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                                                                    Exhibit 10.4



INVENTORY AND FIXED ASSET SALE CONTRACT [CONTRATO DE COMPRAVENTA DE INVENTARIOS
Y ACTIVOS FIJOS] MADE BY AND BETWEEN CELULOSA AVICOLA DE TEPATITLAN, S.A. DE
C.V., REPRESENTED BY MR. CESAR SALVADOR DE ANDA MOLINA, HEREINAFTER REFERRED TO
AS THE "SELLER," AND ENVASES Y EMPAQUES DE MEXICO, S.A. DE C.V., REPRESENTED BY
MR. IGNACIO RINCON ARREDONDO, HEREINAFTER REFERRED TO AS THE "BUYER," PURSUANT
TO THE FOLLOWING REPRESENTATIONS AND CLAUSES

                        R E P R E S E N T A T I O N S :
I. The Seller hereby represents as follows through its attorney in fact:

A. That it is a corporation duly incorporated pursuant to the laws of Mexico, as
per public deed [escritura publica] N(Degrees) 17,348, dated October 14, 1988,
executed before Mr. Cayetano Casillas Casillas, Notary Public N(Degrees) 3 of
Tepatitlan de Morelos, Jalisco, which has been duly recorded in the Register of
Deeds [Registro Publico de Comercio] of Tepatitlan de Morelos, Jalisco, under
entry N(Degrees) 104, Volume 2 of Book First, of which a certified copy is
hereto attached.

B. That, as established with the copies of the documents to be surrendered to
the Buyer, the Seller is the sole, legitimate and exclusive owner of the
inventories and fixed assets described and listed in Exhibit A hereto (the
"Assets and Inventories") which, signed by the parties, is attached to this
Contract to be a part of the same. Said Assets and Inventories include by way of
illustration and not by way of limitation, the plot of land, machinery and
equipment, components and spare parts used to make corrugated packaging, located
in Tepatitlan de Morelos, Jalisco (the "Plant"), and the inventories of raw
materials, finished good and goods in process.

C. That other than the Assets and Inventories listed in Exhibit B which, signed
by the parties, is a part of this Contract, and which deals with the only
obligations that encumber the Assets and Inventories which are the subject
matter of this transaction, the Assets and Inventories are unencumbered and/or
free from any title limitations (as established with the certificates of non-
encumbrance hereto attached) and that any taxes and duties levied on the
building included in the Assets and Inventories have been paid.

D. That the notices have been made and the consents have been secured which are
necessary in order for the execution of this Contract not to breach any
obligation, contract or agreement made

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or entered into with third parties, or any legal or government provisions
applicable to this Contract, such as but not limited to the preferential rights
or rights of first refusal.

E. That its attorney in fact has the sufficient authority to execute this
Contract, and that said authority has been neither revoked nor otherwise limited
and is now in effect, as established with the certified copy of the public deed
hereto attached.

II. The Buyer hereby represents as follows through its attorney in fact:

A. That it is a corporation duly incorporated pursuant to the laws of Mexico, as
established with public deed N(Degrees) 4,637, dated May 2, 1991, executed
before Mr. Oscar Francisco Zarzosa Ruiz, Notary Public N(Degrees) 18 of the City
of Durango, State of Durango, which has been duly recorded in the Register of
Deeds of Durango, State of Durango, under entry N(Degrees) 10,133, page 131,
volume 29, Section Fourth, Book 3, Second Auxiliary Ledger of Commerce.

That Article First of its Charter and By-Laws was amended on April 1, 1993, in
order to change the corporate name to Envases y Empaques de Mexico, S.A. de
C.V., pursuant to public deed N(Degrees) 7,262, executed before Mr. Oscar
Francisco Zarzosa Ruiz, Notary Public N(Degrees) 18 of the City of Durango,
State of Durango, on April 22, 1993, which has been duly recorded in the
Register of Deeds of the City of Durango, State of Durango, under entry
N(Degrees) 11,044, page 16, volume 33, Book Third, Second Auxiliary Ledger of
Commerce.

B. That it is aware of the Assets and Inventories and accepts its present
condition and value as set out in this Contract, on the understanding, however,
that said agreement is given without prejudice of any rights available to the
Buyer due to hidden defects or dispossession under law [eviccion].

C. That it wishes to buy the Assets and Inventories from the Buyer.

D. That the execution of this Contract violates no obligation, contract or
agreement made by or entered into with third parties or any legal or government
provisions applicable to the Contract, such as but not limited to preferential
rights or rights of first refusal.

E. That its attorney in fact has the sufficient authority to execute this
Contract, and that said authority has been neither revoked nor otherwise limited
and is now in effect, as established with the certified copy of the public deed
hereto attached.

Being in agreement with the above representations, the parties further agree as
follows:
                                C L A U S E S :

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FIRST. CONTRACT PURPOSE.

The Seller hereby sells the Assets and Inventories to the Buyer and the Buyer
acquires such Assets and Inventories for itself, unencumbered or free from any
title limitations, other than the Assets and Inventories listed in Exhibit B.
The Seller shall use any amount received hereunder to repay, to the
corresponding extent, any debts which in any way encumber the Assets and
Inventories, and shall prove to the Buyer such repayment within three business
days following the execution of this Contract. All of the taxes, duties and
assessments levied on the Assets and Inventories have been so far paid. The
Buyer shall pay for such Assets and Inventories the certain price in cash
hereinafter determined.

The Seller must produce proof of the release of the encumbrances or title
limitations currently affecting the Assets and Inventories, within 90 days
following the execution of this Contract.

SECOND. PRICE.

Bearing in mind the future flows, the fact that the Plant is now in operation
and its goodwill, the parties determine that the price of the Assets and
Inventories aggregates US$7,650,000 plus value added tax, where applicable.

The Buyer shall pay the price mentioned in the preceding paragraph to the Seller
as follows:

a.1. For the sale of the Land on which the Plant is located, excluding any
constructions, equipment and facilities in the same, US$2,500,000, on the
execution date of the respective public deed.

a.2. For the sale of the Inventories listed on Section 1 of Exhibit A hereto,
US$1,706,000, on the execution date of this Contract.
a.3. For the sale of the Machinery listed on Section 2 of Exhibit A hereto,
US$3,444,000, on the execution date of this Contract.

All of the amounts set out in this Clause and throughout this Contract shall be
paid in U.S. Dollars or else the equivalent thereof in Mexican currency, at the
iterbank sale exchange rate published on El Financiero on the payment date of
any of the amounts herein listed.

In view of the foregoing, the Seller shall issue and surrender upon receiving
each payment from the Buyer, the corresponding invoices which must meet the
applicable tax requirements.

THIRD. ADJUSTMENT DUE TO SALE VALUES WHICH ARE BELOW THE AGREED

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UPON SALE VALUES.

The inventories of finished goods or goods in process as of the execution date
of this Contract must be duly identified in order for the Buyer to make its best
efforts to sell the same; if by September 30 of this year it has not been
possible to sell such goods for any reason, they must be assigned to the Seller,
at the specific prices defined for each customer in Exhibit A. The value
resulting from such assignment shall be converted into Dollars at the interbank
sale exchange rate in effect as of the execution date of this Contract and
published on El Financiero, for each U.S. Dollar, and the resulting amount shall
be paid to the Buyer as indemnification on or before July 31st, 2001.

The [prices of the] paper, goods in process and finished goods inventories
mentioned in Section 1 of Exhibit A may be adjusted on the basis of the physical
inventory which for this purpose will be made and signed by the parties on
August 1st, 2000, to establish their agreement therewith. The adjustment amount
shall be paid by the Buyer or the Seller, as proper, on or before July 31st,
2001.

FOURTH. ENCUMBRANCES OF THE GOODS WHICH ARE THE SUBJECT MATTER OF THE
TRANSACTION.

In the event that any of the Assets and Inventories are subject to any lien or
encumbrance or in the event that title to the same is limited or otherwise
forfeited (the "Limitation"), due to tax, labor, ecological or other liability,
which originate prior to the execution of this Contract, the Seller shall hold
the Buyer free and safe from and if proper indemnify the Buyer from such
liability, within five business days following the date of such liability, by
(1) the immediate replacement of the involved goods, with others having the same
features, quality and efficiency as the replaced goods, including any
replacement expenses, and put them in the same production and efficiency
conditions that they had prior to such encumbrance, or (2) reimbursing the
corresponding amount paid for such assets or inventories, at the value that both
parties determine in Exhibit A, plus 35%; this shall not apply if the Seller
decides to repay the debt, credit or liability that gave rise to the Limitation
or if it decides in good faith to defend the action that gave rise to the
Limitation, in which case the indemnification shall be paid within five business
days following the date on which confirmation has been issued that said defense
has failed and the Limitation is ratified as final. In order for the Seller to
file such defense, the Buyer shall forthwith report to it any matter that brings
or may bring about a Limitation.

If such payment, replacement or reimbursement is not made, whether because such
defense is not filed or the Limitation is confirmed after such defense, the
Seller shall pay to the Buyer, as liquidated damages, the value of the property
which is the subject

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matter of the Limitation, plus 50% of such value.

FIFTH. OPTION TO BUY THE ADJOINED PLOT OF LAND.

In addition, the Seller grants the Buyer the exclusive option to buy, within
three years following the execution date of this Contract, additional land for
expansion purposes as described in Exhibit C and located on the back of the
property which is hereby transferred, so that the surface area of the land
included in the Assets and Inventories which are the subject matter of this
Contract and the additional surface area jointly aggregate up to 55,000m2. Said
Seller's obligation, whose fulfillment the Buyer may demand at any time upon a
written notice served 120 days prior to the proposed sale date, will be subject
to payment of US$35 per square meter and on the understanding that the aforesaid
land portion for expansion purposes is unencumbered or free from any title
limitations and that the taxes and duties levied on said portion of land have
been paid. In order to comply with its obligations under the sale option to
which this Clause refers and in order to prevent the possibility that any third
party may acquire the land mentioned in Exhibit C, the Seller shall immediately
take all of the necessary steps, such as but not limited to securing the
transfers to the Seller or the necessary consents or authorizations from the
present owner and that said action be proven to the Buyer as soon as possible.

SIXTH. PREFERENTIAL RIGHT.

The Seller hereby grants the Buyer a preferential right to buy the Seller's
shrink packaging division located also in Tepatitlan de Morelos, Jalisco,
subject to the following conditions:

a) In the event that the Seller wishes to sell its shrink packaging division to
third parties, such as but not limited to by means of the transfer of assets and
other property of said division or by selling in whole or in part the shares of
any class of Celulosa Avicola de Tepatitlan, S.A. de C.V. (other than the stock
transfers among the present stockholders of the Seller or its companies, to the
extent that the Seller's present stockholders remain as majority stockholders of
said companies, and the stockholders retain the corporate control, as stated in
Exhibit D), the Seller must serve upon the Buyer a written notice at least 15
days in advance and at the conventional address hereinafter set forth, that it
wishes to sell such division, and indicating how, for what price, in what terms
and conditions and other formalities of the transaction;

b) The Buyer shall have 10 calendar days following the date on which it receives
the notice mentioned in the preceding paragraph, to advise the Seller in writing
whether or not it wishes to exercise the preferential right hereby granted to
it;

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c) In the event that the Buyer reports that it wishes to exercise said
preferential right, its confirmation must set out the terms of its purchase
offer, which the Seller shall analyze; if the Buyer's purchase offer matches the
terms of any third party purchase offer, the agreements or contracts that the
parties may deem advisable will be executed in order to effect the transfer as
soon as possible.

d) In the event that the Buyer reports, within the aforesaid deadline, that it
will not exercise the preferential right hereby conferred upon it or else if the
terms of its offer do not match the terms of the third party offer, the Seller
may transfer the asserts, property or stock involved, on the understanding that
any change in the way, price, terms, conditions or formalities of the shrink
packaging division transfer will bind the Seller to once again advise the Seller
in writing, in order to comply with the provisions of this Clause.

e) Any sale of the Seller's shrink packaging division which contravenes the
above provisions shall bind the Seller to pay to the Buyer any damages caused by
said contravention and which the parties hereby set at 5% of the contemplated
transaction, on the understanding that it shall not be less than US$500,000,
which shall be the amount of the liquidated damages for all pertinent purposes.

SEVENTH. TAXES AND EXPENSES.

Each party shall bear its own taxes, duties, expenses, fees and any other
disbursement due to the execution of this Contract, such as but not limited to
brokers', attorneys', accountants' and generally any external advisor's fees and
expenses. The expenses or costs resulting from the separation, division or
adaptation of the corrugated packaging and shrink packaging facilities and which
are described in Exhibit E, for up to US100,000, are expressly excluded from the
foregoing, and must be paid by the Buyer, on the understanding that it must have
the Seller's approval in writing of the budget to carry out such separation,
division or adaptation works. Any amount in excess of said amount will be
negotiated in good faith by both parties and said separation, division or
adaptation work must not cause any delay in or detriment to the goods,
manufacturing methods or provision of services by the corrugated packaging
division, whose Assets and Inventories are the subject matter of this Contract.

The parties further agree to mutually provide the services listed in Exhibit F,
pursuant to the next paragraph, which will be paid by the party receiving the
services, at cost, without any profit for the party providing the services, on
the understanding that the expenses for installing metering and similar systems
will be included in the amount to which the preceding paragraph refers.

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The representatives appointed [by the parties] will define (i) how the shared
services to which Exhibit F refers will be provided; (ii) whether some
corrugated packaging division employee will provide services in the shrink
packaging division; the commercial and support plans between the parties in
order not to affect the customers or the corrugated packaging and/or shrink
packaging division; (iv) immediate programs to substitute the Seller for the
Buyer in any contracts with customers and suppliers; (v) steps to handle
relations with the union and employees, and to report the events [which are the
subject matter of this Contract] to the personnel; and (vi) generally, such
actions as may be advisable or necessary for the parties in order for the new
management to take over in the best possible way.

EIGHTH. EMPLOYER SUBSTITUTION

In executing this Contract, the Buyer accepts to become the substitute employer
of all the workers and employees that provide services up to the execution date
of this Contract to the Seller in the corrugated packaging division (other than
the persons that the parties agree will provide services to the shrink packaging
division) and which are identified in the payroll which, signed by the parties,
is attached to this Contract as Exhibit G to be a part of the same. The Seller
shall hold the Buyer free and safe from any contingency arising from labor
relations and events that occur prior to the execution date of this Contract
(other than any contingency resulting from the seniority rights of workers and
employees that will be the Buyer's workers and employees when the Buyer becomes
the substitute employer from the execution date of this Contract onward), as to
any related authority such as but not limited to the Ministry of Finance and
Public Credit [Secretaria de Hacienda y Credito Publico], the Tax Administration
System [Sistema de Administracion Tributaria] ("SAT"), the Mexican Institute of
Social Security [Instituto Mexicano del Seguro Social] ("IMSS"), the Retirement
Saving System [Sistema de Ahorro para el Retiro] ("SAR"), and the Institute of
the National Workers' Housing Fund [Instituto del Fondo Nacional de la Vivienda
para los Trabajadores] ("INFONAVIT") or as to any worker or employee.

In the event that any worker, employee or authority files any claim against the
Buyer for anything that took place before the date of this Contract (with the
exceptions listed in the above paragraph), the Buyer shall forthwith serve a
written notice on the Seller so that the Seller, if it so wishes, file such
legal defense as it may deem proper, provided that no lien or charge is created
on or threatened against any of the Buyer's properties, as in this case such
defense will be filed only if the Seller releases the Buyer's properties before
filing such defense or guarantees to the Buyer's satisfaction, payment for any
damages or losses resulting from said claim.

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In the event that the Buyer pays anything due to such claim, such payments will
be reimbursed by the Seller, but the Buyer may but shall not be under the
obligation to make such payments to the workers, employees or authorities and,
therefore, any consequence of any non-payment shall be the Seller's exclusive
liability.

The parties agree that the Buyer recognizes the seniority, fringe benefits and
other current employment conditions of the workers listed in Exhibit G and, for
this purpose, will issue letters of recognition [cartas de reconocimiento] to
each of said workers and, if proper, will enter into individual employment
contracts [with such workers] including at least the same employment conditions;
the Buyer shall issue such letters or documents within 15 days following the
execution date of this Contract.

In addition, the parties undertake, throughout a 6-month term following the
execution date of this Contract, not to hire any worker of the other party.
NINTH. ADDITIONAL OBLIGATIONS OF THE PARTIES.
This Contract, in addition, is subject to fulfillment of the following
conditions:

a) That as of the date of this Contract the Seller have current all of the
permits, licenses or authorizations that may be necessary to operate the
corrugated packaging Plant whose Assets and Inventories are the subject matter
of this transaction;

b) That the Seller make it best efforts to support the Buyer in the assignment
or securing of the permits, licenses or authorizations for the corrugated
packaging division and the deeding [escrituracion] of the land on which the
Plant is located, which must take place on the execution date of this Contract;

c) That from the date of this Contract onward, the Seller, its stockholders and
the [stockholders'] relatives to the fourth degree abstain from engaging, either
directly or indirectly, in the corrugated packaging business, for at least four
years in the States of Jalisco and Michoacan, and for at least three years in
the States of Sinaloa, Nayarit, Colima, Guanajuato and Aguascalientes, unless
the Buyer asks the Seller in writing to participate in the sale and/or
collection of said goods, in order not to affect the Seller's former customers.
In these cases, the Seller shall make its best efforts to support the Buyer.

d) That the Seller and the Buyer enter into an agreement on this same date to
set up a technical and commercial alliance that guarantees the supply of
corrugated packaging for at least the next five years.

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e) That the Seller supply to the Plant whose Assets and Inventories the Buyer
hereby acquires, upon the corresponding payment, at cost per cubic meter charged
by the National Water Administration [Comision Nacional del Agua], or any other
public agency that replaces such Administration, plus the pumping cost, at least
4,500m3 of water per month, from the execution date of this Contract onward. The
Seller's obligation shall be complied with provided that (i) it is possible to
supply the aforesaid water volume based on the water volumes received from the
public agency charged with supplying water, and that any reduction in such
volumes is not the result of the Seller's default or delay in paying the
corresponding fees or duties; the supply of such water volume must not cause the
Seller not to have, due to causes not imputable to it, not to have water for the
regular and day-to-day operation of its facilities; (iii) no failures or
breakdowns occur which are attributable to the Buyer or third parties and which
prevent the proper supply of water as aforesaid; and (iv) no act of God or force
majeure prevents such supply.

Any default of the above conditions will entitle the non-defaulting party to sue
for strict fulfillment before the competent courts, unless the defaulted
condition prevents or substantially affects the transfer of the property to
which this Contract refers or substantially prevents utilizing or turning to
account such property, in which case the non-defaulting party may demand the
rescission of this Contract and the refund of any amounts mutually paid. In any
other event that the parties default any condition, the defaulting party shall
pay to the non-defaulting party any damages caused by the default, plus any
expenses, costs, taxes, duties or fees paid to comply with the involved
condition.

TENTH. NOTICES.

The parties declare that they have the following addresses for service of
process purposes hereunder:

Seller:

Parque Industrial Los Altos S/N

Oficinas Corporativas de Celatep

Tepatitlan de Morelos, Jalisco

Attention: Cesar de Anda Molina

Ignacio Castillo Arreola

Buyer:

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Avenida Lazaro Cardenas 2400

Edificio Losoles 6(Degrees) Piso

Colonia del Valle

66220 Garza Garcia, Nuevo Leon

Attention: Ignacio Rincon A.
With a copy to:

Gabriel Villegas S.

Poniente 140 N(Degrees) 840
Colonia Industrial Vallejo

02300 Mexico, D.F.

Any notices that the parties must give each other in connection with this
Contract shall be made in writing and sent via registered mail return receipt
requested or via any other means in writing that guarantees that the addressee
will receive such notices at any of its addresses. The parties must serve
written notice of any change of address, and therefore all of the notices and
any other communication made pursuant to this Contract shall be regarded validly
made at the latest registered address.

ELEVENTH. AMENDMENTS
Any amendment that the parties wish to make to this Contract must be made in
writing signed by the parties.

If any amendment is made to this Contract as provided in the preceding
paragraph, such amendment will only affect the issue that such amendment
expressly addresses and therefore the terms and conditions of the other Clauses
of this Contract shall remain in full force and effect.

TWELFTH. ENTIRE AGREEMENT.

This Contract represents the entire agreement between the parties as to its
subject matter, wherefore the parties expressly declare that any other agreement
made prior to the execution of this Contract, whether oral or in writing, tacit
or express, which directly or indirectly relates to the subject of this
Contract, is hereby terminated as to anything that contravenes this Contract.

THIRTEENTH. APPLICABLE LAW.

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The parties agree to submit to the applicable laws of the Federal District for
the construction and fulfillment of this Contract.

FOURTEENTH. JURISDICTION AND COMPETENCY.

In the event of any dispute between the parties in connection with this Contract
or its construction, the parties hereby submit to the jurisdiction and
competency of the laws and competent courts of the City of Mexico, Federal
District, and expressly waive the venue of any other court to which they may be
subject by virtue of their present or future domiciles or otherwise.

Having read this Contract and having declared that they are aware of this
Contract's legal purposes and effect, the parties sign the same on this 31st day
of July 2000, in the City of Guadalajara, Jalisco.

The Seller  The Buyer

By: (An illegible signature)  By: (An illegible signature)

Cesar Salvador de Anda Molina  Ignacio Rincon Arredondo

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