EXHIBIT
      4.20






EXECUTION
      COPY




**Vitro
      Envases Norteamérica, S.A. de C.V.**




U.S.
      $170,000,000


10.75%
      Senior Secured Guaranteed Notes **** Due
      2011




Purchase
      Agreement




July
      16,
      2004




Citigroup
      Global Markets Inc.


As
      Representative of the Initial Purchasers


388
      Greenwich Street


New
      York,
      New York 10013




Ladies
      and Gentlemen:




Vitro
      Envases Norteamérica, S.A. de C.V., a corporation organized under the laws of
      Mexico (the “Company”), proposes to issue and sell to the several parties named
      in Schedule I hereto (the “Initial Purchasers”), for whom Citigroup Global
      Markets Inc. (the “Representative”) is acting as representative,
      U.S.$170,000,000 principal amount of its 10.75% Senior Secured Guaranteed Notes
      Due 2011 (the “Securities”). The Securities are to be issued under an indenture
      (the “Indenture”), to be dated as of the Closing Date, between the Company and
      The Bank of New York, as trustee (the “Trustee”). To the extent there are no
      additional parties listed on Schedule I other than the Representative, the
      term
      Representative as used herein shall mean the Representative in its capacity
      as
      the Initial Purchaser. The use of the neuter in this Agreement shall include
      the
      feminine and masculine wherever appropriate. Certain terms used herein are
      defined in Section 22 hereof.




The
      sale
      of the Securities to the Initial Purchasers will be made without registration
      of
      the Securities under the Act in reliance upon exemptions from the registration
      requirements of the Act.




In
      connection with the sale of the Securities, the Company has prepared a
      preliminary offering memorandum, dated July 1, 2004 (as amended or supplemented
      at the date thereof, including any and all exhibits thereto, and any information
      incorporated by reference therein, the “Preliminary Memorandum”), and a final
      offering memorandum, dated July 16, 2004 (as amended or supplemented at the
      Execution Time, including any and all exhibits thereto and any information
      incorporated by reference therein, the “Final Memorandum”). Each of the
      Preliminary Memorandum and the Final Memorandum sets forth certain information
      concerning the Company and the Securities. The Company hereby confirms that
      it
      has authorized the use of the Preliminary Memorandum and the Final Memorandum,
      and any amendment or supplement thereto, in connection with the offer and sale
      of the Securities by the Initial Purchasers. Unless stated to the contrary,
      any
      references herein to the terms “amend”, “amendment” or “supplement” with respect
      to the Final Memorandum shall be deemed to refer to and include any















information
          filed under the Exchange Act subsequent to the Execution Time that is
          incorporated by reference therein.
  1.  Representations
          and Warranties .
          The
          Company represents and warrants to each Initial Purchaser as set forth
          below in
          this Section 1.
  (a)  The
          Preliminary Memorandum, at the date thereof, did not contain any untrue
          statement of a material fact or omit to state any material fact necessary
          to
          make the statements therein, in the light of the circumstances under which
          they
          were made, not misleading. At the Execution Time and on the Closing Date,
          the
          Final Memorandum did not and will not (and any amendment or supplement
          thereto,
          at the date thereof and at the Closing Date, will not) contain any untrue
          statement of a material fact or omit to state any material fact necessary
          to
          make the statements therein, in the light of the circumstances under which
          they
          were made, not misleading; provided , however ,
          that
          the Company makes no representation or warranty as to the information contained
          in or omitted from the Preliminary Memorandum or the Final Memorandum,
          or any
          amendment or supplement thereto, in reliance upon and in conformity with
          information furnished in writing to the Company by or on behalf of the
          Initial
          Purchasers through the Representative specifically for inclusion
          therein.
  (b)  None
          of
          the Company, its Affiliates, or any person acting on its or their behalf
          (other
          than the Initial Purchasers, as to which the Company makes no representation)
          has, directly or indirectly, made offers or sales of any security, or solicited
          offers to buy, any security under circumstances that would require the
          registration of the Securities under the Act.
  (c)  None
          of
          the Company, its Affiliates, or any person acting on its or their behalf
          (other
          than the Initial Purchasers, as to which the Company makes no representation)
          has: (i) engaged in any form of general solicitation or general advertising
          (within the meaning of Regulation D) in connection with any offer or sale
          of the
          Securities or (ii) engaged in any directed selling efforts (within the
          meaning
          of Regulation S) with respect to the Securities; and each of the Company,
          its
          Affiliates and each person acting on its or their behalf (other than the
          Initial
          Purchasers, as to which the Company makes no representation) has complied
          with
          the offering restrictions requirement of Regulation S **.**
  (d)  The
          Securities satisfy the eligibility requirements of Rule 144A(d)(3) under
          the
          Act.
  (e)  The
          Company is a “foreign issuer” (as defined in Regulation S).
  (f)  The
          Company has been advised by the NASD’s PORTAL Market that the Securities have
          been designated PORTAL-eligible securities in accordance with the rules
          and
          regulations of the NASD.
  (g)  No
          registration under the Act of the Securities is required for the offer
          and sale
          of the Securities to or by the Initial Purchasers in the manner contemplated
          herein and in the Final Memorandum.
  (h)     
          The Company is not, and after giving effect to the offering and sale of
          the
          Securities and the application of the proceeds thereof as described in
          the Final
          Memorandum will
    2
   not
            be,
            an “investment company” as defined in the Investment Company Act, without taking
            account of any exemption arising out of the number of holders of the
            Company’s
            securities.
  (i)  The
            Company has not paid or agreed to pay to any Person any compensation
            for
            soliciting another to purchase the Securities (except as contemplated
            in this
            Agreement).
  (j)  None
            of
            the Company, its Affiliates or any of its or their respective directors,
            officers or controlling persons has taken, directly or indirectly, any
            action
            designed to or that has constituted or that might reasonably be expected
            to
            cause or result, under the Exchange Act or otherwise, in stabilization
            or
            manipulation of the price of any security of the Company to facilitate
            the sale
            of the Securities to or by the Initial Purchasers.
  (k)  It
            is not
            necessary, in connection with the offer and issuance of the Securities
            in the
            manner contemplated by the Final Memorandum and this Agreement to qualify
            the
            Indenture under the Trust Indenture Act.
  (l)  Annex
            A
            sets forth all of the subsidiaries of the Company (each a “Subsidiary”) and the
            Company’s equity interest in such entity as of the Execution Time and on the
            Closing Date. The Subsidiaries listed on Annex B attached hereto are
            the only
“significant subsidiaries” of the Company (as defined in Rule 1-02 of the
            Regulation S-X under the Act). Upon the closing of the purchase and sale
            of the
            Securities, the Company directly or through one of its Subsidiaries will
            acquire
            all of the capital stock of Vitro Packaging, Inc. (“Vitro Packaging”) and shares
            of capital stock representing 49.7% of the capital stock of Empresas
            Comegua,
            S.A. (“Comegua”). Each of the Company and its Subsidiaries has been duly
            incorporated, is validly existing under the laws of the jurisdiction
            in which it
            was incorporated and, where applicable, is in good standing under the
            laws of
            the jurisdiction in which it is chartered or organized with full corporate
            power
            and authority to own or lease, as the case may be, and to operate its
            properties
            and conduct its business as described in the Final Memorandum, and is
            duly
            qualified to do business as a foreign corporation and is in good standing
            under
            the laws of each jurisdiction that requires such qualification, other
            than where
            the failure to be so qualified or in good standing would not have a material
            adverse effect on the Company and its Subsidiaries, taken as a
            whole.
  (m)  Except
            as
            otherwise set forth in the Final Memorandum, (i) all the outstanding
            shares of
            capital stock of each Subsidiary of the Company have been duly authorized
            and
            validly issued and are fully paid and nonassessable, and (ii) all outstanding
            shares of capital stock of the Subsidiaries of the Company are owned
            by the
            Company either directly or through wholly owned Subsidiaries free and
            clear of
            any security interest, claim, lien or encumbrance.
  (n)  The
            statements in the Final Memorandum under the headings “Certain Income Tax
            Considerations”, “Description of the Notes”, “Business - Legal Proceedings”, and
“Business - Environmental Matters” fairly summarize the matters therein
            described.
  (o)  This
            Agreement has been duly authorized, executed and delivered by the Company;
            each
            of the Master Collateral and Intercreditor Agreement and the
            other
            Collateral Documents has
            been
            duly authorized by each of the Company and any Grantor Subsidiary which
            is a
            party thereto and, assuming due authorization, execution and delivery
            by each of
            the parties
    3
   thereto
            (other than the Company or any Grantor Subsidiary), when executed and
            delivered,
            will constitute a legal, valid and binding instrument enforceable against
            each
            of the Company and any Grantor Subsidiary which is a party thereto in
            accordance
            with its terms (subject, as to the enforcement of remedies, to applicable
            bankruptcy, reorganization, insolvency, moratorium or other laws affecting
            creditors’ rights generally from time to time in effect and to general
            principles of equity); the Indenture has been duly authorized by the
            Company and
            each Note Guarantor and, assuming due authorization, execution and delivery
            thereof by the Trustee, when executed and delivered by the Company and
            each Note
            Guarantor, will constitute a legal, valid, binding instrument enforceable
            against the Company and each Note Guarantor in accordance with its terms
            (subject, as to the enforcement of remedies, to applicable bankruptcy,
            reorganization, insolvency, moratorium or other laws affecting creditors’ rights
            generally from time to time in effect and to general principles of equity);
            and
            the Securities have been duly authorized by the Company, and, when executed
            and
            authenticated in accordance with the provisions of the Indenture and
            delivered
            to and paid for by the Initial Purchasers, will have been duly executed
            and
            delivered by the Company and will constitute the legal, valid and binding
            obligations of the Company entitled to the benefits of the Indenture
            (subject,
            as to the enforcement of remedies, to applicable bankruptcy, reorganization,
            insolvency, moratorium or other laws affecting creditors’ rights generally from
            time to time in effect and to general principles of equity).
  (p)  Each
            of
            the Company and the Grantor Subsidiaries has all requisite corporate
            power and
            authority, and has taken all requisite corporate or other actions necessary
            to
            execute, deliver and perform its respective obligations under each of
            this
            Agreement, the Collateral Documents, the Indenture and the Securities
            to which
            it is a party. No consent, approval, authorization, filing with or order
            of any
            court or governmental agency or body is required in connection with the
            transactions contemplated herein, in the Indenture, the Collateral Documents
            and
            the Securities, except such as may be required under (i) the blue sky
            laws of
            any jurisdiction in which the Securities are offered and sold, (ii) the
            rules of
            the National Securities Registry ( *Registro
            Nacional de Valores* )
            of the
            National Securities and Banking Commission ( *Comisión
            Nacional Bancaria y de Valores* ),
            (iii)
            the filing of UCC financing statements in the requisite U.S. jurisdictions
            in
            order to perfect those security interests granted by the Collateral Documents
            that may be perfected by filing a UCC financing statement in a U.S.
            jurisdiction, (iv) the filing of a UCC termination statement with the
            Secretary
            of State of the State of Delaware relating to the accounts receivable
            and
            inventory of Vitro Packaging, (v) the registration of the non-possessory
            pledge
            agreements relating to the accounts receivable (except for the accounts
            receivable of certain Mexican Grantor Subsidiaries which are excluded),
            inventory and machinery and equipment of the Mexican Grantor Subsidiaries
            in the
            Public Registry of Commerce ( *Registro
            Publico de Comercio* )
            of the
            state within Mexico where the corresponding Mexican Grantor Subsidiary
            has its
            corporate domicile, (vi) the registration of Mortgages relating to real
            estate
            of Mexican Grantor Subsidiaries in the Public Registry of Property ( *Registro
            Publico de la Propiedad* )
            corresponding to the location of the mortgaged real estate, and (vii)
            any
            filings relating to the pledge of the Comegua shares.
  (q)     
            None of the execution and delivery of the Indenture, the Collateral Documents,
            or this Agreement, the issuance and sale of the Securities, or the consummation
            of any other of the transactions herein or therein contemplated, or the
            fulfillment of the terms hereof or thereof will conflict with, result
            in a
            breach or violation or imposition of any lien, charge or
    4








encumbrance
        upon any property or assets of the Company or any of its Subsidiaries pursuant
        to, (i) the *estatutos
        sociales* or
        comparable constituting documents of Vitro, S.A. de C.V., the Company or
        any of
        their Subsidiaries, except for the requirement in the *estatutos
        sociales* of
        Vitro,
        S.A. de C.V. that any sale of shares of a subsidiary engaged in the production
        of glass requires the approval of Vitro, S.A. de C.V.’s shareholders, as
        disclosed in the Final Memorandum; (ii) the terms of any indenture, contract,
        lease, mortgage, deed of trust, note agreement, loan agreement or other
        agreement, obligation, condition, covenant or instrument (other than the
        Collateral Documents) to which Vitro, S.A. de C.V., the Company or any of
        their
        Subsidiaries is a party or bound or to which its or their property is subject;
        or (iii) any statute, law, rule, regulation, judgment, order or decree of
        any
        court, regulatory body, administrative agency, governmental body, arbitrator
        or
        other authority having jurisdiction over Vitro, S.A. de C.V., the Company
        or any
        of their Subsidiaries or any of its or their properties.
  (r)  None
        of
        the execution and delivery of the Vitro Packaging Merger Agreement, or the
        consummation of any other of the transactions therein contemplated, or the
        fulfillment of the terms thereof will conflict with, result in a breach or
        violation or imposition of any lien, charge or encumbrance upon any property
        or
        assets of the Company or any of its Subsidiaries pursuant to, (a) the *estatutos
        sociales* or
        comparable constituting documents of Vitro Packaging, the Company or any
        of its
        Subsidiaries; (b) the terms of any indenture, contract, lease, mortgage,
        deed of
        trust, note agreement, loan agreement or other agreement, obligation, condition,
        covenant or instrument (other than the Collateral Documents) to which Vitro
        Packaging, the Company or any of its Subsidiaries is a party or bound or
        to
        which its or their property is subject; or (c) any statute, law, rule,
        regulation, judgment, order or decree of any court, regulatory body,
        administrative agency, governmental body, arbitrator or other authority having
        jurisdiction over Vitro Packaging, the Company or any of its Subsidiaries
        or any
        of its or their properties.
  (s)  None
        of
        the execution and delivery of the Comegua Share Purchase Agreement, or the
        consummation of any other of the transactions therein contemplated, or the
        fulfillment of the terms thereof will conflict with, result in a breach or
        violation or imposition of any lien, charge or encumbrance upon any property
        or
        assets of the Company or any of its Subsidiaries pursuant to, (a) the *estatutos
        sociales* or
        comparable constituting documents of Comegua, the Company or any of their
        Subsidiaries; (b) the terms of any indenture, contract, lease, mortgage,
        deed of
        trust, note agreement, loan agreement or other agreement, obligation, condition,
        covenant or instrument (other than the Collateral Documents) to which Comegua,
        the Company or any of their Subsidiaries is a party or bound or to which
        its or
        their property is subject; or (c) any statute, law, rule, regulation, judgment,
        order or decree of any court, regulatory body, administrative agency,
        governmental body, arbitrator or other authority having jurisdiction over
        Comegua, the Company or any of their Subsidiaries or any of its or their
        properties.
  (t)     
        The audited combined financial statements and schedules of the Company, Vitro
        Packaging, Comegua and their respective consolidated subsidiaries, included
        or
        incorporated by reference in the Final Memorandum fairly present their combined
        financial condition, results of operations and cash flows as of the dates
        and
        for the periods indicated, and have been prepared in conformity with generally
        accepted accounting principles in Mexico applied on a consistent basis
        throughout the periods involved (except as otherwise noted therein);
   5
  the
          selected financial data set forth under the caption “Selected Combined Financial
          Information” in the Final Memorandum fairly present, on the basis stated in the
          Final Memorandum, the information included or incorporated by reference
          therein.
  (u)  No
          action, suit or proceeding by or before any court or governmental agency,
          authority or body or any arbitrator involving the Company or any of its
          Subsidiaries or its or their property is pending or, to the best knowledge
          of
          the Company, threatened that (i) could reasonably be expected to
          have a
          material adverse effect on the performance of this Agreement, the Collateral
          Documents, or the Indenture, or the consummation of any of the transactions
          contemplated hereby or thereby or (ii) could reasonably be expected to
          have a
          material adverse effect on the condition (financial or otherwise), prospects,
          earnings, business or properties of the Company and its Subsidiaries, taken
          as a
          whole, whether or not arising from transactions in the ordinary course
          of
          business (a “Material Adverse Effect”), except as set forth in or contemplated
          in the Final Memorandum (exclusive of any amendment or supplement thereto).
  (v)  On
          and as
          of the Closing Date, all representations made in the Collateral Documents
          entered into on or prior to the date hereof are true and correct and the
          Company
          and the Grantor Subsidiaries are in compliance with all of their respective
          covenants and obligations under the Collateral Documents entered into on
          or
          prior to the date hereof.
  (w)  Each
          of
          the Company and its Subsidiaries has good and marketable title in fee simple
          to
          all real property purported to be owned by it and owns all of its personal
          property purported to be owned by it, in each case, free and clear of all
          liens,
          encumbrances, claims and defects except (i) in the case of Collateral (or
          property in respect of which the Company or any of its Subsidiaries has
          agreed
          in the Master Collateral and Intercreditor Agreement to use reasonable
          best
          efforts to create a perfected security interest after the Closing Date),
          Collateral Permitted Liens or as described in the Final Memorandum (exclusive
          of
          any amendment or supplement thereto), (ii) the liens, claims and defects
          securing the obligations under the Glass Containers Credit Facility, which
          liens
          shall be terminated at the Closing Date, and liens
          created in connection with the sale of accounts receivables under the Factoring
          Agreement for the Purchase and Sale of Accounts Receivables dated as of
          August
          4, 2000 (the "Transamerica Facility"), among Transamerica Commercial Finance
          Corporation and certain Subsidiaries, as amended and (iii)
          in
          the case of all other property of the Company or its Subsidiaries, any
          that are
          not material. The Collateral Permitted Liens do not and will not materially
          and
          adversely affect the value of the Collateral.
  (x)  Neither
          the Company nor any of its Subsidiaries is in violation or default of (i)
          any
          provision of its *estatutos
          sociales* or
          comparable constituting documents; (ii) the terms of any indenture, contract,
          lease, mortgage, deed of trust, note agreement, loan agreement or other
          agreement, obligation, condition, covenant or instrument to which it is
          a party
          or bound or to which its property is subject; or (iii) any statute, law,
          rule,
          regulation, judgment, order or decree applicable to the Company or any
          of its
          Subsidiaries of any court, regulatory body, administrative agency, governmental
          body, arbitrator or other authority having jurisdiction over the Company
          or such
          subsidiary or any of its properties, as applicable, other than violations
          and
          defaults with respect to clauses (ii) and (iii) which individually and
          in the
          aggregate are not material to the Company and its Subsidiaries, taken as
          a
          whole, or to the holders of the Securities.
    6
   (y)  Deloitte Touche
            Tohmatsu, who have certified the combined financial statements of the
            Company,
            Vitro Packaging, Comegua and their respective consolidated subsidiaries
            and
            delivered their report with respect to the audited combined financial
            statements
            and schedules included or incorporated by reference in the Final Memorandum,
            are
            independent public accountants with respect to the Company, Vitro Packaging
            and
            the Note Guarantors within the meaning of generally accepted accounting
            principles in Mexico.
  (z)  There
            are
            no stamp or other issuance or transfer taxes or duties or other similar
            fees or
            charges required to be paid in connection with the execution and delivery
            of
            this Agreement or the issuance or sale by the Company to the Initial
            Purchasers
            of the Securities, other than any paid by the Company.
  (aa)  Each
            of
            the Company and its Subsidiaries has filed all foreign, federal, state
            and local
            tax returns that are required to be filed or has requested extensions
            thereof
            (except in any case in which the failure so to file would not have a
            Material
            Adverse Effect and except as set forth in or contemplated in the Final
            Memorandum (exclusive of any amendment or supplement thereto)) and has
            paid all
            taxes required to be paid by it and any other assessment, fine or penalty
            levied
            against it, to the extent that any of the foregoing is due and payable,
            except
            (i) for any such assessment, fine or penalty that is currently being
            contested
            in good faith or as would not have a Material Adverse Effect and (ii)
            as set
            forth in or contemplated in the Final Memorandum (exclusive of any amendment
            or
            supplement thereto).
  (bb)  No
            labor
            problem or dispute with the employees of the Company or any of its Subsidiaries
            exists or, to the knowledge of the Company, is threatened or imminent,
            and the
            Company is not aware of any existing or imminent labor disturbance by
            the
            employees of any of its or its Subsidiaries’ principal suppliers, contractors or
            customers, except as would not have a Material Adverse Effect or as set
            forth in
            or contemplated in the Final Memorandum (exclusive of any amendment or
            supplement thereto).
  (cc)  The
            Company and each of its Subsidiaries are insured by insurers of recognized
            financial responsibility against such losses and risks and in such amounts
            as
            are prudent and customary in the businesses in which they are engaged;
            all
            policies of insurance and fidelity or surety bonds insuring the Company
            or any
            of its Subsidiaries or their respective businesses, assets, employees,
            officers
            and directors are in full force and effect; the Company and its Subsidiaries
            are
            in compliance in all material respects with the terms of such policies
            and
            instruments; there are no material claims by the Company or any of its
            Subsidiaries under any such policy or instrument as to which any insurance
            company is denying liability or defending under a reservation of rights
            clause;
            neither the Company nor any of its Subsidiaries has been refused any
            insurance
            coverage sought or applied for; and neither the Company nor any of its
            Subsidiaries has any reason to believe that it will not be able to renew
            its
            existing insurance coverage as and when such coverage expires or to obtain
            similar coverage from similar insurers as may be necessary to continue
            its
            business at a cost that would not have a Material Adverse Effect except
            as set
            forth in or contemplated in the Final Memorandum (exclusive of any amendment
            or
            supplement thereto).
  (dd)    
            No subsidiary of the Company is currently prohibited or otherwise restricted,
            directly or indirectly, from paying any dividends to the Company, from
            making
            any
   7
   other
              distribution on such subsidiary’s capital stock, from repaying to the Company
              any loans or advances to such subsidiary from the Company, from paying
              any fees
              or other amounts in account for services or from transferring any of
              such
              subsidiary’s property or assets to the Company or any other subsidiary of the
              Company, except (i) under Section 10.2.1 of the Transamerica Facility,
              and (ii)
              as described in or contemplated in the Final Memorandum (exclusive
              of any
              amendment or supplement thereto).
  (ee)  The
              Company and its Subsidiaries possess all licenses, certificates, permits
              and
              other authorizations issued by the appropriate federal, state or foreign
              regulatory authorities necessary to conduct their respective businesses,
              other
              than such licenses, certificates, permits or other authorization the
              failure of
              which to possess would not have a Material Adverse Effect; neither
              the Company
              nor any of its Subsidiaries has received any notice of proceedings
              relating to
              the revocation or modification of any such license, certificate, authorization
              or permit which, singly or in the aggregate, if the subject of an unfavorable
              decision, ruling or finding, would reasonably be expected to have a
              Material
              Adverse Effect, except as set forth in or contemplated in the Final
              Memorandum
              (exclusive of any amendment or supplement thereto).
  (ff)  The
              Company and each of its Subsidiaries maintain a system of internal
              accounting
              controls sufficient to provide reasonable assurance that (i) transactions
              are executed in accordance with management’s general or specific authorizations;
              (ii) transactions are recorded as necessary to permit preparation of
              financial
              statements in conformity with generally accepted accounting principles
              in Mexico
              and to maintain asset accountability; (iii) access to assets is permitted
              only
              in accordance with management’s general or specific authorization; and (iv) the
              recorded accountability for assets is compared with the existing assets
              at
              reasonable intervals and appropriate action is taken with respect to
              any
              differences.
  (gg)  The
              Company has no reason to believe that the statistical and market-related
              data
              included in the Final Memorandum are based on or derived from sources
              that are
              not reliable and accurate in all material respects.
  (hh)  The
              Company and its Subsidiaries (i) are in compliance with any and all
              applicable
              Mexican and foreign, federal, state and local laws and regulations
              relating to
              the protection of human health and safety, the environment or hazardous
              or toxic
              substances or wastes, pollutants or contaminants (“Environmental Laws”); (ii)
              have received and are in compliance with all permits, licenses or other
              approvals required of them under applicable Environmental Laws to conduct
              their
              respective businesses; and (iii) have not received notice of any actual
              or
              potential liability under any Environmental Law, except, in the case
              of clauses
              (i) through (iii), where such non-compliance with Environmental Laws,
              permits,
              licenses or other approvals, failure to receive required permits, licenses
              or
              other approvals, or liability would not, individually or in the aggregate,
              have
              a Material Adverse Effect, except as set forth in or contemplated in
              the Final
              Memorandum (exclusive of any amendment or supplement thereto). Except
              as set
              forth in the Final Memorandum, neither the Company nor any of its Subsidiaries
              has been named as a “potentially responsible party” under the Comprehensive
              Environmental Response, Compensation, and Liability Act of 1980, as
              amended.
  (ii)  In
              the
              ordinary course of its business, the Company periodically reviews the
              effect of
              Environmental Laws on the business, operations and properties of the
              Company and
              its
   8
    Subsidiaries,
              in the course of which it identifies and evaluates associated costs
              and
              liabilities (including, without limitation, any capital or operating
              expenditures required for clean-up, closure of properties or compliance
              with
              Environmental Laws, or any permit, license or approval, any related
              constraints
              on operating activities and any potential liabilities to third parties).
              On the
              basis of such review, the Company has reasonably concluded that such
              associated
              costs and liabilities could not, singly or in the aggregate, reasonably
              be
              expected to have a Material Adverse Effect, except as set forth in
              the Final
              Memorandum (exclusive of any amendment or supplement thereto).
  (jj)  None
              of
              the Company, its Subsidiaries or, to the knowledge of the Company,
              any director,
              officer, agent, employee or Affiliate of the Company or any of its
              Subsidiaries
              is aware of or has taken any action, directly or indirectly, that would
              result
              in a violation by such persons of the Foreign Corrupt Practices Act
              of 1977, as
              amended, and the rules and regulations thereunder (the “FCPA”), including,
              without limitation, making use of the mails or any means or instrumentality
              of
              interstate commerce corruptly in furtherance of an offer, payment,
              promise to
              pay or authorization of the payment of any money, or other property,
              gift,
              promise to give, or authorization of the giving of anything of value
              to any
“foreign official” (as such term is defined in the FCPA) or any foreign
              political party or official thereof or any candidate for foreign political
              office, in contravention of the FCPA; and the Company, its Subsidiaries
              and, to
              the knowledge of the Company, its Affiliates have conducted their businesses
              in
              compliance with the FCPA and have instituted and maintain policies
              and
              procedures designed to ensure, and which are reasonably expected to
              continue to
              ensure, continued compliance therewith.
  (kk)  The
              Company and its Subsidiaries own, possess, license or have other rights
              to use
              all patents, patent applications, trade and service marks, trade and
              service
              mark registrations, trade names, copyrights, licenses, inventions,
              trade
              secrets, technology, know-how and other intellectual property (collectively,
              the
“Intellectual Property”) necessary for the conduct of the Company’s business as
              now conducted or as proposed in the Final Memorandum to be conducted,
              except
              where the failure to own, possess, license or have other rights to
              use such
              Intellectual Property would not reasonably be expected to have a Material
              Adverse Effect. Except as set forth in the Final Memorandum, there
              is no pending
              or, to the Company’s knowledge, threatened action, suit, proceeding or claim by
              others challenging the validity or scope of any of the Intellectual
              Property,
              and the Company is unaware of any facts that would form a reasonable
              basis for
              any such claim. Except as set forth in the Final Memorandum, there
              is no pending
              or, to the Company’s knowledge, threatened action, suit, proceeding or claim by
              others that the Company or any of its Subsidiaries infringes or otherwise
              violates any patent, trademark, copyright, trade secret or other proprietary
              rights of others, and the Company is unaware of any other fact that
              would form a
              reasonable basis for any such claim.
  (ll)  The
              operations of the Company and its Subsidiaries are and have been conducted
              at
              all times in compliance with applicable financial recordkeeping and
              reporting
              requirements of the Currency and Foreign Transactions Reporting Act
              of 1970, as
              amended, the money laundering statutes of all jurisdictions, the rules
              and
              regulations thereunder and any related or similar rules, regulations
              or
              guidelines, issued, administered or enforced by any governmental agency
              (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by
              or before any court or governmental agency, authority or body or any
              arbitrator
    9
    involving
              the Company or any of its Subsidiaries with respect to the Money Laundering
              Laws
              is pending or, to the best knowledge of the Company, threatened.
  (mm)  None
              of
              the Company, any of its Subsidiaries or, to the knowledge of the Company,
              any
              director, officer, agent, employee or Affiliate of the Company or any
              of its
              Subsidiaries is currently subject to any U.S. sanctions administered
              by the
              Office of Foreign Assets Control of the U.S. Department of the Treasury
              (“OFAC”); and the Company will not directly or indirectly use the proceeds
              of
              the offering of the Securities hereunder, or lend, contribute or otherwise
              make
              available such proceeds to any subsidiary, joint venture partner or
              other person
              or entity, for the purpose of financing the activities of any person
              currently
              subject to any U.S. sanctions administered by OFAC.
  Any
              certificate signed by any officer of the Company and delivered to the
              Representative or counsel for the Initial Purchasers in connection
              with the
              offering of the Securities shall be deemed a representation and warranty
              by the
              Company, as to matters covered thereby, to each Initial Purchaser.
  2.  Purchase
              and Sale . 
              Subject to the terms and conditions and in reliance upon the representations
              and
              warranties herein set forth, the Company agrees to sell to each Initial
              Purchaser, and each Initial Purchaser agrees, severally and not jointly,
              to
              purchase from the Company, at a purchase price of 93.816% of the principal
              amount thereof, plus accrued interest, if any, from July 16, 2004 to
              the Closing
              Date, the principal amount of Securities set forth opposite such Initial
              Purchaser’s name in Schedule I hereto.
  3.  Delivery
              and Payment . 
              Delivery of and payment for the Securities shall be made at 10:00 A.M.,
              New York
              City time, on July 23, 2004, or at such time on such later date not
              more than
              three Business Days after the foregoing date as the Representative
              shall
              designate, which date and time may be postponed by agreement between
              the
              Representative and the Company or as provided in Section 9 hereof (such
              date and
              time of delivery and payment for the Securities being herein called
              the “Closing
              Date”). Delivery of the Securities shall be made to the Representative for
              the
              respective accounts of the several Initial Purchasers against payment
              by the
              several Initial Purchasers through the Representative of the purchase
              price
              thereof to or upon the order of the Company by wire transfer payable
              in same-day
              funds to the account specified by the Company. Delivery of the Securities
              shall
              be made through the facilities of the Depository Trust Company **** unless
              the Representative shall otherwise instruct.
  4.  Offering
              by Initial Purchasers . (a) Each Initial Purchaser acknowledges that the Securities have not been
              and will
              not be registered under the Act and may not be offered or sold within
              the United
              States or to, or for the account or benefit of, U.S. persons, **** except
              pursuant to an exemption from, or in a transaction not subject to,
              the
              registration requirements of the Act.
  (b)  Each
              Initial Purchaser, severally and not jointly, represents and warrants
              to and
              agrees with the Company that:
  (i)  
              it has not offered or sold, and will not offer or sell, any Securities
              within
              the United States or to, or for the account or benefit of, U.S. persons,
              (x) as
    10
  part
              of
              their distribution at any time or (y) otherwise until 40 days after
              the later of
              the commencement of the offering and the date of closing of the offering
              except:
  (A) to those it reasonably believes to be “qualified institutional
              buyers” (as defined in Rule 144A under the Act) or
  (B)      
in
              accordance with Rule 903 of Regulation S;
  (ii)  neither
              it nor any person acting on its behalf has made or will make offers
              or sales of
              the Securities in the United States by means of any form of general
              solicitation
              or general advertising (within the meaning of Regulation D) in the
              United
              States;
  (iii)  in
              connection with each sale pursuant to Section 4(b)(i)(A), it has taken
              or will
              take reasonable steps to ensure that the purchaser of such Securities
              is aware
              that such sale is being made in reliance on Rule 144A;
  (iv)  neither
              it, nor any of its Affiliates nor any person acting on its or their
              behalf has
              engaged or will engage in any directed selling efforts (within the
              meaning of
              Regulation S) with respect to the Securities;
  (v)  it
              has
              not entered and will not enter into any contractual arrangement with
              any
              distributor (within the meaning of Regulation S) with respect
              to the
              distribution of the Securities, except with its Affiliates or with
              the prior
              written consent of the Company;
  (vi)  it
              and
              its Affiliates have complied and will comply with the offering restrictions
              requirement of Regulation S;
  (vii)  at
              or
              prior to the confirmation of sale of Securities (other than a sale
              of Securities
              pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent
              to each
              distributor, dealer or person receiving a selling concession, fee or
              other
              remuneration that purchases Securities from it during the distribution
              compliance period (within the meaning of Regulation S) a confirmation
              or
              notice to substantially the following effect:
  “The
              Securities covered hereby have not been registered under the U.S. Securities
              Act
              of 1933 (the “Act”) and may not be offered or sold within the United States or
              to, or for the account or benefit of, U.S. persons (i) as part of their
              distribution at any time or (ii) otherwise until 40 days after the
              later of the
              commencement of the offering and the date of closing of the offering,
              except in
              either case in accordance with Regulation S or Rule 144A under the
              Act.
              Additional restrictions on the offer and sale of the Securities are
              described in
              the offering memorandum for the Securities. **** Terms
              used in this paragraph have the meanings given to them by Regulation
              S.”
  (viii)  it
              has
              not offered or sold and, prior to the date six months after the date
              of issuance
              of the Securities, will not offer or sell any Securities to persons
              in
    11
  the
              United Kingdom except to persons whose ordinary activities involve
              them in
              acquiring, holding, managing or disposing of investments (as principal
              or as
              agent) for the purposes of their businesses or otherwise in circumstances
              which
              have not resulted and will not result in an offer to the public in
              the United
              Kingdom within the meaning of the Public Offers of Securities Regulations
              1995;
  (ix)  it
              has
              only communicated or caused to be communicated and will only communicate
              or
              cause to be communicated any invitation or inducement to engage in
              investment
              activity (within the meaning of section 21 of the Financial Services
              and Markets
              Act of 2000 (the “FSMA”)) received by it in connection with the issue or sale of
              any Securities, in circumstances in which section 21(1) of the FSMA
              does not
              apply to the Company;
  (x)  it
              is an
“accredited investor” (as defined in Rule 501(a) of Regulation D);
              and
  (xi)  it
              understands that no action has been or will be taken by the Company
              that would
              permit a public offering or possession or distribution of the Preliminary
              Memorandum or the Final Memorandum or any other offering or publicity
              material
              relating to the Securities, in any country or jurisdiction where action
              for that
              purpose is required.
  5.  Agreements . 
              The Company agrees with each Initial Purchaser that:
  (a)  The
              Company will furnish to each Initial Purchaser and to counsel for the
              Initial
              Purchasers, without charge, during the period referred to in paragraph
              (c)
              below, as many copies of the Final Memorandum and any amendments and
              supplements
              thereto as they may reasonably request.
  (b)  The
              Company will not amend or supplement the Final Memorandum, without,
              prior to
              such amendment or supplement, furnishing to the Representative a copy
              of such
              proposed amendment or supplement for review, and the Company will not
              distribute
              any such proposed amendment or supplement to which the Representative
              reasonably
              objects.
  (c)  If
              at any
              time prior to the completion of the sale of the Securities by the Initial
              Purchasers (as determined by the Initial Purchasers), any event occurs
              as a
              result of which the Final Memorandum, as then amended or supplemented,
              would
              include any untrue statement of a material fact or omit to state any
              material
              fact necessary to make the statements therein, in the light of the
              circumstances
              under which they were made, not misleading, or if it should be necessary
              to
              amend or supplement the Final Memorandum to comply with applicable
              law, the
              Company will promptly (i) notify the Representative of any such event;
              (ii) subject to the requirements of paragraph (b) of this Section
              5,
              prepare an amendment or supplement that will correct such statement
              or omission
              or effect such compliance; and (iii) supply any supplemented or amended
              Final
              Memorandum to the several Initial Purchasers and counsel for the Initial
              Purchasers without charge in such quantities as they may reasonably
              request.
  (d)  The
              Company will arrange, if necessary, for the qualification of the Securities
              for
              sale by the Initial Purchasers under the laws of such jurisdictions
              as the
              Representative may
    12
    designate
              (including Japan, the Netherlands and certain provinces of Canada)
              and will
              maintain such qualifications in effect so long as required for the
              distribution
              of the Securities; provided that in
              no event shall the Company be obligated to qualify to do business in
              any
              jurisdiction where it is not now so qualified or to take any action
              that would
              subject it to service of process in suits, other than those arising
              out of the
              offering or sale of the Securities, in any jurisdiction where it is
              not now so
              subject. The Company will promptly advise the Representative of the
              receipt by
              the Company of any notification with respect to the suspension of the
              qualification of the Securities for sale in any jurisdiction or the
              initiation
              or threatening of any proceeding for such purpose.
  (e)  During
              the period of two years after the Closing Date, the Company will not,
              and will
              not permit any of its Affiliates to, resell any Securities that constitute
              “restricted securities” under Rule 144 of the Act that have been acquired by any
              of them.
  (f)  None
              of
              the Company, its Affiliates, or any person acting on its or their behalf
              (other
              than the Initial Purchasers) will, directly or indirectly, make offers
              or sales
              of any security, or solicit offers to buy any security, under circumstances
              that
              would require the registration of the Securities under the Act.
  (g)  None
              of
              the Company, its Affiliates, or any person acting on its or their behalf
              (other
              than the Initial Purchasers) will engage in any form of general solicitation
              or
              general advertising (within the meaning of Regulation D) in connection
              with any
              offer or sale of the Securities in the United States.
  (h)  So
              long
              as any of the Securities are “restricted securities” within the meaning of Rule
              144(a)(3) under the Act, the Company will, during any period in which
              it is not
              subject to and in compliance with Section 13 or 15(d) of the Exchange
              Act or it
              is not exempt from such reporting requirements pursuant to and in compliance
              with Rule 12g3-2(b) under the Exchange Act, provide to each holder
              of such
              restricted securities and to each prospective purchaser (as designated
              by such
              holder) of such restricted securities, upon the request of such holder
              or
              prospective purchaser, any information required to be provided by Rule
              144A(d)(4) under the Act. This covenant is intended to be for the benefit
              of the
              holders, and the prospective purchasers designated by such holders,
              from time to
              time of such restricted securities.
  (i)  None
              of
              the Company, its Affiliates, or any person acting on its or their behalf
              (other
              than the Initial Purchasers) will engage in any directed selling efforts
              with
              respect to the Securities **.** Terms
              used in this paragraph have the meanings given to them by Regulation
              S.
  (j)  The
              Company will cooperate with the Representative and use its reasonable
              best
              efforts to permit the Securities to be eligible for clearance and settlement
              through The Depository Trust Company.
  (k)  The
              Company will not for a period of 180 days following the Execution Time,
              without
              the prior written consent of Citigroup, offer, sell or contract to
              sell, or
              otherwise dispose of (or enter into any transaction which is designed
              to, or
              might reasonably be expected to, result in the disposition (whether
              by actual
              disposition or effective economic disposition due to cash settlement
              or
              otherwise) by the Company or any Affiliate of the Company or any person
              in
   13
    privity
              with the Company or any Affiliate of the Company), directly or indirectly,
              or
              announce the offering of, any dollar-denominated, long-term debt securities
              issued or guaranteed by the Company in the international capital markets
              (other
              than the Securities).
  (l)  Neither
              the Company nor any of its Affiliates, or its or their officers, directors
              or
              controlling persons will take, directly or indirectly, any action designed
              to or
              which has constituted or which might reasonably be expected to cause
              or result,
              under the Exchange Act or otherwise, in stabilization or manipulation
              of the
              price of any security of the Company to facilitate the sale of the
              Securities to
              or by the Initial Purchasers.
  (m)  The
              Company agrees to pay the costs and expenses relating to the following
              matters:
              (i) the preparation of the Indenture, the Collateral Documents, the
              issuance of
              the Securities and the fees of the Trustee and the Collateral and Intercreditor
              Agent; (ii) the preparation, printing or reproduction of the Preliminary
              Memorandum and the Final Memorandum and each amendment or supplement
              to either
              of them; (iii) the printing (or reproduction) and delivery (including
              postage,
              air freight charges and charges for counting and packaging) of such
              copies of
              the Preliminary Memorandum and the Final Memorandum, and all amendments
              or
              supplements to either of them, as may, in each case, be reasonably
              requested for
              use in connection with the offering and sale of the Securities; (iv)
              the
              preparation, printing, authentication, issuance and delivery of certificates
              for
              the Securities; (v) any stamp or transfer taxes in connection with
              the original
              issuance and sale of the Securities; (vi) the printing (or reproduction)
              and
              delivery of this Agreement, any blue sky memorandum and all other agreements
              or
              documents printed (or reproduced) and delivered in connection with
              the offering
              of the Securities; (vii) any registration or qualification of the Securities
              for
              offer and sale under the securities or blue sky laws of the several
              states and
              any other jurisdictions specified pursuant to Section 5(d) (including
              filing fees and the reasonable fees and expenses of counsel for the
              Initial
              Purchasers relating to such registration and qualification); (viii)
              admitting
              the Securities for trading in the PORTAL Market; **** (ix)
              the
              transportation and other expenses incurred by or on behalf of Company
              representatives in connection with presentations to prospective purchasers
              of
              the Securities; (x) the fees and expenses of the Company’s accountants and the
              fees and expenses of counsel (including local and special counsel)
              for the
              Company; and (xi) all other costs and expenses incident to the performance
              by
              the Company of its obligations hereunder. The Company agrees to reimburse,
              upon
              request, the Representative, on behalf of the Initial Purchasers, for
              all their
              reasonable and documented out-of-pocket expenses incurred in connection
              with the
              sale of the Securities provided for herein (including, without limitation,
              fees,
              disbursements and expenses of legal advisors for the Initial
              Purchasers.)
  (n)  The
              Company will, for a period of twelve months following the Execution
              Time,
              furnish to the Representative such information concerning the business
              and
              financial condition of the Company and its Subsidiaries as the Representative
              may from time to time reasonably request (such statements to be on
              a
              consolidated basis to the extent the accounts of the Company and its
              Subsidiaries are consolidated in reports furnished to
              stockholders).
  (o)  The
              Company will not take any action or omit to take any action (such as
              issuing any
              press release relating to any Securities without an appropriate legend)
              which
              may result in the loss by any of the Initial Purchasers of the ability
              to rely
              on any stabilization safe harbor provided by the Financial Services
              Authority
              under the FSMA.
    14
  (p)  The
                Company will apply the aggregate net proceeds from the offering of
                the
                Securities in the manner specified in the Final Memorandum under
                the heading
“Use of Proceeds”.
  (q)  On or
                prior to the Closing Date, the Company directly
                or through one of its Subsidiaries will acquire all of the capital
                stock of
                Vitro Packaging and shares of capital stock representing 49.7% of
                the capital
                stock of Comegua as
                contemplated in this Purchase Agreement, the Vitro Packaging Merger
                Agreement
                and the Comegua
                Share Purchase Agreement.
  (r)  The
                Company will pay all applicable recording taxes, fees, charges, cost
                and
                expenses required for the recording of the Collateral Documents on
                a timely
                basis.
  6.  Conditions
                to the Obligations of the Initial Purchasers .
                The
                obligations of the Initial Purchasers to purchase the Securities
                shall be
                subject to the accuracy of the representations and warranties of
                the Company
                contained herein at the Execution Time and the Closing Date, to the
                accuracy of
                the statements of the Company made in any certificates pursuant to
                the
                provisions hereof, to the performance by the Company of its obligations
                hereunder required to be performed at or prior to the Closing Date
                and to the
                following additional conditions:
  (a)  The
                Company shall have requested and caused Lic. Francisco Romero, the
                Company’s
                in-house counsel, to furnish to the Representative his opinion, dated
                the
                Closing Date and addressed to the Representative, in substantially
                the form as
                set forth in Exhibit A hereto.
  (b)  The
                Company shall have requested and caused Kuri Breña, Sánchez Ugarte, Corcuera y
                Aznar S.C., the Company’s Mexican counsel, to furnish to the Representative its
                opinion, dated the Closing Date and addressed to the Representative,
                in
                substantially the form as set forth in Exhibit B hereto.
  (c)  The
                Company shall have requested and caused Cravath, Swaine & Moore LLP, the
                Company’s U.S. counsel, to furnish to the Representative its opinion, dated
                the
                Closing Date and addressed to the Representative, in substantially
                the form as
                set forth in Exhibit C-1 and Exhibit C-2 hereto.
  (d)  The
                Company shall have requested and caused Jalife, Caballero, Vázquez y Asociados,
                S.C., the Company’s Mexican intellectual property counsel, to furnish to the
                Representative its opinion, dated the Closing Date and addressed
                to the
                Representative, in substantially the form as set forth in Exhibit
                D
                hereto.
  (e)  The
                Company shall have requested and caused MacMillan, Sobanski & Todd, LLC, the
                Company’s Ohio counsel, to furnish to the Representative its opinion, dated
                the
                Closing Date and addressed to the Representative, in substantially
                the form as
                set forth in Exhibit E hereto.
  (f)  The
                Company shall have requested and caused Carstens, Yee & Cahoon, LLP, the
                Company’s federal patent counsel, to furnish to the Representative its opinion,
                dated the
   15
    Closing
                Date and addressed to the Representative, in substantially the form
                as set forth
                in Exhibit F hereto.
  (g)  The
                Company shall have requested and caused de Obaldia & García de Paredes, the
                Company’s Panamanian counsel, to furnish to the Representative its opinion,
                dated the Closing Date and addressed to the Representative, in substantially
                the
                form as set forth in Exhibit G hereto.
  (h)  The
                Company shall have requested and caused Richards, Layton & Finger, P.A., the
                Company’s special Delaware counsel, to furnish to the Representative his
                opinion
                dated the Closing Date and addressed to the Representative, in substantially
                the
                form as set forth in Exhibit H hereto.
  (i)  The
                Company shall have requested and caused Meyer
                Lustenberger ,
                the
                Company’s special Switzerland counsel, to furnish to the Representative his
                opinion dated the Closing Date and addressed to the Representative,
                in
                substantially the form as set forth in Exhibit I hereto.
  (j)  The
                Representative shall have received from Cleary, Gottlieb, Steen & Hamilton
                and Haynes & Boone, S.C., counsel for the Initial Purchasers, such opinion
                or opinions, dated the Closing Date and addressed to the Representative,
                with
                respect to the issuance and sale of the Securities, the Indenture,
                the
                Collateral Documents, the Final Memorandum (as amended or supplemented
                at the
                Closing Date) and other related matters as the Representative may
                reasonably
                require, and the Company shall have furnished to such counsel such
                documents as
                they request for the purpose of enabling them to pass upon such
                matters.
  (k)  The
                Company shall have furnished to the Representative a certificate
                of the Company,
                signed by (x) the Chairman of the Board, the Chief Executive Officer
                or the
                President and (y) the principal financial or accounting officer of
                the Company,
                dated the Closing Date, to the effect that the signers of such certificate
                have
                carefully examined the Final Memorandum, any amendment or supplement
                to the
                Final Memorandum and this Agreement and that:
  (i)  the
                representations and warranties of the Company in this Agreement are
                true and
                correct on and as of the Closing Date with the same effect as if
                made on the
                Closing Date, and the Company has complied with all the agreements
                and satisfied
                all the conditions on its part to be performed or satisfied hereunder
                at or
                prior to the Closing Date; and
  (ii)  since
                the
                date of the most recent financial statements included or incorporated
                by
                reference in the Final Memorandum (exclusive of any amendment or
                supplement
                thereto), there has been no material adverse change in the condition
                (financial
                or otherwise), prospects, earnings, business or properties of the
                Company and
                its Subsidiaries, taken as a whole, whether or not arising from transactions
                in
                the ordinary course of business, except as set forth in or contemplated
                in the
                Final Memorandum (exclusive of any amendment or supplement thereto).
   16
  (l)  At
                the
                Execution Time and at the Closing Date, the Company shall have requested
                and
                caused Deloitte Touche Tohmatsu to furnish to the Representative
                letters, dated
                respectively as of the Execution Time and as of the Closing Date,
                in form and
                substance satisfactory to the Representative, confirming that they
                are
                independent accountants within the meaning of the requirements of
                auditing
                standards generally accepted in Mexico and stating in effect that:
  (i)  in
                their
                opinion the audited financial statements included in the Final Memorandum
                and
                reported on by them comply as to form with generally accepted accounting
                principles in Mexico.
  (ii)  on
                the
                basis of a reading of the latest unaudited financial statements made
                available
                by the Company, Vitro Packaging, Comegua and their respective consolidated
                Subsidiaries, their limited review in accordance with the standards
                established
                under Statement on Auditing Standards No. 100 of the unaudited interim
                financial
                information for the three-month periods ended March 31, 2003
                and 2004, and
                at March 31, 2003 and 2004; carrying out certain specified procedures
                (but not
                an examination in accordance with generally accepted auditing standards)
                which
                would not necessarily reveal matters of significance with respect
                to the
                comments set forth in such letter; a reading of the minutes of the
                meetings of
                the shareholders and directors of the Company, Vitro Packaging, Comegua
                and
                their respective consolidated Subsidiaries and the audit committee
                of Vitro,
                S.A. de C.V.; and inquiries of certain officials of the Company who
                have
                responsibility for financial and accounting matters of the Company,
                Vitro
                Packaging, Comegua and their respective consolidated Subsidiaries
                as to
                transactions and events subsequent to December 31, 2003, nothing
                came to
                their attention which caused them to believe that:
  (A) any
                unaudited financial information included in the Final Memorandum
                is not in
                conformity with generally accepted accounting principles in Mexico
                applied on a
                basis substantially consistent with that of the audited financial
                statements
                included in the Final Memorandum; or
  (B)      
with
                respect to the period subsequent to March 31, 2004, there were any
                changes, at a
                specified date not more than five days prior to the date of the letter,
                in the
                combined long-term or short-term debt of the Company, Vitro Packaging,
                Comegua
                and their respective Subsidiaries or combined capital stock of the
                Company,
                Vitro Packaging, and Comegua, or decreases in the combined stockholders’ equity
                of the Company, Vitro Packaging, Comegua, or changes in the combined
                working
                capital of the Company, Vitro Packaging, Comegua, and their respective
                Subsidiaries as compared with the amounts shown on the March 31,
                2004
                consolidated balance sheet included or
  17
  incorporated
                by reference in the Final Memorandum, or
                for the period from April 1, 2004 to such specified date there were
                any
                decreases, as compared with the corresponding period in the previous
                years in
                revenues, operating income or income before income taxes or in net
                income of the
                Company, Vitro Packaging, Comegua, and their respective Subsidiaries,
                except in
                all instances for changes or decreases set forth in such letter or
                set forth in
                the Final Memorandum, in which case the letter shall be accompanied
                by an
                explanation by the Company as to the significance thereof unless
                said
                explanation is not deemed necessary by the Representative.
  (iii)  they
                have
                performed certain other specified procedures as a result of which
                they
                determined that certain information of an accounting, financial or
                statistical
                nature (which is limited to accounting, financial or statistical
                information
                derived from the general accounting records of the Company, Vitro
                Packaging,
                Comegua, and their respective subsidiaries) set forth in the Final
                Memorandum,
                including the information set forth under the captions “Summary” and “Selected
                Combined Financial Information” and **** the
                information included under the caption “Management’s Discussion and Analysis of
                Financial Condition and Results of Operations” included in the Final
                Memorandum **** agrees
                with the accounting records of the Company, Vitro Packaging, Comegua,
                and their
                respective Subsidiaries, excluding any questions of legal
                interpretation **.**
  The
                Company shall have received from Deloitte Touche Tohmatsu (and furnished
                to the
                Representatives) a report with respect to a review of unaudited interim
                financial information of the Company in accordance with Statement
                on Auditing
                Standards No. 100.
  All
                references in this Section 6(l) to the Final Memorandum include any
                amendment or
                supplement thereto at the date of the applicable letter.
  (m)  On
                the
                Closing Date, the Company shall have paid, or shall have caused to
                be paid, all
                outstanding obligations under the Glass Containers Credit Facility,
                and the
                agreement shall have been terminated and of no force and effect.
  (n)  On
                the
                Closing Date, the Company shall have delivered to the Representative
                the
                following documents relating to the Collateral:
  (i)  The
                Collateral Documents, duly authorized, executed and delivered by
                each of the
                Company and any Grantor Subsidiary which is a party thereto and applicable
                third
                parties other than the Mortgages and the Stock Pledge Agreements
                which are
                permitted by the Master Collateral and Intercreditor Agreement to
                be entered
                into after the Closing Date;
  (ii)  Copies
                of
                UCC financing statements in favor of the Collateral and Intercreditor
                Agent to
                be filed with the Delaware Secretary of State with respect
   18
   to
                the
                Collateral as defined in the Vitro Packaging Security Agreement,
                the
                Non-Possessory Pledge Agreements in appropriate form for filing with
                the Public
                Registry of Commerce and preventive notices ( *avisos
                preventivos* )
                to be
                filed with the applicable public registries of property ( *registros
                públicos de propiedad* ),
                and
                such other documents under applicable law in each jurisdiction as
                may be
                necessary or appropriate to perfect the liens created by the Collateral
                Documents;
  (iii)  A
                UCC
                termination statement to be filed with the Delaware Secretary of
                State with
                respect to the assets in which Vitro Packaging granted a security
                interest to
                secure the obligations under the Glass Containers Credit Facility;
  (iv)  Such
                other certificates, opinions, documents and instruments relating
                to the
                Collateral as may have been reasonably requested by the Representative;
  (v)  The
                Release dated as of the Closing Date between the Company and the
                lenders under
                the Glass Containers Credit Facility releasing all security interests
                and liens
                created in connection with the Glass Containers Credit Facility;
                and
  (vi)  The
                executed Agency Agreements .
  (o)  Subsequent
                to the Execution Time or, if earlier, the dates as of which information
                is given
                in the Final Memorandum (exclusive of any amendment or supplement
                thereto) but
                at or prior to the Closing Date, there shall not have been (i) any
                change or
                decrease specified in the letter or letters referred to in paragraph
                (k)(ii)(B)
                of this Section 6; or (ii) any change, or any development involving
                a
                prospective change, in or affecting the condition (financial or otherwise),
                prospects, earnings, business or properties of the Company and its
                Subsidiaries
                taken as a whole, whether or not arising from transactions in the
                ordinary
                course of business, except as set forth in or contemplated in the
                Final
                Memorandum (exclusive of any amendment or supplement thereto), the
                effect of
                which, in any case referred to in clause (i) or (ii) above, is, in
                the sole
                judgment of the Representative, so material and adverse as to make
                it
                impractical or inadvisable to proceed with the offering or delivery
                of the
                Securities as contemplated in the Final Memorandum (exclusive of
                any amendment
                or supplement thereto).
  (p)  As
                of the
                Closing Date, the Securities shall have been designated as PORTAL-eligible
                securities in accordance with the rules and regulations of the NASD **** and
                the
                Securities shall be eligible for clearance and settlement through
                The Depository
                Trust Company.
  (q)  Subsequent
                to the Execution Time but at or prior to the Closing Date, there
                shall not have
                been any decrease in the rating of any of the Company’s debt securities by any
“nationally recognized statistical rating organization” (as defined for purposes
                of Rule 436(g) under the Act) or any notice given of any intended
                or potential
                decrease in any such rating or of a possible change in any such rating
                that does
                not indicate the direction of the possible change.
  (r)  As
                of the
                Closing Date, the Company directly or through one of its Subsidiaries
                shall have
                acquired shares representing 49.7% of the capital stock of Comegua,
                and
   19
   Comegua
                shall have become a subsidiary of the Company pursuant to the terms
                of Comegua
                Share Purchase Agreement.
  (s)  As
                of the
                Closing Date, the Company shall have acquired 100% of the shares
                of capital
                stock of Vitro Packaging and Vitro Packaging shall have become a
                subsidiary of
                the Company pursuant to the terms of Vitro Packaging Merger
                Agreement.
  (t)  At
                or
                prior to the Closing Date, the Company shall have furnished to the
                Representative such further information, certificates and documents
                as the
                Representative may reasonably request.
  If
                any of
                the conditions specified in this Section 6 shall not have been fulfilled
                when
                and as provided in this Agreement, or if any of the opinions and
                certificates
                mentioned above or elsewhere in this Agreement shall not be reasonably
                satisfactory in form and substance to the Representative and counsel
                for the
                Initial Purchasers, this Agreement and all obligations of the Initial
                Purchasers
                hereunder may be cancelled at, or at any time prior to, the Closing
                Date by the
                Representative. Notice of such cancellation shall be given to the
                Company in
                writing or by telephone or facsimile confirmed in writing.
  The
                documents required to be delivered by this Section 6 will be delivered
                at the
                office of U.S. counsel for the Initial Purchasers, at One
                Liberty Plaza, New York, NY 10006 on the
                Closing Date.
 
 7.  Reimbursement
                of Expenses .
                If the
                sale of the Securities provided for herein is not consummated because
                any
                condition to the obligations of the Initial Purchasers set forth
                in Section 6
                hereof is not satisfied, because of any termination pursuant to Section
                10
                hereof or because of any refusal, inability or failure on the part
                of the
                Company to perform any agreement herein or comply with any provision
                hereof
                other than by reason of a default by any of the Initial Purchasers,
                the Company
                will reimburse the Initial Purchasers severally through Citigroup
                on demand for
                all reasonable and documented out-of-pocket expenses (including reasonable
                fees
                and disbursements of counsel) that shall have been incurred by them
                in
                connection with the proposed purchase and sale of the Securities.
  8.     
                 Indemnification and Contribution . **** (a) The Company agrees to indemnify and hold harmless each Initial Purchaser,
                the
                directors, officers, employees, Affiliates and agents of each Initial
                Purchaser
                and each person who controls any Initial Purchaser within the meaning
                of either
                the Act or the Exchange Act against any and all losses, claims, damages
                or
                liabilities, joint or several, to which they or any of them may become
                subject
                under the Act, the Exchange Act or other U.S. federal or state statutory
                law or
                regulation, at common law or otherwise, insofar as such losses, claims,
                damages
                or liabilities (or actions in respect thereof) arise out of or are
                based upon
                any untrue statement or alleged untrue statement of a material fact
                contained in
                the Preliminary Memorandum, the Final Memorandum or in any amendment
                or
                supplement thereto, or arise out of or are based upon the omission
                or alleged
                omission to state therein a material fact required to be stated therein
                or
                necessary to make the statements therein, in the light of the circumstances
                under which they were made, not misleading, and agrees to reimburse
                each such
                indemnified party, as incurred, for any legal or other expenses reasonably
                incurred by them in connection with investigating or defending any
                such loss,
                claim, damage, liability or action;
   20
  provided , however ,
                that
                the Company will not be liable in any such case to the extent that
                any such
                loss, claim, damage or liability arises out of or is based upon any
                such untrue
                statement or alleged untrue statement or omission or alleged omission
                made in
                the Preliminary Memorandum, the Final Memorandum, or in any amendment
                thereof or
                supplement thereto, in reliance upon and in conformity with written
                information
                furnished to the Company by or on behalf of any Initial Purchaser
                through the
                Representative specifically for inclusion therein. This indemnity
                agreement will
                be in addition to any liability that the Company may otherwise
                have.
  (b)  Each
                Initial Purchaser severally, and not jointly, agrees to indemnify
                and hold
                harmless the Company, each of its directors, each of its officers,
                and each
                person who controls the Company within the meaning of either the
                Act or the
                Exchange Act, to the same extent as the foregoing indemnity from
                the Company to
                each Initial Purchaser, but only with reference to written information
                relating
                to such Initial Purchaser furnished to the Company by or on behalf
                of such
                Initial Purchaser through the Representative specifically for inclusion
                in the
                Preliminary Memorandum, the Final Memorandum or in any amendment
                or supplement
                thereto. This indemnity agreement will be in addition to any liability
                that any
                Initial Purchaser may otherwise have. The Company acknowledges that
                (i) the
                statements set forth in the last paragraph of the cover page **** regarding
                delivery of the Securities **** and
                (ii),
                under the heading “Plan of Distribution”, (A) the first and third sentences of
                the third paragraph related to the terms of the offering by the Initial
                Purchasers, (B) the fifth sentence of the ninth paragraph related
                to market
                making by the Initial Purchasers, and (C) the 10th paragraph related
                to
                over-allotment, stabilization, and syndicate covering transactions
                in the
                Preliminary Memorandum and the Final Memorandum constitute the only
                information
                furnished in writing by or on behalf of the Initial Purchasers for
                inclusion in
                the Preliminary Memorandum, the Final Memorandum or in any amendment
                or
                supplement thereto.
  (c)  Promptly
                after receipt by an indemnified party under this Section 8 of notice
                of the
                commencement of any action, such indemnified party will, if a claim
                in respect
                thereof is to be made against the indemnifying party under this Section
                8,
                notify the indemnifying party in writing of the commencement thereof;
                but the
                failure so to notify the indemnifying party (i) will not relieve
                it from
                liability under paragraph (a) or (b) above unless and to the extent
                it did not
                otherwise learn of such action and such failure results in the forfeiture
                by the
                indemnifying party of substantial rights and defenses and (ii) will
                not, in any
                event, relieve the indemnifying party from any obligations to any
                indemnified
                party other than the indemnification obligation provided in paragraph
                (a) or (b)
                above. The indemnifying party shall be entitled to appoint counsel
                (including
                local counsel) of the indemnifying party’s choice at the indemnifying party’s
                expense to represent the indemnified party in any action for which
                indemnification is sought (in which case the indemnifying party shall
                not
                thereafter be responsible for the fees and expenses of any separate
                counsel,
                other than local counsel if not appointed by the indemnifying party,
                retained by
                the indemnified party or parties except as set forth below); provided , however ,
                that
                such counsel shall be satisfactory to the indemnified party. Notwithstanding
                the
                indemnifying party’s election to appoint counsel (including local counsel) to
                represent the indemnified party in an action, the indemnified party
                shall have
                the right to employ separate counsel (including local counsel), and
                the
                indemnifying party shall bear the reasonable fees, costs and expenses
                of such
                separate counsel if (i) the use of counsel chosen by the indemnifying
                party to
                represent the indemnified party would present such counsel with a
                conflict of
                interest; (ii) the actual or potential defendants in, or targets
                of, any such
                action include both the indemnified party and the indemnifying party
   21
    and
                the
                indemnified party shall have reasonably concluded that there may
                be legal
                defenses available to it and/or other indemnified parties that are
                different
                from or additional to those available to the indemnifying party;
                (iii) the
                indemnifying party shall not have employed counsel satisfactory to
                the
                indemnified party to represent the indemnified party within a reasonable
                time
                after notice of the institution of such action; or (iv) the indemnifying
                party
                shall authorize the indemnified party to employ separate counsel
                at the expense
                of the indemnifying party. An indemnifying party will not, without
                the prior
                written consent of the indemnified parties, settle or compromise
                or consent to
                the entry of any judgment with respect to any pending or threatened
                claim,
                action, suit or proceeding in respect of which indemnification or
                contribution
                may be sought hereunder (whether or not the indemnified parties are
                actual or
                potential parties to such claim or action) unless such settlement,
                compromise or
                consent includes an unconditional release of each indemnified party
                from all
                liability arising out of such claim, action, suit or proceeding.
  (d)  In
                the
                event that the indemnity provided in paragraph (a) or (b) of this
                Section 8 is
                unavailable to or insufficient to hold harmless an indemnified party
                for any
                reason, the Company and the Initial Purchasers severally agree to
                contribute to
                the aggregate losses, claims, damages and liabilities (including
                legal or other
                expenses reasonably incurred in connection with investigating or
                defending any
                loss, claim, damage, liability or action (collectively “Losses”) to which the
                Company and one or more of the Initial Purchasers may be subject
                in such
                proportion as is appropriate to reflect the relative benefits received
                by the
                Company on the one hand and by the Initial Purchasers on the other
                from the
                offering of the Securities; provided , however ,
                that in
                no case shall any Initial Purchaser be responsible for any amount
                in excess of
                the purchase discount or commission applicable to the Securities
                purchased by
                such Initial Purchaser hereunder. If the allocation provided by the
                immediately
                preceding sentence is unavailable for any reason, the Company and
                the Initial
                Purchasers severally shall contribute in such proportion as is appropriate
                to
                reflect not only such relative benefits but also the relative fault
                of the
                Company on the one hand and the Initial Purchasers on the other in
                connection
                with the statements or omissions that resulted in such Losses, as
                well as any
                other relevant equitable considerations. Benefits received by the
                Company shall
                be deemed to be equal to the total net proceeds from the offering
                (before
                deducting expenses) received by it, and benefits received by the
                Initial
                Purchasers shall be deemed to be equal to the total purchase discounts
                and
                commissions. Relative fault shall be determined by reference to,
                among other
                things, whether any untrue or alleged untrue statement of a material
                fact or the
                omission or alleged omission to state a material fact relates to
                information
                provided by the Company on the one hand or the Initial Purchasers
                on the other,
                the intent of the parties and their relative knowledge, access to
                information
                and opportunity to correct or prevent such untrue statement or omission.
                The
                Company and the Initial Purchasers agree that it would not be just
                and equitable
                if contribution were determined by pro rata allocation or any other
                method of
                allocation that does not take account of the equitable considerations
                referred
                to above. Notwithstanding the provisions of this paragraph (d), no
                person guilty
                of fraudulent misrepresentation (within the meaning of Section 11(f)
                of the Act)
                shall be entitled to contribution from any person who was not guilty
                of such
                fraudulent misrepresentation. For purposes of this Section 8, each
                person who
                controls an Initial Purchaser within the meaning of either the Act
                or the
                Exchange Act and each director, officer, employee, Affiliate and
                agent of an
                Initial Purchaser shall have the same rights to contribution as such
                Initial
                Purchaser, and each person who controls the Company within the meaning
                of either the
                Act
                or the Exchange Act and each officer and director of the Company
                shall have the
                same
   22
   rights
                to
                contribution as the Company, subject in each case to the applicable
                terms and
                conditions of this paragraph (d).
  9.  Default
                by an Initial Purchaser . 
                If any one or more Initial Purchasers shall fail to purchase and
                pay for any of
                the Securities agreed to be purchased by such Initial Purchaser hereunder
                and
                such failure to purchase shall constitute a default in the performance
                of its or
                their obligations under this Agreement, the remaining Initial Purchasers
                shall
                be obligated severally to take up and pay for (in the respective
                proportions
                which the principal amount of Securities set forth opposite their
                names in
                Schedule I hereto bears to the aggregate principal amount of Securities
                set
                forth opposite the names of all the remaining Initial Purchasers)
                the Securities
                which the defaulting Initial Purchaser or Initial Purchasers agreed
                but failed
                to purchase; provided , however ,
                that in
                the event that the aggregate principal amount of Securities which
                the defaulting
                Initial Purchaser or Initial Purchasers agreed but failed to purchase
                shall
                exceed 10% of the aggregate principal amount of Securities set forth
                in Schedule
                I hereto, the remaining Initial Purchasers shall have the right to
                purchase all,
                but shall not be under any obligation to purchase any, of the Securities,
                and if
                such nondefaulting Initial Purchasers do not purchase all the Securities,
                this
                Agreement will terminate without liability to any nondefaulting Initial
                Purchaser or the Company. In the event of a default by any Initial
                Purchaser as
                set forth in this Section 9, the Closing Date shall be postponed
                for such
                period, not exceeding five Business Days, as the Representative shall
                determine
                in order that the required changes in the Final Memorandum or in
                any other
                documents or arrangements may be effected. Nothing contained in this
                Agreement
                shall relieve any defaulting Initial Purchaser of its liability,
                if any, to the
                Company or any nondefaulting Initial Purchaser for damages occasioned
                by its
                default hereunder.
  10.  Termination .
                This
                Agreement shall be subject to termination in the absolute discretion
                of the
                Representative, by notice given to the Company prior to delivery
                of and payment
                for the Securities, if at any time prior to such time (i) trading
                in securities
                generally on the New York Stock Exchange or the Mexican Stock Exchange
                shall
                have been suspended or limited or minimum prices shall have been
                established on
                either of such exchanges; (ii) a banking moratorium shall have been
                declared
                either by U.S. federal or New York State authorities; or (iii) there
                shall have
                occurred any outbreak or escalation of hostilities, declaration by
                the United
                States of a national emergency or war or other calamity or crisis
                the effect of
                which on financial markets is such as to make it, in the sole judgment
                of the
                Representative, impractical or inadvisable to proceed with the offering
                or
                delivery of the Securities as contemplated in the Final Memorandum
                (exclusive of
                any amendment or supplement thereto).
  11.  Representations
                and Indemnities to Survive .
                The
                respective agreements, representations, warranties, indemnities and
                other
                statements of the Company or its officers and of the Initial Purchasers
                set
                forth in or made pursuant to this Agreement will remain in full force
                and
                effect, regardless of any investigation made by or on behalf of the
                Initial
                Purchasers or the Company or any of the indemnified persons referred
                to in
                Section 8 hereof, and will survive delivery of and payment for the
                Securities.
                The provisions of Sections 7 and 8 hereof shall survive the termination
                or
                cancellation of this Agreement.
  12.  Notices .
                All
                communications hereunder will be in writing and effective only on
                receipt, and,
                if sent to the Representative, will be mailed, delivered or telefaxed
                to the
   23
   Citigroup
                General Counsel (fax no.: (212) 816-7912) and confirmed to Citigroup
                at 388
                Greenwich Street, New York, New York 10013, Attention: General Counsel;
                or, if
                sent to the Company, will be mailed, delivered or telefaxed to +
                52 (818)
                335-8319 **** and
                confirmed to it at Av. Ricardo Margain 440, Col. Valle del Campestre,
                66265 San
                Pedro
                Garza García ,
                N.L.
                Mexico, Attention: Departamento Jurídico.
  13.  Successors .
                This
                Agreement will inure to the benefit of and be binding upon the parties
                hereto
                and their respective successors and the indemnified persons referred
                to in
                Section 8 hereof and their respective successor, and, except as expressly
                set
                forth in Section 5(h) hereof, no other person will have any right
                or obligation
                hereunder.
  14.  Jurisdiction .
                The
                Company and each of the Initial Purchasers agrees that any suit,
                action or
                proceeding against any party hereto brought by any other party hereto,
                the
                directors, officers, employees and agents of any such other party
                hereto, or by
                any person who controls any such other party hereto, arising out
                of or based
                upon this Agreement or the transactions contemplated hereby may be
                instituted in
                any State or U.S. federal court in The City of New York and County
                of New York,
                and waives any objection which it may now or hereafter have to the
                laying of
                venue of any such proceeding, and irrevocably submits to the jurisdiction
                of
                such courts in any suit, action or proceeding. The Company hereby
                appoints CT
                Corporation System, located at 111 Eighth Avenue, New York, New York
                10011 as
                its authorized agent (the “Authorized Agent”) upon whom process may be served in
                any suit, action or proceeding arising out of or based upon this
                Agreement or
                the transactions contemplated herein that may be instituted in any
                State or U.S.
                federal court in The City of New York and County of New York, by
                any Initial
                Purchaser, the directors, officers, employees, Affiliates and agents
                of any
                Initial Purchaser, or by any person who controls any Initial Purchaser,
                and
                expressly accepts the jurisdiction of any such court in respect of
                any such
                suit, action or proceeding. The Company hereby represents and warrants
                that the
                Authorized Agent has accepted such appointment and has agreed to
                act as said
                agent for service of process, and the Company agrees to take any
                and all action,
                including the filing of any and all documents that may be necessary
                to continue
                such appointment in full force and effect as aforesaid. Service of
                process upon
                the Authorized Agent shall be deemed, in every respect, effective
                service of
                process upon the Company. Notwithstanding the foregoing, any action
                arising out
                of or based upon this Agreement may be instituted by any party, the
                directors,
                officers, employees, Affiliates and agents of any party, or by any
                person who
                controls any party, in any court of competent jurisdiction in Mexico. The
                parties hereto each hereby waive any right to trial by jury in any
                action,
                proceeding or counterclaim arising out of or relating to this
                Agreement.
  15.  Applicable
                Law .
                This
                Agreement will be governed by and construed in accordance with the
                laws of the
                State of New York applicable to contracts made and to be performed
                within the
                State of New York.
  16.  Currency .
                Each
                reference in this Agreement to U.S. dollars (the “relevant currency”), including
                by use of the symbol “$”, is of the essence. To the fullest extent permitted by
                law, the obligation of the Company in respect of any amount due under
                this
                Agreement will, notwithstanding any payment in any other currency
                (whether
                pursuant to a judgment or otherwise), be discharged only to the extent
                of the
                amount in the relevant currency that the party entitled to receive
                such payment
                may, in accordance with its normal procedures, purchase with
   25
    the
                sum
                paid in such other currency (after any premium and costs of exchange)
                on the
                Business Day immediately following the day on which such party receives
                such
                payment. If the amount in the relevant currency that may be so purchased
                for any
                reason falls short of the amount originally due, the Company will
                pay such
                additional amounts, in the relevant currency, as may be necessary
                to compensate
                for the shortfall. Any obligation of the Company not discharged by
                such payment
                will, to the fullest extent permitted by applicable law, be due as
                a separate
                and independent obligation and, until discharged as provided herein,
                will
                continue in full force and effect.
  17.  Taxes . All
                payments due under this letter are to be made in U.S. dollars, free
                and clear
                of, and without deduction for, any set-off, claim or applicable taxes
                (with
                appropriate gross-up for any such taxes deducted or withheld). The
                Company will
                pay such additional amount as will result in the Representative receiving
                and
                retaining (after any such deduction or withholding) an amount equal
                to the
                payment that would have been due if no such deduction or withholding
                had been
                required or made. For this purpose, “taxes” means all forms of taxation, duties
                (including stamp duty), levies, imposts, charges and withholdings
                (including any
                related or incidental penalty, fine, interest or surcharge), whenever
                created or
                imposed, and whether required by the law of Mexico or required by
                the
                regulations of Mexico, other than taxes imposed on a Representative
                by reason of
                any present or former connection between the Representative and Mexico,
                or any
                political subdivision thereof or therein (other than as a result
                of entering
                into this Agreement and receiving payments hereunder). Each
                Representative agrees to cooperate with the Company and provide the
                Company with
                any documentation reasonably requested by the Company in order to
                reduce or
                eliminate the amount of taxes required to be paid on any amounts
                due under this
                Agreement.
  18.  Waiver
                of Immunity .
                To the
                extent that the Company has or hereafter may acquire any immunity
                (sovereign or
                otherwise) from any legal action, suit or proceeding, from jurisdiction
                of any
                court or from set-off or any legal process (whether service or notice,
                attachment in aid or otherwise) with respect to itself or any of
                its property,
                the Company hereby irrevocably waives and agrees not to plead or
                claim such
                immunity in respect of its obligations under this Agreement.
  19.  Entire
                Agreement .
                This
                Agreement constitutes the entire agreement and supercedes all prior
                agreements
                and understandings, both written and oral, among the parties with
                respect to the
                subject matter hereof.
  20.  Counterparts .
                This
                Agreement may be signed in one or more counterparts, each of which
                shall
                constitute an original and all of which together shall constitute
                one and the
                same agreement.
  21.  Headings .
                The
                section headings used herein are for convenience only and shall not
                affect the
                construction hereof.
  22.  Definitions .
                The
                terms that follow, when used in this Agreement, shall have the meanings
                indicated.
  25
  
 “Act”
              shall mean the U.S. Securities Act of 1933, as amended, and the rules
              and
              regulations of the Commission promulgated thereunder.
  “Affiliate”
              shall have the meaning specified in Rule 501(b) of
              Regulation D.
  “Agency
              Agreements” shall have the meaning specified in the Non-Possessory Pledge
              Agreements.
  “Business
              Day” shall mean any day other than a Saturday, a Sunday or a legal holiday
              or a
              day on which banking institutions or trust companies are authorized
              or obligated
              by law to close in The City of New York.
  “Citigroup”
              shall mean Citigroup Global Markets Inc.
  “CNBV”
              shall mean the Mexican National Securities and Banking Commission.
  “Collateral”
              shall have the meaning specified in the Master Collateral and Intercreditor
              Agreement.
  “Collateral
              and Intercreditor Agent” shall have the meaning specified in the Master
              Collateral and Intercreditor Agreement.
  “Collateral
              Documents” shall have the meaning specified in the Master Collateral and
              Intercreditor Agreement.
  “Collateral
              Permitted Liens” shall have the meaning specified in the Master Collateral and
              Intercreditor Agreement.
  “Comegua
              Share Purchase Agreement” shall mean the Share Purchase Agreement dated as of
              May 31, 2004, between Vitrosa Holding Ltd. and Centro de Tecnologia
              Vidriera
              Ltd.
  “Commission”
              shall mean the Securities and Exchange Commission.
  “Deloitte
              Touche Tohmatsu” shall mean Galaz, Gomez-Morfin, Chavero, Yamazaki, S.C., a
              member firm of Deloitte & Touche International.
  “Exchange
              Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and
              the
              rules and regulations of the Commission promulgated thereunder.
  “Execution
              Time” shall mean the date and time that this Agreement is executed and delivered
              by the parties hereto.
  “Glass
              Containers Credit Facility” shall mean the Loan Agreement dated as of August 14,
              2001, between HSBC Bank USA, as lender, and Compañía Vidriera, S.A. de C.V., as
              borrower.
  “Grantor
              Subsidiaries” shall have the meaning specified in the Master Collateral and
              Intercreditor Agreement.
   26
    “Indenture”
              shall mean the Indenture dated as of the Closing Date, among the Company,
              the
              Note Guarantors and The Bank of New York as Trustee, as such may be
              amended from
              time to time.
  “Investment
              Company Act” shall mean the U.S. Investment Company Act of 1940, as amended, and
              the rules and regulations of the Commission promulgated thereunder.
  “Master
              Collateral and Intercreditor Agreement” shall mean the Master Collateral and
              Intercreditor Agreement dated as of the Closing Date, among HSBC Bank
              USA, as Collateral
              and Intercreditor Agent, The Bank of New York, as Trustee for the Noteholders
              (as defined therein), the Company, as issuer of the Notes (as defined
              therein)
              and grantor of Collateral under the Collateral Documents (as defined
              therein),
              and the Grantor Subsidiaries listed on Schedule I thereto or becoming
              a party to
              the agreement from time to time.
  “Mortgage”
              shall have the meaning specified in the Master Collateral and Intercreditor
              Agreement.
  “NASD”
              shall mean the National Association of Securities Dealers, Inc.
  “Note
              Guarantors” shall have the meaning specified in the Indenture.
  “Non-Possessory
              Pledge Agreements” shall have the meaning specified in the Master Collateral and
              Intercreditor Agreement.
  “Persons”
              shall mean any individual, corporation, partnership, joint venture,
              association,
              joint-stock company, trust, limited liability company, unincorporated
              organization or government or agency or political subdivision thereof.
  “PORTAL”
              shall mean the Private Offerings, Resales and Trading through Automated
              Linkages
              system of the NASD.
  “Regulation
              D” shall mean Regulation D under the Act.
  “Regulation
              S” shall mean Regulation S under the Act.
  “Stock
              Pledge Agreement” shall have the meaning specified in the Master Collateral and
              Intercreditor Agreement.
  “Trust
              Indenture Act” shall mean the U.S. Trust Indenture Act of 1939, as amended, and
              the rules and regulations of the Commission promulgated thereunder.
  “UCC”
              shall mean the Uniform Commercial Code as in effect in the state of
              New
              York.
  “Vitro
              Packaging Merger Agreement” shall mean the Agreement and Plan of Merger dated
              May 17, 2004 between Vitro Packaging Inc. and VENA Acquisition
              Corp.
  27
 
  “Vitro
              Packaging Security Agreement” shall mean the Security Agreement dated as of the
              Closing Date between Vitro Packaging and the Collateral and Intercreditor
              Agent.
  28
  If
              the
              foregoing is in accordance with your understanding of our agreement,
              please sign
              and return to us the enclosed duplicate hereof, whereupon this letter
              and your
              acceptance shall represent a binding agreement between the Company
              and the
              several Initial Purchasers.
  Very
              truly yours,
  Vitro
              Envases Norteamérica, S.A. de C.V.
  By:___________________________
 Name:
 Title:
 
 
  Vitro
              Envases Norteamérica, S.A. de C.V.
  By:___________________________
 Name:
 Title:
 
 The
              foregoing Agreement is hereby
 confirmed
              and accepted as of the
 date
              first above written.
  Citigroup
              Global Markets Inc.
  By:
              Citigroup Global Markets Inc.
  By:__________________________
 Name:
 Title:
   
  **SCHEDULE
                I**
  Initial
                          Purchasers
                      
                      Principal
                          Amount of
                        Securities
                        to
                          be PurchasedCitigroup
                          Global Markets Inc.
                      U.S.$170,000,000Total
                      U.S.$170,000,000



















**Annex
        A**
 **Subsidiary**
                **Equity
                    Interest At Execution Time**
                **Equity
                    Interest At Closing Date**1.  
                    Compañía Vidriera, S.A. de C.V.
                99.9%
                99.9%2.  
                    Vidriera Guadalajara, S.A. de C.V.
                99.9%
                99.9%3.  
                    Vidriera Los Reyes, S.A. de C.V.
                99.9%
                99.9%4.  
                    Vidriera México, S.A. de C.V.
                99.9%
                99.9%5.  
                    Vidriera Mexicali, S.A. de. C.V.
                99.9%
                99.9%6.  
                    Vidriera Monterrey, S.A. de C.V.
                99.9%
                99.9%7.  
                    Vidriera Queretaro, S.A. de C.V.
                99.9%
                99.9%8. 
                     Vidriera Toluca, S.A. de C.V.
                99.9%
                99.9%9.  
                    Vitro Packaging, Inc.
                0.0%
                100.0%10.
                    Centro de Tecnología Vidriera Ltd.
                100.0%
                100.0%11.
                    Vitro Europa Ltd.
                100.0%
                100.0%12.
                    Vidrio Lux, S.A.
                100.0%
                100.0%13.
                    Industria del Alcali, S.A. de C.V.
                99.9%
                99.9%14.
                    Fabricación de Maquinas, S.A. de C.V.
                99.9%
                99.9%15.
                    Servicios Integrales de Envasado, S.A. de C.V.
                99.9%
                99.9%16.
                    Procesadora de Materias Primas Industrializables,
                  S.A. de C.V.
                99.9%
                99.9%17.
                    VGD Soluciones Integrales de Diseño, S.A. de C.V.
                99.9%
                99.9%18.
                    Empresas Comegua, S.A.
                0.0%
                49.7%19.
                    Fomento Industrial Centroamericano, S.A.
                0.0%
                49.7%20.
                    Trentino Holding Corp.
                0.0%
                49.7%21.
                    Vidriera Guatemalteca, S.A.
                0.0%
                49.7%22.
                    Sílice de Centroamérica, S.A.
                0.0%
                49.7%













**Subsidiary**
              **Equity
                  Interest At Execution Time**
              **Equity
                  Interest At Closing Date**23.
                  Sílice de Costa Rica, S.A.
              0.0%
              49.7%24.
                  Vidriera Centroamericana, S.A.
              0.0%
              49.7%25.
                  Distribuidora Industrial y Comercial de
                Centroamérica, S.A.(Costa
                  Rica)
              0.0%
              49.7%26.
                  Cerámica Florentina, S.A.
              0.0%
              49.7%27.
                  Industria Centroamericana de Tapas, S.A.
              0.0%
              49.7%28.
                  Distribuidora Industrial y Comercial de
                Centroamérica, S.A. (Guatemala)
              0.0%
              49.7%29.
                  Proveedora Centroamericana Industrial y
                Comercial, S.A.
              0.0%
              49.7%30.
                  Envases de Borosilicato y Plastico, S.A.
              0.0%
              49.7%31.
                  Vidrio de Exportación, S.A.
              0.0%
              49.7%















**Annex
        B**
 
 Significant
        Subsidiaries
 
 1.
              Compañía
                  Vidriera, S.A. de C.V.
 2.
              Industria
                  del Alcali, S.A. de C.V.
 3.
              Empresas
                  Comegua, S.A. de C.V.
 4.
              Vitro
                  Packaging, Inc.















**Schedule
        of Exhibits**
  
  Exhibit
        A: Opinion of Company’s In-House Counsel
  Exhibit
        B: Opinion of Company’s Mexican Counsel
  Exhibit
        C-1: Opinion of Company’s U.S. Counsel
  Exhibit
        C-2: 10b-5 Letter of Company’s U.S. Counsel
  Exhibit
        D: Opinion of Company’s Mexican Intellectual Property Counsel
  Exhibit
        E: Opinion of Company’s Ohio Counsel
  Exhibit
        F: Opinion of Company’s U.S. Federal Patent Counsel
  Exhibit
        G: Opinion of Company’s Panamanian Counsel
  Exhibit
        H-1: Opinion of Company’s Special Delaware Counsel (Pre-Merger)
  Exhibit
        H-2: Opinion of Company’s Special Delaware Counsel (Post-Merger)
  Exhibit
        I: Opinion of Company’s Special Switzerland Counsel













**Exhibit
        A**
 
 /●/,
        2004
 
 
 
 Citigroup
        Global Markets Inc.
 388
        Greenwich Street
 New
        York,
        New York 10013
 
 
 Re.
        Vitro Envases Norteamerica, S.A. de C.V.$/●/ Aggregate Principal
 Amount
        of /●/% Senior Secured Guaranteed Notes due 2011
 
 Ladies
        and Gentlemen:
 
 I
        am the
        General Counsel of Vitro Envases Norteamerica, S.A. de C.V., a Mexican
        corporation ( *sociedad
        anónima de capital variable* )
        (the
        " Company "),
        and
        in that capacity, have acted as counsel to the Company in connection with
        the
        purchase by Citigroup Global Markets Inc. (the “ Initial
        Purchaser ”)
        from
        the Company of $/●/ aggregate principal amount of the Company's /●/% Senior
        Secured Guaranteed Notes due 2011 (the “ Notes ”)
        pursuant to the Purchase Agreement dated as of /●/, 2004 (the “ Purchase
        Agreement ”),
        between the Company and the Initial Purchaser.
 
 In
        that
        connection, I have examined and relied upon originals, or copies certified
        or
        otherwise identified to my satisfaction, of such documents, corporate records
        and other instruments as I have deemed necessary or appropriate for the purposes
        of this opinion, including:
 
 (a)  the
        Offering Memorandum dated /•/, 2004 (the “ Offering
        Memorandum ”),
        relating to the Notes,
 
 (b)  an
        executed version of the Purchase Agreement,
 
 (c)   
        an executed version of the Indenture dated as of /•/, 2004 (the “ Indenture ”) **,** between
        the Company, its subsidiary guarantors (the “ Guarantors ”)
        and
        The Bank of New
 York, as trustee (the " Trustee "),
 
 (d) the
        form
        of the Notes;
 
 (e) an
        executed version of the Master Collateral and Intercreditor Agreement dated
        as
        of ______, 2004 (the “ Master
        Collateral and Intercreditor Agreement ”)
        among
        the
 Company, the Grantors as defined therein, HSBC Bank USA as Collateral and
        Intercreditor Agent, and such other Secured Parties (as defined therein)
        as
        shall, form time
 to time, become party thereto;
 
 
   (f) executed
        versions of the non-possessory pledge agreements ( *contratos
        de prenda sin transmisión de posesión* )
        dated
        as of ________, 2004, entered into by each of Compañía Vidriera, S.A. de C.V.,
        Fabricación de Máquinas, S.A. de C.V., Industria del Alcali, S.A. de C.V.,
        Procesadora de Materias Primas Industrializables, S.A. de C.V., Vidriera
        Monterrey, S.A. de C.V., Vidriera Guadalajara, S.A. de C.V., Vidriera Querétaro,
        S.A. de C.V., Vidriera Toluca, S.A. de C.V. and Vidriera Los Reyes, S.A.
        de
        C.V., with HSBC Bank USA, as Collateral and Intercreditor Agent (collectively,
        the Non-Possessory
        Pledge Agreements );
  (g)  
the
        forms
        of mortgage instrument (*hipoteca*)
        attached as Exhibit “F” to the Master Collateral and Intercreditor Agreement and
        Mexican stock pledge agreement (*contrato
        de prenda de acciones*)
        attached as Exhibit “G” to the Master Collateral and Intercreditor Agreement
        (together with the Non-Posessory Pledge Agreements collectively the
“Mexican
        Collateral Documents”);
  (h) the
        form
        of stock pledge agreement ( *contrato
        de prenda mercantil* ),
        to be
        entered into by and between Centro de Tecnología Vidriera Ltd. and the
        Collateral and Intercreditor
        Agent, with respect to shares issued by Empresas Comegua, S.A. attached as
        Exhibit “G-2” to the Master Collateral and Intercreditor
        Agreement (the
        “ Comegua
        Pledge Agreement ”),
        and
  such
        other documents and certificates as I
        have deemed necessary or convenient for purposes of this opinion.
  The
        Purchase Agreement, the Indenture, the Notes, the Master Collateral and
        Intercreditor Agreement and the Non-Possessory Pledge Agreements are
        collectively referred to as the “ Transaction
        Documents ”.
        Capitalized terms used herein without definition shall have the definition
        assigned to them in the Purchase Agreement.
  In
        rendering the opinions contained herein, I have assumed, without independent
        investigation or verification: (a) that each of the parties to the Transaction
        Documents (other than the Company and its Mexican Subsidiaries) is duly
        organized, validly existing and, if applicable, in good standing under the
        laws
        of the jurisdiction of its incorporation or formation, and has all requisite
        power and authority to execute, deliver and perform its obligations under
        the
        Transaction Documents, (b) that each of the parties to the Transaction Documents
        (other than the Company and its Mexican Subsidiaries) has duly authorized,
        executed and delivered the Transaction Documents, (c) that each of the parties
        to the Transaction Documents (other than the Company and its Mexican
        Subsidiaries) has the legal power to act in the capacity or capacities in
        which
        it is to act thereunder and to deliver and perform its obligations thereunder,
        (d) that each of the Transaction Documents constitutes a legal, valid and
        binding obligation of each of its respective parties and is enforceable under
        the laws of each jurisdiction (other than, in the case of the Company and
        its
        Mexican Subsidiaries ,
        the
        United Mexican States (“ Mexico ”))
        to
        which the Transaction Documents and any of the parties thereto may be
   
   subject,
        (e) the performance of, and compliance with, the covenants contained in the
        Transaction Documents, (f) the accuracy as to factual matters asserted on
        the
        Transaction Documents and all other certificates, opinions, documents and
        papers
        submitted to me, (g) the authenticity of all documents submitted to me as
        originals, (h) the conformity to the original documents of all documents
        submitted to me as copies and (i) the genuineness of all signatures on all
        documents submitted to me. I have also relied, with respect to certain factual
        matters, on the representations and warranties contained in the Transaction
        Documents and in certificates from the Company.
  Based
        upon the foregoing, and subject to the assumptions, qualifications and
        limitations set forth herein, I am of the opinion that:
  1.Each
        of
        the Company and its Mexican Subsidiaries has all requisite corporate power
        and
        authority, has taken all requisite corporate action and has received and
        is in
        compliance with all governmental, authorizations, approvals and orders necessary
        to execute, deliver and perform the Transaction Documents to which it is
        a party
        and, (a) in the case of the Company, to offer, issue, sell and deliver the
        Notes
        and (b) in the case of the Mexican Guarantors, to guarantee the Notes; no
        authorization, approval or other action by, and no notice to, consent of,
        order
        of, or filing with, any Mexican court or governmental agency or body is required
        in connection with the transactions contemplated by the Transaction Documents,
        except for (i) the authorization for the registration of the Notes in the
        Special Section of the Mexican*Registro
        Nacional de Valores*maintained by the Mexican*Comisión
        Nacional Bancaria y de Valores*,
        (ii)
        the registration of each of the Non-Possessory Pledge Agreements at the Public
        Registry of Commerce (*Registro
        Público de Comercio*)
        of the
        state where each corresponding Mexican Grantor has its corporate domicile,
        and
        (iii) the registration of each of the mortgage agreements (if and when executed)
        at the Public Registry of Property (*Registro
        Público de la Propiedad*)
        corresponding to the location of the mortgaged real estate.
  2.None
        of
        the issue and sale of the Notes, the execution and delivery of the Transaction
        Documents, the consummation of any other of the transactions contemplated
        by the
        Transaction Documents or the performance of the terms of the Transaction
        Documents will conflict with, result in a breach or violation of, or imposition
        of any lien, charge or encumbrance upon any property or asset of the Company
        or
        of any of its Subsidiaries (other than those created by the Non-Possessory
        Pledge Agreements, the mortgages and/or the stock pledge agreements, if and
        when
        executed) pursuant to, or constitute a default under, (i) the*estatutos
        sociales*or
        comparable constituting documents of Vitro, S.A. de C.V., the Company or
        its
        Subsidiaries chartered in Mexico; (ii) the terms of any indenture or other
        agreement, obligation, condition, covenant or instrument governed by the
        laws of
        Mexico to which the Company or any of its Subsidiaries is a party or bound
        or to
        which its or their respective property is subject or (iii) any statute, law,
        rule or regulation in Mexico or, to my knowledge, after due inquiry, any
        order
        or decree of any Mexican court, regulatory body, administrative agency,
        governmental body, arbitrator, instrumentality or other authority having
        jurisdiction over the Company, any of its Subsidiaries or any of their
        respective property.
   
   3.All
        of
        the outstanding shares of capital stock of the Company and each of the
        Subsidiaries of the Company chartered in Mexico have been duly authorized,
        validly issued and are fully paid and nonassessable, except as otherwise
        set
        forth in the Offering Memorandum. All of the outstanding shares of capital
        stock
        of the Subsidiaries of the Company chartered in Mexico are owned by the Company
        either directly or through wholly owned Subsidiaries free and clear of any
        perfected security interest and, to my knowledge, after due inquiry, any
        other
        security interest, claim, lien or encumbrance, except, in each case, as
        otherwise set forth in the Offering Memorandum.
  4.The
        statements made in the Offering Memorandum under the caption "Business--Legal
        or
        Arbitration Proceedings", insofar as they purport to constitute summaries
        of
        certain legal and arbitration proceedings, under the caption
        "Business--Environmental Matters", insofar as they purport to constitute
        summaries of certain environmental matters, fairly summarize the matters
        therein
        described.
  5.To
        my
        knowledge, except as disclosed in the Offering Memorandum, there are not
        any
        pending or threatened actions, suits or proceedings before any court or
        governmental agency or authority or any arbitrator involving the Company
        or any
        of its subsidiaries or its or their property that is not adequately disclosed
        in
        the Offering Memorandum, except in each case, for such actions, suits or
        proceedings that, if the subject of an unfavorable decision, ruling or finding
        would not, individually or in the aggregate, have a Material Adverse Effect
        (as
        defined in the Purchase Agreement).
  My
        opinion is subject to the following qualifications:
  Absent
        an
        approval of the pledge of stock by the shareholders of Vitro, S.A. de C.V.,
        a
        shareholder of Vitro, S.A. de C.V. could attempt to contest the sale of the
        Pledged Stock in a foreclosure, based on an alleged violation of the bylaws
        of
        Vitro, S.A. de C.V.
  I
        am
        admitted to practice in Mexico, and I express no opinion as to matters governed
        by any laws other than the laws of Mexico. In particular, I do not purport
        to
        pass on any matter governed by the laws of the United States of America or
        any
        of its constituent States or the laws of the Republic of
        Panama.
  To
        the
        extent that the laws of the United States or any of its constituent States,
        the
        laws of the Republic of Panama, or the intellectual property laws of Mexico
        may
        be relevant to the opinions expressed herein, I have, with your consent,
        relied
        on, assumed (without independent investigation) the correctness of, and my
        opinion is subject to the assumptions, qualifications and limitations contained
        in, the opinions dated the date hereof of (i) Cravath, Swaine & Moore LLP,
        special New York counsel for the Company, (ii) Carstens, Yee & Cahoon, U.S.
        intellectual property counsel for the Company, (iii) MacMillan, Sobanski
&
        Todd, LLC, special Ohio counsel for the Company, (iv) Jalife, Caballero,
        Vázquez
& Asociados, Mexican intellectual property counsel for the Company, and (v)
        De Obaldía & García de Paredes, special Panamanian counsel for the Company.











I
        am
        furnishing this opinion to you, as the Initial Purchaser of the Notes, solely
        for your benefit. This opinion may not be relied upon by any other person
        (including by any person that acquires the Notes from you) or for any other
        purpose. It may not be used, circulated, quoted or otherwise referred to
        for any
        other purpose.















**Exhibit
        B**
 
 
 
 
 /●/,
        2004
 
 Citigroup
        Global Markets Inc.
 388
        Greenwich Street
 New
        York,
        New York 10013
 
 
 Re:  Vitro
        Envases Norteamérica, S.A. de C.V.
 $/●/
        Aggregate Principal Amount of
 /●/%
        Senior Secured Guaranteed Notes due 2011
 
 Ladies
        and Gentlemen:
 
 We
        have
        acted as special outside Mexican counsel for Vitro Envases Norteamérica, S.A. de
        C.V., a Mexican corporation ( *sociedad
        anónima de capital variable* )
        (the
        " Company" )
        and its
        Mexican Subsidiaries named in Schedule 1 hereof (the “ Mexican
        Subsidiaries ”),
        in
        connection with the purchase by Citigroup Global Markets Inc. (the " Initial
        Purchaser "),from
        the Company of $/●/ aggregate principal amount of the Company's /●/% Senior
        Secured Guaranteed Notes due 2011 (the " Notes ")
        pursuant to the Purchase Agreement dated as of /●/, 2004 (the " Purchase
        Agreement "),
        between the Company and the Initial Purchaser.
 
 In
        that
        connection, we have examined and relied upon originals, or copies certified
        or
        otherwise identified to our satisfaction, of such documents, corporate records
        and other instruments as we have deemed necessary or appropriate for the
        purposes of this opinion, including:
 
 (a)
              the
                  Offering Memorandum dated /•/, 2004 (the "Offering
                  Memorandum"),
                  relating to the Notes,
 
 (b)
              an
                  executed version of the Purchase
                  Agreement,
 
 (c)
              an
                  executed version of the Indenture dated as of /•/, 2004 (the "Indenture")**,**between
                  the Company, its subsidiary guarantors (the “Guarantors”)
                  and The Bank of New York, as trustee (the "Trustee"),
 
 (d)
              the
                  form of the Notes;








(e)
              an
                  executed version of the Master Collateral and Intercreditor Agreement
                  dated as of ______, 2004 (the “Master
                  Collateral and Intercreditor Agreement”)
                  among the Company, the Grantors (as defined therein), HSBC Bank
                  USA, as
                  Collateral and Intercreditor Agent, and such other Secured Parties
                  (as
                  defined therein) as shall, form time to time, become party
                  thereto;
 
 (f)
              executed
                  versions of the non-possessory pledge agreements (*contratos
                  de prenda sin transmisión de posesión*)
                  dated as of ________, 2004, entered into by each of Compañía Vidriera,
                  S.A. de C.V., Fabricación de Máquinas, S.A. de C.V., Industria del Alcali,
                  S.A. de C.V., Procesadora de Materias Primas Industrializables,
                  S.A. de
                  C.V., Vidriera Monterrey, S.A. de C.V., Vidriera Guadalajara, S.A.
                  de
                  C.V., Vidriera Querétaro, S.A. de C.V., Vidriera Toluca, S.A. de C.V. and
                  Vidriera Los Reyes, S.A. de C.V., with HSBC Bank USA, as Collateral
                  and
                  Intercreditor Agent (collectively, theNon-Possessory
                  Pledge Agreements);
 
 (g)
              executed
                  versions of the mercantile agency agreements (*contratos
                  de commisión mercantil*)
                  dated as of_______, 2004, entered into by each of Compañía Vidriera, S.A.
                  de C.V., Fabricación de Máquinas, S.A. de C.V., Industria del Alcali, S.A.
                  de C.V., Procesadora de Materias Primas Industrializables, S.A.
                  de C.V.,
                  Vidriera Monterrey, S.A. de C.V., Vidriera Guadalajara, S.A. de
                  C.V.,
                  Vidriera Querétaro, S.A. de C.V., Vidriera Toluca, S.A. de C.V. and
                  Vidriera Los Reyes, S.A. de C.V., with Banco Nacional de México, S.A.,
                  División Fiduciaria, integrante del Grupo Financiero Banamex, as agent
                  of
                  each of the above Mexican Subsidiaries and HSBC Bank USA, as Collateral
                  and Intercreditor Agent (collectively, the “Agency
                  Agreements”);
 
 (h)
              the
                  forms of mortgage instrument (*hipoteca*)
                  and Mexican stock pledge agreement (*contrato
                  de prenda de acciones*)
                  attached as Exhibits “F” and “G” to the Master Collateral and
                  Intercreditor Agreement (together with the Non-Posessory Pledge
                  Agreements
                  collectively the “Mexican
                  Collateral Documents”);
 
 (i)
              the
                  form of stock pledge agreement (*contrato
                  de prenda mercantil*)
                  to be entered into by and between Centro de Tecnología Vidriera Ltd. and
                  the Collateral and Intercreditor Agent, with respect to shares
                  issued by
                  Empresas Comegua, S.A. (the “Comegua
                  Pledge Agreement”),
                  and
 
 (j)
              such
                  other documents and certificates as we have deemed necessary or
                  convenient
                  for purposes of this opinion.
 
 The
        Purchase Agreement, the Indenture, the Notes, the Master Collateral and
        Intercreditor Agreement the Non-Possessory Pledge Agreements and the Agency
        Agreements are collectively referred to as the " Transaction
        Documents ".
        Capitalized

















terms
        used herein without definition shall have the definition assigned to them
        in the
        Purchase Agreement.
 
 In
        rendering the opinions contained herein, we have assumed, without independent
        investigation or verification: (a) that each of the parties to the Transaction
        Documents (other than the Company and its Mexican Subsidiaries) is duly
        organized, validly existing and, if applicable, in good standing under the
        laws
        of the jurisdiction of its incorporation or formation, and has all requisite
        power and authority to execute, deliver and perform its obligations under
        the
        Transaction Documents, (b) that each of the parties to the Transaction Documents
        (other than the Company, and its Mexican Subsidiaries) has duly authorized,
        executed and delivered the Transaction Documents, (c) that each of the parties
        to the Transaction Documents (other than the Company and its Mexican
        Subsidiaries) has the legal power to act in the capacity or capacities in
        which
        it is to act thereunder and to deliver and perform its obligations thereunder,
        (d) that each of the Transaction Documents constitutes a legal, valid and
        binding obligation of each of its respective parties and is enforceable under
        the laws of each jurisdiction (other than, in the case of the Company and
        its
        Mexican Subsidiaries, the United Mexican States (" Mexico "))
        to
        which the Transaction Documents and any of the parties thereto may be subject,
        (e) the performance of, and compliance with, the covenants contained in the
        Transaction Documents, (f) the accuracy as to factual matters asserted in
        the
        Transaction Documents and all other certificates, opinions, documents and
        papers
        submitted to us, (g) the authenticity of all documents submitted to us as
        originals, (h) the conformity to the original documents of all documents
        submitted to us as copies, and (i) the genuineness of all signatures on all
        documents submitted to us. We have also relied, with respect to certain factual
        matters, on the representations and warranties contained in the Transaction
        Documents and in certificates from the Company.
 
 We
        express no opinion as to any laws other than the laws of Mexico as currently
        in
        effect, and we assume that there is nothing in any other law that affects
        our
        opinion.
 
 Based
        upon the foregoing, and subject to the assumptions, qualifications and
        limitations set forth herein, we are of opinion that:
  1.    
Each
        of
        the Company and its Mexican Subsidiaries is duly incorporated or formed and
        validly existing under the laws of Mexico, and has full corporate power and
        authority to own, lease and operate its properties and conduct its businesses
        as
        described in the Offering Memorandum.
  2.    
        All of the outstanding
        shares of capital stock of the Company and each of its Mexican Subsidiaries
        have
        been duly authorized, validly issued and are fully paid and nonassessable,
        except as otherwise set forth in the Offering Memorandum. All of the outstanding
        shares of capital stock of the Mexican Subsidiaries of the Company are owned
        by
        the Company either directly or through wholly owned Subsidiaries, to our
        knowledge, after due inquiry, free and clear of any security interest, claim,
        lien or encumbrance, except, in each case, as otherwise set forth in the
        Offering Memorandum.
 
  
    3.    
The
        Purchase Agreement has been duly authorized, executed and delivered by the
        Company and constitutes a legal, valid and binding obligation of the Company.
  4.    
The
        Indenture has been duly authorized, executed and delivered by the Company
        and
        the Mexican Guarantors and constitutes a legal, valid and binding obligation
        of
        the Company and such Mexican Guarantors.
  5.    
The
        Notes
        have been duly authorized and, when executed and authenticated in accordance
        with the provisions of the Indenture and delivered to and paid for by the
        Initial Purchaser pursuant to the Purchase Agreement, will constitute legal,
        valid and binding obligations of the Company.
  6.    
The
        Master Collateral and Intercreditor Agreement has been duly authorized, executed
        and delivered by the Company and by each Mexican Grantor and constitutes
        a
        legal, valid and binding obligation of the Company and each Mexican
        Grantor.
  7.    
Each
        of
        the Non-Possessory Pledge Agreements has been duly authorized, executed and
        delivered by each such Mexican Subsidiary that is a party thereto and
        constitutes a legal, valid, binding and enforceable obligation of each such
        Mexican Subsidiary, and creates a valid security interest, and, when duly
        recorded in the Public Registry of Commerce (*Registro
        Público de Comercio*)
        of the
        corporate domicile of each such Mexican Subsidiary, will constitute a perfected
        security interest, enforceable against third parties, in respect of the
        Collateral comprised thereby in favor of the Collateral and Intercreditor
        Agent
        securing the Secured Obligations (as defined in the Master Collateral and
        Intercreditor Agreement).
  8.    
Each
        of
        the Agency Agreements has been duly authorized, executed and delivered by
        each
        Mexican Subsidiary that is a party thereto and constitutes a legal, valid,
        binding and enforceable obligation of each such Mexican
        Subsidiary.
  9.    
Each
        of
        the Company and each Mexican Subsidiary has all requisite corporate power
        and
        authority, has taken all requisite corporate action and has received and
        is in
        compliance with all governmental, authorizations, approvals and orders necessary
        to execute, deliver and perform the Transaction Documents to which it is
        a party
        and, (a) in the case of the Company, to offer, issue, sell and deliver the
        Notes
        and (b) in the case of the Mexican Guarantors, to guarantee the Notes; no
        authorization, approval or other action by, and no notice to, consent of,
        order
        of, or filing with, any Mexican court or governmental agency or body is required
        in connection with the transactions contemplated by the Transaction Documents,
        except for (i) the authorization for the registration of the Notes in the
        Special Section of the Mexican*Registro
        Nacional de Valores*maintained by the Mexican*Comisión
        Nacional Bancaria y de Valores*,
        (ii)
        the registration of each of the Non-Possessory Pledge Agreements at the Public
        Registry of Commerce (*Registro
        Público de Comercio*)
        of the
        state where each corresponding Mexican Grantor has its corporate domicile,
        and
        (iii) the registration of each of the mortgage agreements (if and when executed)
        at the Public Registry of




Property
        ( *Registro
        Público de la Propiedad* )
        corresponding to the location of the mortgaged real estate.




10.   None
        of
        the issue and sale of the Notes, the execution and delivery of the Transaction
        Documents, the granting of the guarantees by the Mexican Guarantors as provided
        in Section 10.1 of the Indenture, the consummation of any other of the
        transactions contemplated by the Transaction Documents or the performance
        of the
        terms of the Transaction Documents will conflict with, result in a breach
        or
        violation of, or imposition of any lien, charge or encumbrance (other than
        those
        created by the Non-Possessory Pledge Agreements, the Agency Agreements, the
        mortgages and/or the Mexican stock pledge agreements, if and when executed)
        upon
        any property or asset of the Company or of any of its Mexican Subsidiaries
        pursuant to, or constitute a default under, (i) the*estatutos
        sociales*or
        comparable constituting documents of Vitro, S.A. de C.V., the Company or
        its
        Mexican Subsidiaries, (ii) the terms of any of the agreements listed in Schedule
        2 hereof, or (iii) any statute, law, rule or regulation of Mexico, applicable
        to
        the Company, any of its Mexican Subsidiaries or any of their respective
        property.
  11.  
The
        statements made in the Offering Memorandum under the caption “Description of
        Notes”, insofar as they purport to summarize the terms of the Mexican Collateral
        Documents or matters of Mexican law, under the Caption “Business-Legal or
        Arbitration Proceedings” insofar as they purport to constitute summaries of
        certain Mexican legal and arbitration proceedings, and under the caption
        “Certain Income Tax Considerations--Mexican Taxation”, insofar as they purport
        to describe the material Mexican income tax consequences of an investment
        in the
        Notes, fairly summarize the matters therein described.
  12.   The
        choice of law provisions set forth in Section 15 of the Purchase Agreement,
        Section 12.6 of the Indenture, in the Notes, Section 11.8 of the Master
        Collateral and Intercreditor Agreement and in each other Transaction Document
        executed by the Company or its Mexican Subsidiaries are legal, valid and
        binding
        under the laws of Mexico, and we know of no reason why the courts of Mexico
        would not give effect to the choice of New York law as the proper law governing
        the Purchase Agreement, the Indenture, the Notes and the Master Collateral
        and
        Intercreditor Agreement.
  13.  
The
        Company has the legal capacity to sue and be sued in its own name under the
        laws
        of Mexico, and each Mexican Subsidiary has the legal capacity to sue and
        be sued
        in its own name under the laws of Mexico.
  14.  
        The
        Company has the power to submit, and has irrevocably submitted, to the
        jurisdiction of any State or United States Federal court in the City of New
        York
        and the County of New York, to the extent and for the matters set forth in
        Section 14 of the Purchase Agreement, Section 12.6 of the Indenture, the
        Notes
        and Section 11.9 of the Master Collateral and Intercreditor Agreement. Each
        Mexican Subsidiary that is a party to any Transaction Document containing
        a
        submission to the jurisdiction of any State or United States Federal court
        in
        the City of New York and the County of New
   
  
 York
        has
        the power to submit, and has irrevocably submitted, to the jurisdiction of
        such
        courts.




15.  
The
      appointment by the Company of CT Corporation System as authorized agent to
      receive service of process in accordance with Section 14 of the Purchase
      Agreement, Section 12.6 of the Indenture, the Notes and Section 11.9 of the
      Master Collateral and Intercreditor Agreement is valid under the laws of Mexico.
      The appointment by any Mexican Subsidiary of CT Corporation System as authorized
      agent to receive service of process in accordance with any Transaction Document
      to which it is a party is valid under the laws of Mexico.




16.  
The
      waivers by the Company of any immunity and any objection to the laying of venue
      set forth in Sections 14 and 18 of the Purchase Agreement, Section 12.6 of
      the
      Indenture, Sections 11.9 and 11.11 of the Master Collateral and Intercreditor
      Agreement and the Notes are legal, valid and binding under the laws of Mexico,
      and the waiver by any Mexican Subsidiary of any immunity and any objection
      to
      the laying of venue in any Transaction Document to which it is a party is legal,
      valid and binding under the laws of Mexico, and we know of no reason why the
      courts of Mexico would not give effect to such waivers.




17.  
In
      the
      event that a final and conclusive judgment of the courts of the State of New
      York for the payment of money be rendered against the Company or against any
      Mexican Subsidiary in respect to the Transaction Documents, the courts of Mexico
      will recognize such judgment as valid and final and such judgment would be
      enforced by the courts of Mexico against the Company, or the Mexican Subsidiary,
      as the case may be, provided,*inter
      alia*,
      that:




(i)   
such
      judgment is obtained in compliance with the legal requirements of the
      jurisdiction of the court rendering such judgment;




(ii)  
such
      judgment is strictly for the payment of a certain sum of money and has been
      rendered in an*actio
      in personam*(as
      opposed to an*actio
      in rem*);




(iii)  
service
      of process in the action has been served personally on the defendant or a duly
      appointed process agent (please note that service by mail does not constitute
      personal service in Mexico);




(iv)  
the
      Mexican courts do not determine that the obligation for which enforcement is
      sought violates Mexican law or public policy (*orden
      público*)
      or any
      international treaty or agreement binding upon Mexico, or generally accepted
      principles of international law;




(v)   
      the applicable procedures under the laws of Mexico
      with respect to the enforcement of foreign judgments (including issuance of
      a
      letter rogatory by the competent authority of such jurisdiction requesting
enforcement
      of such judgment and the certification of such judgment as authentic by the
      corresponding authorities of such jurisdiction in accordance with the laws
      thereof) is complied with;













the
        action in respect of which such judgment is rendered is not the subject matter
        of a lawsuit among the same parties pending before a Mexican court;
  the
        courts of such jurisdiction would enforce Mexican judgments as a matter of
        reciprocity;
  such
        judgment is final in the jurisdiction where obtained, and
  the
        documents relating to the legal action instituted before the courts of the
        State
        of New York, and the judgment rendered thereunder, would need to be translated
        into Spanish by and expert duly authorized by the Mexican court for their
        admissibility before the Mexican court before which enforcement is requested.
        Such translation would have to be approved by the Mexican court after the
        defendant had been given an opportunity to be heard with respect to the accuracy
        of the translation, and such proceedings would thereafter be based upon the
        translated documents.




In
        any
        proceeding taken in Mexico for the enforcement of a judgment rendered under
        a
        legal action instituted before the courts of the State of New York, a Mexican
        court would apply Mexican procedural law.
 
 The
        effects that the New York court judgment would produce in Mexico will be
        governed by Mexican Law.
 
 18.  No
        Mexican stamp or other issuance or transfer taxes or duties and no capital
        gains, income, withholding or other taxes are payable by or on behalf of
        the
        Initial Purchaser to Mexico or any political subdivision or taxing authority
        thereof or therein in connection with the issue, sale and delivery by the
        Company of the Notes to the Initial Purchaser or the sale and delivery by
        the
        Initial Purchaser of the Notes as contemplated in the Purchase Agreement
        or in
        connection with the guaranty of the Notes by the Mexican Guarantors or the
        granting by any Mexican Subsidiary of a non-posessory pledge, or the granting
        of
        a real estate mortgage or the pledge by the Company of any Pledged Stock
        (as
        defined in the Indenture), other than the payment of registration duties
        ( *derechos
        de registro* )
        for the
        recordation of the corresponding Mexican Collateral Documents at the appropriate
        Public Registry of Commerce ( *Registro
        Público de Comercio* )
        or
        Public Registry of Property ( *Registro
        Público de la Propiedad* ),
        as the
        case may be, and, in the case of mortgages on real estate located in the
        State
        of Jalisco, México, a tax on legal transactions and notarial instruments
        ( *impuesto
        sobre negocios jurídicos e instrumentos notariales* ).









19.  Other
        than as described in the Offering Memorandum, under the current laws and
        regulations of Mexico, all payments of principal, premium (if any) and interest
        on the Notes may be paid by the Company or any Mexican Guarantor to the
        registered holder thereof in U.S. dollars (that may be obtained through the
        conversion of pesos that may be freely transferred out of Mexico), and all
        such
        payments made to holders of the Notes who are non-residents of Mexico will
        not
        be subject to income, withholding or other taxes under the laws and regulations
        of Mexico other than as described in the Offering Memorandum and are otherwise
        free and clear of any other tax, duty, withholding or deduction in Mexico
        and
        without the necessity of obtaining any governmental authorization in
        Mexico.
 
 20.  Other
        than the steps contemplated in the Mexican Collateral Documents, it will
        not be
        necessary, under Mexican law, that any of such documents be filed, registered
        or
        recorded in any public office or elsewhere in Mexico in order to ensure their
        validity, effectiveness, perfection, enforceability or admissibility into
        evidence.
 
 21.  The
        work
        we performed in connection with the preparation of the Offering Memorandum
        did
        not disclose any information that gave us reason to believe that the Offering
        Memorandum (except for the financial statements and other information of
        a
        statistical, accounting or financial nature included therein, as to which
        we do
        not express any view) as of its date and as of the date hereof, included
        or
        includes an untrue statement of a material fact or omitted or omits to state
        a
        material fact necessary in order to make the statements therein, in the light
        of
        the circumstances under which they were made, not misleading.
 
 Our
        opinion is subject to the following qualifications:
  The
        enforceability of the Transaction Documents may be subject to the limitations
        imposed by *concurso
        mercantil* ,
        bankruptcy, suspension of payments, insolvency, fraudulent conveyance,
        dissolution, liquidation, reorganization, moratorium, tax, labor and similar
        laws affecting the enforcement of creditors' rights generally or public
        order;
  Provisions
        of the Transaction Documents granting discretionary authority to any party
        thereto cannot be exercised in a manner inconsistent with relevant facts
        nor
        defeat any requirement from a competent authority to produce satisfactory
        evidence as to the basis of any determination. In addition, under Mexican
        law,
        the parties thereto will have the right to contest in court any determination,
        notice or certificate purporting to be conclusive and binding;
  In
        the
        event that proceedings are brought in Mexico seeking performance of any payment
        obligations of any party to the Transaction Documents, such party may discharge
        its obligations by paying any sums due in a currency other than Mexican
        currency, in Mexican pesos at the rate of exchange
 
  
 
 prevailing
        on the date when payment is made, as published by the *Banco
        de México* in the *Diario
        Oficial de la Federación* ;
        provisions purporting to limit the ability of the Company or the Subsidiaries
        to
        discharge their obligations as described above, or purporting to give a holder
        of the Notes, the Collateral and Intercreditor Agent or any other party an
        additional course of action seeking indemnity or compensation for possible
        deficiencies arising or resulting from variations in rate of exchange, may
        not
        be enforceable in Mexico;
      Covenants
        in the Transaction Documents which purport to bind any of the parties thereto
        on
        matters reserved by Mexican law to shareholders, which require certain
 action of the shareholders or which purport to bind shareholders or directors
        of
        the Company or its Mexican Subsidiaries to vote or refrain from voting their
        shares, or
 take or abstain from taking certain actions, are not enforceable in
        Mexico;
  Regarding
        service of process, it should be noted that service of process by mail does
        not
        constitute personal service under Mexican law and, since such service is
 considered to be a basic procedural requirement under such law, if for purposes
        of proceedings outside Mexico service of process is made by mail, we believe
        a
        final
 judgment based on such service of process would not be enforced by the courts
        of
        Mexico;
  Pursuant
        to the laws of Mexico, labor claims, claims of tax authorities for unpaid
        taxes,
        social security quotas, workers' housing fund quotas and retirement fund
 quotas are preferred by statute and will have priority over claims of other
        creditors;
  Pursuant
        to the laws of Mexico, labor claims, claims of tax authorities for unpaid
        taxes,
        social security quotas, workers' housing fund quotas and retirement fund
 quotas are preferred by statute and will have priority over claims of other
        creditors;
  In
        accordance with Mexican bankruptcy law ( *Ley
        de Concursos Mercantiles* ),
        any
        provision in an agreement which makes the obligations of a party more onerous
        due
 to the fact of a filing for insolvency or bankruptcy may be considered
        void;












(j)   
        Any provision in the Transaction Documents to the effect that invalidity
        and
        illegality of any part thereof will not invalidate the remaining obligations
        of
        the Transaction Documents may be unenforceable in Mexico to the extent that
        such
        provision constitutes an essential element of the Transaction
        Documents;
  In
        any
        proceeding brought before the courts of Mexico for the enforcement of any
        of the
        Transaction Documents, a Mexican court would apply Mexican procedural law
        in
        such proceedings;
  Mexican
        law does not permit the collection of interest on interest, and, consequently,
        any relevant provision of the Transaction Documents relating to the payment
        of
        interest on interest may be unenforceable in Mexico;
  Choice
        of
        forum provisions which provide some, but not all, of the parties to an agreement
        the ability to select the forum, are not valid under Mexican procedural
        law;
  Generally,
        the waivers by the Mexican Guarantors to the benefits of *escussio* ,
        order
        and division set fourth in Mexico’s Federal Civil Code and in
        corresponding  sections of the civil codes of each of the states of
        Mexico,
        as set forth in Section /●/ of the Indenture are valid; however, a Mexican court
        could determine that other waivers of the Mexican Guarantors to possible
        discharges based on the invalidity, illegality, unenforceability, amendment,
        termination, discharge or similar situations affecting the Guaranteed
        Obligations, are contrary to public policy ( *orden
        público* ).
        As a
        general principle under Mexican law, the guarantees would be deemed limited
        or
        discharged to the same extent as the Obligations;
  Generally,
        Mexican law does not allow a secured party to seize or sell collateral unless
        appropriate judicial procedures have been followed. Absent a court decision,
        a
        secured creditor would require the debtor’s consent to assume ownership of the
        pledged assets. Under Mexican law, powers of attorney granted by the Company,
        and its Mexican Subsidiaries should be formalized before a Mexican Notary
        Public, or in certain cases, a public broker ( *corredor
        público* ),
        and
        general powers of attorney should be recorded in the Public Registry of Commerce
        of the domicile of the corresponding company;
  Although
        the assets of the Company and its Mexican Subsidiaries are generally not
        subject
        to immunity from attachment, assets of such entities that are essential for
        the
        conduct of their operations may not be attached separately, although they
        may be
        attached jointly with the business concern (this limitation does not apply
        to
        foreclosures under the Non-Possessory Pledge Agreements);









Absent
      an
      approval of the pledge of stock by the shareholders of Vitro, S.A. de C.V.,
      a
      shareholder of Vitro, S.A. de C.V. could attempt to contest the sale of the
      Pledged Stock in a foreclosure, based on an alleged violation to the bylaws
      of
      Vitro, S.A. de C.V.;




Provisions
      in the Mexican Collateral Documents regarding reinstatement of a security
      interest upon devolution to the bankruptcy estate of amounts previously received
      by a Secured Party, are subject to rules regarding fraudulent conveyance and
      recognition of credits under Mexican bankruptcy law.




The
      statements made in paragraph 20 above are based upon our conferences with
      certain officers of, and with the accountants and other outside counsel for,
      the
      Company, your representatives and your counsel, concerning the preparation
      of
      the Offering Memorandum and the examination of such documents that were provided
      to us by the Company. Although we made certain inquiries and investigations
      in
      connection with the preparation of the Offering Memorandum, the limitations
      inherent to the role of special outside counsel are such that we cannot and
      do
      not assume any responsibility for the accuracy or completeness of the statements
      made in the Offering Memorandum (except for the opinions in paragraph 10 above).
      We are furnishing the statements in paragraph 20 to you only in order to assist
      you to establish certain defenses that we understand may be available to you
      under the securities laws of the United States of America. However, such
      statements should not be construed as stating any view, express or implied,
      based upon the federal or state securities laws of the United States of America,
      its rules or regulations, the interpretation thereof or the practice thereunder,
      with respect to which we are not qualified to express any view.




We
      are
      admitted to practice in Mexico, and we express no opinion as to matters governed
      by any laws other than the laws of Mexico. In particular, we do not purport
      to
      pass on any matter governed by the laws of the United States of America or
      any
      of its constituent States or the laws of the Republic of Panama.




To
      the
      extent that the laws of the United States or any of its constituent States,
      the
      laws of the Republic of Panama, or the intellectual property laws of Mexico
      may
      be relevant to the opinions expressed herein, we have, with your consent, relied
      on, assumed (without independent investigation) the correctness of, and our
      opinion is subject to the assumptions, qualifications and limitations contained
      in, the opinions dated the date hereof of (i) Cravath, Swaine & Moore LLP,
      special New York counsel for the Company; (ii) Carstens, Yee & Cahoon, U.S.
      intellectual property counsel for the Company; (iii) MacMillan, Sobanski &
      Todd, LLC, special Ohio counsel for the Company (iv) Jalife, Caballero, Vázquez
& Asociados, Mexican intellectual property counsel for the Company; (iv)
      Lic. Francisco Romero Ramos, General Counsel for the Company, and (v) De Obaldía
& García de Paredes, special Panamanian counsel for the
      Company.











We
      are
      furnishing this opinion to you, as the Initial Purchaser of the Notes, solely
      for your benefit. This opinion may not be relied upon by any other person
      (including by any person that acquires the Notes from you) or for any other
      purpose. It may not be used, circulated, quoted or otherwise referred to for
      any
      other purpose.




Very
      truly yours,












**SCHEDULE
        1**
 
 Mexican
        Subsidiaries of the Company
 
 Compañía
        Vidriera, S.A. de C.V.
 Fabricación
        de Máquinas, S.A. de C.V.
 Industria
        del Alcali, S.A. de C.V.
 Procesadora
        de Materias Primas Industrializables, S.A. de C.V.
 Vidriera
        Monterrey, S.A. de C.V.
 Vidriera
        Guadalajara, S.A. de C.V.
 Vidriera
        Querétaro, S.A. de C.V.
 Vidriera
        Toluca, S.A. de C.V.
 Vidriera
        Los Reyes, S.A. de C.V.






**SCHEDULE
        2**
 
 List
        of
        Agreements
 
 1.
              Consignment
                  Agreement, dated July 13, 1998, between Avon de C.V. (*sic*)
                  and Vitro (*sic*).
 
 2.**
              *Acuerdo
                  de Asociación Estratégica*,
                  dated December 2000, between Vitro Envases Norteamérica, S.A. de C.V. and
                  Bacardi y Cía., S.A.
 
 3.**
              *Acuerdo
                  de Asociación Estratégica, dated May 13,*2000,
                  between Vitro Envases (*sic*)
                  and Industrias Vinícolas Pedro Domecq (*sic*).
 
 4.**
              *Alianza
                  Comercial, dated August 29, 2001,*between
                  Vitro Envases (*sic*)
                  and Jugos del Valle.
 
 5.**
              *Contrato
                  de Alianza Estratégica de Abastecimiento de Envases de Vidrio,*datedNovember
                  19, 1993, betweenVidriera
                  Monterrey, S.A. de C.V. and Grupo Nestlé México.
 
 6.**
              *Acuerdos
                  de Calidad,*datedMarch,
                  2001, between CompañíaVidriera,
                  S.A. de C.V. and Nestlé México, S.A. de
                  C.V.
 
 7.**
              *Acuerdo
                  de Asociación Estratégica, dated April 1,*1998,
                  between Vitro Envases (*sic*)
                  and Productos de Uva, S.A. de C.V., Tequila Viuda de Romero, and
                  Vinícola
                  L.A. CETTO.
 
 8.**
              *Acuerdo
                  de Asociación Estratégica, dated October 25, 1993*,
                  between Vitro Envases (*sic*)
                  and Salsa Tamazula, S.A. de C.V.
 
 9.**
              *Acuerdo
                  de Asociación Estratégica, dated May 1, 2000*,
                  between Vitro Envases (*sic*)
                  and Suntory Mexicana, S.A. de C.V.
 
 10*.*
              *Acuerdo
                  de Asociación Estratégica, dated December 20, 2002*,
                  between Vitro Envases (*sic*)
                  and Tequila Cazadores de Arandas, S. de R.L. de
                  C.V.
 
 11.**
              *Contrato
                  de Suministro y Alianza Estratégica, dated September 3,
                  1997*,
                  between Vidriera Guadalajara, S.A. de C.V. and Affiliates and Tequila
                  Herradura, S.A. de C.V. and
                  Affiliates.
 
 12.**
              *Acuerdo
                  de Asociación Estratégica, dated December 23, 1998*,
                  between Vitro Envases (*sic*)
                  and Valle Redondo, S.A. de C.V.
 
 13.**
              *Contrato
                  de Suministro de Pintura Termoplástica Polvo*,
                  Pasta y Vehículo, dated February 26, 1996,betweenVitro
                  Corporativo, S.A. de C.V., and Ciemex, S.A. de
                  C.V.













14.**
              *Contrato
                  de Suministro de Esmaltes Cerámicos*,
                  dated October 1, 1996, between Vitro Corporativo, S.A. de C.V.,
                  and Ferro
                  Mexicana, S.A. de C.V.


15.**
              *Contrato
                  de Compraventa de Gas Natural,*dated
                  November 1, 1995, between Vidriera Los Reyes, S.A. de C.V.; Vidriera
                  Toluca, S.A. de C.V.; Vidriera Guadalajara, S.A. de C.V.; Vidriera
                  Querétaro, S.A. de C.V.; Vidriera México, S.A. de C.V.; Vitro Flotado,
                  S.A. de C.V.; Vidrio Plano de México, S.A. de C.V.; Vitro Fibras, S.A. de
                  C.V.; Industria del Álcali, S.A. de C.V, and Pemex Gas y Petroquímica
                  Bá*sic*a.
 
 16.**
              *Contrato
                  de Suministro de Producto,*dated
                  November 1, 1999, betweenVitro
                  Corporativo, S.A. de C.V.; Vidriera Monterrey, S.A. de C.V.; Vidriera
                  México, S.A. de C.V.; Vidriera Los Reyes, S.A. de C.V.; Vidriera
                  Guadalajara, S.A. de C.V.; Vidriera Querétaro, S.A. de C.V.; Vidriera
                  Mexicali, S.A. de C.V.; Vidriera Toluca, S.A. de C.V.; Vidrio Plano
                  de
                  México, S.A. de C.V.; Vitrofibras, S.A. de C.V.; Vitrocrisa, S.A.
                  de C.V.;
                  Vitroflotado, S.A. de C.V., and Praxair México, S.A. de
                  C.V.
 
 17.
              Supply
                  and Strategic Alliance Agreement, dated June 27, 1997, betweenVidriera
                  Monterrey, S.A. de C.V.; Vidriera Guadalajara, S.A. de C.V.; Vidriera
                  Querétaro, S.A. de C.V.; Vidriera México, S.A. de C.V.; Vidriera Los
                  Reyes, S.A. de C.V.; Vidriera Toluca, S.A. de C.V.; Vitro Flotado,
                  S.A. de
                  C.V.; Vidrio Plano de México, S.A. de C.V.; Vitrocrisa, S.A. de C.V.;
                  Vitro PQ Química, S.A. de C.V.; Vitro Fibras, S.A. (*sic*);
                  Fabricación de Máquinas, S.A. (*sic*);
                  Fabricantes de Aparatos Domésticos, S.A. de C.V.; Vitro, S.A.; Grupo
                  Materias Primas de México, S. de R.L. de C.V. and UNIMIN
                  Corporation.
 
 18*.*
              *Contrato
                  de Compraventa y Suministro,*dated
                  December 30, 1998,betweenVitro
                  Corporativo, S.A. de C.V., and Empresas de Empaques de Cartón Titán, S.A.
                  de C.V., Cartónpack, S.A. de C.V., and Envases y Empaques de México, S.A.
                  de C.V.
 
 19*.*
              *Contrato
                  de Compra Venta para el Suministro de Empaque de Cartón Corrugado y
                  Laminado*,
                  dated July 30, 1997,betweenVitro
                  Corporativo, S.A. de C.V. and Ingeniería en Empaque Arvisa, S.A. de
                  C.V.
 
 20*.*
              *Contrato
                  de Suministro*,
                  dated September 11, 2000,betweenVitro
                  Corporativo, S.A. de C.V., and Ingeniería en Empaque Arvisa, S.A. de
                  C.V.
 
 21*.*
              *Contrato
                  de Abastecimiento (Compra-Venta) para el Suministro y Consumo de
                  Empaque
                  de Cartón Corrugado Sencillo*,
                  dated April 15, 1986,betweenVitro
                  Corporativo, S.A. and Corrugados La Colmena, S.A. de
                  C.V.
 
 22*.*
              *Contrato
                  de Compraventa y Suministro,*betweenVitro
                  Corporativo, S.A. de C.V., and Smurfit Cartón y Papel de México, S.A. de
                  C.V.













23*.*
              *Contrato
                  de Mediación Mercantil*,
                  dated June 1, 1998,betweenVitro
                  Corporativo, S.A. de C.V., and Ferro Mexicana, S.A. de
                  C.V.
 
 24*.*
              *Contrato
                  de Comisión Mercantil*,
                  dated March 11, 2002,betweenFabricación
                  de Máquinas, S.A. de C.V. and Ing. José Luis Ortiz
                  Muzquiz.
 
 25*.*
              *Contrato
                  de Prestación de Servicios de Limpieza de Pedacería de
                  Vidrio*,
                  dated January 13, 2000,betweenProcesadora
                  de Materias Primas Industrializables, S.A. de C.V. and Recicladora
                  de
                  Vidrio Nuevo León, S.A. de C.V.
 
 26*.*
              *Acuerdos
                  de Tarifas*,
                  dated June 2, 2000, between Grupo Vitro (*sic*)
                  and Ferrosur, S.A. de C.V.
 
 27*.*
              *Contrato
                  de Prestación de Servicios de Transporte,*dated
                  May 19, 1998,betweenVitro
                  Corporativo, S.A. de C.V. and Transportes Sale, S.A. de
                  C.V.
 
 28*.*
              *Contrato
                  de Fideicomiso Irrevocable para la Creación de un Fondo para el Pago de
                  Pensiones por Jubilación,*dated May 19, 1998, between Vidriera Monterrey, S.A. de C.V.; Vidriera
                  México, S.A. de C.V.; Vidriera Los Reyes, S.A. de C.V.; Vidriera
                  Guadalajara, S.A. de C.V.; Vidriera Querétaro, S.A. de C.V.; Vidriera
                  Toluca, S.A. de C.V.; Vidriera Mexicali, S.A. de C.V.; Metalúrgica
                  Oriental, S.A. de C.V.; Procesadora de Materias Primas Industrializables,
                  S.A. de C.V.; Ampolletas, S.A.; Plásticos Bosco, S.A. de C.V.; Industria
                  del Álcali, S.A. de C.V.; Vitro Fibras, S.A. de C.V.; Fabricación de
                  Máquinas, S.A. de C.V.; Vidrio Plano de México, S.A. de C.V.; Vidrio
                  Plano, S.A. de C.V.; Vitro Flotado, S.A. de C.V.; Cristales Inastillables
                  de México, S.A. de C.V.; Shatterproof de México, S.A. de C.V.; Auto
                  Templex, S.A. de C.V.; Distribuidora Nacional de Vidrio, S.A. de
                  C.V.;
                  Fabricación de Cubiertos, S.A. de C.V.; Vitro Corporativo, S.A. de C.V.,
                  and Banco Nacional de México, S.A., División
                  Fiduciaria.
 
 29*.*
              *Contrato
                  de Arrendamiento y Mantenimiento de Equipo Móvil Diverso*,
                  dated January 31, 2000,betweenVitro
                  Corporativo, S.A. de C.V. and Briggs Equipment, S.A. de
                  C.V.
 
 30*.*
              *Contrato
                  de Arrendamiento*,
                  dated April 1, 2002, between Compañía Vidriera, S.A. de C.V. and Daniel
                  Monraz Rodríguez.
 
 31*.*
              *Contrato
                  de Servicios Administrativos,*dated
                  May 1, 2000, between Vitro Corporativo, S.A. de C.V. and Fabricación de
                  Máquinas, S.A. de C.V.
 
 32*.*
              *Contrato
                  de Prestación de Servicios,*dated
                  November 1, 2000, between Vidriera los Reyes, S.A. de C.V. and
                  Compañía
                  Vidriera, S.A. de C.V.











33.**
              *Contrato
                  de Arrendamiento,*dated
                  November 1, 2000, between Vidriera los Reyes, S.A. de C.V. and
                  Compañía
                  Vidriera, S.A. de C.V., as amended on January 1,
                  2001.
 
 34*.*
              *Contrato
                  de Prestación de Servicios,*dated
                  November 1, 2000, between Vidriera Mexicali, S.A. de C.V. and Compañía
                  Vidriera, S.A. de C.V.
 
 35*.*
              *Contrato
                  de Arrendamiento,*dated
                  November 1, 2000, between Vidriera Mexicali, S.A. de C.V. and Compañía
                  Vidriera, S.A. de C.V.
 
 36*.*
              *Contrato
                  de Prestación de Servicios,*dated
                  November 1, 2000, between Vidriera Guadalajara, S.A. de C.V. and
                  Compañía
                  Vidriera, S.A. de C.V.
 
 37*.*
              *Contrato
                  de Arrendamiento,*dated
                  November 1, 2000, between Vidriera Guadalajara, S.A. de C.V. and
                  Compañía
                  Vidriera, S.A. de C.V., as amended on January 1,
                  2001.
 
 38*.*
              *Contrato
                  de Prestación de Servicios,*dated
                  November 1, 2000, between Vidriera Monterrey, S.A. de C.V. and
                  Compañía
                  Vidriera, S.A. de C.V.
 
 39*.*
              *Contrato
                  de Arrendamiento,*dated
                  November 1, 2000, between Vidriera Monterrey, S.A. de C.V. and
                  Compañía
                  Vidriera, S.A. de C.V., as amended on January 1,
                  2001.
 
 40*.*
              *Contrato
                  de Asistencia Técnica,*dated
                  June 20, 2002, between Vidriera Monterrey, S.A. de C.V. and Vidriera
                  Guatemalteca, S.A.
 
 41*.*
              *Contrato
                  de Asistencia Técnica,*dated
                  June 20, 2002, between Vidriera Monterrey, S.A. de C.V. and Vidriera
                  Centroamericana, S.A.
 
 42*.*
              *Contrato
                  de Suministro*,
                  dated July 1, 2000, between Fabricación de Máquinas, S.A. de C.V.;
                  Vidriera Querétaro, S.A. de C.V.; Vidriera Monterrey, S.A. de C.V.;
                  Vidriera Mexicali, S.A. de C.V.; Vidriera México, S.A. de C.V.; Vidriera
                  Toluca, S.A. de C.V.; Vidriera los Reyes, S.A. de C.V.; Vidriera
                  Guadalajara, S.A. de C.V., and Vidriolux, S.A. de
                  C.V.
 
 43*.*
              *Contrato
                  de Prestación de Servicios,*dated
                  November 1, 2000, between Vidriera Querétaro, S.A. de C.V. and Compañía
                  Vidriera, S.A. de C.V.
 
 44*.*
              *Contrato
                  de Arrendamiento,*dated
                  November 1, 2000, between Vidriera Querétaro, S.A. de C.V. and Compañía
                  Vidriera, S.A. de C.V., as amended on January 1,
                  2001.
 
 45*.*
              *Contrato
                  de Prestación de Servicios,*dated
                  November 1, 2000, between Vidriera Toluca, S.A. de C.V. and Compañía
                  Vidriera, S.A. de C.V.













46*.*
              *Contrato
                  de Arrendamiento,*dated
                  November 1, 2000, between Vidriera Toluca, S.A. de C.V. and Compañía
                  Vidriera, S.A. de C.V., as amended on January 1,
                  2001.
 
 47*.*
              *Contrato
                  de Prestación de Servicios,*dated
                  November 1, 2000, between Vidriera México, S.A. de C.V. and Compañía
                  Vidriera, S.A. de C.V.
 
 48*.*
              *Convenio
                  de Reconocimiento de Adeudos,*dated
                  January 26, 1996, between CompañíaVidriera,
                  S.A. de C.V.;Vitro,
                  S.A. de C.V.; Vidriera Querétaro, S.A. de C.V.; and Banca Serfín, S.A., as
                  amended onJune
                  19, 1997, March 27, 1998, and April 10,
                  2002.
 
 49*.*
              *Convenio
                  de Reconocimiento de Adeudos,*dated
                  January 26, 1996, between CompañíaVidriera,
                  S.A. de C.V.;Vitro,
                  S.A. de C.V.; Vidriera Mexicali, S.A. de C.V.; and Banca Serfín, S.A., as
                  amended onJune
                  19, 1997, March 27, 1998, and April 10,
                  2002.
 
 50*.*
              *Contrato
                  de Apertura de Crédito Simple con Garantía Hipotecaria,*dated December 31, 2003, between Vitro, S.A. de C.V.; Vidriera
                  Toluca,
                  S.A. de C.V.; Crisa Corporation; Vitro Corporativo, S.A. de C.V.;
                  Fomento
                  Inmobiliario y de la Construcción, S.A. de C.V., and Banco Inbursa, S.A.,
                  Institución de Banca Múltiple, Grupo Financiero
                  Inbursa.
 
 51.
              Factoring
                  Agreement for the Purchase and Sale of Accounts Receivable, dated
                  August
                  4, 2000,**betweenVitro
                  Envases Norteamérica, S.A. de C.V.;Vidriera
                  Monterrey,
                  S.A. de C.V.;Vidriera México,
                  S.A. de C.V.;Vidriera los Reyes,
                  S.A. de C.V.;Vidriera Guadalajara,
                  S.A. de C.V.;Vidriera Querétaro,
                  S.A. de C.V.;Vidriera Toluca,
                  S.A. de C.V.;Vidriera Mexicali,
                  S.A. de C.V.;Compañía Mexicana de Envases, S.A. de C.V.and
                  Transamerica Commercial Finance Corporation, as amended on November
                  1,
                  2000 and April 20, 2002, and waiver letter from Transamerica Commercial
                  Finance Corporation dated June 9,
                  2004.









**Exhibit
        C-1**
  July
        /●/,
        2004
 Vitro
        Envases Norteamerica, S.A. de C.V.
  $170,000,000
        Aggregate Principal Amount of
  /●/%
        Senior Secured Guaranteed Notes due /●/
  Ladies
        and Gentlemen:
 
 We
        have
        acted as special United States counsel for Vitro Envases Norteamerica, S.A.
        de
        C.V., a Mexican corporation ( *sociedad
        anónima de capital variable* )
        (the
        " Company "),
        and
        for those subsidiaries of the Company listed on Schedule
        I hereto
        (the " Subsidiaries "),
        in
        connection with the purchase by Citigroup Global Markets Inc. (the " Initial
        Purchaser ")
        pursuant to the Purchase Agreement dated as of July /●/, 2004 (the " Purchase
        Agreement "),
        between the Company and the Initial Purchaser, from the Company of $170,000,000
        aggregate principal amount of the Company's /●/% Senior Secured Guaranteed Notes
        due /●/ (the " Notes ").
        This
        opinion is being delivered to you pursuant to Section 6(c) of the
        Purchase
        Agreement.
  In
        that
        connection, we have examined originals, or copies certified or otherwise
        identified to our satisfaction, of such documents, corporate records and
        other
        instruments as we have deemed necessary or appropriate for the purposes of
        this
        opinion, including: (a) the Offering Memorandum dated July /●/, 2004 (the
        " Offering
        Memorandum "),
        relating to the Notes, (b) the Purchase Agreement, (c) the Indenture
        dated
        as of July /●/, 2004 (the " Indenture "),
        among
        the Company, each of the Subsidiaries (other than Centro de Tecnología Vidriera
        Ltd. (" CTV "))
        and
        Bank of New York, as trustee (" Trustee "),
        (d) the form of the Notes, (e) the Master Collateral and Intercreditor
        Agreement dated as of July /●/, 2004 (the " Master
        Collateral Agreement "),
        among
        the Company, each of the Subsidiaries, the Collateral and Intercreditor Agent
        (the " Collateral
        Agent ")
        and
        the Trustee, (f) the Security Agreement dated as of July /●/, 2004 (the
        " Vitro
        Packaging Security Agreement "),
        between the Collateral Agent and Vitro Packaging, Inc. (" Vitro
        Packaging "),
        (g)
        the [Account Control Agreement] dated as of July /●/, 2004 (the " Vitro
        Packaging Account Control Agreement "),
        between the Collateral Agent and Vitro Packaging and (h) the [Account Control
        Agreement] dated as of July /●/, 2004 (the " FAMA
        Account Control Agreement "),
        between the Collateral Agent and Fabricación de Máquinas, S.A. de C.V.
        (" FAMA ").
        The
        Purchase Agreement, the Indenture, the Notes, the Master Collateral Agreement,
        the Vitro Packaging Security Agreement, the Vitro Packaging Account Control
        Agreement and the FAMA Account Control Agreement are collectively referred
        to as
        the " Transaction
        Documents ".
        Account No. /●/ maintained with /●/ Bank and Account No. /●/ maintained
        with /●/ Bank are referred to as the " Deposit
        Accounts ".
        References in this opinion to the "UCC" are to the Uniform Commercial Code
        currently in effect in the State of New York.
  In
        rendering the opinions contained herein, we have assumed: (a) that
        each of
        the parties to the Transaction Documents is duly organized, validly existing
        and, if













applicable,
        in good standing under the laws of the jurisdiction of its incorporation
        or
        formation, and has all requisite power and authority to execute, deliver
        and
        perform its obligations under the Transaction Documents, (b) that
        each of
        the parties to the Transaction Documents has duly authorized the Transaction
        Documents to which it is a party, (c) that each of the parties to
        the
        Transaction Documents has duly executed and delivered the Transaction Documents
        to which it is a party under the laws of each jurisdiction (other than, in
        the
        case of the Company and the Subsidiaries, the State of New York) to which
        any of
        the parties thereto may be subject, (d) that each of the parties to
        the
        Transaction Documents has the legal power to act in the capacity or capacities
        in which it is to act thereunder, (e) that each of the Transaction
        Documents constitutes a legal, valid and binding obligation of each of its
        respective parties, and is enforceable, under the laws of each jurisdiction
        (other than, in the case of the Company and the Subsidiaries, the State of
        New
        York) to which any of the parties thereto may be subject, (f) the performance
        of, and compliance with, the covenants contained in the Transaction Documents
        by
        each of the parties thereto, (g) the authenticity of all documents submitted
        to
        us as originals, (h) the conformity to the original documents of all
        documents submitted to us as copies, (i) the genuineness of all signatures
        on all documents submitted to us and (j) that the Notes conform to
        the form
        of Notes examined by us. We have also assumed that the appointment of CT
        Corporation System by the Company or the Subsidiaries, as the case may be,
        as
        authorized agent to receive service of process in accordance with
        Section 14 of the Purchase Agreement, Section 12.6 of the Indenture,
        Section 20 of the Notes, Section /●/ of the Master Collateral Agreement, Section
        /●/ of the Vitro Packaging Security Agreement, Section /●/ of the Vitro
        Packaging Account Control Agreement and Section /●/ of the FAMA Account
        Control Agreement is valid under the laws of the United Mexican States
        (" Mexico ")
        and
        have relied, with respect to certain factual matters, on the representations
        and
        warranties contained in the Transaction Documents and certificates of the
        Company.
  Based
        on
        the foregoing, and subject to the assumptions, qualifications and limitations
        set forth herein, we are of opinion as follows:


1.
              Assuming
                  the Purchase Agreement has been duly authorized, executed and delivered
                  by
                  the Company under the laws of Mexico, the Purchase Agreement has
                  been duly
                  executed and delivered by the
                  Company.
   2.
              Assuming
                  the Indenture has been duly authorized, executed and delivered
                  by each of
                  the Company and the Subsidiaries (other than CTV) under the laws
                  of the
                  jurisdiction of their organization or formation, the Indenture
                  has been
                  duly executed and delivered by each of the Company and the Subsidiaries
                  (other than CTV) and constitutes a legal, valid and binding obligation
                  of
                  each of the Company and the Subsidiaries (other than CTV) enforceable
                  against each of them in accordance with its
                  terms.
  3.
                Assuming
                    the Notes have been duly authorized, executed and delivered by
                    the Company
                    under the laws of Mexico, the Notes have been duly executed and
                    delivered
                    by the Company and, when authenticated in accordance with the













provisions
                      of the Indenture and delivered to and paid for by the Initial
                      Purchaser
                      pursuant to the Purchase Agreement, will constitute legal,
                      valid and
                      binding obligations of the Company entitled to the benefits
                      of the
                      Indenture and enforceable against the Company in accordance
                      with their
                      terms.
  4.
                  Assuming
                      the Master Collateral Agreement has been duly authorized, executed
                      and
                      delivered by each of the Company and the Subsidiaries under
                      the laws of
                      the jurisdiction of their organization or formation, the Master
                      Collateral
                      Agreement has been duly executed and delivered by each of the
                      Company and
                      the Subsidiaries and constitutes a legal, valid and binding
                      obligation of
                      each of the Company and the Subsidiaries enforceable against
                      each of them
                      in accordance with its terms.
   5.
                  Assuming
                      the Vitro Packaging Security Agreement has been duly authorized,
                      executed
                      and delivered by Vitro Packaging under the laws of the State
                      of Delaware,
                      the Vitro Packaging Security Agreement has been duly executed
                      and
                      delivered by Vitro Packaging and constitutes a legal, valid
                      and binding
                      obligation of Vitro Packaging enforceable against Vitro Packaging
                      in
                      accordance with its terms.
   6.
                  Assuming
                      the Vitro Packaging Account Control Agreement has been duly
                      authorized,
                      executed and delivered by Vitro Packaging under the laws of
                      the State of
                      Delaware, the Vitro Packaging Account Control Agreement has
                      been duly
                      executed and delivered by Vitro Packaging and constitutes a
                      legal, valid
                      and binding obligation of Vitro Packaging enforceable against
                      Vitro
                      Packaging in accordance with its
                      terms.
   7.
                  Assuming
                      the FAMA Account Control Agreement has been duly authorized,
                      executed and
                      delivered by FAMA under the laws of Mexico, the FAMA Account
                      Control
                      Agreement has been duly executed and delivered by FAMA and
                      constitutes a
                      legal, valid and binding obligation of FAMA enforceable against
                      Vitro
                      Packaging in accordance with its
                      terms.
   8.
                  No
                      authorization, approval or other action by, and no notice to,
                      consent of,
                      order of, or filing with, any United States Federal
                      or New York
                      governmental authority or regulatory body is required for the
                      execution
                      and delivery of the Transaction Documents or the consummation
                      of the
                      transactions contemplated therein, except for any authorizations
                      required
                      under state securities or "blue sky"
                      laws.
  9.
                    None
                          of the execution and delivery of the Transaction Documents,
                          the issue and
                          sale of the Notes, the consummation of any other of the
                          transactions
                          contemplated by the Transaction Documents or the performance
                          of the terms
                          of the Transaction Documents will (i) conflict with,
                          result in a
                          breach of, or constitute a default under, the terms of
                          any of the
                          agreements and instruments listed inAnnex Aattached hereto or (ii) contravene any law, rule
                          or regulation of the
                          United States of America or the State of New York
                          or, to our
                          knowledge, based solely on
   
  inquiry
                            of the General Counsel and Chief Financial Officer of
                            the Company, any
                            order or decree of any United States Federal or New York
                            Court or
                            government agency or
                            instrumentality.
  10.
                        The
                            statements made in the Offering Memorandum under the
                            captions "Description
                            of the Notes" and "Notice to Investors", insofar as they
                            purport to
                            constitute summaries of certain provisions of the Indenture,
                            the Notes and
                            the Master Collateral Agreement, and under the caption
                            "Certain Income Tax
                            Considerations—United States Taxation", insofar as they purport
                            to
                            describe the material United States Federal income tax
                            consequences of an
                            investment in the Notes, fairly summarize the matters
                            therein
                            described.
   11.
                          The
                              statements made in the Offering Memorandum under the
                              captions "Description
                              of the Notes" and "Notice to Investors", insofar as
                              they purport to
                              constitute summaries of certain provisions of the Indenture,
                              the Notes and
                              the Master Collateral Agreement, and under the caption
                              "Certain Income Tax
                              Considerations—United States Taxation", insofar as they purport
                              to
                              describe the material United States Federal income
                              tax consequences of an
                              investment in the Notes, fairly summarize the matters
                              therein
                              described.
  12.
                              Assuming
                                  the validity of such actions under the laws of
                                  Mexico, under the laws of
                                  the State of New York, the Company or the Subsidiaries,
                                  as the case may
                                  be, have (i) pursuant to Section 14
                                  of the Purchase Agreement,
                                  Section [12.6] of the Indenture, Section [20]
                                  of the Notes and
                                  Section [11.9] of the Master Collateral
                                  Agreement, to the extent and
                                  for the matters set forth therein, validly and
                                  irrevocably submitted to
                                  the personal jurisdiction of any New York State
                                  or United States Federal
                                  court located in the City of New York and County
                                  of New York in any action
                                  brought by any other party thereto arising out
                                  of or relating to the
                                  Purchase Agreement, the Indenture, the Notes or
                                  the Master Collateral
                                  Agreement, (ii) pursuant to Section [14]
                                  of the Purchase
                                  Agreement, Section [12.6] of the Indenture,
                                  Section [20] of the
                                  Notes and Section 11.9 of the Master Collateral
                                  Agreement, to the
                                  extent and for the matters set forth therein, validly
                                  and irrevocably
                                  waived any objection to the laying of venue of
                                  any such action in any such
                                  court and (iii) validly appointed CT Corporation
                                  System as its
                                  authorized agent for the purposes described in
                                  Section [14] of the
                                  Purchase






Agreement,
                  Section [12.6] of the Indenture, Section [20] of
                  the Notes and
                  Section [11.9] of the Master Collateral Agreement; and,
                  assuming the
                  validity of such actions under the laws of Mexico, service of process
                  effected in the manner set forth in Section [14] of the
                  Purchase
                  Agreement, Section [12.6] of the Indenture, Section [20]
                  of the
                  Notes and Section [11.9] of the Master Collateral Agreement
                  will be
                  effective, under the laws of the State of New York, to confer valid
                  personal jurisdiction over the Company or the Subsidiaries, as
                  the case
                  may be, in any such proceeding.
   13.
              The
                  Company is not required to register as an "investment company"
                  under the
                  Investment Company Act of 1940, as
                  amended.
  14.
              (i)The
                  provisions of the Vitro Packaging Security Agreement are effective
                  to
                  create in favor of the Collateral Agent a valid security interest
                  in all
                  right, title and interest of Vitro Packaging in such of the Collateral
                  (as
                  defined therein) as constitutes "accounts", "chattel paper", "deposit
                  accounts", "documents", "general intangibles", "instruments", "inventory",
                  "investment property" and "letter-of-credit rights" within the
                  meaning of
                  the New York UCC and (ii) the provisions of the Master Collateral
                  Agreement are effective to create in favor of the Collateral Agent
                  a valid
                  security interest in all right, title and interest of FAMA in such
                  of the
                  [FAMA U.S. Collateral] (as defined therein) as constitutes "accounts",
                  "chattel paper", "deposit accounts" and "investment property" within
                  the
                  meaning of the New York UCC, (such of the Collateral and the [FAMA
                  U.S.
                  Collateral] being hereinafter referred to as the "Specified
                  Collateral"),
                  to the extent that the creation of security interests in the Specified
                  Collateral is governed by the New York
                  UCC.
  Our
          opinions expressed in this paragraph 14 are further qualified as
          follows:
  (a)
          we
          express no opinion as to Vitro Packaging's or FAMA's rights in or title
          to any
          Collateral or [FAMA U.S. Collateral];
  (b)
          we
          express no opinion as to the validity or perfection of any security interests
          in
          any item of collateral other than the Specified Collateral, in any item
          of
          Collateral or [FAMA U.S. Collateral] which is expressly excluded from the
          application of the New York UCC pursuant to Section 9-109 thereof, in any
          item
          of Collateral or [FAMA U.S. Collateral] which consists of fixtures (as
          defined
          in Section 9-102(a)(41) of the New York UCC) or in any item of Collateral
          or
          [FAMA U.S. Collateral] which is subject to (A) a statute or treaty of the
          United
          States which provides for a national or international registration or a
          national
          or international certificate of title for the perfection of a security
          interest
          therein or which specifies a place of filing different from that specified
          in
          the New York UCC for filing to perfect such security interest or (B) a
          certificate of title statute;
  (c)
          we
          express no opinion as to the perfection of any security interest in any
          proceeds
          and note that any such interest is limited to the extent set forth in Section
          9-315 of the New York UCC;
  (d)
          we
          express no opinion as to the priority of any security interest;
  (e)
          in
          the case of property which becomes Collateral or [FAMA U.S. Collateral]
          on any
          day after the filing of a bankruptcy petition with respect to Vitro Packaging
          or
          FAMA, as the case may be, Section 552 of Title 11 of the United States
          Code (the
          " Bankruptcy
          Code ")
          limits
          the extent to which property acquired by a debtor after the commencement
          of a
          case under the Bankruptcy Code may be subject to a security interest arising
          from a security agreement entered into by the debtor before the commencement
          of
          such case;
  (f)
          we
          express no opinion as to the validity or enforceability of any security
          interest
          in "goods" (as defined in the New York UCC) which have been bought from
          Vitro
          Packaging by a buyer in the ordinary course of business (as defined in
          Section
          1-201 of the New York UCC); and
  (g)
          we
          express no opinion in paragraph 14 as to what law, pursuant to Section
          9-301 of
          the New York UCC, would govern perfection of the security interests granted
          in
          the Collateral or [FAMA U.S. Collateral].
  The
          provisions of the Vitro Packaging Account Control Agreement and the FAMA
          Account
          Control Agreement are effective to perfect the security interest of the
          Collateral Agent in the Deposit Account which is the subject of such agreement.
          For purposes of the foregoing opinion, we have assumed that each of the
          Deposit
          Accounts is a "deposit account" within the meaning of Section 9-102 of
          the New
          York UCC.
  *The
          foregoing opinions are subject to the following qualifications and
          limitations:* ****
  (a)
          the
          enforceability of the Transaction Documents is subject to applicable bankruptcy,
          insolvency, reorganization, moratorium, fraudulent transfer or conveyance
          and
          other similar laws affecting creditors' rights generally from time to time
          in
          effect to general principles of equity, including, without limitation,
          concepts
          of materiality, reasonableness, good faith and fair dealing, regardless
          of
          whether considered in a proceeding in equity or at law and to judicial
          application of foreign laws or foreign governmental actions affecting creditors'
          rights (as to which matters we understand you have satisfied yourself);
  (b)
          insofar as provisions contained in the Transaction Documents provide for
          indemnification, the enforcement thereof may be limited by public policy
          considerations;
  (c)
          certain provisions of the Vitro Packaging Security Agreement and the Master
          Collateral Agreement (with respect to the creation, perfection and enforcement
          of a security interest in the [FAMA U.S. Collateral]) are or may be
          unenforceable in whole or in part under the laws of the State of New York,
          but
          the inclusion of such provisions does not affect the validity of the Vitro
          Packaging Security Agreement or the Master Collateral Agreement, and each
          of the
          foregoing agreements contains adequate provisions for the practical realization
          of the principal rights and benefits intended to be afforded
          thereby;
  (d)
          the
          availability of a decree for specific performance, an injunction or any
          other
          equitable remedy is subject to the discretion of the court requested to
          issue
          any such decree, injunction or remedy; and
  
  (e)
          the
          choice of the law of the State of New York as the governing law of the
          Transaction Documents is subject to the limitations specified in Section
          5-1401
          of the General Obligations Law of the State of New York, and we express
          no
          opinion as to matters which, as a result of the application of said Section
          5-1401, are not governed by New York law.
  We
          express no opinion herein as to (i) Section /●/ of the Purchase
          Agreement, Section [12.6] of the Indenture, Section [20]
          of the Notes
          and Section [11.9] of the Master Collateral Agreement insofar as
          they
          relate to waiver of an inconvenient forum, (ii) the enforceability
          of
          Section [18] of the Purchase Agreement, Section [12.6] of
          the
          Indenture, Section [20] of the Notes and Section [11.11]
          of the Master
          Collateral Agreement to the extent that the waiver of immunity set forth
          therein
          purports to apply to any immunity to which the Company or the Subsidiaries
          may
          become entitled after the date hereof, (iii) Section [16]
          of the
          Purchase Agreement, Section [12.6] of the Indenture, Section [14]
          of
          the Notes and Section /●/ of the Master Collateral Agreement relating to
          currency indemnities, (iv) Section [14] of the Purchase Agreement,
          Section [12.6] of the Indenture, Section [20] of the Notes
          and
          Section [11.9] of the Master Collateral Agreement insofar as they
          relate to
          subject matter jurisdiction of the United States Federal courts in the
          City of
          New York and the County of New York to adjudicate any controversy related
          to
          such agreements or (v) compliance with, or the application or effect
          of,
          Federal or state securities laws except to the extent set forth in
          paragraph 11.
  We
          are
          admitted to practice in the State of New York, and we express no opinion
          as to
          matters governed by any laws other than the laws of the State of New York
          and
          the Federal laws of the United States of America. In particular, we do
          not
          purport to pass on any matter governed by the laws of Mexico.
  To
          the
          extent that the laws of Mexico, Ohio, Panama, Switzerland, Delaware or
          the
          intellectual property laws of the United States may be relevant to the
          opinions
          expressed herein, we have, with your consent, relied on, assumed (without
          independent investigation) the correctness of, and our opinion is subject
          to the
          assumptions, qualifications and limitations contained in, the opinions
          dated the
          date hereof of (i) Lic. Francisco Romero, General Counsel
          for the
          Company, (ii) Kuri Breña, Sanchez Ugarte, Corcuera y Aznar, special Mexican
          counsel for the Company, (iii) Jalife, Caballero, Vázquez & Asociados,
          Mexican intellectual property counsel for the Company, (iv) Carstens,
          Yee
& Cahoon, U.S. intellectual property counsel for the
          Company,(v) MacMillan, Sobanski & Todd, LLC, special Ohio counsel for
          the Company, (vi) De Obaldia & Garcia de Paredes, special Panamanian counsel
          for the Company, (vii) /●/, special Swiss counsel for the Company and
          (viii) Richards, Layton & Finger, P.A., special Delaware counsel for
          Vitro Packaging.
  We
          are
          furnishing this opinion to you, as the Initial Purchaser of the Notes,
          solely
          for your benefit. This opinion may not be relied upon by any other person
          (including by any person that acquires the Notes from you) or for any other
          purpose. It may not be used, circulated, quoted or otherwise referred to
          for any
          other purpose.
  Very
          truly yours,






Schedule
        I
 
 1.  Compañia
        Vidriera, S.A. de C.V.
 2.  Vidriera
        Guadalajara, S.A. de C.V.
 3.  Vidriera
        Los Reyes, S.A. de C.V.
 4.  Vidriera
        Monterrey, S.A. de C.V.
 5.  Vidriera
        Querétaro, S.A. de C.V.
 6.  Vidriera
        Toluca, S.A. de C.V.
 7.      
Procesadora
        de Materias Primas Industrializables, S.A. de C.V.
 8.  Industria
        del Álcali, S.A. de C.V.
 9.  Fabricacíon
        de Máquinas, S.A. de C.V.
 10.  Vitro
        Packaging, Inc.
 11.  Centro
        de
        Tecnología Vidriera Ltd.




**Exhibit
        C-2**
 
 /●/,
        2004
 Vitro
        Envases Norteamerica, S.A. de C.V.
 $/●/
        Aggregate Principal Amount of
 /●/%
        Senior Secured Guaranteed Notes due 2011
 
  Citigroup
        Global Markets Inc.
  388
        Greenwich Street
  New
        York,
        New York 10013
  Ladies
        and Gentlemen:
  We
        have
        acted as special United States counsel for Vitro Envases Norteamerica, S.A.
        de
        C.V., a Mexican corporation ( *sociedad
        anónima de capital variable* )
        (the
        " Company "),
        in
        connection with the purchase by Citigroup Global Markets Inc. (the " Initial
        Purchaser ")
        under
        the Purchase Agreement dated as of /●/, 2004 (the " Purchase
        Agreement "),
        between the Company and the Initial Purchaser, from the Company of $/●/
        aggregate principal amount of the Company's /●/% Senior Secured Guaranteed Notes
        due 2011 (the " Notes ").
  In
        that
        capacity, we participated in conferences with certain officers and
        representatives of, and with the accountants and counsel for, the Company
        concerning the preparation of the Offering Memorandum dated /●/, 2004 (the
        " Offering
        Memorandum "),
        relating to the Notes.
  Although
        we have made certain inquiries and investigations in connection with the
        preparation of the Offering Memorandum, the limitations inherent in the role
        of
        outside counsel are such that we cannot and do not assume responsibility
        for the
        accuracy or completeness of the statements made in the Offering Memorandum,
        except insofar as such statements relate to us and except to the extent set
        forth in paragraph 10 in our opinion to you dated the date hereof.
        Subject
        to the foregoing, we hereby advise you that our work in connection with this
        matter did not disclose any information that gave us reason to believe
        that
        the Offering Memorandum (except for the financial statements and other
        information of a statistical, accounting or financial nature included therein
        as
        to which we do not express any view) as of its date or as of the date hereof,
        included or includes an untrue statement of a material fact or omitted or
        omits
        to state a material fact necessary in order to make the statements therein,
        in
        the light of the circumstances under which they were made, not
        misleading.
  We
        are
        furnishing this letter to you, as the Initial Purchaser of the Notes, solely
        for
        your benefit in order to assist you in establishing appropriate defenses
        under
        applicable securities law. This letter may not be relied upon by any other
        person (including by any person that acquires the Notes from you) or for
        any
        other purpose. It may not be used, circulated, quoted or otherwise referred
        to
        for any other purpose.
  Very
        truly yours,











**Exhibit
        D**
  
  July
        /●/,
        2004
 Vitro
        Envases N orteamérica,
        S.A. de C.V.
 $/●/
        Aggregate Principal Amount of
 /●/%
        Senior Secured Guaranteed Notes due 2011
  Ladies
        and Gentlemen:
  We
        have
        acted as special Mexican intellectual property counsel for Vitro Envases
        Norteamérica, S.A. de C.V., a Mexican corporation ( *sociedad
        anónima de capital variable* )
        (the
        " Company "),
        in
        connection with the purchase by the initial purchaser (the " Initial
        Purchaser ")
        listed
        in Schedule I to the Purchase Agreement dated as of /●/, 2004 (the
        " Purchase
        Agreement "),
        among
        the Company and Citigroup Global Markets Inc., as Representative of the Initial
        Purchaser, from the Company of $/●/ aggregate principal amount of the Company's
        /●/% Senior Secured Guaranteed Notes due 2011 (the " Notes ").
  In
        that
        connection, we have examined originals, or copies certified or otherwise
        identified to our satisfaction, of such documents, corporate records and
        other
        instruments as we have deemed necessary or appropriate for the purposes of
        this
        opinion, including: (a) the Purchase Agreement, (b) the Indenture
        dated as
        of /●/, 2004 (the " Indenture ") **,** between
        the Company, the Guarantors (as defined therein) and /●/, as trustee (the
“ Trustee ”),
        (c) the form of the Note, (d) the Master Collateral and Intercreditor
        Agreement dated as of /●/, 2004 (the “ Master
        Collateral and Intercreditor Agreement ”)
        among
        the Company, the Grantors (as defined therein), the Collateral and Intercreditor
        Agent, the Trustee and such other Secured Parties (as defined therein) as
        shall,
        from time to time, become party thereto, (e) the [Non-Possessory Mexican
        Security Agreement] and (f) the September 29, 1994 Technical Assistance
        Agreement between Owens-Brockway Glass Container, Inc. and Vidriera Monterrey,
        S.A. de C.V. (the “ Technical
        Assistance Agreement ”) and
        related documents .
        The
        Purchase Agreement, the Indenture, the Notes, the Master Collateral and
        Intercreditor Agreement and the [Non-Possessory Mexican Security Agreement]
        are
        collectively referred to as the " Transaction
        Documents ".
  In
        rendering the opinions contained herein, we have assumed: (a) that
        each of
        the parties to the Transaction Documents is duly organized, validly existing
        and, if applicable, in good standing under the laws of the jurisdiction of
        its
        incorporation or formation, and has all requisite power and authority to
        execute, deliver and perform its obligations under the Transaction Documents,
        (b) that each of the parties to the Transaction Documents has duly
        authorized, executed and delivered the Transaction Documents, (c) that
        each
        of the parties to the Transaction Documents has the legal power to act in
        the
        capacity or capacities in which it is to act thereunder, (d) that
        each of
        the Transaction Documents constitutes a legal, valid and binding obligation
        of
        each of its respective parties and is enforceable under the laws of each
        jurisdiction to which any of the parties thereto may be subject, (e) the
        performance of, and compliance with, the covenants contained in the Transaction
        Documents, (f) the authenticity of all documents submitted to us as
        originals, (g) the conformity to the original documents of all documents
        submitted to us as copies and (h) the genuineness of all signatures
        on all
        documents submitted to
   
  us.
          We
          have also relied, with respect to certain factual matters, on the
          representations and warranties contained in the Transaction Documents and
          certificates from the Company.
  Based
          upon the foregoing, and subject to the assumptions, qualifications and
          limitations set forth herein, we are of opinion as follows:
  None
          of
          the issue and sale of the Notes, the execution and delivery of the Transaction
          Documents, the consummation of any other of the transactions contemplated
          by the
          Transaction Documents or the performance of the terms of the Transaction
          Documents will conflict with, or result in a breach or violation of (i)
          the
          Technical Assistance Agreement or any intellectual property rights of
          Owens-Brockway Glass Containers, Inc. (x) contemplated by the Technical
          Assistance Agreement or (y) codified or covered by any statute, law, rule
          or
          regulation of Mexico relating to the pledged machinery, (ii) any statute,
          law,
          rule or regulation of Mexico relating to intellectual property rights or
          (iii)
          to our knowledge, any order or decree of any Mexican court, regulatory
          body,
          administrative agency, governmental body, arbitrator, instrumentality or
          other
          authority having jurisdiction over the Company, any of its Subsidiaries
          or any
          of their respective property.
  Regarding
          the Technical Assistance Agreement, we are of the opinion that Owens-Brockway
          Glass Container, Inc. has no rights to claim that any person located in
          Mexico
          may not transfer ( *enajenar* )
          the
          machinery which is the subject of the Technical Assistance Agreement to
          any
          other person also located in Mexico.
  We
          note
          that the Technical Assistance Agreement  does
          not
          specify a governing law. For purposes of this opinion we have assumed that
          the
          agreement is governed by Mexican law.
  We
          are
          admitted to practice in Mexico and express no opinion as to matters governed
          by
          any laws other than the laws of Mexico. In particular, we do not purport
          to pass
          on any matter governed by the laws of the United States of America or any
          of its
          constituent States.
  We
          are
          furnishing this opinion to you, as the Initial Purchaser of the Notes,
          solely
          for your benefit. This opinion may not be relied upon by any other person
          (including by any person that acquires the Notes from the Initial Purchaser)
          or
          for any other purpose. It may not be used, circulated, quoted or otherwise
          referred to for any other purpose.
  Very
          truly yours,
 **Exhibit
          E**
 
 July
          /●/,
          2004
 Vitro
          Envases N orteamérica,
          S.A. de C.V.,
 $/●/
          Aggregate Principal Amount of
 /●/%
          Senior Secured Guaranteed Notes due 2011
  Ladies
          and Gentlemen:
  We
          have
          acted as special Ohio law and United States intellectual property law counsel
          for Vitro Envases Norteamérica, S.A. de C.V., a Mexican corporation
          ( *sociedad
          anónima de capital variable* )
          (the
          " Company "),
          in
          connection with the purchase by the initial purchaser (the " Initial
          Purchaser ")
          listed
          in Schedule I to the Purchase Agreement dated as of /●/, 2004 (the
          " Purchase
          Agreement "),
          among
          the Company and Citigroup Global Markets Inc., as the Initial Purchaser,
          from
          the Company of $/●/ aggregate principal amount of the Company's /●/% Senior
          Notes due 2011 (the " Notes ").
  In
          that
          connection, we have examined originals, or copies certified or otherwise
          identified to our satisfaction, of such documents, corporate records and
          other
          instruments as we have deemed necessary or appropriate for the purposes
          of this
          opinion, including: (a)  the Purchase Agreement, (b) the Indenture
          dated as
          of [insert date] (the “ Indenture ”),
          between the Company, the Guarantors (as defined therein) and [insert] as
          trustee
          (the “ Trustee ”),
          (c)
          the form of the Note, (d) the Master Collateral and Intercreditor Agreement
          dated as of /●/, 2004 (the “ Master
          Collateral and Intercreditor Agreement ”)
          among
          the Company, the Grantors (as defined therein) /●/ as Collateral and
          Intercreditor Agent, the Trustee and such other Secured Parties (as defined
          therein) as shall, from time to time, become party thereto, (e) the
          [Non-Possessory Mexican Security Agreement] and (f)(c) the September 29,
          1994
          Technical Assistance Agreement between Owens-Brockway Glass Container,
          Inc. and
          Vidriera Monterrey, S.A. de C.V. (the “ Technical
          Assistance Agreement ”)  and
          related documents. The Purchase Agreement, the Indenture, the Notes, the
          Master
          Collateral and Intercreditor Agreement and the [Non-Possessory Mexican
          Security
          Agreement] are collectively referred to as the " Transaction
          Documents ".
  In
          rendering the opinions contained herein, we have assumed: (a) that
          each of
          the parties to the Transaction Documents is duly organized, validly existing
          and, if applicable, in good standing under the laws of the jurisdiction
          of its
          incorporation or formation, and has all requisite power and authority to
          execute, deliver and perform its obligations under the Transaction Documents,
          (b) that each of the parties to the Transaction Documents has duly
          authorized the Transaction Documents to which it is a party, (c) that
          each
          of the parties to the Transaction Documents has duly executed and delivered
          the
          Transaction Documents to which it is a party under the laws of each jurisdiction
          to which any of the parties thereto may be subject, (d) that each
          of the
          parties to the Transaction Documents has the legal power to act in the
          capacity
          or capacities in which it is to act thereunder, (e) that each of
          the
          Transaction Documents constitutes a legal, valid and binding obligation
          of each
          of its respective parties and is enforceable under the laws of each jurisdiction
          to which any of the parties thereto may be subject, (f) the performance
          of, and
          compliance with, the covenants contained in the Transaction Documents by
          each of
          the parties thereto, (g) the authenticity of all documents submitted to
          us as
          originals, (h) the conformity to the original documents of all documents
          submitted to us as copies
   
  and
            (i) the genuineness of all signatures on all documents submitted
            to us. We
            have also relied, with respect to certain factual matters, on the
            representations and warranties contained in the Transaction Documents
            and
            certificates of the Company and its Subsidiaries.
  Based
            on
            the foregoing, and subject to the assumptions, qualifications and limitations
            set forth herein, we are of the following opinion:
  We
            have
            reviewed the Transaction Documents for the sole purpose of determining
            if the
            pledge as security of machinery acquired under the Technical Assistance
            Agreement or the subsequent foreclosure of any such pledged machinery
            would
            violate said Agreement or any intellectual property rights of Owens-Brockway
            Glass Container, Inc. In this regard, none of the execution and delivery
            of the
            Transaction Documents, the consummation of any other of the transactions
            contemplated by the Transaction Documents or the performance of the terms
            of the
            Transaction Documents will conflict with or result in a breach or violation
            of
            the Technical
            Assistance Agreement ,
            or any
            intellectual property law or rights of Owens-Brockway Glass Container,
            Inc.
            codified in or covered by any statute, law, rule or regulation of the
            State of
            Ohio relating to the pledged machinery.
  We
            note
            that the Technical Assistance Agreement  does
            not
            specify a governing law. It is our opinion that the Technical Assistance
            Agreement and any follow-on license contemplated by same would be interpreted
            under Mexican law. For purposes of this opinion, however, we have assumed
            the
            Technical Assistance Agreement and any follow-on licenses contemplated
            therein
            are governed by the law of the State of Ohio. Making such assumption,
            we
            conclude that the Technical Assistance Agreement has expired and no longer
            governs the relationship between the parties thereto. Any follow-on license
            entered into between Owens-Brockway Glass Container, Inc. and Vidriera
            Monterrey, S.A. de C.V., pursuant to the provisions of the Technical
            Assistance
            Agreement would not be breached or violated by virtue of the pledge of
            the
            machinery contemplated in the Transaction Documents. In our opinion,
            any
            additional post-expiration intellectual property rights relating to the
            Technical Assistance Agreement and the pledged machinery would necessarily
            be
            governed exclusively by the laws of Mexico because such intellectual
            property
            rights would involve Mexican patents.
  We
            are
            admitted to practice before the United States Patent and Trademark Office
            and in
            the State of Ohio, and we express no opinion as to matters governed by
            any laws
            other than the federal laws of the United States of America and the laws
            of the
            State of Ohio. In particular, we do not purport to pass on any matter
            governed
            by the laws of Mexico or the laws of the State of New York. Our field
            of
            specialty is intellectual property and licensing, and we do not offer
            any
            opinion falling outside this field.
  We
            are
            furnishing this opinion to you, as the Initial Purchaser of the Notes,
            solely
            for your benefit. This opinion may not be relied upon by any other person
            (including by any person that acquires the Notes from the Initial Purchaser)
            or
            for any other purpose. It may not be used, circulated, quoted or otherwise
            referred to for any other purpose.
  
  **Exhibit
            F**
 
 July
            /●/,
            2004
 Vitro
            Envases N orteamérica,
            S.A. de C.V.
 $/●/
            Aggregate Principal Amount of
 /●/%
            Senior Secured Guaranteed Notes due 2011
  Ladies
            and Gentlemen:
  We
            have
            acted as special United States federal patent counsel for Vitro Envases
            Norteamérica, S.A. de C.V., a Mexican corporation ( *sociedad
            anónima de capital variable* )
            (the
            " Company "),
            in
            connection with the purchase by the initial purchaser (the " Initial
            Purchaser ")
            listed
            in Schedule I to the Purchase Agreement dated as of /●/, 2004 (the
            " Purchase
            Agreement "),
            among
            the Company and Citigroup Global Markets Inc., as the Initial Purchaser,
            from
            the Company of $/●/ aggregate principal amount of the Company's /●/% Senior
            Secured Guaranteed Notes due 2011 (the " Notes ").
  In
            that
            connection, We have examined originals, or copies certified or otherwise
            identified to our satisfaction, of such documents, corporate records
            and other
            instruments as we have deemed necessary or appropriate for the purposes
            of this
            opinion, including: (a) the Purchase Agreement, (b) the Indenture dated
            as of
            [insert date] (the “ Indenture ”),
            between the Company, the Guarantors (as defined therein) and [insert]
            as trustee
            (the “ Trustee ”),
            (c)
            the form of the Note, (d) the Master Collateral and Intercreditor
            Agreement
            dated as of /●/, 2004 (the “ Master
            Collateral and Intercreditor Agreement ”)
            among
            the Company, the Grantors (as defined therein), /●/ as Collateral and
            Intercreditor Agent, the Trustee and such other Secured Parties (as defined
            therein) as shall, from time to time, become party thereto, (e) the
            [Non-Possessory Mexican Security Agreement] and (f) the September 29,
            1994
            Technical Assistance Agreement between Owens-Brockway Glass Container,
            Inc. and
            Vidriera Monterrey, S.A. de C.V. (the “ Technical
            Assistance Agreement ”) and
            related documents .
            The
            Purchase Agreement, the Indenture, the Notes, the Master Collateral and
            Intercreditor Agreement and the [Non-Possessory Mexican Security Agreement]
            are
            collectively referred to as the " Transaction
            Documents ".
  In
            rendering the opinions contained herein, We have assumed: (a) that
            each of
            the parties to the Transaction Documents is duly organized, validly existing
            and, if applicable, in good standing under the laws of the jurisdiction
            of its
            incorporation or formation, and has all requisite power and authority
            to
            execute, deliver and perform its obligations under the Transaction Documents,
            (b) that each of the parties to the Transaction Documents has
            duly
            authorized the Transaction Documents to which it is a party, (c) that
            each
            of the parties to the Transaction Documents has duly executed and delivered
            the
            Transaction Documents to which it is a party under the laws of each jurisdiction
            to which any of the parties thereto may be subject, (d) that each
            of the
            parties to the Transaction Documents has the legal power to act in the
            capacity
            or capacities in which it is to act thereunder, (e) that each
            of the
            Transaction Documents constitutes a legal, valid and binding obligation
            of each
            of its respective parties and is enforceable under the laws of each jurisdiction
            to which any of the parties thereto may be subject, (f) the performance
            of, and
            compliance with, the covenants contained in the Transaction Documents
            by each of
            the parties thereto, (g) the authenticity of all documents submitted
            to us as
            originals, (h) the conformity to the original documents of all
            documents
            submitted to us as copies and (i) the genuineness of all signatures
            on all
            documents submitted to us. We have also relied,






with
        respect to certain factual matters, on the representations and warranties
        contained in the Transaction Documents and certificates of the Company and
        its
        Subsidiaries.
  Based
        on
        the foregoing, and subject to the assumptions, qualifications and limitations
        set forth herein, we are of opinion as follows:
  We
        have
        reviewed the Transaction Documents for the sole purpose of determining if
        the
        pledge as security of machinery acquired under the Technical Assistance
        Agreement or the subsequent foreclosure of any such pledged machinery would
        violate said Agreement or any intellectual property rights of Owens-Brockway
        Glass Container, Inc. In this regard, none of the execution and delivery
        of the
        Transaction Documents, the consummation of any other of the transactions
        contemplated by the Transaction Documents or the performance of the terms
        of the
        Transaction Documents will conflict with or result in a breach or violation
        of
        the Technical Assistance Agreement,  or
        any
        intellectual property law or rights of Owens-Brockway Glass Container, Inc.
        codified in or covered by any federal statute, law, rule or regulation of
        the
        United States of America (the "United States") relating to the pledged
        machinery. We note, however, that the importation into or sale in the United
        States of items pledged as security under the Transaction Documents could
        infringe United States patents. We have not undertaken the task of determining
        if there are any valid United States patents that would be infringed in such
        instance, and, therefore, offer no opinion in this regard.
  We
        note
        that the Technical Assistance Agreement does not specify a governing law.
        It is
        our opinion that the Technical Assistance Agreement and any follow-on license
        contemplated by same would be interpreted under Mexican law. For purposes
        of
        this opinion, however, we have assumed that the Technical Assistance Agreement
        and any follow-on licenses contemplated therein are governed by the federal
        law
        of the United States. Making such assumption, we conclude that the Technical
        Assistance Agreement has expired and no longer governs the relationship between
        the parties thereto. Any follow-on license entered into between Owens-Brockway
        Glass Container, Inc. and Vidriera Monterrey, S.A. de C.V., pursuant to the
        provisions of the Technical Assistance Agreement would not be breached or
        violated by virtue of the pledge of the machinery contemplated in the
        Transaction Documents. In our opinion, any additional post-expiration
        intellectual property rights relating to the Technical Assistance Agreement
        and
        the pledged machinery would necessarily be governed exclusively by the laws
        of
        Mexico, because such intellectual property rights would involve Mexican
        patents.
  The
        undersigned is admitted to practice before the United States Patent and
        Trademark Office and in the State of Texas, and we express no opinion as
        to
        matters governed by any laws other than the federal laws of the United States
        of
        America and the laws of the State of Texas. In particular, we do not purport
        to
        pass on any matter governed by the laws of Mexico or by the laws of the State
        of
        New York. Our field of specialty is intellectual property and licensing,
        and we
        do not offer any opinion falling outside this field.
  We
        are
        furnishing this opinion to you, as the Initial Purchaser of the Notes, solely
        for your benefit. This opinion may not be relied upon by any other person
        (including by any person that acquires the Notes from the Initial Purchaser)
        or
        for any other purpose. It may not be used, circulated, quoted or otherwise
        referred to for any other purpose.
  Very
        truly yours,
   
   
 **Exhibit
        G**
  July
        /●/,
        2004
  Vitro
        Envases N orteamérica,
        S.A. de C.V.,
 $/●/
        Aggregate Principal Amount of
 /●/%
        Senior Secured Guaranteed Notes due 2011
  
  Citigroup
        Global Capital Markets Inc.
  As
        Representatives of the Initial Purchasers
  388
        Greenwich Street
  New
        York,
        New York 10013
  Ladies
        and Gentlemen:
  We
        have
        acted as special Panamanian counsel for Vitro Envases Norteamérica, S.A. de
        C.V., a Mexican corporation ( *sociedad
        anónima de capital variable* )
        (the
        " Company "),
        in
        connection with the purchase by Citigroup Global Capital Markets Inc. (the
        " Initial
        Purchaser ")
        pursuant to the Purchase Agreement dated as of /●/, 2004 (the " Purchase
        Agreement "),
        between the Company and the Initial Purchaser, from the Company of $/●/
        aggregate principal amount of the Company's /●/% Senior Secured Guaranteed Notes
        due 2011 (the " Notes ").
        This
        opinion is being delivered to you pursuant to Section 6(g) of the Purchase
        Agreement.
  In
        that
        connection, we have examined originals, or copies certified or otherwise
        identified to our satisfaction, of such documents, corporate records and
        other
        instruments as we have deemed necessary or appropriate for the purposes of
        this
        opinion, including: (a) the Offering Memorandum dated July /●/ 2004 (the
        " Offering
        Memorandum ")
        relating to the Notes, (b) the Purchase Agreement, (c) the Indenture
        dated
        as of /●/, 2004 (the " Indenture "),
        between the Company, the Bank of New York, as trustee (the " Trustee "),
        (d) the form of the Notes, (e) the Master Collateral and Intercreditor
        Agreement dated as of /●/, 2004 (the “ Master
        Collateral and Intercreditor Agreement ”)
        among
        the Company, the Grantors (as defined therein), HSBC Bank USA as collateral
        and
        intercreditor agent (the “ Collateral
        and Intercreditor Agent ”),
        the
        Trustee and such other Secured Parties (as defined therein) as shall, from
        time
        to time, become party thereto (f) the Share Purchase Agreement, dated as
        of May
        31, 2004 (the “ Comegua
        Share Purchase Agreement ”)
        among
        Vitrosa A.G. (formerly Vitrosa Holding LTD.), a Swiss [corporation] (the
        “ Seller ”)
        and
        Centro de Tecnología Vidriera LTD., a Swiss [corporation] (the “ Purchaser ”),
        providing for the sale of 2,376 class “AA” shares (the “ Comegua
        Shares ”)
        of
        Empresas Comegua, S.A (“ Comegua ”)
        by the
        Seller to the Purchaser, (g) the letters of London Overseas Inc. and Golden
        Beer
        Corporation dated May 3, 2004 and May 17, 2004, respectively, each in respect
        of
        the transfer of the Comegua Shares by the Seller to the Purchaser and the
        pledge
        of the Comegua Shares to the creditors of the Company (collectively, the
        “ Consent
        Letters ”),
        (h)
        the stock certificates representing the Comegua Shares, (i) the *pacto
        social y reformas* of
        Comegua, (j) the shareholder agreement of Comegua (the “ Comegua
        Shareholder Agreement ”)
        and
        (k) the form of Stock Pledge Agreement attached as an exhibit to the Master
        Collateral Agreement (the “ Comegua
        Stock Pledge Agreement ”).






The
        Purchase Agreement, the Indenture, the Notes, the Master Collateral Agreement,
        the Comegua Share Purchase Agreement and the Comegua Stock Pledge Agreement
        are
        collectively referred to as the " Transaction
        Documents ".
  In
        rendering the opinions contained herein, we have assumed: (a) that
        each of
        the parties to the Transaction Documents is duly organized, validly existing
        and, if applicable, in good standing under the laws of the jurisdiction of
        its
        incorporation or formation, and has all requisite power and authority to
        execute, deliver and perform its obligations under the Transaction Documents,
        (b) that each of the parties to the Transaction Documents has duly
        authorized the Transaction Documents to which it is a party, (c) that
        each
        of the parties to the Transaction Documents has duly executed and delivered
        the
        Transaction Documents to which it is a party under the laws of each jurisdiction
        to which any of the parties thereto may be subject (other than Panama),
        (d) that each of the parties to the Transaction Documents has the
        legal
        power to act in the capacity or capacities in which it is to act thereunder,
        (e) that each of the Transaction Documents constitutes a legal, valid
        and
        binding obligation of each of its respective parties and is enforceable under
        the laws of each jurisdiction to which any of the parties thereto may be
        subject
        (other than Panama), (f) that the Comegua Stock Pledge Agreement will be
        executed and delivered substantially in the form attached as an exhibit to
        the
        Master Collateral Agreement, (g) the performance of, and compliance with,
        the
        covenants contained in the Transaction Documents by each of the parties thereto,
        (h) the authenticity of all documents submitted to us as originals, (i) the
        conformity to the original documents of all documents submitted to us as
        copies
        and (j) the genuineness of all signatures on all documents submitted
        to us.
        We have also relied, with respect to certain factual matters, on the
        representations and warranties contained in the Transaction Documents and
        certificates of the Company and its subsidiaries.
  Based
        on
        the foregoing, and subject to the assumptions, qualifications and limitations
        set forth herein, we are of opinion as follows:
  1.  Comegua
        is duly incorporated, validly existing and in good standing under the laws
        of
        Panama, and has full corporate power and authority to own, lease and operate
        its
        properties and conduct its businesses as described in the Offering
        Memorandum.
  2.  The
        Purchaser is the record owner of the Comegua Shares, which represent 49.7%
        of
        the capital stock of Comegua.
  3.  It
        will
        not be necessary or advisable under the law of Panama that any document be
        filed, registered or recorded in any public office or elsewhere in Panama
        in
        order to ensure the validity, effectiveness, enforceability or admissibility
        into evidence of the Comegua Stock Pledge Agreement when executed and the
        Master
        Collateral Agreement.
  4.  No
        further steps beyond those required by the terms of the Comegua Stock Pledge
        Agreement will be required to be taken to ensure the validity, effectiveness,
        perfection and priority of the security interest granted pursuant to the
        Comegua
        Stock Pledge Agreement under the law of Panama.
  5.  The
        Comegua Shares have been duly and validly authorized and issued and are fully
        paid and nonassessable.






6.  None
        of
        the execution and delivery of the Transaction Documents, the sale of the
        Comegua
        Shares by the Seller to the Purchaser, the pledge of the Comegua Shares pursuant
        to the Master Collateral Agreement and the Comegua Stock Pledge Agreement,
        the
        consummation of any other of the transactions contemplated by the Transaction
        Documents or the performance of the terms of the Transaction Documents will
        conflict with, result in a breach or violation of, or the imposition of any
        lien, charge or encumbrance upon any property or asset of Comegua pursuant
        to,
        or constitute a default under, (i) the *pacto
        social* or
        comparable constituting documents of Comegua, (ii) the terms of any indenture
        or
        other agreement, obligation, condition, covenant or instrument to which Comegua
        is a party or bound or to which its property is subject or (iii) any statute,
        law, rule or regulation of Panama, or to my knowledge, any order or decree
        of
        any Panamanian court, regulatory body, administrative agency, governmental
        body,
        arbitrator, instrumentality or other authority having jurisdiction over Comegua
        or any of its respective property.
  7.  No
        authorization, approval or other action by, and no notice to, consent of,
        order
        of, or filing with, any Panamanian court or governmental authority or regulatory
        body is required for the execution, delivery and performance of the Transaction
        Documents or the consummation of the transactions contemplated
        therein.
  8.  No
        tax,
        deduction or withholding will be imposed by any national, regional or local
        government of Panama or any subdivision or agent thereof or therein on or
        by
        virtue of the execution or delivery of any of the Transaction Documents or
        the
        delivery of the Comegua Shares to the Collateral and Intercreditor Agent
        under
        (and as defined in) the Comegua Stock Pledge Agreement when executed, or
        the
        delivery of the Comegua Shares or any exercise of rights under the Comegua
        Stock
        Pledge Agreement when executed.
  9.  The
        choice of New York law as the governing law of the Master Collateral Agreement
        is a valid choice of law and will be recognized and given effect to by the
        courts of Panama.
  10.  A
        final
        and conclusive judgment obtained in the state or federal courts in New York,
        New
        York and any appellate court or body thereto against the Purchaser, arising
        out
        of or in relation to the Transaction Documents, would be enforceable against
        the
        Purchaser in Panama with respect to the Comegua Shares.
  We
        are
        admitted to practice in the Republic of Panama, and we express no opinion
        as to
        matters governed by any laws other than the laws of Panama. In particular,
        we do
        not purport to pass on any matter governed by the laws of Mexico or of the
        State
        of New York.
  We
        are
        furnishing this opinion to you, as Initial Purchaser of the Notes, solely
        for
        your benefit. This opinion may not be relied upon by any other person (including
        by any person that acquires the Notes from the Initial Purchaser) or for
        any
        other purpose. It may not be used, circulated, quoted or otherwise referred
        to
        for any other purpose.
  Respectfully
        submitted,




DE
        OBALDIA & GARCIA DE PAREDES
    
  **Exhibit
          H-1**
 
 July
          __,
          2004
 
 
 Citigroup
          Capital Markets, Inc.
 388
          Greenwich Street
 New
          York,
          New York 10013
 
 Re:
                Vitro
                    Packaging, Inc.
 VENA
                    ACQUISITION CORP.
 
 Ladies
          and Gentlemen:
  We
          have
          acted as special Delaware counsel for Vitro Packaging, Inc. (formerly known
          as
          FOMEXPORT USA, INC.), a Delaware corporation ("Vitro Packaging"), and VENA
          ACQUISITION CORP., a Delaware corporation ("VENA" and, together with Vitro
          Packaging, the "Companies") in connection with the matters set forth herein.
          At
          your request, this opinion is being furnished to you.
  For
          purposes of giving the opinions hereinafter set forth, our examination
          of
          documents has been limited to the examination of originals or copies of
          the
          following:
  i.
                The
                    Certificate of Incorporation of Vitro Packaging, dated December
                    14, 1979,
                    as filed in the office of the Secretary of State of the State
                    of Delaware
                    (the "Secretary of State") on December 17, 1979, as amended by
                    the
                    Certificate of Amendment of Certificate of Incorporation, dated
                    June 11,
                    1986, as filed with the Secretary of State on July 1, 1986, and
                    as further
                    amended by the Certificate of Amendment of Certificate of Incorporation,
                    dated August 29, 1986, as filed with the Secretary of State on
                    October 24,
                    1986 (as so amended, the "Vitro Packaging
                    Certificate");




ii.
              The
                  bylaws of Vitro Packaging, as amended through the date hereof (the
                  "Vitro
                  Packaging Bylaws");
   iii.
              The
                  Certificate of Incorporation of VENA, dated April 7, 2004 (the
                  "VENA
                  Certificate"), as filed with the Secretary of State on April 13,
                  2004;
   iv.
              The
                  bylaws of VENA, as amended through the dated hereof (the "VENA
                  Bylaws");
   v.
              The
                  Agreement and Plan of Merger, dated as of May 17, 2004 (the "Merger
                  Agreement"), between VENA and Vitro
                  Packaging;
   vi.
              A
                  certificate of an officer of Vitro Packaging, dated ________ __,
                  2004
                  hereof, as to certain matters (attaching resolutions of the Board
                  of
                  Directors of Vitro Packaging and the sole stockholder of Vitro
                  Packaging
                  and a certificate of the Secretary of Vitro Packaging relating
                  to the
                  authorization and adoption of the Merger Agreement);
   vii.
              A
                  certificate of an officer of VENA, dated as of the date hereof,
                  as to
                  certain matters (attaching resolutions of the Board of Directors
                  of VENA
                  and the sole stockholder of VENA and a certificate of the Secretary
                  of
                  VENA relating to the authorization and adoption of the Merger
                  Agreement);
   viii.
              The
                  Certificate of Merger of Vitro Packaging with and into VENA, dated
                  as of
                  May 17, 2004 (the "Certificate of Merger"), filed with the Secretary
                  of
                  State on ________ __, 2004; and
   ix.
              A
                  Good Standing Certificate for each of Vitro Packaging and VENA,
                  dated July
                  __, 2004 and July __, 2004, respectively, obtained from the Secretary
                  of
                  State.
  
 The
        Vitro
        Packaging Certificate and the VENA Certificate are hereinafter referred to
        jointly as the "Certificates." The Vitro Packaging Bylaws and the VENA Bylaws
        are hereinafter referred to jointly as the "Bylaws." Initially capitalized
        terms
        used herein and not otherwise defined are used as defined in the Merger
        Agreement.
  For
        purposes of this opinion, we have not reviewed any documents other than the
        documents listed in paragraphs (i) through (ix) above. In particular, we
        have
        not reviewed any document (other than the documents listed in paragraphs
        (i)
        through (ix) above) that is referred to in or incorporated by reference into
        any
        document reviewed by us. We have assumed that there exists no provision in
        any
        document that we have not reviewed that is inconsistent with the opinions
        stated
        herein. We have conducted no independent factual investigation of our own
        but
        rather have relied solely upon the foregoing documents, the statements and
        information set forth therein and the additional matters recited or assumed
        herein, all of which we have assumed to be true, complete and accurate in
        all
        material respects. With respect to all documents examined by us, we have
        assumed
        that (i) all signatures on documents examined by us are genuine, (ii) all
        documents submitted to us as orig-inals are authentic, and (iii) all documents
        submitted to us as copies conform to the original copies of those
        docu-ments.






For
        purposes of this opinion, we have assumed (i) that prior to the effectiveness
        of
        the Merger, the Vitro Packaging Certificate was not amended and that no such
        amendment was pending or proposed (ii) that the VENA Certificate has not
        been
        amended and that no such amendment is pending or has been proposed, (ii)
        that
        except for the Merger, there are no proceedings pending or contemplated for
        (A)
        the merger, consolidation, conversion, dissolution, liquidation or termination
        of VENA, or (B) the transfer to or domestication in any other jurisdiction
        of
        VENA, (iii) except to the extent set forth in paragraphs 1 and 2 below, the
        due
        organization, due formation or due creation, as the case may be, and valid
        existence in good standing of each party to the documents examined by us
        under
        the laws of the jurisdiction governing its organization, formation or creation,
        (iv) the legal capacity of natural persons who are signatories to the documents
        examined by us, (v) except to the extent set forth in paragraphs 3 and 7
        below,
        that each of the parties to the docu-ments examined by us has the power and
        authority to execute and deliver, and to perform its obligations under, such
        documents, (vi) except to the extent set forth in paragraphs 4 and 8 below,
        the
        due authorization, execution and delivery by all parties thereto of all
        documents examined by us, (vii) that Section 203 of the General Corporation
        Law
        of the State of Delaware (the "General Corporation Law") is not applicable
        to
        either of the Companies pursuant to subsection (b)(4) thereof, (viii) that
        the
        due authorization, execution and delivery of the Merger Agreement by each
        of the
        parties thereto did not, and the consummation of the transactions contemplated
        thereby will not, violate or conflict with any provision of any judgment,
        order,
        writ, injunction or decree of any court or governmental authority, or violate
        or
        result in a breach of or constitute a default or require any consent (other
        than
        such consents as have been duly obtained) under, any provision of any other
        agreement, contract, instrument or obligation to which any such party is
        a party
        or by which any such party or any of such party's properties is bound, (ix)
        that
        the Merger Agreement has not been terminated in accordance with the terms
        thereof, and (x) that the Certificate of Merger has been duly executed and
        duly
        filed with the Secretary of State by VENA in accordance with the General
        Corporation Law along with the payment of all applicable taxes, fees and
        other
        charges in connection therewith. We have not participated in the preparation
        of
        any offering material relating to either of the Companies and assume no
        responsibility for the contents of any such material.
 
 This
        opinion is limited to the laws of the State of Delaware (excluding the
        securities and blue sky laws of the State of Delaware), and we have not
        considered and express no opinion on the laws of any other state or
        jurisdiction, including federal laws (including federal securities and
        bankruptcy laws) and rules and regulations relating thereto, or the rules
        or
        regulations of the stock exchanges or any other regulatory body. Our opinions
        are rendered only with respect to Delaware laws and rules, regulations and
        orders thereunder that are currently in effect.
  Based
        upon the foregoing, and upon our examination of such questions of law and
        statutes of the State of Delaware as we have considered necessary or
        appropriate, and subject to the assumptions, qualifications, limitations
        and
        exceptions set forth herein, we are of the opinion that:
  1.
              Immediately
                  prior to the effectiveness of the Merger, Vitro Packaging was duly
                  incorporated, validly existing and in good standing as a corporation
                  under
                  the General Corporation Law.









2.
              VENA
                  is duly incorporated, validly existing and in good standing as
                  a
                  corporation under the General Corporation
                  Law.
   3.
              Immediately
                  prior to the effectiveness of the Merger, Vitro Packaging had all
                  necessary power and authority under the Vitro Packaging Certificate,
                  the
                  Vitro Packaging Bylaws and the General Corporation Law to execute
                  and
                  deliver, and to perform its obligations under, the Merger
                  Agreement.
   4.
              Immediately
                  prior to the effectiveness of the Merger, the execution and delivery
                  of
                  the Merger Agreement by Vitro Packaging, and the performance by
                  Vitro
                  Packaging of its obligations thereunder, was duly authorized by
                  all
                  necessary corporate action on the part of Vitro Packaging under
                  the Vitro
                  Packaging Certificate, the Vitro Packaging Bylaws and the General
                  Corporation Law.
   5.
              Immediately
                  prior to the effectiveness of the Merger, the execution and delivery
                  by
                  Vitro Packaging of the Merger Agreement, and the performance by
                  Vitro
                  Packaging of its obligations thereunder, (i) did not violate the
                  Vitro
                  Packaging Certificate, the Vitro Packaging Bylaws or the General
                  Corporation Law and (ii) subject to the qualifications set forth
                  in
                  paragraph D below, did not violate any pending judgment, order
                  or decree
                  binding on Vitro Packaging.
   6.
              Subject
                  to the qualifications set forth in paragraph D below, immediately
                  prior to
                  the effectiveness of the Merger, there was no action, suit or proceeding
                  to which Vitro Packaging was a party pending before any court located
                  in
                  the State of Delaware having jurisdiction over Vitro
                  Packaging.
   7.
              VENA
                  has all necessary power and authority under the VENA Certificate,
                  the VENA
                  Bylaws and the General Corporation Law to execute and deliver,
                  and to
                  perform its obligations under, the Merger
                  Agreement.
   8.
              The
                  execution and delivery of the Merger Agreement by VENA, and the
                  performance by VENA of its obligations thereunder, have been duly
                  authorized by all necessary corporate action on the part of VENA
                  under the
                  VENA Certificate, the VENA Bylaws and the General Corporation
                  Law.
   9.
              The
                  execution and delivery by VENA of the Merger Agreement, and the
                  performance by VENA of its obligations thereunder, (i) do not violate
                  the
                  VENA Certificate, the VENA Bylaws or the General Corporation Law
                  and (ii)
                  subject to the qualifications set forth in paragraph D below, do
                  not
                  violate any pending judgment, order or decree binding on
                  VENA.
   10.
              Immediately
                  prior to the effectiveness of the Merger, the Merger Agreement
                  constituted
                  a legal, valid, binding and enforceable obligation of Vitro Packaging
                  and
                  was enforceable against Vitro Packaging in accordance with its
                  terms.
   11.
              The
                  Merger Agreement constitutes a legal, valid, binding and enforceable
                  obligation of VENA and is enforceable against VENA in accordance
                  with its
                  terms.


12.
              The
                  Merger has become effective under the General Corporation
                  Law.
   13.
              Subject
                  to the qualifications set forth in paragraph D below, there is
                  no action,
                  suit or proceeding to which VENA is a party pending before any
                  court
                  located in the State of Delaware having jurisdiction over
                  VENA.
  14.
              (A)
                  No authorization, consent, approval or order of any Delaware court
                  or any
                  Delaware governmental or administrative body is required to be
                  obtained by
                  Vitro solely as a result of the execution and delivery by Vitro
                  Packaging
                  of the Merger Agreement, and the performance by Vitro Packaging
                  of its
                  obligations thereunder, (B) no notice to, or filing with, any Delaware
                  court or any Delaware governmental or administrative body is required
                  to
                  be made by Vitro Packaging solely as a result of the execution
                  and
                  delivery by Vitro Packaging of the Merger Agreement, and the performance
                  by Vitro Packaging of its obligations thereunder, and (C) no other
                  action
                  is required to be taken by Vitro Packaging solely as a result of
                  the
                  execution and delivery by Vitro Packaging of the Merger Agreement,
                  and the
                  performance by Vitro Packaging of its obligations thereunder, except
                  for
                  the due filing of the Certificate of Merger with the Secretary
                  of State
                  and the payment of all applicable taxes, fees and other charges
                  in
                  connection therewith.
   15.
              (A)
                  No authorization, consent, approval or order of any Delaware court
                  or any
                  Delaware governmental or administrative body is required to be
                  obtained by
                  VENA solely as a result of the execution and delivery by VENA of
                  the
                  Merger Agreement, and the performance by Vitro Packaging of its
                  obligations thereunder, (B) no notice to, or filing with, any Delaware
                  court or any Delaware governmental or administrative body is required
                  to
                  be made by VENA solely as a result of the execution and delivery
                  by VENA
                  of the Merger Agreement, and the performance by VENA of its obligations
                  thereunder, and (C) no other action is required to be taken by
                  VENA solely
                  as a result of the execution and delivery by VENA of the Merger
                  Agreement,
                  and the performance by VENA of its obligations thereunder, except
                  for the
                  due filing of the Certificate of Merger with the Secretary of State
                  and
                  the payment of all applicable taxes, fees and other charges in
                  connection
                  therewith.
  The
        opinions expressed above are subject to the following additional assumptions,
        qualifications, limitations and exceptions:


A.
              We
                  express no opinion (i) with respect to the enforceability of any
                  provision
                  of the Merger Agreement which purports to obligate the parties
                  thereto to
                  cause other persons or entities to act in a certain way insofar
                  as such
                  provision relates to the actions of such other persons or entities,
                  (ii)
                  with respect to the enforceability of the provisions of the Merger
                  Agreement to the extent that such provisions purport to bind parties
                  not
                  signatory thereto or who have otherwise not agreed or consented
                  to be
                  bound thereby, and (iii) with respect to Section 4.2 of the Merger
                  Agreement, the last sentence of Article III of the Merger Agreement
                  (to
                  the extent that such provision is inconsistent with Section 259
                  of the
                  General Corporation Law), Article IX of the Merger Agreement and
                  Section
                  10.2 of the Merger Agreement (to the extent that such provision
                  provides
                  that the invalidity, illegality or unenforceability of any provision
                  of
                  the Merger Agreement shall not affect any provision of the Merger
                  Agreement).
   B.
              The
                  opinions expressed above are subject to the effect of (i) bankruptcy,
                  insolvency, moratorium, receivership, reorganization, liquidation,
                  fraudulent conveyance and transfer and other similar laws relating
                  to or
                  affecting the rights and remedies of creditors generally, (ii)
                  principles
                  of equity (regardless of whether considered and applied in a proceeding
                  in
                  equity or at law), (iii) the effect of applicable public policy
                  with
                  respect to provisions relating to indemnification, exculpation
                  or
                  contribution, (iv) the discretion of the court before which any
                  proceeding
                  in respect of the Merger Agreement or the transactions contemplated
                  thereby may be brought, and (v) applicable law relating to fiduciary
                  duties.
   C.
              Our
                  opinions as expressed herein do not encompass any agreement, schedule,
                  exhibit or document attached or referred to in or incorporated
                  by
                  reference in the Merger Agreement other than the Certificates,
                  the Bylaws
                  and the Certificate of Merger.
   D.
              Our
                  opinions as expressed in paragraphs 5, 6, 9 and 13 above are based
                  solely
                  upon our search of the records of the Superior Court in and for
                  New Castle
                  County, Delaware, the Chancery Court in and for New Castle County,
                  Delaware, the United States Bankruptcy Court for the District of
                  Delaware,
                  and the United States District Court for the District of Delaware,
                  and
                  accordingly are limited solely to judgments, orders and decrees
                  entered
                  by, and actions, suits and proceedings pending in, said
                  courts.
  
 The
        foregoing opinions are rendered solely for your benefit in connection with
        the
        matters addressed herein. The foregoing opinions may also be relied on by
        your
        successors and assigns, subject to the understanding that the opinions rendered
        herein are given on the date hereof and such opinions are rendered only with
        respect to facts existing on the date hereof and laws, rules and regulations
        currently in effect. Except as stated above, without our prior written consent,
        this opinion may not be relied upon by you for any other purpose or be furnished
        or quoted to, or be relied upon by, any other person or entity for any purpose.
  Very
        truly yours,




**Exhibit
        H-2**
 
 July
        __,
        2004
 
 
 Citigroup
        Capital Markets, Inc.
 388
        Greenwich Street
 New
        York,
        New York 10013
 
 Re:
              Vitro
                  Packaging, Inc.
 
 Ladies
        and Gentlemen:
  We
        have
        acted as special Delaware counsel for Vitro Packaging, Inc. (formerly known
        as
        VENA ACQUISITION CORP.), a Delaware corporation (the "Company"), in connection
        with the matters set forth herein. At your request, this opinion is being
        furnished to you.
  For
        purposes of giving the opinions hereinafter set forth, our examination of
        documents has been limited to the examination of originals or copies of the
        following:









**i.**
              **The
                  Certificate of Incorporation of the Company, dated April 7, 2004,
                  as filed
                  in the office of the Secretary of State of the State of Delaware
                  (the
                  "Secretary of State") on April 13, 2004, as amended by the Certificate
                  of
                  Merger of Vitro Packaging, Inc. with and into VENA ACQUISITION
                  CORP.,
                  dated as of May 17, 2004, as filed with the Secretary of State
                  on July __,
                  2004 (as so amended, the "Certificate of
                  Incorporation");**
   **ii.**
              **The
                  bylaws of the Company, as amended through the date hereof (the
                  "Bylaws");**
   **iii.**
              **The
                  Collateral Agreement, dated as of June __, 2004 (the "Collateral
                  Agreement"), between the Company and ______________, as collateral
                  agent
                  (the "Collateral Agent") for the Secured Parties (as defined
                  therein);**
   **iv.**
              **The
                  Master Collateral and Intercreditor Agreement, dated as of June
                  __, 2004
                  (the "Intercreditor Agreement"), among ___________, as master collateral
                  and intercreditor agent, ____________, as indenture trustee for
                  the
                  Noteholders (as defined therein), Vitro Envases Norteamérica, S.A. de C.V.
                  (the "Parent"), the Company and the other subsidiaries of the Parent
                  listed on Schedule I attached thereto, and the other entities from
                  time to
                  time party thereto;**
   **v.**
              **The
                  Indenture, dated as of June __, 2004 (the "Indenture"), among the
                  Parent,
                  as issuer, the Company and the other parties listed on the signature
                  pages
                  thereto, as guarantors, and The Bank of New York, as
                  trustee;**
   **vi.**
              **The
                  Deposit Account Control Agreement, dated as of June __, 2004 (the
                  "Account
                  Control Agreement"), among the Company, the Collateral Agent and
                  _________;**
   **vii.**
              **A
                  certificate of an officer of the Company, dated as of the date
                  hereof, as
                  to certain matters (attaching resolutions of the Board of Directors
                  of the
                  Company);**
   **viii.**
              **A
                  financing statement on form UCC-1, naming the Company as debtor
                  and the
                  Collateral Agent as secured party, in the form attached hereto
                  and marked
                  as Exhibit "A" (the "Financing Statement"), to be filed with the
                  Secretary
                  of State (Uniform Commercial Code Section) (the "Division");**
   **ix.**
              **The
                  Offering Memorandum, dated July __, 2004 (the "Offering Memorandum"),
                  describing the offering of the Parent's __% Senior Secured Guaranteed
                  Notes due 2011; and**
   **x.**
              **A
                  Good Standing Certificate for the Company, dated July __, 2004,
                  obtained
                  from the Secretary of
                  State.**
  Initially
        capitalized terms used herein and not otherwise defined are used as defined
        in
        the Collateral Agreement. The Collateral Agreement, the Intercreditor Agreement,
        the Indenture and the Account Control Agreement are hereinafter referred
        to
        collectively as the "Transaction Documents."






For
        purposes of this opinion, we have not reviewed any documents other than the
        documents listed in paragraphs (i) through (x) above. In particular, we have
        not
        reviewed any document (other than the documents listed in paragraphs (i)
        through
        (x) above) that is referred to in or incorporated by reference into any document
        reviewed by us. We have assumed that there exists no provision in any document
        that we have not reviewed that is inconsistent with the opinions stated herein.
        We have conducted no independent factual investigation of our own but rather
        have relied solely upon the foregoing documents, the statements and information
        set forth therein and the additional matters recited or assumed herein, all
        of
        which we have assumed to be true, complete and accurate in all material
        respects. With respect to all documents examined by us, we have assumed that
        (i)
        all signatures on documents examined by us are genuine, (ii) all documents
        submitted to us as orig-inals are authentic, and (iii) all documents submitted
        to us as copies conform to the original copies of those docu-ments.
  For
        purposes of this opinion, we have assumed (i) that the Certificate of
        Incorporation has not been amended and that no such amendment is pending
        or has
        been proposed, (ii) that the Company is organized solely under the laws of
        the
        State of Delaware, (iii) that there are no proceedings pending or contemplated
        for (A) the merger, consolidation, conversion, dissolution, liquidation or
        termination of the Company, or (B) the Company's transfer to or domestication
        in
        any other jurisdiction, (iv) that the Company has not changed its name, whether
        by amendment of its organizational documents, by reorganization or otherwise,
        within the last four months, (v) except to the extent set forth in paragraph
        1
        below, the due organization, due formation or due creation, as the case may
        be,
        and valid existence in good standing of each party to the documents examined
        by
        us under the laws of the jurisdiction governing its organization, formation
        or
        creation, (vi) the legal capacity of natural persons who are signatories
        to the
        documents examined by us, (vii) except to the extent set forth in paragraph
        2
        below, that each of the parties to the docu-ments examined by us has the
        power
        and authority to execute and deliver, and to perform its obligations under,
        such
        documents, (viii) except to the extent set forth in paragraph 3 below, the
        due
        authorization, execution and delivery by all parties thereto of all documents
        examined by us, (ix) that each of the documents examined by us constitutes
        a
        valid and binding agreement of the parties thereto, and is enforceable against
        the parties thereto, in accordance with its terms, (x) that Section 203 of
        the
        General Corporation Law of the State of Delaware (the "General Corporation
        Law")
        is not applicable to the Company pursuant to subsection (b)(4) thereof, and
        (xi)
        the Company is a direct or indirect wholly-owned subsidiary of the Parent.
        We
        have not participated in the preparation of any offering material relating
        to
        either the Company or the Parent and assume no responsibility for the contents
        of any such material. In addition, we assume no responsibility for the filing
        of
        the Financing Statement with the Division or any other governmental office
        or
        agency.
  This
        opinion is limited to the laws of the State of Delaware (excluding the
        securities and blue sky laws of the State of Delaware), and we have not
        considered and express no opinion on the laws of any other state or
        jurisdiction, including federal laws (including federal securities and
        bankruptcy laws) and rules and regulations relating thereto, or the rules
        or
        regulations of the stock exchanges or any other regulatory body. Our opinions
        are rendered only with respect to Delaware laws and rules, regulations and
        orders thereunder that are currently in effect.




Based
        upon the foregoing, and upon our examination of such questions of law and
        statutes of the State of Delaware as we have considered necessary or
        appropriate, and subject to the assumptions, qualifications, limitations
        and
        exceptions set forth herein, we are of the opinion that:
  1.  The
        Company is duly incorporated, validly existing and in good standing as a
        corporation under the General Corporation Law and has all necessary power
        and
        authority to own, lease and operate its properties and conduct its businesses
        as
        described in the Offering Memorandum.
  2.  The
        Company has all necessary power and authority under the Certificate of
        Incorporation, the Bylaws and the General Corporation Law to execute and
        deliver, and to perform its obligations under, each of the Transaction
        Documents.
  3.  The
        execution and delivery of the Transaction Documents by the Company, and the
        performance by the Company of its obligations thereunder, have been duly
        authorized by all necessary corporate action of the part of the Company under
        the Certificate of Incorporation, the Bylaws and the General Corporation
        Law.
  4.  The
        execution and delivery by the Company of the Transaction Documents, and the
        performance by the Company of its obligations thereunder, do not violate
        the
        Certificate of Incorporation, the Bylaws or the General Corporation Law,
        and
        (ii) subject to the qualifications set forth in paragraph H below, do not
        violate any pending judgment, order or decree binding on the
        Company.
  5.  (A)
        No
        authorization, consent, approval or order of any Delaware court or any Delaware
        governmental or administrative body is required to be obtained by the Company
        solely as a result of the execution and delivery by the Company of the
        Transaction Documents, and the performance by the Company of its obligations
        thereunder, (B) no notice to, or filing with, any Delaware court or any Delaware
        governmental or administrative body is required to be made by the Company
        solely
        as a result of the execution and delivery by the Company of the Transaction
        Documents, and the performance by the Company of its obligations thereunder,
        and
        (C) no other action is required to be taken by the Company solely as a result
        of
        the execution and delivery by the Company of the Transaction Documents, and
        the
        performance by the Company of its obligations thereunder, except for the
        filing
        of financing statements and continuation statements with the
        Division.
  6.  Subject
        to the qualifications set forth in paragraph H below, there is no action,
        suit
        or proceeding to which the Company is a party pending before any court located
        in the State of Delaware having jurisdiction over the Company.
  7.     
Insofar
        as Article 9 of the Uniform Commercial Code as in effect in the State of
        Delaware on the date hereof (the "Delaware UCC") is applicable (without regard
        to conflict of laws principles), upon the filing of the Financing Statement
        with
        the Division, the Collateral Agent will have a perfected security interest
        in
        the Company's rights in that portion of the Collateral described in the
        Financing Statement that may be perfected by the filing of a
        UCC


financing
        statement with the Division (the "Filing Collateral") and the proceeds (as
        defined in Section 9-102(a)(64) of the Delaware UCC) thereof.
  The
        opinions expressed above are subject to the following additional assumptions,
        qualifications, limitations and exceptions:
   A.
              We
                  have assumed that (i) the Company has sufficient rights in the
                  Collateral
                  and has received sufficient value and consideration in connection
                  with the
                  security interests granted under the Security Agreement for the
                  security
                  interests of the Collateral Agent to attach, and we express no
                  opinion as
                  to the nature or extent of the Company's rights in, or title to,
                  any
                  portion of the Collateral, and (ii) each of the Security Agreement
                  and the
                  Financing Statement reasonably identifies the Collateral. Accordingly,
                  we
                  have assumed that the security interests in the Collateral and
                  the
                  proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC)
                  thereof
                  have been duly created and have attached. In addition, we have
                  assumed (i)
                  that the Company has no interests in real property located in the
                  State of
                  Delaware, and (ii) that none of the Filing Collateral consists
                  of
                  as-extracted collateral located in the State of Delaware or timber
                  to be
                  cut located in the State of Delaware or fixtures located in the
                  State of
                  Delaware or goods that are or are to become fixtures located in
                  the State
                  of Delaware.
   B.
              The
                  opinion set forth in paragraph 7 above is limited to Article 9
                  of the
                  Delaware UCC, and therefore such opinion does not address (i) laws
                  of
                  jurisdictions other than the State of Delaware, and of the State
                  of
                  Delaware except for Article 9 of the Delaware UCC, (ii) collateral
                  of a
                  type not subject to Article 9 of the Delaware UCC, and (iii) what
                  law
                  governs perfection of the security interests granted in the collateral
                  covered by this opinion.
   C.
              We
                  note that further filings under the Delaware UCC may be necessary
                  to
                  preserve and maintain (to the extent established and perfected
                  by the
                  filing of the Financing Statement as described herein) the perfection
                  of
                  the security interests of the Collateral Agent in the Filing Collateral,
                  including, without limitation, the
                  following:
   i.
              appropriate
                  continuation filings to be made within the period of six months
                  prior to
                  the expiration of five year anniversary dates from the date of
                  the
                  original filing of the Financing
                  Statement;
   ii.
              filings
                  required with respect to proceeds of collateral under Section 9-315(d)
                  of
                  the Delaware UCC;
   iii.
              filings
                  required within four months of the change of name, identity or
                  structure
                  made by or with respect to the Company, to the extent set forth
                  in
                  Sections 9-507 and 9-508 of the Delaware
                  UCC;
   iv.
              filings
                  required within four months of a change by the Company of its location
                  to
                  another jurisdiction, to the extent set forth in Sections 9-301
                  and 9-316
                  of the Delaware UCC; and
   
  v.
                filings
                    required within one year after the transfer of collateral to
                    a person or
                    entity that becomes a debtor and is located in another jurisdiction,
                    to
                    the extent set forth in Section 9-316 of the Delaware UCC.
   D.
                We
                    do not express any opinion as to the perfection of any security
                    interest
                    in any portion of the Collateral that cannot be perfected by
                    filing of a
                    financing statement with the Division. In addition, no opinion
                    is
                    expressed herein concerning (i) any collateral other than the
                    Filing
                    Collateral and the proceeds (as defined in Section 9-102(a)(64)
                    of the
                    Delaware UCC) thereof, (ii) any portion of the Filing Collateral
                    that
                    constitutes a "commercial tort claim" (as defined in Section
                    9-102(a)(13)
                    of the Delaware UCC), or (iii) any consumer transaction. Further,
                    any
                    opinion as to the perfection of any security interest in proceeds
                    (as
                    defined in Section 9-102(a)(64) of the Delaware UCC) of the Filing
                    Collateral is qualified to the extent set forth in Section 9-315
                    of the
                    Delaware UCC.
   E.
                We
                    express no opinion as to the priority of any security
                    interest.
   F.
                We
                    call to your attention that under the Delaware UCC, actions taken
                    by a
                    secured party (e.g., releasing or assigning the security interest,
                    delivering possession of the collateral to the debtor or another
                    person
                    and voluntarily subordinating a security interest) may affect
                    the
                    validity, perfection or priority of a security
                    interest.
   G.
                The
                    opinions expressed in paragraphs 4 and 7 above are subject to
                    the effect
                    of (i) bankruptcy, insolvency, moratorium, receivership, reorganization,
                    liquidation, fraudulent conveyance and transfer and other similar
                    laws
                    relating to or affecting the rights and remedies of creditors
                    generally,
                    (ii) principles of equity (regardless of whether considered and
                    applied in
                    a proceeding in equity or at law), and (iii) the effect of applicable
                    public policy with respect to provisions relating to indemnification,
                    exculpation or contribution.
   H.
                Our
                    opinions as expressed in paragraphs 4 and 6 above are based solely
                    upon
                    our search of the records of the Superior Court in and for New
                    Castle
                    County, Delaware, the Chancery Court in and for New Castle County,
                    Delaware, the United States Bankruptcy Court for the District
                    of Delaware,
                    and the United States District Court for the District of Delaware,
                    and
                    accordingly are limited solely to judgments, orders and decrees
                    entered
                    by, and actions, suits and proceedings pending in, said
                    courts.
  
 We
          understand that you will rely as to matters of Delaware law upon this opinion
          in
          connection with the transactions contemplated by the Transaction Documents.
          In
          connection with the foregoing, we hereby consent to your and your successors’
          and assigns’ relying as to matters of Delaware law upon this opinion. Except as
          stated above, without our prior written consent, this opinion may not be
          furnished or quoted to, or relied upon by, any other person or entity for
          any
          purpose.
  Very
          truly yours,




**Exhibit
        I**
 
 
 Citigroup
        Global Capital Markets Inc.
 As
        Representatives of the Initial Purchasers
 388
        Greenwich Street
 New
        York,
        New York 10013
 
  
  
  
  
  
  Vitro
        Envases Norteamérica, S.A. de C.V.,
  $/●/
        Aggregate Principal Amount of
  /●/%
        Senior Secured Guaranteed Notes due /●/
  Ladies
        and Gentlemen:
  We
        have
        acted as special Swiss counsel for Vitro Envases Norteamérica, S.A. de C.V., a
        Mexican corporation ( *sociedad
        anónima de capital variable* )
        (the
“ Company ”),
        in
        connection with (i) the sale by Vitrosa Holding A.G., a Swiss stock company
        (the
“ Seller ”)
        of
        2,376 class “AA shares” (the “ Comegua
        Shares ”)
        of
        Empresas Comegua S.A. (“ Comegua ”)
        to
        Centro de Tecnología Vidriera LTD., a Swiss stock company (the “ Purchaser ”)
        pursuant to the Share Purchase Agreement dated as of May 31, 2004 between
        the
        Purchaser and the Seller (the “ Comegua
        Share Purchase Agreement ”),
        and
        (ii) the
        purchase by Citigroup Global Capital Markets Inc. (the " Initial
        Purchaser ")
        pursuant to the Purchase Agreement dated as of /●/, 2004 (the " Purchase
        Agreement "),
        between the Company and the Initial Purchaser, from the Company of $/●/
        aggregate principal amount of the Company's /●/% Senior Secured Guaranteed Notes
        due 20[ ](the " Notes ").
        This
        opinion is being delivered to you pursuant to Section 6(i) of the Purchase
        Agreement.
  In
        that
        connection, we have examined originals, or copies certified or otherwise
        identified to our satisfaction, of such documents, corporate records and
        other
        instruments as we have deemed necessary or appropriate for the purposes of
        this
        opinion, including: (a) the Offering Memorandum dated /●/, 2004 (the
“ Offering
        Memorandum ”),
        relating to the Notes, (b) the Purchase Agreement, (c) the Indenture
        dated
        as of /●/, 2004 (the “ Indenture ”),
        among
        the Company, the Guarantors (as defined therein) and, The Bank of New York,
        as
        trustee (the “ Trustee ”),
        (d)
        the Master Collateral and Intercreditor Agreement dated as of /●/, 2004 (the











“ Master
        Collateral and Intercreditor Agreement ”)
        among
        the Company, the Grantors (as defined therein), HSBC Bank USA, National
        Association, as collateral and intercreditor agent (the “ Collateral
        and Intercreditor Agent ”),
        the
        Trustee and such other Secured Parties (as defined therein) as shall, from
        time
        to time, become party thereto, (e) the
        form
        of Stock Pledge Agreement attached as an exhibit to the Master Collateral
        and
        Intercreditor Agreement (the “ Comegua
        Stock Pledge Agreement ”),
        (f) the
        Comegua Share Purchase Agreement, (g) the loan agreement, dated as of /July
        8/,
        2004 (the “ Loan
        Agreement ”)
        between the Seller, as lender, and the Purchaser, as borrower, and (h) the
        articles of incorporation and excerpts of commercial register ("Swiss Charter
        Documents") of Purchaser and Seller.
  The
        Purchase Agreement, the Indenture, the Notes, the Master Collateral and
        Intercreditor Agreement and the Comegua Stock Pledge Agreement are collectively
        referred to as the “ Transaction
        Documents .”
        Capitalized terms used but not defined herein have the meanings given to
        such
        terms in the Indenture.
  In
        rendering the opinions contained herein, we have assumed: (a) that
        each of
        the parties to the Transaction Documents (other than the Purchaser) is duly
        organized, validly existing and, if applicable, in good standing under the
        laws
        of the jurisdiction of its incorporation or formation, and has all requisite
        power and authority to execute, deliver and perform its obligations under
        the
        Transaction Documents, (b) that each of the parties to the Transaction
        Documents (other than the Purchaser) has duly authorized the Transaction
        Documents to which it is a party, (c) that each of the parties to
        the
        Transaction Documents (other than the Purchaser) has duly executed and delivered
        the Transaction Documents to which it is a party under the laws of each
        jurisdiction to which any of such parties may be subject, (d) that
        each of
        the parties to the Transaction Documents (other than the Purchaser) has the
        legal power to act in the capacity or capacities in which it is to act
        thereunder, (e) that the Comegua Stock Pledge Agreement will be executed
        and delivered substantially in the form attached as an exhibit to the Master
        Collateral and Intercreditor Agreement, (f) that each of the Transaction
        Documents constitutes a legal, valid and binding obligation of each of its
        respective parties (other than the Purchaser) and is enforceable under the
        laws
        of each jurisdiction to which any of the parties thereto may be subject (other
        than the law of Switzerland), (g) the performance of, and compliance with,
        the
        covenants contained in the Transaction Documents by each of the parties thereto,
        (h) the authenticity of all documents submitted to us as originals, (i) the
        conformity to the original documents of all documents submitted to us as
        copies
        and (j) the genuineness of all signatures on all documents submitted
        to us.
        We have also relied, with respect to certain factual matters, on the
        representations and warranties contained in the Transaction Documents and
        certificates of the Company and its Subsidiaries.
  We
        express no opinion as to any law other than the law of Switzerland and we
        have
        assumed that there is nothing in any other law that affects our opinion,
        which
        is delivered based upon Swiss law applicable on the date hereof. In particular,
        we have made no independent investigation of the law of (i) the State of
        New
        York and/or (ii) the United States of America and/or (iii) any state or other
        political subdivision thereof or therein and (iv) Panama and/or Mexico and/or
        (v) any state or other political subdivision thereof or therein, as a basis
        for
        the opinion stated herein and do not express or imply any opinion on or based
        on
        any law other than Swiss law and we do not purport to pass on any matter
        governed by the laws of Mexico, Panama or the State of New York.




This
        opinion is limited to Swiss law as applied by Swiss court at the date hereof
        and
        is given on the basis that it will be governed and construed in accordance
        with
        Swiss law. **By
        accepting this opinion you agree, without prejudice to the provisions of
        the
        Transaction Documents applying to the parties thereto, that Zurich, Switzerland
        shall be the exclusive place of jurisdiction for any dispute solely arising
        out
        of or relating solely to this opinion or its interpretation (it being understood
        that the exclusive place of jurisdiction for any and all claims by any party
        to
        the Transaction Documents against Meyer Lustenberger or any of its partners
        or
        employees relating to the Transaction Documents and/or this Opinion shall
        be
        Zurich).**
  Based
        on
        the foregoing, and subject to the assumptions, qualifications and limitations
        set forth herein, we are of the opinion that:
  1.  Each
        of
        the Purchaser and the Seller is duly incorporated, validly existing and in
        good
        standing under the laws of Switzerland.
  2.  Each
        of
        the Purchaser and the Seller has full corporate power and authority to enter
        into and perform its obligations under the Comegua Share Purchase Agreement
        and
        the Loan Agreement, and the Purchaser has full corporate power and authority
        to
        enter into and perform its obligations under the Master Collateral and
        Intercreditor Agreement and will have full power and authority to enter and
        perform its obligations under the Comegua Stock Pledge Agreement when
        executed.
  3.  Each
        of
        the Comegua Share Purchase Agreement and the Loan Agreement has been duly
        authorized, executed and delivered by the Seller, and each of the Comegua
        Share
        Purchase Agreement and the Loan Agreement constitutes a legal, valid and
        binding
        obligation of the Seller, enforceable against the Seller in accordance with
        its
        terms.
  4.  Each
        of
        the Comegua Share Purchase Agreement, the Loan Agreement and the Master
        Collateral and Intercreditor Agreement has been duly authorized, executed
        and
        delivered by the Purchaser, and each of the Comegua Share Purchase Agreement,
        the Loan Agreement and the Master Collateral and Intercreditor Agreement
        constitutes a legal, valid and binding obligation of the Purchaser, enforceable
        against the Purchaser in accordance with its terms.
  5.  It
        will
        not be necessary or advisable under the law of Switzerland that any document
        be
        filed, registered or recorded in any public office or elsewhere in Switzerland
        in order to ensure the validity, effectiveness, enforceability or admissibility
        into evidence of the Comegua Share Purchase Agreement or any of the Transaction
        Documents to which the Purchaser is a party.
  6.  None
        of
        the execution and delivery of the Comegua Share Purchase Agreement, the Loan
        Agreement, the Master Collateral and Intercreditor Agreement and the Comegua
        Stock Pledge Agreement by the Purchaser, the consummation of any of the
        transactions contemplated thereby or the performance of the terms thereof
        will
        conflict with, result in a breach or violation of, or the imposition of any
        lien, charge or encumbrance upon any property or asset of the Seller or the
        Purchaser pursuant to, or constitute a default under, (i) the Swiss Charter
        Documents of the Purchaser, (ii) the terms of any indenture or other agreement,
        obligation, condition, covenant or instrument to which the Seller or the
        Purchaser is a party or











bound
        or
        to which its property is subject or (iii) any statute, law, rule or regulation
        of Switzerland, or, to our knowledge, any order or decree of any Swiss court,
        regulatory body, administrative agency, governmental body, arbitrator,
        instrumentality or other authority having jurisdiction over the Purchaser
        or the
        Seller or any of their respective properties.
  7.  All
        of
        the outstanding capital stock of the Purchaser is owned of record by the
        Company. To the best of our knowledge, such capital stock is owned free and
        clear of any Liens.
  8.  The
        Seller has validly and irrevocably transferred to the Purchaser pursuant
        to the
        Comegua Share Purchase Agreement all of its right, title and interest in
        the
        Comegua Shares, without recourse, and the Purchaser owns 100% of the Comegua
        Shares, free and clear of any Liens. Any
        subsequent transfer of the Comegua Shares is subject to the right of first
        refusal of the other Comegua shareholders as such right is described in the
        by-laws of Comegua.
  9.  No
        authorization, approval or other action by, and no notice to, consent of,
        order
        of, or filing with, any Swiss court or governmental authority or regulatory
        body
        is required for the execution, delivery and performance of the Master Collateral
        and Intercreditor Agreement, the Comegua Stock Pledge Agreement and the Comegua
        Share Purchase Agreement or the consummation of the transactions contemplated
        therein.
  10.  No
        tax,
        deduction or withholding will be imposed by any national, regional or local
        government of Switzerland or any subdivision or agent thereof or therein
        on or
        by virtue of the execution or delivery of any Master Collateral and
        Intercreditor Agreement or the delivery of the Comegua Shares to the Collateral
        and Intercreditor Agent under (and as defined in) the Comegua Stock Pledge
        Agreement when executed, or the delivery of the Comegua Shares or any exercise
        of rights under the Comegua Stock Pledge Agreement when executed.
  11.  The
        choice of New York law as the governing law of the Master Collateral Agreement
        is a valid choice of law and will be recognized and given effect to by the
        courts of Switzerland.
  12.  The
        irrevocable submission by the Purchaser to the state and federal courts located
        in New York, New York is a valid submission to the jurisdiction of such courts
        and the appointment of the agent for service of process and the designation
        and
        method of service of process in the Master Collateral and Intercreditor
        Agreement are valid and effective under the law of Switzerland will be
        recognized by the courts of Switzerland.
  13.  A
        final
        and conclusive judgment obtained in the state or federal courts in New York,
        New
        York and any appellate court or body thereto against the Purchaser, arising
        out
        of or in relation to the Transaction Documents, would be enforceable against
        the
        Purchaser in Switzerland.
  The
        above
        opinion is subject to the following qualifications:
  a.
              This
                  opinion relates to the laws of Switzerland in effect on the date
                  hereof.
                  Such laws are subject to change.






b.
              Enforceability
                  of each of the Comegua Share Purchase Agreement, the Loan Agreement
                  and
                  the Master Collateral and Intercreditor Agreement may be limited
                  by
                  applicable bankruptcy, insolvency, fraudulent transfer, and similar
                  laws
                  affecting the enforcement of creditors' rights generally, including
                  Swiss
                  law principles on good faith (*Treu
                  und Glauben*;
                  Art. 2 para. 1 of the Swiss Civil Code) or Swiss law principles
                  on the
                  abuse of rights (*Rechtsmissbrauch*;
                  Art. 2 para. 2 of the Swiss Civil
                  Code).
  c.
              Where
                  we refer to enforceability, we only express an opinion as to
                  enforceability under the rules of procedure applicable in Switzerland.
                  Enforcement before the courts of Switzerland will in any event
                  be subject
                  to:
  (i)
              the
                  nature of the remedies available in the Swiss courts (and nothing
                  in this
                  opinion must be taken as indicating that specific performance or
                  injunctive relief would be available as remedies for the enforcement
                  of
                  such obligations); and
  (ii)
              the
                  acceptance of such courts of jurisdiction and the power of such
                  courts to
                  stay proceedings if concurrent proceedings are being brought elsewhere.
  d.
              The
                  enforceability in Switzerland of a foreign judgment rendered against
                  the
                  Swiss Parties is subject to the limitations set forth in (x) the
                  Lugano
                  Convention on Jurisdiction and Enforcement of Judgments in Civil
                  and
                  Commercial Matters of September 16, 1988 (y) such other international
                  treaties under which Switzerland is bound, and (z) the Swiss Federal
                  Act
                  on Private International Law (*Bundesgesetz
                  über das Internationale Privatrecht*).
                  In particular, and without limitation to the foregoing, a judgment
                  rendered by a foreign court may only be enforced in Switzerland
                  if:
  (i)  the
        foreign court had jurisdiction (in case of (y) and (z));
  (ii)  the
        judgment of such foreign court has become final and non-appealable;
  (iii)
              the
                  judgment of such foreign court on its merits does not violate Swiss
                  law
                  principles of public policy (*ordre
                  public*);
                  and
  (iv)
              the
                  court procedures leading to the judgment followed the principles
                  of due
                  process of law.
  This
        four-factor test may limit the enforceability in Switzerland. In addition,
        enforceability of a judgment by a non-Swiss court in Switzerland may be limited
        if the Swiss parties were not effectively served with process; if, however,
        the
        process described in Art. 11.9 of the Master Collateral and Intercreditor
        Agreement is followed and the Process Agent at the time of proceedings is
        the
        appointed process agent of the Purchaser, the Purchaser is considered to
        be
        effectively served.
  e.  Claims
        may become barred under statutes of limitation or prescription, or may be
        or
        become subject to available defences such as set-off, counterclaim, force
        majeure, material error, duress or fraud. Further limitations may apply with
        respect to the indemnification and contribution undertakings of the Swiss









Parties
                  if a court considers an act of the indemnified person as willful
                  or
                  grossly negligent.
  f.
              A
                  judgment given by a Swiss court in respect of proceedings instituted
                  before it based on a claim for currencies other than Swiss Francs
                  may be
                  expressed in such currency, if so requested. Enforcement of any
                  court
                  judgment under Swiss debt enforcement and bankruptcy proceedings,
                  however,
                  may only be made in Swiss Francs and the foreign currency amount
                  must
                  accordingly be converted into Swiss Francs at the rate obtained
                  on (y) the
                  date of instituting the enforcement proceedings or (z) the date
                  of the
                  filing for the continuation of the bankruptcy procedure (*Fortsetzungsbegehren*).
                  For enforcement proceedings in Switzerland, a foreign judgment
                  expressed
                  in a currency other than Swiss Francs will have to be converted
                  into Swiss
                  Francs.
  g.
              We
                  express no opinion as to any commercial, accounting, calculating,
                  auditing
                  or other non-legal matter. We express no opinion as to tax matters
                  and, in
                  particular, we express no opinion as to any tax gross-up or other
                  gross-up
                  provisions contained in the Transaction Documents.
  h.
              While
                  a Swiss court will determine the content of non-Swiss law governing
                  an
                  agreement*ex
                  officio*,
                  the parties to such agreement may be requested to assist the court
                  in
                  doing so. In case of pecuniary claims the burden of proof may be
                  imposed
                  upon the parties. If the content of the governing foreign law cannot
                  be
                  determined, the Swiss courts will apply Swiss law to the matter
                  in action.
  i.
              Under
                  Swiss law, the choice of the laws of the State of New York as the
                  gover-ning law of the Transaction Documents is valid and binding
                  as to the
                  parties of the Transaction Documents, if, under the laws of the
                  State of
                  New York, such choice of law is valid. Further, under Swiss law
                  the choice
                  of law with regard to the Collateral and Intercreditor Agent's
                  security
                  interest rights created in the Master Collateral and Intercreditor
                  Agreement and the security documents referred to therein and the
                  perfection thereof cannot be invoked against third parties which
                  are not
                  parties to the agreements, such as other creditors of the Company.
                  Such
                  third parties could request the application of the law that according
                  to
                  the Swiss Federal Act on International Private Law of December
                  18, 1987
                  would apply disregarding the choice of law set forth in the Master
                  Collateral and Intercreditor
                  Agreement.
  Pursuant
        to the Swiss Federal Act on International Private Law a court may take into
        consideration mandatory provisions of Swiss Law or Foreign Law if the facts
        have
        a close connection to that law and where the interests of a party which are
        considered legitimate and clearly prevalent under Swiss legal con-cepts require
        it.
  j.
              Pursuant
                  to the Swiss Federal Act on International Private Law Swiss Swiss
                  judicial
                  or administrative authorities may grant interim relief even where
                  they do
                  not have jurisdiction to entertain the merits.It
                  is uncertain whether parties to a contract can agree in advance
                  as to the
                  governing law of claims connected with the contract but which are
                  deemed,
                  by the Swiss courts, not claims on the contract, such as a claim
                  in tort.









k.
              Any
                  provision of a guarantee or indemnity which constitutes, or purports
                  to
                  constitute, a restriction on the exercise of any statutory power
                  by a
                  guarantor may be ineffective. The enforcement of a guarantee, indemnity
                  or
                  other obligation of a Swiss subsidiary , such as the pledge of
                  shares held
                  by such subsidiary, for, or with respect to, any obligation of
                  its
                  shareholder or any of its affiliates is limited to the freely disposable
                  shareholder equity of such Swiss subsidiary. Such freely disposable
                  shareholder equity shall be determined in accordance with Swiss
                  law and
                  Swiss accounting principles and shall correspond to the lower amount
                  of
                  the Swiss subsidiary's total shareholder equity less the total
                  of (i) its
                  aggregate share capital and (ii) its statutory reserves (including
                  reserves for own shares and revaluations as well as paid-in capital
                  surplus upon the issuance of new shares) at the time of the granting
                  of
                  such guarantee, indemnity or other obligation and at the time of
                  the start
                  of the proceedings for enforcement, which amount (x) shall be determined
                  on the basis of an audited annual or interim balance sheet of the
                  Swiss
                  subsidiary, (y) shall be approved by the auditors of the Swiss
                  Subsidiary
                  as distributable amount, and (z) shall be or has been duly approved
                  as
                  distribution by a duly convened meeting of the shareholders of
                  the Swiss
                  subsidiary.
  l.
              A
                  determination, calculation or certification as to any matter provided
                  for
                  in the Guarantee may be held by a Swiss court not to be final,
                  conclusive
                  or binding if such determination, calculation or certificate could
                  be
                  shown to have an unreasonable, incorrect or arbitrary basis or
                  not to have
                  been given or made in good faith.
  m.
              Where
                  a party to the Transaction Documents is vested with discretion
                  or may
                  determine a matter in its opinion, Swiss law may require that such
                  discretion is exercised reasonably or that such opinion is based
                  upon
                  reasonable grounds.
  We
        are
        admitted to the Zurich bar. Accordingly, our opinion is confined to Swiss
        law.
        We have abstained from examining any issues of any other laws. We express
        no
        opinion as to matters governed by any laws other than the laws of Switzerland.
        In particular, we do not purport to pass on any matter governed by the laws
        of
        Mexico, Panama or of the State of New York.
  We
        are
        furnishing this opinion to you, as Representative of the Initial Purchasers
        of
        the Notes, solely for your benefit. This opinion may not be relied upon by
        any
        other person (including by any person that acquires the Notes from an Initial
        Purchaser) or for any other purpose. It may not be used, circulated, quoted
        or
        otherwise referred to for any other purpose.
  Yours
        sincerely