcels at the same or different times, and to convey all right, title and interest claim and demand therein and right of redemption thereof, either on any securities exchange on which the Collateral or any of it may be listed, or at public or private sale, for cash, upon credit or for future delivery. In connection therewith Bank may grant options, and in such case only Pledgor hereby waives and releases any and all equity or right of redemption, if any of the Collateral is sold by Bank upon credit or for future delivery, Bank shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure. Bank may resell such Collateral. In no event shall Pledgor be credited with any part of the proceeds of sale of any Collateral until cash payment thereof has actually been received by Bank. In addition, should any portion of the Collateral consist of a time deposit or deposits with a financial institution. Bank may terminate such deposit or deposits prior to the maturity thereof and any penalties payable in connection therewith shall be for the sole account of Pledgor.
8.	No demand, advertisement or notice to Pledgor, all of which are hereby expressly waived by Pledgor, shall be required to be given by Bank in connection with any sale or other disposition of any part of the Collateral which threatens to decline speedily in value or which is of a type customarily sold on a recognized market; otherwise Bank shall give Pledgor at least five Business Days (as defined below) prior notice of the time and place of any public sale and of the time after which any private sale or other disposition is to be made, which notice Pledgor hereby agrees is reasonable, all other demands, advertisements and notices being hereby waived by Pledgor. “Business Days” means any day except Saturday, Sunday and any day which is in Miami, Florida, United States of America a legal holiday, or a day in which banking institutions are authorized or required by law or other government action to close for business; unless otherwise stated as a Business Day, the word “days” means calendar days. Bank shall not be obligated to

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	make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned, from time to time, by announcement before or at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was adjourned. In the case of all sales of the Collateral, public or private, Pledgor shall pay all reasonable costs and expenses of every kind for sale and/or delivery, including brokers’ and reasonable attorneys’ fees, and after deducting such costs and expenses from the proceeds of sale. Bank shall apply any remainder due to the payment of principal, interest and other amounts owed with regard to the Obligations.
9.	Bank shall have no duty as to the collection or protection of the Collateral or any income thereon or as to the preservation of any rights pertaining thereto, beyond the safe custody of any Collateral actually in its possession. Without limiting the generality of the foregoing, Bank shall not have any responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any of the Collateral, whether or not Bank has or is deemed to have knowledge of such matters and whether or not Bank has established internal procedures to deal with them, or (b) taking any necessary steps to preserve rights against any parties with respect to any of the Collateral.
10.	If Pledgor and Obligor are different persons (but without limiting Bank’s rights, and Pledgor’s obligations otherwise), all rights and interests of Bank hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any documents evidencing the Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other amendment or waiver of or any consent to or departure from any documents evidencing any of the Obligations; (c) any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations; or (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor or surety. Pledgor hereby waives any defense or claim based on any of the foregoing.
11.	Except until such time as any and all Obligations are repaid in full and Bank has cancelled this Pledge and the Note, this Pledge shall not be considered as satisfied or discharged by an intermediate payment of the whole or part of the Obligations owing as aforesaid, but shall constitute and be a continuing security to the Bank notwithstanding any settlement of account or other matter or thing whatsoever and shall be in addition to, and shall not operate in any way so as to prejudice or affect, any guarantee, lien, pledge, bill, note, mortgage or other security or right or remedy (whether created by the deposit of documents or otherwise) which the Bank may now or at any time hereafter hold for or in respect of the Obligations hereby secured or any part thereof.
12.	In the event that any applicable law, order, regulation, treaty, or directive issued by any central bank or other governmental authority, agency, or instrumentality or any governmental or judicial interpretation or application thereof, or compliance by Bank

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	with any request or directive (whether or not having the force of law) issued by arty central bank or other governmental authority, agency, or instrumentality: (a) does or shall require or shall induce Bank to make further extensions of credit to Obligor, or to make extensions of credit to Pledgor or to individuals or entities, private, public, or governmental, by reason of the Obligations; (b) does or shall subject Bank to any tax of any kind whatsoever with respect to this Pledge or any credit extensions made to Obligor, or change the basis of taxation of payments to Bank or principal, fees, interest, or any other amount payable hereunder or with respect to the Obligations (except for change in the rate of tax on the overall net income of Bank); (c) does or shall impose, modify, or hold applicable any reserve, capital requirement, special deposit, compulsory loan, or similar requirements against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Bank which are not otherwise included in the determination of interest payable on the Obligations; or (d) does or shall impose on Bank any other condition; and the result of any of the foregoing is that Bank makes further extensions of credit to Obligor or makes extensions of credit to Pledgor or to individuals, or entities, private, public or governmental or any of the foregoing shall increase the cost to Bank of making, renewing, or maintaining any credit extensions to Obligor or reduce any amount receivable in respect thereof or the rate of return on the capital of Bank or any corporation controlling Bank, then, in any such case. Bank may elect to consider the same a default in the performance of the Obligations. Pledgor acknowledges that, in any such event, Bank is empowered to accelerate the maturity of the Obligations by declaring the Obligations due and may realize on the Collateral after Bank provides a 10 calendar days notice.
13.	At all times Pledgor shall maintain or cause to be maintained Collateral of a type and with a value satisfactory to Bank. If at any time Bank determines in its sole discretion, and so notifies Pledgor, that the value of the Collateral has decreased or that for any other reason the Collateral is no longer satisfactory to Bank. Pledgor shall deliver and pledge to Bank (in a manner satisfactory to Bank), within 3 Business Days after Bank’s request, additional Collateral of a type and with a value satisfactory to Bank, and any failure to do so shall be considered a default hereunder and in the performance of the Obligations, entitling Bank to realize upon the Collateral, Pledgor understands that if the Obligations and one or more of the deposit accounts, instruments, securities or other items constituting Collateral are in different currencies, there is a risk that the Collateral will become unsatisfactory to secure the Obligations as a result, in whole or in part, of exchange rate fluctuations involving those currencies.
14.	Failure or delay by Bank in the exercise of any rights hereunder shall not be construed to be a waiver of such rights. No waiver of any breach hereunder shall be effective unless Bank shall have waived such breach in writing, and no waiver of one breach hereunder shall be deemed to be a waiver of any other breach not so waived.
15.	If at any time one or more of the provisions in this Pledge is or becomes invalid, illegal or unenforceable in respect under any law or regulation, the validity, legality and enforceability of the remaining provisions of this Pledge shall not in any way be affected or impaired thereby.

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16.	Any notice or demand to or upon Pledgor shall be deemed to have been sufficiently given for all purposes hereof if given in writing and mailed or delivered to Pledgor at the last known address of Pledgor appearing on the records of Bank.
17.	This Pledge and the rights and obligations of Bank and Pledgor hereunder shall be construed in accordance with, and governed by, the law of the State of Florida, U.S.A., without regard to any conflicts-of-Jaw rule or principle that would give effect to the laws of another jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Pledge against Pledgor, or any property of Pledgor, may be brought in the courts (state or federal), of either (at Bank’s election) the state where the Obligations are booked or, if different, the state where the Collateral is booked, held or managed, and Pledgor hereby irrevocably submits to the non-exclusive jurisdiction of any such courts in any such suit, action or proceeding, and hereby irrevocably consents to the service of process out of any of the aforementioned courts in any such suit, action or proceeding by serving a copy thereof to Pledgor’s designated registered agent. Pledgor hereby appoints one of its affiliates in the U.S. as its agent for service of process in any proceeding brought in connection with, relating to or arising out of the Loan documents. Pledgor is responsible for payment of the charges to its registered agent. Pledgor has agreed to renew the term from year to year while any of the terms of the Loan documents are in effect. Pledgor agrees that a final judgment pursuant to applicable law by a court of competent jurisdiction in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing herein contained shall affect any right of Bank to commence legal suits, actions or proceedings or otherwise proceed against Pledgor or any of his, her or its assets in any other Jurisdiction or to serve process in any other manner permitted by applicable Jaw. To the extent that Pledgor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, Pledgor hereby irrevocably waives such immunity in respect of its obligations under this Pledge.
18.	Bank and its affiliates and their respective shareholders, directors, officers, employees, attorneys and agents (each of the foregoing being an “Exculpated Party”) shall not at any time incur any liability to Pledgor (and Pledgor hereby expressly waives and releases any and all claims and causes of action which it may at any time or times have against any Exculpated Party) in connection with any acts, omissions or circumstances at any time or times arising out of or relating directly or indirectly to this Pledge or any transaction contemplated hereby (other than any such acts or omissions amounting to gross negligence or willful misconduct on the part of such exculpated Party, as finally determined pursuant to applicable law by a court of competent jurisdiction sitting in Miami-Dade County, State of Florida, United States of America). Bank and its directors, officers, employees, attorneys and agents (each of the foregoing being an “indemnified Party”) shall at all times be indemnified, reimbursed and held harmless by Pledgor (and, at the request of Bank, be defended by Pledgor) from and against any and all claims, demands, causes or action, liabilities, losses, damages, fines and reasonable expenses (including without limitation any reasonable attorneys’ fees, whether incurred at trial, on appeal or without litigation) which may at any time or times be imposed upon, incurred

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	or suffered by, or asserted against such indemnified Party in connection with any one or more acts, omissions or circumstances arising out of or relating directly or indirectly to this Pledge or any transaction contemplated hereby (other than any such acts or omissions amounting to gross negligence or willful misconduct on the part of such Indemnified Party, as finally determined pursuant to applicable law by a court of competent jurisdiction sitting in Miami-Dade County, State of Florida, United States of America).
19.	This Pledge is in addition to and not in limitation of any other agreement between the parties. In the event of any conflict between the provisions of this Pledge and those of any other such agreement, the provisions affording Bank greater rights shall prevail. This Pledge may not be modified except by a writing executed by Bank and Pledgor. This Pledge shall not be terminated by the death or dissolution of Pledgor; and it shall be binding on the successors, assigns, representatives and the estate of Pledgor, as the case may be. Pledgor may not assign or delegate any rights or obligations hereunder and any such purported assignment or delegation shall be deemed void. Bank may assign its rights and delegate its duties hereunder to any financial institution of its choice.
20.	This Pledge may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument
21.	PLEDGOR AND (BY ACCEPTING THIS PLEDGE) BANK EACH HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING HEREUNDER OR RELATING HERETO; AND EACH OF THEM HEREBY CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER HAS EXPRESSLY OR IMPLIEDLY REPRESENTED THAT THE OTHER WOULD NOT OR MIGHT NOT ENFORCE THIS JURY WAIVER; AND EACH HEREBY CERTIFIES THAT THIS JURY WAIVER IS A MATERIAL INDUCEMENT FOR BANK TO EXTEND CREDIT TO OBLIGOR.
22.	Pledgor and Bank hereby agree if Pledgor at any time enters into an Account Application and Agreement Discretionary Investment Management Agreement, Nondiscretionary Investment Management and Advisory Agreement or similar agreement with Bank (the “Investment Agreement”), and if any controversy at any time arising between Pledgor and Bank (or any agent, representative or employee of Bank) is determined arbitration pursuant to the terms of the Investment Agreement, then any controversy which is at the same time determined between Pledgor and Bank (or any agent, representative or employee of Bank) with regard to or in connection with this Pledge shall be determined in the same arbitration proceeding; such arbitration shall be in accordance with the rules of the American Arbitration Association in accordance with the terms of the Investment Agreement. Without limiting the generality of the foregoing, Pledgor and Bank acknowledge and agree that: (a) any such arbitration proceeding shall be held in the county and state Indicated under the terms of the Investment Agreement: (b) the award of the arbitrator or of a majority of the arbitrators shall be final and binding on the parties thereto: (c) judgment on such award may be entered in any state or federal court having jurisdiction; (d) Pledgor and Bank waive their right to seek remedies (regarding the same controversy or controversies in court, including the right to jury that; (e) pre-arbitration

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discovery is generally more limited than and different from discovery in connection with court proceedings; and (f) the award of the arbitrator or arbitrators is not required to include factual findings or legal reasoning, and any party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited.

SECTION 22 OF THIS PLEDGE CONTAINS AN ARBITRATION CLAUSE, WHICH REQUIRES THAT CERTAIN DISPUTES ARISING UNDER OR RELATING TO THIS PLEDGE BE RESOLVED BY BINDING ARBITRATION.

Executed on this 1st day of FEBRUARY, 2008.

OBLIGOR:	PLEDGOR: IXE Banco S.A., Fideicomiso F 466
Signature:	Signature:
Name/Title:	Name/Title:
		IXE Banco S.A., Fideicomiso F 466 as Trustee
	Signature:
	Name/Title:
		IXE Banco S.A., Fideicomiso F 466 as Trustee

AGREED AND ACCEPTED BY:

BANCO SANTANDER INTERNATIONAL

Signature:

Tide:

Signature:

Title:

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For Client No:   40478
Pledgor’s Account No:   40729

PLEDGE ADDENDUM FOR MARGIN LOANS

          This Pledge Addendum for Margin Loans (this “Addendum”) supplements and amends the Pledge (as amended, supplemented, extended, renewed or replaced from time to time, the “Pledge”) of even date or approximate date herewith, executed by the undersigned (the “Pledgor”) in favor of Banco Santander International (“Bank”), which Pledge secures the payment and performance of the Obligations (as defined in the Pledge).

          The Obligor and the Pledgor hereby acknowledge and agree to the following provisions:

1. Definitions. Unless the context requires otherwise, the following definitions apply to the following terms under this Addendum. Any capitalized terms used but not defined herein shall have (unless otherwise indicated herein) the same meanings as are set forth in the Pledge.

          “Account” means one or more accounts opened and maintained by Bank for the account of the Pledgor.

          “Amount outstanding” means the aggregate Margin Loans outstanding at such time together with all commissions, charges, fees. Interest and other Obligations payable to Bank relating to or arising out of the Credit Documents.

          “Credit Documents” means the Note, the Pledge, this Addendum and all other agreements or instruments (as modified, supplemented, or amended from time to time) in connection with the Margin Loans and any other Obligations.

          “Lending Value Percentage” means, on any day date of determination, a percentage equal to 50% of the Margin Collateral. The Lending Value Percentage may be reduced or increased, from time to time, in Bank’s sole and absolute discretion.

          “Margin Call” means a demand made by Bank, from time to time, that the Pledgor promptly deposits or transfers additional Margin Collateral within the period of time set forth in this Addendum.

     “Margin Collateral” means the collateral required by and acceptable to Bank in its sole and absolute discretion to meet the Margin Requirement and other requirements as set forth in this Addendum. Bank reserves the right to change the types or amounts of Margin Collateral deemed acceptable under the Credit Documents. “Margin Collateral Value” means, at any time, the fair market value of the Margin Collateral as determined by Bank in its sole and absolute discretion.

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          “Margin Loans” (whether one or more) means any advances, overdrafts or other credit extensions granted to the Obligor by Bank under the credit Documents.

          “Margin Ratio” means, at any time, the ratio obtained by (a) the aggregate of all Amount Outstanding at such time, divided by (b) the Margin Collateral Value at such time. Bank may mathematically express and calculate the Margin Ratio either as a percentage, ratio, or other relevant mathematical expression.

          “Margin Ratio Deficit” means the amount the Pledgor must provide to Bank so that the Margin Ratio required by Bank as set forth in this Addendum is not exceeded.

          “Margin Requirement” means the percentage established by Bank, from time to time, as the maximum Margin Ratio before a Margin Call is effected, as set forth in Section 6 of this Addendum. The Margin Requirement may be modified by Bank in its sole and absolute discretion by providing the Pledgor with 15 days prior written notice. But, if the modification to the Margin Requirement is required under applicable law or the Margin Collateral’s Value is rapidly diminishing, then such modification will be effective immediately.

2. Conflicting Provisions. To the extent that any provisions of the Pledge conflict with any provision of this Addendum, such provisions of the Pledge shall be subject to, and superseded and amended by, such provision of this Addendum; nevertheless, except to the extent they are amended by this Addendum, the terms, conditions and other provisions of the Pledge shall remain in full force and effect. No provision of this Addendum can effectively be amended, waived or terminated except by means of an express writing duly executed by the Bank and the Pledgor. No ambiguities in any provisions of this Addendum shall be construed against the Bank by reason of the fact that the Bank or its legal counsel drafted such provisions.

3. Sophisticated Investor. The Pledgor represents to Bank that it is a sophisticated investor, that: (a) has sufficient knowledge and experience with margin lending, indices, financial markets, derivatives, or other financial instruments that make up the Margin Collateral, (b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of this Addendum, the investments that make up the Margin Collateral and the impact they may have on the Pledgor’s overall investment portfolio, and (c) has sufficient financial resources and liquidity to bear all of the risks associated with the Collateral, including loss on the entire principal amount invested.

4. Disclosure Regarding Liquidations and Covering Positions. THE PLEDGOR ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING BANK’S GENERAL POLICY OF GIVING CLIENTS NOTICE OF A MARGIN RATIO DEFICIENCY, BANK IS NOT OBLIGATED TO REQUEST ADDITIONAL MARGIN COLLATERAL FROM THE PLEDGOR IN THE EVENT THAT THE MARGIN RATIO EXCEEDS THE MARGIN REQUIREMENT. THE PLEDGOR FURTHER ACKNOWLEDGES AND AGREES THAT IF THE MARGIN RATIO RISES ABOVE 75%, THERE MAY BE CIRCUMSTANCES WHERE BANK MUST LIQUIDATE SECURITIES OR OTHER PROPERTY IN THE ACCOUNT WITHOUT NOTICE TO THE PLEDGOR TO ENSURE THAT THE MINIMUM MAINTENANCE MARGIN REQUIREMENT IS SATISFIED.

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5. Liquidations and Covering Positions. BANK WILL HAVE THE RIGHT IN ITS SOLE AND ABSOLUTE DISCRETION TO REQUIRE ADDITIONAL MARGIN COLLATERAL OR THE LIQUIDATION OF ANY SECURITIES OR OTHER PROPERTY WHENEVER BANK CONSIDERS NECESSARY FOR ITS PROTECTION INCLUDING IN THE EVENT OF: (a) A DEMAND FOR PAYMENT BY THE BANK; (b) A DEFAULT BY THE OBLIGOR HAS OCCURRED UNDER THE CREDIT DOCUMENTS; (C) THE FAILURE OF THE PLEDGOR TO PROMPTLY MEET ANY MARGIN CALL FOR ADDITIONAL MARGIN COLLATERAL; (d) THE FILING OF A PETITION IN BANKRUPTCY BY OR AGAINST THE ANY OF THE OBLIGOR OR PLEDGOR; (e) THE APPOINTMENT OF A RECEIVER IS FILED BY OR AGAINST THE OBLIGOR OR PLEDGOR; (f) AN ATTACHMENT IS LEVIED AGAINST ANY ACCOUNT OF THE OBLIGOR OR PLEDGOR OR IN WHICH THE OBLIGOR OR PLEDGOR HAS AN INTEREST; (g) THE OBLIGOR CEASES TO BE A DIRECT BENEFICIARY OF THE PLEDGOR; OR (h) THE PLEDGOR OR ITS CONSTITUTIVE DOCUMENTS ARE AMENDED, RESTATED, REVOKED, MODIFIED, DISSOLVED, INVALIDATED BY COURT ORDER, APPLICABLE LAW OR REGULATION, OR OTHERWISE DEEMED UNENFORCEABLE. IF ANY OF THESE EVENTS OCCURS, BANK IS HEREBY AUTHORIZED TO SELL ANY AND ALL SECURITIES OR OTHER PROPERTY IN ANY ACCOUNT OF THE PLEDGOR, TO BUY ALL SECURITIES OR OTHER PROPERTY WHICH MAY BE SHORT IN SUCH ACCOUNTS), TO CANCEL ANY OPEN ORDERS AND TO CLOSE ANY OR ALL OUTSTANDING CONTRACTS, ALL WITHOUT DEMAND FOR MARGIN COLLATERAL OR ADDITIONAL MARGIN COLLATERAL, OTHER NOTICE OF SALE OR PURCHASE, OR OTHER NOTICE OR ADVERTISEMENT EACH OF WHICH IS HEREBY EXPRESSLY WAIVED BY THE PLEDGOR. ANY SUCH SALES OR PURCHASES MAY BE MADE AT BANK’S SOLE AND ABSOLUTE DISCRETION ON ANY EXCHANGE OR OTHER MARKET WHERE SUCH BUSINESS IS USUALLY TRANSACTED OR AT PUBLIC AUCTION OR PRIVATE SALE, AND BANK MAY BE THE PURCHASER FOR BANK’S OWN ACCOUNT. THE PLEDGOR WILL REMAIN LIABLE FOR ANY DEFICIENCY. THE PLEDGOR ACKNOWLEDGES AND AGREES THAT A PRIOR DEMAND, OR CALL, OR PRIOR NOTICE OF THE TIME AND PLACE OF SUCH SALE OR PURCHASE WILL NOT BE CONSIDERED A WAIVER OF BANK’S RIGHT TO SELL OR BUY WITHOUT DEMAND OR NOTICE AS HERE PROVIDED. THE PLEDGOR MUST PAY TO BANK ON DEMAND ANY AND ALL REASONABLE COSTS, EXPENSES, FEES, LOSSES INCURRED BY BANK RELATING TO OR ARISING OUT OF THE EXERCISE OF THE RIGHTS AND REMEDIES UNDER THIS SECTION 6, WHICH AMOUNTS WILL CONSTITUTE PART OF THE OBLIGATION OF THE OBLIGOR AND WILL BE SECURED BY THE COLLATERAL.

6. Margin Requirement. As of the date of this Addendum, the Margin Requirement set forth by the Bank is 75%. The Pledgor must at all times relevant to the Credit Documents maintain with Bank Margin Collateral in sufficient amounts and value to comply with the Margin Requirement. Within five (5) Business Days of any such time that the Margin Ratio exceeds the Margin Requirement resulting in a Margin Ratio Deficit, Pledgor or Obligor (as the case may be) must do one of the following:

     (a) The Obligor or Pledgor must pay down any Amount Outstanding in such amounts so that the Margin Ratio does not exceed the Lending Value Percentage; or

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     (b) The Pledgor must meet any Margin Call made by Bank in sufficient amounts and value so that the Margin Ratio does not exceed the Lending Value Percentage.

          WITHOUT LIMITING THE GENERALITY OF THIS SECTION 6, THE PLEDGOR MUST DELIVER TO BANK A WRITTEN COMMUNICATION SETTING FORTH HOW IT WILL ADDRESS THE MARGIN RATIO DEFICIT WITHIN one (1) BUSINESS DAY FROM THE DATE THAT BANK ISSUES A MARGIN CALL.

          Failure to meet a Margin Call may result in the exercise of the rights and remedies of Bank under this Addendum and applicable law. The Pledgor agrees that when requested by Bank, either by telephone or other form or communication, it will send immediately to Bank additional Margin Collateral as required by Bank and will furnish Bank with all information necessary for immediate verification of the depositing or transferring by the Pledgor of additional Margin Collateral.

7. Conversion into U.S. Dollars. If it is necessary to convert an amount due hereunder into U.S. dollars, the rate of exchange used by Bank will be a rate at which, in normal banking procedures, the Bank could purchase U.S. dollars for the conversion.

8. Cancellation Provisions. Bank is authorized in its sole and absolute discretion, without notice to the Pledgor, to cancel any outstanding orders in order to close out the Account, in whole or in part, or to close out any commitment made on behalf of the Obligor if any of the events set forth in Section 6 has occurred.

9. Rules and Laws Governing Transactions. All transactions under this Addendum will be subject to the present and future constitutions, rules, regulations, customs, usages, rulings and interpretation of the exchanges or markets and their clearing houses, if any, where the transactions are executed by Bank or Bank’s agents, and to all governmental acts and statutes, and to related rules and regulations under to the extent they are applicable.

10. Use of Proceeds. No part of the proceeds of any borrowing from Bank shall be used to purchase or carry, or to reduce or retire or refinance any credit incurred to purchase or carry, any margin stock (within the meaning of Regulations U and X of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any margin stock. If requested by Bank, Pledgor shall furnish to Bank statements in conformity with the requirements of Federal Reserve Form U-1.

11. Communications. Unless otherwise instructed, Bank may send communications, reports, statements of Account and other writings (collectively, “Communications”) to the Pledgor to the address of the Pledgor, which Bank maintains on its files. All Communications sought to be given by Bank to the Pledgor will be deemed to have been received by the Pledgor after 7 Business Days if deposited with the U.S. Mail or after 2 Business Days if delivered via private courier service. Notwithstanding the preceding sentence, all Communications transmitted via facsimile, email or otherwise electronically transmitted or hand delivered will be deemed to have been received on the same day as transmitted or delivered. If Communications are delivered in more than one manner by Bank to the Pledgor, then those Communications will be deemed to have been received by the Obligor on the soonest day, as set forth in this Section.

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Communications from the Pledgor to Bank will be considered effective when delivered in writing to the Bank and received by a duly authorized officer of Bank on a regular banking day during regular banking hours.

12. Non-investment Advice. The Pledgor acknowledges that Bank will not provide the Pledgor with any financial, legal, tax, or accounting advice, that Bank’s employees are not authorized to give any such advice and that the Pledgor will not solicit or rely upon any such advice from Bank or its employees whether in connection with the transactions in the Accounts of the Pledgor or otherwise. In making financial, legal, tax, or accounting decisions with respect to the transactions relating to the Account of the Pledgor or any other matter, the Pledgor will consult with and rely upon their own advisors and not Bank, and Bank will have no liability therefore.

13. Extraordinary Events. Bank will not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes, acts of terrorism or other conditions beyond Bank’s control.

14. Representations as to Capacity to Enter into Addendum. The Pledgor and Obligor represent that each is not part of any exchange, or of a member firm or member corporation registered on any exchange or of a bank, trust company, insurance company, or of any corporations, firm engaged In the business of dealing either as broker or as principal in securities, bills of exchange, acceptances, or other forms of commercial paper. The Pledgor further represents that no one except the Pledgor has an interest in the Accounts of the Pledgor with Bank or in any of the Collateral.

15. Representations as to Beneficial Ownership and Control. The Pledgor represents that, with respect to securities against which Margin Loans are or may be extended by Bank (a) the Pledgor is not the beneficial owner of more than 5% of the number of outstanding shares of any class of equity securities; and (b) does not control, is not controlled by, and is not under common control with, the issuer of any such securities. In the event that any of the foregoing representations are inaccurate or become inaccurate, the Pledgor will promptly advise the Bank in writing.

16. Amendment. No amendment or waiver of any provision of this Addendum, nor consent to any departure by the Pledgor, shall in any event be effective unless the same shall be in writing and signed by Bank, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which such waiver or consent is given.

17. Severability. If any provision of this Addendum will be invalid or unenforceable to any extent or in its application, then the remainder of this Addendum will not be affected thereby, and each and every other provision and condition of this Addendum will be valid and enforceable to the fullest and in the broadest application permitted by law.

18. Rules of Construction. Any reference in this Addendum to the singular includes the plural where appropriate.

19. Counterparts. This Addendum may be executed in any number of counterparts, all of which together shall constitute the entirety of this Addendum.

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20. Reimbursement of Costs and Expenses. The Pledgor shall promptly pay, or reimburse the Bank for its payment of, all costs and expenses at any time or times incurred by the Bank in connection with the enforcement of this Addendum.

21. Counterparts. This Addendum may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

22. Jury Trial Waiver. SECTION 21 OF THE PLEDGE CONTAINS A WAIVER OF JURY TRIAL CLAUSE FOR DISPUTES ARISING UNDER OR RELATING TO THE PLEDGE.

23. Arbitration Clause. Section 22 OF THE PLEDGE CONTAINS AN ARBITRATION CLAUSE, WHICH REQUIRES THAT CERTAIN DISPUTES ARISING UNDER OR RELATING TO THE PLEDGE BE RESOLVED BY BINDING ARBITRATION.

Executed on this 1st day of FEBRUARY, 2008.

OBLIGOR: EUSTAQUIO TOMAS DE NICOLAS GUTIERREZ	PLEDGOR: IXE BANCO S.A. FIDEICOMISO F 466
Signature:	Signature:
Name/Title:	Name/Title:
		IXE Banco S.A. FIDEICOMISO F 466,
		as Trustee
	Signature:
	Name/Title:
		IXE Banco S.A. FIDEICOMISO F 466,
		as Trustee

AGREED AND ACCEPTED BY:

BANCO SANTANDER INTERNATIONAL

Signature:

Name/Title:

Signature:

Name/Title:

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SECURITY AGREEMENT

Dated:     01/08/2007

IV.     DEFINITIONS of capitalized words used in this agreement.

GRANTORS means:	Each of the following and their executors, successors and assigns:
	EUSTAQUIO TOMAS DE NICOLAS GUTIERREZ, JOSE IGNACIO DE NICOLAS GUTIERREZ, GERARDO DE

GUTIERREZ, JULIAN DE NICOLAS GUTIERREZ, ANA LUZ DE NICOLAS
GUTIERREZ AND JUAN CARLOS TORRES CISNEROS
          (Name(s) of Collateral owner(s); add place of organization if non-individual)

BORROWERS means: The Grantors and/or each of the following, and their executors, successors and assigns:

EUSTAQUIO TOMAS DE NICOLAS GUTIERREZ, JOSE IGNACIO DE NICOLAS GUTIERREZ, GERARDO DE NICOLAS GUTIERREZ, ULIAN DE NICOLAS GUTIERREZ, ANA LUZ DE NICOLAS GUTIERREZ AND JUAN CARLOS TORRES CISNEROS

	(Names of borrowers if different from Grantors; add place of organization if non-individual)
LOAN means:	That certain time loan to the Borrowers up to US$66,000,000 made pursuant to the Credit Agreement dated as of January ___, 2008 (the “Credit Agreement”), among the Borrowers and Citibank, N.A. as amended, increased or renewed from time to time, with or without notice to any Grantor;
CREDIT DOCUMENTS	The Credit Agreement and any note, application, contract, confirmation, account statement, means: agreement or Bank record, and amendments thereto, evidencing or relating to the Loan.
OBLIGATIONS means:	Any and all present and future, joint or several, direct or indirect, actual or contingent, debts means:
	and obligations of any Borrower and any Grantor to the Bank under the Credit Documents or this Agreement, whether for principal, interest, taxes, fees, legal and other expenses of any kind.
BANK means:	One or more of Citigroup Inc., Citibank, N.A., their branches, subsidiaries and affiliates wherever located, and their successors and assigns.
COLLATERAL means:	All Property of any kind now or hereafter held, singly or jointly, in the name of any Borrower in each of the following interest reserve accounts with the Bank:
	[Account #10090505]
	[Account #10090492]
	[Account #10090484]
	[Account #10090476]
	[Account #10127507]

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			“PROPERTY” includes without limitation: goods, documents, instruments, general intangibles, chattel paper, cash, currencies, deposits, accounts, claims, securities, dividends, commodities, contract rights, options, warrants, swaps, artworks, all related documents, certificates, and receipts; all additions, renewals, investments, substitutions and redesignations, interest, redemptions, distributions, monies, from, of and to the above; and all income and other proceeds and products thereof.
V.	1.	SECURITY INTEREST. Execution of this Agreement is a condition of the Loan. Each Grantor, to secure the Obligations, grants to the Bank a security interest, pledge, lien, charge, assignment of its right, title and interest, hypothecation, right of setoff in, as applicable, the Collateral. The Bank shall have full dominion and control of the Collateral, and no withdrawals are permitted. The Bank may, however, release from time to time such and so much of the Collateral as exceeds at any time in the Bank’s discretion taking into account loanable values, currency risks, tax liabilities and other risks the Collateral required to cover the Obligations. This Agreement creates a valid and perfected first fixed charge and first priority security interest in the Collateral.
	2.	GUARANTEE OF PAYMENT. Each Grantor which is not a Borrower in any given Loan(s), jointly and severally guarantees the strict payment and performance of all Obligations of all Borrowers.

VI.	CONTINUING AND ABSOLUTE AGREEMENT. Each Grantor’s obligations and the Bank’s rights hereunder shall be absolute and unconditional. The Bank may enforce this Agreement even if the Credit Documents or the Obligations are defective, or unenforceable for any reason, including, without limitation whatsoever, failure of consideration, breach of warranty, fraud, illegality payment, statute of frauds, bankruptcy, infancy, statute of limitations, lender liability, accord and satisfaction, usury, foreign law or events or any other defense or counterclaim of any Borrower or any Grantor, and even though the Bank may have or have released or impaired, or failed to perfect, any of the Collateral or other collateral or may have released, settled or compromised with, any Borrower or any Grantor.
	Each Grantor waives any right to notice of 1) the making of any one or more Loan(s), 2) any one or more amendment to this or any Credit Document, 3) one or more extension(s) including beyond the original term(s) or waiver(s) of any payment, 4) sale (except as required by law), release or exchange of any collateral or 5) non-performance of the Obligations, and also waives presentment, demand, and suit or other action by the Bank to and against anyone liable on the Obligations, including such Grantor.
	This Agreement shall continue or be reinstated if at any time any amount or property received on account of any Obligation must, in the Bank’s judgment, be returned or forfeited by the Bank as a result of any claim or counterclaim by anyone, or for any other reason whatsoever, all as if such amount or property had not been received.

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Each Grantor irrevocably waives any claim it may, now or hereafter, as a result of this Agreement, have against any Material Person (defined below) in any bankruptcy, insolvency, liquidation or reorganization proceeding.

VII. CARE AND DELIVERY OF COLLATERAL. The Bank shall care for Collateral in its possession substantially as it cares for its own property (which shall be deemed reasonable care) but is not responsible unless agreed in a writing referencing this Agreement, for (a) ascertaining or acting with respect to calls, conversions, exchanges, maturities, tender or other matters relative to the Collateral, or (b) preserving rights against anyone with respect to the Collateral. The Grantors shall deliver to the Bank in form suitable for transfer all certificates and instruments representing the Collateral.

VIII. BANK’S RIGHTS.

1.

The Bank may at any time and from time to time in its sole discretion, whether the Obligations have matured or not: (a) upon not less than three business days’ prior notice to the Borrowers, satisfy out of the Collateral any fees and commissions related to the Loan or the securing of the Loan by this Agreement, (b) renew any time deposit which is part of the Collateral, for successive periods on similar terms, or make any other good faith investment decisions which it deems necessary to preserve the Collateral and protect its rights, (c) transfer to or register the Collateral in its or its nominees name, (d) request additional Collateral from any Grantor, which shall be furnished at first demand in form acceptable to the Bank, and/or (e) release any Collateral without prejudicing any of its rights hereunder to other or additional collateral or to other remedies.

2.

If at any time: (a) there is a default (however defined) under the Credit Documents, (b) any Obligation is breached or not performed for any reason (including without limitation the actual or threatened effect of any law, regulation, order or decree anywhere), (c) any representation by or on behalf of any Borrower, any Grantor, any other guarantor of or collateral provider for the obligations or any beneficial owner or settler of any of them (each a “Material Person”) proves false, (d) any Material Person dies, becomes incompetent, or its existence is or threatens to be terminated or dissolved, (e) there is an actual or threatened insolvency, bankruptcy, reorganization, liquidation, business failure or material litigation of or against any Material Person, all however defined under any law, (f) any Material Person or any substantial portion of its property, as determined in the Bank’s sole and absolute discretion, is, (i) attached, seized, forfeited, restrained or (ii) subject to subpoena, court order or legal process, or (iii) subject to proceedings by governmental, judicial or regulatory authorities (g) the Bank deems the Collateral inadequate, impaired or insecure,

-then the Bank may declare the Obligations to be immediately due and payable, without notice or demand and the Bank may, at its option, at any time thereafter, without notice or demand, do any or all of the following: appropriate the Collateral, sell the Collateral, charge, setoff and otherwise apply any or all of the Collateral or its proceeds to the Obligations (and the

25

Bank may exercise said setoff whether or not the right to exercise the same has arisen under legal or equitable doctrines), hold the Collateral proceeds as substitute Collateral, or exercise other available legal or equitable remedies. If notice is required by law, 3 days’ notice to the Grantors shall suffice; provided, however, that on the occurrence of an event specified in Section V (f) (i) or (iii) above, the Bank shall be deemed to have appropriated Collateral with a value equal to the Obligations prior to its receipt of notice of such event.

IX.	REPRESENTATIONS. Each Grantor represents and agrees that (a) it has and shall have at all time full ownership title to the Collateral free and clear of any claims or rights of parties other than those in favor of the Bank hereunder, (b) it shall give the Bank immediate notice of any claim, action, proceeding or investigation begun against it, any Material Person, or their property anywhere which may affect the Collateral or the Bank’s rights therein, (c) no consent, authorization, approval or action of any other party is required for pledge of the Collateral or grant of security interest or perfection thereof and (d) it is entering this Agreement based on its independent analysis and is not in any way relying on any statement or representation by the Bank as to any Borrower, Loan, Credit Document, Collateral, their value or condition, or as to any other matter.
	Each non-individual Grantor certifies that it is duly organized and in good standing in its jurisdiction of organization and that all actions and consents (including without limitation shareholders’) required by its statutes, charter documents or applicable law or agreements to authorize the execution and performance of this Agreement have been taken.
X.	OTHER AGREEMENTS. If the Collateral is the subject of account agreements with the Bank, each Grantor agrees that this Agreement shall control as to any inconsistency. Investment decisions affecting the Collateral are subject to approval by the Bank. Each Grantor agrees that it has chosen to undertake the Obligations free from any constraint or requirement of the Bank except as contained in this Agreement, and that the Obligations are independent of the investment performance of the Collateral.
	If there are now or later other security agreements, guarantees, or other collateral agreements with respect to any Obligation, the rights of the Bank thereunder and hereunder shall be cumulative regardless of chronology.
XI.	BANK’S AUTHORITY. Each Grantor agrees at its expense to sign and deliver any notices, documents, financing statements and other papers and take any actions as requested by the Bank to protect, perfect and enforce its rights under this Agreement and the Collateral. Each Grantor expressly appoints the Bank as its attorney-in-fact to sign same and act on its behalf as the Bank deems necessary or desirable for such protection, perfection and enforcement.
XII.	COSTS. Each Grantor will reimburse the Bank on demand for all penalties and expenses, including attorneys’ fees, related to the care, holding, sale, collection or realization of the Collateral and the preservation or enforcement of the Bank’s rights under this Agreement.

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XIII.	CURRENCIES. Whenever the Obligations and the Collateral are denominated in different currencies, in order to determine the value of Collateral representing security hereunder or to be applied in satisfaction of the Obligations, the Obligations shall be computed by converting such Obligations’ currency into the currency of the Collateral at the spot rate for purchasing such Obligations’ currency, as quoted in New York City by Citibank, N.A., or as quoted at the location of and by another applicable unit of the Bank (“Account Unit”) at the time of such determination or otherwise at a rate in the discretion of the Bank. If a judgment is obtained against any Grantor, and such a conversion has been made, the Grantors shall pay any additional sum resulting from a change in the rate of exchange used in such judgment and the rate in effect on the date the Bank receives payment of the judgment amount.
XIV.	ACCOUNT UNIT NOT LENDER. When the Account Unit is different from the unit of the Bank to which the Obligations are due (the “Lender(s)”), the Grantors agree that this circumstance benefits the Grantors and facilitates the credit needs of the Borrowers, that it does not affect the rights of the Bank hereunder, and that for purposes of mutuality of setoff or exercise of the Bank’s rights hereunder, the Account Unit shall be deemed the agent of the Lender(s) and vice versa.
XV.	GOVERNING LAW, JURISDICTION, WAIVER OF IMMUNITY. This Agreement shall be governed by the laws of New York State as to validity, construction, performance and remedies, For any disputes related hereto, each Grantor submits to the non-exclusive jurisdiction of the courts in New York City and agrees not to invoke a forum non conveniens defense in such courts. Service of process on the Grantors shall be valid when made by mail or by hand delivery to the Grantors at the address below. Each Grantor agrees that a final judgment in such action or proceeding will be conclusive and can be enforced by the Bank in other jurisdictions. The Bank may also bring an action or proceeding against any Grantor or its property in the courts of other jurisdictions.
	Each Grantor enters this Agreement as a commercial agreement and irrevocably waives any sovereign or other immunity from legal or other actions to enforce this Agreement (including without limitation immunity from service of process, jurisdiction, execution of judgment, attachment or prejudgment attachment).
XVI.	MISC. The Bank may refrain at any time from exercising any of its rights hereunder without being barred from exercising such rights at a later time. The Bank’s rights under this Agreement are cumulative and in addition to others provided by law or otherwise. No waiver by the Bank of any part of this Agreement shall be valid unless in a writing signed by the Lender and then only as to stated matters. Notices shall be valid and effective, from the Bank, when sent to the Grantors at the address below, from the Grantors, when received by the applicable Lender (in the case of Citibank, N.A., New York, PBG-WH, at 153 East 53rd St., Attn: PBG-WH Credit Administration.)
XVII.	TERMINATION. This Agreement shall remain in full force and effect until the Bank and the Grantors agree in writing to terminate it, in whole or in part.

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XVIII.	SEVERABILITY. If any provision of this Agreement is held illegal or unenforceable, the validity of the remaining provisions shall not be affected.
XIX.	EACH GRANTOR WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT.

ADDRESS:	INDIVIDUAL(S):
(Not H.A.M)
	EUSTAQUIO TOMAS DE NICOLAS GUTIERREZ
BLVD ALFONSO, ZARAGOZA 22004	Print Name
CP 80200 CULIACAN, SIN.	JOSE IGNACIO DE NICOLAS GUTIERREZ
	Print Name
	GERARDO DE NICOLAS GUTIERREZ
	Print Name
	JULIAN DE NICOLAS GUTIERREZ
	Print Name
	ANA LUZ DE NICOLAS GUTIERREZ
	Print Name
	JUAN CARLOS TORRES CISNEROS
	Print Name
ORGANIZATION NAME:
	BY: X
		Print Name/Title

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STOCK PLEDGE AGREEMENT (AS MODIFIED FROM
TIME TO TIME, THE “AGREEMENT”), BY AND BETWEEN:

     1. CITIBANK, N.A, AS CREDITOR (“CITIBANK”);

     2. IXE BANCO S.A., TRUST DIVISION, ON BEHALF OF TRUST F/466 (THE “GUARANTOR”); AND

     3. ACCIONES Y VALORES BANAMEX, S.A. DE C.V., STOCK BROKERAGE, MEMBER OF THE BANAMEX FINANCIAL GROUP (“ACCIVAL”) (COLLECTIVELY, WITH CITIBANK AND THE GUARANTOR, THE “PARTIES”). REPRESENTED BY EUSTAQIO TOMAS DE NICOLAS GUTIERREZ, JOSE IGNACIO DE NICOLAS GUTIERREZ, GERARDO DE NICOLAS GUTIERREZ, JULIAN DE NICOLAS GUTIERREZ, ANA LUZ DE NICOLAS GUTIERREZ AND JUAN CARLOS TORRES CISNEROS (THE “BORROWERS”); and

WHEREAS:
BACKGROUND

     I. On December 17, 2007, Citibank granted to the Borrowers a revolving line of credit (the “Loan”) up to the amount of $66 million (sixty-six million dollars 00/100), the distributions of which will be documented by means of the execution of a promissory note at the date of each distribution, to be signed by the Borrowers to the order of Citibank, with the Loan distributions becoming due on January 8, 2008, and the Borrowers being permitted to periodically release funds and make remittances under the conditions of the aforementioned Loan, which shall be secured by this Stock Pledge Agreement.

     II. The Guarantor is a credit institution that is duly established and validly existing under the laws of Mexico and is authorized to structure itself and operate as a full-service banking institution.

     III. On August 20, 2005, the Guarantor executed a Trust Agreement, as trustee, with Eustaqio Tomas de Nicolas Gutierrez, Jose Ignacio de Nicolas Gutierrez, Gerardo de Nicolas Gutierrez, Julian de Nicolas Gutierrez, as Settlors and Trustors, and Ana Luz De Nicolas Gutierrez as Trustor, which is fully in effect at this time and includes within its provisions the power to execute this agreement. The Guarantor declares that its legal representative has all the powers and authorizations necessary to execute this Agreement on its behalf, and that the aforementioned powers and authorizations have not been revoked or limited in any way.

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III. [sic] To guarantee any and all obligations, present and future, of the Borrowers which may derive from the Loan, the Guarantor agrees in this instrument to constitute a Stock Pledge to the benefit of Citibank, which accepts this guarantee for the performance of the obligations of the Borrowers under the Loan.

IV. The Guarantor declares that it is the legitimate owner of the Securities (as this term is defined below) which are the subject of this Agreement, and that at this date they have not been attached, encumbered, subject to litigation or transferred in any way or form. On the basis of the foregoing, the parties agree to the terms and conditions of the following:

CLAUSES:

     FIRST. DEFINITION OF TERMS. The terms used in this Agreement, listed below, will have the following meanings, which will be applicable equally to the singular or plural forms of the aforementioned terms:

     “Notice of Appointment of Executor” means the letter appointing the executor which will be sent, signed by the Parties, for its acceptance under the terms of this Agreement, and which is attached as Annex “2” and will form an integral part of the Agreement after it has been signed by the Parties.

     “Intermediation Agreement” means the Market Intermediation Agreement dated January 28, 2005, executed by the Guarantor and Accival and registered under No. 54350, as well as any modifications to be made to the aforementioned agreement in the future upon the agreement of the parties that executed it.

     “Loan” means the credit granted by Citibank to the Borrowers, referred to above in paragraph I of the Background to this Agreement.

     “Business Day” means any day on which the credit institutions and the Mexican stock market perform transactions with the public in the Republic of Mexico.

     “Indeval” means the institution for the deposit of securities known as S.D. Indeval, S.A. de C.V., or the legal entity that replaces it in the performance of its duties.

     “Margin” means the proportion of Securities that must be held in guarantee by the Guarantor to the benefit of Citibank under the terms of his Agreement, with respect to the unpaid balance of the Loan, until full payment has been made to Citibank of the amounts owed to it because of the Loan, based on the procedure for determining the Margin established in the Third Clause of the Agreement.

     “Guaranteed Obligations” will have the meaning attributed to it in subparagraph (a) of the Second Clause of this Agreement.

     “City” means Mexico City, Federal District, in the Republic of Mexico, exclusively.

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     “Stock Pledge” means the real property right referred to in article 204 of the Securities Act, and any other articles that may be applicable.

     “Securities” means the entirety of the securities owned by the Guarantor, present and future, deposited under the Intermediation Agreement, that are subject to the guarantee established to the benefit of Citibank pursuant to the terms of this Agreement, and which are listed in Annex 1 to this Agreement and the modifications to the aforementioned Annex 1.

     “Government Securities” will have the same meaning as Securities, but the aforementioned term will also include those government securities that are determined to be such in Circular 2019/95, issued by the Bank of Mexico, and which at any time may be subject to being pledged in guarantee based on the possibility that these Government Securities may be deposited with Indeval. Those Government Securities which, for any reason that is beyond the control of Citibank, are not subject to being deposited with Indeval, will not be subject to being pledged in guarantee.

     SECOND. ESTABLISHMENT AND DURATION OF THE STOCK PLEDGE. UNCONDITIONAL NATURE OF THE OBLIGATIONS OF THE GUARANTOR. (a) As provided in article 204 of the Securities Act, the Guarantor in this agreement creates a Stock Pledge on the Securities to the benefit of Citibank, to guarantee the prompt and proper fulfillment of the Borrowers’ obligations, present and future, under the Loan, including but not limited to any amounts that the Borrowers must pay to Citibank pursuant to the Loan, whether for the principal, ordinary interest or late charges, fees, costs and expenses and any other legal consequences to be borne by the Borrowers, including litigation costs and expenses, if applicable, as well as the obligations of the Borrowers under this Agreement (the “Guaranteed Obligations”).

     The obligations of the Guarantor contained herein are absolute, unconditional and indivisible; for which reason the parties agree that the Stock Pledge that is the subject of this Agreement will remain fully and completely in effect on each and every one of the Securities until such time as each and every one of the Guaranteed Obligations in this Agreement has been performed; on the basis of which, the Guarantor agrees and acknowledges that no partial release of the Securities will be made during the course of the performance of the Guaranteed Obligations, pursuant to the provisions of the Sixth Clause of this Agreement.

     Except as provided in paragraph III of article 204 of the Securities Act, the Guarantor waives any notification, filing, requirement, protest, notice of default, or any other kind of procedure or notification with respect to the obligations whose performance it is guaranteeing.

     (b) The parties to this instrument agree that the Securities that are the subject of this Stock Pledge are attached as a pledge to the benefit of Citibank, with Accival acting as the administrator of the Securities for that purpose on the basis of the power of attorney that the parties to this agreement grant to it and in compliance with the penultimate paragraph of article 204 of the Securities Act, with Citibank therefore being obligated to restore to the Guarantor an equal number of other securities of the same kind once the Borrowers have performed all of their obligations under the Loan. In addition, Citibank hereby legally receives the Securities for the purposes of the perfection of this Stock Pledge.

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     (c) In the event that the Securities pledged in guarantee have a maturity date that is earlier than the final payment date for the principal of the Loan, the Guarantor must provide written instructions to Accival, with a copy to Citibank, so that with the proceeds received, it will acquire an equal number of other Securities of the same kind on the same day as that of the aforementioned maturity date, or, at the very latest, the day immediately following the aforementioned maturity date. In the event that the Guarantor does not provide such instructions to Accival, with a copy to Citibank, the Guarantor hereby authorizes Accival to use the amounts received to acquire, to the benefit of Citibank, an equal number of other Securities of the same kind on the same day as that of the aforementioned maturity date, or at the very latest, the day immediately following the aforementioned maturity date. The Parties to this instrument agree that, in any of the aforementioned cases, the Securities thus acquired will form part of the Stock Pledge created by this Agreement.

     (d) The Guarantor in this instrument acknowledges that the Stock Pledge constituted herein pursuant to the provisions of this Clause is hereby duly perfected and creates a first ranking security interest to the benefit of Citibank. Accordingly, the Guarantor acknowledges that the Stock Pledge that is the subject of this Agreement will not be affected by any other guarantee constituted, at present or the future, to the benefit of Citibank in connection with the performance of the Guaranteed Obligations, or by any modification of the Guaranteed Obligations resulting from any waiver, modification, reduction or grace period that Citibank may grant in connection with the performance of the aforementioned Guaranteed Obligations.

     (e) The Guarantor agrees that in no event will Citibank be responsible for the loss or deterioration that may be caused to the Securities.

     THIRD. MARGIN. The Guarantor agrees to hold Securities in guarantee to the benefit of Citibank pursuant to the terms of this Agreement, until the total payment to Citibank of the amounts owed to it on the basis of the Loan, in a ratio that must at all times be at least 2:1, with respect to the unpaid balance of the Loan, on the basis of the market price of the Securities.[sic]

     In the event that the Margin is equal to or less than 1.45:1, Citibank will have the right to provide notice on its own behalf or through ACCIVAL to the Guarantor pursuant to this Agreement, so that that the Guarantor will immediately attach to the benefit of Citibank new securities or bonds issued or guaranteed by credit institutions in the country that are acceptable to Citibank or other securities that are acceptable to Citibank, the market value of which must be sufficient to reach the Margin, no later than five (5) Business Days following the date on which Citibank or ACCIVAL provides notice of this situation to the Guarantor (the “Additional Securities”). In the event that the Guarantor does not create a Stock Pledge attaching the Additional Securities within the time and in the form set forth in this Agreement, the Guarantor expressly and irrevocably authorizes Citibank and the Executor to proceed with the nonjudicial sale of the Securities according to the execution procedure described in the Eleventh Clause of this Agreement. Notwithstanding the foregoing, if for any reason Citibank and/or ACCIVAL does not give the Guarantor the notice referred to in this paragraph, the foregoing does not release the Guarantor from the obligation of maintaining, at all times, the Margin described in this Agreement, inasmuch as it is the sole responsibility of the Guarantor to ensure that the aforementioned Margin is conserved, attaching in guarantee to the benefit of Citibank, when applicable, such Securities of the same issuer and series as any of those referred to in Annex I as may be necessary to replenish the Margin.

     In the event that the margin is equal to or less than 1.30:1, the Guarantor hereby expressly acknowledges and agrees with Citibank that in such case, the Executor must immediately, upon instructions received from Citibank, conduct the sale of the entirety of the Securities through the Mexican stock market, following the execution procedure established in Clause Eleven of this Agreement.

     In the event that the unpaid balance of the Loan is denominated in foreign currency, the amount of that unpaid balance of the Loan, solely for the purposes of performing the calculation of the Margin, will be determined on the basis of the following exchange rate:

     (i) If the unpaid balance of the Loan is denominated in dollars, currency of the United States of America, on the basis of the most recent exchange rate for that currency published by the Bank of Mexico in the Federal Gazette;

     (ii) If the unpaid balance of the Loan is denominated in any other currency, or if the Bank of Mexico neglects to publish the exchange rate referred to in subparagraph (i) above, at the exchange rate that Citibank uses for its banking procedures.

     FOURTH. SUBSTITUTION OF SECURITIES. If the Guarantor wishes to substitute the Securities pledged to the benefit of Citibank with other securities, or if the Guarantor wishes to replenish the Margin with securities that are not from the same issuer and series as any of those listed in Annex I, Citibank may, upon analysis and at its discretion, give its authorization for that particular case or may make it dependent upon increasing the

32

Margin by a proportion to be determined by Citibank. In this case, when the substitution or replenishment referred to in this paragraph is authorized by Citibank, the Guarantor must modify Annex 1 and send the original to Citibank, duly signed by the Guarantor, with the parties agreeing that the aforementioned Annex 1, modified as described, will replace Annex 1 and will be the document that is valid for the purposes of this Agreement, without the necessity of subsequent consent or acknowledgment by either of the parties to this Agreement.

     FIFTH. NOTIFICATION OF INDEVAL. The Parties agree that ACCIVAL will perform all the acts that may be necessary to give Indeval the participation necessary for the creation, opening or addition of accounts, addition to the guarantee, replacement of Securities, extinguishment, and, if applicable, execution of the guarantee established in this Agreement, with the Guarantor undertaking to (i) provide immediate cooperation in the event that ACCIVAL needs it for this purpose and (ii) provide funds or reimburse ACCIVAL on demand, as applicable and as determined by ACCIVAL, for the amounts that Indeval collects for the provision of services by Indeval pursuant to this Agreement.

     SIXTH. PARTIAL RELEASE OF THE SECURITIES. If at any time during the life of this Agreement, the Margin is greater than 2:1, Citibank, upon the written request of the Guarantor, may at its discretion authorize the release of the Securities that exceed the Margin, wholly or in part. In any event, Citibank will have the power to determine which Securities will continue to be subject to the Stock Pledge.

     SEVENTH. EXERCISE OF RIGHTS DERIVING FROM THE SECURITIES. When it is necessary to exercise the rights deriving from the Securities, including optional or subordinate rights, or to make contributions or payments in connection with the Securities, ACCIVAL must exercise them on behalf of the Guarantor, provided that it has received sufficient written instructions from the latter, has been authorized, and that the Guarantor has provided the necessary funds to ACCIVAL at least five (5) Business Days prior to the date of expiration of the deadline for the exercise of the right in question. Failure of the Guarantor to provide authorization, written instructions or funds,

33

in the case described above, releases ACCIVAL and Citibank from any liability in this respect.

     Moreover, in the event that the Guarantor wishes to exercise personally the rights deriving from the Securities, it must provide written notice of this situation to Citibank and ACCIVAL at least five (5) Business Days prior to the date of expiration of the deadline for the exercise of the right in question so that ACCIVAL may perform the legal acts necessary to permit the Guarantor to exercise the aforementioned rights. It is understood in the foregoing case that the Guarantor must at all times exercise the aforementioned rights in a matter consistent with the terms of this Agreement, with the Guarantor hereby releasing Citibank and ACCIVAL from any liability that might arise as a result of the exercise of the rights deriving from the Securities. The failure to provide the notice described in this paragraph, or late notice, releases Citibank and ACCIVAL from any liability in this respect.

     EIGHTH. DISCRETIONARY EXERCISE BY CITIBANK OF THE RIGHTS ESTABLISHED TO ITS BENEFIT IN THIS AGREEMENT. Citibank will have the power, but not the obligation, to enforce this pledge, in the event of the failure of the Borrowers to perform (i) their obligations deriving from the Loan or (ii) the obligations of the Guarantor deriving from this Agreement, in which case Citibank will exercise the rights granted to it on the basis of this Agreement at the time that it considers appropriate, and the failure by Citibank to exercise those rights will not release the Borrowers from their obligations with respect to the Loan under this Agreement, nor will it release the Guarantor from its obligations under this Agreement, or from any obligation deriving from the Loan that is its responsibility, including the payment of interest that is the responsibility of the Borrowers, which will continue to accrue pursuant to the terms of the Loan until such time as Citibank receives the entire amount that is owed to it on the basis of that Loan, specifically in the currency agreed upon in the aforementioned Loan.

     NINTH. GROUNDS FOR INITIATION OF NONJUDICIAL ENFORCEMENT PROCEEDINGS. The parties agree to the nonjudicial sale of the Securities for the purposes of the enforcement of this Agreement, pursuant to the procedures established herein, with any of the following cases providing grounds for the aforementioned nonjudicial enforcement procedure:

     (a) If the Borrowers incur any cause for accelerated payment pursuant to the terms of the Loan;

     (b) If the value of the Securities does not cover the Margin;

     (c) In the event that the Guarantor fails to perform its obligations under this Agreement;

     (d) In any case in which an attempt is made to dispute the validity of this Agreement, or if any request or attempt is made to execute any instrument that may impede the exercise by Citibank of its rights under this Agreement;

     (e) In any other cases covered by the applicable laws.

     TENTH. APPOINTMENT AND REPLACEMENT OF THE EXECUTOR. (a) Appointment of the Executor. As executor of this Stock Pledge, the Parties to this instrument agree to propose Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero (the “Executor”), which is not part

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of the Grupo Financiero Banamex. In addition, the Parties herein execute the letter of appointment (the “Letter of Appointment”) which is attached as Annex 2, with Citibank agreeing to notify Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero, of its decision to appoint it as Executor, obtaining its written acceptance for this purpose. Once Citibank has the acceptance of the Executor, it will notify the Guarantor accordingly.

     If the designated Executor does not accept the appointment, the Parties agree to appoint as executor any entity that has the capacity to act as such pursuant to the legislation applicable in Mexico, with the understanding that Citibank will obtain the acceptance of the aforementioned Executor, which will be given by means of a duly signed Letter of Appointment, and will notify the Guarantor of the situation.

     (b) Replacement of the Executor. If after accepting the position of Executor, the entity acting as such cannot continue with its duties for any reason, and particularly in the event that something in its activities makes this impossible or if some conflict of interest arises, the parties agree that Citibank may appoint a new executor, which must adhere to this agreement in writing and accept its appointment in writing, after which date, it will be deemed to be the executor for the purposes of this Agreement; with the understanding that such appointment must refer to an entity that has the power to act as such pursuant to the legislation applicable in Mexico, the Executor to be replaced may not cease to perform its duties under this Agreement until the new executor has accepted and become a party to this Agreement.

     ELEVENTH. NONJUDICIAL ENFORCEMENT PROCEDURE. In the event of the materialization of any of the grounds for enforcement of the guarantee created by this Agreement, the Parties agree that Citibank may proceed with the nonjudicial sale of the Securities, for which purpose the parties agree to the following procedure:

     (a) Citibank will have the power to request the Executor, in writing, to conduct the nonjudicial sale of the Securities that are the subject of this Stock Pledge, in any of the following situations:

(i)	If at the time that any of the events described in the Ninth Clause occurs, except that referred to in subparagraph (b) of the aforementioned clause, Citibank does not receive the corresponding payment within the period of 1 (one) business day, starting from the time at which any of those events occurs;
(ii)	If in the case described in the Ninth Clause, subparagraph (b), the Guarantor does not immediately attach new Securities in pledge to the benefit of Citibank, in order to replenish the Margin, within the period of 2 (two) Business Days, starting from the time at which the aforementioned event occurs.

     (b) On the day following the date of the occurrence of any of the situations described in subparagraphs (i) and/or (ii) above, at the request of Citibank, the Executor will provide written notice of that situation to the Guarantor, with the Guarantor having a non-extendable period of 1 (one) Business Day, starting from the notification made to it by the Executor, to oppose the sale of the Securities. The parties to this instrument agree that the Guarantor may oppose the nonjudicial enforcement only in the following cases:

(i) If within the period mentioned in item (ii) of subparagraph (a) of this Clause, the Guarantor replenishes the Margin, when the reason Citibank had

35

requested the nonjudicial sale of the Securities was the situation described in subparagraph (b) of Clause Nine.

(ii)

If within the period mentioned in item (i) of subparagraph (a), first paragraph of this Clause, the Borrowers produce for the Executor ([i]) the outstanding amount or payment in question, or (ii) the receipt for its delivery to Citibank, when Citibank had requested the nonjudicial sale of the Securities because of the occurrence of any of the situations described in Clause Nine, except for that noted in subparagraph (b) of that clause.

(iii)

If the Guarantor provides proof to the Executor of the extension of the deadline or the novation of the obligation.

     (c) If the Guarantor does not provide any evidence to the Executor of the circumstances described in items (i), (ii), or (iii) of subparagraph (b) of this Clause, as applicable, the Executor will immediately order the sale of the Securities on the stock market and at the market prices in effect at the time that the sale is performed, up to the amount necessary to cover the entire amount of the outstanding obligations. The Executor must give Citibank the amount obtained from the aforementioned sale on the same day that the sale in question is conducted.

     TWELFTH. COMMISSION FOR NONJUDICIAL SALE. In the event of enforcement of this Agreement, as a result of which the nonjudicial sale of the Securities is conducted, the Guarantor will pay: (i) to the Executor, on demand, a commission of 1.5% of the value of the securities liquidated at the time of terminating and liquidating the guarantee pursuant to the enforcement procedure, and (ii) a commission of 1.5% to Citibank, which will be calculated on the basis of the unpaid balance of the Loan and its related amounts at the date upon which Citibank proceeds with the nonjudicial sale of the Securities.

     THIRTEENTH. APPLICATION OF THE AMOUNTS RECEIVED BY CITIBANK FROM THE ENFORCEMENT OF THE AGREEMENT. CURRENCY CONVERSION. The amounts received by Citibank from the nonjudicial sale of the Securities, in the event of the enforcement of this agreement, will be applied by Citibank as follows:

1. To the payment of the commissions, expenses, taxes and charges resulting from the enforcement of the guarantee constituted in this Agreement (including the expenses and fees of the Executor as a result of the nonjudicial enforcement referred to in this Agreement),

2. To the payment of the commissions determined for Citibank and/or the Executor, as applicable;

3. To the payment of commissions and expenses resulting from the Loan;

4. To the payment of late charges resulting from the Loan;

5. To the payment of ordinary interest resulting from the Loan;

6. To the payment of the principal of the Loan, in reverse order from that of the due dates of the payments of the principal of the Loan;

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     7. The remainder, if any, in cash as well as securities, will be at the disposition of the Guarantor.

     The payment obligations of the Guarantor with respect to any amounts owed by the Borrowers to Citibank under the Loan and which are denominated in a currency other than the national currency, will be considered to have been performed and satisfied only to the extent that Citibank purchases, with the currency received on the basis of the nonjudicial sale of the Securities, the currency in which the Loan is denominated, according to normal banking practices, with Citibank having a right to deduct from the amounts received for the nonjudicial sale of the Securities, the amount of the commissions and expenses generated by the purchase of the corresponding foreign currency, with the aforementioned commissions and expenses being considered additional parts of the Loan. The Guarantor in this instrument authorizes Citibank to purchase the aforementioned foreign currency from any of the companies that are affiliated with or subsidiaries of Citibank.

     FOURTEENTH: TERMINATION. This Agreement and the guarantee created by it will remain in effect until Citibank has been paid the entire amount owed to it by the Borrowers under this Loan, including the additional amounts and any other legal effects; as a result, the Guarantor agrees that none of its obligations deriving from this guarantee may be released except by means of the payment of the amounts owed by the Borrowers to Citibank on the basis of the Loan.

     In the event of the termination of this Agreement, Accival (i) will notify Indeval to release the pledged Securities (with the Guarantor remaining obligated to cooperate with Accival in the event that it is necessary for such purposes and to compensate Indeval for its services), (ii) will transfer the ownership of the Securities to the Guarantor’s account under the Intermediation Agreement and (iii) will provide evidence on the corresponding account statement that the Securities that are the subject of this Stock Pledge have been released from it.

     FIFTEENTH. MODIFICATIONS. No modification or waiver of any provision of this Agreement will have any effect unless it appears in writing and is signed by the Parties and, even in such case, the aforementioned waiver or consent will take effect only in the specific case and purpose for which it was granted. The Executor agrees that its consent will not be necessary for the modifications or waivers provided for in this Agreement, to the extent that they are not related to the rights and obligations of the Executor or to the nonjudicial enforcement procedure described in this Agreement.

     SIXTEENTH. NOTIFICATIONS. Any notices and other communications in connection with this Agreement must be in writing and must be delivered or sent to the addresses that each party indicates in this Agreement. All notices and communications may be delivered (i) personally; (ii) by a specialized messenger service; (iii) by certified mail with return receipt; (iv) or by fax, and in any event will become effective upon their receipt.

For the purposes of this agreement, the parties provide the following addresses:

Citibank: Paseo de la Reforma 390 piso 7
Col. Juárez
C.P. 06695, Mexico, D.F.

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Guarantor:	Paseo de la Reforma 505 Piso 48 Col Cuauhtemoc C.P. 065000, Mexico D.F.
Borrowers:	Boulevard Alfonso Zaragoza 2204 Fraccionamiento Bonanza Culiacán, Sinaloa CP 80020
Accival: Paseo de la Reforma No. 398
	Col. Juárez C.P. 06600 Mexico D.F.

     Unless the parties provide written notice of a change of address, the notices, notifications and other judicial and nonjudicial formalities served at the addresses given above will have full legal effect.

     SEVENTEENTH. APPLICABLE LAWS. This Agreement will be governed by and interpreted according to the current applicable laws of the United Mexican States.

     EIGHTEENTH. JURISDICTION. For all matters relating to the interpretation and performance of the obligations arising from this Agreement, the parties submit to the jurisdiction of the courts of the City, or to those of Mexico City [sic], Federal District, at the option of the plaintiff, expressly waiving any other forum to which they may have the right now or in the future, on the basis of their domicile or for any other reason.

     NINETEENTH. COSTS AND EXPENSES. The Guarantor will pay to Accival and/or Citibank, as appropriate, on demand, upon the written notification that Accival and/or Citibank will send it to that effect, any reasonable expenses resulting from the preparation and execution of this Agreement, as well as any reasonable costs, expenses or loss relating to the execution of this Agreement.

     The parties agree that the Executor’s fees and commissions for the performance of its duties will be paid by the Guarantor, according to the fees in effect for the Executor’s services at that date, and that the Guarantor must also reimburse the Executor for the amount of any expenses incurred by the Executor, as well as any taxes or tax assessments that may be applicable. The amount payable to the Executor will have priority over any other amount owed on the basis of this Agreement and the Loan.

     TWENTIETH. INDEMNIFICATION. The Guarantor undertakes to hold harmless Citibank, the companies composing the Grupo Financiero Banamex, its affiliates and subsidiaries, officers and employees, Accival, its affiliates and subsidiaries, officers and employees, the Executor and its personnel, in the event that any claim, action, case or complaint is filed against Citibank, the Executor or its personnel, in connection with this Agreement. In addition, the Guarantor undertakes to reimburse Citibank, the companies composing the Grupo Financiero Banamex, its affiliates and subsidiaries, Accival, its affiliates and subsidiaries, officers and employees, the Executor and its respective personnel for any expense or expenditure of any kind (including attorney and notary fees and expenses) which they may incur, or for any loss they may suffer

38

as the result of any claim, action, proceeding or complaint processed against Citibank, the companies composing the Grupo Financiero Banamex, its affiliates and subsidiaries, the Executor or its respective officers and employees in connection with any of the acts performed under the terms of this Agreement.

     TWENTY-FIRST. LEGAL COUNSEL; MUTUAL NEGOTIATION. Each of the parties has been represented by the legal counsel of its choice for the negotiation of this agreement. Therefore, it is deemed to have been negotiated and prepared in compliance with the collective requests, direction and interpretation of the parties, acting as equals, with the advice and participation of the legal advisor, and it will be interpreted according to its provisions, without favoring any one of the parties.

     TWENTY-SECOND. ADDITIONAL CONFIRMATIONS. During the life of the Agreement, the Guarantor commits to perform all the acts and actions that, in the reasonable opinion of Citibank, may be necessary in order to (i) maintain the full efficacy and effect of the guarantee constituted by this agreement or to permit the Executor to perform any and all the acts and actions described in this Agreement; (ii) protect the rights of Citibank under this Agreement and permit Citibank to exercise and demand its rights and resources pursuant to this Agreement; and (iii) perform any act or action that may be necessary to comply with the purposes of this Agreement, including but not limited to, the execution and delivery of any instruments and documents and the performance of any acts or actions that may be necessary for the purpose of obtaining and preserving the rights deriving from this Stock Pledge.

     TWENTY-THIRD. DIVISIBILITY. Any provision of this Agreement which, as the case may be, is or ultimately may be prohibited by law or other applicable regulations, or may be unenforceable, will be null and void to the same extent as that prohibition or unenforceability, but such condition will not affect the force or efficacy of the other provisions of this Agreement.

     TWENTY-FOURTH. HEADINGS. The headings of the paragraphs and the titles of the Clauses of this Agreement are solely for the purpose of the convenience of the parties in reading and understanding it, and therefore cannot affect or have any effect upon its interpretation or performance.

     TWENTY-FIFTH. WAIVERS. Any failure by Citibank to exercise the rights set forth in this Agreement will in no event have the effect of waiving the other rights, nor will the exercise by Citibank of any single right or the partial exercise of any right deriving from this Agreement exclude any other right, power or privilege.

(Signature page follows)

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     This Stock Pledge Agreement is executed in this City, in 5 (five) copies, with one being held by Citibank, one by Accival, one by the Executor, one by the Guarantor and one by the Borrowers, on December 24, 2007.

“CITIBANK”
CITIBANK, N.A.

Represented by:

THE “GUARANTOR”
IXE BANCO, S.A. TRUST DIVISION ON BEHALF OF TRUST F/466

Represented by:

THE “BORROWERS”

EUSTAQUIO TOMAS DE NICOLAS GUTIERREZ		JULIAN DE NICOLAS GUTIERREZ
	[signature]		[signature]
ANA LUZ DE NICOLAS GUTIERREZ		JOSE IGNACIO DE NICOLAS GUTIERREZ
	[signature]		[signature]
JUAN CARLOS TORRES CISNEROS		GERARDO DE NICOLAS GUTIERREZ
	[signature]		[signature]

“ACCIVAL”
ACCIONES Y VALORES BANAMEX, S.A. DE C.V., BROKERAGE,
MEMBER OF THE GRUPO FINANCIERO BANAMEX

Represented by: Alberto Gómez Sandoval

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ANNEX I TO STOCK PLEDGE AGREEMENT DATED DECEMBER 24, 2007, BY AND BETWEEN CITIBANK, N.A. (CITIBANK) IXE BANCO, S.A. TRUSTS DIVISION, ON BEHALF OF TRUST F/466 (THE GUARANTOR), ACCIONES Y VALORES BANAMEX, S.A. DE C.V., BROKERAGE, MEMBER OF THE GRUPO FINANCIERO BANAMEX, AND EUSTAQIO TOMAS DE NICOLAS GUTIERREZ, JOSE IGNACIO DE NICOLAS GUTIERREZ, JULIAN DE NICOLAS GUTIERREZ, ANA LUZ DE NICOLAS GUTIERREZ AND JUAN CARLOS TORRES CISNEROS (THE BORROWERS)

Number of Shares:	Issuer:	Contract Number:	Stock Symbol:
17,000,000	HOMEX	54350	HOMEX

“CITIBANK”
CITIBANK, N.A.

Represented by:

THE “GUARANTOR”
IXE BANCO, S.A. TRUST DIVISION ON BEHALF OF TRUST F/466

Represented by:

THE “BORROWERS”

EUSTAQUIO TOMAS DE NICOLAS GUTIERREZ		JULIAN DE NICOLAS GUTIERREZ
	[signature]		[signature]
ANA LUZ DE NICOLAS GUTIERREZ		JOSE IGNACIO DE NICOLAS GUTIERREZ
	[signature]		[signature]
JUAN CARLOS TORRES CISNEROS		GERARDO DE NICOLAS GUTIERREZ
	[signature]		[signature]

“ACCIVAL”
ACCIONES Y VALORES BANAMEX, S.A. DE C.V., BROKERAGE,
MEMBER OF THE GRUPO FINANCIERO BANAMEX

Represented by: Alberto Gómez Sandoval

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Annex 2 to the Stock Pledge Agreement

Mexico, Federal District, December 24, 2007
Letter of Appointment of Executor pursuant to
Stock Pledge Agreement

Invex Casa de Bolsa, S.A. de C.V.
Invex Grupo Financiero
Blvd. Manuel Avila Camacho #40 piso 9
Col. Lomas de Chapultepec
C.P. 11000, Mexico, D.F.

BY HAND

Dear Sirs:

     We refer to the Stock Pledge Agreement of December 18, 2007 (the “Agreement”) by and between Citibank, N.A. (“Citibank”), Acciones Y Valores Banamex, S.A. de C.V., Brokerage, Member of the Grupo Financiero Banamex (“Accival”), Ixe Banco, S.A. Trusts Division, on behalf of Trust F/466 (the “Guarantor”) and Eustaquio Tomas de Nicolas Gutierrez, Jose Ignacio de Nicolas Gutierrez, Julian de Nicolas Gutierrez, Gerardo de Nicolas Gutierrez Ana Luz de Nicolas Gutierrez And Juan Carlos Torres Cisneros (the “Borrowers”). The capitalized terms in this letter have the meaning attributed to them in the Agreement.

     Pursuant to the provisions of article 204 of the Securities Act and the terms and conditions of the Agreement, the Parties, by common accord, hereby appoint Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero, as executor of the guarantee provided in the Agreement. Accordingly, if you are accepting the appointment of the company you represent as executor of the Agreement, please sign the consent at the bottom of this Letter of Appointment, indicating the address for the delivery of any notices that may be necessary for the correct performance of your duties.

     Thank you for your attention to this matter. Please feel free to let us know if you have any questions or comments.

	The “Guarantor”
“Citibank”	Ixe Banco, S.A. Trusts Division,
Citibank N.A.	on behalf of Trust F/466
By:	By: On its own behalf
Its: Legal Representative

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The “Borrowers”

Eustaquio Tomas de Nicolas Gutierrez		Julian de Nicolas Gutierrez
	[Signature]		[Signature]
Ana Luz de Nicolas Gutierrez		Jose Ignacio de Nicolas Gutierrez
	[Signature]		[Signature]
Juan Carlos Torres Cisneros		Gerardo de Nicolas Gutierrez
	[Signature]		[Signature]

“Accival”
Acciones Y Valores Banamex, S.A. De C.V., Brokerage,
Member Of The Grupo Financiero Banamex

By: Alberto Gómez Sandoval

By means of this letter, Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero, accepts its appointment as executor of the guarantee of the Agreement and grants its consent for all legal purposes and effects, indicating as its address for receiving and hearing all kinds of notices, the address located at Blvd. Manuel Avila Camacho #40 piso 9, Col. Lomas de Chapultepec, C.P. 11000, Mexico, D.F.

Invex Casa de Bolsa, S.A. de C.V., Invex Grupo Financiero

By: Ricardo Calderón Arroyo      By: Pablo Francisco Cuevas Palacios

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COLLATERAL AGREEMENT

          For value received, and in consideration of one or more loans, letters of credit or other financial accommodations (including without limitation, entry into derivative or foreign exchange transactions) extended by JPMORGAN CHASE BANK, N.A. or any of its subsidiaries or affiliates (the “Bank”), to the undersigned and/or CR1 S.A. de C.V., CR2 S.A. de C.V., CR3 S.A. de C.V., CR4 S.A. de C.V. and CR5 S.A. de C.V. (the “Obligor”, and, if more than one, collectively, the “Obligor”), the undersigned and the Bank agree as follows:

     XX. Definitions.

          “Account Assets” means all Deposits, Securities, securities entitlements and any other assets held in trust, or in any custody, subcustody, safekeeping, investment management accounts, or other accounts of the undersigned with the Bank or any other custodian, trustee, Intermediary or Clearing System (all of which shall be considered “financial assets” under the UCC).

          “Account Control Agreement” means a securities account control agreement or other similar agreement with any Intermediary and shall specifically include any master securities account control agreement among the Bank and any of its affiliates, as amended from time to time.

          “Clearing System” means the Depository Trust Company (“DTC”), Cedel Bank, societe anonyme, the Euroclear system and such other clearing or safekeeping system that may from time to time be used in connection with transactions relating to or the custody of any Securities, and any depository for any of the foregoing.

          “Collateral” means: (i) the Deposits, Securities and Account Assets that are listed on Exhibit A; (ii) all additions to, and proceeds, renewals, investments, reinvestments and substitutions of, the foregoing, whether or not listed on Exhibit A; and (iii) all certificates, receipts and other instruments evidencing any of the foregoing.

          “Deposits” means the deposits of the undersigned with the Bank or with any other Intermediary (whether or not held in trust, or in any custody, subcustody, safekeeping, investment management accounts, or other accounts of the undersigned with the Bank or any other Intermediary).

          “Independent Collateral Requirement” means, with respect to any transaction of the type listed in Exhibit B hereto, the amount set forth in Exhibit B hereto in respect of such transaction.

          “Intermediary” means any party acting as a financial intermediary or securities intermediary, including, without limitation, affiliates of the Bank that are parties to any Account Control Agreement from time to time.

          “ISDA Master Agreement” means any Master Agreement (Multicurrency – Cross Border) (“1992 Master Agreement form”) or any 2002 Master Agreement (“2002 Master Agreement form”) entered into or deemed entered into, now or hereafter, between the Bank and the Obligor, as may be amended, supplemented, or otherwise modified from time to time.”

          “Liabilities” means indebtedness, obligations and liabilities of any kind of the Obligor or of the undersigned to the Bank, now or in the future, absolute or contingent, direct or indirect, joint or several, due or not due, arising by operation of law or otherwise, and costs and expenses incurred by the Bank in connection with the Collateral, this Agreement or any Liability Document (including, without limitation, as of any date, the amount, if any, determined by the Bank that would be payable to the Bank by the Obligor in accordance with the provisions of section 6(e)(i)(4) in the case of the 1992 Master Agreement form or Section 6(e)(i) in the case of the 2002 Master

44

Agreement form, in each case as though such date were an Early Termination Date in respect of all Transactions outstanding under the ISDA Master Agreement, the Obligor were the Defaulting Party and, in the case of the 1992 Master Agreement form, (notwithstanding whether Loss or Market Quotation is the applicable payment measure) Loss were the applicable payment measure (terms used in this parenthetical that are not otherwise defined in this Agreement have the meanings set forth in the applicable ISDA Master Agreement)).

          “Liability Document” means any instrument, agreement or document evidencing, governing, or executed or delivered in connection with the Liabilities.

          “Securities” means the stocks, bonds and other instruments and securities, whether or not held in trust or in any custody, subcustody, safekeeping, investment management accounts or other accounts of the undersigned with the Bank or any other Intermediary and securities entitlements with respect to the foregoing.

          “UCC” means the Uniform Commercial Code in effect in the State of New York. Unless the context otherwise requires, all terms used in this Agreement which are defined in the UCC will have the meanings stated in the UCC.

     XXI. Grant of Security Interest.

          As security for the payment of all the Liabilities, the undersigned pledges, transfers and assigns to the Bank and grants to the Bank a security interest in and right of setoff against, the Collateral and hereby agrees to be bound by the terms of any Account Control Agreement among the Bank and its affiliates, as amended from time to time.

     XXII. Agreements of the Undersigned and Rights of the Bank.

          The undersigned agrees as follows and irrevocably authorizes the Bank to exercise the rights listed below, at its option, for its own benefit, either in its own name or in the name of the undersigned, and appoints the Bank as its attorney-in-fact to take all action permitted under this Agreement.

     1. Deposits: The Bank may: (i) renew the Deposits on terms and for periods the Bank deems appropriate; (ii) demand, collect, and receive payment of any monies or proceeds due or to become due under the Deposits; (iii) execute any instruments required for the withdrawal or repayment of the Deposits; (iv) in all respects deal with the Deposits as the owner; provided that, as to (ii) through (iv), until the occurrence of a Default (as defined below), the Bank will only take that action if, in its judgment, failure to take that action would impair its rights under this Agreement or diminish its operational control over Collateral.

     2. Securities: The Bank may: (i) transfer to the account of the Bank any Securities whether in the possession of, or registered in the name of, any Clearing System or held otherwise; (ii) transfer to the account of the Bank with any Federal Reserve Bank any Securities held in book entry form with any such Federal Reserve Bank; and (iii) transfer to the name of the Bank or its nominee any Securities registered in the name of the undersigned and held by the Bank and complete and deliver any necessary stock powers or other transfer instruments; provided that until the occurrence of a Default, the Bank will only take that action if, in its judgment, failure to take that action would impair its rights under this Agreement or diminish its operational control over Collateral, or if such Securities are held in a custody, investment management or similar account.

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          The undersigned grants to the Bank an irrevocable proxy to vote any and all Securities and give consents, waivers and ratifications in connection with those Securities upon and after the occurrence of a Default.

          All payments, distributions and dividends in securities, property or cash shall be paid directly to and, at the discretion of the Bank, retained by the Bank and held by it, until applied as provided in this Agreement, as additional Collateral; provided that until the occurrence of a Default, interest on Deposits and cash dividends on Securities paid in the ordinary course will be paid to the undersigned.

     3. General: The Bank may, in its name, or in the name of the undersigned: (i) execute and file financing statements under the UCC or any other filings or notices necessary or desirable to create, perfect or preserve its security interest, all without notice (except as required by applicable law and not waivable) and without liability except to account for property actually received by it; (ii) demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for, or make any compromise or settlement deemed desirable with respect to, any item of the Collateral (but shall be under no obligation to do so); (iii) make any notification (to the issuer of any certificate or Security, or otherwise, including giving any notice of exclusive control to the Intermediary) or take any other action in connection with the perfection or preservation of its security interest or any enforcement of remedies, and retain any documents evidencing the title of the undersigned to any item of the Collateral; (iv) issue entitlement orders with respect to any of the Collateral.

          The undersigned agrees that it will not file or permit to be filed any termination statement with respect to the Collateral or any financing or like statement with respect to the Collateral in which the Bank is not named as the sole secured party, consent or be a party to any Account Control Agreement to which the Bank is not also a party or sell, assign, or otherwise dispose of, grant any option with respect to, or pledge, or otherwise encumber the Collateral provided, however, that until the occurrence of a Default, the undersigned may buy and sell Collateral subject to the other provisions of this Agreement, including but not limited to, Section 4. At the request of the Bank the undersigned agrees to do all other things which the Bank may deem necessary or advisable in order to perfect and preserve its security interest, perfection and operational control and to give effect to the rights granted to the Bank under this Agreement or enable the Bank to comply with any applicable laws or regulations. Notwithstanding the foregoing, the Bank does not assume any duty with respect to the Collateral and is not required to take any action to collect, preserve or protect its or the undersigned’s rights in any item of the Collateral. The undersigned releases the Bank and agrees to hold the Bank harmless from any claims, causes of action and demands at any time arising with respect to this Agreement, the use or disposition of any item of the Collateral or any action taken or omitted to be taken by the Bank with respect thereto. The undersigned releases each Intermediary and agrees to hold each Intermediary harmless from any claims, causes of action and demands at any time arising with respect to any instruction made by Bank to any Intermediary purporting to be made under this Agreement or any Account Control Agreement, it being understood that no Intermediary shall have any duty to investigate Bank’s right to issue any such instruction or any other matter related to any such instruction.

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          The rights granted to the Bank pursuant to this Agreement are in addition to the rights granted to the Bank in any custody, investment management, trust, Account Control Agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail.

     XXIII. Loan Value of the Collateral.

          The undersigned agrees that at all times the amount of the Liabilities plus the aggregate amount of any Independent Collateral Requirement may not exceed the aggregate Loan Value of the Collateral. The undersigned will, at the Bank’s option, either supplement the Collateral or make, or cause to be made, any payment under the Liabilities to the extent necessary to ensure compliance with this provision or the Bank may liquidate Collateral to the extent necessary to ensure compliance with this provision. “Loan Value” means the value assigned by the Bank from time to time, in its sole reasonable discretion, to each item of the Collateral. The ADRs of Desarrolladora Homex S.A. de C.V. (“Homex”) will have Loan Value in accordance with the following schedule:

		Per share price at which shares
		are not acceptable as additional	Per share price at which
Shares	Loan Value	Collateral	Loan Value equals zero
Homex ADRs	50%	USD42	USD30

Notwithstanding the foregoing, the Bank retains the right to determine Loan Value of the Collateral and eligibility of the Collateral.

     XXIV. Currency Conversion.

          For calculation purposes, any currency in which the Collateral is denominated (the “Collateral Currency”) will be converted into the currency of the Liabilities (the “Liability Currency”) at the spot rate of exchange for the purchase of the Liability Currency with the Collateral Currency quoted by the Bank at such place as the Bank deems appropriate (or, if no such rate is quoted on any relevant date, estimated by the Bank on the basis of the Bank’s last quoted spot rate) or another prevailing rate that the Bank deems more appropriate.

     XXV. Representations and Warranties.

          The undersigned represents and warrants (which representations and warranties will be deemed to be repeated by the undersigned on each date on which a transaction governed by the ISDA Master Agreement is entered into and on which Collateral is transferred to the Bank) that:

          (i) this Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, except as the enforcement hereof and thereof may be limited by bankruptcy, insolvency, or other similar laws affecting the enforcement of creditors’ rights generally and subject to the applicability of general principles of equity;

          (ii) the execution, delivery and performance by the undersigned of this Agreement and all other documents contemplated hereby, do not and will not (i) conflict with or constitute a breach of, or default under, or require any consent under, or, except as contemplated

47

hereby, result in the creation of any lien, charge or encumbrance upon the property or assets of the undersigned pursuant to any other agreement or instrument to which the undersigned is a party or is bound or by which its properties may be bound or affected; or (ii) violate any provision of any law, rule, regulation (including, without limitation, Regulation U of the Federal Reserve Board), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the undersigned;

          (iii) no consent, approval or authorization of, or registration, declaration or filing with, any governmental authority or other person or entity is required as a condition to or in connection with the due and valid execution, delivery and performance by the undersigned of this Agreement;

          (iv) there are no actions, suits, investigations or proceedings pending or threatened at law, in equity, in arbitration or by or before any other authority involving or affecting: (i) the undersigned that, if adversely determined, are likely to have a material adverse effect on the prospects or condition of the undersigned; (ii) any material part of the assets or properties of the undersigned or any part of the Collateral; or (iii) any of the transactions contemplated in this Agreement. There are currently no material judgments entered against the undersigned and the undersigned is not in default with respect to any judgment, writ, injunction, order, decree or consent of any court or other judicial authority, which default is likely to have or has had a material adverse effect on the prospects or condition of the undersigned;

          (v) in the event the undersigned is not an Obligor, in executing and delivering this Agreement the undersigned has (i) without reliance on the Bank or any information received from the Bank and based upon such documents and information it deems appropriate, made an independent investigation of the transactions contemplated hereby and the Obligor, the Obligor’s business, assets, operations, prospects and condition, financial or otherwise, and any circumstances which may bear upon such transactions, the Obligor or the obligations and risks undertaken herein with respect to the Liabilities; (ii) adequate means to obtain from the Obligor on a continuing basis information concerning the Obligor and the Bank has no duty to provide to the undersigned any such information; (iii) full and complete access to the Liability Documents and any other documents executed in connection with the Liability Documents; (iv) not relied and will not rely upon any representations or warranties of the Bank not embodied herein or any acts heretofore or hereafter taken by the Bank (including but not limited to any review by the Bank of the affairs of the Obligor), and (v) determined that this Agreement will benefit the undersigned directly or indirectly;

          (vi) in the event that the undersigned is a partnership, limited liability partnership, corporation or limited liability company, the undersigned also represents and warrants that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;

          (vii) in the event that the undersigned is a trust, the undersigned also represents and warrants that (i) it is a duly constituted and validly existing trust, (ii) the undersigned has delivered to the Bank a true, complete and accurate copy of the agreement pursuant to which it has been organized and all amendments and modifications thereto, and (iii) the trustees of the

48

undersigned signing this Agreement have the legal capacity and full power and authority to execute, deliver, and perform their obligations under, and to bind the undersigned to perform its obligations under, this Agreement, and to execute and deliver any and all documents and instruments in connection therewith;

          (viii) The undersigned is the sole owner of the Collateral and the Collateral is free of all encumbrances except for the security interest in favor of the Bank created by this Agreement;

          (ix) as to Deposits and Account Assets, the undersigned has not withdrawn, canceled, been repaid or redeemed all or any part of any Deposits or Account Assets other than in compliance with this Agreement and there is no such pending application; and

          (x) as to Securities, the Securities have been duly authorized and are fully paid and non-assessable, there are no restrictions on pledge of the Securities by the undersigned nor on sale of the Securities by the Bank (whether pursuant to securities laws or regulations or shareholder, lock-up or other similar agreements) and the Securities are fully marketable by the Bank as pledgee, without regard to any holding period, manner of sale, volume limitation, public information or notice requirements.

     XXVI. Default.

          Each of the following is an event of default (“Default”):

          (i) any sum payable on any of the Liabilities is not paid within 3 days when due; (ii) any representation and warranty of the undersigned or any party liable on or for any of the Liabilities (including but not limited to the Obligor, a “Liability Party”) in this Agreement or in any Liability Document shall prove to have been incorrect in any material respect on or after the date hereof; (iii) the undersigned or any Liability Party fails to perform or observe any term, covenant, or condition under this Agreement or under any Liability Document; (iv) any indebtedness of the undersigned or any Liability Party or interest or premium thereon is not paid when due (whether by scheduled maturity, acceleration, demand or otherwise); (v) the undersigned or any Liability Party: (a) is generally not, or is unable to, or admits in writing its inability to, pay its debts as its debts become due; (b) makes an assignment for the benefit of creditors, or petitions or applies to any tribunal for the appointment of a custodian, receiver or trustee for its or a substantial part of its assets; (c) commences any proceeding under any law relating to bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation; (d) has any such petition filed, or any such proceeding has been commenced against it, in which an adjudication is made or order for relief is entered or which remains undismissed for a period of 30 days; (e) has a receiver, custodian or trustee appointed for all or a substantial part of its property; or (f) takes any action effectuating, approving or consenting to any of the events described in this section (v); (vi) the undersigned or any Liability Party shall die, dissolve or for any reason cease to be in existence or merge or consolidate; or if the undersigned or any Liability Party is a partnership, limited liability partnership or limited liability company, any general partner, partner or member (other than the spouse of a Third party guarantor), respectively, shall die, dissolve or for any reason cease to be in existence or cease to be a partner or member, as the case may be, or shall merge or consolidate; (vii) the undersigned or any

49

Liability Party is involved in a proceeding relating to, or which may result in, a forfeiture of all or a substantial part of the undersigned’s or any Liability Party’s assets or a material judgment is entered against the undersigned or any Liability Party; (viii) there is, in the reasonable opinion of the Bank, a material adverse change in the business, prospects or financial condition of the undersigned or any Liability Party or (ix) an Event of Default with respect to the Obligor has occurred and is continuing or an Early Termination Date has occurred or been designated as a result of an Event of Default with respect to the Obligor notwithstanding whether any such Event of Default would otherwise constitute a Default under subparts (i) through (viii) of this Section 7 (the terms Event of Default and Early Termination Date as used in this subpart (ix) have the respective meanings set forth in the ISDA Master Agreement).

     XXVII. Remedies.

          On a Default, the Bank will have the rights and remedies under the UCC and the other rights granted to the Bank under this Agreement and may exercise its rights without regard to any premium or penalty from liquidation of any Collateral and without regard to the undersigned’s basis or holding period for any Collateral.

          The Bank may sell in the Borough of Manhattan, New York City, or elsewhere, in one or more sales or parcels, at the price as the Bank deems best, for cash or on credit or for other property, for immediate or future delivery, any item of the Collateral, at any broker’s board or at public or private sale, in any reasonable manner permissible under the UCC (except that, to the extent permissible under the UCC, the undersigned waives any requirements of the UCC) and the Bank or anyone else may be the purchaser of the Collateral and hold it free from any claim or right including, without limitation, any equity of redemption of the undersigned, which right the undersigned expressly waives.

          The Bank may also, in its sole discretion: (i) convert any part of the Collateral Currency into the Liability Currency; (ii) hold any monies or proceeds representing the Collateral in a cash collateral account in the Liability Currency or other currency that the Bank reasonably selects; (iii) invest such monies or proceeds on behalf of the undersigned; and (iv) apply any portion of the Collateral, first, to all costs and expenses of the Bank, second, to the payment of interest on the Liabilities and any fees or commissions to which the Bank may be entitled, third, to the payment of principal of the Liabilities, whether or not then due, and fourth, to the undersigned.

          The undersigned will pay to the Bank all expenses (including attorneys’ fees and legal expenses incurred by the Bank and the allocated costs of its in-house counsel) in connection with the reasonable exercise of any of the Bank’s rights or obligations under this Agreement or the Liability Documents. The undersigned will take any action requested by the Bank to allow it to sell or dispose of the Collateral. Notwithstanding that the Bank may continue to hold Collateral and regardless of the value of the Collateral, the applicable Liability Party will remain liable for the payment in full of any unpaid balance of the Liabilities.

     XXVIII. Jurisdiction.

          To the maximum extent not prohibited by applicable law, the undersigned hereby irrevocably: (i) submits to the jurisdiction of any New York state or United States federal court sitting in New York City over

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any action or proceeding arising out of this Agreement;(ii) agrees that all claims in respect of such action or proceeding may be held and determined in such New York state or federal court; (iii) agrees that any action or proceeding brought against the Bank may be brought only in a New York state or United States federal court sitting in New York county; (iv) consents to the service of process in any such action or proceeding in either of said courts by mailing thereof by the Bank by registered or certified mail, postage prepaid, to the undersigned at its address specified on the signature page hereof, or at the undersigned’s most recent mailing address as set forth in the records of the Bank; and (v) waives any defense on the basis of inconvenient forum.

          The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit or proceeding in such state. Nothing herein shall affect the right of the Bank to serve legal process in any other manner permitted by law or affect the right of the Bank to bring any action or proceeding against the undersigned or its property in the courts of any other jurisdiction.

     XXIX. Waiver of Jury Trial.

     THE UNDERSIGNED AND THE BANK EACH WAIVE ANY RIGHT TO JURY TRIAL.

     XXX. Notices.

          Unless otherwise agreed in writing, notices may be given to the Bank and the undersigned at their telecopier numbers (confirmed by telephone to their telephone numbers) or addresses listed on the signature page of this Agreement, or such other telecopier (and telephone) number or addresses communicated in writing by either party to the other. Notices to the Bank are effective on receipt.

     XXXI. Unconditional Obligations.

          If the undersigned is not an Obligor, the undersigned’s obligations under this Agreement are absolute and unconditional irrespective of: (a) any change in the amount, time, manner or place of payment of, or in any other term of, all or any of the Liability Documents or the Liabilities, or any other amendment or waiver of or any consent to departure from any of the terms of any Liability Document or the Liabilities; (b) any release or amendment or waiver of, or consent to departure from, any other guaranty or support document, or any exchange, release or non-perfection of any item of the Collateral, for all or any of the Liability Documents or the Liabilities; (c) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Liability Document or the Liabilities; (d) without being limited by the foregoing, any lack of validity or enforceability of any Liability Document or the Liabilities; and (e) any other defense, setoff or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Liability Documents or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of, the Obligor or a guarantor.

     XXXII. Miscellaneous.

     1. As used herein, the term undersigned shall include all signatories hereto, if more than one. In such event, the obligations, representations and warranties of the undersigned hereunder shall be joint and several. This Agreement shall be binding on the undersigned and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns,

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except that the undersigned may not delegate any of its obligations hereunder without the prior written consent of the Bank.

     2. No amendment or waiver of any provision of this Agreement nor consent to any departure by the undersigned will be effective unless it is in writing and signed by the undersigned and the Bank and will be effective only in that specific instance and for that specific purpose. No failure on the part of the Bank to exercise, and no delay in exercising, any right will operate as a waiver or preclude any other or further exercise or the exercise of any other right.

     3. The rights and remedies in this Agreement are cumulative and not exclusive of any rights and remedies which the Bank may have under law or under other agreements or arrangements with the undersigned or any Liability Party.

     4. The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement is not valid or enforceable in whole or in part in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of that invalidity or unenforceability without in any manner affecting the validity or enforceability in any other jurisdiction or the remaining provisions of this Agreement.

     5. The undersigned hereby waives presentment, notice of dishonor and protest of all instruments included in or evidencing the Liabilities or the Collateral and any other notices and demands, whether or not relating to those instruments.

     6. This Agreement is governed by and construed according to the law of the State of New York, without regard to the conflict of laws principles, and with the laws of the United States of America as applicable.

     7. This Agreement constitutes a Credit Support Document under the ISDA Master Agreement in respect of the Obligor.

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IN WITNESS WHEREOF, the undersigned has signed this Agreement as of this ___day of October, 2007.

accepted:

JPMorgan Chase Bank, N.A.

By:
	Name:
	Title:

Address for notices to the Bank:
JPMorgan Chase Bank, N.A.
345 Park Avenue
New York, New York 10154-1002
Attn: Jorge E. Sosa
Telecopier: 212-464-0901
Telephone: 212-464-0233

With a copy to:

JPMorgan Chase Bank, N.A.
270 Park Avenue, 41^st Floor
New York, New York 10017-2070
Attn: Legal Department – Derivatives Practice Group
Telecopier: (212) 270-3625

Fideicomiso F/466

Address for notices:

Telecopier:

Telephone:

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EXHIBIT A

DESCRIPTION OF THE COLLATERAL

23. Deposits

Type of Deposit	Location	Account, Contract or
(CD, TD, etc.)	(NY, IBF-NY, etc.)	Certificate No.

24. Stocks, Bonds and Other Instruments and Securities

			Certificate
Nature of Security			Number (if
or Obligation	Name of Issuer	Number of Units	applicable)

25. All Assets Held or To Be Held in the Following Custody or Subcustody Accounts, Safekeeping Accounts, Investment Management Accounts and/or other account with Intermediary:

          Account Number

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EXHIBIT B

“Independent Collateral Requirement” means, with respect to any transaction between the Bank and the Obligor, the amount as specified in writing for such transaction by the Bank to the Obligor or the undersigned; provided, however, that if the transaction is governed by the ISDA Master Agreement and an amount is not so specified, then the Independent Collateral Requirement shall be 20% of the Notional Amount (as defined in the definitions published by the International Swaps and Derivatives Association, Inc. (“ISDA”) that are applicable to such transaction) for such transaction; provided, further, that:

(i) if such transaction is an FX Transaction or Currency Option Transaction, the Independent Collateral Requirement shall be 10% of the USD amount involved in such transaction (provided, however, that if there is no USD amount involved in such a transaction, then 10% of the USD equivalent, as determined by the Bank in good faith, of the amount payable to the Bank at any time under such transaction (for this purpose, all Currency Option Transactions will be treated as Deliverable Currency Option Transactions and the amount payable to the Bank is determined on the basis that such Currency Option Transaction will be exercised)) (terms used in this subpart (i) and not otherwise defined in this Agreement have the meanings set forth in the 1998 FX and Currency Option Definitions as published by ISDA, the Emerging Market Traders Association and The Foreign Exchange Committee),

(ii) if such transaction is an Equity Option, the Independent Collateral Requirement shall be 30% of the Notional Amount of such transaction if a Notional Amount is involved and otherwise 30% of the product of the Strike Price times the Option Entitlement (if any) times the Number of Options of such transaction (terms used in this subpart (ii) and not otherwise defined in this Agreement have the meanings set forth in the 1996 Equity Derivatives Definitions as published by ISDA),

(iii) if such transaction is a transaction involving a Commodity, the Independent Collateral Requirement shall be an amount equal to 40% times the highest Notional Quantity for a Calculation Period (or if there is only one Calculation Period, the Total Notional Quantity) times the Specified Price on the Trade Date of such transaction (terms used in this subpart (iii) and not otherwise defined in this Agreement have the meanings set forth in the 1993 Commodity Derivatives Definitions, as supplemented by the 2000 Supplement to the 1993 Commodity Derivatives Definitions, as published by ISDA), and

(iv) if such transaction is a Swap Transaction, the Independent Collateral Requirement shall be 10% of the Notional Amount (provided, however, that if there is more than one Notional Amount, then 10% of the Notional Amount applicable to the Obligor) (terms used in this subpart (iv) and not otherwise defined in this Agreement have the meanings set forth in the 2000 ISDA Definitions as published by ISDA).

Except as otherwise provided, if any transaction involves more than one Notional Amount, the higher value will apply for purposes of this calculation. If in any case the relevant amount is not expressed in USD, the USD equivalent thereof, as determined by the Bank, shall be applicable for the purposes of determining the Independent Collateral Requirement.

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EX-99.7.06

Exhibit 7.06

THIRD AMENDMENT TO THE TRUST AGREEMENT NO. F/466 (THE “AMENDMENT AGREEMENT”) EXECUTED AMONG AND BETWEEN EUSTAQUIO TOMÁS DE NICOLÁS GUTIÉRREZ, JOSE IGNACIO DE NICOLAS GUTIÉRREZ, GERARDO DE NICOLAS GUTIÉRREZ, JULIAN DE NICOLAS GUTIÉRREZ Y ANA LUZ DE NICOLAS GUTIERREZ (HEREINAFTER, THE “SETTLORS” AND WHEN APPLICABLE, THE “TRUST BENEFICIARIES”), AND IXE BANCO, S.A. INSTITUCION DE BANCA MULTIPLE, IXE GRUPO FINANCIERO, DIVISION FIDUCIARIA, REPRESENTED HEREIN BY ITS TRUST DELEGATE, IDALIA MORALES LEVER, JOINTLY WITH ARMANDO JORGE RIVERO LAING, GENERAL COUNSEL (HEREINAFTER REFERRED TO AS THE “TRUSTEE”), IN THE PRESENCE OF EUSTAQUIO DE NICOLÁS VERA, UPON THE FOLLOWING RECITALS, REPRESENTATIONS AND CLAUSES:

R E C I T A L S

FIRST.- On August 20, 1999, the Settlors and Bermuda Trust Company Limited as trustee of the ZN Mexico Trust (the “ZN Mexico Trust”) executed the management trust agreement No. F/10289 (the “Trust”) with Banco Santander Serfin, S.A. Institucion de Banca Múltiple, Grupo Financiero Santander Serfin, acting as trustee, to which the Settlors contributed 53,832,462 shares of the issuer Grupo Picsa, S.A. de C.V. (now Desarrolladora Homex, S.A. de C.V.) (the “Issuer”) with the purpose of securing the fulfillment of the terms and conditions of the joint venture agreement, dated August 19, 1999 executed between the Settlors, the Trust Beneficiaries and the Issuer (the “Joint Venture Agreeement”).

SECOND.- On May 7, 2002, as consequence of the participation of EIP Investment Holdings LLC (“EIP”) as shareholder of the Issuer and in substitution of the Joint Venture Agreement mentioned above, a new joint venture agreement (the “New Joint Venture Agreement”) was executed between the Settlors, ZN Mexico Trust and EIP which provides, among other things, the amendment to the Trust to include EIP as a trust beneficiary and to conform it to the provisions of the New Joint Venture Agreement.

THIRD.- On May 7, 2002, an amendment to the Trust was executed with the purpose of including EIP as trust beneficiary.

FOURTH.- On June 2, 2004, a second amendment to the Trust was executed, by which ZN Mexico Trust and EIP recognized that their rights as beneficiaries had ended and that they were not longer parties to the Trust. As consequence, the only beneficiaries of the Trust are the Settlors and, as the case may be, their successors and heirs appointed as substitute beneficiaries. Such second amendment is attached to this Amendment Agreement as Annex “A”.

FIFTH.- On January 24, 2005, an agreement for the substitution of trustee was executed between the parties, by means of which Ixe Banco, S.A. Institucion de Banca Multiple, Ixe Grupo Financiero, Division Fiduciaria substituted Banco Santander Serfin S.A. Institucion de Banca Multiple, Grupo Financiero Santander Serfin as trustee of the Trust, renaming it Trust No. F/466.

SIXTH.- On May 22, 2006, Eustaquio De Nicolás Vera formalized the assignment of his trust beneficiary rights under the Trust in favor of Eustaquio Tomás De Nicolás Gutiérrez, Gerardo

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De Nicolás Gutiérrez y Julian De Nicolás Gutiérrez. Such assignment agreement is attached to this Amendment Agreement as Annex “B”.

SEVENTH.- On November 3, 2006, Eustaquio De Nicolás Vera formalized the assignment of his trust beneficiary rights under Trust in favor of Jose Ignacio De Nicolás Gutiérrez y Julián De Nicolás Gutiérrez, such assignment agreement is attached to this Amendment Agreement as Annex “C”.

EIGHTH.- Through instructions of the Trust Management Committee (as defined on the Trust Agreement), dated February 10, 2007, the committee instructed the Trustee to amend the Trust Agreement to recognize the assignment of trust beneficiary rights mentioned in the recital fifth above, as well as to modify the structure and operation of the committee.

R E P R E S E N T A T I O N S

I. The Trust Beneficiaries represent that:

a) It is their will to appear and ratify their consent to amend the Trust Agreement as described in recital seventh of this Amendment Agreement.

b) As of this date, the Trust Estate is composed by 129,735,856 shares of the Issuer.

II. Eustaquio De Nicolas Vera represents that:

a) He signs this amendment agreement to ratify the assignment of beneficiary rights agreements executed on May 22, 2006 and November 3, 2006, respectively; expressing his acceptance to stop being considered a party to the Trust Agreement. Additionally, he expresses his conformity to the acts of the Trustee, granting it an unconditional release for any claim related to the Trust.

III. The Trustee represents that:

a) It is a Multiple Banking Institution incorporated, organized and in existence under the laws of Mexico, and it is duly authorized to act as trustee.

b) It has enough capacity to sign this Amendment Agreement. Such capacity has not been revoked or modified in any way.

c) It has explained to the Parties the scope of this Amendment Agreement and the legal consequences of Article 106 of the Banking Institutions Law, specifically, section XIX b) of the such Article, and the different prohibitions applicable to the Trustee provided in different laws and regulations, such as Circular 1/2005 of Banco de Mexico, which is described on clause sixteenth of this Amendment Agreement.

d) It appears to sign this Amendment Agreement following instructions of the Trust Management Committee, which are ratified by the aforementioned Committee in this Amendment Agreement, in order to amend the Trust.

The parties grant the following:

C L A U S E S

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FIRST.- The parties agree to amend the clauses third, eighth, ninth paragraph g), twelfth and sixteenth, as well as to add the clause twenty fourth of the Trust Agreement to be written as follows:

...

     THIRD.- PARTIES. The following persons are parties to this Trust:

a)	SETTLORS: Eustaquio De Nicolás Vera, Eustaquio Tomás De Nicolás Gutiérrez, José Ignacio De Nicolás Gutiérrez, Gerardo De Nicolás Gutiérrez, Julián De Nicolás Gutiérrez and Ana Luz De Nicolás Gutiérrez.
b)	TRUST BENEFICIARIES:
	Eustaquio Tomás De Nicolás Gutiérrez, with respect to 31,376,821 (thirty one million, three hundred seventy six thousand, eight hundred and twenty one) shares of the issuer Homex, S.A.B. de C.V.
	Jose Ignacio De Nicolás Gutiérrez, with respect to 31,376,821 (thirty one million, three hundred seventy six thousand, eight hundred and twenty one) shares of the issuer Homex, S.A.B. de C.V.
	Gerardo De Nicolás Gutiérrez, with respect to 32,059,409 (thirty two million, fifty nine thousand, four hundred and nine) shares of the issuer Homex, S.A.B. de C.V.
	Julián De Nicolás Gutiérrez, with respect to 25,189,759 (twenty five million, one hundred eighty nine thousand, seven hundred and fifty nine) shares of the issuer Homex, S.A.B. de C.V.
	Ana Luz De Nicolás Gutiérrez, with respecto to 9,733,046 (nine million seven hundred thirty three thousand forty six) shares of the issuer Homex, S.A.B. de C.V.
c)	TRUSTEE: Ixe Banco, S.A. Institucion de Banca Multiple, Ixe Grupo Financiero, Division Fiduciaria.

EIGHTH.- TRUST MANAGEMENT COMMITTEE. As provided in the third paragraph of article 80 of the Mexican Banking Law, the Settlors hereby establish a Trust Management Committee.

The Trust Management Committee will be composed of five members and their respective alternates who will remain in their positions until new members are appointed and those new members take their respective positions as members of the committee.

In case of death, incapacity or permanent absence of any of the members of the Trust Management Committee, the Trust Beneficiaries will appoint the person that will substitute such member, as well as his or her respective alternate.

Based on the foregoing, the members of the Trust Management Committee will be:

Member	Alternate
Juan Carlos Torres Cisneros	Ana Luz De Nicolás Gutiérrez

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Eustaquio Tomas De Nicolás Gutiérrez	Beatriz Valenzuela Cadena
José Ignacio De Nicolás Gutiérrez	Brenda Maria Machado Orrantia
Gerardo De Nicolás Gutiérrez	Patricia Eugenia Gastelum Ibarra
Juan De Nicolás Gutiérrez	Ludmilla Hach Salazar

NINTH.- OPERATION OF THE TRUST MANAGEMENT COMMITTEE

...

g) The decisions of the Trust Management Committee will be taken by the vote of the majority of the members of the Trust Management Committee, including the decisions related to the total or partial transfer or sale of the beneficiary rights and the granting of guarantees.

TWELFTH.- RESPONSIBILITIES OF THE TRUSTEE.- The Trustee will answer for the claims for not complying with its obligations under the Trust.

Additionally, the Trustee will not be responsible of the following:

a)	Acts and omissions of the Settlor, regulators or third parties, that impede or make difficult the fulfillment of the purposes of the Trust.
b)	The defense of the assets, because if such defense is necessary, the Trustee will only be obligated to grant powers of attorney for collections and claims in terms of clause seventeenth below.
c)	If the Trust Management Committee instructs the Trustee to perform an act in conformity with the Trust, the committee will be liable before the Trustee and before any third party for any responsibility that might be imposed on the Trustee as consequence of the execution of such act, and will release the Trustee of any claim against it initiated by a third party as consequence of the performance of the acts expressly instructed in accordance with this Trust Agreement.
d)	It is hereby agreed that the Trustee will not be held responsible if it acts in accordance with any notice, consent, certificate or other instrument or document that is consider genuine and that is signed by the corresponding party or parties, or based in a written representation or that is considered duly prepared by the Settlor or the Trust Management Committee.

SIXTEENTH.- PROHIBITIONS. In terms of the provisions established in point 5.5 of the trust regulations issued by Banco de Mexico in Circular 1/2005, the Trustee hereby informs to the other parties of this Trust Agreement the content of the following articles which establish the prohibitions applicable to trustees in execution of trusts:

General Law on Negotiable Instruments and Credit Transactions:

“...Article 382. A trust established in favor of the trustee is void, unless is established as provided in the following paragraph and in the applicable legal provisions.

The trustee could be a trust beneficiary when the trust’s purpose is to be a payment instrument of unpaid obligation related to credits granted by the trustee for commercial

4

activities. In this case, the parties must agree the terms and conditions to resolve conflict of interests issues...”

“...Article 394. The following trusts are prohibited:

I.	Secret trusts;
II.	Those in which the benefits are granted to different persons who become substituted by death of the previous one, unless the substitution is done in favor of persons that are alive or conceived at the moment of the death of the settlor; and
III.	Those with a length of more than 50 years, when the trust beneficiary is an entity that is not a government managed entity or a non-profit entity, nevertheless, a trust can be established with a length of more than 50 years if the trust purpose is the management of a scientific or artistic non for profit museum...”

Mexican Banking Law:

“...Article 106.- It shall be prohibited to the credit institutions:

...
XIX. In the execution of the operations referred to in section XV of article 46 of this Law:

b) Respond to the settlors, agents or representatives for the non compliance of the debtors, on those credits granted or of the issuers, for the acquired securities, unless it is due to their fault, as stated in the last part of article 391 of the General Law on Negotiable Instruments and Credit Transactions or to guarantee results from funds entrusted to it;

If upon termination of the trust, mandate or commission established to grant loans, any such loans shall have not been repaid in full by the debtors, the institution must transfer them to the settlor or the beneficiary of the trust whatever the case may be or to the principal or representative, without repaying any outstanding amount.

Any agreement contrary to what is set forth in the two preceding paragraphs shall not have legal effects.

...”

Banco de México Circular 1/2005:

6.1 In the execution of trusts, the Trustee Institutions shall have the following prohibitions:

a)	Charge the Trust Estate different prices than those agreed at the time of execution;
b)	Guarantee returns or prices for the funds to be invested, and

5

c) Execute operations in conditions and terms that differ with their internal policies and sound financial practices.

6.2	The Trustee Institutions may not execute transactions with stocks, securities, or any other financial instrument, that does not comply with the specifications agreed in the corresponding trust agreement.
6.3	The Trustee Institutions may not execute those types of trusts that they are not authorized to execute according to the laws and stipulations that govern them.
6.4	The Trustee Institutions are not allowed to charge to the trust estate any penalty imposed by any regulator to such institution.
6.5	In guaranty Trusts, the Bonding Institutions and the Sofoles may only receive assets or rights that have the purpose of guaranteeing the duties in question.
6.6	The Trustee Institutions must observe articles 106 section XIX of the Credit Institutions Law, 103 section IX of the Stock Exchange Law, 62 section VI of the General Law of Institutions and Mutual Insurance Organizations and 60 section VI Bis of the Federal Law of Bonding Institutions, as it may correspond to each institution”.

SECOND.- This Amendment Agreement does not constitute nor shall it be understood as a novation of the obligations provided under the Trust Agreement, therefore besides the amendments set forth in the previous clause, the Trust Agreement will continue to be fully enforceable.

THIRD.- JURISDICTION AND APPLICABLE LAW. The present Amendment Agreement shall be subject to the laws of the United Mexican States. For the solution of any controversy arising in connection herein, the parties hereby submit themselves to the jurisdiction of the competent courts in Mexico City, Federal District, Mexico and expressly waive any other jurisdiction that may correspond to them by virtue of its present or any other future address or otherwise.

6

This amendment agreement is signed in two equal instruments in Mexico City, Federal District, the 13^th of March of 2007.

(signed)
Ana Luz De Nicolas Gutierrez

(signed)
Eustaquio Tomas De Nicolas Gutierrez

(signed)
Jose Ignacio De Nicolas Gutierrez

(signed)
Gerardo De Nicolas Gutierrez

(signed)
Julian De Nicolas Gutierrez

With the appearance of Eustaquio De Nicolas Vera:

(signed)

TRUSTEE

(signed)
Idalia Morales Lever

(signed)
Armando Jorge Rivero Laing

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EX-99.7.07

Exhibit 7.07

FOURTH AMENDMENT TO THE TRUST AGREEMENT NO. F/466 (THE “AMENDMENT AGREEMENT”) EXECUTED BY AND BETWEEN EUSTAQUIO TOMAS DE NICOLÁS GUTIÉRREZ, JOSE IGNACIO DE NICOLÁS GUTIÉRREZ, GERARDO DE NICOLÁS GUTIÉRREZ, JULIAN DE NICOLÁS GUTIÉRREZ Y ANA LUZ DE NICOLÁS GUTIÉRREZ (HEREINAFTER, THE “SETTLORS” AND WHEN APPLICABLE, THE “TRUST BENEFICIARIES”), AND IXE BANCO, S.A. INSTITUCION DE BANCA MULTIPLE, IXE GRUPO FINANCIERO, DIVISION FIDUCIARIA, REPRESENTED HEREIN BY ITS TRUST DELEGATE, IDALIA MORALES LEVER, JOINTLY WITH ARMANDO JORGE RIVERO LAING, GENERAL COUNSEL (HEREINAFTER REFERRED TO AS THE “TRUSTEE”), UPON THE FOLLOWING RECITALS, REPRESENTATIONS AND CLAUSES:

R E C I T A L S

FIRST.- On August 20, 1999, the Settlors and Bermuda Trust Company Limited as trustee of the ZN Mexico Trust (the “ZN Mexico Trust”) executed the management trust agreement No. F/10289 (the “Trust”) with Banco Santander Serfin, S.A. Institución de Banca Múltiple, Grupo Financiero Santander Serfin as trustee, to which the Settlors contributed 53,832,462 shares of the issuer Grupo Picsa, S.A. de C.V. (now Desarrolladora Homex, S.A. de C.V.) (the “Issuer”) with the purpose of securing the fulfillment of the terms and conditions of the joint venture agreement, dated August 19, 1999 executed between the Settlors, the Trust Beneficiaries and the Issuer (the “Joint Venture Agreement”).

SECOND.- On May 7, 2002, as consequence of the participation of EIP Investment Holdings LLC (“EIP”) as shareholder of the Issuer, in substitution of the Joint Venture Agreement mentioned above, a new joint venture agreement (the “New Joint Venture Agreement”) was executed between the Settlors, ZN Mexico Trust and EIP which provides, among other things, the amendment to the Trust to include EIP as trust beneficiary and to conform it to the provisions of the New Joint Venture Agreement.

THIRD.- On May 7, 2002, an amendment to the Trust was executed with the purpose of including EIP as beneficiary.

FOURTH.- On June 2, 2004, a second amendment to the Trust was executed, by which ZN Mexico Trust and EIP recognized that their rights as beneficiaries had ended and that they were not longer parties to the Trust. As consequence, the only beneficiaries of the Trust are the Settlors and, as the case may be, their successors and heirs appointed as substitute beneficiaries. Such second amendment is attached to this Amendment Agreement as Annex “A”.

FIFTH.- On January 24, 2005, an agreement for the substitution of the trustee was executed by means of which Ixe Banco, S.A. Institucion de Banca Multiple, Ixe Grupo Financiero, Division Fiduciaria substituted Banco Santander Serfin S.A. Institución de Banca Multiple, Grupo Financiero Santander Serfin as trustee of the Trust, renaming it Trust No. F/466.

SIXTH.- On May 22, 2006, Eustaquio De Nicolás Vera formalized the assignment of his trust beneficiary rights under the Trust in favor of Eustaquio Tomás De Nicolás Gutiérrez, Gerardo De Nicolás Gutiérrez y Julian De Nicolás Gutiérrez. Such assignment agreement is attached to this Amendment Agreement as Annex “B”.

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SEVENTH.- On March 13, 2007 and as per instructions of the Trust Management Committee, dated February 10, 2007, the Trust Beneficiaries and the Trustee, in presence of Eustaquio De Nicolás Vera, executed a third amendment to the Trust Agreement with the purpose of recognizing the assignment of the trust beneficiary rights mentioned in recital sixth immediately above, as well as to modify the composition and operation of the Trust Management Committee.

EIGHTH.- On March 16, 2007, the Trust Management Committee instructed the Trustee to amend the Trust Agreement in order to allow the Trustee to act on behalf of the Trust as Settlor whenever the Trust Management Committee instructs it to do so.

R E P R E S E N T A T I O N S

I. The Trust Beneficiaries represent that:

Its their will to appear and ratify their consent to modify the Trust Agreement as provided in recital eighth above of this Amendment Agreement.

II. The Trustee represents that:

a) It is a Multiple Banking Institution incorporated, organized and in existence under the laws of Mexico, and it is duly authorized to act as trustee.

b) It has enough capacity to sign this Amendment Agreement, and that such capacity has not been revoked or modified in any way.

c) It has explained to the Parties the scope of this Amendment Agreement and the legal consequences of Article 106 of the Banking Institutions Law, specifically, section XIX b) of the such Article, and the different prohibitions applicable to the Trustee provided in different laws and regulations, such as Circular 1/2005 of Banco de Mexico, which is described on clause sixteenth of this Amendment Agreement.

d) It appears to sign this Amendment Agreement upon the instructions received from the Trust Management Committee, which are ratified by the aforementioned Committee in this Amendment Agreement, in order to amend the Trust.

The parties grant the following:

C L A U S E S

FIRST.- The parties agree to amend, as of this date, clause fifth and fourteenth paragraph b) of the Trust Agreement to be written as follows:

...

FIFTH.- The purposes of this Trust are that:

a)	Subject to the terms and conditions of this Trust Agreement, the Trustee keeps the trust ownership of the Trust Shares during the existence of this Trust Agreement.
b)	The Trustee manages the Trust Estate according to the terms and conditions of this Trust Agreement.

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c)	According to the instructions received from the Trust Management Committee, the Trustee increases or reduces the Trust Estate under the terms of this Trust Agreement.
d)	The Trustee exercises the economic and corporate rights related to the Trust Shares, including voting rights, following the instructions of the Trust Management Committee.
e)	Whenever there is a dividend payment from the Issuer and it is done in cash, the Trustee distributes them among the Settlors according to their participation in the Trust Estate.
f)	The Trustee, in case of substitution of the Trust Share certificates, carries out the corresponding change, conserving the such certificates in the Trust Estate.
g)	The Trustee invests all cash amounts that it exceptionally and temporarily maintains in the Trust Estate according to the instructions of the Trust Management Committee and, in its defect, in fix rate debt securities issued or guaranteed by the Mexican Federal Government.
h)	In accordance with the instructions received from the Trust Management Committee, the Trustee transfers or sells, total or partially, the Trust Shares to the person specified by the Trust Management Committee or, in its case, through sales made in stock exchanges.
i)	In accordance with the instructions received from the Trust Management Committee, the Trustee shall proceed to transfer as guaranty the Trust Shares.
j)	The Trustee acts as Settlor when instructed by the Trust Management Committee, through written notice.
k)	Upon termination of this Trust Agreement, the Trustee shall revert to the Settlors, or their assignees or succesors, the Trust Shares and rights that constitute the Trust Estate, in the proportion that corresponds to each of them.
l)	In general, the Trustee performs the remaining legal acts that are necessary or convenient for the fulfillment of the purposes of this Trust, according to the instructions issued by the Trust Management Committee.

FOURTEENTH.- TRUSTEE’S FEES. The Settlors shall pay the Trustee the following fees, without the need of any notice or request from the Trustee:

...

b) For its performance as Trustee, an annual payment to the Trustee of $260,000.00 (two hundred sixty thousand pesos 00/100 Mexican currency) through pro-rata bi-annual pre-payments.

SECOND.- This Amendment Agreement does not constitute nor shall it be understood as a novation, therefore besides the amendments contained in the previous clause, the Trust Agreement shall continue to be enforceable.

THIRD.- JURISDICTION AND APPLICABLE LAW. The present Amendment Agreement shall be subject to the laws of the United Mexican States. For the solution of any controversy arising in connection herein, the parties hereby submit themselves to the jurisdiction of the competent courts in Mexico City, Federal District, Mexico and expressly waive any other jurisdiction that may correspond to them by virtue of its present or any other future address or otherwise.

3

This Amendment Agreement is signed in two equal instruments in Mexico City, Federal District, the 13^th of April of 2007.

(signed)
Ana Luz De Nicolas Gutierrez

(signed)
Eustaquio Tomas De Nicolas Gutierrez

(signed)
Jose Ignacio De Nicolas Gutierrez

(signed)
Gerardo De Nicolas Gutierrez

(signed)
Julian De Nicolas Gutierrez

TRUSTEE

Ixe Banco, S.A. Institucion de Banca Multiple, Ixe Grupo Financiero, Division Fiduciaria

(signed)
Idalia Morales Lever

(signed)
Armando Jorge Rivero Laing

4

EX-99.7.08

Exhibit 7.08

JOINT FILING AGREEMENT

          In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agree to the joint filing on behalf of each of them as members of the Technical Committee (as defined in Schedule 13D to which this agreement is attached) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares (including the Common Shares underlying the ADSs) of Desarrolladora Homex, S.A.B. de C.V. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

          IN WITNESS WHEREOF, the undersigned have executed this agreement as of the 19^th day of February, 2008.

/s/ Eustaquio Tomas de Nicolas Gutierrez 

Eustaquio Tomas de Nicolas Gutierrez

Member of Technical Committee

/s/ Jose Ignacio de Nicolas Gutierrez 

Jose Ignacio de Nicolas Gutierrez

Member of Technical Committee

/s/ Gerardo de Nicolas Gutierrez  

Gerardo de Nicolas Gutierrez

Member of Technical Committee

/s/ Julian de Nicolas Gutierrez 

Julian de Nicolas Gutierrez

Member of Technical Committee

/s/ Juan Carlos Torres Cisneros  

Juan Carlos Torres Cisneros

Member of Technical Committee

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