PRELIMINARY PROXY
                            M.G. PRODUCTS, INC.
                                     
        THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

    The  undersigned,  a shareholder of M.G. Products,  Inc.  a  California
corporation, hereby appoints Juan Pablo Cabrera and Eric Williams, and each
of  them (to act by a majority of those present)        , the attorneys and
proxies  of  the  undersigned, with power of substitution,  to  attend  the
Annual  Meeting of Shareholders of said Company to be held at 8154  Bracken
Creek, San Antonio, texas 78266-2143 at 10:00 A.M. on June 19, 1997, and at
any  adjournment or adjournments thereof, and to vote the number of  shares
the undersigned would be entitled to vote if personally present.

    This  proxy  will  be  voted as you specify  on  the  reverse.   UNLESS
OTHERWISE MARKED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF SOME OR  ALL
OF  THE  PERSONS  NAMED  IN  THE ACCOMPANYING PROXY  STATEMENT  WHICH  WERE
NOMINATED  BY  THE  BOARD OF DIRECTORS FOR ELECTION AS  DIRECTORS  OF  M.G.
PRODUCTS, INC. AND FOR APPROVAL OF PROPOSAL 2.

    In  the  election of directors said proxies shall have  discretion  and
authority  to  distribute  the votes represented  by  this  proxy  in  such
proportions  as they shall see fit among the nominees named  in  the  Proxy
Statement.   If  any such nominee is unable or unwilling  to  serve  or  is
otherwise unavailable, said proxies shall have discretion and authority  to
vote  in accordance with their judgment for other nominees or to distribute
such votes in such proportions as they shall see fit among all nominees.

    (Continued, and to be marked, dated and signed on the other side.)
                                     
                                     
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                                                           Please mark
                                                           your votes as
                                                           indicated in
                                                           this example.

The Board of Directors favors a vote FOR Proposals 1 and 2 which are
discussed in the accompanying Proxy Statement dated May 12, 1997.
                                                WITHHELD
                                     FOR         FOR ALL
PROPOSAL 1. ELECTION OF DIRECTORS:

      Nominees:  Juan Pablo Cabrera           Martin Goodman
                 Charles Chapman              Juan Carlos Rodriguez
                 Alejandro Cabrera Robles     Alejandro Portilla Garceran

      WITHHELD FOR: (Write that nominee's name in the space provided below)


PROPOSAL 2. TO APPROVE AN AMENDMENT TO THE CORPORATION'S ARTICLES OF 
            INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF
            COMMON STOCK FROM 15,000,000 TO 50,000,000 SHARES.

      FOR          AGAINST           ABSTAIN

PROPOSAL 3. UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING

             PLACE "X" HERE IF YOU PLAN TO ATTEND THE MEETING IN PERSON

Signature(s):
Date          , 1997

NOTE:  Please sign as name appears hereon.  Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.

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