EXHIBIT
      4.22





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




U.S.
      $80,000,000


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




Purchase
      Agreement




January
      31, 2005




Credit
      Suisse First Boston LLC





As
      Representative of the Initial Purchasers


c/o
      Credit Suisse First Boston LLC


Eleven
      Madison Avenue


New
      York,
      New York 10010




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 Credit Suisse First Boston LLC (the “ Representative ”)
      is
      acting as representative, U.S.$80,000,000 principal amount of its 10.75% Senior
      Secured Guaranteed Notes Due 2011 (the “ Securities ”).
      The
      Securities will form a single series and be fully fungible with the Company’s
      outstanding 10.75% Senior Secured Guaranteed Notes Due 2011 (CUSIP Nos.
      92851Jaa3 and p98020AA1) issued on July 23, 2004 (the “ Initial
      Securities ”),
      subject to the terms and conditions set forth herein. The Securities are to
      be
      issued pursuant to Supplemental Indenture No.1 to be dated as of the Closing
      Date (as defined below) (the “ Supplemental
      Indenture ”)
      to the
      indenture dated July 23, 2004 (the “ Original
      Indenture ”),
      among
      the Company, the Note Guarantors and The Bank of New York, as trustee (the
      “ Trustee ”).
      The
      Original Indenture as supplemental by the Supplemental Indenture is herein
      referred to as the “Indenture.” 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 circular, dated January 31, 2005 (as amended or
      supplemented at the date thereof, including any and all exhibits thereto, and
      any information incorporated by reference therein, the “ Preliminary
      Offering Circular ”),
      and a
      final offering circular, dated January 31, 2005 (as amended or supplemented
      at
      the Execution Time, including any and all exhibits thereto and any information
      incorporated by reference therein, the “ Final
      Offering Circular ”).
      Each
      of











the
      Preliminary Offering Circular and the Final Offering Circular sets forth certain
      information concerning the Company and the Securities. The Company hereby
      confirms that it has authorized the use of the Preliminary Offering Circular
      and
      the Final Offering Circular, 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 Offering Circular 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 Offering Circular, 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 Offering Circular 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 Offering Circular or the Final Offering
      Circular, 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.






2




(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 Offering Circular.




(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
      Offering Circular will 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 Offering Circular 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. 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). 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 Offering Circular, 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 Offering Circular, (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 Offering Circular 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, executed and delivered by each of the Company and any







3





Grantor
      Subsidiary which is a party thereto and, assuming due authorization, execution
      and delivery by each of the parties thereto (other than the Company or any
      Grantor Subsidiary) constitutes 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 Original Indenture has been duly
      authorized, executed and delivered by the Company and each Note Guarantor and
      constitutes 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); the Accession Agreement has
      been
      duly authorized by the Company and each of the Grantor Subsidiaries and,
      assuming due authorization, execution and delivery thereof by each of the
      parties thereto (other than the Company or any Grantor Subsidiary), when
      executed and delivered by the Company and each Grantor Subsidiary, will
      constitute a legal, valid and binding instrument enforceable against each of
      the
      Company and each 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
      Supplemental 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 form a single series and be fully fungible with
      the
      Initial Securities, 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 Accession Agreement, the Original
      Indenture, the Supplemental 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 Original Indenture, the Supplemental 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 and (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* ).






4




(q)  None
      of
      the execution and delivery of the Original Indenture, the Supplemental
      Indenture, the Collateral Documents, the Accession Agreement, 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 has or, with respect to the Supplemental Indenture or the
      Accession Agreement, 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, (i) the *estatutos
      sociales* or
      comparable constituting documents of Vitro, S.A. de C.V., the Company or any
      of
      their Subsidiaries; (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)  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 Offering Circular 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); the
      selected financial data set forth under the caption “Selected Combined Financial
      Information” in the Final Offering Circular fairly present, on the basis stated
      in the Final Offering Circular, the information included or incorporated by
      reference therein.




(s)  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, the Original Indenture, the Supplemental 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 Offering Circular (exclusive
      of any amendment or supplement thereto).




(t)  On
      and as
      of the Closing Date, all representations made in the Collateral Documents
      entered into on or prior to the Closing Date 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 Closing Date, and the Securities will constitute Noteholder
      Claims under the Master Collateral Agreement.




(u)  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







5





defects
      except (i) in the case of Collateral, Collateral Permitted Liens or as described
      in the Final Offering Circular (exclusive of any amendment or supplement
      thereto), (ii) 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.




(v)  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.




(w)  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 Offering
      Circular, are independent public accountants with respect to the Company and
      the
      Note Guarantors within the meaning of generally accepted accounting principles
      in Mexico.




(x)  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.




(y)  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 Offering
      Circular (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 Offering Circular (exclusive of any
      amendment or supplement thereto).




(z)  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







6





Material
      Adverse Effect or as set forth in or contemplated in the Final Offering Circular
      (exclusive of any amendment or supplement thereto).




(aa)  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 Offering Circular (exclusive of any
      amendment or supplement thereto).




(bb)  No
      subsidiary of the Company is currently prohibited or otherwise restricted,
      directly or indirectly, from paying any dividends to the Company, from making
      any 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 Offering Circular (exclusive
      of any amendment or supplement thereto).




(cc)  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 Offering
      Circular (exclusive of any amendment or supplement thereto).




(dd)  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.






7




(ee)  The
      Company has no reason to believe that the statistical and market-related data
      included in the Final Offering Circular are based on or derived from sources
      that are not reliable and accurate in all material respects.




(ff)  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
      Offering Circular (exclusive of any amendment or supplement thereto). Except
      as
      set forth in the Final Offering Circular, 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.




(gg)  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 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
      Offering Circular (exclusive of any amendment or supplement thereto).




(hh)  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.




(ii)  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







8





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 Offering Circular 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 Offering Circular, 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 Offering Circular, 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.




(jj)  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 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.




(kk)  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.




(ll)  There
      have been no amendments to any of the documents listed in Annex C except as
      set
      forth in Annex C.




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 102.25% of the principal
      amount thereof, plus accrued interest, if any, from and including January 23,
      2005 to but excluding the Closing Date, the principal amount of Securities
      set
      forth opposite such Initial Purchaser’s name in Schedule I hereto.






9




3.  Delivery
      and Payment .
      Delivery of and payment for the Securities shall be made at 10:00 A.M., New
      York
      City time, on February 7, 2005, 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. The Securities shall be assigned
      the same CUSIP numbers as the Initial Securities.




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
      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;




10




(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 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
      Offering Circular or the Final Offering Circular 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







11





copies
      of
      the Final Offering Circular and any amendments and supplements thereto as they
      may reasonably request.




(b)  The
      Company will not amend or supplement the Final Offering Circular, 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 Offering Circular, 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 Offering Circular 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 Offering Circular 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 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.






12




(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 prior to the completion of the sale of the Securities by the
      Representatives (as determined by the Representatives) 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 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 Supplemental Indenture, the Collateral Documents,
      the
      Accession Agreement, 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 Offering Circular and the Final Offering
      Circular 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 Offering
      Circular and the Final Offering Circular, 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







13





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.




(p)  The
      Company will apply the aggregate proceeds from the offering of the Securities
      in
      the manner specified in the Final Offering Circular under the heading “Use of
      Proceeds”.




(q)  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
      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







14





opinion,
      dated the Closing Date and addressed to the Representative, in substantially
      the
      form 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
      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 reliance letter dated the Closing Date and addressed to
      the
      Representative, in substantially the form set forth in Exhibit D hereto,
      authorizing the Initial Purchasers to rely on its opinion to Citigroup dated
      July 23, 2004 as if it were dated the Closing Date and addressed to the Initial
      Purchasers.




(e)  The
      Company shall have requested and caused MacMillan, Sobanski & Todd, LLC, the
      Company’s Ohio counsel, to furnish to the Representative a reliance letter dated
      the Closing Date and addressed to the Representative, in substantially the
      form
      set forth in Exhibit E hereto, authorizing the Initial Purchasers to rely on
      its
      opinion to Citigroup dated July 23, 2004 as if it were dated the Closing Date
      and addressed to the Initial Purchasers.




(f)  The
      Company shall have requested and caused Carstens, Yee & Cahoon, LLP, the
      Company’s federal patent counsel, to furnish to the Representative a reliance
      letter dated the Closing Date and addressed to the Representative, in
      substantially the form set forth in Exhibit F hereto, authorizing the Initial
      Purchasers to rely on its opinion to Citigroup dated July 23, 2004 as if it
      were
      dated the Closing Date and addressed to the Initial Purchasers.




(g)  The
      Company shall have requested and caused De Obaldia & García de Paredes, the
      Company’s Panamanian counsel, to furnish to the Representative a reliance letter
      dated the Closing Date and addressed to the Representative, in substantially
      the
      form set forth in Exhibit G hereto, authorizing the Initial Purchasers to rely
      on (i) its opinion to Citigroup dated July 23, 2004 and (ii) its opinion to
      the
      Collateral and Intercreditor Agent dated December 20, 2004, in each case as
      if
      such opinions were dated the Closing Date and addressed to the Initial
      Purchasers.




(h)  The
      Company shall have requested and caused Richards, Layton & Finger, P.A., the
      Company’s special Delaware counsel, to furnish to the Representative its opinion
      dated the Closing Date and addressed to the Representative, in substantially
      the
      form 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 its
      opinion dated the Closing Date and addressed to the Representative, in
      substantially the form set forth in Exhibit I hereto.




(j)  The
      Representative shall have received from Cleary Gottlieb Steen & Hamilton LLP
      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







15





issuance
      and sale of the Securities, the Indenture, the Supplemental Indenture, the
      Collateral Documents, the Final Offering Circular (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 Offering Circular, any amendment or supplement
      to
      the Final Offering Circular 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 Offering Circular (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 Offering Circular (exclusive of any amendment or
      supplement thereto).




(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 Offering Circular
      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 nine-month periods ended September 30, 2003 and 2004, and
      at
      September 30, 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







16







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 Offering Circular
                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 Offering Circular;
                or




(B)
            with
                respect to the period subsequent to September 30, 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 and
                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 September 30, 2004 consolidated balance sheet
                included or incorporated by reference in the Final Offering Circular,
                or
                for the period from October 1, 2004 to such specified date there
                were any
                decreases, as compared with the corresponding period in the previous
                year
                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 Offering Circular, 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






17




Packaging,
      Comegua, and their respective Subsidiaries) set forth in the Final Offering
      Circular, 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 Offering
      Circular **** 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
      Representative) 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 Offering Circular include any
      amendment or supplement thereto at the date of the applicable
      letter.




(m)  On
      the
      Closing Date, the Indenture shall be in full 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, and such documents or copies thereof as are required to be delivered
      pursuant to Section 7.1 of the Master Collateral Agreement in connection with
      the issuance of the Securities, in form and substance reasonably satisfactory
      to
      the Representative;




(ii)  Copies
      of
      UCC financing statements in favor of the Collateral and Intercreditor Agent
      filed with the Delaware Secretary of State with respect to the Collateral as
      defined in the Vitro Packaging Security Agreement, 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)  Evidence
      of the registration of the Non-Possessory Pledge Agreements with the Public
      Registry of Commerce and evidence of the registration of mortgages required
      to
      be registered at the Public Registry of Property pursuant to the Master
      Collateral and Intercreditor Agreement;




(iv)  Such
      other certificates, opinions, documents and instruments relating to the
      Collateral as may have been reasonably requested by the Representative; and




(v)  The
      executed Agency Agreements .




(o)  Subsequent
      to the Execution Time or, if earlier, the dates as of which information is
      given
      in the Final Offering Circular (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







18





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 Offering Circular (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 Offering Circular
      (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)  At
      or
      prior to the Closing Date, the Company shall have received from GE Commercial
      Distribution Finance Corporation (“ GECDF ”)
      a
      written waiver in form and substance reasonably satisfactory to the
      Representative of any and all defaults under the Factoring Agreement for the
      Purchase and Sale of Accounts Receivable dated as of August 4, 2000, as amended,
      among GECDF and the other parties thereto which may have occurred or been
      committed prior to the date of such waiver.




(s)  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







19





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 the Representative 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 Offering Circular, the Final Offering Circular 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; 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 Offering Circular, the Final Offering Circular, 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 Offering Circular, the Final Offering Circular 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 sixth paragraph
      of
      the cover page regarding delivery of the Securities and (ii), under the heading
      “Plan of Distribution”, (A) the third paragraph related to the terms of the
      offering by the Initial Purchasers, (B) the second sentence of the tenth
      paragraph related to market making by the Initial Purchasers, and (C) the
      eleventh paragraph related to over-allotment, stabilization, and syndicate
      covering transactions in the Preliminary Offering Circular and the Final
      Offering Circular constitute the only information furnished in writing by or
      on
      behalf of the Initial Purchasers for inclusion in the Preliminary Offering
      Circular, the Final Offering Circular or in any amendment or supplement
      thereto.






20




(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 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







21





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 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 Offering Circular 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







22





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 Offering Circular
      (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 Credit
      Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629,
      Attention:  Transactions Advisory Group (fax no.: (212) 325-8278)
      and
      confirmed to Credit Suisse First Boston LLC, Eleven Madison Avenue,
      New York, N.Y. 10010-3629, Attention:  Transactions Advisory
      Group; 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 successors, 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







23





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 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.






24




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.




“Accession
      Agreement” shall mean the Accession Agreement to be dated as of the Closing
      Date, among the Company, each of the Grantor Subsidiaries, the Collateral and
      Intercreditor Agent and the Trustee, in substantially the form of Exhibit A-1
      to
      the Master Collateral and Intercreditor Agreement.




“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.







25





“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.




“Commission”
      shall mean the U.S. Securities and Exchange Commission.




“Credit
      Suisse” shall mean Credit Suisse First Boston LLC.




“CSFB
      Accession Agreement” shall mean the Accession Agreement dated as of September
      24, 2004, among the Company, the Collateral and Intercreditor Agent, the Grantor
      Subsidiaries from time to time party thereto and the Administrative Agent named
      therein




“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.




“Grantor
      Subsidiaries” shall have the meaning specified in the Master Collateral and
      Intercreditor Agreement.




“Indenture”
      shall mean the Indenture dated as of the July 23, 2004, 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 July 23, 2004, 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.




“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.







26





“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 Security Agreement” shall mean the Security Agreement dated as of July
      23, 2004 between Vitro Packaging and the Collateral and Intercreditor
      Agent.












27





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.




Credit
      Suisse First Boston LLC




By:__________________________


Name:


Title:















**SCHEDULE
      I**




Initial
                Purchasers
            
            Principal
                Amount of
              Securities
              to be PurchasedCredit
                Suisse First Boston LLC
            U.S.$
                80,000,000Total
            U.S.$80,000,000