EXHIBIT 4.9


                              FACTORING AGREEMENT
                FOR THE PURCHASE AND SALE OF ACCOUNTS RECEIVABLE

          This Factoring Agreement for the Purchase and Sale of Accounts
Receivable ("Agreement") is made as of this 4th day of August, 2000, between:

(1)  VITRO ENVASES NORTEAMERICA, S.A. DE C.V., a corporation organized under
     the laws of Mexico and having an address at Magallanes 517 Ote. Col;
     Trevino, Monterey, N.L C.P. 64570.

(2)  VIDRIERA MONTERREY, S.A. DE C.V., a corporation organized under the laws
     of Mexico and having an address at Magallanes 517 Ote. Col. Trevino,
     Monterrey. N.L. C.P. 64570;

(3)  VlDRIERA MEXICO, S.A. DE C.V., a corporation organized under the laws of
     Mexico and having an address at Lago Zurich 243, Col. Anahuac, Mexico
     D.F., C.P. 11320;

(4)  VIDRIERA LOS REYES, S.A DE C.V., a corporation organized under the laws
     of Mexico and having an address at Ave. Presidente Juarez 2039, Los
     Reyes, Tlalnepantla Estado de Mexico. C.P. 54090;

(5)  VIDRIERA GUADALAJARA, S.A. DE C.V., a corporation organized under the
     laws of Mexico and having an address at Libra 225, Fracc. Juan Manuel
     Vallarta, Zapopan Jalisco, C.P. 45120;

(6)  VIDRIERA QUERETARO, S.A. DE C.V., a corporation organized under the laws
     of Mexico and having an address at Coahuila 5 Col. Obrera, Queretaro,
     Queretaro, C.P. 76130;

(7)  VIDRIERA TOLUCA, S.A. DE C.V., a corporation organized under the laws of
     Mexico and having an address at Carretera Mexico - Toluca Km. 57.5, Toluca
     Estado de Mexico, C.P. 50200;

(8)  VIDRIERA MEXICALI, S.A. DE C.V., a corporation organized under the laws
     of Mexico and having an address at Carretera San Luis Rio Colorado Km.
     11.5 No. 1662, Mexicali Baja California, C.P. 21600; and

(9)  COMPANIA MEXICANA DE ENVASES, S.A. DE C. V., Magallanes 517 Ote. Col.
     Trevino. Monterrey, N.L., C.P. 64570.


          Each of the above nine VITRO companies are herein referred to
individually as a "Company' and collectively as "the Companies".

          TRANSAMERRICA COMMERCIAL FINANCE CORPORATION, a corporation existing
under the laws of Delaware, United States of America, with its principal
offices at 5595 Trillium Boulevard, Hoffman Estates, IL. 60192 ("TCFC"); and

                                    RECITALS

     (A) The Companies and TCFC desire to enter into a Factoring Agreement;

     (B) Simultaneously with the execution of this Agreement, the Companies and
TDF de Mexico S.R.L. de C.V. ("TDFM"), an affiliate of TCFC, are entering
into a Service Agreement ("Servicing Agreement") regarding, among other
things, the servicing and collection of the Reccivables purchased and sold
under this Agreement;

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
the parties agree as follows:

1.     Factoring through the sale and purchase of accounts receivable.


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1.1    Factoring by TCFC: The Companies shall offer for sale to TCFC and TCFC
       shall purchase subject to the terms, conditions and covenants contained
       in this Agreement, Companies' accounts receivable ("Receivable(s)")
       generated by the sale of the Companies' inventory and products to the
       Companies' customers or affiliates of the Companies who are located in
       Mexico, and who have been approved by TCFC, ("Customer(s)"). The
       aggregate amount of Receivables purchased by TCFC and outstanding at
       any point in time (whether or not TCFC has assumed the Credit Risk for
       such Receivables purchased by TCFC) shall not exceed (except in TCFC's
       sole discretion) US Seventy Five Million Dollars (US $75,000,000.00),
       (the "Funding Limit"). Purchases of Receivables by TCFC shall normally
       be on a non-notification basis to Customers, however, TCFC reserves the
       right to at any time notify Customers of such Receivable purchases. For
       purposes hereof the term "Dollars" means dollars currency of the United
       States of America.

       1.1.1  TCFC shall from time to time pursuant to Section 4 herein
              establish TCFC Credit Lines for Customers of the Companies.
              Credit Risk assumed by TCFC with respect to Receivables of a
              Customer generated under a TCFC Credit Line as in effect from
              time to time shall apply to such Receivables in the order that
              they arise. Receivables which originate by the Companies render
              a TCFC Credit Line for a Customer, as set forth herein, shall be
              deemed purchased by TCFC on a nonrecourse basis, additional
              Receivables which are in excess of the TCFC Credit Line or which
              originate by a Company under a separate Vitro Credit Line
              (defined herein) or a Vitro Credit Line which is in addition to
              a TCFC Credit Line established for a Customer, as set forth
              herein, shall be deemed purchased by TCFC on a full recourse
              basis and the parties hereby agree that should the recourse
              rights of TCFC against a Company under this Agreement at any time
              be analyzed by a court of law applying Mexican law, then such
              recourse rights shall be deemed to arise from a "garantia de
              cobro" which shall be deemed to have been hereby, agreed to as
              permitted by Article 391 of the Commercial Code of the United
              Mexican States. However, the parties may otherwise agree to
              share Credit Risk with respect to Receivables as they may agree
              from time to time. TCFC shall also set a separate funding limit
              per Customer which shall be equal to the applicable then current
              TCFC Credit Line or and/or the Vitro Credit Line established for
              such Customer pursuant to this Agreement subject however to the
              overall aggregate funding limit set forth above.

              The Companies shall periodically provide a Receivable List to
              TCFC for Receivables being offered for sale to TCFC pursuant to
              Section 5.1 below. TCFCs selection and approval shall be
              evidenced by TCFC signing an acknowledgment of receipt of such
              Approval Listing (defined below). The term "Approval Listing"
              shall mean that form, as set forth herein as Schedule 1, which
              form shall contain, without limitation, an identification of
              each Receivable to be purchased and a statement of transfer,
              which Schedule shall be signed by TCFC and a Company. Without
              affecting the validity or effect of any purchase of
              Receivables, TCFC may require that a Company have its signature
              on any Approval Listing: ratified before a corredor or notario
              publico for the purpose of achieving public faith as to the
              date on which the Approval Listing in question was executed by
              such Company. The term "Approval Listing Date" shall mean, with
              respect to any Approval Listing the date on which TCFC reserves
              such Approval Listing. TCFC shall be deemed to purchase all
              Receivables contained on any such Approval Listing once TCFC
              signs and aknowledges its acceptance of such Approval Listing
              unless TCFC specifically rejects a Receivable for purchase as
              set forth in this paragraph. The date that TCFC signs and
              accepts any such Approval Listing should be the "Purchase Date"
              with respect to the Receivables listed on such Approval
              Listing. TCFC shall accept or reject (without prejudice to
              TCFC's rescission rights hereafter set forth) an Approval
              Listing within two (2) Business Days following receipt of such
              Approval Listing TCFC may only reject or refuse to purchase any
              Receivable listed on any such Approval Listing if it
              determines, at such time, that any such Receivable does not
              meet TCFC's criteria for purchase as described in Section 1.1.3
              below. it shall be understood however, that TCFC shall have the
              right to rescind the purchase of any purchased Receivable,
              within 10 Business Days following the corresponding Purchase
              Date, if and only if TCFC determines that any such purchased
              Receivable did not meet at the Purchase Date,

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              or ceases to meet at any time prior to the expiration of said 10
              Business Day period, the above referred criteria for purchase.
              Such Receivables Lists, Approval Listings and acknowledgments
              of acceptance may be provided or exchanged between the parties in
              electronic format or on an electronic basis as they may agree
              from time to time.

       1.1.2  Together with the sale of a Receivable to TCFC a Company shall
              be deemed to assign all of such Company's interest in the goods
              represented by such Receivable and in all goods, that may be
              returned by Customers and in all of such Company's rights as an
              unpaid vendor.

       1.1.3  Criteria for Purchase or Recission of Purchase: In accordance
              with Section 1.1.1, TCFC may only refuse to purchase Receivables
              or rescind the purchase of Receivables that do not comply with
              the following requirements, as of the Purchase Date or at any
              time during the following 10 Business Days, respectively, as the
              case may be:

              (a)    Are approved by TCFC pursuant to Section 1.1.1; and

              (b)    Are owned by a Company, free and clear of all Liens,
                     encumbrances or claims of any kind; and

              (c)    Derive from TCFC Credit Lines or Vitro Credit lines, and
                     were originated pursuant to the Procedures; and

              (d)    Are valid obligations of Customer, are accurate in all
                     material respects; and

              (e)    The product with respect to such Receivable has been
                     shipped by the respective Company and accepted by the
                     Customer except for the events in which a
                     "Prestamo-Bodega-Cliente" condition or arrangement was
                     made with a Customer provided the respective Company
                     shall have communicated such condition or arrangement in
                     writing to TCFC on or prior to the Approval Listing Date
                     and TCFC shall have granted its consent thereto (such
                     consent not to be unreasonably withheld, in which event
                     the shipping requirement set forth in this paragraph
                     shall not apply, and no known Commercial Dispute or right
                     of setoff exists; and

              (f)    Are not delinquent more than 30 days past their
                     respective due date; and

              (g)    Do not contain payment terms longer than 180 days, unless
                     TCFC agrees otherwise.

       1.l.4  Notwithstanding anything in this Agreement to the contrary, TCFC
              shall not be obligated to purchase new Receivables from the
              Companies if Vitro Envases Norteamerica. S.A. de C.V. and its
              Consolidated Subsidiaries' Total Debt Service Ratio (measured on
              a consolidated basis) is less than 0.9 to 1.0, which Total Debt
              Service Ratio shall be measured and determined on a fiscal
              quarterly basis unless TCFC agrees otherwise. Such Total Debt
              Service Ratio shall be calculated at the end of each fiscal
              quarter of the Companies. If at the end of any such fiscal
              quarter the Companies are determined not to be in Compliance
              with the above Total Debt Service Ratio (as determined based
              upon the consolidated financial statements of Vitro Envases
              Norteamerica, S.A. de C.V. and its Consolidated Subsidiaries)
              then TCFC may at its option cease purchasing any new Receivables
              from the Companies during the next immediately following fiscal
              quarter period, and any subsequent fiscal quarter period, until
              such time as the Companies are again in compliance with such
              Total Debt Service Ratio as determined at the end of a fiscal
              quarter of the Companies (as determined based upon the
              consolidated financial statements of Vitro Envases Norteamerica,
              S. A. de C. V. and its Consolidated Subsidiaries). Vitro Envases
              Norteamerica S.A de C.V. will provide to TCFC a statement of its
              compliance with the above Total Debt Service Ratio requirement
              on a

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              quarterly basis.

              "Total Debt Service" means, for any period (which for purposes
              of this Section shall be not less than a fiscal quarter of the
              Companies, except at TCFC's sole discretion) with respect to
              Vitro Envases Nortearnerica, S.A. de C.V. and its Consolidated
              Subsidiaries, the aggregate amount of all payments of principal
              and interest falling due during such period on all interest-
              bearing obligations of Vitro Envases Norteamerica, S.A. de C.V.
              and its Consolidated Subsidiaries, on a consolidated basis.

              "Total Debt Service Ratio" means for any period (which for
              purposes of this Section shall be not less than a fiscal quarter
              of the Companies, except at TCFC's sole discretion) the ratio of
              (i) Cash Flow Available for Debt Service of Vitro Envases
              Norteamerica, S.A. de C.V. and its Consolidated Subsidiaries
              for such period to (ii) Total Debt Service of Vitro Envases
              Norteamerica, SA de C.V. and its Consolidated Subsidiaries for
              such period.

              "Cash Flow Available for Debt Service", means, for any period
              (which for purposes of this Section shall be not less than a
              fiscal quarter of the Companies, except at TCFC's sole
              discretion) for Vitro Envases Norteamerica, S.A. de C. V. and its
              Consolidated Subsidiaries. the sum of earnings before interest
              and taxes of Vitro Envases Norteamerica, S.A. de C.V. and its
              Consolidated Subsidiaries for such period plus depreciation and
              amortization, plus or minus, as the case may be (to the extent
              deducted or added, as the case may be, in determining such
              earnings), other non-cash item far such period.

2.     Procedures. The Receivables of the Companies shall be generated and
       maintained in accordance with the credit management policies of TCFC
       attached hereto as Exhibit A (hereinafter referred to as the
       "Procedures"). The Procedures may be amended from time to time by TCFC in
       its discretion provided that TCFC shall give the Companies at 1east 15
       days prior written notice before any changes in the Procedure are
       implemented.


3.     Credit Risk and Credit Risk Receivables.

       3.1    The term Credit Risk shall mean the risk of nonpayment by a
              Customer-obligor under a Receivable:

              (a)    who is financially usable or unwilling without Commercial
                     Dispute, to pay at maturity any invoice rendered to it,
                     or

              (b)    by or against whom a petition for relief is filed in
                     bankruptcy or a suspension of payments is requested or
                     occurs with respect to such Customer; or

              (c)    who calls a general meeting of creditors to compromise,
                     compose, or adjust its debts; or

              (d)    by or against whom a proceeding is instituted for debtor
                     relief under any insolvency law or

              (e)    who makes a general assignment for the benefit of
                     creditors.

4.     Credit Approval Process. Purchased Receivables which were originated
       under a TCFC Credit Line: (as defined below) shall be called "Credit
       Risk Receivables". TCFC shall only accept Credit Risk for Receivables
       according to the following:

       4.1    TDFM shall perform a credit assessment process on behalf of the
              Companies for each Vitro Customer

       4.2    In order for TDFM to properly perform the credit assessment
              process, the Companies agree that all Customers will be
              submitted to TDFM for credit assessment.

       4.3    Following the credit assessment process, TDFM will within two (2)
              Business Days notify the Companies and TCFC of its
              recommendation of the proposed maximum credit line that TDFM

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              recommends for each Customer. The amount TCFC accepts as its
              TCFC Credit Line for each such Customer shall be the ("TCFC
              Credit Line"). TCFC will notify the Companies and TDFM of the
              TCFC Credit Line that TCFC is willing to take under this
              Agreement;

       4.4.   The Companies may either accept the TCFC Credit Line or propose
              a higher credit line. If a Company proposes a higher credit
              line, a meeting of a joint credit advisory committee ("Credit
              Committee") composed of two TDFM representatives and two of the
              Companies' representatives will meet to discuss the proposal. If
              after discussion, the Companies continues to prefer a credit
              line higher than the TCFC Credit Line then the credit line to
              such Customer will be set at the Companies' proposed level (the
              "Vitro Credit Line");

       4.5    If the Vitro Credit Line, rather than the TCFC Credit Line, is
              established for a Customer, TCFC may determine, in its sole
              discretion, to reduce, modify or eliminate the TCFC Credit Line
              for such Customer and TCFC will so notify the Companies and
              TDFM:

       4.6    If a Vitro Credit Line has been established, the Vitro Credit
              Line will be used to determine whether or not an Order from a
              Customer for the purchase of products should be approved subject
              to Subsections 4.7 and 4.8. If no Vitro Credit Line has been
              established, the TCFC Credit Line will be used to determine
              whether or not an order from a Customer for the purchase of
              products should be approved subject to Subsections 4.7 and 4.8;


       4.7    TDFM will repeat the credit assessment process for all Customers
              with previously established credit limits;

              (i)    At approximately yearly intervals or less frequently as
                     TDFM in its sole discretion deems appropriate or TCFC
                     requests; and/or

              (ii)   At any time a Company requests modification of either the
                     TCFC Credit Line or Vitro Credit Line; and/or

              (iii)  At any time TDFM or TCFC at its sole discretion,
                     determines in accordance with the Procedures that the
                     credit status of the corresponding Customer has changed
                     in any way.

       4.8    If the repetition of the credit assessment process results in a
              new TCFC Credit Line being established by TCFC for any Customer
              of the Companies, TCFC will promptly notify Company and TDFM of
              such determination and the processes described in Subsections
              4.3 and 4.6 above shall reoccur at that time including (if
              necessary) the processes described in Subsections 4.2. 4.4 and
              4.5 above.

       4.9    The Companies agree that:

              (i)    All orders for the purchase of product from the
                     Companies' Customers ("Orders") will be submitted to TDFM
                     by the respective Company and released by TDFM prior to
                     shipment (based upon the established credit limits set
                     forth in Sections 4.3 or 4.4; and

              (ii)   If any Order is not submitted to TDFM for review and
                     release by TDFM in accordance with the TCFC Credit Line
                     prior to shipment, then any existing Credit Risk assumed
                     by TCFC under the terms of this Agreement on the account
                     of the Customer submitting such Order may cease at TCFC's
                     sole discretion, and TCFC shall thereafter have full
                     recourse to the Companies for Receivables on account of
                     such Customer upon shipment by a Company of the Order and
                     receipt of written notice from TCFC to that effect.

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       4.10   Notwithstanding anything herein to the contrary, in the event
              that a Customer does not pay a Receivable when such Receivable
              is due and payable for whatever reason (as such due date may be
              extended by the mutual agreement of the parties hereto),
              including Commercial Dispute, or if a Customer has failed to
              provide TCFC with financial information requested by TCFC, or a
              Customer in any other manner no longer complies with TCFC's
              credit standards, then TCFC may in its discretion, notify the
              Companies in writing that TCFC will no longer assume any Credit
              Risk from such Customer with respect to any future Receivables
              purchased by TCFC which are due from such Customer.

5.     Transmission of Receivables Inforntation and Purchase Procedure:

       5.1    The Companies shall, at agreed intervals, deliver to TCFC a list
              (the "Receivables List") of Rcaivables being offered for sale to
              TCFC (which may be in the form of a facsimile transmission.
              Printed computer listing or an electronic computer file)
              identifying in a form acceptable to TCFC:

              (a)    The amount of each Receivable in Pesos and/or in Dollars
                     using the Conversion Factor (defined above);

              (b)    The original selling terms on which the Receivables are
                     owed including the maturity periods.

              (c)    The Customer by whom they are payable; and

              (d)    Other information as may be reasonably required by TCFC.

              The Companies shall also deliver to TCFC, upon request, at
              agreed intervals, a copy of the respective Company's credit file
              and such other relevant information as is reasonably requested,
              from time to time, by TCFC.

       5.2    TCFC shall have the right to inspect and request copies of the
              Companies' records relating to such Receivables and any
              associated guarantees, invoices, delivery notes, original credit
              files or other documents or information at the Companies'
              offices during normal business hours of the Companies upon 2 days
              prior written notice from TCFC.

       5.3    All records maintained by the Companies relating to the
              Receivables shall be clearly identifiable for audit purposes
              and may be inspected at any time by TCFC upon 2 days prior
              written notice from TCFC at the Companies' offices during normal
              business hours of the Companies.

       5.4    Confidentiality. During the term of this Agreement, and any
              renewal thereof, TCFC and the Companies each agree that all
              information communicated to it by the other will be held in strict
              confidence and will be used only for purposes of this Agreement,
              and that no such information will be disclosed by the recipient
              party, its agents, or employees without the prior consent of the
              other party except to Affiliates, legal representatives or
              auditors of TCFC or the Companies, provided however, that
              notwithstanding anything to the contrary herein, neither the
              Companies nor TCFC shall have any obligation to preserve the
              confidentiality of the other party's information which: (i) was
              previously known to such party free of any obligation to keep it
              confidential; (ii) is or becomes publicly available, other that
              through disclosure known to the receiving party to have been
              unauthorized; or (iii) is independently developed by such party,
              without violating any of its obligations under this Agreement.

6      Servicing:

       6.1    The Companies by themselves, or through TDFM pursuant to the
              Service Agreement, shall collect, receive, process, and remit
              proceeds from the collection of Receivables to TCFC in
              accordance with the Procedures. In the event that TCFC assigns
              this Agreement, such assignee may serve due notice on the
              Customers of the assignment of the Receivables and thus instruct
              the Companies to also act in such assignee's name vis-a-vis such
              Customers.


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       6.2    The Servicing obligations of the Companies to TCFC shall
              include:

              (a)    The Companies shall, in the Companies' name, but on
                     behalf and for the account of TCFC, collect and, when
                     necessary for such purpose, legally enforce any of TCFC's
                     claims against Customers with respect to Receivables of
                     such Customers sold to TCFC without recourse to the
                     Companies, except as set forth in this Agreement.

              (b)    Remit to TCFC (as provided in Section 8.4) an amount
                     equal to the amount received from the Customers without
                     deduction.

              (c)    The Companies shall take all such action or undertake all
                     legal or other proceedings to enforce payment as TCFC may
                     reasonably require with respect to Receivables for which
                     TCFC has any Credit Risk.

              (d)    The Companies shall pay all costs associated with its
                     servicing activities with respect to Receivables
                     including, for example, external service providers and
                     attorneys' fees incurred in the collection process. TCFC
                     shall reimburse the Companies for legal expenses incurred
                     with respect to collection of Reaivables for which TCFC
                     has the Credit Risk.

              (e)    Advise TCFC of the uncollectibility of any Reccrvable(s)
                     and to account for such Receivable(s) according to the
                     Procedures.

              (f)    Apply any payment received by the Companies from a
                     Customer whose account is the subject of enforcement of
                     collection first in satisfaction of the total amount owed
                     on the oldest outstanding invoice from the Companies to
                     the Customer which are the subject of Receivables sold to
                     TCFC, provided however, that notwithstanding the
                     foregoing provision, proceeds from Receivables that were
                     purchased by TCFC without recourse to the Companies shall
                     only be applied to the payment of such non-recourse
                     Receivables and that proceeds of Receivables that were
                     purchased by TCFC with recourse to the Companies (or for
                     which the Companies later become liable on a full
                     recourse basis) shall only be applied to the payment of
                     such recourse Receivables except to the extent that the
                     parties may otherwise agree to apply and account for the
                     application of the proceeds of Receivables.

              (g)    Deliver to TCFC monthly, a complete accounting of all
                     remittances on Receivables (which may be in the form of a
                     printed computer listing) as set forth in the Procedures.

              (h)    If so requested by TCFC, the Companies, shall initiate
                     and conduct on behalf of TCFC as owner of the
                     Receivables, any and all proceedings which TCFC
                     reasonably deems appropriate for the collection of
                     Receivables, and the Companies shall likewise execute
                     such acknowledgments of assignment, affidavits as to the
                     existence of Receivables and underlying transactions and
                     appear as witness for the benefit of TCFC, as may be
                     deemed appropriate by TCFC in any such proceedings. If
                     the Companies refuse to join or cooperate in the
                     proceedings as provided above or act as reasonably
                     requested by TCFC or, if it were necessary for any reason
                     that the Companies brought collection action in their own
                     name and they shall refuse to do so, then TCFC in its
                     discretion may notify the Companies that TCFC has decided
                     to cease having any Credit Risk with respect to such
                     Receivable and upon such notification becoming effective
                     hereunder, such Receivable shall become full recourse to
                     the Companies.

              (i)    Each party agrees that it will notify the other parties
                     of any counterclaims; cross-claims; or defenses of which
                     it becomes aware that are filed in any legal proceeding
                     which involve any issue other than the enforceability of
                     the credit extended to such Customer. The Companies
                     shall indemnify TCFC for any claim against TCFC, loss,
                     costs, expenses, fees, judgments, or other payments
                     incurred arising directly or indirectly from such
                     counterclaims, cross-claims, or defenses.

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7.     Management of Receivables.

       7.1    Receivables will be managed in accordance with the Procedures.

       7.2    The established, day-to-day operations of the Companies in the
              performance of their responsibilities in servicing the
              Receivables under this Agreement will be supervised by TCFC and
              the Companies shall be exclusively responsible for the
              engagement and management of its employees.

8.     Payment and Purchase Price

       8.1    Title to Receivables: Purchase of Receivables by TCFC shall vest
              full, legal, equitable and beneficial title in and to TCFC on
              the terms and subject to the covenants, conditions, and
              stipulations contained in this Agreement. Upon any such purchase
              of Receivables by TCFC, the respective Company shall be deemed
              to have automatically transferred, assigned, conveyed and
              delivered to TCFC all right, title and interest in and to all
              such Receivables purchased by TCFC, together with all credit
              enhancements held by the Companies with respect to the
              Receivables purchased by TCFC, including but not limited to
              guarantees and letters of credit.

              8.1.1  The fact that an invoice has not been issued at the
                     Purchase Date with respect to a purchdsed Receivable
                     shall not affect the validity and enforceability of such
                     purchase.

              8.1.2  Regardless of whether an invoice has been issued at the
                     Purchase Date, the Approval Listing (in the form annexed
                     hereto as Schedule 1 once such Approval Listing is
                     acknowledged as accepted by TCFC (which may be
                     accomplished via electronic or computer transfers, or by
                     facsimile), then such signing or acknowledgment of
                     acceptance by TCFC constitutes conclusive evidence of the
                     transfer of ownership of the Receivable to TCFC, subject
                     to TCFC's ten Business Day right of recession as set
                     forth in Section 1.1.1.

              8.1.3  The Companies covenant and agree that the sale of a
                     Receivable and the transfer of ownership shall be
                     reflected properly on the respective Company's books.

       8.2    Purchase Price: TCFC shall only be obligated to fund the
              Companies for Receivables purchased by TCFC up to the aggregate
              amount of TCFC Credit Lines and Vitro Credit Lines established
              for Customers pursuant to this Agreement, however, in no event
              shall TCFC purchase from the Companies (except in TCFC's sole
              discretion) in excess of US $75,000,000 of Receivables. Funding
              from TCFC for purchases of Receivables made by TCFC under an
              Approval Listing, will be availabie upon demand from the
              Companies one (1) Business Day after the corresponding Purchase
              Date. The date TCFC disburses fumds to the Companies in payment
              for the purchase of a Receivable shall be the "Funding Date"
              with respect to each such Receivable.

              8.2.1  When purchases of Receivables are funded TCFC shall pay
                     directly to the respective Company in Dollars for a
                     Receivable an amount (the "Direct Advance") equal to the
                     following formula: A (1 - Discount %) x (Invoice Amount
                     - Adjustment), divided by B. (the Conversion Factor)

                     8.2.1.1 "Discount %" shall mean that percentage as the
                            parties may agree, which TCFC shall apply as a
                            discount to the amount funded by TCFC for a
                            Receivable purchased by TCFC.

                     8.2.1.2 "Invoice Amount" shall mean the total amount that
                            the respective Company invoices the Customer shown
                            on any Receivable.

                     8.2.1.3 "Adjustment(s)" shall mean for each Receivable
                            the aggregate of:

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                            (i)    All discounts and allowances to which the
                                   Customer would be entitled if it paid on
                                   the most expeditious basis or in the
                                   shortest term; and

                            (ii)   All returns and credits regarding such
                                   Receivable known at the Purchase Date.

                     8.2.1.4 The "Purchase Price" for a Receivable shall equal
                             the amount of the Direct Advance.

                     8.2.1.5 "Conversion Factor" shall mean, as of the date of
                             any determination making reference thereto, the
                             exchange rate of Mexican Pesos (Pesos) to Dollars
                             entitled "Tipo de Cambio para solventar
                             obligaciones denominadas en moneda extranjera
                             pagaderas en la Republica Mexicana," as published
                             by Banco de Mexico on the Diario Oficial de la
                             Federacion, on the date on which such
                             detennination is made.

       8.2.2  Factoring Service Charge: Commencing on the Funding Date of each
              Receivable and continuing until the date which is the earlier of:

       (i)    Up to 90 days after such Receivable is due and payable, as per
              the invoice date or as otherwise calculated pursuant to Article
              9 herein, (which date may be extended by mutual agreement of the
              parties); or,

       (ii)   TCFC has demanded that the respective Company pay TCFC any
              recourse obligations of the Companies with respect to the
              Receivable pursuant to Article 9 herein: or

       (iii)  Such Receivable is collacted in full and TCFC has received the
              funds from such collection:

              The respective Company shall pay the factoring service charge
              ("Factoring Service Charge") to TCFC on the average daily
              balance of the Outstanding Receivables based upon the then
              current Factoring Formula Rate (defined below). The term
              "Outstanding Receivables" shall mean as of the date of any
              calculation making reference thereto, an amount equal to the
              sum of the Direct Advances funded by TCFC for all Raceivables
              purchased by TCFC, minus the US Dollar equivalent that TCFC was
              able to purchase with the Peso amounts received by TCFC from
              collections of such Receivables.

              8.2.1.1 Payment of the Factoring Service Charge: The Factoring
                      Service Charge shall be payable monthly, as provided in
                      Section 8.2.2 hereof, in arrears, on the fifth day of
                      each calendar month commencing on the first Funding Date
                      under this Agreement and will be billed to the respective
                      Company on the first day of each such month. The
                      Factoring Formula Rate shall be subject to adjustment, if
                      any, on the first day of each calendar month based upon
                      changes in the One-Month LIBOR Rate (as defined below).
                      The Factoring Service Charge shall be calculated based
                      upon a 360-day year and for the actual number of days
                      elapsed (including the first day but excluding the last
                      day).

              8.2.2.2 Late Fee: If any Receivable purchased and funded by TCFC
                      (for which TCFC is not tanking Credit Risk) is not paid.

                     (i)    On or before the date that is up to 90 days (or as
                            may be otherwise extended by agreement of the
                            parties pursuant to Section 8.2.2 (i) above) after
                            the date it is due and payable, or

                     (ii)   Within five (5) days after demand by TCFC to the
                            respective Company to pay its recourse obligations
                            with respect to such Receivable, pursuant to
                            Article 9 herein or

<PAGE>


                     (iii)  Within five (5) days after demand by TCFC to make
                            a payment due under the foreign exchange
                            settlement method set forth in Section 8.4 herein,
                            or

                     (iv)   Any Factoring Service Charge under this Agreement
                            is not paid when due and payable,

                     Then the amount outstanding of such Receivable which has
                     not been received by TCFC or the amount of the Factoring
                     Service Charge or other amount due shall be charged a
                     Late Fee which shall be payable by the Companies to TCFC
                     equal to an additional two (2%) percent above the
                     Factoring Formula Rate front such date until paid in
                     full.

       8.2.2.3 Other Definitions: For the purposes hereof the following terms
               have the meanings set forth below:

              (a)    "One Month LIBOR Rate" means a flucatating rate equal to
                     that rate identified as such in the "Money Rates column
                     of the Wall Street Journal on the first business day of
                     the applicable month (a "business day" for purposes of
                     this section 8.2.2.3 only, being any day the Federal
                     Reserve Bank of Chicago is open for the transaction
                     of business);

              (b)    "Factoring Formula Rate " means a variable figure equal
                     to the One-Month LIBOR Rate plus 2.0 %.


8.3    Payments:

       8.3.1  The Companies and TCFC agree that the specification of Dollars
              and payment in the place specified pursuant to this agreement
              (the "specified place of payment") is of the essence, and
              Dollars shall be the currency of account in all events. The
              Companies shall make all payments of all amounts due to TCFC
              under this Agreement in Dollars, in same day funds in time to be
              credited in accordance with normal banking procedures on the date
              when due and payable in account No. 57010 at the Chicago,
              Illinois offices of The Northern Trust Bank presently located at
              Chicago, Illinois or on such other Bank or Banks as TCFC from
              time to time designates. The payment obligations of the
              Companies under this agreement stated to be payable in Dollars
              shall not be discharged by an 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 conversion
              to Dollars and transferred to the specified place of payment
              under normal banking procedures does not yield the amount of
              Dollars in the specified place of payment due hereunder.

       8.3.2  TCFC shall make all payments of amounts due to the Companies
              under this Agreement to Dollars to the Companies' respective
              bank accounts (or to such other bank accounts as such Companies
              may from time to time notify TCFC in writing) as set forth on
              Exhibit C hereto.

8.4    Currency Fluctuation Obligations:

       8.4.1  The Companies shall have the obligation to hold TCFC harmless
              from foreign exchange currency fluctuation risk according to the
              provisions of this Section 8.4. In addition, to the extent that
              the payment obligations of the Companies under this Agreement
              are not satisfied or discharged upon payment by or on behalf of
              the Companies to TCFC of amounts converted from another currency
              to Dollars, then TCFC shall have the right to demand immediate
              payment from the Companies of the amount in Dollars still needed
              to satisfy the payment obligations of the Companies due to TCFC.


<PAGE>


        8.4.2   Without prejudice to the obligation of the Companies under
                Section 8.4.1. the parties shall do the following:

                8.4.2.1 TCFC shall calculate the Cross-Currency Balance (as
                        defined in Section 8.4.2.4) on Wednesday of each week,
                        or on the next Business Day if such Wednesday is not a
                        Business Day, provided however that during any such
                        time as the fluctuation in the Cross-Currency Balance
                        is more than 20% between any Wednesday and the next
                        succeeding Wednesday (or next following Business Day
                        if the latter Wednesday is not a Business Day), then
                        TCFC shall calculate the Cross-Currency Balance on
                        every Business Day until such time as the foreign
                        exchange fluctuation between any Wednesday and the
                        next succeeding Wednesday (or next following Business
                        Day if the latter Wednesday is not a Business Day) is
                        less than 20%. If the Cross-Currency Balance whenever
                        calculated by TCFC in accordance herewith is a
                        positive number, the Companies shall pay such
                        Cross-Currency Balance to TCFC, in Dollars within one
                        (1) Business Day in the manner set forth in 8.3.1. If
                        the Cross-Currency Balance whenever calculated by TCFC
                        in accordance herewith is a negative number TCFC may,
                        if so requested by the Companies at such time, or
                        within one (1) Business Day thereafter , pay the
                        absolute value of such Cross-Currency Balance to the
                        Companies, in Dollars, within one (1) Business Day.
                        (The sum of dollar amounts paid by the Companies to
                        TCFC as provided in this paragraph minus the sum of
                        dollar amounts paid by TCFC to the Companies as
                        provided in this paragraph shall be credited towards
                        satisfaction of the obligation of the Companies under
                        Section 8.4.1 upon its being finally determined.

                8.4.2.2 Notwithstanding the provision of Section 8.4.2.1. as
                        from the occurrence of an Event of Default or the
                        giving of notice by TCFC that it will cease
                        purchasing Rrceivables hereunder, TCFC shall calculate
                        the Cross-Currency Balance on every Business Day. If
                        the Cross-Currency Balance on any such day is a
                        positive number, the Companies shall pay such
                        Cross-Currency Balance to TCFC, in Dollars within the
                        next one (1) Business Day in the manner set forth in
                        8.3.1. During the continuance of any Event of Default
                        incurred by the Companies or after the giving of any
                        notice of termination of this Agreement, TCFC shall
                        not be obligated to make any payments to the Companies
                        by virtue of negative Cross-Currency Balances;
                        however, both (i) the positive Cross-Currency Balance
                        payments made to TCFC by the Companies and (ii) the
                        absolute value of negative Cross-Currency Balances on
                        any of such days, shall be credited towards
                        satisfaction of the obligation of the Companies under
                        Section 8.4.1.

                8.4.2.3 Once all Receivables purchased by TCFC are either
                        collected in full (with respect to their original
                        invoice amount in Pesos) from collections from
                        Customers or from recourse payments by the Companies
                        or any remaining balances are written off as losses,
                        then if upon final reconciliation of all Cross-Currency
                        Balance calculations it is determined that the
                        remaining obligation of the Companies under section
                        8.4.1 is an amount lower than the sum of Cross-Currency
                        Balance amounts due from and as yet unpaid by TCFC
                        pursuant to Sections 8.4.2.1 and 8.4.2.2, then, within
                        5 (five) Business Days following written demand
                        therefor by the Companies to TCFC and provided no
                        Event of Default shall be continuing, TCFC shall pay
                        to the Companies in Dollars. an amount equal to the
                        difference between such two amounts. If upon such
                        final reconciliation of the Cross-Currency Balance
                        calculation it is determined that the obligations of
                        the Companies under Section 8.4.1 have not been fully
                        satisfied then the Companies shall pay to TCFC any
                        remaining amounts necessary to fully satisfy such
                        obligation within five (5) Business Days following
                        written demand therefor by TCFC.


<PAGE>


                8.4.2.4 For purposes hereof, the term "Cross-Currency Balance"
                        shall mean. as of the date for which calculated, the
                        difference obtained by subtracting (i) the nominal US
                        Dollar equivalent calculated at the Conversion Factor
                        applicable on such date, of the outstanding balance
                        (which balances shall be deemed reduced not only by
                        collections from Customers but also by recourse
                        payments made by the Companies to TCFC and the amounts
                        of losses written off by TCFC with respect to
                        Receivables) of Receivables denominated in Pesos
                        purchased by TCFC, from (ii) the nominal US Dollar
                        amount of the Direct Advance made by TCFC with respect
                        to each of such Receivables minus (a) the Dollars
                        purchased by TCFC with the Peso amounts received by
                        TCFC from collections of such Receivables, (b) the
                        Dollars received by TCFC from the Companies pursuant
                        to recourse payments on account of such Receivables,
                        and (c) the Dollar equivalent of any losses written
                        off by TCFC with respect to such Receivables
                        calculated at the Conversion Factor applicable on the
                        date on which such losses are written off, or on the
                        following Business Day if such day is not a Business
                        Day. For purposes of this calculation, should TCFC
                        write off a loss with respect to any of such
                        Receivables and thereafter receives a recourse
                        payment from the Companies intended to cover or apply
                        to the loss written off or TCFC recovers from the
                        relevant Customer an amount previously written off by
                        TCFC as a loss or previously covered by a recourse
                        payment from the Companies for a loss, such additional
                        amounts received by TCFC shall not be deducted from
                        the sum to be determined under item (ii) of this
                        Section 8.4.2.4.

                8.4.2.5 Nothing herein shall release the Companies from their
                        obligation under Section 8.4.1.

                8.4.2.6 Furthermore, TCFC shall also have the right to
                        immediately setoff and deduct such amounts still due
                        to TCFC by the Companies from any payments which may
                        otherwise be due from TCFC to the Companies. If for
                        purposes of obtaining judgment in any court it is
                        necessary to convert a sum due hereunder in Dollars
                        into another currency (in this Section called the
                        "second currency"), the rate of exchange which shall
                        be applied shall be that specified in Section 8.2.1.5.
                        The obligation of the Companies in respect of any such
                        sum due to TCFC bmeunder shall, notwithstanding the
                        rate of exchange actually applied in rendering such
                        judgment, be discharged only to the extent that on the
                        Business Day following receipt by TCFC of the sum
                        adjudged to be due hereunder or under the account
                        receivables acquired by TCFC in the second currency.
                        TCFC may, in accordance with normal banking
                        procedures, purchase and transfer to the specified place
                        of payment Dollars with the amount of the second
                        currency so adjudged to be due. The Companies agree to
                        indemnify TCFC against any loss incurred by it as a
                        result of any judgment or order being given or made
                        for the payment of any amount due hereunder which is
                        expressed and paid in secondary currency, other than
                        Dollars, and as a result of any variation between (i)
                        the rate of exchange at which Dollars amount is
                        converted into secondary currency for the purposes of
                        such judgment or order, and (ii) the rate of exchange
                        at which TCFC is able to purchase Dollars with the
                        amount of judgment currency actually received by TCFC.
                        The foregoing indemnity shall constitute a separate
                        and independent obligation of the Companies and shall
                        continue in full force and effect notwithstanding any
                        such judgment or order as aforesaid. The term "rate of
                        exchange" shall include any premiums and costs of
                        exchange payable in connection with the purchase of,
                        or conversions into Dollars.

        8.4.3   Payments on business days: Whenever any payment to be made by
                the Companies or TCFC hereunder shall become due on a day
                other than a Business Day, either for Mexico or the

<PAGE>


                United States of America, the due date thereof shall be
                extended the next succeeding Business Day. The term "Business
                Day, shall mean a day other than a Saturday or Sunday when (i)
                TCFC is open for normal business operations in the United
                States of America, and (ii) the Companies are open for normal
                business operations in Mexico.

        8.5     Taxation:

                (a)     All payments to be made by the Companies hereunder
                        shall be made without setoff (except for any setoff
                        arising from amounts due by TCFC hereunder), defense
                        or countcrcimin. including, without limitation, any
                        defense or counterclaim based an any law, rule or
                        policy which is now or hereafter promulgated by any
                        governmental authority or regulatory body in Mexico
                        and which may adversely affect the obligation to
                        make, or the right of TCFC two receive, such payments
                        free and clear of and without deduction for or on
                        account of any present or future taxes of any nature
                        now or hereafter imposed by or within Mexico or by any
                        political subdivision or taxing authorities thereof or
                        therein unless the Companies are compelled by law to
                        make payment subject to such taxes. In the event that
                        the Companies are prohibited by law from making any
                        such payments free of deductions or withholdings, then
                        the Companies shall pay such additional amount to WPC
                        within five (5) Business Days of TCFC's demand
                        therefor, as may be necessary so that the actual
                        amount received by TCFC after the Companies have paid
                        any such deduction or withholding taxes (and after
                        payment of any additional taxes or other charges due
                        as a consequence of the payment of such deduction or
                        withholding) is the same as though deduction or
                        withholding taxes were not required. Notwithstanding
                        the above provisions, the parties hereby agree that
                        with respect to any amounts required to be withheld by
                        the Companies from payments to TCFC up to the rate of
                        4.9%, and (ii) amounts of withholding taxes which are
                        assessed on such payments to TCFC at a rate in excess
                        of 15%.

                (b)     The Companies shall pay directly to the appropriate
                        taxing authority any and all present and future taxes,
                        levies imposts, deductions, stamp and other duties,
                        filing and other fees or charges (includiqg without
                        limitation any capital transaction tax or foreign
                        exchange tax or charge) and all liabilities with
                        respect thereto imposed by the law of Mexico or by any
                        taxing authority thereof or within with regard to any
                        aspect of the transactions contemplated by this
                        Agreement or the execution and delivery of this
                        Agreement or other documentation hereunder, provided,
                        however, the Companies may contest, at the Companies'
                        sole cost and expense, by appropriate legal
                        proceedings conducted in good faith and with due
                        diligence, the amount, validity or imposition, in
                        whole or in part, of any tax, provided that (a) the
                        Companies shall have set aside on its books adequate
                        reserves with respect thereto: (b) that no assets of
                        the Companies would be in any immediate danger of
                        being forfeited or taken or a lien being unpaid
                        thereon, (c) that the Companies would not be incurring
                        any criminal liability for failure to pay such tax
                        during the pendency of the contest; (d) if such
                        contest be finally resolved against the Companies, the
                        Companies shall promptly pay the amount required to be
                        paid, together with all interest and penalties accrued
                        thereon; and (e) no Event of Default exists. The
                        Companies shall hold IWCPFC harmless from any
                        liability with respect to the delay or failure by the
                        Companies to pay any such taxes or charges and shall
                        reimburse TCFC, upon demand, for any such taxes paid
                        by any of them in connection herewith whether or not
                        such taxes shall be correctly or legally asserted or
                        otherwise contested or contestable together with any
                        interest, penalties and expenses in connection
                        therewith.

                (c)     Notwithstanding the foregoing, if the Companies shall
                        pay any tax or charge as provided herein or shall make
                        any deductions or withholdings from amounts paid
                        hereunder, the Companies shall within five (5)
                        Business Days of such timely payment to the Mexican
                        tax authorities, forward to TCFC official reccipts or
                        evidence acceptable to TCFC establishing payment of
                        such amounts.

<PAGE>


        8.6     Statement: TCFC shall send a monthly statement of account to
                the Companies which shall constitute an account stated and
                be binding upon the Companies with respect to the matters
                reflected therein and in any matters previously reported to
                the Company which we incorporated therein, except to the
                extent that written exceptions thereto are served upon TCFC
                within thirty (30) days of such statement.

        8.7     Material Change: The Companies hereby agree that the
                obligations of TCFC hereunder are subject to the condition
                that there be no material change in governmental regulations
                or monetary policies of the United States of America or of
                Mexico, including any such change relating to TCFC which would
                have the effect of reducing the rate of return on the capital
                of TCFC below the level contemplated hereby. In the event that
                any law, regulation, treaty or official directive or the
                interpretation or application thereof by any court or
                governmental authority of the United States of America or of
                Mexico or the compliance with any guidelines or request of
                either or any subdivision thereof (whether or not having the
                force of law): (i) subjects TCFC to any tax with respect to
                any amounts payable hereunder by the Companies or otherwise
                with respect to the transactions contemplated hereunder
                (except for taxes on the overall net income of TCFC imposed by
                the United States of America or any political subdivision
                thereof), or (ii) imposes upon TCFC any other condition with
                respect to the purchases made hereunder, and the result of any
                of the foregoing is to increase the cost to TCFC, reduce the
                income received or receivable by or return on equity of TCFC
                or impose any expense upon TCFC with respect to any purchases
                hereunder, TCFC shall so notify the Companies. In such event
                TCFC shall have the option to. require the Companies to pay
                TCFC the amount of such increase in cost, reduction in income,
                reduced return on equity or additional expense. The Companies
                agree to pay TCFC the amount of such increase in cost,
                reduction in income, reduced return on equity or additional
                expense as and when such cost, reduction in income, reduced
                return on equity or additional expense is incurred or
                determined, upon presentation by TCFC of a statement in the
                amount and setting forth TCFC's calculation thereof (in
                determining such amount, TCFC may use any reasonable averaging
                and attribution methods), which statement shall be deemed true
                and correct absent manifest error. In the event TCFC requires
                the Companies to make payments to TCFC pursuant to this
                Section 8.7, the Companies shall have the right, provided no
                Event of Default shall have occurred and be continuing, to
                send a notice to TCFC of the Companies' intent to terminate
                this Agreement, which termination shall become effective after
                the lapse (counted as from the date in which such notice
                becomes effective hereunder) of the number of months (not to
                be in any event less than three) so specified by the Companies
                in such notice, provided however, that the Companies will
                continue to be obligated to reimburse TCFC for all such
                payments for such amounts that accrue or are incurred by TCFC
                prior to and during such period.

9.      Risk of Loss.

        9.1     The purchase by TCFC of Receivables will be on a full recourse
                or non-recourse basis as determined the extent that TCFC has
                assumed Credit Risk therefor pursuant to the terms of this
                Agreement and the parties hereby agree that should the
                recourse rights of TCFC against a Company at any time be
                analyzed by a court of law applying Mexican law, then such
                recourse rights shall be deemed to arise from a "garantia de
                cobro" which shall be deemed to have been hereby agreed to as
                permitted Article 391 of the Commercial Code of the United
                Mexican States.

                9.1.1   If the Direct Advances funded with respect to any
                        Receivable were an amount higher than the amount
                        actually due and payable by the corresponding Customer
                        under that Receivable for any reason other than by
                        reason of an exchange rate fluctuation (including.
                        without limitation, by reason of a credit issued by a
                        Company or a debit not raised by a Customer in respect
                        of a discount taken or other claim), then, the
                        Companies will pay such difference to TCFC within
                        five (5) Business Days from the date of TCFC making
                        demand for payment therefor. In addition, TCFC may at
                        its sole option, deduct such payment from any payment
                        due the Companies from TCFC.

<PAGE>



                9.1.2   If the original invoice for any purchased Receivable
                        shall not have been received by TCFC within five
                        Business Days following written request therefor by
                        TCFC to the Companies, then such Receivable shall
                        become full recourse to the Companies.

          9.2  If a purchased Receivable becomes an Uncollectible Receivable
               (as defined in Section 9.3) then, the Company shall, upon
               demand by TCFC, pay to TCFC, within five (5) Business Days from
               the date of such demand without deduction, an amount in Dollars
               which at the Conversion Factor on the date of delivery to TCFC
               shall be equal to the allocable percentage share of Credit Risk
               assumed by the Companies, or such portion of the Credit Risk as
               the parties may have otherwise previously agreed to be assumed
               by the Companies, with respect to the Uncollectibility Loss for
               such Receivable (as defined in Section 9.3). This obligation
               shall apply regardless of any reason expressed by the Customer
               for nonpayment, including, without limitation, any breach of
               contract by the Company, the costence of any setoff or
               counterclaim, the right to a deduction, any matter which would
               constitute a breach of the Company's warranties and covenants to
               the Customer, the Company's acceptance of the return of any goods
               which are the subject of a Receivable, or the Company's
               liability to credit the Customer. In the event that the Company
               pays TCFC the Dollar equivalent of the allocable percentage
               share of Credit Risk assumed by the Companies, or such portion
               of the Credit Risk as the parties may have otherwise
               previously agreed to be assumed by the Companies, with respect
               to the Uncollectibility Loss as herein provided and provided no
               Company shall have incurred an Event of Default, then any
               further. payments received by TCFC on such Receivable shall be
               remitted to the Company within five (5) Business Days. In the
               event that any Company shall have incurred an Event of Default
               then TCFC shall not remit any such payments as would otherwise
               be due the Companies pursuant to the above provisions until
               such time as the Companies have cured such Event of Default or
               all obligations of the Companies to TCFC pursuant to this
               Agreement have been fully satisfied. Each such Dollar amount
               delivered by the Companies to TCFC shall be deemed a collection
               on account of such Receivable for all other purposes hereof. The
               Dollar equivalent of the unpaid portion of any Uncollectible
               Receivable, after giving effect to the recourse payment by the
               Companies, if any, shall be written off from the aggregate
               outstanding balance of purchased Receivables.

          9.3  Uncollectible Receivables and Uncollectibility Loss:

               9.3.1 Uncollectible Receivables: Without limitation, a
                     Receivable shall be deemed to be uncollectible
                     ("Uncollecttble Receivable") upon the earlier of any of
                     the following events:

                9.3.1.1 Insolvency: The Customer-obligor under the Receivable
                        becomes insolvent, makes a general assignment for the
                        benefit of creditors, or becomes subject to or applies
                        for concurso mercantil or any bankruptcy proceedings,
                        or is submitted to or makes or there is made an
                        application for the process of control administration
                        or of preliminary concordat or is put into forced or
                        voluntary liquidation, or such Customer shall
                        otherwise enter into any settlement or commence any
                        proceedings under any law, regulation or decree of
                        Mexico relating to reorganization arrangement,
                        readjustments of debts, dissolution or liquidation by
                        reason of insolvency, whether now or hereafter in
                        effect; or


                9.3.1.2 Nonpayment: The Customer under the Receivables shall
                        fail to pay the amount due on the Receivable when due
                        and payable and such default has continued for a
                        90-day term from the time the Receivables was
                        originally due for any reason. including, without
                        limitation, a dispute regarding the goods or
                        otherwise, strike, currency restriction or failure of
                        consideration in the underlying transaction.

                9.3.1.3 Uncollectible: TCFC notifies the Companies that TCFC
                        deems a Receivable uncollectible or that TCFC
                        believes, with reasonable good grounds and in good
                        faith, that it is unlikely that payment by the
                        Customer of the Receivable will be made on the date
                        the Receivable will be due and payable (as determined
                        by TCFC in its reasonable discretion.

<PAGE>


                9.3.2   Uncollectibility Lcss. The term " Uncollectibility
                        Loss" of a Receivable means the result of subtracting,
                        from the Original Invoice Amount of such Receivable,
                        the amount of Pesos actually collected by TCFC on
                        account of such Receivable prior to the date on which
                        such Receivable became an Uncollectible Receivable.
                        For purposes hereof, the term "Original Invoice
                        Amount" of a Receivable means the Peso amount stated
                        as due (including any debits or credits so stated) by
                        a Customer on account of such Receivable (i) in the
                        Approval Listing where such Receivable shall have been
                        offered for purchase to TCFC hereunder or, in the
                        absence of an individual statement in that regard in
                        an Approval Listing with regard to such Receivable,
                        then (ii) in the face of the document or documents
                        evidencing such Receivable.

        9.4     Commercial Disputes. If a Receivable becomes subject to a
                Commercial Dispute (defined below) whether or not TCFC is
                taking Credit Risk with respect to such Receivable, then TCFC
                shall allow the respective Company thirty (30) days to resolve
                any asserted or alleged Commercial Dispute. Any amounts that a
                Company may allow as a settlement amount with respect to the
                Customer relating to the Receivable in dispute shall not be
                subject to Credit Risk on the part of TCFC, and if TCFC has
                funded a Company for the purchase of such Receivable from the
                Companies then the Companies shall within 5 Business Days pay
                TCFC the amount allowed by the Companies in settlement as a
                reduction of the amount due by such Customer under such
                Receivable. If at the end of such 30-day period such
                Commercial Dispute has not been resolved then TCFC shall no
                longer have any Credit Risk for the portion of the Receivable
                that remains in dispute, and if TCFC has funded a Company for
                the purchase of such Receivable from the Companies, then the
                Companies shall within 5 Business Days pay TCFC the amount of
                such Receivable remaining in dispute. "Commercial Dispute"
                shall mean any dispute or claim in any respect (including,
                without limitation, any alleged dispute as to price, terms,
                quantity, quality, or late delivery, and claims of release from
                liability, counterclaim, or any alleged claim of deduction,
                offset, counterclaim or otherwise, arising out of an invoice
                or any other transaction.

        9.5     Assignment of Receivables. With respect to all Receivables
                which am purchased by TCFC. the Companies shall thereafter be
                deemed to have assigned all of the respective Company's title
                and interest in such Receivables to TCFC along with all of
                such Company's interest in the goods represented by such
                Receivable and in all goods that may be returned by Customers
                with respect to such Receivable and in all of the respective
                Company's rights as an unpaid vendor with respccl to such
                Receivable. The Companies agree to execute any documents or
                related items that may be necessary to evidence such
                assignment.

10. The Companies' Warranties and Covenants:

        10.1    Warranty. Each Company warrants, as of the date hereof and as
                of the date of each purchase made hereunder, to TCFC as
                follows:

                10.1.1  That for every Receivable which is purchased by TCFC:

                (a)     The respective Company will be the legal and
                        beneficial owner of such Receivable and entitled to
                        sell and assign the same to TCFC free from any
                        mortgage, charge or other encumbrance and such
                        Receivable will be legally enforceable by the
                        Companies and, that other than as may be provided by
                        law, or any Adjustments, as disclosed in such
                        Receivable or otherwise disclosed in writing to TCFC,
                        no justification for the non-payment of the full
                        amount of such Receivable to the Companies by the
                        Customer exists; and that the particulars of such
                        Receivable in the Receivables List will be true and
                        accurate;


<PAGE>


                (b)     The Companies will not have sold or assigned or
                        allowed anyone else to assume Credit Risk or offered
                        to have sold or assigned or have Credit Risk assumed
                        with respect to such Receivable to any person other
                        than TCFC.

                (c)     For each Receivable sold to TCFC the Companies shall
                        have shipped the product invoiced, except for the
                        events in which a "Prestamo-Bodega-Cliente" condition
                        or arrangement was made with a Customer provided the
                        respective Company shall have communicated such
                        condition or arrangement in writing to TCFC on or
                        prior to the Approval Listing Date and TCFC shall have
                        granted its consent thereto (such consent not to be
                        unreasonably withheld), as well as any other cases
                        where the parties agrees otherwise.

                (d)     That the joint and several liability obligation of
                        each of the Companies' obligations contained in this
                        Agreement constitute the legal, valid and binding
                        obligations of each Company enforceable in accordance
                        with their terms, except that the joint obligation of
                        each Company (other than Vitro Envases Norteamerica, S.A
                        de C.V.) with respect to the obligations of each other
                        Company hereunder shall be unenforceable for as long
                        as the resolutions of the general extraordinary
                        shareholders' meetings referred to in Section 11.1.7
                        are not adopted, notarized and registered as indicated
                        therein.

        10.1.2  That the Companies have no other factoring arrangements as of
                the date of this Agreement and during the term of this
                Agreement the Companies shall have no other factoring
                arrangements.

        10.1.3  That there are no registrations and approvals of Mexico, of any
                legislative body or government agency thereof necessary for
                the due execution and delivery of this Agreement.

        10.1.4  That this Agreement constitutes the legal, valid and binding
                obligations of the Companies enforceable in accordance with
                their terms.

        10.1.5  That there are no pending or threatened legal actions,
                arbitration or other proceedings which may materially and
                adversely affect the financial condition of the Companies
                taken as a whole or the validity or crAccabilits+ of this
                Agreement.

        10.1.6  That the Companies have taken all necessary corporate and
                other action to authorim the execution and delivery of this
                Agreement and the performance and observance of the terms and
                conditions hereof and there is no provision of any of the
                Companies' articles of iporation and bylaws, or of any treaty
                provision, law, ordinance, decree or regulation and no
                contractual our other obligation binding on the Companies that
                are or will be contravened by the execution and delivery of
                this Agreement or by the performance or observance of any of
                the terms hereof.

        10.1.7  That the Companies shall each provide TCFC with quarterly
                financial statements within 45 days after the end of each
                fiscal quarter, and they shall each provide TCFC with copies
                of their respective annual audited financial statements,
                accompanied by a certificate of an independent accountant
                within 120 days after the ad of each of Companies' respective
                fiscal years. The Companies' financial statements are
                currently prepared on a consolidated basis with the financial
                statements of Vitro Envases Norteamerica, S.A. de C. V. and
                shall be furnished to TCFC on such consolidated basis. Such
                consolidated financial statements shall be prepared in
                accordance with Mexican generally accepted accounting
                principles. In addition, the Companies agree to provide TCFC
                with such additional financial information as TCFC may from to
                time reasonably request.


<PAGE>


10.2     Covenants: Each Company covenants and agrees:

         10.2.1   That for every Receivable, the Companies will not, without
                  the prior written consent of TCFC (a) permit any setoff,
                  counterclaim or right to a deduction to arise at any time,
                  beyond what would customarily be done in the normal course
                  of business, and the Companies agree that they shall
                  nevertheless be liable to TCFC for the repayment of any such
                  setoffs, volume discounts, early payment discounts,
                  oounterclaims or deductions to the extent such items reduce
                  the amount payable under a Receivable; (b) assign, modify or
                  deal with such Receivable except as expressly provided for
                  in this Agreement, nor (c) grant any extension of time for
                  payment (beyond that set forth in the credit procedures
                  agreed to by TCFC and the Companies) or any waiver or other
                  indulgence.

         10.2.2   That all facts, figures, and statements of any kind and all
                  signatures appearing on every contract and other document
                  supplied to TCFC as evidence of or relating to a Receivable
                  will be true and genuine.

         10.2.3   That it will indemnify and keep indemnified TCFC against any
                  claim or counterclaim of whatsoever nature by a Customer in
                  respect of a purchased Receivable and all costs and expenses
                  suffered or incurred by TCFC im connection with any such
                  claim and the Companies shall pay to TCFC upon demand,
                  within any deduction whatsoever, the amount of any resulting
                  losses, damages, casts, charges, and expenses so suffered or
                  incurred by TCFC, provided that such indemnity shall be
                  limited to actual out of pocket costs, expenses or liabilities
                  incurred by TCFC with respect to such events.

         10.2.4   That for my Receivable for which TCFC has arty Credit Risk
                  that is more than 90 days past due for whatever reason, or
                  with respect to which TCFC reasonably believes in good faith
                  that the financial situation of the Customer has materially
                  deteriorated, then TCFC may request the Companies to stop
                  shipping product to the Companies' Customer that is the
                  account debtor with respect to such delinquent Receivable.
                  Upon receipt of such request from TCFC the Companies shall
                  immediately stop shipping product to such Companies'
                  Customer. If the Compames shall breach this covenant with
                  respect to any Companies' Customer, then without limiting
                  TCFC's rights hereunder, all Credit Risk with respect to all
                  existing Receivables of such Companies' Customer shall cease
                  immediately and automatically upon shipment by the Companies
                  of product to such Companies' Customer and the Companies
                  shall become liable on a full recourse basis with respect to
                  all such Receivables with respect to such Customer.

         10.2.5   Taxes.

                  10.2.5.1 General withholding and other taxes: TCFC shall not
                           be resident or domiciled or be deemed to have
                           established a place of business or to be carrying
                           on any, business in Mexico by reason of the
                           execution, delivery, performance or enforcement of
                           this Agreement or any document provided hereunder.

                  10.2.5.2 TCFC Indemnity. In the event Mexico or any
                           government agency has establishes or hereafter
                           establishes or rules that withholding tax or other
                           charges are applicable to any payments hereunder or
                           if so established, any increases thereto, in Mexico
                           during the term of this Agreement, the Companies
                           agree to indemnify and pay to TCFC the amount that
                           any such increased taxes or charges are determined
                           to be due and payable by TCFC or its assigns in
                           connection with the establishment of any taxes (or
                           increases thereto) applicable to any payments made
                           hereunder. Notwithstanding the above provisions,
                           the parties hereby agree that with respect to any
                           amounts required to be withheld by the Companies
                           from payments to TCFC as a result of Mexican
                           withholding taxes, the Company shall only be
                           obligated to indemnify TCFC for (i) Mexican
                           withholding taxes assessed on such payments to TCFC
                           up to the rate of 4.9%, and (ii) amounts of
                           withholding taxes which are


<PAGE>


                           assessed on such payments to TCFC at a rate in excess
                           of 15%. Further, all such indemnity payments from
                           the Companies to TCFC shall be free of withholdings
                           of any nature whatsoever (and the Companies shall
                           pay an additional amount such that the net amount
                           actually received by TCFC will after such
                           withholding equal the full amount of the payment
                           then due) and shall be free of expense to TCFC for
                           collection or other charges.

                  10.2.5.3 That the Companies shall promptly give notice to
                           TCFC of (i) the occurrence of any Event of Default
                           (as defined below) or any event that, with the
                           giving of notice or the passage of time, or both,
                           would constitute an Event of Default hereunder, or
                           (ii) any circumstances which could materially affect
                           the fulfillment by the Companies of their
                           obligations hereunder.

         10.2.6.  That the Companies shall comply at all times with the
                  following financial covenants as determined by and based
                  upon the financial statements of Vitro Envases Norteamerica,
                  S.A de C.V. and its Consolidated Subsidiaries on a
                  consolidated basis:

                  (i)      Minimum Tangible Net Worth: Vitro Envases
                           Norteamerica, S.A. de C.V. and its Consolidated
                           Subsidiaries shall keep at all times a Minimum
                           Consolidated Tangible Net Worth of at least (a) US
                           $80 million Dollars US from the date of this
                           Agreement through December 30, 2000, and (b) such
                           required mmumm amount shall increase on December
                           31, 2000, and on December 31 of each following
                           year, in an amount equal to at least 50% of the
                           than current calendar years' consolidated net income
                           for Vitro Envases Norteamerica, S.A. do C.V. and
                           its Consolidated Subsidiaries (without taking into
                           account any losses incurred in any fiscal year);
                           and

                  (ii)     Limitation On Indebtedness: Vitro Envases
                           Norteamerica, S.A. de C. V. and its Consolidated
                           Subsidiaries shall not incur any Indebtedness unless,
                           after giving effect to the incurrence of such
                           Indebtedness and the receipt and application of the
                           proceeds therefrom, the ratio of Vitro Envases
                           Norteamerica, S.A. de C.V.'s and its Consolidated
                           Subsidiaries' Consolidated Indebtedness to Vitro
                           Envases Norteamerica, SA de C.V.'s and its
                           Consolidated Subsidiaries' Consolidated EBITDA would
                           be greater than zero and less than or equal to 4.25
                           to 1.0 on the date of such incurrence, except:

                           (a)      Consolidated Indebtedness to the extent
                                    Vitro Envases Norteamerica S.A., De C.V.
                                    and its Consolidated Subsidiaries
                                    refinance Consolidated Indebtedness
                                    otherwise permitted hereunder, other than
                                    Consolidated Indebtedness incurred under
                                    clause (b) below;

                           (b)      Consolidated Indebtedness of Vitro Envases
                                    Norteamerica, S.A. de C.V. and its
                                    Consolidated Subsidiaries incurred for
                                    working capital needs in the ordinary
                                    course of business or to refinance
                                    interest expense, in an aggregate
                                    principal amount at any time not to exceed
                                    US $90,000,000;

                  10.2.6.1 The following definitions shall apply to this
                           Section 10.2.6:

                           Consolidated Tangible Net Worth means, at any date,
                           for Vitro Envases Norteamerica, S.A. de C.V. and its
                           Consolidated Subsidiaries, the total of
                           consolidated unimpaired paid-up capital, retained
                           earnings and reserves not allocated to specific
                           liabilities of Vitro Envases Norteamerica S.A. de
                           C.V. and its Consolidated Subsidiaries less their
                           consolidated Intangible Assets, all determined as
                           of such date. For purposes of this definition
                           "Intangible Amounts" means the amount (to the
                           extent reflected in determining such consolidated
                           capital) of (i) all write-ups (other that write-ups
                           resulting from foreign currency translations and

<PAGE>


                           write-ups of assets of a concern business made
                           within twelve months after the acquisition of such
                           business subsequent to December 31, 1998 in the
                           book value of any assets owned by Vitro Envases
                           Norteamerica, S.A. de C. V. or a Consolidated
                           Subsidiary other than evaluations of assets in
                           accordance with generally accepted Mexican
                           accounting principles, (ii) all investments in
                           unconsolidated subsidiaries and all equity
                           investments in third parties which are not
                           subsidiaries and (iii) all unamortized debt
                           discount and expense, unamortized deferred charges,
                           patents, trademarks, service marks, trade names,
                           anticipated future benefit of tax loss
                           carry-forwards, copyrights, organization or
                           developmental expenses and other intangible assets
                           as defined by TCFC.

                           Consolidated Subsidiary means, at any date, as to
                           Vitro Envases Norteamerica. S.A de C.V., any
                           subsidiary or other entity of Vitro Envases
                           Norteamerica, S.A de C.V., the accounts of which
                           would be consolidated under generally accepted
                           accounting principles with those of Vitro Envases
                           Norteammica, S.A de CV. in its consolidated
                           financial statements if such statements were
                           prepared as of such date and were consistent with
                           financial statements as required pursuant to
                           Section 10.1.7 herein.

                           Consolidated EBITDA means, at any date, for the
                           fiscal period in question. the consolidated
                           operating income, plus depreciation, plus
                           amortization, plus cash derived from interest
                           income, plus non-cash charges in aggregate amount
                           (for all fiscal periods) not greater than US
                           $10.000,000 US. in each case. of Vitro Envases
                           Norteamerica, S.A. de C.V. and its Consolidated
                           Subsidiaries, as set forth in the most recent
                           financial statements of Vitro Envases Norteamerica,
                           S.A. de C.V. and its Consolidated Subsidiaries
                           delivered to TCFC pursuant to Section 10.1.7
                           hereof.

                           Indebtedness means at any time with respect to any
                           Person (without duplication), (i) all of such
                           Person for borrowed money, (ii) all obligations of
                           such Person evidenced by bonds, debentures, notes
                           or other similar instruments, (iii) all obligations
                           of such Person in respect of banker's acceptances,
                           letters of credit or other similar instruments
                           (including reimbursement obligations with respect
                           thereto), (iv) all obligations of such Person to
                           pay the deferred purchase price of property or
                           services, except trade'aooounts payable arising in
                           the ordinary course of business, (v) all
                           obligations of such Person as lessee which are
                           capitalized in accordance with generally accepted
                           accounting principles, (vi) all indebtedncs.
                           secured by a lien on any asset of a Person, whether
                           or not such indebtedness is an obligation of such
                           Person, (vii) all Indebtedness of and any
                           liquidation preference and any mandatory redemption
                           payment obligations in respect of preference stock
                           issued by other Persons guaranteed by such Person
                           to the extent such Indebtedness is guaranteed by
                           such person, (viii) to the extent not otherwise
                           included under this definition, obligations of such
                           Person in respect of any interest rate swap, cap or
                           collar agreement interest rate future or option
                           contracts, currency swap agreements, currency future
                           or option contracts and other similar agreements,
                           net of all benefits under such agreements to the
                           extemt able to be set off against such
                           obligations, (ix) all obligations of such Person
                           to purchase securities (or other property) which
                           arise out of or in connection with the sale of the
                           same or substantially similar securities or
                           property, (x) all indebtedness of others in respect
                           of which such Person has guarantee obligations, and
                           (xi) all obligations of such Person in respect of
                           such Person's guarantee obligations.

                           Consolidated Indebtedness shall mean at any time
                           the Indebtedness of Vitro Envases Norteamerica,
                           S.A. de C.V. and its Consolidated Subsidiaries on a
                           consolidated basis.

<PAGE>


                           Person shall mean as individual, corporation,
                           limited liability company, partnership,
                           association, trust of other entity or organization,
                           including a government or political subdivision
                           thereof.

                  10.2.6.2 Vitro Envases Norteamerica, SA de C.V. will provide
                           to TCFC a statement of its compliance with the
                           above covenants on a quarterly basis.

         10.3     Negative pledge: The Companies shall not permit any of their
                  respective Indebtedness exceeding the amount of USUS $10
                  million to be secured by any lien, charge, encumbrance or
                  other security interest, in favor of any creditor or class of
                  creditors covering any present or future assets, revenues or
                  rights to the receipt of income of a Company unless the
                  benefit of such security or other preferential arrangement
                  is at the same time extended equally and ratably to secure
                  all amounts hereunder provided, however, that the foregoing
                  shall not apply to liens, charges, encumbrances or other
                  security interests upon a Company's property (i) established
                  or assumed at the time of purchase to secure payment of the
                  purchase price of such property acquired in the ordinary
                  course of business: (ii) established or assumed in the
                  ordinary course of business; or (iii) arising as a matter of
                  law or (iv) liens or encumbrances granted to secure
                  Indebtedness prior to the date of this Agreement.

11. Events of Default: Remedies

         11.1     If any of the following events occurs (each of the foregoing
                  shall be called an "Event of Default"):


                  11.1.1   Non-payment: Any Company shall fail to pay (i) any
                           amount demanded to be paid by TCFC with respect to
                           recourse obligations of the Companies with respect
                           to any Receivable under the terms and conditions of
                           this Agreement, or (ii) the Factoring Service
                           Charge due hereunder when such amount is due and
                           payable, or (iii) any other material amount the
                           Company is obligated to pay TCFC when such amount
                           is due and payable, or


                  11.1.2   Breach of other obligations: Any Company shall
                           default in the due performance and observance of
                           any other material provision hereof; which default
                           is incapable of remedy or, if capable of remmdy, is
                           not remedied within thirty (30) days after written
                           notice of such default shall have been given to a
                           Company by TCFC; or

                  11.1.3   Cross-Acceleration: The acceleration or maturation
                           prior to scheduled maturity of (i) any present or
                           future Indebtedness of a Company, or (ii) any
                           present or future guaranty for or indemnity in
                           respect of, Indebtedness, provided, however, that
                           the aggregate amount of the relevant Indebtedness,
                           guaranties or indemnities being accelerated equal
                           or exceed US$10 million or its equivalent in any
                           other currency or currencies; or

                  11.1.4   Termination of Servicing Agreement: Termination
                           occurs under the Servicing Agreement: or


                  11.1.5   Insolvency: Any Company becomes insolvent, makes a
                           general assignment for the benefit of creditors, is
                           generally unable to pay its debts as they fall due,
                           or becomes subject to or applies for concurso
                           mercantil or any bankruptcy proceedings, or is
                           submitted to or makes or there is made an
                           application for any protection from its creditors
                           or is put into forced or voluntary liquidation, or
                           any Company shall otherwise enter into any
                           settlement or commence any proceedings under any
                           law, regulation or decree of any applicable
                           jurisdiction relating to reorganization,
                           arrangement, readjustments of debts, dissolution or
                           liquidation by reason of insolvency, whether now or
                           hereafter in effect, provided however that in the
                           event of as involuntary petition the Companies
                           shall have 30 days to get the proceedings dismissed
                           before it shall be an Event of Default; or


                  11.1.6   Authorizations and consents: Any action or
                           condition or thing (including the obtaining or
                           effecting of any any consent, approval,
                           authorization, exemption, filing, license, order,
                           recording or registration) at any time required to
                           be taken, fulfilled or done in order (i) to enable
                           each Company lawfully to enter into, exercise its
                           rights and perform and comply with

<PAGE>


                           its obligations hereunder, and (ii) to ensure that
                           those obligations are legally binding and
                           enforceable by each Company, is not taken,
                           fulfilled or done; or

                  11.1.7   Illegality: It is or will become unlawful or
                           unenforceable for any Company to perform or comply
                           with any one or more of its obligations hereunder,
                           on the understanding that in the case of the joint
                           obligation of each Company with respect to the
                           obligations of each other Company hereunder, an
                           Event of Default shall occur unless, within the
                           next following 120 calendar days, (a) resolutions
                           are adopted by the general extraordinary
                           shareholders' meeting of each Company (other than
                           Vitro Envases Norteamerica, S.A. de C.V.) (i)
                           respectively amending such Company's charter and
                           by-laws to expressly allow such Company to
                           guarantee at least the obligations of the other
                           Companies hereunder and their successors and (iii)
                           respectively ratifying the joint obligation of such
                           Company haeunder as from the date of this Agreement
                           pursuant to its terms, and (b) such resolutions are
                           properly notarized in accordance with applicable
                           law, and (c) the notarial instruments containing
                           the resolutions amending the charters and by-laws
                           abovementioned are properly registered at the
                           appropriate public registries of commerce in
                           accordance with applicable law;

                  11.1.8   Financial Covenants: In the event that the Companies
                           breach any of the financial covenants: or

                  11.1.9   Misrepresentatian: If any representation, warranty
                           or other statement made herein or in any
                           certificate or document delivered from any Company
                           to TCFC is incorrect or misleading in any material
                           respect as of the date at which it is made or
                           deemed to be made.


                  11.1.10  Material Adverse Effect: If any signifilcant change
                           that: (a) may negatively impact on or affect the
                           management, financial position, stockholders equity,
                           results of operations the business, operations,
                           property, condition (financial or otherwise) or
                           prospects of any Company; or (b) may have a
                           significant negative effect on the validity or
                           enforceability of this Agreement, or on the rights
                           or remedies of TCFC under this Agreement, or on the
                           Receivables, shall occur.


                  11.1.11. Chance of Control. TCFC may terminate this
                           Agreement, at its sole option, in the event that
                           there is any material change (of more than 50%) of
                           the current equity ownership interest in a Company,
                           except for, and to the extent that, any such change
                           derives from any corporate merger, consolidation,
                           spin-off and/or any other change in the equity
                           ownership interest of any of the Companies and as a
                           result of the same, any "affiliated entities" of any
                           of the Companies result to be the new equity owners
                           thereof. For purposes of this paragraph the term
                           "affiliated entities" shall mean any legal entities
                           which are, at such time, controlling or controlled
                           by Vitro Envases Norteamerica, SA de C.V.

                  11.2     Remedies: Upon the occurrence of any Event of
                           Default TCFC may, in its sole and absolute di-
                           scretion, without limitation, do any or all of the
                           following at any time thereafter.

                           (i)      By written notice to a Company, declare
                                    any amount outstanding under this
                                    Agreement immediately due and payable,
                                    whereupon the same shall become
                                    immediately due and payable;

                           (ii)     Cease making further purchases hereunder
                                    or otherwise terminate this Agreement;

                           (iii)    Notify Customers of TCFCs purchase of the
                                    Receivable;

                           (iv)     Proceed directly to collect or enforce any
                                    and all rights and remedies with respect
                                    to the Receivables,

                           (v)      Require the Companies to provide all
                                    endorsements to any instruments and to
                                    the Receivables as TCFC may require;

<PAGE>


                           (vi)     Require the Companies to segregate in a
                                    separate, traceable account, all proceeds
                                    from any of the Receivables purchased by
                                    TCFC; or

                           (vii)    Take any other action deemed reasonably
                                    necessary by TCFC in furtherance of any of
                                    the foregoing and the exercise of any of
                                    its remedies.

12.      Term and termination.

         12.1     The term of this Agreement will commence on the date of
                  execution by the parties hereto ("Effective Date") and will
                  continue for five (5) years from the date thereof, unless
                  earlier terminated in accordance with the provisions of this
                  Agreement. Either party may terminate this Agreement with or
                  without cause upon a 9-month prior written notice to the
                  other party. The parties may agree to extend the term of
                  this Agreement at any time. Upon termination of this
                  Agreement all obligations of the Companies and TCFC under
                  this Agreement which were incurred prior to the effective
                  date of termination shall remain in full force and effect
                  until fully satisfied by such respective parties.

         12.2     Notwithstanding anything herein to the contrary, it shall be
                  understood that the Companies may, at their sole option,
                  terminate this Agreement upon prior written notice in the
                  event that there is any material change (of more than 5O%)
                  of the current equity ownership interest in TCFC or its
                  ultimate controlling shareholder, except for, and to the
                  extent that any such change derives from any corporate
                  restructure, merger, consolidation, spin-off and/or any
                  other change in the equity ownership interest in TCFC or its
                  ultimate controlling shareholder and as a result of the
                  same, any "affiliated entities" of TCFC or of its ultimate
                  controlling shareholder result to be the new equity owners
                  thereof. For purposes of this paragraph the term "affiliated
                  entities" shall mean any legal entities which are, at such
                  time, controlling, controlled by or under common control
                  with TCFC or its ultimate controlling shareholder.

13. Exclusivity.

         13.1     During the term of this Agreement or any extension hereof,
                  the Companies agree that they will not enter into a
                  factoring agreement or financing program with any bank,
                  finance company, person or other entity involving the
                  factoring, sale, assumption of credit risk, assignment or
                  financing of Receivables.

14. Miscellaneous.

         14.1     Further cooperation. Each Company will execute whenever
                  requested by TCFC all reasonable documents and do such
                  things as TCFC may reasonably require to vest full legal
                  title to the Receivables in TCFC. Each Company irrevocably and
                  by way of security appoints TCFC its attorney in its name
                  and on its behalf following termination of this Agreement to
                  execute any such documents and also to collect, enforce,
                  realize, and give receipts and discharges for any
                  Receivables.

         14.2     Governing Law; Language. All construction and interpretatipn
                  of the terms, covenants and conditions hereof and all notices
                  given hereunder shall be in the English language. All
                  provisions of this Agreement relating to the transfer and
                  perfection of the ownership of Receivables shall be governed
                  under and construed in accordance with the laws of Mexico.
                  All other terms and provisions of this Agreement shall be
                  governed by and construed in accordance with the laws of the
                  State of Illinois, United States.

         14.3     Submission to jurisdiction. Each Company and TCFC hereby
                  irrevocably consents that any legal action or proceeding
                  against it or any of its property with respect to any of the
                  obligations arising hereunder or relating to this Agreement
                  may be brought in any of the following locations: (1) any
                  court located in the state, country, territory or province
                  where the party against whom an action is brought is
                  domiciled, or (ii) any court in federal or state court of the
                  United States of America located in the City of New York,
                  New York as the party bringing such action may elect, and by
                  execution and delivery of

<PAGE>


                  this Agreement each Company and TCFC hereby submits to and
                  accepts with regard to any such action or proceeding, for
                  itself and in respect of its property. generally and
                  unconditionally. the non-exclusive jurisdiction of the
                  aforesaid courts. The Companies or TCFC may serve process in
                  any manner permitted by law to bring any legal action or
                  proceeding or to obtain execution of judgment in any other
                  jurisdiction in the United States of America or of Mexico.
                  Each Company hereby irrevocably waives any objection which
                  it may now or hereafter have to the laying of the venue of
                  any suit, action or proceeding arising out of or relating to
                  this Agreement, in any of the above mentioned jurisdictions,
                  and hereby further irrevocably waives any claim that such
                  jurisdictions are not convenient forum for any suit, action
                  or proceeding.

         14.4     Waiver, remedies cumulative. No failure to exercise and no
                  delay in exercising on the part of the Companies or of TCFC,
                  of any right, power or privilege hereunder, shall operate as
                  a waiver thereof, nor shall any single or partial execise of
                  any right, power or privilege preclude any other or further
                  exercise thereof, or the execise of any other rights, power
                  or privilege. The rights and remedies herein provided are
                  cumulative and not exclusive of any rights or remedies
                  provided by law. No waiver in any particular instance shall
                  constitute a waiver in any other instance.

         14.5     Notices. Except as otherwise specified herein, all notices
                  to or upon the parties hereto under this Agreement shall be in
                  writing (including teletransmissions including by facsimile),
                  shall be given or made to the party to which such notice is
                  required or permitted to be given or made under this
                  Agreement at the address or telex or telecopier number set
                  forth below, or at such other address or telex or te1ecopier
                  number as any party hereto may hereafter specify to the
                  others by notice in writing, and (unless otherwise specified
                  herein) shall be deemed delivered: (a) on receipt or on
                  rejection of a tender of delivery, if teletransmitted or
                  delivered by hand (which includes a tender of delivery by
                  any commercially recognized overnight delivery service such
                  as Federal Express or UPS) and a teletransmission shall be
                  followed by sending an executed original by overnight
                  courier delivery addressed to the party: (a) TCFC at 5595
                  Trillium Boulevard, Hoffman Estates. IL. 60192. USA
                  facsimile number 847-747-7458; (b) the Companies at
                  Magallanes 517 Ote. Col. Trevino, Monterrey, N.L., Mexico,
                  C.P. 64550, telecopy 011-52-8-329-14-44; or at such other
                  address as the relevant party. may hereafter specify for such
                  purpose to the other by notice in writing. Any notice given
                  by TCFC under this to a Company may be given to any
                  Company and such notice shall be deemed to have been given
                  to such Company individually and as agent for all Companies
                  hereunder without the need to specify that any such notice is
                  being given to all Companies or to one Company, as agent for
                  all Companies.

         14.6     Assignments. This Agreement shall be binding upon and inure
                  to the benefit of the Companies and TCFC and their
                  respective successors or assigns, except that neither the
                  Companies nor TCFC may assign or transfer all or any part of
                  its rights or obligations hereunder without
                  the prior written consent of the other, except that TCFC may
                  assign this Agreement and the Companies hereby consent in
                  advance, to the agreement, to any entity affiliated with
                  or a subsidiary of or parent of TCFC.

         14.7     Titles. Titles under this Agreement are for ease of
                  reference only and shall not affect the construction or
                  interpretation thereof.

         14.8     Joint and Several Liability. Each Company hereby
                  acknowledges and agrees that it is jointly and severally
                  liable with each other Company for the obligations of each
                  Company hereunder, no matter howsoever arising, existing or
                  evidenced. TCFC, in enforcing its rights or collecting
                  amounts due to it hereunder may proceed against one or more
                  of the Companies, at TCFCs sole discretion.

<PAGE>



         14.9     Fees and Expenses. The Companies shall pay on demand, any
                  and all of TCFCs out of pocket fees and expenses, including,
                  without limitation, legal fees, that may be incurred by TCFC
                  in the collection of any amounts due to TCFC hereunder
                  whether now existing or hereafter arising, however such fees
                  and expenses due from the Companies shall not exceed the
                  actual out of pocket fees and expenses incurred by TCFC.
                  This covenant shall survive repayment of all of the
                  Rooeivables and termination of this Agreement.

         14.10    The liability of the Companies and TCFC shall in no way be
                  limited or impaired by any amendment or modification of this
                  Agreement; of the Servicing Agreement, unless specifically
                  addressed in such amendment or modification, any extensions
                  of time for performance in any of the foregoing, the
                  accuracy or inaccuracy of any of the representations of a
                  Company, the release of the Companies from performance or
                  observance of any of the agreements creating obligations of
                  the Companies to TCFC by operation of law, TCFCs or the
                  Companies' voluntary act or otherwise, or TCFCs failure to
                  require the Companies to pay any recourse obligations with
                  respect to any Receivable or to otherwise act with regard to
                  any Receivable.

         14.11    No delay on the Companies' or TCFCs part in exercising any
                  right, power or privilege heturder or under the Servicing
                  Agreement shall operate as a waiver of any privilege, power
                  or right of the Companies or TCFC hereunder. No waiver by
                  the Companies or TCFC in any instance shall constitute a
                  waiver in any other instance.


         14.12    This Agreement may be executed in one or more counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.


                              TRANSAMERICA COMMERCIAL
                              FINANCIAL CORPORATION

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              VITRO ENVASES NORTEAMERICA, S.A. DE C.V.

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              VIDRIERA MONTERREY, S.A. DE C.V.

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              VIDRIERA MEXICO, S.A. DE C.V.

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              VIDRIERA LOS REYES, S.A. DE C.V.

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              VIDRIERA GUADALAJARA S.A. DE C.V.

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              VIDRIERA QUERETARO, S.A. DE C.V.

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              VIDRIERA TOLUCA, S.A. DE C.V.

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              VIDRIERA MEXICALI, S.A. DE C.V.

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:


                              COMPANIA MEXICANA DE ENVASES,
                              S.A. DE C.V.

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title:

                              By:
                                  ----------------------------------------
                                  Name:
                                  Title: