**EXHIBIT A**

[FACE    OF NOTE]VITRO, S.A.B. de C.V.

8.625% Senior Note Due 2012

CUSIP    _______________

No. $_______________

VITRO, S.A.B. de C.V., a *sociedad anonima bursatil de capital variable* organized under the  laws of Mexico corporation (the "**Company**", which term includes any    successor under the Indenture hereinafter referred to), for value received,    promises to pay to ____________________, or its registered assigns, the principal    sum of ____________ DOLLARS ($______) or such other amount as indicated on    the Schedule of Exchange of Notes attached hereto on February 1, 2012.

[Initial]1 Interest Rate: 8.625%    per annum.

Interest Payment Dates: August 1 and February    1, commencing August 1, 2007.

Regular Record Dates: July 15 and January 15.

Reference is hereby made to the further provisions    of this Note set forth on the reverse hereof, which will for all purposes    have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed    manually or by facsimile by its duly authorized officers.

Date:

VITRO, S.A.B. de C.V.
 
By:
   
Name:
   
Title:
 
 

 

1 For Initial Notes or Initial Additional Notes only.

 

(Form of Trustee's    Certificate of Authentication)

This is one of the 8.625% Senior Notes Due 2012 described in    the Indenture referred to in this Note.

THE BANK OF NEW YORK, as Trustee

By:
  
Authorized Signatory

 

[REVERSE SIDE OF NOTE]    VITRO, S.A.B. de C.V.

8.625% Senior Note Due 2012

1. *Principal and Interest.*

The Company promises to pay the principal of this Note on February    1, 2012.

The Company promises to pay interest on the principal amount    of this Note on each interest payment date, as set forth on the face of this    Note, at the rate of 8.625% per annum (subject to adjustment as provided below).

Interest will be payable semiannually (to the Holders of record    of the Notes at the close of business on the July 15 or January 15 immediately    preceding the interest payment date) on each interest payment date, commencing    August 1, 2007.

[The Holder of this Note is entitled to the benefits of the  Registration Rights Agreement, dated February 1, 2007, between the Company and  the Initial Purchasers named therein (the "**Registration Rights Agreement**").  In the event that neither the Exchange Offer Registration Statement (as  defined in the Registration Rights Agreement) nor the Shelf Registration  Statement (as defined in the Registration Rights Agreement) is declared  effective on or prior to the date that is 210 days after the Issue Date (the "**Effectiveness    Deadline**"), the interest rate on this Note will increase by a rate of    0.50% per annum until the Exchange Offer Registration Statement or the Shelf    Registration Statement is declared effective by the Commission. If the Exchange    Offer Registration Statement is declared effective but the Exchange Offer    is not consummated on or prior to the earlier to occur of 30 Business Days    after the date of effectiveness of the Exchange Offer Registration Statement    or 30 days after the Effectiveness Deadline, the interest rate on this Note    will increase by a rate of 0.50% per annum, up to a maximum increase of 1.00%    per annum in total, until the Exchange Offer is consummated. ]2

The interest rate on this Note (increased as the case may be    with additional interest referred to above) will increase by 1.00% per annum    commencing on the date that is 90 days after the Issue Date if, as of such    date, each of the Specified Guarantors has not unconditionally guaranteed,    jointly and severally, on an unsecured basis, the obligations of the Company    pursuant to the Notes and this Indenture by executing a supplemental indenture.

Interest on this Note will accrue from the most recent date to    which interest has been paid on this Note [or the Note surrendered in exchange    for this Note]3 (or, if there is no existing default    in the payment of interest and if this Note is authenticated between a regular    record date and the next interest payment date, from such interest payment    date) or, if no interest has been paid, from [the Issue Date].4 Interest will be computed on the basis of a 360-day    year of twelve 30-day months.

The Company will pay interest on overdue principal, premium,    if any, and interest at a rate per annum that is 2.0% in excess of 8.625%. Interest not paid when due and any interest on principal, premium or interest    not paid when due will be paid to the Persons that are Holders on a special    record date, which will be the 15th day preceding the date fixed by the Company    for the payment of such interest, whether or not such day is a Business Day. At least 15 days before a special record date, the Company will send to each    Holder and to the Trustee a notice that sets forth the special record date,    the payment date and the amount of interest to be paid.

2. *Indentures; Note Guaranty.*

This is one of the Notes issued under an Indenture dated as of  February 1, 2007 (as amended from time to time, the "**Indenture**"), among    the Company, the Guarantors party thereto and The Bank of New York, as Trustee. Capitalized terms used herein are used as defined in the Indenture unless    otherwise indicated. The terms of the Notes include those stated in the Indenture    and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture    and the Trust Indenture Act for a statement of all such terms. To the extent    permitted by applicable law, in the event of any inconsistency between the    terms of this Note and the terms of the Indenture, the terms of the Indenture    will control.

The Notes are general unsecured obligations of the Company. The Indenture limits the original aggregate principal amount of the Notes    to $300,000,000, but Additional Notes may be issued pursuant to the Indenture,    and the originally issued Notes and all such Additional Notes vote together    for all purposes as a single class. This Note is guarantied as set forth    in the Indenture.

3. *Redemption and Repurchase; Discharge Prior    to Redemption or Maturity.*

This Note is subject to optional redemption, and may be the subject    of an Offer to Purchase, as further described in the Indenture. There is    no sinking fund or mandatory redemption applicable to this Note.

If the Company deposits with the Trustee money or U.S. Government    Obligations sufficient to pay the then outstanding principal of, premium,    if any, and accrued interest on the Notes to redemption or maturity, the Company    may in certain circumstances be discharged from the Indenture and the Notes    or may be discharged from certain of its obligations under certain provisions    of the Indenture.

4. *Registered Form; Denominations; Transfer;    Exchange.*

The Notes are in registered form without coupons in denominations    of $2,000 principal amount and any integral multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with    the Indenture. The Trustee may require a Holder to furnish appropriate endorsements    and transfer documents and to pay any taxes and fees required by law or permitted    by the Indenture. Pursuant to the Indenture, there are certain periods during    which the Trustee will not be required to issue, register the transfer of    or exchange any Note or certain portions of a Note.

5. *Defaults and Remedies.*

If an Event of Default, as defined in the Indenture, occurs and    is continuing, the Trustee or the Holders of at least 25% in principal amount    of the Notes may declare all the Notes to be due and payable. If a bankruptcy    or insolvency default with respect to the Company occurs and is continuing,    the Notes automatically become due and payable. Holders may not enforce the    Indenture or the Notes except as provided in the Indenture. The Trustee may    require indemnity satisfactory to it before it enforces the Indenture or the    Notes. Subject to certain limitations, Holders of a majority in principal    amount of the Notes then outstanding may direct the Trustee in its exercise    of remedies.

6. *Amendment and Waiver.*

Subject to certain exceptions, the Indenture and the Notes may    be amended, or default may be waived, with the consent of the Holders of a    majority in principal amount of the outstanding Notes. Without notice to    or the consent of any Holder, the Company and the Trustee may amend or supplement    the Indenture or the Notes to, among other things, cure any ambiguity, defect    or inconsistency if such amendment or supplement does not materially and adversely    affect the rights of any Holder.

7. *Authentication.*

This Note is not valid until the Trustee (or Authenticating Agent)    signs the certificate of authentication on the other side of this Note.

8. *Governing Law.*

This Note shall be governed by, and construed in accordance with,    the laws of the State of  New York.

9. *Abbreviations.*

Customary abbreviations may be used in the name of a Holder or    an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by    the entireties), JT TEN (= joint tenants with right of survivorship and not    as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to    Minors Act).

The Company will furnish a copy of the Indenture to any Holder    upon written request and without charge. 

2Include only for Initial Note or Initial Additional      Note.

3Include only for Exchange Note.

4For Additional Notes, should be the date of their original      issue.

 

[FORM OF TRANSFER    NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),    assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
  
Please          print or typewrite name and address including zip code of assignee
 
the          within Note and all rights thereunder, hereby irrevocably constituting          and appointing
 
attorney to transfer said Note on the books    of the Company with full power of substitution in the premises.

 

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES    BEARING A RESTRICTED LEGEND]

In connection with any transfer of this Note occurring prior    to ______________, the undersigned confirms that such transfer is made without    utilizing any general solicitation or general advertising and further as follows:

*Check One*

 (1) This Note is being transferred to a  "qualified institutional    buyer" in compliance with Rule 144A under the Securities Act of 1933, as amended    and certification in the form of Exhibit F to the Indenture is being furnished    herewith. 

 (2) This Note is being transferred to a Non-U.S. Person    in compliance with the exemption from registration under the Securities Act    of 1933, as amended, provided by Regulation S thereunder, and certification    in the form of Exhibit E to the Indenture is being furnished herewith.

*or*

 (3) This Note is being transferred other than in accordance    with (1) or (2) above and documents are being furnished which comply with    the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the    Trustee is not obligated to register this Note in the name of any Person other    than the Holder hereof unless and until the conditions to any such transfer    of registration set forth herein and in the Indenture have been satisfied.
 
Date:
   
Seller

By
 
NOTICE: The signature to this assignment    must correspond with the name as written upon the face of the within‐mentioned    instrument in every particular, without alteration or any change whatsoever.

Signature Guarantee:5
 
By
 
To be executed by an executive officer

 

5Signatures must be guaranteed by an "**eligible guarantor      institution**" meeting the requirements of the Registrar, which    requirements include membership or participation in the Securities Transfer    Association Medallion Program ("**STAMP"**) or such other "**signature guarantee      program**" as may be determined by the Registrar in addition to, or in      substitution for, STAMP, all in accordance with the Securities Exchange      Act of 1934, as amended.

 

OPTION OF HOLDER TO    ELECT PURCHASE

If you wish to have all of this Note purchased by the Company    pursuant to Sections 4.13 or 4.12 of the Indenture, check the box: 9

If you wish to have a portion of this Note purchased by the Company    pursuant to Sections 4.13 or 4.12 of the Indenture, state the amount (in original    principal amount) below:

$_____________________.

Date:____________

Your Signature:__________________________

(Sign exactly as your name appears on the other side    of this Note)

Signature Guarantee:1_____________________________

1Signatures must be guaranteed by an "**eligible guarantor      institution**" meeting the requirements of the Trustee, which    requirements include membership or participation in the Securities Transfer    Association Medallion Program ("**STAMP**") or such other "**signature guarantee      program**" as may be determined by the Trustee in addition to, or in substitution      for, STAMP, all in accordance with the Securities Exchange Act of 1934,      as amended.

**SCHEDULE OF TRANSFERS OR EXCHANGES OF NOTES1**

The following exchanges of a part of this Global Note    for Certificated Notes or a part of another Global Note have been made:

**Date of Transfer or Exchange**

**Amount of decrease            in principal amount            of this Global Note**

**Amount of increase            in principal amount            of this Global Note**

**Principal amount of            this Global Note            following such            decrease (or            increase)**

**Signature of            authorized officer of            Trustee**
          
1For Global Notes