Contract

by Libbey, Inc.
October 20th, 1997
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                                                                   Exhibit 10.30

                  AMENDED AND RESTATED COVENANT NOT TO COMPETE

         This Amended and Restated Covenant Not to Compete (this "AGREEMENT"),
dated to be effective as of August 29, 1997, is entered into by and between
LIBBEY INC., a corporation organized under the laws of the State of Delaware,
United States of America ("LIBBEY"), and VITRO, S.A., a Sociedad Anonima
organized under the laws of the United Mexican States ("VITRO").

                                  INTRODUCTION
                                  ------------

         Libbey and Vitro entered into that certain Covenant Not to Compete
dated August 29, 1997 (the "Covenant"). Libbey and Vitro have agreed to amend,
restate, and supersede the Covenant by the terms and provisions of this
Agreement.

         Libbey (or one or more of its Affiliates, as defined below) is in the
business of manufacturing, distributing, and selling, among other things, glass
tableware and chinaware. Vitro (or one or more of its Affiliates) is in the
business of manufacturing, distributing, and selling, among other things, glass
tableware, chinaware, flatware, hollowware, and OEM products made of glass.

         Libbey (and certain of its Affiliates) and Vitro (and certain of its
Affiliates) have entered into that certain Master Investment Agreement dated
August 29, 1997 (the "MASTER INVESTMENT AGREEMENT"), pursuant to which, among
other things, Libbey (or one or more of its Affiliates) has acquired, directly
or indirectly, from Vitro (or one or more of its Affiliates) (a) 49% of the
total issued and outstanding shares of common stock of Vitrocrisa Holding, S.A.
de C.V. ("VC HOLDING"), (b) 49% of the total issued and outstanding voting
shares of common stock of Vitrocrisa, S.A. de C.V. ("VITROCRISA"), (c) an
undivided 49% interest in certain assets and liabilities (the "CRISA ASSETS") of
Crisa Corporation, a Texas corporation ("CRISA"), and has contributed such
interest to Crisa Industrial L.L.C., a Delaware limited liability company
("LLC"), in exchange for a 49% membership interest in the LLC, and (d)
substantially all of the assets of WorldCrisa Corporation, a Delaware
corporation ("WORLDCRISA"). In addition, the parties have entered into
distribution agreements for the sale (i) by Libbey in the United States and
Canada of products manufactured by Vitrocrisa and (ii) by Vitrocrisa in the
United Mexican States, Central America, and South America of products
manufactured by Libbey Glass Inc., a Delaware corporation and wholly-owned
subsidiary of Libbey ("LIBBEY GLASS"). Libbey's obligations and commitments
under the Master Investment Agreement are collectively referred to herein as the
"LIBBEY INVESTMENT".

         In consideration of the premises and mutual promises contained herein
and as a material inducement for the execution by Libbey and Vitro of the Master
Investment Agreement and the consummation of the transactions contemplated
thereby, including the Libbey Investment, together with other consideration, the
adequacy and receipt of which are hereby acknowledged, Libbey and Vitro agree as
follows:
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         Section 1. DEFINITIONS. The following terms shall have the meanings set
forth beside such terms when used in this Agreement:

         (a)      "AFFILIATE" means with respect to each of the parties, any
                  other Person or party which at the relevant time, directly or
                  indirectly, controls, is controlled by, or is under common
                  control with, such party. The term "CONTROL" as used with
                  respect to any Person or party, means the possession, directly
                  or indirectly, of the power to direct or cause the direction
                  of the management and policies of such Person or party,
                  whether through the ownership of voting securities, by
                  contract, or otherwise.

         (b)      "DISTRIBUTION AGREEMENTS" means collectively the Amended and
                  Restated Distribution Agreement, dated of even date, by and
                  between Vitro, Vitrocrisa, Libbey, and Libbey Glass and the
                  Amended and Restated Distribution Agreement, dated of even
                  date, by and between Vitro, Crisa, Vitrocrisa, Libbey, and
                  Libbey Glass.

         (c)      "EXCLUDED PRODUCTS" means coffee pots, meter covers, glass
                  covers for cooking ware, blender jars, and lighting fixtures
                  sold to OEMs. In addition, "Excluded Products" shall mean any
                  other OEM article for sale to OEM customers that are not in
                  direct competition with Libbey Glass and are not sold to
                  Libbey Glass' customers, including those in the Foodservice,
                  Industrial, Premium, and Retail Channels of Distribution.

         (d)      "FOODSERVICE CHANNEL OF DISTRIBUTION" means sales to
                  foodservice distributors, foodservice importers, hotels,
                  restaurants, chain restaurants, bars, casinos, airlines,
                  cruise lines, breweries, microbreweries, hospitals, health
                  care facilities, penal institutions, colleges, all eating and
                  drinking establishments, independent cutters and decorators,
                  and warehouse clubs; internet sales in all the above segments;
                  and all other generally acknowledged distributor and end-user
                  segments of the traditional foodservice sector of the country
                  specified.

         (e)      "GLASS TABLEWARE" means those products that are the subject of
                  the exclusive distribution rights set forth in the
                  Distribution Agreements, namely the glass product lines
                  illustrated in the current 1997 catalogs of Libbey Glass,
                  Vitrocrisa, Crisa, and WorldCrisa; all glass products of the
                  type sold by Libbey Glass or Vitrocrisa, other than Excluded
                  Products, into the Foodservice, Industrial, Premium, or Retail
                  Channels of Distribution; future new products, other than
                  Excluded Products, of Libbey Glass or Vitrocrisa; and new and
                  existing products, other than Excluded Products, sold by
                  Libbey Glass or Vitrocrisa and specially differentiated
                  through packaging under the brand name, identification, or
                  logo of the purchaser (a "SPECIALLY DIFFERENTIATED PRODUCT").
                  The intent is that any glass tableware, other than Excluded
                  Products, that is destined for application in the Foodservice,
                  Industrial, Premium, and Retail Channels of Distribution are
                  the products that are Glass Tableware.
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         (f)      "INDUSTRIAL CHANNEL OF DISTRIBUTION" means sales to candle
                  packers, religious candle markets, distilleries, wineries,
                  floral distributors, mounters and fabricators, the cosmetic
                  industry, and all other generally acknowledged segments of the
                  traditional industrial sector of the country specified.

         (g)      "INDUSTRIAL GLASSWARE" means coffee pots, meter covers, glass
                  covers for cooking ware, blender jars, and lighting fixtures
                  sold to OEMs.

         (h)      "LIBBEY PARTIES" means Libbey, Libbey Glass, LGA 2, a Delaware
                  corporation, LGA 3, a Delaware corporation, and LGA 4, a
                  Delaware corporation.

         (i)      "LIBBEY TERRITORY" means those certain geographic areas set
                  forth on SCHEDULE 1 hereto.

         (j)      "OEM" means original equipment manufacturer.

         (k)      "PERSON" will be broadly construed to mean an individual,
                  corporation, partnership, association, trust, unincorporated
                  organization, governmental entity, or other entity or group.

         (l)      "PREMIUM CHANNEL OF DISTRIBUTION" means sales for use as a
                  premium or to promote another product, including, without
                  limitation, sales for such purposes to customers in the fast
                  food industry, oil industry, soft-drink industry, supermarket
                  continuity industry, premium packaging, and all other
                  generally acknowledged segments of the traditional premium and
                  incentive sector of the country specified.

         (m)      "RETAIL CHANNEL OF DISTRIBUTION" means sales to retail
                  distributors, mass merchant discount stores, department
                  stores, specialty retail stores, craft stores, supermarkets,
                  factory outlet stores, dinnerware companies, flea markets,
                  door-to-door direct sales, wholesale outlets, gift shops,
                  potteries, catalog showrooms, warehouse clubs, home shopping
                  networks, internet sales for consumer use, private label sales
                  for any class of retailer, importers, and all other generally
                  acknowledged segments of the traditional retail sector of the
                  country specified.

         (n)      "VITRO PARTIES" means Vitro, VC Holding, Vitrocrisa,
                  WorldCrisa, and Crisa.

         (o)      "VITRO TERRITORY" means those certain geographic areas set
                  forth on SCHEDULE 2 hereto.


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         Section 2. AMENDED AND RESTATED AGREEMENT. The terms and provisions of
the Covenant are hereby canceled and superseded by the terms and provisions of
this Agreement. All references in any other agreement to the Covenant Not to
Compete dated August 29, 1997 by and between Vitro and Libbey shall be deemed to
refer to this Agreement, and all references to specific provisions of such
Covenant Not to Compete contained in any other agreement shall refer to the
corresponding provisions of this Agreement.

         Section 3. AGREEMENT OF NON-COMPETITION.

         (a)      Vitro and Libbey acknowledge, for themselves and on behalf of
                  the Vitro Parties and Libbey Parties, respectively, that this
                  SECTION 3 is entered into as a material inducement for the
                  execution of the Master Investment Agreement and the
                  consummation of the transactions contemplated thereby,
                  including the Libbey Investment.

         (b)      For a period beginning on the date of this Agreement and
                  ending on the date that either Libbey or an Affiliate of
                  Libbey, on the one part, or Vitro or an Affiliate of Vitro, on
                  the other part, cease to own, directly or indirectly, at least
                  twenty-five percent (25%) of the total issued and outstanding
                  voting shares of Vitrocrisa (the "TRANSFER DATE"):

                  (i)      Except as provided in the Distribution Agreements,
                           Vitro will not, and Vitro will cause its Affiliates
                           not to, sell any Glass Tableware in the Libbey
                           Territory, unless such sales are to or through Libbey
                           or an Affiliate of Libbey; provided, however, that
                           the restriction set forth in this SECTION 3(b)(i)
                           shall immediately cease if Libbey or an Affiliate of
                           Libbey ceases to be the distributor for Vitrocrisa in
                           the Libbey Territory under the applicable
                           Distribution Agreement.

                  (ii)     Except as provided in the Distribution Agreements,
                           Libbey will not, and Libbey will cause its Affiliates
                           not to, sell any Glass Tableware or Industrial
                           Glassware in the Vitro Territory, unless such sales
                           are to or through Vitrocrisa; provided, however, that
                           the restriction set forth in this SECTION 3(b)(ii)
                           shall immediately cease if Vitrocrisa ceases to be
                           the distributor for Libbey Glass in the Vitro
                           Territory under the applicable Distribution
                           Agreement.

                  (iii)    Except as provided in the Distribution Agreements,
                           Vitro will not, and Vitro will cause its Affiliates
                           not to, sell any Glass Tableware or Industrial
                           Glassware in the Vitro Territory and the Libbey
                           Territory, unless such sales are to or through
                           Vitrocrisa, except as otherwise provided in SECTION
                           3(e)(i) with respect to Industrial Glassware.

         (c)      For a period beginning on the date of this Agreement and
                  ending on the third anniversary of the Closing Date (as
                  defined in the Master Investment Agreement), 

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                  Vitro will not, and Vitro will cause its Affiliates not to,
                  sell in the Libbey Territory any flatware, hollowware, or
                  chinaware in competition with Libbey and its Affiliates in
                  their operation of the business formerly operated as
                  WorldCrisa and purchased from Vitro or a Vitro Affiliate
                  pursuant to the Master Investment Agreement.

         (d)      For a period beginning on the date of this Agreement and
                  ending (i) on the date three years after the Transfer Date,
                  (A) Vitro will not, and Vitro will cause its Affiliates not
                  to, engage, directly or indirectly, whether as owner, partner,
                  stockholder, investor (except that such entities may
                  beneficially own less than five percent (5%) of the common
                  equity of a publicly traded company, the shares of which are
                  listed on a major stock exchange), in the manufacture of Glass
                  Tableware in the Libbey Territory; and (B) Libbey will not,
                  and Libbey will cause its Affiliates not to, engage, directly
                  or indirectly, whether as owner, partner, stockholder,
                  investor (except that such entities may beneficially own less
                  than five percent (5%) of the common equity of a publicly
                  traded company, the shares of which are listed on a major
                  stock exchange), in the manufacture of Glass Tableware in the
                  geographic area set forth on SCHEDULE 3 hereto; and (ii) on
                  the Transfer Date, Libbey will not, and Libbey will cause its
                  Affiliates not to, engage, directly or indirectly, whether as
                  owner, partner, stockholder, investor (except that such
                  entities may beneficially own less than five percent (5%) of
                  the common equity of a publicly traded company, the shares of
                  which are listed on a major stock exchange) in the manufacture
                  of Glass Tableware in the Vitro Territory located outside of
                  the geographic area set forth on SCHEDULE 3 hereto.

         (e)      Notwithstanding SECTION 3(d), for a period beginning on the
                  date of this Agreement and ending on the Transfer Date:

                  (i)      Vitro will not, and Vitro will cause its Affiliates
                           not to, develop and pursue future equity investment
                           opportunities in manufacturing or distribution
                           facilities located in the Vitro Territory (outside of
                           its current facilities located at Monterrey, Mexico)
                           for the manufacture, distribution, or sale of Glass
                           Tableware or Industrial Glassware, unless such
                           investment opportunities are developed and pursued
                           through Vitrocrisa; provided, however, if Libbey
                           decides that Vitrocrisa should not develop and pursue
                           such investment opportunities for Industrial
                           Glassware, then Vitro or its Affiliates shall have
                           the right to develop and pursue such investment
                           opportunities on its own.

                  (ii)     Subject to SECTION 3(e)(iii), Libbey will not, and
                           Libbey will cause its Affiliates not to, develop and
                           pursue future equity investment opportunities in
                           manufacturing or distribution facilities located in
                           the Vitro Territory (outside of Vitrocrisa) for the
                           manufacture, distribution, or sale of Glass Tableware
                           or Industrial Glassware, unless such investment
                           opportunities are developed and pursued through
                           Vitrocrisa.
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                  (iii)    Notwithstanding SECTION 3(e)(ii), Vitro agrees to
                           allow as the only exception for investment
                           opportunities in the Vitro Territory outside the
                           currently defined share participation in Vitrocrisa,
                           that if a business opportunity is brought by Libbey
                           relative to that certain company set forth on
                           SCHEDULE 4 hereto (the "JOINT INVESTMENT COMPANY"),
                           both partners will negotiate in good faith at that
                           time with the joint goals to accommodate the needs of
                           the other partner under a share participation of
                           Vitro of up to and including 50%; provided, however,
                           that in such a case (whether or not Vitro so
                           participates), all exports of Glass Tableware and
                           Industrial Glassware by the Joint Investment Company
                           from the country of its domicile as set forth on
                           SCHEDULE 4 hereto (its "HOME COUNTRY") to any other
                           country in the Vitro Territory will be exclusively
                           channeled through Vitrocrisa, but the Joint
                           Investment Company may sell its Glass Tableware and
                           Industrial Glassware in its Home Country. Performance
                           criteria will be developed for the first three (3)
                           years of such distribution, which will be similar in
                           principle to the performance clause developed for
                           Libbey Glass under the Distribution Agreement where
                           Libbey serves as the exclusive distributor of
                           Vitrocrisa for Glass Tableware in the Libbey
                           Territory. After the Closing Date (as defined in the
                           Master Investment Agreement), it is understood that a
                           letter of intent will be drafted and signed by both
                           parties in which the points, positions, and desires
                           of each party relative to a future possible
                           investment opportunity with the Joint Investment
                           Company (which will be based upon the arrangements
                           relating to Vitrocrisa between the parties) are
                           clearly expressed to serve as a guideline to be used
                           in a business-like and "good faith" effort to respect
                           and accommodate them in the negotiation process at
                           that time.

         (f)      If any provision of this SECTION 3 should be found by any
                  court of competent jurisdiction to be unreasonable by reason
                  of its being too broad as to the period of time, territory,
                  and/or scope, then, and in that event, such provision will
                  nevertheless remain valid and fully effective, but will be
                  considered to be amended so that the period of time,
                  territory, and/or scope set forth will be changed to be the
                  maximum period of time, the largest territory, and/or the
                  broadest scope, as the case may be, which would be found
                  reasonable and enforceable by such court.

         (g)      Vitro acknowledges that Libbey Glass is a party to technical
                  assistance agreements with certain companies throughout the
                  world and agrees that this Agreement shall not prohibit Libbey
                  Glass from licensing and continuing to license its technology
                  throughout the world; provided, however, that Libbey Glass
                  agrees to advise and consult Vitrocrisa before entering into
                  any new license arrangement in the geographic areas set forth
                  on SCHEDULE 5 hereto or renewing any existing licenses in the
                  geographic areas set forth on SCHEDULE 5 hereto for the
                  licensing of technology and the provision of technical
                  assistance to existing and 

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                  potential licensees, but both parties agree that the ultimate
                  decision to enter into such licenses or to provide such
                  technical assistance rests in the sole and absolute discretion
                  of Libbey Glass.

         4.       ENFORCEMENT; NON-WAIVER.

         (a)      Each party hereby acknowledges and agrees that the failure of
                  it or of any of its Affiliates to perform its agreements and
                  covenants under this Agreement, including, without limitation,
                  any violation of the agreements and covenants set forth in
                  SECTION 3, will cause irreparable injury to the other party
                  and its Affiliates for which damages, even if available, will
                  not be an adequate remedy. Accordingly, each party hereby
                  consents to the issuance of injunctive relief by any court of
                  competent jurisdiction in the United States of America (or of
                  any state thereof) or of the United States of Mexico having
                  jurisdiction over it to compel performance of such party's
                  obligations and to the granting by any court of the remedy of
                  specific performance of its obligations under this Agreement,
                  in addition to any other remedy to which the other party may
                  be entitled, at law or in equity.

         (b)      A failure by either party to exercise or enforce any rights
                  conferred upon it by this Agreement shall not be deemed to be
                  a waiver of any such rights or operate so as to bar the
                  exercise or enforcement thereof at any subsequent time or
                  times, and all express rights granted to such party hereunder
                  shall be in addition to any rights that such party may have
                  under the general law in respect of a breach hereof. No waiver
                  by either party of any condition or the breach of any term,
                  covenant, representation, warranty, or undertaking contained
                  in this Agreement, whether by conduct or otherwise, in any one
                  or more instances shall be deemed to be or construed as a
                  further or continuing waiver of any such condition or breach
                  or a waiver of any other condition or deemed to be or
                  construed as the breach of any other term, covenant,
                  representation, warranty, or undertaking in this Agreement.

         Section 5.        MISCELLANEOUS.

         (a)      ENGLISH AS CONTROLLING LANGUAGE. Notwithstanding the
                  translation of this Agreement into Spanish or any other
                  language, the English language version of this Agreement shall
                  be controlling and shall govern in any legal proceeding or
                  arbitration.

         (b)      NO THIRD PARTY RIGHTS. This Agreement shall not confer any
                  rights or remedies upon any person other than the parties and
                  their respective successors and permitted assigns.

         (c)      ENTIRE AGREEMENT. This Agreement and the agreements referred
                  to herein constitute the entire agreement among the parties
                  related to the subject matter hereof and supersedes any prior
                  understandings, agreements, or representations


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                  by or among the parties, written or oral, that may have
                  related in any way to the subject matter hereof.

         (d)      ASSIGNMENT. No party may assign or otherwise transfer any of
                  its rights or obligations under this Agreement without the
                  prior written consent of the other party. Any purported or
                  attempted assignment contrary to the terms hereof shall be
                  null and void and of no force or effect. This Agreement shall
                  be binding upon and inure to the benefit of the parties named
                  herein and their respective successors and permitted assigns.

         (e)      COUNTERPARTS. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed an original but
                  all of which together will constitute one and the same
                  instrument.

         (f)      CAPTIONS. The sections headings contained in this Agreement
                  are inserted for convenience only and are not part of this
                  Agreement and shall not affect in any way the meaning or
                  interpretation of this Agreement.

         (g)      NOTICES. All notices, demands, requests, and other
                  communications given hereunder shall be made in writing in
                  English and shall be delivered in person or by courier or
                  overnight delivery service (delivery charge prepaid) or
                  telecopy (provided that the telecopy is confirmed by notice by
                  certified mail, courier, or overnight delivery service). Any
                  notice, demand, request, or other communication shall be
                  effective only if and when it is received by the addressee.
                  For the purposes of the foregoing, the addresses and
                  telecopier numbers of the parties hereto are as follows:

                  If to Libbey, such notices shall be addressed to:

                       Libbey Inc.
                       300 Madison Avenue
                       Toledo, Ohio  43604
                       USA
                       Attn: General Counsel    Fax No. (419) 325-2585

                  or to any subsequent address of which Libbey may notify the
                  other parties in writing.

                  If to Vitro, such notices shall be addressed to:

Vitro Corporativo, S.A. de C.V. Av. del Roble 660 Col. Valle del Campestre Garza Garcia, N.L. Mexico 66225 Attn: Director Juridico Internacional Fax No. (528) 329-1372
9 or at any subsequent address of which Vitro may notify the other parties in writing. Any party hereto may change its address or telecopier number for the purposes hereof by giving notice thereof to the other parties in the manner provided herein. (h) AMENDMENTS. This Agreement may be amended, modified, superseded, or canceled and any of its terms, covenants, representations, warranties, undertakings, or conditions may be waived only by an instrument in writing signed by (or by some person duly authorized by) all of the parties hereto or, in the case of a waiver, by the party waiving compliance. (i) REMEDIES. Each party to this Agreement agrees that all rights and remedies under this Agreement are cumulative and that no election or exercise of any right or remedy will be deemed an exclusion of any other right or remedy. (j) GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the substantive laws of the State of Texas, without giving effect to any conflicts-of-law, rule, or principle that might require the application of the laws of another jurisdiction. (k) ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall, following a demand from either party (hereinafter, the "DEMAND FOR ARBITRATION") be settled by arbitration in accordance with the then existing International Arbitration Rules of the American Arbitration Association (hereinafter "AAA"). Notwithstanding the foregoing, the parties hereby agree that either party may seek injunctive relief in accordance with SECTION 4, and the parties further agree that if a party seeks injunctive relief in accordance with SECTION 4, such party does not thereby waive its rights to arbitration under this SECTION 5(k). The arbitral tribunal shall be composed of three arbitrators. Each party, namely Libbey and Vitro, shall appoint one Arbitrator. If a party fails to appoint an arbitrator within thirty (30) days after the date the claimant's Demand for Arbitration is communicated to the other parties (hereinafter the "NOTIFICATION DATE"), the AAA shall make such appointment. The two arbitrators thus appointed shall attempt to agree upon the appointment of a third arbitrator to serve as chairman of the arbitral tribunal. If said two arbitrators fail to agree upon the appointment of such third arbitrator within sixty (60) days after the Notification Date, the AAA shall make such appointment. The place of arbitration shall be Dallas, Texas, United States of America. The arbitral proceeding shall be conducted in the English language. To the extent that they may validly so agree, the parties hereby exclude any right of appeal to any court in connection with the arbitral award. Judgment 10 upon the arbitral award may be entered in any court having jurisdiction thereof or having jurisdiction over either party or either party's assets. The validity of this SECTION 5(k) shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards or the Inter-American Convention on International Commercial Arbitration, to which Mexico and the United States of America have adhered. All costs of arbitration and enforcement thereof, including reasonable attorneys' fees and court costs, costs of expert witnesses, transportation, lodging and meal costs of the parties and witnesses, costs of transcript preparation, and other reasonable and necessary direct and incidental costs shall be apportioned to one or both parties by a majority of the arbitrators as they deem appropriate. In the event any party to this Agreement commences legal proceedings to enforce the arbitral award, the expense of such litigation (including reasonable attorneys' fees and costs of court) shall be borne by the party not prevailing therein. [remainder of page intentionally left blank] 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.
LIBBEY, INC. By: /s/ Kenneth G. Wilkes ---------------------------------------------- Name: Kenneth G. Wilkes -------------------------------------------- Title: Vice President and Chief Financial Officer ------------------------------------------- VITRO, S.A. By: /s/ Claudio Del Ville ---------------------------------------------- Name: Claudio Del Ville -------------------------------------------- Title: Attorney in Fact -------------------------------------------