EXHIBIT
        4.27
  PURCHASE
        AGREEMENT dated as of March 31, 2005, (the “ Agreement ”),
        among
        ABN AMRO
        BANK (MEXICO), S.A., Institución de Banca Múltiple ,
        Division Fiduciara, not in its individual capacity but solely as trustee
        (the
“ Trustee ”)
        of,
        and in satisfaction of the purposes of, the irrevocable administration, issuance
        and payment trust (the “ Trust ”
        or the
“ Issuer ”)
        created pursuant to the Trust Agreement referred to below, COMPAÑÍA VIDRIERA,
        S.A.
        DE C.V., a corporation organized under the laws of the United Mexican States
        (“ Covisa ”),
        INDUSTRIA DEL ÁLCALI, S.A. DE C.V., a corporation organized under the laws of
        the United Mexican States (“ Álcali ”),
        COMERCIALIZADORA ÁLCALI, S. DE R.L. DE C.V., a limited liability company
        organized under the laws of the United Mexican States (“Comercializadora”), and
        Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. “Rabobank International”,
        New York Branch, 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 (the “ Purchaser ”).
  WHEREAS,
        Covisa, Álcali and Comercializadora, as settlors (individually, a “ Settlor ”
        and
        collectively, the “ Settlors ”),
        the
        Trustee and Banco
        Invex, S.A., Institución de Banca Múltiple, Invex Grupo Financiero, as common
        representative (the “ Common
        Representative ”),
        have
        entered into an Irrevocable Administration, Issuance and Payment Trust Agreement
        ( *Contrato
        de Fideicomiso Irrevocable de Emisión, Administración*  *y
        Pago* )
        dated
        as of March 23 **,** 2005
        (the
“ Trust
        Agreement ”),
        providing for the establishment of the Trust;
  WHEREAS, the
        assets of th e Trust
        will include, among other things, a pool of rec eivables
        (the “ Receivables ”)
        generated from time to time by the
        Settlors and sold to the Trust pursuant
        to the Assignment Agreement ( *Contrato
        de Cesion de Derechos al Cobro* )
        dated
        as of March
        23,
        2005 (the “ Assignment
        Agreement ”),
        among
        the Settlors and the Trustee;
  WHEREAS,
        pursuant to the Trust Agreement, the Trust will issue $19,000,000.00 Dollars
        (nineteen million Dollars 00/100, currency of the United States of America) principal
        amount of its ten point seventy five per cent ( 10.75 %)
        Subordinated Certificates ( *Certificados
        Subordinados* ) (the
“ Certificates ”),
        each
        of which Certificates will constitute a Trust payment obligation, backed
        by the
        Trust's ownership interest in the Receivables and the other assets of the Trust (the
        Receivables and such other assets, the “ Trust
        Assets ”);
        and
  WHEREAS,
        the Issuer wishes to sell to the Purchaser, and the Purchaser wishes to buy
        from
        the Issuer, the Certificates on the terms and subject to the conditions
        hereinafter set forth:
  NOW,
        THEREFORE, in consideration of the premises and the mutual covenants herein
        contained, the parties hereby agree as follows:
  
  
 ARTICLE
        1
  Definitions
  SECTION
        1.1  Certain
        Terms. The
        following terms when used in this Agreement, including its preamble and
        recitals, shall have the following meanings (such definitions to be equally
        applicable to the singular and plural forms thereof):
  “ Basic
        Documents ”
        shall
        mean the Trust Agreement, the Assignment Agreement, this Agreement, the *Acta
        de Emisión* (as such
        term is defined in the Trust Agreement) and the Guaranty Agreement,
        collectively.
  SECTION
        1.2  The
        Trustee. All
        references herein to the Trustee shall mean the Trustee acting to satisfy
        the
        purposes of the Trust.
  ARTICLE
        2
  The
        Certificates
  SECTION
        2.1  Sale
        and Delivery of the Certificates.  (a) On
        the
        basis of the representations and warranties and subject to the terms and
        conditions set forth herein and in the Trust Agreement, the Issuer agrees
        that
        it will sell to the Purchaser, and the Purchaser agrees that it will purchase
        from the Issuer, on the Closing Date (as defined in Section 2.2), the
        Certificates, which on the Closing Date shall represent an aggregate principal
        amount of $19,000,000.00 Dollars (nineteen million Dollars 00/100, currency
        of
        the United States of America). On the Closing Date, the Issuer shall deliver
        to
        the Purchaser the Certificates, duly executed by one or more officers of
        the
        Trustee authorized to act on behalf of the Trust ( *delegados
        fiduciarios* ),
        and
        registered in the name of the Purchaser or its nominee.
  (b)  As
        payment in full for the Certificates, on the Closing Date, the Purchaser
        shall
        deliver to or upon the order of the Trustee, by wire transfer of immediately
        available funds, $19,000,000.00 Dollars (nineteen million Dollars 00/100,
        currency of the United States of America) (the “ Purchase
        Price ”).
        It is
        understood and agreed that the Trustee shall deliver the Certificates to
        the
        Purchaser simultaneously with the delivery to the Trustee of the Purchase
        Price.
  SECTION
        2.2  Closing
        Date. The
        purchase and sale of the Securities will take place at a closing to be held
        at
        the offices of Cravath, Swaine & Moore, LLP, 825 Eighth Avenue, New York,
        New York 10019; at 11:00am on March 31, 2005 (the “ Closing
        Date ”).
   ARTICLE
        3
  Representations
        and Warranties of the
        Issuer
  The
        Trustee, acting to satisfy the purposes of the Trust, hereby affirms each
        of its
        representations, warranties and covenants set forth in the other
        Basic
    2
  Documents
        for the benefit of the Purchaser, as though each such representation, warranty
        and covenant were set forth herein; *provided
        that* ,
        the
        remedy for breach of any such representation, warranty or covenant shall
        be the
        remedy set forth in the relevant Basic Document, but shall be enforceable
        directly by the Purchaser against the Trustee, acting to satisfy the purposes
        of
        the Trust. The Trustee, acting to satisfy the purposes of the Trust, further
        represents and warrants to, and agrees with, the Purchaser as
        follows:
  (a)  The
        Issuer is an irrevocable administration, issuance and payment trust *(fideicomiso)* that
        has
        been duly established under the laws of the United Mexican States. The Trustee
        is a banking institution that has been duly established and is validly existing
        under the laws of the United Mexican States, has all requisite power and
        authority to enter into the Trust Agreement, to act as trustee thereunder
        and to
        perform and observe the provisions of the Trust Agreement to be performed
        and
        observed by it as trustee thereunder. The Trust Agreement has been duly
        authorized, executed and delivered by the Trustee, and, assuming due
        authorization, execution and delivery by the Settlors and the Common
        Representative, constitutes a valid and legally binding obligation of the
        Trustee, enforceable against the Trustee in accordance with its terms, subject
        to applicable bankruptcy, insolvency, reorganization, moratorium and other
        similar laws relating to or affecting creditors’ rights generally, and the
        Trustee, acting to satisfy the purposes of the Trust, has all requisite power
        and authority and all necessary consents, approvals, authorizations, orders,
        registrations, qualifications, licenses and permits of and from all public,
        regulatory or governmental agencies and bodies to establish the Trust and
        to
        own, lease and operate the Trust’s properties and conduct the Trust’s business
        as now being conducted, is duly qualified to hold the Trust Assets and to
        enter
        into and deliver each of the Basic Documents and this Agreement, and to perform
        its obligations hereunder and thereunder.
  (b)  On
        the
        Closing Date, the Issuer will have duly authorized by all necessary action
        the
        execution, delivery and performance of each Basic Document to which it is
        a
        party, each other document required to be delivered pursuant hereto and thereto
        and the consummation of the transactions provided for herein and therein.
        The
        Issuer has duly executed and delivered each Basic Document to which it is
        a
        party. Each such Basic Document constitutes a legal, valid, and binding
        obligation of the Issuer, enforceable against the Issuer in accordance with
        its
        terms, except as such enforceability may be limited by applicable bankruptcy,
        insolvency, reorganization, moratorium and other similar laws now or hereafter
        in effect affecting the enforcement of creditors’ rights generally.


(c)  The
        Trustee (i) is not in violation of the Trust Agreement, (ii) in its
        capacity as Trustee is not a party to nor bound by, nor are the Trust Assets
        subject to, any agreement, indenture, mortgage, deed of trust, loan agreement
        or
        instrument other than the Trust Agreement, the Assignment Agreement and any
        other agreement contemplated under the Trust Agreement to be entered into
        by the
        Trustee in furtherance of the purpose of the Trust and the Basic Documents
        and
        is not in default, and no event has occurred which, with notice or lapse
        of time
        or both, would constitute such a default, in the due performance or observance
        of any term, covenant or condition contained in the Trust Agreement or in
        any
        Basic Document and (iii) is not in violation of any law,
        ordinance,
   3
  governmental
        rule, regulation or court decree to which the Trust or the Trust Assets is
        subject.
  (d)  All
        material approvals, authorizations, consents, orders and other actions of
        any
        Person, any governmental body or official and any third party required in
        connection with the execution and delivery by the Issuer of the Basic Documents
        and the Trust Agreement, the performance by the Issuer of the transactions
        contemplated hereby and thereby and the fulfillment by the Issuer of the
        terms
        hereof and thereof have been obtained, including, without limitation, the
        approval of Banco de México., except for (i) the registration of the
        Certificates with the Special Section of the National Registry of Securities
        maintained by the Mexican National Banking and Securities Commission (the
        “ CNBV ”)
        (which
        approval has been obtained, subject to filing any necessary documents) and
        (ii) the delivery by the Issuer to the Secretaría de Hacienda y Crédito
        Público (the Ministry of Finance and Public Credit; the “ Ministry ”)
        of
        certain information so that withholding taxes in respect of the Certificates
        may
        be reduced to 4.9% for the period prescribed by applicable Mexican law.
  (e)  The
        Certificates have been duly authorized by the Issuer and, when duly executed,
        authenticated, issued and delivered in accordance with the Trust Agreement
        and
        paid for in accordance with the terms hereof, will constitute legal, valid
        and
        binding obligations of the Issuer, enforceable against the Issuer in accordance
        with their terms.
  (f)  The
        execution, delivery and performance of the Basic Documents, the issue, sale
        and
        delivery of the Certificates and the consummation of the other transactions
        contemplated by the Basic Documents (and compliance with the terms thereof)
        do
        not and will not conflict with or result in a breach of any of the terms
        or
        provisions of any law applicable to the Issuer or any of the terms or provisions
        of any law applicable to the Issuer or any of the terms or provisions of,
        or
        constitute (with or without notice or lapse of time or both) a default under,
        any governing documents of the Issuer.
  (g)  Except
        for withholding taxes payable in connection with interest payments in respect
        of
        the Certificates, there is no tax, duty, levy, impost, deduction, charge
        or
        withholding imposed by Mexico or any political subdivision or taxing authority
        thereof or therein by virtue of the issuance, execution, delivery, performance
        or enforcement of any of the Basic Documents or of any other document to
        be
        furnished thereunder, other than fees for registration of the Trust Agreement
        and the Assignment Agreement in the Public Registry of Commerce.
  (h)  Each
        of
        the Basic Documents to which the Issuer is a party is in proper legal form
        for
        the enforcement thereof against the Trustee, as trustee under the Trust,
        in the
        United Mexican States; *provided* that,
        any legal proceedings in Mexican courts would be based upon a Spanish
        translation of any Basic Documents executed in English, which translation
        would
        be prepared by a court-approved translator and approved by the court after
        the
        defendant had been given an opportunity to be heard with respect to the accuracy
        of the translation.
  4
   (i)  It
        is not
        necessary under the laws of Mexico that any of the holders of the Certificates
        be licensed, qualified or entitled to carry on business in Mexico by reason
        of
        execution, delivery, performance or enforcement of any of the Basic
        Documents.
  (j)  The
        Issuer is not required to be registered under the U.S. Investment Company
        Act of
        1940, as amended.
  (k)  The
        Trust
        Assets as of the Closing Date will be held by the Trustee (on behalf of the
        Trust) free and clear of all liens, security interests, charges, encumbrances,
        defects and claims, except as expressly permitted by the Basic
        Documents.
  (l)  Neither
        the Issuer nor the Trustee nor any of its properties or assets has any immunity
        from the jurisdiction of any court or from any legal process (whether through
        service or notice, attachment prior to judgment, attachment in aid of execution,
        execution or otherwise).
  (m)  The
        Issuer shall obtain, make and keep in full force and effect all authorizations
        from and registrations with governmental authorities that may be required
        for
        the issuance, validity or enforceability against the Issuer of the Basic
        Documents.
  (n)  The
        Trust
        is not subject to tax (including without limitation, income and asset tax
        and
        except for value-added taxes imposed on the relevant obligor under the
        Receivables) imposed by Mexico or any political subdivision or taxing
        jurisdiction thereof.
  (o)  The
        Issuer shall, as soon as practicable, complete registration of the Securities
        with the Special Section of the National Registry of Securities maintained
        by
        CNBV.
  ARTICLE
        4
  Representations
        and Warranties of the Settlors
  Each
        of
        the Settlors hereby affirms each of its representations, warranties and
        covenants set forth in the other Basic Documents for the benefit of the
        Purchaser, as though each such representation, warranty and covenant were
        set
        forth herein; *provided
        that* ,
        the
        remedy for breach of any such representation, warranty or covenant shall
        be the
        remedy set forth in the relevant Basic Document, but shall be enforceable
        directly by the Purchaser against the Settlors. Each of the Settlors further
        represents and warrants to, and agrees with, the Purchaser as
        follows:
  (a)  On
        the
        Closing Date, each of the Settlors will have duly authorized by all necessary
        action the execution, delivery, and performance of each Basic Document to
        which
        it is a party, each other document required to be delivered by it pursuant
        thereto and the consummation of the transactions provided for herein and
        therein.
   5
   (b)  Each
        of
        the Settlors has the power and authority to enter into each of the Basic
        Documents to which it is a party.
  (c)  Each
        of
        the Settlors has duly executed and delivered each Basic Document to which
        it is
        a party. Each such Basic Document constitutes a legal, valid, and binding
        obligation of such party, enforceability against such party in accordance
        with
        its terms, except as such enforceability may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium and other similar laws
        now or
        hereafter in effect affecting the enforcement of creditors’ rights
        generally.
  (d)  There
        are
        no proceedings or investigations pending or, to the best knowledge of the
        Settlors, threatened against the Issuer or the Settlors, before any court,
        regulatory body, administrative agency, or other tribunal or governmental
        instrumentality (A) asserting the invalidity of any of the Basic Documents,
        (B) seeking to prevent the issuance of the Certificates or the consummation
        of any of the transactions contemplated hereby, (C) seeking any
        determination or ruling that, in the reasonable judgment of the Settlors,
        would
        materially and adversely affect the performance by the Issuer or any of the
        Settlors of its obligations under the Basic Documents, (D) seeking
        any
        determination or ruling that would materially and adversely affect the validity
        or enforceability of any of the Basic Documents or the Certificates or
        (E) seeking to affect adversely the income tax or franchise tax attributes
        of the Trust under Mexican federal or state income or franchise tax
        systems.
  (e)  The
        Trust
        Assets are not subject to, any agreement, indenture, mortgage, deed of trust,
        loan agreement or instrument other than the Trust Agreement and any other
        agreement contemplated under the Trust Agreement to be entered into by the
        Trustee in furtherance of the purposes of the Trust and the Basic Documents
        and
        is not in default, and no event has occurred which, with notice or lapse
        of time
        or both, would constitute such a default, in the due performance or observance
        of any term, covenant or condition contained in the Trust Agreement or in
        any
        Basic Document.
  (f)  All
        material approvals, authorizations, consents, orders or other actions of
        any
        person or of any governmental body or official required in connection with
        the
        execution and delivery by the Settlors of this Agreement and the other Basic
        Documents, the performance by the Settlors of this Agreement and the other
        Basic
        Documents, the performance by the Issuer and the Settlors of the transactions
        contemplated hereby and thereby, the fulfillment by the Settlors of the terms
        hereof and thereof have been obtained, including, without limitation, the
        approval of Banco de México., except for (i) the Registration of the
        Certificates with the Special Section of the National Registry of Securities
        maintained by the CNBV (which approval has been obtained, subject to filing
        any
        necessary documents) and (ii) the delivery by the Issuer to the Ministry
        of
        certain information so that withholding taxes in respect of the Securities
        may
        be reduced to 4.9% for the period prescribed by applicable Mexican
        law.
  (g)  Each
        of
        the Settlors has been duly organized and is validly existing under the laws
        of
        Mexico, with all requisite power and authority to own its properties, to
        conduct
        its business and to perform its obligations under the Basic
        Documents.
  6
   (h)  The
        Certificates have been duly authorized by the Issuer and, when duly executed,
        authenticated, issued and delivered in accordance with the Trust Agreement
        and
        paid for in accordance with the terms hereof, will constitute legal, valid
        and
        binding obligations of the Issuer; enforceable against the Issuer in accordance
        with their terms.
  (i)  None
        of
        the Settlors is in violation of its governing documents or in default in
        any
        material respect in the performance or observance of any obligation, agreement,
        covenant or condition contained in any contract, indenture, mortgage, loan
        agreement, note or any other agreement or instrument to which it is a party
        or
        by which it may be bound or to which any of its material properties or assets
        may be subject.
  (j)  The
        execution, delivery and performance of the Basic Documents, the issue, sale
        and
        delivery of the Certificates and the consummation of other transactions
        contemplated by the Basic Documents (and compliance with the terms thereof)
        do
        not and will not conflict with or result in a breach of any of the terms
        or
        provisions of any law applicable the Settlors or any of the terms or provisions
        of, or constitute (with or without notice or lapse of time or both) a default
        under, the governing documents the Settlors, or any indenture, trust deed,
        mortgage or other agreement or instrument to which any of the Settlors is
        a
        party or by which any of them may be bound or to which any of them or any
        of
        their respective material properties or assets may be subject or contravene
        any
        applicable law, rule, regulation, judgment, order or decree of any government,
        governmental body or agency or court, domestic or foreign, having jurisdiction
        over any of the Settlors or any of their respective material properties or
        assets, except for such conflicts or breaches which, individually or in the
        aggregate, would not have a material adverse affect on the business, operations,
        properties, financial condition, results of operations or prospects of the
        Settlors, taken as a whole.
  (k)  Neither
        the Settlors nor any of their respective properties or assets has any immunity
        from the jurisdiction of any court or from any legal process (whether through
        service or notice, attachment prior to judgment, attachment in aid of execution,
        execution or otherwise).
  (l)  Except
        for withholding taxes payable in connection with interest payments in respect
        of
        the Certificates and for payment of fees hereunder, there is no tax, duty,
        levy,
        impost, deduction, charge or withholding imposed by Mexico or any political
        subdivision or taxing authority thereof or therein by virtue of the issuance,
        execution, delivery, performance or enforcement or any of the Basic Documents
        or
        of any other document to be furnished thereunder, other than fees for
        registration of the Trust Agreement and the Assignment Agreement in the Public
        Registry of Commerce.
  (m)  Each
        of
        the Basic Documents to which any of the Settlors is a party is in proper
        legal
        form for the enforcement thereof against the Settlors in the United Mexican
        States; *provided* that,
        any legal proceedings in Mexican courts would be based upon a Spanish
        translation of any Basic Documents executed in English, which translation
        would
        be prepared by a court-approved translator and approved by the
        court
   7
   after
        the
        defendant had been given an opportunity to be heard with respect to the accuracy
        of the translation.
  (n)  It
        is not
        necessary under the laws of Mexico for any of the holders of the Certificates
        to
        be licensed, qualified or entitled to carry on business in Mexico by reason
        of
        the execution, delivery, performance or enforcement of any of the Basic
        Documents.
  (o)  Neither
        the holders of the Certificates nor any paying agent in respect of the
        Certificates will be deemed resident, domiciled, carrying on business or
        subject
        to taxation in Mexico solely by reason of the execution, delivery, performance
        or enforcement of any of the Basic Documents.
  (p)  The
        Trust
        Assets as of the Closing Date will be held by the Trustee (on behalf of the
        Trust) free and clear of all liens, security interests, charges, encumbrances,
        defects and claims, except as expressly permitted by the Basic
        Documents.
  (q)  None
        of
        the Trust Assets is subject to tax (including, without limitation, income
        and
        asset tax and except for value-added taxes imposed on the relevant obligor
        under
        the Receivables) imposed by Mexico or any political subdivision or taxing
        jurisdiction thereof.
  (r)  No
        event
        has occurred which may affect the validity or enforceability of any of the
        Basic
        Documents;
  (s)  Each
        of
        the Settlors acknowledges and agrees that the terms of this Agreement and
        the
        Trust Agreement are the basis for the execution by the Purchaser of this
        Agreement and for the purchase of the Certificates.
  (t)  None
        of
        the Settlors is in violation of any statute, regulation, directive, resolution,
        decree or judgment, which violation could have a material adverse effect
        on such
        Settlor or its financial condition.
  (u)  None
        of
        the Settlors has knowledge of any materially adverse circumstance that may
        affect its financial condition, or the validity, effectiveness or enforceability
        of this Agreement or any other Basic Document.
  ARTICLE
        5
  Representations
        and
        Warranties of the Purchaser
  In
        order
        to induce the Issuer to sell the Certificates to the Purchaser, the Purchaser
        hereby agrees, acknowledges, represents, warrants and covenants with and
        to the
        Issuer and the Settlors that:
  (a)  The
        Securities have not been and will not be registered under the U.S. Securities
        Act of 1933 (the “ Securities
        Act ”)
        or any
        other applicable securities law and
   8
   may
        not
        be offered, sold, reoffered or resold except in accordance with Rule 144A
        under
        the Securities Act or pursuant to any other exemption from, or in a transaction
        not subject to, the registration requirements of the Securities Act and,
        accordingly, that the Certificates may not be offered, sold, transferred,
        pledged, hypothecated or otherwise disposed of except as permitted herein
        and in
        the Trust Agreement.
  (b)  It
        has
        such acknowledge and experience in financial and business matters that it
        is
        capable of evaluating the merits and risks of an investment in the Certificates.
        It is aware that it may be required to, and it is able to, bear the economic
        risk of an investment in the Certificates for an indefinite period.
  (c)  It
        is
        purchasing the Certificates for its own account and not with a view to, or
        for
        offer or sale in connection with, any resale, distribution or other disposition
        thereof, subject to the disposition of its property being at all times within
        its control, and subject to paragraph (d) below.
  (d)  It
        will
        not offer, sell, transfer, pledge, hypothecate or otherwise dispose of the
        Certificates except in accordance with the provisions of the Trust
        Agreement.
  (e)  The
        Purchaser represents and warrants (i) it is duly authorized and empowered
        to execute, deliver and perform this Agreement and to purchase the Certificates,
        and as duly taken all requisite action in connection therewith; (ii) the
        person signing this Agreement on behalf of the Purchaser has been duly
        authorized by the Purchaser to do so; (iii) this Agreement is a valid
        and
        binding legal obligation of the Purchaser, enforceable against the Purchaser
        in
        accordance with its terms except as such enforceability maybe limited by
        applicable bankruptcy, insolvency, reorganization, moratorium and other similar
        laws relating to or affecting creditors’ rights generally, and subject as to
        enforceability to general equitable principles (regardless of whether such
        enforceability is considered in a proceeding in equity or at law); and
        (iv) the execution, delivery and performance of this Agreement and
        the
        purchase of the Certificates do not and will not conflict with, violate or
        constitute a default under any applicable law or regulation, the Purchaser’s
        constitutive documents or any agreement or arrangement to which the Purchaser
        is
        a party or by which it may be bound.
  (f)  The
        Purchaser is not acting in a fiduciary capacity in purchasing the
        Certificates.
  (g)  The
        Purchaser acknowledges that the Issuer will rely upon the truth and accuracy
        of
        the foregoing acknowledgements, agreements, representations and warranties
        and
        agrees that, if any of the acknowledgements, agreements, representations
        or
        warranties made or deemed to have been made by it or by its purchase of the
        Certificates are no longer accurate, it shall promptly notify the Issuer
        and the
        Settlors.
  (h)  The
        Purchaser is not an employee benefit plan. No part of the funds to be used
        by
        the Purchaser to pay the purchase price of the Certificates purchased hereunder,
        directly or indirectly, constitutes “plan assets” of any employee benefit plan
        or
    9
   its
        related trust. The term “employee benefit plan” shall have the meaning assigned
        to such term in Section 3 of ERISA; and the term “plan assets” shall have
        the meaning specified in Department of Labor Regulation Section
        2510.3-101.
  ARTICLE
        6
  Conditions
  Section
        6.1  Conditions to Purchase. The
        obligations of the Purchaser to purchase and pay for the Certificates being
        purchased by it hereunder are, at its option, subject to the satisfaction,
        on or
        before the Closing Date, of the following conditions:
  (a)  the
        representations and warranties of the Trustee and the Settlors contained
        in the
        Basic Documents shall be true and correct in all material respects on and
        as of
        the Closing Date as if made on and as of such date, except to the extent
        such
        representations and warranties expressly relate to a particular date, in
        which
        case such representations and warranties shall be true and correct on and
        as of
        such date, and the Purchaser shall received a certificate dated the closing
        date
        from an officer of each of the Issuer and the Settlors to such
        effect;
  (b)  on
        or
        prior to the Closing Date, there shall have been delivered to the Purchaser
        in
        form and substance satisfactory to the Purchaser copies of (i) the approval
        given by Banco de México to the Trustee for the creation of the Trust and the
        issuance of the Certificates thereby and (ii) the approval given by the CNBV
        for
        the registration of the Securities with the Special Section of the National
        Registry of Securities and Intermediaries maintained by the CNBV;
  (c)  each
        Basic Document and any other agreements necessary for the consummation of
        the
        transactions contemplated hereby and thereby shall have been executed and
        delivered on or prior to the Closing Date in a form satisfactory to the
        Purchaser;
  (d)  at
        the
        Closing Date, (i) there shall have been no material adverse change,
        or any
        development involving a prospective material adverse change, in the condition
        (financial or otherwise), business prospects, results of operations or business
        affairs of the Settlors taken as a whole since December 31, 2004,
        and
        (ii) there shall have been delivered to the Purchaser a certificate
        of each
        of the Settlors, dated the closing Date, signed by a duly authorized officer
        thereof to such effect;
  (e)  the
        Certificates shall have been executed, authenticated and delivered on or
        prior
        to the Closing Date;
  (f)  on
        or
        prior to the Closing Date, there shall have been delivered to the Purchaser,
        in
        form and substance satisfactory to the Purchaser, opinions of counsel with
        respect to such matters as the Purchaser may reasonably request from: (i)
        Forastieri Abogados, S.C., Mexican counsel to the Purchaser; and **** (ii)
   10
   Kuri
        Breña, Sánchez Ugarte, Corcuera y Aznar, S.C., Mexican counsel to the Issuer and
        the Settlors;
  (g)  on
        or
        prior to the Closing Date, there shall have been delivered to the Purchaser,
        in
        form and substance satisfactory to the Purchaser, a copy of a notarized
        power-of-attorney relating to the authority of each Settlor;
  (h)  on
        or
        prior to the Closing Date, the Trust Assets shall be free and clear of all
        liens, security interests, charges, encumbrances, defects and claims, except
        as
        expressly permitted by the Basic Documents;
  (i)  on
        or
        prior to the Closing Date, there shall have been delivered to the Purchaser,
        in
        form and substance satisfactory to the Purchaser, a certificate of a duly
        authorized officer of each of the Issuer and the Settlors as to the authority,
        incumbency and specimen signatures of the persons who have executed or will
        execute each of the Basic Documents and the other instruments and documents
        to
        be executed and delivered hereunder and thereunder by the Issuer and the
        Settlors, and such other documents, opinions and certificates as the Purchaser
        or its counsel may reasonably require;
  (j)  there
        shall have been delivered to the Purchaser a certificate, dated the Closing
        Date, signed by a duly authorized officer of each of the Issuer and the Settlors
        to the effect that (x) the representations and warranties of such party herein
        are true, accurate and correct in all material respects at, and as if made
        on,
        the Closing date and (y) such party has performed in all material
        respects
        all of its obligations hereunder to be performed on or before the Closing
        Date;
  (k)  there
        shall have been delivered to the Purchaser a copy of any notarized
        power-of-attorney of the Trustee whereby officers of the Trustee are appointed
        attorneys-in-fact of the Trustee will power to execute the Certificates,
        the
        Basic Documents and any other documents necessary or advisable in connection
        with the issuance of the Certificates;
  (l)  on
        the
        Closing Date, the Purchaser shall have received from CT Corporation System
        (i) a
        letter, dated on or prior to the Closing Date to the effect that is accepts
        the
        appointment to receive on behalf of the Issuer and the Settlors, respectively,
        service of process which may be served in any legal action or proceeding
        arising
        out of or in connection with the Basic Documents, and (ii) a copy of the
        public
        deed or public deeds granted by the Trustee, in its capacity as Trustee,
        and by
        the Settlors whereby the granting of general powers of attorney for lawsuits
        and
        collections 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 in favor of such agent for service of
        process are notarized; and
   11
   (m)  Vitro,
        S.A. de C.V., shall have duly executed and delivered the Guaranty dated as
        of
        the Closing Date in favor of the holders of the Certificates.
  The
        Purchaser may, at its discretion and upon such terms as it deems fit, waive
        compliance with the whole or any part of this Section.
  ARTICLE 7
  Miscellaneous
  SECTION
        7.1  Survival
        of Agreements. All
        covenants, agreements, representations, warranties and indemnities made herein
        shall survive the execution and delivery of this Agreement and the sale of
        the
        Certificates pursuant hereto and notwithstanding any investigation made by
        or on
        behalf of the Purchaser or its agents, representatives or
        affiliates.
  SECTION
        7.2  Expenses .
        The
        Settlors shall pay (i) the reasonable and documented costs incident
        to the
        authorization, issuance, sale and delivery of the Certificates and any stamp,
        value added or transfer taxes payable in Mexico in connection therewith;
        (ii) the reasonable and documented costs incident to negotiating,
        preparing
        and executing the Basic Documents and all other documents required in connection
        therewith; (iii) any fees payable to the CNBV in connection with the
        registration of the Securities with the Special Section of the National Registry
        of Securities maintained by the CNBV; (iv) the fees and expenses of
        Mexican
        counsel to the Trust and the Settlors, and of Cravath, Swaine & Moore, U.S.
        counsel to the Trust and the Settlors; (v) the reasonable and documented
        out-of-pocket expenses of the Purchaser, including the reasonable fees and
        expenses of U.S. counsel to the Purchaser, and Forastieri Abogados, S.C.,
        Mexican counsel to the Purchaser, incurred in connection with the Basic
        Documents and the transactions contemplated thereby; and (vi) all
        other
        reasonable and documented costs and expenses incident to the performance
        of the
        obligations of the Issuer and the Settlors under the Basic
        Documents.
  SECTION
        7.3  Indemnification . (a) Each
        of
        the Settlors, jointly and severally, agrees that it will indemnify and hold
        harmless the Purchaser and its directors, officers, employees and controlling
        persons from and against any and all losses, liabilities, costs, claims,
        damages
        and expenses (including reasonable attorney’s fees) which any of them may incur
        (as incurred) or which may be made against any of them, insofar as such losses,
        liabilities, costs, claims, damages or expenses arise out of or are in relation
        to or are in connection with any breach or alleged failure to perform the
        representations, warranties, covenants and agreements given or made by the
        Issuer or the Trustee, acting to satisfy the purposes of the Trust, or the
        Settlors in any of the Basic Documents or any other agreement executed pursuant
        thereto and will reimburse each such indemnified party for all reasonable
        and
        documented costs, charges and expenses (as incurred) incurred by it in
        connection with investigating, disputing or defending any such action or
        claim.
        This indemnity will be in addition to any liability that the Settlors and
        the
        Issuer may otherwise have hereunder and under the other Basic
        Documents.
   12
   (b)  If
        any
        action, claim or demand shall be brought or alleged against an indemnified
        party
        in respect of which indemnity is to be sought against the indemnifying party
        under this Section 7.3, the indemnified party shall promptly notify
        the
        indemnifying party in writing, but the failure so to notify an indemnifying
        party shall not relieve such indemnifying party from any obligation or liability
        it may otherwise have. The indemnified party shall have the right to retain
        counsel of its own choice to represent it in connection with such action,
        claim
        or demand, and the indemnifying party will reimburse the indemnified party
        for
        the reasonable fees and expenses of such counsel as incurred.
  (c)  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 action, claim or demand
        in
        respect of which indemnification may be sought hereunder (whether or nor
        the
        indemnified parties are actual or potential parties to such claim or action)
        unless such settlement, compromise or judgment includes an unconditional
        release
        of each indemnified party from all liability arising out of such action,
        claim
        or demand.
  (d)  To
        the
        fullest extent permitted by law, each of the Settlors agrees to indemnify
        the
        Purchaser and its directors, officers, employees and controlling persons
        for any
        loss arising out of any judgment in respect of which indemnification is provided
        pursuant to this Section 7.3 being paid in a currency (the “ Judgment
        Currency ”)
        other
        than United States dollars and resulting from any variation between (i) the
        rate of exchange at which United States dollars are converted into the Judgment
        Currency for the purpose of such judgment or order and (ii) the rate
        of
        exchange at which the indemnified party is able to purchase United States
        dollars with the amount of the Judgment Currency actually received by the
        indemnified party. The foregoing indemnity shall constitute a separate and
        independent obligation of the Settlors and shall continue in full force and
        effect notwithstanding any such judgment or order as aforesaid. The term
“rate
        of exchange” shall include any premiums and costs of exchange payable in
        connection with the purchase of, or conversion into, the relevant currency.
        The
        Purchaser agrees that, to the extent that the amount of United States dollars
        that it may purchase exceeds the amount originally due to the Purchaser,
        it will
        return such excess amount to the Settlors.
  SECTION
        7.4  Additional
        Amounts. If any
        amounts to be received by the Purchaser under this Agreement solely as a
        result
        of entering into, or performing under, this Agreement are subject to any
        present
        or future taxes, assessments, deductions, withholdings or charges of any
        nature
        enacted by Mexico or any political subdivision thereof or taxing authority
        therein (“ Mexican
        Taxes ”),
        then
        the Issuer agrees to pay to the Purchaser an additional amount so that the
        Purchaser shall retain or receive, after taking into consideration all such
        Mexican Taxes, an amount equal to the amounts owed to it under this Agreement
        as
        if such amounts had not been subject to Mexican Taxes. If any Mexican Taxes
        are
        collected by deduction or withholding, the party making the payment required
        by
        the preceding sentence shall provide to the Purchaser copies of documents
        evidencing the transmittal to the proper authorities of the amount of Mexican
        Taxes deducted or withheld.
   13


SECTION
        7.5  Parties
        in Interest .
        All
        covenants and agreements contained in this Agreement by or on behalf of any
        of
        the parties hereto shall bind and inure to the benefit of the respective
        successors and assigns of the parties hereto whether so expressed or
        not.
  SECTION
        7.6  Notices. All
        notices, requests, consents and other communications hereunder to any party
        shall be in writing and shall be delivered in person, or sent by fax or
        recognized international courier service to such party at the address or
        fax
        number set forth below its signature to this Agreement, or, in any case,
        at such
        other address or fax number as shall have been furnished in writing to the
        other
        parties hereto.
  SECTION
        7.7  Submission
        to Jurisdiction; Waivers.  (a) Any
        suit,
        action or proceeding relating in any way to this Agreement may be brought
        and
        enforced in any United States Federal or New York State court sitting in
        the
        City and County of New York, and each party to this Agreement irrevocably
        submits to the jurisdiction of each such court in respect of any such suit,
        action or proceeding; *provided* that, if
        for whatever reason any United States Federal court sitting in the City and
        County of New York will not or cannot hear such suit, action or proceeding,
        it
        may be brought and enforced in the courts of the State of New York in the
        City
        and County of New York, and each party to this Agreement hereby irrevocably
        submits to the jurisdiction of each such court in respect of any such suit,
        action or proceeding and, to the extent permitted by law, waives any defense
        or
        objection to such jurisdiction. Each party hereto irrevocably waives, to
        the
        fullest extent permissible under applicable law, any objection that it may
        now
        or hereafter have to the venue of any such suit, action or proceeding in
        any
        such court, or the defense of an inconvenient forum to the maintenance of
        such
        suit, action or proceeding. Until the payment in full of the Certificates,
        each
        of the Issuer and the Settlors agrees to maintain an office or appoint an
        agent
        in New York City where or upon whom process may be served in any such suit,
        action or proceeding. Each of the Issuer and the Settlors hereby irrevocably
        appoints CT Corporation System, with offices at the date hereof at
        111 Eighth Avenue, New York, New York 10011, United States, , as its
        agent
        to receive service or process or other legal summons for purposes of any
        such
        suit, action or proceeding. For purposes of the foregoing, the Issuer and
        the
        Settlor shall grant general powers of attorney for lawsuits and collections
        to
        such agent for service of process 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 Purchaser.
  (b)  Each
        of
        the Issuer and the Settlors has irrevocably agreed, to the extent permitted
        by
        applicable law, that, in any legal action or proceeding arising out of or
        in
        connection with the Basic Documents (the “ Proceedings ”)
        anywhere (whether for an injunction, specific performance, damages or
        otherwise), no immunity (to the extent that it may at any time exist, whether
        on
        the grounds of sovereignty or otherwise) from those Proceedings, from attachment
        (whether in aid of execution, before judgment or otherwise) or from judgment
        shall be claimed by it or on its behalf or with respect to its
   14
   assets,
        any such immunity being irrevocably waived. Each of the Issuer and the Settlors
        has irrevocably waived any right to which it may be entitled under the laws
        of,
        or on account of, its place of residence or domicile. Each of the Issuer
        and the
        Settlors has irrevocably agreed, to the extent permitted by applicable law,
        that
        it is and its assets are, and shall be, subject to such Proceedings, attachment
        or execution in respect of its obligations under the Basic
        Documents.
  (c)  **EACH
        OF THE PURCHASER, THE ISSUER AND THE SETTLORS IRREVOCABLY WAIVES ANY RIGHT
        IT
        MAY NOW OR HEREAFTER HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
        ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.**
  (d)  The
        parties hereto hereby irrevocably consent to the service of any and all process
        in any suit, action or proceeding in any manner permitted by law except by
        mail,
        and agree that nothing contained herein shall limit the parties right to
        sue in
        any jurisdiction. The parties agree that a final judgment in such suit, action
        or proceeding shall be conclusive and may be enforced in other jurisdictions
        by
        suit on the judgment or in any manner provided by law.
  SECTION
        7.8GOVERNING
        LAW.THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF
        THE
        STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES
        THEREOF).
  SECTION
        7.9  Entire
        Agreement; Modifications. This
        Agreement and the agreements referred to herein constitute the entire agreement
        of the parties with respect to the subject matter hereof, and this Agreement
        may
        not be modified or amended except in writing.
  SECTION
        7.10  Counterparts. This
        Agreement may be executed in one or more counterparts, which shall together
        constitute one and the same instrument.
  SECTION
        7.11  Limitation
        of Liabilities. It is
        expressly understood and agreed by the parties hereto that (a) this
        Agreement is executed and delivered by ABN AMRO Bank (México) S.A. not
        individually or personally but solely as Trustee acting to satisfy the purposes
        of the Trust, in the exercise of the power and authority conferred and vested
        in
        it, (b) each of the representations, undertakings and agreements herein
        made on the part of the Trustee is made and intended not as a personal
        representation, undertaking or agreement by ABN AMRO Bank (México) S.A. but
        is made in satisfaction of the purposes of the Trust and intended for the
        purpose of binding only the Trust and (c) under no circumstances shall
        ABN
        AMRO Bank (México) S.A. be personally liable for the payment of any
        indebtedness or expenses of the Trust.
  [SIGNATURE
          PAGE FOLLOWS]
   15





IN
      WITNESS WHEREOF, the Issuer, the Settlors and the Purchaser have executed this
      Agreement as of the day and year first above written.







ABN
                AMRO BANK (MEXICO) S.A., AS TRUSTEE, ACTING TO SATISFY THE PURPOSES
                OF THE
                TRUST,ByName:Title:Address
                and Fax Number for Notices:
              ABN
                AMRO Bank (México), S.A.
              Institución
                de Banca Múltiple,
              División
                Fiduciaria
              Avenida
                Paseo de la Reforma No. 600-320
              México,
                D.F. 01210
              Phone:
                5257-7810
              Facsimile:
                5257-7829
              Attention:
                División Fiduciaria






16





COMPAÑÍA
                      VIDRIERA, S.A. DE C.V.,By
                  ByName:Claudio
                      del Valle
                    Title:Attorney-in-Fact
                  
                  Name:Álvaro
                      Rodríguez
                    Title:Attorney-in-FactAddress
                        and Fax Number for Notices:
                    Ricardo
                      Margain No. 440
                    Colonia
                      Valle del Campestre
                    San
                      Pedro Garza García, NL 66265, México
                    Fax:
                      +52 81 8863 1290
 
 
 
 INDUSTRIA
                      DEL ÁLCALI, S.A. DE C.V.,By
                  ByName:Claudio
                      del Valle
                    Title:Attorney-in-Fact
                  
                  Name:Álvaro
                      Rodríguez
                    Title:Attorney-in-FactAddress
                      and Fax Number for Notices:
                    Ricardo
                      Margain No. 440
                    Colonia
                      Valle del Campestre
                    San
                      Pedro Garza García, NL 66265, México
                    Fax:
                      +52 81 8863 1290
 
 
 COMERCIALIZADORA
                      ÁLCALI, S. DE R.L. DE C.V.,By
                  ByName:Claudio
                      del Valle
                    Title:Attorney-in-Fact
                  
                  Name:Álvaro
                      Rodríguez
                    Title:Attorney-in-FactAddress
                      and Fax Number for Notices:
                    Ricardo
                      Margain No. 440
                    Colonia
                      Valle del Campestre
                    San
                      Pedro Garza García, NL 66265, México
                    Fax:
                      +52 81 8863 1290
    17
   RABOBANK
                      INTERNATIONAL,ByName:Title:Address
                      and Fax Number for
                      Notices:







18