EXHIBIT
      4.26  VITRO
        GUARANTY
  THIS
        GUARANTY (this “ Guaranty ”)
        dated
        as of March 31, 2005, is made by VITRO, S.A. DE C.V., a corporation
        (“ *sociedad
        anónima de capital variable* ”)
        organized under the laws of the United Mexican States (the “ Guarantor ”),
        in
        favor of the holders of the *Certificados
        Subordinados* .
  W  I  T  N  E  S  S  E  T  H :
  WHEREAS,
        pursuant to the *Contrato
        de Fideicomiso Irrevocable de Emisión, Administración*  *y
        Pago* ,
        dated
        as of March 23, 2005, by and between Compañía Vidriera,
        S.A.
        de C.V., a corporation organized under the laws of Mexico, Industria del
Álcali,
        S.A. de C.V., a corporation organized under the laws of Mexico, Comercializadora
        Álcali, S. de R.L. de C.V., a limited liability company organized under the
        laws
        of Mexico, as
        Fideicomitentes y Fideicomisarios en Tercer Lugar, ABN Amro Bank (Mexico),
        S.A.,
        Institución de Banca Múltiple Division Fiduciara, Banco Invex, S.A.,
        Institución de Banca Múltiple, Invex Grupo Financiero, as Representante Común, as
        the
        same may be amended or modified from time to time (the “ Trust
        Agreement ”),
        the
        holders of *Certificados
        Subordinados* have
        certain rights and obligations, including the right to receive payments in
        respect of the *Certificados
        Subordinados* (as
        defined in the Trust Agreement) under the terms and conditions set forth
        in the
        Trust Agreement (the holders of such *Certificados
        Subordinados* are
        referred to herein as the “ Subordinate
        Certificate Holders ”);
  WHEREAS,
        the Guarantor has duly authorized the execution, delivery and performance
        of
        this Guaranty; and
  WHEREAS,
        it is in the best interests of the Guarantor to execute this Guaranty and
        the
        execution and delivery of this Guaranty is a material inducement for the
        Subordinate Certificate Holders to execute and deliver the purchase agreement
        relating to the *Certificados
        Subordinados* (the
        “ Purchase
        Agreement ”);
  NOW
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which are hereby acknowledged, the Guarantor agrees, for the benefit of the
        Subordinate Certificate Holders, as follows:
  ARTICLE
        I
  DEFINITIONS
  SECTION
        1.1  Certain
        Terms .
        The
        following terms when used in this Guaranty, including its preamble and recitals,
        shall have the following meanings (such definitions to be equally applicable
        to
        the singular and plural forms thereof):
  “ Additional
        Costs ”
        is
        defined in Section 6.11 hereof.
  “ Capital
        Stock ”
        shall
        mean, with respect to any Person, any and all shares, interests, participation
        or other equivalents (however designated, whether voting or non-
  
  voting)
        of such Person’s capital stock or other ownership interests, whether now
        outstanding or issued after the date hereof, including, without limitation,
        all
        common stock and Preferred Stock.
  “ Capitalized
        Lease ”
        shall
        mean, as applied to any Person, any lease of any property (whether real,
        personal or mixed) of which the discounted present value of the rental
        obligations of such Person as lessee, in conformity with Mexican GAAP, is
        required to be capitalized on the balance sheet of such Person; and “Capitalized
        Lease Obligation” is defined to mean the rental obligations, as aforesaid, under
        such lease.
  “ Consolidated
        Subsidiaries ”
        shall
        mean, as to any Person, all Subsidiaries of such Person which are consolidated
        with such Person for financial reporting purposes in accordance with
        GAAP.
  “ Currency
        Agreement ”
        shall
        mean any foreign exchange contract, currency swap agreement or other similar
        agreement or arrangement designed to protect the Guarantor, any Settlor or
        any
        Restricted Subsidiary against fluctuations in currency values.
  “ GAAP ”
        means,
        Mexican generally accepted accounting principles as in effect from time to
        time
        applied on a basis consistent with those applied in the preparation of then-most
        recent audited consolidated financial statements of the relevant Person and
        its
        Consolidated Subsidiaries delivered to the Trustee (except for changes concurred
        in by such Person’s independent auditors).
  “ Government
        Agency ”
        shall
        mean any ministry, administrative department, agency, commission, bureau,
        board,
        regulatory authority, registry, instrumentality, governmental body, entity,
        judicial or administrative body, central bank or court (including, without
        limitation, banking and taxing authorities) of, or controlled by, as the
        case
        may be, Mexico or the United States of America or any political subdivision
        thereof.
  “ Governmental
        Approval ”
        shall
        mean any authorization, approval, consent, license, concession, ruling, permit,
        certification, order, validation, exemption, waiver, variance, opinion of,
        or
        registration, filing or recording with, any applicable Government
        Agency.
  “ Guaranteed
        Obligations ”
        is
        defined in Section 2.1 hereof.
  “ Guarantor ”
        is
        defined in the preamble hereof.
  “ Guarantor
        Default ”
        means
        any Guarantor Event of Default or any event, act or condition which, with
        notice
        or lapse of time, or both, would constitute a Guarantor Event of
        Default.
  “ Guarantor
        Event of Default ”
        is
        defined in Article V hereof.
  “ Guaranty ”
        is
        defined in the preamble .
  2
 “ Indebtedness ”
        shall
        mean, with respect to any Person at any date of determination (without
        duplication), (i) all indebtedness of such Person for borrowed money,
        or
        with respect to deposits or advances of any kind, and all obligations of
        such
        Person upon which interest charges are customarily paid, (ii) all
        obligations of such Person evidenced by bonds, debentures, notes or other
        similar instruments, (iii) all obligations of such Person in respect
        of
        bankers’ acceptances, letters of credit or other similar instruments (including
        reimbursement obligations with respect thereto), (iv) all obligations
        of
        such Person to pay the deferred and unpaid purchase price of property or
        services and all obligations of such Person under conditional sale or other
        title retention agreements relating to property acquired by such Person,
        (v) all obligations of such Person as lessee under Capitalized Leases,
        (vi) all Indebtedness of other Persons guarantied by such Person or
        secured
        by a lien on any asset of such Person, whether or not such Indebtedness is
        assumed by such Person; provided that the amount of such Indebtedness shall
        be
        the lesser of (A) the fair market value of such asset at such date
        of
        determination and (B) the amount of such Indebtedness, (vii) all
        Indebtedness of, and any liquidation preference and any mandatory redemption
        payment obligations in respect of, Preferred Stock issued by, other Persons
        guaranteed by such Person to the extent such Indebtedness is guaranteed by
        such
        Person, (viii) to the extent not otherwise included in this definition,
        obligations under Currency Agreements and Interest Rate Agreements net of
        all
        benefits under any Currency Agreements and Interest Rate Agreements to the
        extent able to be setoff against such obligations, (ix) the maximum
        fixed
        redemption or repurchase price of any redeemable stock issued by such Person.
        The amount of Indebtedness of any Person at any date shall be the outstanding
        balance at such date of all unconditional obligations as described above
        and,
        with respect to contingent obligations, the maximum liability upon the
        occurrence of the contingency giving rise to the obligation, provided that
        the
        amount outstanding at any time of any Indebtedness issued with original issue
        discount is the face amount of such Indebtedness less the remaining unamortized
        portion of the original issue discount of such Indebtedness at such time
        as
        determined in conformity with GAAP. Notwithstanding the foregoing, “ Indebtedness ”
        shall
        not include (i) any liability to the Pension Benefit Guaranty Corporation
        under the term sheet dated January 29, 1997 and entered into in connection
        with the sale of assets of Anchor Glass Container Corporation (or any definitive
        agreement in respect thereof or instrument relating thereto) or (ii) Trade
        Payables.
  “ Interest
        Rate Agreement ”
        shall
        mean any interest rate swap agreement, interest rate collar agreement or
        other
        similar agreement or arrangement designed to protect the Guarantor or any
        of its
        Restricted Subsidiaries against fluctuations in interest rates.
  *“* Material
        Adverse Effect *”* means a
        material adverse effect on (a) the business, assets, operations, prospects
        or
        condition, financial or otherwise, of the Guarantor and its Subsidiaries
        on a
        consolidated basis, (b) the ability of the Guarantor or such Subsidiaries
        to
        perform any of its obligations hereunder, or under any of the Transaction
        Documents, or (c) the rights of or benefits available to the Subordinate
        Certificate Holders hereunder or under the Transaction Documents.
  3
  “Person ”
        shall
        mean any individual, partnership, limited partnership, joint venture, firm,
        corporation, association, trust, estate or other enterprise or any government
        or
        political subdivision or any agency, department or instrumentality
        thereof.
  “ Preferred
        Stock ”
        shall
        mean, with respect to any Person, any and all shares, interests, participations
        or other equivalents (however designated, whether voting or non-voting) of
        such
        Person’s preferred or preference stock, whether now outstanding or hereafter
        issued, including, without limitation, all series and classes of such preferred
        or preference stock.
  “ Settlors ”
        shall
        have the meaning ascribed to the terms *Fideicomitentes
        and Fideicomisarios en Tercer Lugar* under
        the Trust Agreement.
  “ SHCP ”
        is
        defined in Section 6.11 hereof.
  “ Significant
        Subsidiary ”
        shall
        mean, at any date of determination, any Subsidiary of the Guarantor that,
        together with its Subsidiaries, (i) for the most recent fiscal year
        of the
        Guarantor, accounted for more than 10% of the consolidated revenues of the
        Guarantor and its Subsidiaries or (ii) as of the end of such fiscal
        year,
        was the owner of more than 10% of the consolidated assets of the Guarantor
        and
        its Subsidiaries, all as set forth on the most recently available consolidated
        financial statements of the Guarantor for such fiscal year.
  “ Subordinate
        Certificate Holders ”
        is
        defined in the first  recital hereof.
  “ Subsidiary ”
        shall
        mean, with respect to any Person, (i) any corporation, association
        or other
        business entity of which more than 50% of the outstanding Voting Stock is
        owned,
        directly or indirectly, by such Person and one or more other Subsidiaries
        of
        such Person or (ii) any other corporation, association or other business
        entity that is required by Mexican GAAP to be combined or consolidated with
        such
        Person for purposes of general financial reporting.
  “ Trade
        Payables ”
        shall
        mean, with respect to any Person, any accounts payable, Indebtedness or monetary
        obligation to trade creditors (or bankers’ acceptances, letters of credit or
        other similar instruments (including reimbursement obligations with respect
        thereto) issued to assure payment of any such accounts payable, Indebtedness
        or
        monetary obligation) Incurred by such Person arising in the ordinary course
        of
        business in connection with the acquisition of goods or services and required
        to
        be paid within one year from the date of Incurrence thereof.
  “ Transaction
        Documents ”
        shall
        mean the Trust
        Agreement, the *Acta
        de Emisión* ,
        the *Certificados
        Subordinados,* the
        Purchase Agreement and any other document related to, or in connection with,
        the *Emisión* .
  “ Trust ”
        shall
        mean the trust established pursuant to the Trust Agreement.
  “ Trust
        Agreement ”
        is
        defined in the first  recital hereof.
  4
 “ Trustee ”
        shall
        have the meaning ascribed to the term Fiduciario in the Trust
        Agreement.
  “ Voting
        Stock ”
        shall
        mean with respect to any Person, Capital Stock of any class or kind ordinarily
        having the power to vote for the election of directors, managers or other
        voting
        members of the governing body of such Person.
  ARTICLE
        II
 
 GUARANTY
        PROVISIONS
  SECTION
        2.1  Guaranty . (a) The
        Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
        full
        and prompt payment when due, whether at stated maturity, by acceleration
        or
        otherwise, and at all times thereafter, all principal, interest, fees and
        all
        other monetary obligations of the Trust owed to each of the Subordinate
        Certificate Holders relating to the *Certificados
        Subordinados* ,
        howsoever created, arising or evidenced, whether direct or indirect, absolute
        or
        contingent, now or hereafter existing, or due or to become due, which arise
        out
        of or in connection with the Trust Agreement (all such obligations being
        herein
        collectively called the “ Guaranteed
        Obligations ”).
  This
        Guaranty constitutes a guaranty by the Guarantor of payment when due and
        not of
        collection, and the Guarantor specifically agrees that it shall not be necessary
        or required that the Trustee or any Subordinate Certificate Holder or any
        other
        Person exercise any right, assert any claim or demand or enforce any remedy
        whatsoever against the Trustee (or any other Person) before or as a condition
        to
        the obligations of the Guarantor hereunder. In the event that any of the
        Guaranteed Obligations shall not be paid when due within any period provided
        for
        in the *Certificados
        Subordinados* ,
        the
        Guarantor agrees to pay such Guaranteed Obligations to the corresponding
        Subordinate Certificate Holder within 30 (thirty) calendar days after delivery
        of a written demand by any such Subordinate Certificate Holder to the Guarantor.
        Without limiting the generality of the foregoing, upon any default on the
        payment of any of the Guaranteed Obligations, the Subordinate Certificate
        Holders may demand payment directly to the Guarantor, either prior to or
        concurrently with any requirement or lawsuit against, or without bringing
        requirement or suit against, the Trust.
  (b)  Any
        term
        or provision of this Guaranty or any other transaction document executed
        in
        connection with the Trust Agreement to the contrary notwithstanding, the
        aggregate maximum amount of the Guaranteed Obligations for which the Guarantor
        shall be liable shall not exceed the maximum amount for which the Guarantor
        can
        be liable without rendering this Guaranty or any other transaction document
        executed in connection with the Trust Agreement as it relates to the Guarantor,
        voidable under applicable law relating to fraudulent conveyance or fraudulent
        transfer.
  (c)
Any
        term or provision of
        this Guaranty or the Trust Agreement or any other transaction document executed
        in connection therewith to the contrary notwithstanding, the aggregate maximum
        amount of the Guaranteed Obligations for which the Guarantor shall be liable
        with respect to the principal amount of the *Certifcados
        Subordinados* shall
   5




not
          exceed (x) USD$19,000,000 (nineteen million Dollars) minus (y) any
          principal amounts of the *Certificados
          Subordinados* indefeasibly paid in cash to the extent the *Certifcados
          Subordinados* have
          been permanently reduced with respect to such payment, or such higher amount
          as
          the Guarantor shall have agreed to in writing, provided ,
          that
          the foregoing shall only limit Guarantor’s obligations for principal of the *Certifcados
          Subordinados* but
          shall not limit or impair the Guarantor’s obligation with respect to any other
          Guaranteed Obligation.
  SECTION
          2.2  Acceleration
          of Guaranty .
          The
          Guarantor agrees that, if any *Evento
          de Amortización Anticipada or Causa de Incumplimiento* (as
          such
          terms are defined in the Trust Agreement) relating to the *Certificados Subordinados* under
          Cláusula 11 of the Trust Agreement or under the *Acta
          de Emisión* (as such
          term is defined in the Trust Agreement) shall occur at a time when any
          of the
          Guaranteed Obligations are not then due and payable, the Guarantor shall
          pay to
          the Trustee for the account of the Subordinate Certificate Holders forthwith
          the
          full amount which would be payable hereunder by the Guarantor if all Guaranteed
          Obligations were then due and payable, unless such Subordinate Certificate
          Holder is Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank
          International”, New York Branch (“Rabobank”), a financial institution organized
          under the laws of the Kingdom of the Netherlands, acting through its branch
          office licensed by the State of New York, in which case the Guarantor will
          pay
          such amount directly to Rabobank.
  SECTION
          2.3  Guaranty
          Absolute, etc .
          This
          Guaranty shall in all respects be a continuing, absolute, unconditional
          and
          irrevocable guaranty of payment by the Guarantor, and shall remain in full
          force
          and effect until all Guaranteed Obligations have been paid in full, finally
          and
          indefeasibly. The Guarantor irrevocably guarantees that the Guaranteed
          Obligations shall be paid strictly in accordance with the terms of the
          Trust
          Agreement and any other transaction document executed in connection therewith
          under which they arise, regardless of any law, regulation or order now
          or
          hereafter in effect in any jurisdiction affecting any of such terms or
          the
          rights of any Subordinate Certificate Holder or any other Person with respect
          thereto. The liability of the Guarantor under this Guaranty shall be absolute,
          unconditional and irrevocable irrespective of, and shall not be released,
          discharged or in any way affected by any circumstance, condition or matter,
          including, without limitation:
  (a)  any
          lack
          of validity, legality or enforceability of any of the Transaction Documents
          or
          any other transaction document executed in connection with the Trust
          Agreement;
  (b)  the
          failure of the Trustee, any Subordinate Certificate Holder or any other
          Person:
  (i)  to
          assert
          any claim or demand or to enforce any right or remedy against the Trust
          or any
          other Person (including any other guarantor) under the provisions of the
          Trust
          Agreement or any other transaction document executed in connection therewith
          or
          otherwise, or
    6
   (ii)  to
          exercise any right or remedy against any other guarantor or against any
          collateral of any Guaranteed Obligations;
  (c)  any
          change in the time, manner or place of payment of, or in any other term
          of, all
          or any of the Guaranteed Obligations, or any other amendment, waiver, extension,
          compromise or renewal of any Guaranteed Obligation;
  (d)  any
          change, release or non-perfection of any collateral, or any release or
          amendment
          or waiver of any other guaranty or security agreement, for all or any of
          the
          Guaranteed Obligations;
  (e)  any
          reduction, limitation, impairment or termination of any Guaranteed Obligations
          for any reason (other than payment), including any claim of waiver, release,
          surrender, alteration or compromise, and shall not be subject to (and the
          Guarantor hereby waives any right to or claim of) any defense or setoff,
          counterclaim, recoupment or termination whatsoever by reason of the invalidity,
          illegality, nongenuineness, irregularity, compromise, unenforceability
          of, or
          any other event or occurrence (other than indefeasible payment in full
          in cash
          of the Guaranteed Obligations) affecting, any Guaranteed
          Obligations;
  (f)  any
          inability, lack of authority or legal disability of any party to execute,
          deliver and perform any of the Transaction Documents, or any other document
          under, derived from, or in connection with the *Emisión* (as
          such
          term is defined in the Trust Agreement;
  (g)  any
          amendment to, rescission, nullification, waiver, or other modification
          of, or
          any consent to departure from, any of the terms of the Trust Agreement
          or any
          other transaction document executed in connection therewith, including
          without
          limitation any amendment, rescission, waiver or other modification or consent
          which results in an increase in the amount of the Guaranteed
          Obligations;
  (h)  (i) any
          addition, exchange, release, surrender or non-perfection of any collateral
          or
          (ii) any amendment to or waiver or release or addition of, or consent
          to
          departure from, any other guaranty held by the Trustee, or any Subordinate
          Certificate Holder, securing or supporting any of the Guaranteed
          Obligations;
  (i)  the
          voluntary or involuntary liquidation, dissolution, sale of assets, marshalling
          of assets and liabilities, receivership, conservatorship, custodianship,
          insolvency, bankruptcy, *concurso
          mercantil* ,
          assignment for the benefit of creditors, reorganization, arrangement,
          composition or readjustment of or similar proceeding affecting (i) any *Fideicomitente* (as
          such
          term is defined in the Trust Agreement); (ii) any Subordinate Certificate
          Holder; or (iii) any estate of the Trust ( *Fideicomiso* );
   7
   (j)  any
          other
          circumstance (other than payment) which might otherwise constitute a defense
          available to, or a legal or equitable discharge of, the Trust, any surety
          or any
          other guarantor.
  SECTION
          2.4  Marshaling,
          Reinstatement .
          The
          Guarantor agrees that none of the Subordinate Certificate Holders nor any
          Person
          acting for or on behalf of the Subordinate Certificate Holders shall have
          any
          obligation to marshal any assets in favor of the Guarantor or against or
          in
          payment of any or all of the Guaranteed Obligations. If the Guarantor or
          any
          other guarantor of all or any part of the Guaranteed Obligations makes
          a payment
          to any Subordinate Certificate Holder, or if any Subordinate Certificate
          Holder
          receives any other payment in respect of the Guaranteed Obligations, which
          payment or any part thereof is subsequently invalidated, declared to be
          fraudulent or preferential, set aside and/or required to be repaid to the
          Guarantor, such other guarantor or any other Person, or their respective
          estates, trustees, receivers or any other party, under any bankruptcy law,
          “ *concurso
          mercantil* ”,
          state
          or federal law, common law or equitable cause, then, to the extent of such
          payment or repayment, the part of the Guaranteed Obligations which has
          been
          paid, reduced or satisfied by such amount shall be reinstated and continued
          in
          full force and effect as of the time immediately preceding such initial
          payment,
          reduction or satisfaction.
  SECTION
          2.5  The
          Guarantor agrees that its guaranty hereunder shall continue to be effective
          or
          be reinstated, as the case may be, if at any time payment, or any part
          thereof,
          of any monetary obligation of the Trust to a Subordinate Certificate Holder
          is
          rescinded or must otherwise be restored upon the bankruptcy, *concurso
          mercantil* or
          reorganization of the Fidecomitentes/Fideicomisarios (as defined in the
          Trust
          Agreement).
  SECTION
          2.6  Waiver,
          etc .
          The
          Guarantor hereby waives, to the greatest extent permitted by applicable
          law:
  (i)  any
          and
          all notice of the creation, renewal, extension or accrual of any of the
          Guaranteed Obligations;
  (ii)
          promptness, diligence or notice of acceptance and any other notice with
          respect
          to any of the Guaranteed Obligations and this Guaranty and any requirement
          that
          the Trustee, or any Subordinate Certificate Holder protect, secure, perfect
          or
          insure any security interest or lien, or any property subject thereto,
          or
          exhaust any right or take any action against the Trustee or any other Person
          (including any other guarantor) or entity or any collateral securing any
          Guaranteed Obligations or any of the other Obligations;
  (iii)  any
          and
          all rights which the Guarantor may have under, or which at any time hereafter
          may be conferred upon it by, any law or any other regulation limiting its
          liabilities under this Guaranty;
  (iv)  any
          right, *beneficio
          de orden, división* and *excusión* and any
          of the rights provided for in Articles 2813, 2814, 2815, 2816, 2817,
          2818,
          2820, 2821, 2822, 2823, 2836, 2842, 2845, 2846, 2847, 2848, 2849 *et
          al* of the
          Federal Civil Code and the corresponding provisions of the Civil Code for
          the
          Federal District of Mexico and of the
  8
  civil
          codes for all the states of Mexico, which are not reproduced herein inasmuch
          as
          the Guarantor hereby represents to be familiar with the contents thereof,
          as
          well as all other rights and defenses the assertion or exercise of which
          would
          in any way diminish the liability of the undersigned hereunder.
  Without
          limiting the generality of the foregoing, the Guarantor hereby acknowledges
          and
          agrees that it shall not be a third party beneficiary to the Trust Agreement
          or
          any other transaction document executed in connection therewith.
  SECTION
          2.7  Waiver
          of Subrogation and Contribution .
          Until
          the Guaranteed Obligations have been paid in cash indefeasibly in full,
          the
          Guarantor hereby irrevocably waives any claim or other rights which it
          may now
          or hereafter acquire against the Trustee or any other Person that arise
          from the
          existence, payment, performance or enforcement of the Guarantor’s obligations
          under this Guaranty or any other transaction document executed in connection
          therewith, including any right of subrogation, reimbursement, contribution,
          exoneration, or indemnification, any right to participate in any claim
          or remedy
          of the Trustee or any Subordinate Certificate Holder against any Person
          or any
          collateral which the Trustee or any Subordinate Certificate Holder now
          has or
          hereafter acquires, whether or not such claim, remedy or right arises in
          equity,
          or under contract, statute or common law, including the right to take or
          receive
          from the Trustee or any other Person, directly or indirectly, in cash or
          other
          property or by set-off or in any manner, payment or security on account
          of such
          claim or other rights. If any amount shall be paid to the Guarantor in
          violation
          of the preceding sentence and the Guaranteed Obligations shall not have
          been
          paid in cash indefeasibly in full, such amount shall be deemed to have
          been paid
          to the Guarantor for the benefit of, and held in trust for, the Trustee
          and the
          Subordinate Certificate Holders, and shall forthwith be paid to the Trustee
          for
          the account of the Trustee and the Subordinate Certificate Holders to be
          credited and applied upon the Guaranteed Obligations, whether matured or
          unmatured. The Guarantor acknowledges that it will receive direct and indirect
          benefits from the financing arrangements contemplated by the Trust Agreement
          and
          that the waiver set forth in this Section is knowingly made in contemplation
          of
          such benefits. If the Guarantor has made payment to the Trustee and the
          Subordinate Certificate Holders of all or any part of the Guaranteed
          Obligations, the Trustee and the Subordinate Certificate Holders agree
          to
          execute and deliver to the Guarantor appropriate documents (without recourse
          and
          without representation and warranty) necessary to evidence the transfer
          by
          subrogation to the Guarantor of an interest in the Guaranteed Obligations
          resulting from such payment by the Guarantor.
  ARTICLE
          III
  REPRESENTATIONS
          AND WARRANTIES
  The
          Guarantor represents and warrants to the Subordinate Certificate Holders
          that:
  SECTION
          3.1  Organization,
          etc .
          The
          Guarantor is duly organized and validly existing under the laws of its
          jurisdiction of formation; and the Guarantor has full corporate power and
          authority to own its property and conduct its business as presently conducted
          by
          it and,
          except where the failure to do so, individually or in the aggregate, could
          not
          reasonably be expected to result in a Material Adverse Effect, is qualified
          to
          do business in, and is in good standing in, every jurisdiction where such
          qualification is required. T he
          Guarantor’s legal representatives have full power and authority to execute this
          Guaranty on its behalf, which authority has not been revoked, limited or
          modified in any manner whatsoever.
  SECTION
          3.2  Authorization;
          No Conflict .
          The
          execution and delivery by the Guarantor of this Guaranty, and the performance
          by
          the Guarantor of its obligations under this Guaranty, are within the corporate
          powers of the Guarantor, have been duly authorized by all necessary corporate
          action on the part of the Guarantor (including any necessary shareholder
          or
          Board action), and do not and will not (a) violate any provision
          of law
          which is binding on the Guarantor, (b) contravene or conflict with,
          or
          result in a breach of, any provision of the organizational documents of
          the
          Guarantor or of any material agreement, indenture, instrument or other
          document,
          or any judgment, order or decree, which is binding on the Guarantor or
          (c) result in, or require, the creation or imposition of any lien
          on any
          property of the Guarantor.
  SECTION
          3.3  Validity
          and Binding Nature .
          This
          Guaranty is the legal, valid and binding obligation of the Guarantor,
          enforceable against the Guarantor in accordance with its terms, except
          that
          enforceability may be limited by bankruptcy, insolvency, *concurso
          mercantil* ,
          fraudulent conveyance, fraudulent transfer, reorganization, moratorium
          or other
          similar laws now or hereafter in effect relating to creditors’ rights generally
          and by general principles of equity (regardless of whether enforcement
          is sought
          in equity or at law).
  SECTION
          3.4  Benefit
          to Guarantor .
          The
          Guarantor’s guarantee pursuant to this Guaranty reasonably may be expected to
          benefit, directly or indirectly, the Guarantor and that such guarantee
          and other
          obligations are necessary and convenient to the conduct, promotion and
          attainment of the business of the Guarantor.
  SECTION
          3.5  Governmental
          Approvals .
          No
          Governmental Approval or consent or approval of any other Person is required
          to
          authorize, or is required in connection with (i) the execution,
          delivery
          and performance by the Guarantor of this Guaranty, or (ii) the legality,
          validity, binding effect or enforceability against the Guarantor of this
          Guaranty.
  SECTION
          3.6  Litigation .
          There
          is no litigation, action, suit, investigation, claim or proceeding pending
          or,
          to the knowledge of the Guarantor, threatened with respect to this Guaranty
          or
          the transactions contemplated hereby.
  SECTION
          3.7  Notwithstanding
          the fact that the Certificados Subordinados are subordinated to the *Certificados
          Bursátiles Preferentes* ,
          no
          payment under this Guaranty is subject to redistribution to the holders
          of the *Certificados
          Bursátiles Preferentes* .
   9
   ARTICLE
            IV
  AFFIRMATIVE
            AND NEGATIVE COVENANTS
  The
            Guarantor covenants and agrees that on and after the date hereof and
            until the
            Guaranteed Obligations are paid in full:
  SECTION
              4.1  Information
              Covenants.
  Guarantor
              will furnish or cause to be furnished to the Trustee for distribution
              to each
              Subordinate Certificate Holder:
  (a)  Annual
              Financial Statements .
              As soon
              as available, but, in any event, within 120 days after the close
              of each
              fiscal year of Guarantor, the consolidated balance sheet of the Guarantor
              and
              its Consolidated Subsidiaries for such fiscal year, together with the
              related
              consolidated statements of income and retained earnings and statements
              of
              changes in financial position for such fiscal year certified by independent
              public accountants of recognized international standing selected by
              the
              Guarantor, and in each case pursuant to an unqualified opinion of such
              independent public accountants, which audit was conducted in accordance
              with
              GAAP consistently applied.
  (b)  Quarterly
              Financial Statements .
              As soon
              as available, but, in any event, within 60 days after the close
              of each
              quarterly accounting period in each fiscal year of the Guarantor, a
              copy of the
              unaudited balance sheet of the Guarantor and its Consolidated Subsidiaries
              for
              such period, together with the related statements of income and retained
              earnings and statements of changes in financial position for such quarterly
              period, certified by the principal executive officer, the principal
              financial
              officer or another authorized executive officer of the Guarantor, who
              in such
              capacity has actual knowledge of the matters to which he or she is
              certifying,
              as prepared in accordance with GAAP consistently applied, subject to
              normal
              recurring year-end adjustments and the absence of certain footnotes
              to such
              financial statements.
 (c)  Officer’s
                Certificates .
                As soon
                as available, but in any event, within 45 days after the close
                of each
                quarterly accounting period in each fiscal year of the Guarantor,
                a certificate
                signed by an executive officer of the Guarantor to the effect that,
                to the best
                of such officer’s knowledge, there has not occurred any of the events described
                in the *Acuerdo
                Tercero (Y) Cuenta de la Garantía* of the *Sesión
                del Comité Técnico Inicial* dated
                March 29, 2005.
  SECTION
                  4.1  Books,
                  Records and Inspections; Accounting Matters; Provision of Certain
                  Financial
                  Statements .
                  The
                  Guarantor shall, and shall cause each of its Subsidiaries to, keep
                  proper books
                  of record and account adequate to reflect truly and fairly the
                  financial
                  condition and results of operations of the Guarantor and its Subsidiaries
                  and in
                  which full, true and correct entries in conformity with GAAP consistently
                  applied and all requirements of law shall be made of all dealings
                  and
   10
  transactions
                  in relation to its business and activities. At any time when securities
                  of the
                  Guarantor or any of its Subsidiaries are held by the public, promptly
                  upon the
                  delivery or filing thereof, the Guarantor shall deliver to the
                  Trustee a copy of
                  all reports and registration statements that such Guarantor or
                  such Subsidiary
                  files with the Securities and Exchange Commission of the United
                  States of
                  America or the Comision Nacional Bancaria y de Valores or any Mexican
                  or other
                  securities authority or exchange.
  SECTION
                  4.3  Modification
                  of Certain Agreements .
                  The
                  Guarantor will not amend or modify, or permit the amendment or
                  modification of
                  this Guaranty without the prior written consent of the majority
                  of the
                  Subordinate Certificate Holders.
  ARTICLE
                  II
  MISCELLANEOUS
                  PROVISIONS
  SECTION
                  5.1  Binding
                  on Successors, Transferees and Assigns; Assignment of Guaranty .
                  This
                  Guaranty shall be binding upon the Guarantor and its successors,
                  transferees and
                  assigns, and all references herein to the Guarantor, shall be deemed
                  to include
                  any of its successor or successors, whether intermediate or remote; provided , however ,
                  that
                  the Guarantor shall not have the right to assign any of its obligations
                  hereunder without the prior written consent of the Trustee and
                  a majority of the
                  Subordinate Certificate Holders. Any Subordinate Certificate Holders
                  may from
                  time to time, without notice to the Guarantor, assign or transfer
                  any or all of
                  the Guaranteed Obligations or any interest therein; and, notwithstanding
                  any
                  such assignment or transfer or any subsequent assignment or transfer
                  thereof,
                  such Guaranteed Obligations shall be and remain Guaranteed Obligations
                  for the
                  purpose of this Guaranty, and each and every immediate and successive
                  assignee
                  or transferee of any of the Guaranteed Obligations or of any interest
                  therein
                  shall, to the extent of the interest of such assignee or transferee
                  in the
                  Guaranteed Obligations, be entitled to the benefits of this Guaranty
                  and shall
                  be protected to the same extent as if such assignee or transferee
                  were a
                  Subordinate Certificate Holder as of the date hereof.
  SECTION
                  5.2  Amendments,
                  etc .
                  All
                  amendments to or waivers of any provision of this Guaranty, and
                  all consents to
                  any departure by the Guarantor herefrom, shall comply in all respects
                  with
                  Cláusula 21 of the Trust Agreement, which is incorporated herein
                  by
                  reference, mutatis  mutandis ,
                  as if
                  such terms were set forth in this Guaranty in full.
  SECTION
                  5.3  Addresses
                  for Notices to the Guarantors .
                  All
                  notices hereunder to the Guarantor shall be in writing (including
                  via facsimile)
                  and shall be sent to it at the address or facsimile number set
                  forth below its
                  signature hereto or at such other address or facsimile number as
                  may be
                  designated by the Guarantor in a written notice received by the
                  Trustee and the
                  Subordinate Certificate Holders. Notices sent by facsimile transmission
                  shall be
                  effective when received; notices sent by mail (including by
                  courier)
   11
  shall
                  be
                  deemed to have been given or made when delivered; and notices sent
                  by hand
                  delivery shall be deemed to have been received when received.
  SECTION
                  5.4  No
                  Waiver; Remedies .
                  In
                  addition to, and not in limitation of, Section 2.3 , Section 2.5 ,
                  and Section 2.7 ,
                  no
                  failure on the part of the Trustee or any Subordinate Certificate
                  Holder to
                  exercise, and no delay in exercising, any right hereunder shall
                  operate as a
                  waiver thereof; nor shall any single or partial exercise of any
                  right hereunder
                  preclude any other or further exercise thereof or the exercise
                  of any other
                  right. The remedies herein provided are cumulative and not exclusive
                  of any
                  remedies provided by law. Pursuant to the Trust Agreement, this
                  Guaranty
                  has been delivered to the Trustee and (b) the Trustee has
                  been authorized
                  to enforce this Guaranty on behalf itself and of each of the Subordinate
                  Certificate Holders. All payments by the Guarantor pursuant to
                  this Guaranty
                  shall be made to the Subordinate Certificate Holder and applied
                  according to the
                  terms of the *Certificados
                  Subordinados* .
  SECTION
                  5.5  Section
                  Captions .
                  Section
                  captions used in this Guaranty are for convenience of reference
                  only, and shall
                  not affect the construction of this Guaranty.
  SECTION
                  5.6  Fees
                  and Expenses .
                  The
                  Guarantor further agrees to pay all reasonable expenses (including
                  reasonable
                  attorneys’ fees and legal expenses from time to time invoiced) paid or incurred
                  by the Trustee or any Subordinate Certificate Holder in endeavoring
                  to collect
                  the Guaranteed Obligations pursuant to this Guaranty, or any part
                  thereof, and
                  in enforcing this Guaranty against the Guarantor or its successors
                  or
                  assigns.
  SECTION
                  5.7  Severability .
                  Wherever possible each provision of this Guaranty shall be interpreted
                  in such
                  manner as to be effective and valid under applicable law, but if
                  any provision
                  of this Guaranty shall be prohibited by or invalid under such law,
                  such
                  provision shall be ineffective to the extent of such prohibition
                  or invalidity,
                  without invalidating the remainder of such provision or the remaining
                  provisions
                  of this Guaranty.
  SECTION
                  5.8  Governing
                  Law, Entire Agreement, Counterparts, etc . **THIS
                  GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
                  THE LAWS OF THE
                  STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES
                  (OTHER THAN
                  SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW** ), unless
                  proceedings are brought in Mexico, in which case the law of Mexico
                  shall
                  govern. This
                  Guaranty and the other Transaction Documents constitute the entire
                  understanding
                  among the parties hereto with respect to the subject matter hereof
                  and thereof
                  and supersede any prior agreements, written or oral, with respect
                  thereto. This
                  Guaranty may be executed in any number of counterparts and by the
                  different
                  parties hereto on separate counterparts, and each such counterpart
                  shall be
                  deemed to be an original, but all such counterparts shall together
                  constitute
                  one and the same Guaranty. At any time after the date of this Guaranty,
                  one or
                  more additional persons or entities may become parties hereto by
                  executing and
                  delivering to the Subordinate Certificate Holders a counterpart
                  of this
                  Guaranty. Immediately upon such execution and delivery (and without
                  any further
                  action), each such additional person or entity will become a party
                  to, and will
                  be bound by all the terms of, this Guaranty.
  12
   SECTION
              5.9  Forum
              Selection And Consent To Jurisdiction . **ANY
              LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
              WITH, THIS
              GUARANTY MAY BE BROUGHT AND MAINTAINED ONLY IN** **THE
              SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK
              COUNTY** **,
              OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW
              YORK** **OR IN ANY COMPETENT FEDERAL OR LOCAL COURT LOCATED IN THE FEDERAL DISTRICT,
              UNITED MEXICAN STATES, OR IN ANY COMPETENT COURTS OF THE CORPORATE
              DOMICILE OF
              THE GUARANTOR,** **AND
              ANY APPELLATE COURT FROM ANY THEREOF.** **.
              THE GUARANTOR AND, BY ACCEPTING THE BENEFITS OF THIS GUARANTY, EACH
              OF THE
              SUBORDINATE CERTIFICATE HOLDERS HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
              TO THE
              JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH LITIGATION
              AS SET FORTH
              ABOVE. THE GUARANTOR AND, BY ACCEPTING THE BENEFITS OF THIS GUARANTY,
              EACH OF
              THE SUBORDINATE CERTIFICATE HOLDERS HEREBY EXPRESSLY AND IRREVOCABLY
              WAIVES, TO
              THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
              OR HEREAFTER
              HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
              COURT
              REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT
              IN AN
              INCONVENIENT FORUM** .
              The
              Guarantor hereby irrevocably appoints CT Corporation System (the “ Process
              Agent ”),
              with
              offices at the date hereof at 111 Eighth Avenue, New York, New
              York 10011,
              United States, as its agent to receive on behalf of the Guarantor and
              its
              property service of copies of the summons and complaint and any other
              process
              which may be served in any such action or proceeding. Such service
              may be made
              by mailing or delivering a copy of such process to the Guarantor in
              care of the
              Process Agent at the Process Agent’s address, and the Guarantor hereby
              irrevocably authorizes and directs the Process Agent to accept such
              service on
              its behalf. As an alternative method of service, the Guarantor irrevocably
              consents to the service of any and all process in any such action or
              proceeding
              by the mailing of copies of such process to the Guarantor in the manner
              set
              forth in Section 6.3 hereof. For purposes of the foregoing,
              the Guarantor
              shall grant a general power of attorney for lawsuits and collections
              to the
              Process Agent in accordance with the first paragraph of section 2,554
              of the
              Civil Code for the Federal District of Mexico ( *Código
              Civil para el Distrito Federal* )
              and its
              correlative sections of the Federal Civil Code of Mexico ( *Código
              Civil Federal* )
              and the
              Civil Codes of the States of Mexico before a Mexican Notary Public
              to the
              satisfaction of the Subordinate Certificate Holders.
  SECTION
              5.10  Waiver
              of Jury Trial . **THE
              GUARANTOR AND, BY ACCEPTING THE BENEFITS HEREOF, EACH SUBORDINATE CERTIFICATE
              HOLDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY
              RIGHTS IT MAY
              HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
              OR ARISING
              OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTY AND ANY AMENDMENT,
              INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE
              BE
              DELIVERED IN CONNECTION**
   13
  **HEREWITH,
              AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE
              A COURT AND
              NOT A JURY** .
  SECTION
                5.11  Payments
                Free and Clear of Taxes .
                All
                payments to be made by the Guarantor hereunder shall be made free
                and clear of,
                and without deduction for or on account of, any present or future
                taxes,
                value-added taxes, levies, imposts, duties, fees, assessments or
                other charges
                of whatever nature now or hereafter imposed (in all cases excluding
                income
                taxes) and all interest, penalties or similar liabilities with respect
                thereto
                (collectively, “ Additional
                Costs ”); provided , however ,
                that
                anything herein contained to the contrary notwithstanding, the Guarantor
                shall
                not be required to pay withholding taxes in excess of the amount
                of withholding
                taxes that would be payable by a financial institution that is both
                (i) a
                resident of a country with which Mexico has entered into a treaty
                for the
                avoidance of double taxation which is in effect in such country and
                (ii) registered with the Ministry of Finance and Public Credit
                of Mexico
                (the “ SHCP ”)
                for
                purposes of Article 195(I) of the Mexican Income Tax Law (or
                any successor
                provision). If any Additional Costs are required by Law to be deducted
                or
                withheld from, or in respect of, any sum payable hereunder, the Guarantor
                agrees
                to pay, subject to the proviso in the immediately foregoing sentence,
                the full
                amount of such Additional Costs and such other additional amounts
                as may be
                necessary so that every payment of all amounts due hereunder, after
                withholding
                or deduction for or on account of any Additional Costs, will not
                be less than
                the amount provided for herein. Subject to the proviso in the first
                sentence of
                this Section 6.11 ,
                the
                Guarantor will furnish to the Subordinate Certificate Holders, within
                sixty
                (60) days after the date the payment of any Additional Costs
                is due
                pursuant to applicable law, copies of tax forms evidencing such payment
                by the
                Guarantor, duly stamped by or on behalf of the SHCP or any other
                applicable
                Government Agency. Subject to the proviso in the first sentence of
                this Section 6.11 ,
                the
                Guarantor will indemnify and hold harmless any Subordinate Certificate
                Holder
                and reimburse such Subordinate Certificate Holder promptly upon its
                written
                request, for the amount of any Additional Costs or other taxes described
                above
                which are levied or imposed on and paid by any Subordinate Certificate
                Holder.
  SECTION
                1.2  Judgment .
                The
                obligations of the Guarantor, in respect of any sum due to any Subordinate
                Certificate Holder hereunder shall, notwithstanding any judgment
                in a currency
                (the “ Judgment
                Currency ”)
                other
                than the currency in which such sum was originally denominated (the
                “ Original
                Currency ”),
                be
                discharged only to the extent that following receipt by such Subordinate
                Certificate Holder of any sum adjudged to be so due in the Judgment
                Currency,
                such Subordinate Certificate Holder, in accordance with normal banking
                procedures, could purchase the Original Currency with the Judgment
                Currency. If
                the amount of Original Currency so purchased is less than the sum
                originally due
                to such Subordinate Certificate Holder, the Guarantor agrees, as
                a separate
                obligation and notwithstanding any such judgment, to indemnify such
                Subordinate
                Certificate Holder against such loss, and if the amount of Original
                Currency so
                purchased exceeds the sum originally due to the Subordinate Certificate
                Holders,
                such Subordinate Certificate Holder agrees to remit such excess to
                the
                Guarantor.
  [SIGNATURE
                PAGE FOLLOWS]
   14




IN
        WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly executed
        and
        delivered by its officer thereunto duly authorized as of the date first above
        written.
  
 VITRO,
                  S.A. DE C.V.,By
              ByName:Claudio
                  del Valle
              
              Name:Álvaro
                  RodríguezTitle:Attorney-in-Fact
              
              Title:Attorney-in-FactAddress
                  and Fax Number for Notices:
                Ricardo
                  Margain No. 400
                Colonia
                  Valle del Campestre
                San
                  Pedro Garza García, NL 66265, México
                Fax:
                  +52 81 8863 1290








15




Agreed
      and Accepted:




**COOPERATIEVE
      CENTRALE**


**RAIFFEISEN-BOERENLEENBANK
      B.A.,**


**"RABOBANK
      INTERNATIONAL",**


**NEW
      YORK BRANCH**




By:
                ______________________________Name:Title:




By:
              ______________________________Name:Title:






16