C O N S I D E R A T I O N S

The purpose of the foregoing is to ensure the continuity and efficiency of the railroad services provided by the concessionaire on the Pacific-North railroad line, with the understanding that all yards, lateral tracks, short tracks, sidings, and other existing constructions that connect to the track section described in the previous paragraph, shall continue to be part of the Concession Title of the Concessionaire therefore the Concessionaire will retain the same rights and obligations established in the Concession Title and this amendment on same, and the Concessionaire will be granted obligatory rights of way on the track section in reference, to connect to its facilities, which are included in the Concession Title, to service the industry, and for trains formed in Querétaro to arrive and leave.

the equipment and the development of new technologies, to the detriment of the users, and to the operation of the system as a whole. It was also determined that a portion of the facilities to be removed from said track could be put to better use by the suburban public passenger transportation service in the metropolitan area, which is projected to be established.

Given the above, under the terms of Article 36, sections I, VIII, and XXVII, of the Federal Government Organic Law; Articles 1, 5, 6 sections II and VIII, and 14 of the Railroad Service Regulatory Law; Articles 1, 3, 15, and 42 of the Railroad Service Regulation; Article 5, sections XI and XVIII, of the Ministry of Transport and Communications Internal Regulation, and relevant to points 2.4, 2.5, 5.2, and 5.4 of the Concession Title awarded to Ferrocarril del Noreste, S.A. de C.V. on December 2, 1006, published in the Official Federal Gazette on February 3, 1997, and with the consent of the Concessionaire, in accordance with the terms of Condition 5.2 of the Concession Title of the Concessionaire, this Ministry hereby amends the concession awarded to the Concessionaire on December 2, 1996, in accordance with the following:

FIRST.- The track section on the Morelos line that runs from kilometer M-229+364.75, equivalent to kilometer B-253+668.24, to kilometer M-262+094.30, equivalent to kilometer B-285+861, and which is identified in the plans attached hereto as Appendix "A" is hereby reverted to the Federal Government without any restriction of ownership and free of all encumbrance.

All yards, lateral tracks, short tracks, sidings, and other existing connecting constructions, and those the Concessionaire constructs in accordance with the Concession Title on the section of the Morelos line indicated in the previous paragraph, shall continue under the exclusive use of the Concessionaire under the terms of the Concession Title and this amendment.

The Concessionaire must execute the works described in Appendix "B" hereto, under the terms set forth therein, within a maximum of one year from the date of signing hereunder. The works executed shall become federal public assets and be reverted the Federal Government on completion, to the satisfaction of the Ministry. In the event the works mentioned in section II of Appendix "B" are not completed within the period indicated, the Concessionaire hereby accepts that the track section of 36 meters on line B that runs from Km. B-285+861 to Km. B-285+897.21 described in Appendix "A" hereto will be reverted to the Federal Government, at no cost.

SECOND.- As a result of the reversion referenced in the previous condition, Appendices One, Two, Nine, Ten, and Eleven to the Concession Title are hereby amended under the following terms:

equivalent to B-253+668.24, to kilometer M-262+094,30, equivalent to kilometer B-285+861, and which is identified on the plans attached hereto as Appendix "A", as of the entering into effect of this amendment;

Insofar as the Concessionaire constructs the connection on the Morelos line between Km. M-262 + 020 and Km. A-263 + 970 on the A line concessioned to the concessionaire on the Pacific-North railroad line, the Concessionaire will hold a right of way, free of charge, from Km. JM-262 + 094.30 = B-285 + 861 to Km. B-285 + 897.21 = Km. A-263+921.69.

Also, insofar as the Concessionaire relocates the short tracks identified with number 79, located at Km. B-251 + 416.13 = JM-227 + 312.18 on the B line, concessioned to the concessionaire on the Pacific-North railroad line, the Concessionaire will hold a right of way, free of charge, on the Morelos line from Km. M-227 +501.44 = B-251+607.70 to Km. M-229 + 364.75 = B-253 + 668.24. (N-6)".

"1.9. Right of way on the Morelos line, through the short tracks between M-229+364.75 = B-253+668.24 and JM-262+094.30 = B-285 + 861, in order to connect, have access to and service the industry, to form trains, and to have these trains arrive and leave without any limitation of any nature, in the New Yard at Querétaro, all yards, lateral tracks, sidings, short tracks, and other existing and connecting constructions on said track section, which are concessioned to the Concessionaire, and also to have access to Mariscala and to make use of the right of way contained in point 1.1 in this Appendix Ten. (PN-18)."

In the event the track section consisting of 36 (thirty-six) meters on the B line from Km. B-285 + 861 to Km. B-285 +897.21 is reverted, obligatory rights of way will be established on said track section".

THIRD.- The railroad operation at the crossing referenced in section II of Appendix "B" or,

accordingly, on the section of the B line from Kilometer B-285 +861, equivalent to Kilometer JM-262 + 094. 30, to Kilometer B-285 + 891.21, equivalent to Kilometer A-263 + 921.69, shall corresponding to the dispatch for which the concessionaire on Pacific-North railroad line is responsible. The dispatch must be performed through a system of traffic lights in the order in which the trains arrive at the crossing (the first to arrive is the first to pass). In the event the operation is not performed in an efficient manner, the Ministry will designate a party to be responsible for the dispatch of the trains at the crossing in question, and in the event a third party is designated, the Concessionaire and the concessionaire on the Pacific-North trunk line, will be responsible for all costs, without affecting any sanctions that may be applicable.

FOURTH.- Condition 2.5 of the Concession Title is hereby amended to read as follows:

Within a maximum of 2 (two) years from the date of this title entering into effect, the Concessionaire must execute the works and investments required for the traffic control on the double track to be performed separately on the Querétaro-Huehuetoca and Huehuetoca-Buenavista track sections, so that the Concessionaire may perform the traffic control on the former of the track sections indicated. The latter shall be operated by the Concessionaire on the Valle de México Railroad Terminal. However, both concessionaires may agree that the operation be performed in a different manner, provided there exist no technical or operative impediments for the efficient and safe operation of the Railroad Line and the providing of the service, in which case, the approval of the Ministry must be sought.

The Concessionaire shall be wholly responsible for the conservation and maintenance of the double electrified track from Buenavista to Huehuetoca.

All works executed on the Railroad Line shall immediately become federal public assets, independent of the term of this title and the Concessionaire shall acquire the corresponding rights and obligations on same as so conferred upon the Concessionaire by the provisions contained in points 1.4.1, 1.4.2, and 1.5.

The Concessionaire is obligated to execute the works in adherence of the executive project previously approved by the Ministry. On the conclusion of said works, the specific characteristics, configuration, and dimensions of such works shall be added to Appendix Two".

FIFTH.- Appendix Seven to the Concession Title is hereby amended to eliminate all reference to the obligation to conserve and maintain the overhead lines on the double electrified track on the Huehuetoca-Querétaro track section, the Concessionaire being authorized to compensate the investment plan where this item is contemplated in the current Business Plan.

SIXTH.- The Concessionaire may remove the overhead lines, on the Huehuetoca-Querétaro track section. The power substations, the copper cable, the consoles, and other installations related to the electrification of this track section shall revert to the Federal Government, at no cost, in accordance with the inventory to be prepared by the Ministry and the Concessionaire, jointly.

The assets and parts that may be dismantled and reused to be reverted by reason of the removal of the overhead lines on the Huehuetoca-Querétaro track section, with the exception of those that cannot be physically removed and delivered due to their nature, shall be removed and delivered to the Federal Government at the location, within Mexico, so indicated by the Ministry, at no cost to the Federal Government, within 30 (thirty) days following the signing of this instrument. In the event delivery cannot be completed due to causes imputable to the Federal Government, the obligation of the Concessionaire to maintain the substations shall only remain in effect for said period of 30 (thirty) days, from the date of signing hereunder, and the Federal Government will be responsible for delivery and will also cover any and all administrative and warehousing costs incurred. In the event the substations cannot be delivered due to causes imputable to the Concessionaire, the Concessionaire will be responsible for their maintenance until such time as their delivery is completed.

Any asset that may be dismantled and reused that cannot be delivered to the Federal Government due to any reason imputable to the Concessionaire must be paid according to the appraisal performed by the Institute for the Administration and Appraisal of National Assets.

SEVENTH.- The terms of this amendment to the Concession Title shall enter into effect on February 12, 2001, and shall be integrally included in the Concession Title as of said date. The remaining conditions set forth in the Concession Title awarded to the Concessionaire on December 2, 1996 shall remain in effect and be ratified in their whole.

On signing hereunder, the Concessionaire unconditionally accepts the terms and conditions set forth herein.

Mexico City, Mexico, February 12, two thousand and one.

ILLEGIBLE SIGNATURE

ILLEGIBLE SIGNATURE