<PAGE>

                                                                     Exhibit 1.1

                                                     FINAL (ENGLISH TRANSLATION)

                     MAXCOM TELECOMUNICACIONES, S.A. DE C.V.

                       THIRD AMENDED AND RESTATED BY-LAWS

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
ARTICLE ONE. NAME..........................................................    3
ARTICLE TWO. PURPOSES......................................................    3
ARTICLE THREE. CORPORATE DOMICILE..........................................    4
ARTICLE FOUR. DURATION.....................................................    4
ARTICLE FIVE. NON-MEXICAN OWNERSHIP........................................    4
ARTICLE SIX. DEFINITIONS...................................................    5
ARTICLE SEVEN. DEFINITIONS CROSS REFERENCE TABLE...........................    8
ARTICLE EIGHT. CAPITAL STOCK AND RIGHTS RELATED THERETO....................    9
ARTICLE NINE. CHANGES TO CAPITAL AND PREEMPTIVE RIGHTS.....................   11
ARTICLE TEN. TRANSFER RESTRICTIONS, TAG-ALONG RIGHTS, DRAG-ALONG RIGHTS,
   PUBLIC OFFERING PROVISION; INVESTOR SPECIAL TAG-ALONG RIGHTS; GRUPO VAC
   COMPETITION RESTRICTION.................................................   12
ARTICLE ELEVEN. KEY MATTER APPROVALS.......................................   31
ARTICLE TWELVE. AUTHORITY OF SHAREHOLDERS..................................   36
ARTICLE THIRTEEN. SHAREHOLDERS' MEETINGS...................................   36
ARTICLE FOURTEEN. CALLING AND NOTICE OF SHAREHOLDERS MEETINGS..............   37
ARTICLE FIFTEEN. VOTING OF SHARES AND ACTION BY WRITTEN CONSENT............   37
ARTICLE SIXTEEN. DEPOSIT OF SHARES.........................................   38
ARTICLE SEVENTEEN. GENERAL ORDINARY SHAREHOLDERS' MEETINGS.................   38
ARTICLE EIGHTEEN. GENERAL EXTRAORDINARY SHAREHOLDERS' MEETINGS.............   38
ARTICLE NINETEEN. SPECIAL SHAREHOLDERS' MEETINGS...........................   38
ARTICLE TWENTY. REQUIRED SHAREHOLDER VOTES.................................   39
ARTICLE TWENTY-ONE. APPOINTMENT OF CHAIRMAN AND CONDUCT OF SHAREHOLDER
   MEETINGS................................................................   39
ARTICLE TWENTY-TWO. VOTING.................................................   39
ARTICLE TWENTY-THREE. COMPOSITION OF THE BOARD.............................   39
</TABLE>

<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE TWENTY-FOUR. TERM OF DIRECTORS.....................................   41
ARTICLE TWENTY-FIVE. QUALIFICATIONS OF BOARD MEMBERS.......................   41
ARTICLE TWENTY-SIX. BOARD MEETINGS.........................................   41
ARTICLE TWENTY-SEVEN. BOARD VOTING AND APPOINTMENT OF EXECUTIVE OFFICERS...   42
ARTICLE TWENTY-EIGHT. GENERAL BOARD POWERS.................................   42
ARTICLE TWENTY-NINE. COMPANY EXAMINER......................................   44
ARTICLE THIRTY. FISCAL YEAR................................................   44
ARTICLE THIRTY-ONE. REQUIRED FINANCIAL INFORMATION.........................   44
ARTICLE THIRTY-TWO. FINANCIAL STATEMENTS...................................   44
ARTICLE THIRTY-THREE. PROFITS..............................................   44
ARTICLE THIRTY-FOUR. LOSSES................................................   45
ARTICLE THIRTY-FIVE. NOTICE AND ESCHEAT....................................   45
ARTICLE THIRTY-SIX. DISSOLUTION............................................   45
ARTICLE THIRTY-SEVEN. SHAREHOLDER ACTION WITH RESPECT TO LIQUIDATION.......   45
ARTICLE THIRTY-EIGHT. NOTICE OF LIQUIDATION PROCEEDS.......................   46
ARTICLE THIRTY-NINE. LIQUIDATOR............................................   46
ARTICLE FORTY. SHAREHOLDERS' MEETINGS DURING LIQUIDATION...................   46
ARTICLE FORTY-ONE. EXCULPATION.............................................   46
ARTICLE FORTY-TWO. INDEMNIFICATION RIGHT...................................   46
ARTICLE FORTY-THREE. PROCEDURES............................................   47
ARTICLE FORTY-FOUR. NON-EXCLUSIVE RIGHT....................................   47
ARTICLE FORTY-FIVE. INSURANCE..............................................   47
ARTICLE FORTY-SIX. ADVANCEMENT OF EXPENSES.................................   48
ARTICLE FORTY-SEVEN. INDEMNIFICATION OF OTHERS.............................   48
ARTICLE FORTY-EIGHT. CONTRACTUAL RIGHT.....................................   48
ARTICLE FORTY-NINE. SUCCESSORS.............................................   48
ARTICLE FIFTY. COMPLIANCE WITH CERTAIN LAWS................................   48
ARTICLE FIFTY-ONE. CPO TRUSTEE, SALE OF THE COMPANY AND DRAG-ALONG SALE....   48
ARTICLE FIFTY-TWO. AMENDMENT OF THESE BYLAWS...............................   49
</TABLE>

EXHIBIT

Exhibit A   Company Guidelines


                                       ii

<PAGE>

                     MAXCOM TELECOMUNICACIONES, S.A. DE C.V.

                          AMENDED AND RESTATED BY-LAWS

                                  FIRST CHAPTER

                                  ORGANIZATION

ARTICLE ONE. Name.

The name of the Company shall be "MAXCOM TELECOMUNICACIONES", followed by the
terms "Sociedad Anonima de Capital Variable" (stock corporation with variable
capital) or the abbreviation thereof "S.A. de C.V."

ARTICLE TWO. Purposes.

The purpose of the Company is to engage in all lawful transactions and business
activities permitted by the General Business Corporation Law (Ley General de
Sociedades Mercantiles) of Mexico (as amended from time to time, the "General
Business Corporation Law"), as well as any other applicable provisions, as may
be determined from time to time by the board of directors of the Company (the
"Board"), including, without limitation, the installation or acquisition,
operation and exploitation of a public telecommunications network and/or
radio-spectrum frequency bands, in each case as concessioned by the Ministry of
Communications and Transportation, as well as the provision of auxiliary and
related services (including, without limitation, the provision of long-distance
national and international telecommunication services, public telephone, voice,
data, images, programs (including cable television programming) and Internet
transmission) and engaging in such other activities incidental or ancillary
thereto as the Board determines necessary or advisable.

The activities that the Company may also engage in shall include, without
limitation:

     (a)  The commercialization, purchase, sale, import, export,
          industrialization, distribution, manufacture, representation,
          concession, commission, lease of any kind of articles, goods, services
          and value-added secondary services, and the trade, in general, with
          any equipment, services and goods of any kind related to the
          communications industry.


                                       iii
<PAGE>

     (b)  The participation in the capital stock of business entities of any
          kind, Mexican or foreign, public or private, including the purchase
          and sale of shares of stock, interests or rights and, in general,
          participating in investments of any kind.

     (c)  The representation in Mexico, or abroad, as an agent, commission
          merchant, intermediary, or representative of all kind of
          organizations, companies, businesses, individuals or corporations,
          Mexican or foreign, public or private.

     (d)  The entering into contracts, agreements and undertakings of any kind,
          and the execution of commercial transactions and legal proceedings or
          professional acts of any kind in the line of business mentioned above,
          whether on behalf of the Company or in representation of third
          parties.

     (e)  The procurement and development for any legal reason of concessions,
          permits, franchises, licenses, authorizations, allotments, patents,
          trademarks, trade names and advertisements of any kind which
          contribute to the carrying out of the purposes of the Company.

     (f)  The issuance, acceptance, subscription, guarantee and endorsement, in
          any way, of any type of negotiable instruments and securities related
          to the Company's purposes, whether on behalf of the Company or of
          third parties.

     (g)  The acquisition, lease, sale, import, export, commercialization or,
          for any other legal reason, possession or exploitation personal
          property of any kind, real and personal rights, as well as real
          property necessary for the securing of the Company's purposes.

     (h)  The procurement of any type of credits for the execution of the
          Company's purposes.

     (i)  In general, the carrying out all of acts and executing any kind of
          contracts or agreements related to the Company's purposes.

ARTICLE THREE. Corporate Domicile.

The corporate domicile shall be Mexico City, Federal District; provided,
however, that other business offices may be established in other places in
Mexico or abroad.

ARTICLE FOUR. Duration.

The duration of the Company shall be unlimited.

ARTICLE FIVE. Non-Mexican Ownership.

     (a)  The Company is organized and existing under the laws of Mexico.
          Shareholders may be Mexican or any other foreign nationality;
          provided, however, that the capital stock of the Company held by
          non-Mexican Shareholders shall not exceed the maximum foreign
          investment percentage permitted under the Foreign Investment Law.

     (b)  The current and future foreign Shareholders irrevocably agree with the
          Ministry of Foreign Affairs to consider themselves as Mexican
          nationals (i.e., such foreign Shareholders shall have no additional
          rights as Shareholders based solely on their citizenship or country of
          domicile) with respect to (i) their Shares and (ii) the Company's
          properties, rights, governmental concessions (including any rights and
          obligations derived


                                       4

<PAGE>

          from the agreements entered into by the Company with the Mexican
          authorities), securities and interests. No current and future foreign
          Shareholders shall request intervention by any sovereign government
          into the business or affairs of the Company, under penalty of
          forfeiture of such Shareholder's Shares to the benefit of the Mexican
          nation if such Shareholder violates this undertaking. The undertaking
          set forth in this Section 5(b) shall be enforceable by the Ministry of
          Foreign Affairs.

                                 SECOND CHAPTER

                                   DEFINITIONS

ARTICLE SIX. Definitions.

The following capitalized terms, not defined elsewhere in these By-laws, shall
have the meanings set forth in this Article 6:

     "Affiliate" of any Person means any other Person controlling, controlled by
or under common control with such particular Person, and "control" means the
possession, directly or indirectly, of the power to direct the management,
policies, assets and ownerships of a Person, whether through the ownership of
voting securities, contract or otherwise.

     "Aguirre Group Investors" means, with respect to the Series A Shares only,
collectively, Adrian Aguirre G., Maria Guadalupe Aguirre G. and Maria Elena
Aguirre G., and their respective successors in interest and Permitted
Transferees.

     "BA Investors" means, collectively, BankAmerica International Investment
Corporation, BankAmerica Investment Corporation, BASCFC-Maxcom Holdings I, LLC,
BAS Capital Funding Corporation, Nexus-Maxcom Holdings I, LLC, Nexus-Banc of
America Fund II, L.P., Edward McCaffrey and their respective successors in
interest and Permitted Transferees.

     "Bachow Investors" means, collectively, Bachow Investment Partners III, LP
("BIP"), Bachow & Associates, Inc., each of the limited partners of BIP, the
general partner of BIP (and its limited partners and general partners), the
direct and indirect equity holders of any thereof, Paul S. Bachow, Salvatore A.
Grasso and Jay D. Seid and each of their respective successors and permitted
assigns and permitted transferees.

     "Bank of America" means, Bank of America Corporation and any successor in
interest thereto.

     "Company" means Maxcom Telecomunicaciones, S.A. de C.V., a Mexican stock
corporation with variable capital, and any successor-in-interest thereto.

     "CPO" means a certificate of participation issued to a beneficiary of the
trust established pursuant to the CPO Investment Trust Agreement.

     "CPO Investment Trust Agreement" means that certain Irrevocable Investment
Trust Agreement, dated as of April 29, 2002, by and among the Company and the
bank initially appointed by Company as the trustee thereunder, as such agreement
may be amended from time to time thereafter pursuant to its terms and the
restrictions set forth in these Bylaws.

     "CPO Trustee" means the trustee under the CPO Investment Trust Agreement
and any successor thereto.


                                       5

<PAGE>

     "Equity Securities" means any equity securities of an issuer or debt
securities of an issuer with equity features or other securities exercisable or
convertible into equity securities of such issuer or any of its subsidiaries
(including, without limitation, Options) or any other securities of such issuer
containing any profit participation features (including, without limitation,
stock appreciation rights and phantom stock).

     "Family Group", with respect to a natural person, means such natural
person's spouse, parents, siblings and descendents (whether natural or adopted)
and any trust solely for the benefit of such natural person and/or such natural
person's spouse and/or descendents (whether natural or adopted).

     "Grupo VAC Agreements" means the TR Purchase Agreement, the Holdback Trust
Agreement, CFE Credit Agreement, Security Trust Agreement, Securityholders'
Agreement, the Post-Closing Matters Side Letter Agreements, the Bansi Credit
Agreement, and any agreement between the Company or any of its Subsidiaries and
Sierra Communications Globales, S.A. de C.V.

     "Grupo VAC Investors" means Eduardo Vazquez Arroyo Carstens, Gabriel
Agustin Vazquez Arroyo Carstens, Alina Georgina Carstens de Vazquez Arroyo,
Telereunion International, S.A. de C.V., Controladora Profesional Regiomontana,
S.A. de C.V. and their respective successors in interest and Permitted
Transferees.

     "Grupo VAC Representative" means Eduardo Vazquez Arroyo Carstens so long as
he is a Grupo VAC Investor, and thereafter, such person as designated in writing
to the Company by the Grupo VAC Investors holding a plurality of all Shares held
of record by the Grupo VAC Investors.

     "Grupo VAC Threshold Percentage" means 11%; provided, however, that if,
after the date these Bylaws are adopted by the Shareholders, the Company issues
Shares as consideration for the acquisition by the Company or its subsidiaries
of the assets or capital stock of one or more companies, and as the result of
such issuance of Shares, the Grupo VAC Investors' beneficial ownership of
outstanding Shares is less than 11%, then the Grupo VAC Threshold Percentage
shall be 7%.

     "Holdback Trust Agreement" means the Irrevocable Administration and
Holdback Security Trust Agreement, dated as of July 20, 2006, as such agreement
may be amended from time to time thereafter pursuant to its terms, among the
Company, the Grupo VAC Investors and Banco Mercantil del Norte, S.A.,
Institucion de Banca Multiple, Grupo Financiero Banorte, as trustee.

     "Independent Third Party" means, at any applicable date of determination,
any Person, other than any holder of more than 5% of the Shares issued and
outstanding on such date; provided, however, that the Grupo VAC Investors and
their Affiliates shall be deemed Independent Third Parties hereunder for
purposes of the definition of "Sale of the Company."

     "Investors" means the Aguirre Group Investors, BA Investors, the Grupo VAC
Investors, the Bachow Investors, Latinvest Strategic Investment Fund, L.P., and
Credit Suisse First Boston Corporation. For purposes of the registration rights
set forth in Section 10(j), "Investor" also includes L.D. Coltrane, III, Michael
R. Coltrane, Samuel E. Leftwich and Thomas A. Norman.

     "Nexus" means, collectively, Nexus-Maxcom Holdings I, LLC and Nexus-Banc of
America Fund II, L.P. (together with any successor-in-interest).

     "Option" means a right, option or warrant to subscribe for or to purchase
any series of Shares.


                                       6

<PAGE>

     "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, or a governmental entity or any
department, agency or political subdivision thereof.

     "Post-Closing Matters Side Letter Agreement" 20has the meaning given to
such term in the TR Purchase Agreement.

     "Public Offering" means the consummation of a public offering (whether a
primary or a secondary offering) registered under the Mexican securities laws,
rules and regulations or the Securities Act of Shares, CPOs, certificates of
participation, American depositary receipts or other similar securities
representing an economic ownership interest in Shares.

     "Qualified Affiliate" of any Person means (i) any other Person 90% or more
of whose equity and other voting securities are beneficially owned by such
Person or (ii) any other Person who beneficially owns 90% or more of the equity
and other voting securities of such Person (it being understood that,
notwithstanding the foregoing, each of the BA Investors, Nexus Partners I, LLC
(and any private equity fund managed by Nexus Partners I, LLC) and any Affiliate
of Bank of America in which Bank of America holds, directly or indirectly, at
least a majority of the economic interests thereof shall be deemed to be
Qualified Affiliates of one another).

     "Qualified Public Offering" means a Public Offering that yields aggregate
net proceeds to the Company of at least U.S.$50,000,000 (fifty million U.S.
dollars).

     "Sale of the Company" shall mean any transaction or series of related
transactions involving (i) a sale of all or substantially all of the
consolidated assets of the Company to any Independent Third Party or group of
Independent Third Parties or (ii) a merger, recapitalization, or reorganization
of the Company, the sale or transfer of assets of, or any equity interest in, or
any securities convertible into or exchangeable for an equity interest, in the
Company, or other similar transaction or business combination involving the
Company, in each case after which at least a majority of the beneficial and
record ownership of the Shares then outstanding would be owned by any
Independent Third Party or group of Independent Third Parties.

     "Securities Act" means the U.S. Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

     "Security Trust Agreement" means the Third Amended and Restated Irrevocable
Administration and Security Trust Agreement, dated as of July 20, 2006 by and
among the Company, certain Shareholders and Bancomer, S.A., Institucion de Banca
Multiple, Grupo Financiero Bancomer, Direccion Fiduciaria, as trustee, as such
agreement may be further amended from time to time thereafter pursuant to its
terms.

     "Securityholders Agreement" means the Third Amended and Restated
Securityholders Agreement, dated as of July 20, 2006, as such agreement may be
amended from time to time thereafter pursuant to its terms, by and among the
Company and certain of the Shareholders and certain of the Company's
optionholders.

     "Shares" means, at any given time, collectively, the Company's (i) Series A
Shares, (ii) Series B Shares, (iii) Series N Shares, and (iv) any subsequently
authorized series or class of capital stock of the Company. For purposes of
clarification, CPOs are not Shares.

     "Shareholder" means any shareholder of the Company.

     "TR Purchase Agreement" means the Share Purchase and Sale Agreement, dated
as of July 20, 2006, by and among Telereunion International, S.A. de C.V.,
Controladora Profesional


                                       7

<PAGE>

Regiomontana, S.A. de C.V., Eduardo Vazquez Arroyo Carstens, Gabriel Agustin
Vazquez Arroyo Carstens, the Company and Maxcom Servicios Administrativos, S.A.
de C.V., as such agreement may be amended from time to time thereafter pursuant
to its terms.

     "Transfer" means, with respect to any interest, any direct or indirect
sale, exchange, transfer, assignment, pledge or other disposition (whether with
or without consideration and whether voluntarily or involuntarily or by
operation of law) of any such interest (including, without limitation, a
beneficial interest in such interest).

ARTICLE SEVEN. Definitions Cross Reference Table.

The following capitalized terms shall have the meanings set forth in the
corresponding section of these Bylaws:

<TABLE>
<CAPTION>
DEFINED TERM                                SECTION
------------                                -------
<S>                                         <C>
"Approved Plan"                             11(d)(iv)
"Board"                                     2
"Buyer"                                     8(m)(i)
"Committee"                                 23(d)
"Covered Person"                            41
"Drag-Along Sale"                           10(f)(i)
"Examiner                                   29
"Exempt Transfers"                          10(b)
"First Call Meeting"                        26(b)
"General Business Corporation Law"          2
"Grupo VAC Director"                        23(a)(i)
"Grupo VAC Key Matters"                     11(c)
"Grupo VAC Limited Offer"                   10(g)(vii)
"Grupo VAC Offer"                           10(g)(iii)
"Grupo VAC Offer Right Conditions"          10(g)(i)
"Grupo VAC RLO Notice"                      10(g)(vi)
"Grupo VAC ROFO Notice"                     10(g)(i)
"Indemnified Person"                        42
"Investor Transfer Notice"                  10(d)(i)
</TABLE>

<TABLE>
<CAPTION>
DEFINED TERM                                SECTION
------------                                -------
<S>                                         <C>
"Qualified Investor"                        10(d)(i)
"Registration Request"                      10(j)(i)
"Regulatory Amendments"                     8(f)
"Required Approvals"                        11(a)
"Recusal"                                   10(g)(xi)
"Restricted Matter"                         10(g)(xi)
"Restricted Persons"                        11(d)(ii)
"Restricted Share(s)"                       10(b)
"Restricted Share Transfer Consent"         10(b)
"RFR Free Transfer Period"                  10(c)(iii)
"ROFO Free Transfer Period"                 10(d)(iii)
"Second Call Meeting"                       14(e); 26(b)
"Series A Shares"                           8(b)
"Series A Directors"                        23(a)(i)
"Series B Shares"                           8(b)
"Series B Directors"                        23(a)(ii)
"Series N Shares"                           8(b)
"Special Tag-Along Right Notice"            10(l)(i)
"Special Tag-Along Window"                  10(l)(ii)
</TABLE>


                                       8

<PAGE>

<TABLE>
<CAPTION>
DEFINED TERM                                SECTION
------------                                -------
<S>                                         <C>
"Meeting Notice"                            14(c)
"Nexus Director"                            23(a)(ii)
"Nexus Key Matters"                         11(b)
"Non-CPO Shareholder"                       10(c)(i)
"Offer Notice"                              10(c)(i)
"Permitted Transferees"                     10(i)(iii)
"ROFO-RLO Free Period"                      10(g)(ii)
</TABLE>

<TABLE>
<CAPTION>
DEFINED TERM                                SECTION
------------                                -------
<S>                                         <C>
"Strategic Combination"                     10(g)(vi)
"Subsidiary Board"                          23(c)
"Tag-Along Right Notice"                    10(e)(i)
"Tag-Along Window"                          10(e)(ii)
"Transferring Non-Investor Shareholders"    10(c)
"Transferring Shareholder"                  10(e)
</TABLE>

                                  THIRD CHAPTER

                        CAPITAL STOCK AND SHARES OF STOCK

ARTICLE EIGHT. CAPITAL STOCK AND RIGHTS RELATED THERETO.

     (a)  The capital stock of the Company is divided into 2 (two) categories:
          Class I and Class II. The Shareholder registry book shall identify
          which Shares are included in Class I and which Shares are included in
          Class II. The capital stock of the Company represented by the Class I
          is fixed and cannot be withdrawn. The fixed portion of the capital
          stock of the Company is for the amount of Ps.$54,753,302.00 (Fifty
          four million seven hundred and fifty thousand three hundred and two
          Pesos 00/100), represented by 1,528,827 shares. The capital stock of
          the Company represented by the Class II is variable. There are no
          limitations on the number of Shares included in Class II that the
          Company may issue (other than the restrictions set forth below in
          Sections 8(c) through 8(e), 8(g) and 8(m)) or on the amount of capital
          represented by such Shares. The Shares representing Class II shall not
          have the withdrawal right referred to in Article 213 of the General
          Business Corporation Law.

     (b)  The capital stock of the Company shall be represented by shares which
          are nominative, common and no par value. The capital stock of the
          Company shall be divided into (i) full voting Series A Shares ("Series
          A Shares"); (ii) full voting Series B Shares ("Series B Shares"); and
          (iii) nonvoting Series N Shares ("Series N Shares").

     (c)  Series A Shares shall only be subscribed, acquired or owned by
          Mexicans.

     (d)  Subject to any applicable limitations on non-Mexican ownership set
          forth in the Foreign Investment Law and Article 12 of the Federal
          Telecommunications Law, Series B Shares and Series N Shares shall be
          freely subscribed, acquired and owned by Mexican and/or foreign
          investors.

     (e)  Until the Foreign Investment Law and Article 12 of the Federal
          Telecommunications Law no longer require that Mexicans own a majority
          of the voting stock of the Company, the outstanding Series A Shares
          shall represent at least 51% of the full voting Shares of the Company
          and effective control thereof


                                       9

<PAGE>

          and the outstanding Series B Shares may not represent more than 49% of
          the full voting Shares of the Company. Series N Shares may not
          represent more than 95% of the outstanding capital stock of the
          Company, unless otherwise authorized by the Ministry of Economy.

     (f)  If at any time the Foreign Investment Law and the Federal
          Telecommunications Law of Mexico are amended so as to permit the
          unrestricted ownership and/or control of the Company by 1 (one) or
          more foreign (i.e., non-Mexican) entities, upon the effectiveness of
          such amendments (the "Regulatory Amendments") the Shares shall be
          automatically converted on a one-to-one basis into a single series of
          common shares with voting rights determined on a pro rata basis based
          on all such common shares voting together as a single class. The
          Company and each Shareholder shall take all actions necessary or
          requested by Nexus or Bank of America in connection with effectuating
          the modifications to the Company's capital structure described in this
          Section 8(f).

     (g)  Subject to certain approval rights set forth herein and subject to the
          approval of the Shareholders at a Shareholders' meeting (with the
          prior authorization of the Ministry of Economy), the Company may issue
          limited voting and limited corporate rights shares, with full economic
          and/or preferential rights.

     (h)  Pursuant to the Foreign Investment Law, the Series N Shares shall not
          be included in any determination of the foreign ownership of Shares,
          nor shall the Series N Shares be included in determining a quorum for
          general, ordinary, extraordinary or special Shareholders' meetings,
          except as required by applicable law; provided, however, that in
          connection with any Shareholders' meeting where the holders of Series
          N Shares are entitled to vote on a specific matter, the Series N
          Shares entitled to vote on such specific matter shall be counted in
          determining a quorum of the Shareholders voting on such matter.

     (i)  The provisional or definitive Share certificates shall cover 1 (one)
          or more Shares and shall bear the signatures of 2 (two) members of the
          Board, which may be signed in facsimile under the terms of Section
          VIII of Article 125 of the General Business Corporation Law.

     (j)  The Company's Share certificates shall comply with the requirements
          set forth in Article 125 of the General Business Corporation Law and,
          for purposes of dividend payments and for the exercise of other
          monetary rights, numbered coupons may be adhered. A summary of the
          restrictions and undertakings set forth in Article 5 above and a
          summary of this Article 8 shall be included in the provisional and
          definitive Share certificates.

     (k)  Definitive Share certificates shall be issued by the Company to its
          Shareholders within 365 calendar days after any subscription or
          issuance of Shares of the Company with respect thereto. Until
          definitive Share certificates are issued, provisional certificates,
          which shall always bear the holder's name, shall be issued, and shall
          be exchanged for the definitive Share certificates upon issuance
          thereof.

     (l)  Shares shall be paid by the subscribers under the terms and conditions
          approved in the corresponding Shareholders' meeting approving the
          issuance of such Shares.

     (m)  In addition to the Transfer restrictions provided for in these Bylaws,
          if a Person intends to Transfer, subscribe for or otherwise acquire
          Shares, in each case, representing 10% or more (or such other higher
          or lower percentage, if any, as then


                                       10

<PAGE>

          required under applicable Mexican law) of the outstanding capital
          stock of the Company:

          (i)  Such Person shall provide written notice thereof to the Company
               (and the Company shall inform the Board and Ministry of
               Communications and Transportation) which notice shall include the
               information regarding the identity of the Person proposing to
               acquire the Shares (the "Buyer").

          (ii) In addition, as a condition to any such Transfer, the Buyer shall
               be required to provide the Ministry of Communications and
               Transportation with such information as is reasonably required by
               the Ministry of Communications and Transportation to analyze such
               Buyer. In the case of a Buyer that is an entity, such Buyer shall
               also be required to identify the individuals that, directly or
               indirectly, own 10% or more (or such other higher or lower
               percentage, if any, as then required under applicable Mexican
               law) of the capital stock of such entity.

          (iii) If the Transfer, subscription, or acquisition has not been
               opposed by the Ministry of Communications and Transportation
               during the applicable review period by the Ministry of
               Communications and Transportation, such Transfer, subscription,
               or acquisition shall be considered approved by the Ministry of
               Communications and Transportation.

          (iv) Only those Transfers, subscriptions, or acquisitions approved (or
               not opposed) by the Ministry of Communications and
               Transportation, (provided, however, that with respect to any
               Transfers, such Transfers shall have complied with the Transfer
               restrictions contained in these Bylaws) shall be recorded in the
               Company's Shareholder registry book, without prejudice of the
               authorizations demanded from other authorities under the
               applicable provisions.

          (v)  Without prejudice to any other notices required under these
               Bylaws, notice as provided above shall not be required when the
               subscription or Transfer is only of Series N Shares (or other
               neutral investment Shares issued under the Foreign Investment
               Law) or when the increases in capital are subscribed by the
               Shareholders themselves; provided, however, that with respect to
               a subscription by Shareholders, each Shareholder's proportionate
               interest in the Company remains the same after such subscription.

          (vi) To the extent applicable, the substance (or a summary) of the
               provisions of this Section 8(m) shall be reflected on the
               definitive or provisional Share certificates issued by the
               Company.

ARTICLE NINE. Changes to Capital and Preemptive Rights.

     (a)  Subject to Article 11 hereof, any increase or decrease in the minimum
          fixed capital stock of the Company shall be resolved by a General
          Extraordinary Shareholders' Meeting in accordance with this Bylaws,
          the General Law of Business Corporations (including article 132
          therewith), as well as any other applicable provision of law.

     (b)  Subject to Article 11 hereof, any increase or decrease in the variable
          portion of the capital stock of the Company may be resolved by a
          General Ordinary Shareholders' Meeting in accordance with this Bylaws,
          the General Law of Business Corporations, as well as any other
          applicable legal provision.


                                       11
<PAGE>

     (c)  Increases in capital stock shall be through the issuance of Shares in
          the corresponding series, subject to the provisions of the Foreign
          Investment Law and Article 12 of the Federal Telecommunications Law.
          Increases in capital stock through the issuance of Series N Shares, or
          any other neutral investment shares, may not, when aggregated with the
          then outstanding Series N Shares and any other investment neutral
          shares represent more than 95% of the outstanding capital stock of the
          Company.

     (d)  In connection with any issuance by the Company of capital stock or
          similar equity securities, the Shareholders shall have only the
          minimum preemptive rights granted pursuant to applicable Mexican law,
          including article 132 of the General Law of Business Corporations. The
          Company, through the Board or the Secretary of the Board, shall notify
          the Shareholders of the issuance by the Company of capital stock or
          similar equity securities through a written notice delivered to the
          Shareholders of record (including the CPO Trustee and any other
          trustee holding shares on behalf of any beneficial owner of Shares) or
          through publication in one of the following newspapers: (i) the
          Official Gazette of the Federation, (ii) the "Negocios" section of the
          "Reforma" or (iii) "El Financiero."

ARTICLE TEN. Transfer Restrictions, Tag-Along Rights, Drag-Along Rights, Public
Offering Provision; Investor Special Tag-Along Rights; Grupo VAC Competition
Restriction.

     (a)  Transfer of Shares. No Shareholder shall Transfer any Shares (or any
          interest therein) (or any interest therein) except pursuant to the
          provisions of this Article 10. Any Transfer in violation of this
          Article 10 shall be null and void ab initio and shall not be consented
          to, recognized or registered by the Company for any purpose.

     (b)  Restricted Share Transfer Consent. Except for Transfers to (i)
          Permitted Transferees, (ii) pursuant to a Sale of the Company or (iii)
          of Shares registered in a Public Offering (collectively, "Exempt
          Transfers"), no Shareholder shall Transfer any Series A Shares or
          Series B Shares (the "Restricted Shares"), without the prior written
          approval of Nexus, solely in its capacity as a Shareholder (and
          without any fiduciary duty to the Company or any of the Company's
          Shareholders) which consent may be withheld for any reason or no
          reason (the "Restricted Share Transfer Consent"). If the Restricted
          Share Transfer Consent is obtained with respect to a proposed
          Transfer, the transferring holder of such Restricted Shares shall also
          comply with the requirements of Sections 10(c) (if a Non-Investor),
          10(d) (if an Investor), 10(e), 10(f) and 10(g).

     (c)  Rights of First Refusal on Transfers by Non-Investors. Except for an
          Exempt Transfer, at least 30 (thirty) days prior to any Transfer of
          any Shares by any Shareholder other than an Investor (the
          "Transferring Non-Investor Shareholders"):

          (i)  Such Shareholder shall deliver written notice thereof (the "Offer
               Notice") to the Secretary of the Board who shall then promptly
               deliver such Offer Notice (but in any event within 5 (five) days)
               to each of the other Shareholders (other than the CPO Trustee)
               (the "Non-CPO Shareholders"), at the registered addresses of such
               Shareholders on file with the Company, disclosing the number of
               Shares to be Transferred, the proposed price, terms and
               conditions of the Transfer and the identity of the prospective
               transferee(s) who would acquire such Shares (if known at such
               time).

          (ii) The Non-CPO Shareholders may elect to purchase all (but not less
               than all) of the Shares to be Transferred on the same terms and
               conditions as those


                                       12

<PAGE>

               set forth in the Offer Notice. Each Non-CPO Shareholder desiring
               to participate shall give written notice within 30 (thirty) days
               after the Offer Notice has been given to the Secretary of the
               Board to the Transferring Non-Investor Shareholder of the maximum
               number of Shares that such Non-CPO Shareholder desires to
               purchase. If the Non-CPO Shareholders elect to purchase all such
               Shares thereunder, the Transfer of such Shares shall be
               consummated as soon as possible after the delivery of the
               purchase election notice(s) to the transferring Investor, but in
               no event later than 15 (fifteen) days after the expiration of
               such 30-day right of first refusal election period. If the
               aggregate number of Shares desired to be purchased by
               participating Non-CPO Shareholders exceeds the number of Shares
               to be Transferred pursuant to the Offer Notice, each Non-CPO
               Shareholders shall be entitled to purchase a pro rata number of
               Shares based on the Shares held by each such participating
               Non-CPO Shareholder.

          (iii) If, within 30 (thirty) days after the delivery of the Offer
               Notice, the Non-CPO Shareholders have not elected to purchase all
               of the Shares specified in the Offer Notice, the Transferring
               Non-Investor Shareholders may Transfer the Shares specified in
               the Offer Notice to the transferee(s) specified in the Offer
               Notice at a price and on terms no more favorable to the
               transferee(s) than are specified in the Offer Notice for a period
               of no more than 90 (ninety) days after the 30th day after
               delivery of the Offer Notice (the "RFR Free Transfer Period").
               Any Shares not Transferred within such 90-day period shall remain
               subject to the provisions of this Section 10(c).

          (iv) If an electing Shareholder is not permitted under applicable
               Mexican law to hold the amount or type of Shares which such
               electing Shareholder would be otherwise entitled to purchase upon
               the exercise of its rights under this Section 10(c) (e.g. because
               such Shareholder is not Mexican), then such electing Shareholder
               may designate another purchaser who is qualified under Mexican
               law to purchase such Shares or, at its election, such electing
               Shareholder may request the Company to agree (to the extent
               permitted under Mexican law) to exchange such Shares to be
               purchased by such electing Shareholder (pursuant to the exercise
               of its rights under this Section 10(c)) for other securities of
               the Company which such Shareholder is permitted to purchase and
               which have identical rights as such Shares being transferred;
               provided, however, that, in order to comply with applicable law,
               the voting rights of such securities may be limited to the
               minimum level necessary to effect such compliance.

     (d)  Right of First Offer on Transfers by Investors (other than BA
          Investors).

          (i)  Except for an Exempt Transfer or a Transfer to a Grupo VAC
               Investor pursuant to its exercise of rights under Section 10(g),
               if any Investor other than a BA Investor desires to transfer any
               Shares, such Investor shall deliver written notice thereof (the
               "Investor Transfer Notice") to the Secretary of the Board who
               shall, within 3 (three) business days, deliver a copy thereof to
               each Investor holding at least 1% of the Shares then outstanding
               (a "Qualified Investor"), at the registered addresses of such
               Qualified Investor on file with the Company, disclosing the type
               and number of Shares sought to be transferred, the proposed price
               of the Transfer and other material economic terms of the proposed
               Transfer.


                                       13

<PAGE>

          (ii) The Qualified Investors may elect to purchase all (but not less
               than all) such Shares to be Transferred on a pro rata basis
               (determined on the basis of number of Shares held by each such
               Qualified Investor) and at the same price specified in the
               Investor Transfer Notice. Each Qualified Investor desiring to
               participate shall give written notice to such transferring
               Investor within 30 (thirty) days after the Investor Transfer
               Notice has been given to the Secretary of the Board of the
               maximum number of Shares that such Qualified Investor desires to
               purchase. If the Qualified Investors elect to purchase all such
               Shares thereunder, the Transfer of such Shares shall be
               consummated as soon as possible after the delivery of the
               purchase election notice(s) to the transferring Investor, but in
               no event later than 30 (thirty) days after delivery of the
               applicable purchase election notice. If the aggregate number of
               Shares required to be purchased by participating Qualified
               Investors exceeds the number of Shares to be Transferred pursuant
               to the Investor Transfer Notice, each Qualified Investor shall be
               entitled to purchase a pro rata number of Shares based on the
               Shares held by each such participating Qualified Investor.

          (iii) If the electing Qualified Investors have not elected to purchase
               all of the Shares specified in the Investor Transfer Notice, the
               transferring Investor may, for a period (the "ROFO Free Transfer
               Period") of 180 days after the expiration of such period,
               Transfer the Shares specified in the Investor Transfer Notice to
               1 (one) or more parties at a price and on other material economic
               terms no more favorable to the transferees thereof than as set
               forth in the Investor Transfer Notice. Any such Shares specified
               in the Investor Transfer Notice that are not transferred within
               such 180-day period shall remain subject to the provisions of
               this Section 10(d).

          (iv) If an electing Qualified Investor is not permitted under
               applicable Mexican law to hold the amount or type of Shares to
               which such electing Qualified Investor would be otherwise
               entitled to purchase upon the exercise of its rights under this
               Section 10(d), then such electing Qualified Investor may
               designate another purchaser who is qualified under Mexican law to
               purchase such Shares or, at its election, such electing Qualified
               Investor may request the Company to agree (to the extent
               permitted under Mexican law) to exchange such Shares to be
               purchased by such electing Qualified Investor (pursuant to the
               exercise of its rights under this Section 10(d)) for other
               securities of the Company which such Qualified Investor is
               permitted to hold and which have identical rights as those being
               Transferred; provided, however, that, in order to comply with
               applicable law, the voting rights of such securities may be
               limited to the minimum level necessary to effect such compliance.

     (e)  Participation (Tag-Along) Rights in Transfers.

          (i)  If a Shareholder desires to Transfer any Shares (a "Transferring
               Shareholder") other than pursuant to an Exempt Transfer, which
               shall be governed by 10(f), 10(h), 10(i), 10(j) and 10(l) as
               applicable, such Shareholder shall deliver written notice thereof
               (the "Tag-Along Right Notice") to the Secretary of the Board, and
               the Secretary of the Board shall then promptly (but in any event
               within 5 (five) days or, to the extent necessary to comply with
               requirements of applicable law, such longer period as reasonably
               determined by the Board (including the approval of at least 1
               (one) Nexus Director)) deliver to the other Shareholders (other
               than


                                       14

<PAGE>

               the CPO Trustee unless such Transfer constitutes a Sale of the
               Company, in which case the CPO Trustee shall be entitled to
               receive notice of and participate in such Transfer), at the
               registered addresses of such Shareholders on file with the
               Company, such Tag-Along Right Notice (which notice may be given
               simultaneously with any notice required to be delivered pursuant
               to Sections 10(c), 10(d) and 10(g)), disclosing the number of
               Shares to be Transferred, the proposed price, terms and
               conditions of the Transfer (including, without limitation, a
               description of any expense, escrow, holdback, earn-out, indemnity
               or similar obligations to which the participating Shareholders
               shall be responsible), the identity of the prospective
               transferee(s) (if known at such time) and whether such
               Shareholder's participation right is subject to adjustment as a
               result of Sections 10(c), 10(d) or 10(g) (i.e., the tag-along
               rights shall only apply to the Shares that the Transferring
               Shareholder is entitled to Transfer after first complying with
               the requirements of Section 10(c), 10(d), or 10(g), as
               applicable).

          (ii) All eligible Shareholders (other than the CPO Trustee unless such
               Transfer constitutes a Sale of the Company) may elect to
               participate on a pro rata basis (based on the number of Shares)
               in the contemplated Transfer described in the Tag-Along Right
               Notice by giving written notice to the Transferring Shareholder
               within the longer of (i) 20 (twenty) days after delivery of the
               Tag-Along Right Notice to the Company or (ii) 3 (three) business
               days after the beginning of the RFR Free Transfer Period, if
               applicable (the "Tag-Along Window"). Each such Shareholder may
               participate in the contemplated Transfer at the same price and,
               subject to clause (vi) below, on the same terms specified in the
               Tag-Along Right Notice; provided, however, that if a Shareholder
               holds more than 1 (one) class or series of Shares, such
               Shareholder's rights under this Section 10(e) to participate in
               such Transfer shall be allocated proportionately among all of the
               Shares owned by such Shareholder (e.g. if a Transfer pursuant to
               a Tag-Along-Right Notice is contemplated, a Shareholder holding
               1,000 Series B Shares and 1,000 Series N Shares would be required
               to Transfer an equal number of both Series B and Series N
               Shares). The failure to deliver notice electing to participate
               within a Tag-Along Window shall be deemed an automatic and
               complete waiver of all rights to participate in such Transfer
               pursuant to this Section 10(e). In connection with any Transfer,
               each Shareholder's participation rights therein (with respect to
               the absolute number of Shares) is subject to adjustment as a
               result of Sections 10(c), 10(d), and 10(g) (i.e., the tag-along
               rights shall only apply to the Shares that the Transferring
               Shareholder is entitled to Transfer after first complying with
               the requirements of Sections 10(c), 10(d), and 10(g)).

          (iii) If no Shareholder elects to participate in the contemplated
               Transfer (either by giving notice to such effect or failing to
               give notice within the Tag-Along Window), then, pursuant to and
               on the terms substantially as described in the Tag-Along Right
               Notice, the Transferring Shareholder may Transfer such Shares to
               the Person(s) specified in the Tag-Along Right Notice for a
               period equal to (A) the remaining RFR Free Transfer Period, if
               applicable, (B) the remaining ROFO Free Transfer Period, if
               applicable, (C) 180 days after the expiration of the Tag-Along
               Window if the proposed Transfer described in the Tag-Along Notice
               is pursuant to Section 10(g) or (D) 120 days after the expiration
               of the Tag-Along Window if the proposed Transfer of Shares
               described in the Tag-Along


                                       15

<PAGE>

               Notice was not subject to Sections 10(c), 10(d) or 10(g);
               provided, however, that there will be an automatic 60-day
               extension of such 120-day period to the extent that regulatory
               approvals for a Transfer have not been obtained within such
               original 120-day period. If the Transferring Shareholder fails to
               Transfer such Shares described in the Tag-Along Notice within
               such applicable period, the Transferring Shareholder shall not
               Transfer such Shares without again complying with the provisions
               of this Section 10(e).

          (iv) No Transferring Shareholder shall Transfer any of its Shares to
               any prospective transferee if such prospective transferee
               declines to allow the participation of the other Shareholders on
               the terms provided in this Section 10(e), unless and only to the
               extent that the prospective transferee may not hold such other
               Shareholder's Shares because of ownership restrictions on such
               Shares imposed by these Bylaws or applicable Mexican law.

          (v)  The rights of Shareholders to participate in a Transfer as set
               forth in this Section 10(e) are subject to the satisfaction of
               the following conditions: (A) each participating Shareholder will
               only be required to make affirmative representations and
               warranties only as to (1) due power and authority to enter into
               the agreement and transactions contemplated thereby, (2)
               non-contravention of any agreement to which it is a party or by
               which it is bound, and (3) good and valid title to the equity
               securities to be transferred (or, in the case of beneficial
               ownership of the Shares through a trust, good and valid title to
               the certificates of participation in such trust), free and clear
               of any and all liens, claims, pledges, options and restrictions
               of any kind whatsoever (other than as contemplated hereby and by
               the Securityholders Agreement), (B) the participating
               Shareholders shall be severally obligated to share, on a pro rata
               basis (based on such Shareholder's share of the aggregate
               proceeds paid with respect to the Shares sold in such
               transaction), any expense, escrow, holdback, earn-out, indemnity
               or similar obligation that the Transferring Shareholder has
               agreed to in connection with such Transfer (but, with respect to
               each participating Shareholder, not in excess of the
               consideration such Shareholder is entitled to receive in
               connection with its participation in the transaction), and with
               respect to any contingent post-closing indemnity or other
               obligations, any proceeds a Shareholder is entitled to receive in
               connection with its participation pursuant to this Section 10(e)
               in a Transfer shall be subject to a holdback obligation unless
               such Shareholder provides such purchaser with assurances and/or
               collateral, in form and substance satisfactory to such purchaser,
               as such purchaser may require; provided, however, that any
               assurances or collateral provided by the Transferring Shareholder
               and/or the other participating Shareholders may differ from
               Shareholder to Shareholder (it being understood and permitted,
               that certain Shareholders (including, without limitation, the BA
               Investors and/or the Grupo VAC Investors) may only be required to
               sign an agreement or indemnity without any holdback obligations),
               and (C) if the purchaser of the Shares requires the Transferring
               Shareholder and the other participating Shareholders to execute
               any ancillary purchase or other agreements, each participating
               Shareholder shall be required, as a condition to its
               participation rights in such Transfer, to execute all such
               agreements, subject to the requirements set forth in the
               preceding sentence; provided,


                                       16

<PAGE>

               however, that in no event shall any Shareholder be required to
               execute a non-competition or non-solicitation agreement.

          (vi) To the extent that a Shareholder holds Shares subject to
               restrictions on ownership pursuant to these Bylaws or applicable
               Mexican law (e.g., Series A Shares may only be owned by
               Mexicans), such Shareholder will only be eligible to Transfer
               such restricted Shares pursuant to this Section 10(e) to
               purchasers who are eligible to own such restricted Shares.

          (vii) The CPO Trustee is not entitled to participate pursuant to the
               tag-along rights in this Section 10(e) in any Transfer other than
               a Transfer that constitute a Sale of the Company.

          (viii) The tag-along rights in this Section 10(e) shall not apply to
               any Drag-Along Sale.

     (f)  Drag Along Rights.

          (i)  If, at any time or from time to time, Nexus and/or Bank of
               America desires that Maxcom and its Shareholders approve and
               consummate a Sale of the Company (and regardless of the
               percentage of outstanding Shares then owned or proposed to be
               sold by the BA Investors in such Sale of the Company) so long as
               the percentage of the BA Investors' Shares proposed to be
               included in any such Sale of the Company is proportional to the
               percentage of each other Shareholder's Shares proposed to be
               included in such Sale of the Company prior to giving effect to
               any restrictions on non-Mexican ownership of Shares (e.g., if the
               BA Investors propose to sell 51% of their Shares, each of the
               other Shareholders shall be required to sell 51% of such
               Shareholders' Shares), Nexus and/or Bank of America may so elect
               to require Maxcom and its Shareholders to consummate and approve
               the terms and conditions of a "Drag-Along Sale". In connection
               with any Drag-Along Sale, (1) the Grupo VAC Investors shall have
               the rights of first offer set forth in Section 10(g) and (2)
               regardless of whether such Drag-Along Sale is to the Grupo VAC
               Investors or another purchaser:

          (A)  The Company shall cooperate with Nexus and Bank of America and
               take all actions in connection with the consummation of the
               Drag-Along Sale as requested by the Board, Nexus or Bank of
               America, including, without limitation, retaining such legal and
               financial advisors (including, without limitation, investment
               bankers, as may deemed necessary or appropriate by Nexus and/or
               Bank of America (and/or the Board) to assist the Company in
               structuring and consummating such Drag-Along Sale (and, if
               requested by Nexus or Bank of America, the Company and such
               advisors shall conduct an auction of the Company by contacting
               multiple prospective purchasers to consummate a Sale of the
               Company).

          (B)  At the request of Nexus and/or Bank of America, each of the
               Company's Shareholders and the beneficial owners of Shares shall
               (and shall cause any director on the Board designated by such
               Shareholder to) vote in favor of, consent to and raise no
               objections against such Drag-Along Sale and the Company and each
               Shareholder (other than the CPO Trustee) and beneficial owner of
               Shares shall take all other actions in connection with the
               consummation of the Drag-Along Sale as requested by the Board,
               Nexus or Bank of America including entering into purchase
               agreements,


                                       17

<PAGE>

               carrying out due diligence, calling Shareholder meetings, voting
               in favor, proxies, and exercising and/or terminating all options.

          (C)  If the Drag-Along Sale is structured as (i) a merger or
               consolidation of the Company, or other transaction triggering
               Shareholder rights, then each Shareholder shall waive any
               dissenters' rights or similar rights in connection with such
               merger or consolidation (and each optionholder shall be required
               to exercise or consent to the cancellation of any of its Options
               in connection with such Drag-Along Sale) or (ii) as a sale of
               Shares, then, in each case, each Shareholder shall agree to sell
               all (or, in the case of a Drag-Along Sale of less than all of the
               Shares, its pro rata share) of its Shares and, to the extent
               included in a Drag-Along Sale, rights to acquire Shares. The
               Company shall use its best efforts to cause each Option, unless
               exercised prior to the consummation of a Drag-Along Sale, to be
               cancelled immediately prior to the consummation of a Drag-Along
               Sale without any additional consideration required to be paid
               therefor, and in connection therewith, each Shareholder holding
               any Options shall consent to such a cancellation of any Options
               it holds in connection with a Drag-Along Sale (i.e., to the
               extent not exercised prior to the consummation of such Drag-Along
               Sale).

          (D)  Each beneficial owner of Shares, other than any holder of CPOs,
               shall use its best efforts to cause the voting power of its
               Shares to be voted for (or to consent to) a Drag-Along Sale.

          (E)  In connection with a Drag-Along Sale:

          (i)  The obligations of the Shareholders with respect to the
               Drag-Along Sale are subject to the receipt by each Shareholder of
               its pro rata share of the aggregate consideration payable to all
               Shareholders and in-the-money optionholders in such Drag-Along
               Sale.

          (ii) In connection with a Drag-Along Sale, (A) each Shareholder
               (including the CPO Trustee) will be required to make affirmative
               representations and warranties only as to (1) due power and
               authority to enter into the agreement and transactions
               contemplated thereby, (2) non-contravention of any agreement to
               which it is a party or by which it is bound, and (3) good and
               valid title to the Shares to be Transferred, free and clear of
               any and all liens, claims, pledges, options and restrictions of
               any kind whatsoever (other than as set forth herein) and (B) the
               Shareholders and any in-the-money optionholders shall be
               severally obligated to share, on a pro rata basis (based on such
               holder's share of the aggregate proceeds paid with respect to the
               Shares and in-the-money Options in such Drag-Along Sale) in any
               expense, escrow, holdback, earn-out, indemnity or similar
               obligation that Nexus or the Company has agreed to in connection
               with such Drag-Along Sale (but, with respect to each
               participating Shareholder and optionholder, not in excess of the
               consideration such holder is entitled to receive in connection
               with its participation in the Drag-Along Sale), and with respect
               to any contingent post-closing indemnity or other obligations,
               any proceeds a Shareholder or optionholder is entitled to receive
               in connection with a Drag-Along Sale shall be subject to a
               holdback obligation unless such holder provides such purchaser
               with assurances and/or collateral, in form and substance
               satisfactory to the purchaser in such Drag-Along Sale; provided,
               however, that any assurances or collateral provided


                                       18

<PAGE>

               by Nexus and/or the other participating Shareholders and
               optionholders may differ from holder to holder (it being
               understood and permitted that certain Shareholders (including,
               without limitation, the BA Investors and/or the Grupo VAC
               Investors) and optionholders may only be required to sign an
               agreement or indemnity without any holdback obligations), and (C)
               Company and each participating Shareholder shall cooperate with
               Bank of America and Nexus and take such additional action as may
               be requested by Bank of America or Nexus or as required by
               applicable law. If the purchaser in a Drag-Along Sale requires
               Nexus and the other participating Shareholders and optionholders
               to execute any ancillary purchase or other agreements, each such
               participating holder (other than with respect to the CPO Trustee)
               shall be required to execute all such agreements, subject to the
               requirements set forth in the preceding sentence.

          (iii) To the extent that a Shareholder holds Shares subject to
               restrictions on ownership pursuant to these Bylaws or applicable
               Mexican law, it will only be obligated to Transfer to purchasers
               who are eligible to own such restricted Shares; provided,
               however, that in connection with a Drag-Along Sale, the purchaser
               shall have the right to assign its right to purchase such
               restricted Shares to a different purchaser who is eligible to own
               such restricted Shares (for the same consideration and on the
               same terms and conditions (other than as to restrictions on
               ownership) as the other Shares being sold in the Drag-Along
               Sale).

     (g)  Grupo VAC Right of First Offer on Certain Transfers and Limited Offer
          Right on Certain Sale of Company Transactions.

          (i)  So long as (A) the Grupo VAC Investors at such time collectively
               own at least the Grupo VAC Threshold Percentage of the issued and
               outstanding Shares, (B) a ROFO-RLO Free Period is not then in
               effect, (C) the Grupo VAC Director (and its alternate), the Grupo
               VAC Representative, the Grupo VAC Investors, their respective
               Affilitiates, and, to the extent applicable under Section
               10(g)(xi), their respective representatives and agents, have
               complied (and are complying) with the Recusal requirements set
               forth in Section 10(g)(xi) and (D) the Grupo VAC Representative's
               and the Grupo VAC Investors' rights under this Section 10(g) have
               not been terminated pursuant to Section 10(g)(ix) or Section
               10(n) (collectively, the "Grupo VAC Offer Right Conditions"), if
               Nexus or Bank of America is considering or desires to (1)
               Transfer all of the Shares owned beneficially or of record by the
               BA Investors to any Person (or related Persons) other than (x) to
               a Permitted Transferee or other Qualified Affiliate of Bank of
               America or (y) a Transfer only of Shares registered in a Public
               Offering, (2) Nexus or Bank of America desires to exercise its
               rights under Section 10(f) to cause a Drag-Along Sale or (3)
               approve a sale for cash of all or substantially all of the
               consolidated assets of the Company, Nexus and/or Bank of America
               shall first deliver written notice of such proposed action
               ("Grupo VAC ROFO Notice") to the Grupo VAC Representative,
               disclosing the type and number of Shares sought to be Transferred
               and other material economic terms of the proposed Transfer (or if
               such transaction is a sale of all or substantially all of the
               consolidated assets of the Company, a description of the material
               economic terms of such proposed sale), including whether or not
               such proposed Transfer (or asset sale, as applicable) is in
               connection with an offer from a third-party to


                                       19

<PAGE>

               acquire such Shares or assets that was not solicited by the
               Company, Nexus or Bank of America (an "Unsolicited Transfer").

          (ii) For purposes of this Section 10(g), a "ROFO-RLO Free Period"
               shall exist if the Company, Nexus and/or Bank of America delivers
               a Grupo VAC ROFO Notice or a Grupo VAC RLO Notice and either (1)
               the Grupo VAC Representative declines or otherwise fails to
               deliver a valid Grupo VAC Offer or Grupo VAC Limited Offer, as
               the case may be, or (2) Nexus rejects, declines or otherwise does
               not accept such Grupo VAC Offer or Grupo VAC Limited Offer
               (provided, however, for purposes of clarification, that the
               conditions on Section 10(g)(iv) and 10(g)(v) shall continue to
               apply to a rejected Grupo VAC Offer during the ROFO-RLO Free
               Period). The length of the ROFO-RLO Period shall be (A) 180 days
               following the date of rejection of a Grupo VAC Offer, (B) 210
               days following the delivery of the Grupo VAC ROFO Notice if the
               Grupo VAC Representative does not deliver a valid Grupo VAC Offer
               (or otherwise fails to comply with Section 10(g)(iv)) and (C) 210
               days following the delivery of a Grupo VAC RLF Notice if (x) Bank
               of America, Nexus and the BA Investors decline to accept for any
               reason such Grupo VAC Limited Offer or decline to enter into the
               purchase agreement related to such Grupo VAC Limited Offer or (y)
               Grupo VAC does not, for any reason, deliver a purchase offer
               related to such Grupo VAC Limited Offer that complies with
               Section 10(g)(vii).

          (iii) Upon receipt of a Grupo VAC ROFO Notice, the Grupo VAC
               Representative shall be entitled to make to Bank of America, the
               BA Investors and Nexus an irrevocable and binding written offer
               (a "Grupo VAC Offer") on behalf of the Grupo VAC Investors to
               purchase for U.S. dollars cash all (but not less than all) of the
               Shares (or assets, if applicable) described in such Grupo VAC
               ROFO Notice; provided, however, that any such Grupo VAC Offer
               must be delivered to Bank of America, the BA Investors and Nexus
               (A) within 10 (ten) business days after receipt of a Grupo VAC
               ROFO Notice related to any proposed Unsolicited Transfer or (B)
               within 30 calendar days after receipt of a Grupo VAC ROFO Notice
               related to all other proposed Transfers (and all other proposed
               asset sales). To constitute a valid Grupo VAC Offer, it shall
               include a fully executed purchase agreement (other than the BA
               Investors' countersignatures) that (1) only requires
               representations, warranties and obligations by the BA Investors
               (or, if an asset sale, only representations, warranties and
               obligations by the Company) consistent with those described in
               Section 10(f)(ii) of these Bylaws and (2) does not include any
               closing conditions other than receipt of required regulatory
               approvals and delivery by the BA Investors of the Shares owned by
               the BA Investors ((or, if an asset sale, delivery of title to the
               applicable assets), free and clear of any liens or encumbrances.
               Promptly following the BA Investors' written acceptance (or, if
               an asset sale, the Company's written acceptance) of a Grupo VAC
               Offer, the Grupo VAC Investors shall consummate such purchase and
               Transfer as soon as possible, but in no event later than 30
               (thirty) calendar days (or such longer period as mutually agreed
               to among the Grupo VAC Representative, Nexus and Bank of America)
               after the Grupo VAC Representative's receipt of the BA Investors'
               acceptance (or, if an asset sale, the Company's written
               acceptance) of such Grupo VAC Offer, subject to the receipt of
               any required regulatory approvals.


                                       20

<PAGE>

          (iv) Following (1) the receipt of a Grupo VAC Offer if Bank of
               America, Nexus or the BA Investors (or, if an asset sale, the
               Company) elect not to accept such Grupo VAC Offer or (2) the
               expiration of the periods set forth in Section 10(g)(iii) to make
               a valid Grupo VAC Offer if Grupo VAC does not, for any reason,
               deliver a purchase offer that complies with Section 10(g)(iii),
               then, for a period of (A) 180 days after the date of rejection of
               a Grupo VAC Offer by the BA Investors (or, if an asset sale, for
               a period of 180 days after the date of rejection by the Company
               of such Grupo VAC Offer) or (B) 210 days after the delivery of
               the Grupo VAC ROFO Notice if the Grupo VAC Representative does
               not deliver a valid Grupo VAC Offer (or otherwise fails to comply
               with Section 10(g)(iii)), the Company (to the extent applicable),
               Nexus, Bank of America and the BA Investors (or, with respect to
               an asset sale, the Company) may, either, at their option, (x)
               Transfer the BA Investors' Shares (or, if an asset sale, transfer
               or sell the applicable assets) specified in the Grupo VAC ROFO
               Notice to 1 (one) or more parties at a price and on other
               economic terms no more favorable to such parties (taken together
               with the pricing as a whole) than those offered by the Grupo VAC
               Representative in the Grupo VAC Offer for such Shares (or, if an
               asset sale, for the applicable assets) or (y) enter into a
               transaction that would otherwise require the prior delivery of a
               Grupo VAC RLO Notice.

          (v)  If a ROFO-RLO Free Period exists only as the result of the
               delivery of a Grupo VAC RLO Notice in which a valid Grupo VAC
               Limited Offer and purchase agreement were received from the Grupo
               VAC Representative in response to such Grupo VAC RLO Notice (and
               Section 10(g)(vii) was otherwise fully complied with) and such
               Grupo VAC Limited Offer was rejected or otherwise declined by
               Bank of America, Nexus and the BA Investors, then if Nexus or
               Bank of America desires to enter into a transaction that would
               otherwise require the delivery of a Grupo VAC ROFO Notice under
               Section 10(g)(i) (a "Covered Transaction"), at the option of
               Nexus and Bank of America, either (A) notwithstanding the
               existence of a ROFO-RFL Free Period, deliver a Grupo VAC ROFO
               Notice with respect to such proposed Covered Transaction or (B)
               enter into and consummate such Covered Transaction at a per share
               price and on other economic terms no more favorable the acquirer
               (taken together with the pricing as a whole) than those offered
               by the Grupo VAC Representative in the Grupo VAC Limited Offer
               (it being understood that the foregoing shall in no way require
               that a Covered Transaction include 100% of the outstanding Shares
               of Maxcom or that any Shareholder other than the BA Investors
               sell their Shares). For purposes of clarification, the preceding
               sentence does not modify the requirement that if a Covered
               Transaction is structured as a Drag-Along Sale, the BA Investors'
               Shares proposed to be included in such Drag-Along Sale will be
               proportional to the percentage of each other Shareholder's Shares
               proposed to be included in such Drag-Along Sale.

          (vi) So long as the Grupo VAC Offer Right Conditions have been
               satisfied, if Nexus, Bank of America or the BA Investors is
               considering or desires to enter into (directly or through the
               Company) a letter of intent (or a binding agreement) with an
               Independent Third Party regarding a potential merger,
               recapitalization, or reorganization of the Company after which
               (A) at least a majority of the beneficial and record ownership of
               the Shares then outstanding would be owned by such Independent
               Third Party and (B) the


                                       21

<PAGE>

               BA Investors would continue to own, beneficially or of record,
               Shares (a "Strategic Combination"), then either the Company or
               Nexus shall provide the Grupo VAC Representative with at least 5
               (five) business days written notice of such intention to enter
               into such a letter of intent or agreement with respect to such
               potential Strategic Combination ("Grupo VAC RLO Notice"). The
               Grupo VAC RLO Notice shall only be required to disclose the fact
               that Nexus, Bank of America, the BA Investors or the Company may
               enter into a letter of intent or agreement with respect to a
               Strategic Combination and, to the extent known at such time and
               if the disclosure of which is not otherwise contractually
               restricted, the identity of the proposed parties to the Strategic
               Combination and the estimated pro forma equity ownership of the
               Company after giving effect to such proposed Strategic
               Combination. Other than the disclosure requirements set forth in
               the preceding sentence, the Grupo VAC RLO Notice shall not be
               required to disclose any of the terms of any proposed Strategic
               Combination.

          (vii) Upon receipt of a Grupo VAC RLO Notice, the Grupo VAC
               Representative shall be entitled to make to Bank of America, the
               BA Investors and Nexus an irrevocable and binding written offer
               on behalf of the Grupo VAC Investors to purchase for U.S. dollars
               cash all (but not less than all) of the Shares then outstanding
               (a "Grupo VAC Limited Offer"). Bank of America, Nexus and the BA
               Investors shall be free to accept or reject any Grupo VAC Limited
               Offer, it being understood that the valuations and terms
               (economic and non-economic) included in any Grupo VAC Limited
               Offer shall not affect or restrict (A) the ability of the
               Company, Bank of America, Nexus and the BA Investors to enter
               into or consummate any Strategic Combination or (B) the terms and
               conditions of any Strategic Combination that may be accepted by
               the Company, Nexus and/or the BA Investors (i.e., the Company,
               Nexus and the BA Investors may elect to enter into a Strategic
               Combination that is economically inferior to the economic terms
               set forth in a Grupo VAC Limited Offer). If the Grupo VAC
               Representative makes a Grupo VAC Limited Offer acceptable to
               Nexus, the BA Investors and Bank of America, then the Grupo VAC
               Representative shall promptly, and in any event within 5 (five)
               business days after notice by either Nexus or Bank of America
               that the Grupo VAC Limited Offer's valuation and terms are
               acceptable, deliver a fully executed purchase agreement with
               respect to such Grupo VAC Limited Offer (other than the BA
               Investors' countersignatures) that (1) only requires
               representations, warranties and obligations by the participating
               Shareholders (or, if an asset sale, only representations,
               warranties and obligations by the Company) consistent with those
               described in Section 10(f)(ii) of these Bylaws and (2) does not
               include any closing conditions other than receipt of required
               regulatory approvals and delivery by the Shareholders of the
               Shares, free and clear of any liens or encumbrances. Promptly
               following the BA Investors' written acceptance of any such Grupo
               VAC Limited Offer purchase agreement, the Grupo VAC Investors
               shall consummate such purchase and Transfer as soon as possible,
               but in no event later than 30 (thirty) calendar days (or such
               longer period as mutually agreed to among the Grupo VAC
               Representative, Nexus and Bank of America) after the acceptance
               of such Grupo VAC Limited Offer purchase agreement, subject to
               the receipt of any required regulatory approvals.


                                       22

<PAGE>

          (viii) Following (1) the receipt of a Grupo VAC Limited Offer if the
               BA Investors elect not to accept such Grupo VAC Limited Offer or
               (2) the expiration of the periods set forth in Section 10(g)(vi)
               to make a valid Grupo VAC Limited Offer and deliver a binding
               purchase agreement contract that complies with the requirements
               set forth in Section 10(g)(vi)) if (A) Bank of America, Nexus and
               the BA Investors decline to accept for any reason such Grupo VAC
               Limited Offer or decline to enter into the purchase agreement
               related to such Grupo VAC Limited Offer or (B) Grupo VAC does
               not, for any reason, deliver a purchase offer related to such
               Grupo VAC Limited Offer that complies with Section 10(g)(vi),
               then for a period of 210 days from the date of delivery of the
               Grupo VAC RLF Notice, the Company, Nexus, Bank of America and the
               BA Investors may, at Nexus's and the BA Investors' option, either
               (x) enter into a letter of intent and/or an agreement with
               respect to a Strategic Combination or (y) subject to Section
               10(g)(v), enter into a transaction that would otherwise require
               the prior delivery of a Grupo VAC ROFO Notice.

          (ix) If, for any reason, the Grupo VAC Representative or any Grupo VAC
               Investor attempts to rescind or otherwise revoke any Grupo VAC
               Offer or Grupo VAC Limited Offer or if the Grupo VAC Investors
               fail for any reason to consummate the purchase of the BA
               Investors' Shares (or, if an asset sale, the purchase of the
               subject assets) after acceptance of a Grupo VAC Offer or Grupo
               VAC Limited Offer, the Grupo VAC Representatives and the Grupo
               VAC Investors' rights pursuant to this Section 10(g) shall be
               terminated automatically, with respect to such offer and all
               future offers, and without any further action by the Company,
               Nexus, Bank of America or any BA Investor and the Grupo VAC
               Representative and Grupo VAC Investors shall have no further
               rights thereafter with respect to this Section 10(g). For
               purposes of clarification, an amendment of a Grupo VAC Offer that
               only improves the terms of such Grupo VAC Offer or Grupo VAC
               Limited Offer for the BA Investors (e.g., an increase in the
               consideration) shall not be treated as a revocation of such Grupo
               VAC Offer or Grupo VAC Limited Offer.

          (x)  For purposes of clarification, Nexus and Bank of America may (but
               shall not be required to) deliver a Grupo VAC ROFO Notice and/or
               Grupo VAC RLO Notice at any time, including, without limitation,
               prior to Nexus, Bank of America and/or the Company initiating
               discussions with any other Persons, retaining advisors or
               soliciting other parties with respect to a transaction involving
               a (1) Transfer of all of the Shares owned beneficially or of
               record by the BA Investors, (2) Drag-Along Sale or (3) Sale of
               the Company, including, without limitation, a Strategic
               Combination; provided, however, that any required Grupo VAC ROFO
               Notice or Grupo VAC RLO Notice must still be given within the
               respective time periods for delivery thereof in this Section
               10(g).

          (xi) Notwithstanding anything herein to the contrary, any exercise of
               the rights under this Section 10(g) is subject to and conditioned
               upon the Recusal of the Grupo VAC Director (and its alternate),
               as well as the Grupo VAC Representative, Grupo VAC Investors and
               their respective Affiliates, representatives and agents (but,
               with respect to such representatives and agents, only to the
               extent that such representatives or agents are working for or on
               behalf of any of the Grupo VAC Director (or its alternative), the
               Grupo VAC Representative, any Grupo VAC Investor and/or any of
               their


                                       23

<PAGE>

               respective Affiliates), from any meeting, telephone conference,
               videoconference, deliberation, analysis, or other discussion by
               the Board or the Company's officers and any vote by Board (or any
               Committee) regarding any of (1) a Sale of the Company (including,
               without limitation, any Strategic Combination), (2) a Drag-Along
               Sale, (3) a Transfer of all the Shares owned beneficially or of
               record by the BA Investors to any Person (or related Persons)
               other than a Permitted Transferee or other Qualified Affiliate of
               Bank of America, (4) any letter of intent or agreement related to
               such a Sale of the Company, Drag-Along Sale or Transfer by the BA
               Investors, (5) any Grupo VAC Offer, (6) any Grupo VAC Limited
               Offer or (6) any other transaction which would be subject to the
               rights set forth in this Section 10(g) (collectively, the
               "Restricted Matters"). If any Grupo VAC Director (or its
               alternate), the Grupo VAC Representative, any Grupo VAC Investor
               or any of their respective representatives or agents fails to
               Recuse himself or itself from a Restricted Matter, then the Grupo
               VAC Investors and the Grupo VAC Representative shall have no
               rights under this Section 10(g) with respect to such Restricted
               Matter. For purposes of clarification, the Grupo VAC Investors
               and the Grupo VAC Representative may affirmatively waive (in
               writing) their rights under this Section 10(g) with respect to a
               specific Restricted Matter transaction (as opposed to all
               Restricted Matters) and in such event, the Grupo VAC Investors
               and the Grupo VAC Representative shall have no rights under this
               Section 10(g) with respect to such Restricted Matter transaction
               and the Recusal requirements of this Section 10(g)(xi) would not
               apply to such Restricted Transaction and the Grupo VAC Investors
               and Grupo VAC Director (and its alternate) each shall not be
               prohibited from participating in the discussions related to such
               Restricted Matter in their respective capacities as a Shareholder
               or a director of the Company. "Recusal" means, with respect to a
               Person, that such Person shall not (A) attend or participate in
               any meeting, telephone conference, videoconference, deliberation,
               analysis, or other discussion by the Board or the Company's
               officers or any vote by the Board (or any Committee) regarding
               any Restricted Matter or (B) receive or review any materials
               (including, without limitation, (x) copies of any agreement
               (regardless of whether in draft or final form), including,
               without limitation, any letter of intent or purchase agreement),
               any proposal, analysis, opinion, memorandum, presentation or
               summary, (y) any summaries or minutes of any meeting of the
               Company's officers, the Board and/or Committee or (z) any written
               resolutions adopted by the Company's Board or any Committee)
               related to a Restricted Matter. The Recusal requirement set forth
               in this Section 10(g)(xi) shall not prevent the Grupo VAC
               Representative or any Grupo VAC Investor from requesting
               financial information regarding the Company from the Company's
               officers in connection with the preparation of a Grupo VAC Offer
               or Grupo VAC Limited Offer. Nothing in this Section 10(g)(xi)
               shall affect the Grupo VAC Investor's rights to Transfer any
               Shares owned by the Grupo VAC Investors.

     (h)  Agreement Regarding Indirect Transfers. Notwithstanding the foregoing,
          no Shareholder shall avoid the provisions of these Bylaws by (i)
          making a Transfer to a Permitted Transferee and then disposing of or
          transferring all or any portion of such Shareholder's interest in any
          such Permitted Transferee, (ii) transferring ownership interest of
          such Shareholder or (iii) by entering into any other transaction
          intended to avoid or otherwise circumvent the provisions of this
          Article 10. In addition, the provisions of this Section 10(h) shall
          apply to the Transfer of


                                       24

<PAGE>

          any beneficial interests, equity interests or other ownership
          interests in (1) any trust (including any Permitted Transferee and
          successor thereof) that holds any Shares, assuming for purposes of
          this Section 10(h) that references to the "Company" herein are
          references to such trust (including any Permitted Transferee and
          successor thereof) and that references to a "Shareholder" and
          "optionholder" are references to the beneficiaries thereof, (2)
          Nexus-Maxcom Holdings I LLC (so long as it holds any Shares) assuming
          for purposes of this Section 10(h) that references to the "Company"
          herein are references to Nexus-Maxcom Holdings I, LLC (including any
          Permitted Transferee and successor thereof) and that references to a
          "Shareholder" are references to the members thereof, and (3)
          BASCFC-Maxcom Holdings I LLC (so long as it holds any Shares).

     (i)  Permitted Transferees. Notwithstanding anything to the contrary
          contained herein, the restrictions set forth in Sections 10(a) through
          10(e), 10(g), 10(h) and 10(k) of this Article shall not apply to any
          Transfer of any Shares or Options:

          (i)  in the case of an individual Shareholder, pursuant to applicable
               laws of descent or among such Shareholder's Family Group;

          (ii) by and among (1) the Shareholders and (2) the Shareholders and/or
               their Qualified Affiliates; provided, however, that if such
               Qualified Affiliate ceases to be a Qualified Affiliate, such
               Qualified Affiliate shall promptly reconvey any such Shares or
               Options back to the transferring Shareholder(s) or
               optionholder(s), as applicable (or otherwise comply with the
               requirements and obligations set forth in this Article 10)); and

          (iii) by and among the BA Investors and/or Bank of America and its
               Qualified Affiliate (the Persons specified in clauses (i) through
               (iii) of this Section 10(i) are collectively referred to herein
               as "Permitted Transferees").

     With respect to any Transfer of Shares or Options to a Permitted
     Transferee, the restrictions contained in this Article 10 shall continue to
     apply to such Shares and Options held by such Permitted Transferee. For
     purposes of clarification, any Transfer by a Qualified Investor to another
     Qualified Investor shall be subject to Section 10(l).

     (j)  Public Offering Provisions. Nexus and Bank of America each may, at any
          time and from time to time, require that the Company take all
          requisite actions necessary or advisable in the opinion of Nexus or
          Bank of America, at the Company's expense to consummate 1 (one) or
          more Public Offerings, on terms and conditions acceptable to Nexus and
          Bank of America and enable each BA Investor to freely sell its Shares.
          At any time following the sixth anniversary of a Qualified Public
          Offering and from time to time thereafter, the Grupo VAC
          Representative shall have the right to require that the Company take
          all requisite actions necessary or advisable in the opinion of the
          Grupo VAC Investor, at the Company's expense to consummate 1 (one) or
          more Public Offerings, on terms and conditions acceptable to the Grupo
          VAC Investor and enable each Investor to freely sell its Shares.

          (i)  In connection with any Public Offering requested by Nexus, Bank
               of America or the Grupo VAC Representative, (A) the Company shall
               be obligated to become a public company under the securities laws
               applicable to such Public Offering and take such additional
               actions as may be requested by Nexus and/or Bank of America (or,
               with respect to any Pubic Offering properly requested by the
               Grupo VAC Representative, such additional actions as may be
               requested by the Grupo VAC Representative)


                                       25

<PAGE>

               in connection with such Public Offering or as required by
               applicable law to cause the Company to become a public company
               (including entering into underwriting agreements in customary
               form in connection with any registered Public Offering) and (B)
               each of the Shareholders shall cooperate fully with the Company
               and the Company's underwriters and take such additional actions
               as may be requested by Nexus and/or Bank of America in connection
               with such Public Offering (or, with respect to any Pubic Offering
               properly requested by the Grupo VAC Representative, such
               additional actions as may be requested by the Grupo VAC
               Representative in connection with such Public Offering) or as
               required by applicable law to cause the Company to become a
               public company.

          (ii) At any time and from time to time, at the request of Nexus or
               Bank of America (each such request, a "Registration Request"),
               the Company shall take all requisite actions at the Company's
               expense to permit the Investors to sell, as soon as practicable,
               the Shares held by them pursuant to a registered Public Offering
               (which may involve the registration of Equity Securities
               representing an economic ownership interest in such Shares) and
               to enable such holders to freely Transfer their Shares in the
               appropriate market as registered securities under applicable
               securities law, as soon as practicable after such Registration
               Request. At any time following the sixth anniversary of a
               Qualified Public Offering and from time to time thereafter, the
               Grupo VAC Representative shall have the right to deliver a
               Registration Request on behalf of all of the Investors.

          (iii) In connection with any underwritten Public Offering, Nexus and
               Bank of America shall be entitled to select the investment banker
               and manager of such Public Offering (i.e., the managing
               underwriter); provided, however, that Nexus and Bank of America
               shall consult with the Grupo VAC Representative with respect to
               the selection of the managing underwriter for any Public Offering
               properly requested by the Grupo VAC Representative.

          (iv) Within 10 (ten) business days after receipt of a Registration
               Request, the Company shall give written notice thereof to each
               other Investor and, shall, subject to the terms set forth in this
               section and to any underwriter cut-backs, include in such
               registration such number of Shares held by the Investors for
               which the Company has received written requests for inclusion
               within 15 (fifteen) business days after the receipt of the
               Company's notice of such registration.

          (v)  The Company shall provide a transfer agent and registrar for the
               Equity Securities registered in a Public Offering. Nexus and Bank
               of America (and, with respect to any Public Offering properly
               requested by the Grupo VAC Representative, the Grupo VAC
               Representative) shall each have the right to request that any
               such Equity Securities (at the Company's expense) be registered
               at the National Registry of Securities and Intermediaries of the
               National Banking and Securities Commission of Mexico. In
               connection with any registration and Public Offering, the Company
               and the holders of Equity Securities shall use their respective
               reasonable best efforts to cause the Company to effect the
               registration of any such registered Equity Securities and shall
               take all such actions to enable the Investors to sell their
               Equity Securities in a public sale, or otherwise freely Transfer
               their Equity Securities without restrictions (other than any such


                                       26

<PAGE>

               restrictions required by the underwriters of all holders of
               Equity Securities participating in such offering), in accordance
               with the Mexican securities laws and/or, to the extent
               applicable, United States federal and state securities laws and
               others. The Company for this purpose shall assist each Investor
               in connection with such public sale and shall furnish all
               information which Nexus, Bank of America, such Investor or the
               managing underwriters deem necessary or desirable to be disclosed
               in any prospectus to be distributed in connection with such
               public sale. Each Investor shall be entitled to participate in
               each Public Offering on a pro rata basis (based on the aggregate
               Equity Securities requested by all Investors to be included in
               such Public Offering), subject to any cut-backs required by the
               underwriters in any underwritten offering. In addition, in
               connection with any secondary offering of the Equity Securities,
               the Investors will be entitled to participate in such secondary
               offering prior to any other Shareholder. If a primary or
               secondary offering is an underwritten offering and if the Board,
               Nexus and Bank of America reasonably determine, based upon the
               written advice of the managing underwriter(s), that the number of
               Equity Securities requested to be included in such offering
               exceeds the number of such securities which can be sold therein
               without adversely affecting the marketability of the offering,
               the Company will include in such registration (A) the number and
               type of Equity Securities requested by the Investors to be
               included which in the opinion of such underwriters, can be sold
               pro rata among the Investors without adverse effect on the basis
               of the number of Equity Securities to be registered held by each
               such Investor and (B) other Equity Securities requested to be
               included in such registration, pro rata among the holders of such
               Equity Securities on the basis of the number of Equity Securities
               held by each such Shareholder. Notwithstanding anything herein to
               the contrary, until the earlier of (i) such time as the BA
               Investors beneficially own less than five percent (5%) of the
               then outstanding Shares or (ii) the sixth anniversary of a
               Qualified Public Offering, the Grupo VAC Investors shall only be
               entitled to participate in an underwritten offering (or similar
               registration) of Shares after the inclusion in any such
               underwritten offering (or similar registration) of all of the
               Shares owned by the other Investors that are requested to be so
               included by the other Investors in such underwritten offering (or
               similar registration) of Shares.

          (vi) If so requested by the underwriters managing any such offering,
               (A) no holder of Equity Securities shall, directly or indirectly,
               Transfer or offer or agree to Transfer (other than to Affiliates
               and/or equityholders of such holders who agree to be similarly
               bound) any such Equity Securities during the 30 (thirty) days
               prior to and the 180-day period beginning on the expected
               effective date of any registered Public Offering (other than with
               respect to any securities actually being sold in such Public
               Offering); provided, however, that following a Qualified Public
               Offering the lock-up period for any subsequent Public Offering
               shall be the 30 (thirty) days prior to and the 90-day period
               beginning on the expected effective date of any registered Public
               Offering and (B) each holder of Equity Securities shall, if
               requested by the Company, execute a lock-up agreement consistent
               with the terms of the preceding clause (A), subject to the
               approval by Nexus or Bank of America of the terms of such lock-up
               agreement. In each case, the Company shall use its commercially
               reasonable efforts to notify all record Shareholders of the exact
               date of any lock-up period to which such holders are subject. Any
               attempted Transfer of Equity Securities in violation of


                                       27

<PAGE>

               these provisions shall be null and void ab initio and shall not
               be consented to or recognized or registered by the Company for
               any purpose.

          (vii) At the request of Nexus at any time following a Qualified Public
               Offering (or the Grupo VAC Representative at any time following
               the sixth anniversary of a Qualified Public Offering), the
               Company shall use its best efforts to file with the Securities
               and Exchange Commission a shelf registration statement pursuant
               to Rule 415 promulgated under the Securities Act.

          (viii) Following a Public Offering, upon the reasonable request of any
               Shareholder, the Company shall, at its expense, provide such
               Shareholder a reasonable number of copies of the registration
               statement and prospectus relating to the registered Equity
               Securities of the Company.

          (ix) The Company will provide reasonable and customary indemnification
               to each participating Shareholder (including such participant's
               directors, officers and employees) in a registered Public
               Offering, for losses caused by any material misstatement or
               omission in any registration statement or prospectus provided by
               the Company to such participating Shareholder for use in
               connection with a resale of Shares, except insofar as such losses
               are caused by a material misstatement or omission based upon
               information relating to information furnished to the Company by
               any of the participating Shareholders. As a condition to
               participating in any registered Public Offering, each
               participating Shareholder will provide reasonable and customary
               indemnification (in form and substance satisfactory to Nexus) to
               the Company and its directors, officers, and affiliates but only
               with reference to information relating to such participating
               Shareholder furnished to the Company by or on behalf of such
               participant expressly for use in any registration statement or
               prospectus.

     (k)  Shares held by CPO Trustee. Any Shares held of record by the CPO
          Trustee may not be directly Transferred by the CPO Trustee without the
          consent of the Board (including at least 1 (one) Nexus Director);
          provided, however, that nothing in this Article 10 shall restrict the
          Transfer of any CPOs in accordance with the Trust Agreement.

     (l)  Participation Right (Tag-Along Rights) on Transfers by Qualified
          Investors to other Qualified Investors.

          (i)  In connection with any Transfer by a Qualified Investor to a
               Permitted Transferee, if such Transfer is to a Permitted
               Transferee that is a Qualified Investor that is not a Qualified
               Affiliate of the transferring Qualified Investor (and other than
               a Transfer pursuant to a Drag-Along Sale or a Transfer to the
               Grupo VAC Investors pursuant to Section 10(g)), then (A) the
               other Qualified Investors shall have the right to participate in
               such Transfer pursuant to this Section 10(l), (B) such
               transferring Qualified Investor shall deliver written notice
               thereof (the "Special Tag-Along Right Notice") to the Secretary
               of the Board, and (C) the Secretary of the Board shall then
               promptly (but in any event within 5 (five) days) deliver to the
               other Qualified Investors, at the registered addresses of such
               Qualified Investor on file with the Company, such Special
               Tag-Along Right Notice, disclosing the number of Shares to be
               Transferred, the proposed price, terms and conditions of the
               Transfer (including, without limitation, a


                                       28

<PAGE>

               description of any expense, escrow, holdback, earn-out, indemnity
               or similar obligations to which the participating Shareholders
               shall be responsible) and the identity of the prospective
               transferee(s).

          (ii) All Qualified Investors may elect to participate on a pro rata
               basis (based on the number of Shares) in the contemplated
               Transfer described in the Special Tag-Along Right Notice by
               giving written notice to the transferring Qualified Investor
               within 20 (twenty) days after delivery of the Special Tag-Along
               Right Notice to the Company (the "Special Tag-Along Window").
               Each such Qualified Investor may participate in the contemplated
               Transfer at the same price and, subject to clause (vi) below, on
               the same terms specified in the Special Tag-Along Right Notice;
               provided, however, that if a Qualified Investor holds more than 1
               (one) class or series of Shares, such Qualified Investor's rights
               under this Section 10(l) to participate in such Transfer shall be
               allocated proportionately among all of the Shares owned by such
               Qualified Investor (e.g. if a Transfer pursuant to a Special
               Tag-Along-Right Notice is contemplated, a Qualified Investor
               holding 1,000 Series B Shares and 1,000 Series N Shares would be
               required to Transfer an equal number of both Series B and Series
               N Shares). The failure to deliver notice electing to participate
               within a Special Tag-Along Window shall be deemed an automatic
               and complete waiver of all rights to participate in such Transfer
               pursuant to this Section 10(l).

          (iii) If no Qualified Investor elects to participate in the
               contemplated Transfer (either by giving notice to such effect or
               failing to give notice within the Special Tag-Along Window),
               then, pursuant to and on the terms substantially as described in
               the Special Tag-Along Right Notice, the transferring Qualified
               Investor may Transfer such Shares to the other Qualified
               Investor(s) specified in the Special Tag-Along Right Notice for a
               period equal to 120 days after the expiration of the Special
               Tag-Along Window; provided, however, that there will be an
               automatic 60-day extension of such 120-day period to the extent
               that regulatory approvals for a Transfer have not been obtained
               within such original 120-day period. If the transferring
               Qualified Investor fails to Transfer such Shares to such other
               Qualified Investor as described in the Special Tag-Along Notice
               within such applicable period, the transferring Qualified
               Investor shall not Transfer such Shares to such Qualified
               Investor without again complying with the provisions of this
               Section 10(l).

          (iv) No transferring Qualified Investor shall Transfer any of its
               Shares to another Qualified Investor that is not a Qualified
               Affiliate of the transferring Qualified Investor if such
               prospective transferee declines to allow the participation of the
               other Qualified Investors on the terms provided in this Section
               10(l), unless and only to the extent that the prospective
               transferee may not hold such other Qualified Investors' Shares
               because of ownership restrictions on such Shares imposed by these
               Bylaws or applicable Mexican law.

          (v)  The right of each Qualified Investor to participate in a Transfer
               pursuant to this Section 10(l) is subject to such Qualified
               Investor's satisfaction of the same conditions set forth in
               Section 10(e)(v) for participation in a Transfer under Section
               10(e) (i.e., the same limitations on the representations and


                                       29

<PAGE>

               warranties, indemnification obligations, execution of ancillary
               documents, etc. will apply to the participating Qualified
               Investors).

          (vi) To the extent that a Qualified Investor holds Shares subject to
               restrictions on ownership pursuant to these Bylaws or applicable
               Mexican law (e.g., Series A Shares may only be owned by
               Mexicans), such Qualified Investor will only be eligible to
               Transfer such restricted Shares pursuant to this Section 10(l) to
               purchasers who are eligible to own such restricted Shares.

     (m)  Restriction on Competition by Grupo VAC Investors. As a condition to
          the Grupo VAC Investors' rights under Article 11, Section 23(a)(i) and
          Article 32 of these Bylaws, during the five-year period beginning on
          the Closing Date (as defined in the TR Purchase Agreement), the Grupo
          VAC Investors will not and shall cause each of their Affiliates not
          to, directly or indirectly, (A) participate in any business that is
          competitive with the telecommunications businesses conducted or
          proposed to be conducted in Mexico or the United States as of the
          Closing Date by the Company, any of its subsidiaries or any TR Company
          (as defined in the TR Purchase Agreement), including, without
          limitation, using all or any portion of the Two FO Strands (as defined
          in the TR Purchase Agreement) in a manner that directly or indirectly
          competes with the Company's telecommunications business (including,
          without limitation, leasing or otherwise commercializing the Two FO
          Strands) or (B) own any interest in, operate, manage, join, control,
          finance, participate in the ownership, management, operation or
          control of, or be paid or employed by, or acquire any securities of,
          or otherwise become associated with or provide assistance to, as an
          employee, consultant, director, officer, shareholder, partner, member,
          agent, associate, principal, creditor, representative or in any other
          capacity, any sole proprietorship or business entity engaged either
          directly or indirectly in competition with the telecommunications
          businesses conducted or proposed to be conducted by Company or the TR
          Companies as of the Closing Date; provided, however, that the
          foregoing shall not prohibit or restrict the ability of the Grupo VAC
          Investors and their respective Affiliates to collectively own,
          beneficially or of record, less than five percent (5%) of any
          publicly-traded corporation. The Grupo VAC Investors understand and
          acknowledge that their rights under Article 11, Section 23(a)(i) and
          Article 32 of these Bylaws shall be automatically terminated upon any
          violation of this Section 10(m).

     (n)  Termination.

          (i)  The restrictions on Transfer contained in Section 10(b) shall
               terminate upon the earliest to occur of (A) the consummation of a
               Sale of the Company, (B) the consummation of a Qualified Public
               Offering in which all the Shares owned beneficially by the BA
               Investors are registered and sold, (C) subject to the prior
               written consent thereto of Nexus, upon the requirement of the
               managing underwriter in connection with a Qualified Public
               Offering, (D) the effectiveness of the Regulatory Amendments and
               the modifications to the Company's capital structure described in
               Section 8(f), and (E) upon the agreement of the Board and Nexus
               to so terminate.

          (ii) The right of first refusal set forth in Section 10(c) shall
               terminate upon the earliest to occur of (A) the consummation of a
               Sale of the Company, (B) the effectiveness of the Regulatory
               Amendments and the modifications to the Company's capital
               structure described in Section 8(f), and (C) upon the agreement
               of the Board and Nexus to so terminate such restrictions.


                                       30
<PAGE>

          (iii) The requirements contained in Sections 10(d), 10(e), 10(f),
               10(g) and 10(l) shall terminate upon the earliest to occur of (A)
               the consummation of a Sale of the Company, (B) the consummation
               of a Qualified Public Offering in which all the Shares owned
               beneficially by the BA Investors are registered and sold;
               provided, however, that in the case of any termination of the
               requirements contained in Section 10(d), 10(e) or 10(l) pursuant
               to this clause (B), that the Grupo VAC Investors also agree to
               such termination, (C) subject to the prior consent thereto of
               Nexus, upon the written requirement of the managing underwriter
               in connection with a Qualified Public Offering, and (D) upon the
               agreement of the Board, Nexus and the Grupo VAC Representative to
               so terminate all or any of the requirements in such sections of
               these Bylaws.

          (iv) The restrictions on Transfer contained in Section 10(k) shall
               terminate upon the earlier to occur of (A) the consummation of a
               Sale of the Company and (B) the dissolution of the trust
               established pursuant to the CPO Investment Trust Agreement;
               provided, however, that the restrictions on Transfer set forth in
               this Article 10 shall continue to apply to the Shares previously
               held by the CPO Trustee.

          (v)  The restrictions contained in Section 10(m) shall terminate upon
               the earlier to occur of (A) the fifth anniversary of the Closing
               Date and (B) the agreement of the Board and Nexus to so terminate
               such restrictions.

ARTICLE ELEVEN. Key Matter Approvals.

     (a)  The approval of each of the Key Matters listed in this Article 11
          ("Required Approvals") shall be submitted to the Board for
          authorization and approval; provided, however, that the Board approval
          shall also require the affirmative vote of at least 1 (one) Nexus
          Director with regard to Nexus Key Matters and, except as set forth in
          Sections 11(e) and 11(g), 1 (one) Grupo VAC Director with regard to
          Grupo VAC Key Matters. In addition, (i) each Nexus Key Matter shall
          require the approval of Nexus, solely in its capacity as a Shareholder
          (and without any fiduciary duty to the Company or any of the
          Shareholders) and (ii) except as set forth in Sections 11(e) and 11(g)
          below, each Grupo VAC Matter shall require the approval of the Grupo
          VAC Representative acting on behalf of all of the Grupo VAC Investors,
          solely in his capacity as the Grupo VAC Representative (and without
          any fiduciary duty to the Company or any of the Shareholders,
          including any Grupo VAC Investor). The Company shall take (or cause to
          be taken) all necessary actions so that any Nexus Key Matter or Grupo
          VAC Key Matter which is submitted to the Shareholders for approval (in
          lieu of approval by the Board) shall also be subject to the approval
          of Nexus or the Grupo VAC Representative (on behalf of the Grupo VAC
          Investors), as applicable. Any approval rights of Nexus in its
          capacity as a Shareholder under this Section 11(a) may also be
          exercised in writing by Bank of America on behalf of Nexus.

     (b)  The following subject-matters shall each be considered a "Nexus Key
          Matter" requiring special approval thereof as set forth in Section
          11(a):

          (i)  the issuance of any Equity Securities of the Company or any of
               its subsidiaries other than 28,368,087 shares (as adjusted for
               stock splits, stock dividends, recapitalizations and similar
               events) issued pursuant to existing stock options and management
               incentive plans of the Company shown on the Company's records (as
               of the date of the approval of these Bylaws by


                                       31

<PAGE>

               the Shareholders) as reserved for future issuance pursuant to
               such stock options and existing management incentive plans;

          (ii) the declaration, setting aside or payment of any dividends on, or
               making any other distributions in respect of, any of its capital
               stock, other than dividends and distributions by a direct or
               indirect wholly-owned subsidiary of the Company to its parent;

          (iii) the purchase, redemption or other acquisition of any Equity
               Securities of the Company or any of its subsidiaries or reduction
               in capital of any Shares or any securities of the Company's
               subsidiaries;

          (iv) the entering into by the Company or any of its subsidiaries of
               any new line of business;

          (v)  the manner in which the shares or other interests of any
               subsidiary or entity owned by the Company shall be voted at
               shareholders' or equivalent meetings of any such subsidiary or
               entity with respect to any matter of the type covered by this
               Article 11;

          (vi) any amendments, modifications, waivers or changes to or
               terminations of (A) any of the concessions/licenses granted by
               the Mexican authorities to conduct the main business of the
               Company, (B) these Bylaws, (C) any of the following, in each case
               as in effect on the date hereof, (1) any employment, consulting,
               confidentiality or non-competition agreement between the Company
               (or any of its subsidiaries) and any officer or key employee of
               the Company (or any of its subsidiaries), (2) any Grupo VAC
               Agreement, (3) the Securityholders Agreement (including, without
               limitation, the Company Guidelines attached thereto as Exhibit
               A), (4) the Security Trust Agreement, or (5) the CPO Investment
               Trust Agreement, (D) any other instruments or agreements to which
               the Company is a party entered into as of or after the date
               hereof which were submitted for approval pursuant to Section
               11(a), or (E) any other agreements to which the Company is a
               party entered into after the date of approval of these Bylaws by
               the Shareholders, the amendment of which would require approval
               under Section 11(a) if such agreement were in effect on the date
               hereof;

          (vii) the subdivision or combination in any way of the outstanding
               Shares of 1 (one) class or series of Shares of the Company or any
               of its subsidiaries, unless the outstanding Shares of the other
               class or series of Shares of the Company or its subsidiary, as
               applicable, shall also be proportionately subdivided or combined
               in a similar manner;

          (viii) except as provided in Section 10(j), granting to any Person the
               right to request the Company to register any Shares; provided,
               however, that the Company may grant rights to other Persons to
               participate in piggyback registrations so long as such rights are
               subordinate in all respects to the rights of Investors set forth
               herein;

          (ix) any commitment or agreement to do any of the foregoing; and

          (x)  any of the matters set forth in Section 11(d) below.


                                       32

<PAGE>

     (c)  Subject to and conditioned upon compliance by the Grupo VAC Investors
          and their respective Affiliates with the conditions set forth in
          Section 10(m) of these Bylaws, the following subject-matters shall
          each be considered a "Grupo VAC Key Matter" requiring special approval
          thereof as set forth in Section 11(a):

          (i)  the issuance of any Equity Securities of the Company or any of
               its subsidiaries for a per share price below US$0.3957 (as
               adjusted for stock splits, stock dividends, recapitalizations and
               similar events) other than (A) issuances of up to 28,368,087
               shares (as adjusted for stock splits, stock dividends,
               recapitalizations and similar events) pursuant to existing stock
               options and management incentive plans of the Company shown on
               the Company's records (as of the date of the approval of these
               Bylaws by the Shareholders) as being reserved for future issuance
               pursuant to such stock options and existing management incentive
               plans and (B) issuances of Equity Securities as consideration for
               the acquisition of the assets or capital stock of 1 (one) or more
               companies;

          (ii) any amendments, modifications, waivers or changes to or
               terminations to (A) any of the concessions/licenses granted by
               the Mexican authorities to conduct the main business of the
               Company, (B) these Bylaws (but only to the extent such amendment
               is an amendment (1) to the definition of Grupo VAC Threshold
               Percentage, (2) to Section 11(a), 11(c) and/or 11(d) or (3) that
               is otherwise material and adverse to the rights of the Grupo VAC
               Investors under these Bylaws), or (C) any of the Grupo VAC
               Agreements which would have a material adverse effect on the
               rights of the Grupo VAC Investors thereunder;

          (iii) any commitment or agreement to do any of the foregoing; and

          (iv) any of the matters set forth in Section 11(d) below.

     (d)  The following subject-matters shall each be considered as both a Nexus
          Key Matter and, subject to and conditioned upon compliance by the
          Grupo VAC Investors and their respective Affiliates with the
          conditions set forth in Section10(m) of these Bylaws, a Grupo VAC Key
          Matter requiring special approval thereof as set forth in Section
          11(a):

          (i)  any assignment by the Company or any of its subsidiaries for the
               benefit of creditors or the voluntary commencement of any
               proceeding relating to the Company or any of its subsidiaries
               under any bankruptcy, reorganization, insolvency, suspension of
               payments, dissolution or liquidation law of any jurisdiction;

          (ii) the entering into by the Company or any of its subsidiaries, or
               amendment of the material terms of, any transaction or series of
               related transactions with any of the Company's officers,
               directors, employees, bondholders, shareholders, or any of their
               respective Affiliates or any individual related by blood or
               marriage to any such Person or any Person in which any such
               Person owns a beneficial interest or any Affiliate of any of the
               foregoing (collectively, "Restricted Persons"), other than any
               such transaction or series of related transactions involving (A)
               the issuance of debt or equity securities in which the Grupo VAC
               Investors are given a pre-emptive participation right to purchase
               their pro rata share of any such securities, (B) U.S. $1,000,000
               (one million U.S. dollars) or less in the aggregate over


                                       33

<PAGE>

               the term of such transaction(s), or (C) customary banking
               relationships, in the case of this clause (C) and clause (B)
               above, entered into in the ordinary course of business on an
               arm's length basis and on terms no less favorable than those
               available from a third party (in each case as determined by a
               Nexus Director);

          (iii) the election, appointment or removal of any of the following key
               executives of the Company or any of its subsidiaries: the Chief
               Executive Officer, the General Managers of any business units,
               the Chief Operating Officer, the Chief Financial Officer, the
               Director of Marketing or the Chief Engineer, or any other
               individual with a similar or more senior title or position, and
               the approval of salary, compensation and benefit or other similar
               plans for such key executives;

          (iv) the approval of the Company's and its subsidiaries' annual
               business plan and annual budget for each fiscal year (as
               approved, including any amendments or modifications thereto
               permitted by these Bylaws, the "Approved Plan"); the approval of
               any amendment to, modification of or expenditures in excess of
               such Approved Plan; and the approval to enter into any material
               transaction outside of the ordinary course of business and not
               contemplated in an Approved Plan; provided, however, that if the
               annual business plan and budget are not approved by the Board in
               accordance herewith then the annual business plan and budget for
               the immediately preceding year shall be the Approved Plan;

          (v)  the entering into or amendment of any agreement which would
               (under any circumstance) restrict the Company's or any of its
               subsidiaries' right or ability to perform the provisions of these
               Bylaws or any agreements or instruments to which it is a party
               together with its Shareholders or to conduct its business as
               currently conducted or as proposed to be conducted at any time;

          (vi) the incurrence or assumption by the Company and/or any of its
               subsidiaries of any indebtedness (including capitalized lease
               obligations) or other liabilities (other than trade payables
               incurred in the ordinary course of business which are not past
               due), and the mortgaging, pledging or incurring of a lien,
               encumbrance or other restriction on any of the assets or
               properties of the Company and/or any of its subsidiaries
               exceeding U.S. $10,000,000 (ten million U.S. dollars) in the
               aggregate at any time then outstanding or the amendment of any
               loan agreement, credit agreement, debenture or related document
               in connection with any indebtedness (including capitalized
               leases) approved pursuant to this Article 11;

          (vii) subject to the limitations set forth in Section 11(e) below, the
               Transfer or other disposal of all or a significant portion of the
               assets or Equity Securities of the Company or any of its
               subsidiaries (including, but not limited to, any Shares held by
               the Company as treasury shares) by the Company or any of its
               subsidiaries in any form of transaction, or the merger,
               consolidation, spin-off, recapitalization, reorganization
               (including a change in the legal nature of the Company or any of
               its subsidiaries), dissolution or liquidation of the Company or
               any of its subsidiaries;

          (viii) the establishment by the Company or any of its subsidiaries of
               any subsidiary or the issuance by the Company or any of its
               subsidiaries of any


                                       34

<PAGE>

               loans or advances to, guarantees for the benefit of, or
               investments in, any Person other than a wholly-owned subsidiary
               (other than advance payments made to suppliers in the ordinary
               course of business not exceeding an aggregate of U.S. $2,000,000
               (two million U.S. dollars) outstanding at any time);

          (ix) any redemption of Shares by the Company, other than a pro-rata
               redemption of Shares (without regard to class or series of
               Shares) held by all of the Shareholders.

          (x)  any commitment or agreement to do any of the foregoing.

          For purposes of clarification, (A) the elimination of the above
          matters as Grupo VAC Key Matters shall not affect the designation of
          such matters as Nexus Key Matters and (B) the right described in
          Section 11(d)(ix) above is in addition to the Nexus Key Matter Right
          described in Section 11(b)(ii).

     (e)  Notwithstanding anything to the contrary contained herein, neither the
          Grupo VAC Investors, the Grupo VAC Representative nor the Grupo VAC
          Director shall have any rights pursuant to this Article 11 to approve
          (i) any Qualified Public Offering (or any transactions undertaken in
          connection with such a Qualified Public Offering), (ii) a Sale of the
          Company, (iii) a Drag-Along Sale, (iv) subject to the Grupo VAC
          Investors' right of first offer set forth in Section 10(g), any
          divesture by the BA Investors of all of their beneficial and record
          ownership of Shares to any Person (or related Persons), or (v) any
          action or decision by the Company under or with respect to the Grupo
          VAC Agreements (e.g., the delivery of a notice or claim under the
          Holdback Trust Agreement). In connection with any of the matters
          described in clauses (i) through (v) of the preceding sentence, the
          Grupo VAC Investors and their Permitted Transferees shall vote, and
          shall cause the Grupo VAC Director to vote all of the Shares
          beneficially owned or owned of record by the Grupo VAC and its
          Permitted Transferees in the same manner as the BA Investors vote
          their Shares (and shall cause the Grupo VAC Director to vote such
          Shares in the same way that the Nexus Director votes its Shares).

     (f)  The Required Approvals set forth in this Article 11 are in addition to
          and shall in no way limit or otherwise affect the obligation of the
          Company to also (i) submit to the Board for approval other matters
          which are required to be submitted to the Board for approval by
          applicable law or these Bylaws or (ii) obtain any additional approvals
          which may be required by applicable law or these Bylaws.

     (g)  The Grupo VAC Representative's, the Grupo VAC Investors', and the
          Grupo VAC Director's rights under this Article 11 shall terminate upon
          the earliest to occur of (A) the consummation of a Sale of the
          Company, (B) the consummation of a Qualified Public Offering, (C) the
          percentage of the outstanding Shares owned beneficially or of record
          by the Grupo VAC Investors becomes less than the Grupo VAC Threshold
          Percentage and (D) the failure of the Grupo VAC Investors and their
          respective Affiliates to comply with Section 10(m).


                                       35

<PAGE>

                                 FOURTH CHAPTER

                             SHAREHOLDERS' MEETINGS

ARTICLE TWELVE. Authority of Shareholders.

Subject to Article 11 above, the General Shareholders' Meeting called in
accordance with the formalities set forth herein and the applicable law, is the
supreme authority of the Company and represents all the Shareholders, their
decisions and all resolutions validly adopted. The General Shareholders' Meeting
resolutions bind all the Shareholders, including those absent or dissident,
subject to the rights granted by applicable law.

ARTICLE THIRTEEN. Shareholders' Meetings.

All the shareholders' meetings shall be held at the headquarters of the Company
(or, if the headquarters of the Company are located outside the corporate
domicile of the Company (as described in Article 3), at such location within the
corporate domicile of the Company), upon proper notice given to the Shareholders
pursuant to Article 14 herein.

     (a)  General Ordinary Shareholders' Meetings shall be held at least once a
          year within the 4 (four) months following after the closing of each
          fiscal year for purposes of discussing (and approving, if applicable)
          the following agenda items:

          (i)  Discussion, approval, or modification of the annual profit and
               loss statements of the Company presented by the Board.

          (ii) Designation of the members of the Board and related compensation.

          (iii) Designation of the Examiner and related compensation.

          (iv) Allocation and distribution of profits of the annual and profit
               and loss statements approved pursuant to the recommendations of
               the Board.

     (b)  General Extraordinary Shareholders' Meetings may be called at any time
          upon proper notice given to the Shareholders pursuant to Article 14
          hereof.

     (c)  General Extraordinary Shareholders' Meetings shall be those held for
          the discussion and approval (if applicable) of the following matters;
          provided, however, that the holders of Series N Shares shall not be
          entitled to vote on any matters:

          (i)  Amendment to the term of the Company's existence.

          (ii) Dissolution or liquidation of the Company.

          (iii) Increase or decrease of the minimum authorized capital stock.

          (iv) Amendment to the business purposes of the Company and any other
               amendment to these Bylaws.

          (v)  Merger or spin-off of the Company.

          (vi) Issuance of bonds, liabilities or mortgage bonds.


                                       36

<PAGE>

          (vii) Any of the other matters set forth in Article 182 of the General
               Business Corporation Law.

     (d)  Any powers of attorney granted by the Shareholders at either a General
          Ordinary Shareholders' Meeting or a General Extraordinary
          Shareholders' Meeting shall be subject to the provisions of these
          Bylaws (including Article 11 hereof).

ARTICLE FOURTEEN. Calling and Notice of Shareholders Meetings

     (a)  General Ordinary and Extraordinary Shareholders' Meetings may each be
          called by any member of the Board, its Chairman, Vice-chairman or
          Secretary, the Examiner or Nexus, without prejudice of the rights
          granted to the Shareholders under applicable law to obtain the
          judicial publication of a call for such meeting.

     (b)  Special Shareholders' Meetings may be called by any member of the
          Board, its Chairman, Vice-chairman or Secretary, or the Examiner,
          without prejudice of the rights granted to the Shareholders under
          applicable law to obtain the judicial publication of a call for such
          meeting. In addition, Special Shareholders' Meetings of the holders of
          the Series B Shares and Series N Shares may be called by Nexus.

     (c)  Notices calling a General Ordinary, Extraordinary or Special
          Shareholders' Meeting (each a "Meeting Notice") shall be published in
          one of the following newspapers: (i) the Official Gazette of the
          Federation, (ii) in the "Negocios" section of the "Reforma" or (iii)
          "El Financiero," not less than 15 (fifteen) calendar days prior to the
          date of the meeting. The Meeting Notices shall state the date, time,
          place and agenda of the meeting, and shall be signed by those who
          prepared it.

     (d)  The Shareholders may expressly waive the requirement of publishing a
          Meeting Notice; provided, however, that Shareholders holding 100% of
          the outstanding Shares entitled to vote (regardless of class or
          series) are present or represented at the meeting.

     (e)  Meeting Notices convening to a General Ordinary, Extraordinary or
          Special Shareholders' Meeting pursuant to a second call (each a
          "Second Call Meeting") due to the absence of a quorum required
          pursuant to Articles 17, 18, and 19, shall be published at least 10
          (ten) calendar days prior to such Second Call Meeting in accordance
          with Section 14(c).

ARTICLE FIFTEEN. Voting of Shares and Action by Written Consent.

     (a)  Holders of voting Shares recorded in the Company's Shareholder
          registry book (or their duly appointed and authorized representatives)
          shall be entitled to attend all Shareholders' meetings. Upon receipt
          of a Meeting Notice pursuant to Article 14 above, each Shareholder (or
          Shareholder's representative) who will be present at the meeting shall
          deposit its Shares with the Secretary of the Board, unless otherwise
          indicated pursuant to the Meeting Notice, no later than 24
          (twenty-four) hours prior to the date of the meeting, and such
          Shareholder (or Shareholder's representative, if applicable) shall
          receive an admission card, including the Shareholder's name (or such
          Shareholder's representative's name, if applicable) and the number of
          votes to which it is entitled. The Secretary of the Board may, in its
          sole discretion, waive compliance by with this Section 15(a) by a
          Shareholder.

     (b)  Notwithstanding the provisions in this Article 15, Shareholders who
          are unable to participate in person at a Shareholders' meeting
          (whether ordinary or extraordinary)


                                       37

<PAGE>

          may participate and vote at such meeting by proxy or otherwise as
          permitted by applicable law.

     (c)  Shareholders' decisions may be approved by unanimous written consent
          in lieu of a Shareholders' meeting. In case of any action by written
          consent in lieu of a Shareholders' meeting, the requirement regarding
          the deposit of Shares set forth in Section 15(a) shall not apply.

ARTICLE SIXTEEN. Deposit of Shares.

a) Notwithstanding the provisions set forth in the foregoing Article, any
Shareholder may deposit its Shares with a bank or acknowledged financial
institution (e.g. brokerage house or casa de bolsa, INDEVAL or the Depository
Trust Company), and such Shareholder shall notify the Secretary of the Board in
writing, no later than 24 (twenty-four) hours prior to the meeting, of the
number of Shares deposited therein, the name of the Shareholder and of the name
of the Shareholder's representative duly authorized by such Shareholder to
attend the Shareholders' meeting and vote the deposited Shares, and shall
enclose the corresponding deposit certificate. The Shareholder's representative
attending the Shareholder's meeting shall present to the Secretary of the Board
the corresponding general or special power of attorney or proxy letter signed by
the Shareholder.

b) Any Shares deposited in trust with a bank or acknowledged commercial
institution for the purpose of waiving preemptive rights shall be deemed to
comply with the deposit requirements set forth in Section 16(a), and the Company
may rely upon the trustee of any such trust with respect to the provision of the
information required pursuant to Section 16(a).

ARTICLE SEVENTEEN. General Ordinary Shareholders' Meetings.

The General Ordinary Shareholders' Meeting may be held pursuant to a first call
if the holders of at least a majority of the full voting Shares of the capital
stock entitled to vote are present or represented. If no quorum exists for said
meeting, the call shall be repeated as necessary until at least a majority of
the full voting Shares of the capital stock entitled to vote are present or
represented thereat.

ARTICLE EIGHTEEN. General Extraordinary Shareholders' Meetings.

The General Extraordinary Shareholders' Meetings may be held pursuant to a first
call, if the holders of at least 75% (Seventy Five percent) of the full voting
Shares of the capital stock entitled to vote are present or represented. If no
quorum exists for said meeting, the call shall be repeated as necessary such
that at least a majority of the full voting Shares of the capital stock entitled
to vote are present or represented thereat.

ARTICLE NINETEEN. Special Shareholders' Meetings.

In accordance with article 195 of the General Business Corporations Law, a
meeting of the Shareholders of a particular series or class of Shares shall be
considered a "Special Shareholders' Meeting". Special Shareholders' Meetings
shall be considered legally convened pursuant to a first call, whenever at least
a majority of the Shares representing the respective series of Shares are
represented thereat. In the case of a second or subsequent call, Special
Shareholders' Meeting shall be considered legally convened if the holders of at
least a majority of the Shares representing the respective series of Shares are
present or represented thereat.


                                       38

<PAGE>

ARTICLE TWENTY. Required Shareholder Votes.

Resolutions of the General Ordinary Shareholders' Meetings shall be adopted and
approved by the affirmative vote of the majority of Shares present in the
meeting and entitled to vote thereat. Resolutions of the Special Shareholders'
Meetings shall be adopted and approved by the affirmative vote of the majority
of Shares present in the meeting and entitled to vote thereon at such
Shareholders' meeting, subject to the provisions of Articles 8 and 11 hereof.

With respect to the General Extraordinary Shareholders' Meetings held pursuant
to a first call, resolutions shall be adopted and approved by the affirmative
vote of the Shares representing at least a majority of the full voting Shares of
the capital stock entitled to vote. In the case of a second or subsequent call,
resolutions shall be adopted by the affirmative vote of the full voting Shares
of the capital stock representing at least a majority of the Shares entitled to
vote. Resolutions relating to Nexus Key Matters and/or Grupo VAC Key Matters,
including any amendment of these Bylaws, with respect to such Nexus Key Matters
and/or Grupo VAC Key Matters shall also require the approvals set forth in
Article 11 hereof.

ARTICLE TWENTY-ONE. Appointment of Chairman and Conduct of Shareholder Meetings.

The Chairman and the Vice-Chairman of the Board shall be appointed by the
holders of a majority of the Series A Shares and Series B Shares present at a
Shareholders' meeting and entitled to vote on the election of Directors thereat,
voting together as a single class of Shares.

The Chairman of the Board, the Vice-chairman in the Chairman's absence, shall
conduct all the Shareholders' Meetings. If both the Chairman and the
Vice-chairman are absent, the meeting shall be conducted by the person
designated by the affirmative vote of a majority of the voting Shares present or
represented thereat. The Secretary of the Board shall act as secretary of the
Shareholders' Meetings. If the Secretary of the Board is absent, the secretary
of the meeting shall be designated by the affirmative vote of a majority of the
voting Shares present or represented thereat. The Chairman shall appoint 1 (one)
or more inspectors of votes to tally and report on the votes present and cast
(in person and by proxy) on each matter voted on at such Shareholder Meeting.

ARTICLE TWENTY-TWO. Voting.

In all Shareholders' Meetings, each Share shall grant its holder the right to 1
(one) vote on all matters as to which such Shares may be voted. If 2 (two) or
more Persons are undivided Shareholders of a stock certificate they shall
designate a common representative to exercise the voting rights underlying such
Share.

                                  FIFTH CHAPTER

                   MANAGEMENT AND SURVEILLANCE OF THE COMPANY

ARTICLE TWENTY-THREE. Composition of the Board.

Subject to Article 11 hereof, the Company shall be managed by the Board and the
Board shall be composed of 9 (nine) members and the same number of alternate
members. An alternate member of the Board may only serve as alternate director
for the Board member for whom such alternate Board member is specifically
designated to serve as an alternate.

     (a)  The following individuals shall be elected to the Board:


                                       39

<PAGE>

          (i)  5 (five) members (and 5 (five) alternates) designated by the
               holders of the Series A Shares. Of such Board members and
               alternatives, 1 (one) member and its alternate of which shall be
               collectively designated by the Grupo VAC Investors; provided,
               however, that (A) the Grupo VAC Investors continue to hold, in
               the aggregate, at least the Grupo VAC Threshold Percentage of the
               issued and outstanding Shares of Maxcom and (B) the Grupo VAC
               Investors and their respective Affiliates fully comply with the
               conditions set forth in Section 10(m) of these Bylaws (the "Grupo
               VAC Director"). The remainder of such board members (and
               alternates) shall be designated by the holders of a majority of
               the Series A Shares present at a Shareholders' meeting and
               entitled to vote thereat voting together as a single class on any
               such designation (the "Series A Directors"); and

          (ii) 4 (four) members (and 4 (four) alternates) designated by the
               holders of a majority of the Series B Shares present at a
               Shareholders' meeting and entitled to vote thereat voting
               together as a single class on any such designation (the "Series B
               Directors"); provided, however, that a Series B Director (and
               alternate) shall only be elected if nominated as a Series B
               Director or alternate, as the case may be, by Nexus (any Series B
               Director actually nominated by Nexus and elected by the holders
               of a majority of the Series B Shares acting jointly, a "Nexus
               Director");

     (b)  Unless otherwise required by applicable Mexican law, if any party
          entitled to designate a Director pursuant to the terms of this Article
          23 fails to do so, such Director seat shall remain vacant until filled
          in accordance with this Article 23.

     (c)  At the request of any Nexus Director or the Grupo VAC Director, the
          composition of the board of directors or similar body of each of the
          Company's subsidiaries (a "Subsidiary Board") shall include at least 1
          (one) Nexus Director and 1 (one) Grupo VAC Director.

     (d)  At the request of any Nexus Director or Grupo VAC Director, each
          committee of the Board and each committee of each Subsidiary Board
          (each, a "Committee") shall include at least 1 (one) Nexus Director
          and 1 (one) Grupo VAC Director.

     (e)  The removal (with or without cause) of any member of the Board, a
          Subsidiary Board or a Committee shall be only upon written request of
          the Shareholder(s) who designated such member. If any individual
          ceases, for any reason, to serve as a member of the Board, a
          Subsidiary Board or a Committee, the vacancy shall be filled with a
          new member selected by the Shareholder(s) who designated such member.
          If any member of the Board (or with respect to a Subsidiary Board or
          any Committee, any Nexus Director) cannot attend any meetings thereof,
          the alternate member designated by the Shareholder(s) who designated
          such member (or by Nexus, with respect to the Nexus Director) may
          attend such meetings in lieu of the absent Board member, and such
          alternate member shall be given all written notices, materials and
          information regarding all meetings of the Board, such Subsidiary Board
          or Committee and shall be entitled to vote at such meeting as a member
          of the Board, such Subsidiary Board or Committee (it being understood
          that any alternate member may nonetheless attend any meeting of the
          Board, a Subsidiary Board or a Committee of the Board as an observer
          and shall be entitled to receive copies of all materials and
          information regarding such meeting, even if the principal Board member
          is present, but in no event shall such alternate member vote in such
          meeting of the Board). If a member of the Board, a Subsidiary Board or
          a Committee and such member's alternate member of the Board,
          Subsidiary


                                       40

<PAGE>

          Board or Committee both attend a meeting of the Board, a Subsidiary
          Board or Committee, only the member of the Board, Subsidiary Board or
          Committee (as opposed to the alternate member) shall be entitled to
          vote at such meeting.

     (f)  The Company shall pay the reasonable, documented out-of-pocket
          expenses (including reasonable travel and lodging) incurred by each
          member (and each alternate member) of the Board in connection with
          attending each meeting of the Board, any Subsidiary Board or any
          Committee attended by such member (and alternate) and other expenses
          reasonably incurred in connection with the discharge of such members'
          duties as a member of the Board, any Subsidiary Board or Committee.

     (g)  The Board shall establish an advisory committee (the "Advisory
          Committee"). The Advisory Committee shall be responsible for advising
          the Board regarding, and shall oversee, the Company's continuing
          operations; provided, however, that the Advisory Committee shall not
          have the authority to approve any matters and shall only have the
          authority to recommend matters to the full Board. The Advisory
          Committee shall include (i) the Company's then current Chief Executive
          Officer, (ii) Adrian Aguirre G., (iii) 1 (one) Grupo VAC Director (so
          long as the Grupo VAC Investors are entitled to appoint 1 (one) Grupo
          VAC Director), and (iv) 3 (three) Series B Directors (including at
          least 2 (two) Nexus Directors).

ARTICLE TWENTY-FOUR. Term of Directors.

Each member of the Board shall hold office for a one-year term and shall serve
until the earlier of such director's removal, resignation or the election of a
successor director, in each case subject to Article 23 hereof.

ARTICLE TWENTY-FIVE. Qualifications of Board Members.

To the extent required by Mexican law, as a condition to serving as a director
on the Board, such director must satisfy the following conditions:

     (a)  Agree to guarantee the faithful performance of the position, if and as
          determined by the Shareholders at a General Ordinary Shareholders'
          Meeting; and

     (b)  Lack any incapacity described in Article 151 of the General Business
          Corporation Law, as in effect on the date of the adoption of these
          Bylaws by the Shareholders.

ARTICLE TWENTY-SIX. Board Meetings.

     (a)  The Board shall meet at least once a month (unless otherwise agreed by
          a resolution of the Board; provided, however, that such resolution is
          approved by 1 (one) of the Nexus Directors). Meetings of the Board may
          be called by the Chairman, the Vice-chairman, the Secretary of the
          Board, the Examiner, any Nexus Director or any 2 (two) members of the
          Board and shall be held at the Company's headquarters, or at any other
          place in the Mexico or in a foreign country.


                                       41

<PAGE>

     (b)  The quorum for a Board meeting pursuant to a first call (a "First Call
          Meeting") shall be at least 7 (seven) members (or their respective
          alternates); provided, however, that at least 1 (one) Nexus Director
          is present. If no quorum is reached at the First Call Meeting, a
          Board's meting shall be called for a second time (a "Second Call
          Meeting") (and the call shall be repeated as necessary) until at least
          6 (six) members (or their respective alternates) are present. A Second
          Call Meeting (or a subsequent meeting of the Board if no quorum is
          reached at the Second Call Meeting) shall take place at least 5 (five)
          calendar days after the date of the First Call Meeting. In addition to
          the quorum requirements set forth in the preceding two sentences, the
          quorum for any Board meeting where (i) any Key Matter is to be
          authorized or approved shall require the attendance of at least 1
          (one) Nexus Director and (ii) any Grupo VAC Key Matter is to be
          authorized or approved shall require the attendance of at least 1
          (one) Grupo VAC Director (but only so long as the Grupo VAC Investors
          are then entitled to appoint a Grupo VAC Director).

     (c)  Decisions of the Board may be adopted and approved by written consent
          in lieu of a meeting, as set forth in the written call, which shall be
          transmitted in writing 15 (fifteen) calendar days prior the date of
          the meeting. Members of the Board may participate in any meeting of
          the Board via telephone (subject to unanimous written ratification of
          the minutes and the resolutions therefrom). The members of the Board
          may waive the requirement of a written call, which shall not be needed
          when all the regular members or their alternates are present, and/or
          may act by unanimous written consent in the absence of a meeting. The
          approval of any resolutions or agreements relating to Key Matters
          and/or Grupo VAC Key Matter shall also comply with any applicable
          requirements set forth in Article 11 hereof.

     (d)  Resolutions approved at a First Call Meeting shall be adopted by
          affirmative vote of at least 4 (four) directors or their respective
          alternates; provided, however, that the affirmative vote of at least 1
          (one) of the Nexus Directors shall be required. In case of a Second
          Call Meeting (or subsequent calls thereto, if applicable), resolutions
          shall require the majority vote of those who are present. The approval
          of any resolutions or agreements relating to Key Matters and/or Grupo
          VAC Key Matter shall also require the approvals set forth in Article
          11 hereof.

ARTICLE TWENTY-SEVEN. Board Voting and Appointment of Executive Officers.

At the Board's meetings, each member or alternate thereof shall be entitled to
cast 1 (one) vote. If the Shareholders have not elected a Chairman and other
office at a General Ordinary Shareholders' Meeting, the Board shall designate
among its members a Chairman and may elect those other officers, including a
Secretary and a Treasurer, in the way it deems proper, and may determine the
power and compensation of said officers or personnel, in each case subject to
Article 11 hereof.

The Board shall appoint the Chief Executive Officer of the Company as well as
the Company's other corporate officers, executives and managers, in each case
subject to Article 11 hereof.

ARTICLE TWENTY-EIGHT. General Board Powers.

Subject to the provisions of these Bylaws (including Article 11 hereof), the
full power to manage and direct the business of the Company is vested in the
Board. Subject to Article 11 hereof the Board shall have power and authority to
execute the following actions:

     (a)  Represent the Company with general powers for lawsuits and collections
          with all general powers and the special powers that require special
          authorization specified under the applicable laws and in the
          provisions of (i) the first paragraph of Article


                                       42

<PAGE>

          2554 and Article 2587 of the Federal Civil Code of Mexico and (ii) the
          corresponding articles under the civil codes of the Federal District
          and the states of Mexico. The Board is authorized to file or abandon
          lawsuits and appeals of any kind, including the "juicio de amparo"
          (injunction procedure under the Mexican Constitution), settle, submit
          to arbitration, question and answer interrogatories, file criminal
          lawsuits and appeals thereof as an offended party in penal matters,
          assign in favor of creditors, recuse, receive payments and execute
          acts of any kind specified expressly in the law, among them, to
          represent the Company before authorities of any kind, such as: penal,
          civil, military, administrative and labor, before courts and before
          the Ministry of Foreign Affairs with the object of entering agreements
          with the Federal Government pursuant to the provisions of Sections I
          and IV of Article 27 of the Mexican Constitution.

     (b)  Administer the Company's assets in accordance with the provisions of
          second paragraph of Article 2554 of the Federal Civil Code of Mexico
          and corresponding articles related thereto under the civil codes of
          the Federal District and the states of Mexico.

     (c)  Exercise acts of ownership under the terms of third paragraph of
          Article 2554 of the Federal Civil Code and in the corresponding
          articles related thereto under the civil codes of the Federal District
          and the states of Mexico.

     (d)  Draw, subscribe, guarantee and endorse securities under the terms of
          Article 9 of the General Law on Negotiable Instruments and Credit
          Operations, as well as to verify banking and trade operations of any
          kind. The powers for acts of ownership and for subscribing securities
          shall be exercised concurrently by 2 (two) attorneys-in-fact and in
          the way determined by the Board.

     (e)  Open bank and securities accounts in the name of the Company and
          designate the persons who shall draw against such accounts.

     (f)  Designate the managers, attorneys-in-fact, agents and employees of the
          Company, to determine their power, working conditions and
          remuneration, as well as to remove them from their positions.

     (g)  Carry out all the acts authorized by these Bylaws or being a
          consequence thereof.

     (h)  Call General Ordinary and Extraordinary Shareholder's Meetings and
          carry out the resolutions thereof.

     (i)  Delegate their power and authority in 1 (one) or more of its members,
          whether completely or partially, and confer, in favor of any Person it
          deems proper, special or general powers under the terms of paragraphs
          (a) through (e) of this Article, and to revoke the powers that the
          Board or its attorneys-in-fact might confer; provided, however, that
          the prior written consent of at least 1 (one) of the Nexus Directors
          shall be required for the delegation of any power which, if exercised
          by the Board, would require the consent of at least 1 (one) of the
          Nexus Directors; provided, further, that the prior written consent of
          the Grupo VAC Director shall be required for the delegation of any
          power which, if exercised by the Board, would require the consent of
          the Grupo VAC Director.

     (j)  The Company shall permit any representatives designated by a member of
          the Board at such times as any such Person may reasonably request
          during regular business hours after prior written notice of at least 2
          (two) business days to (i) visit


                                       43

<PAGE>

          and inspect any of the properties of the Company and its subsidiaries,
          (ii) examine and copy the corporate financial records of the Company
          and its subsidiaries, and (iii) discuss the affairs, finances and
          accounts of the Company and its subsidiaries with the directors,
          officers, key employees and independent accountants of the Company and
          its subsidiaries.

ARTICLE TWENTY-NINE. Company Examiner.

The supervision of the Company's books and financial records shall be vested in
1 (one) or 2 (two) examiners of the Company (each, an "Examiner"). Each Examiner
shall be designated as such at a General Ordinary Shareholders' Meeting and
shall hold office for a one-year term (which term shall coincide with the term
of the Board). The Shareholders may also appoint 1 (one) or 2 (two) alternate
Examiners. Each Examiner shall have the authority and duties referred to in
Article 166 of the General Business Corporation Law and shall be required to
guarantee the faithful performance of such duties in a manner approved by the
Shareholders at such General Ordinary Shareholders' Meeting.

                                  SIXTH CHAPTER

                  FISCAL YEARS, BALANCE SHEET, PROFIT AND LOSS

ARTICLE THIRTY. Fiscal Year.

The fiscal year of the Company shall be the calendar year; provided, however,
that the Company's final fiscal year will be from January 1st to the date that
this Company's corporate existence is terminated and the Company dissolved and
liquidated.

ARTICLE THIRTY-ONE. Required Financial Information.

At the end of each fiscal year, the Company shall prepare an annual financial
report that includes the financial information required by Articles 172, 173 and
177 of the General Business Corporation Law.

ARTICLE THIRTY-TWO. Financial Statements.

The Company shall provide each Investor with financial statements and other
requested financial information as and when required by such Investor. The
annual financial statements shall be prepared in accordance with generally
accepted accounting standards in Mexico and shall be audited by
PricewaterhouseCoopers S.C. (Mexico) or another independent accounting firm
acceptable to Nexus or Bank of America. The Grupo VAC Investors' rights under
this Article Thirty-Two are subject to and conditioned upon compliance by the
Grupo VAC Investors and their respective Affiliates with the conditions set
forth in Section 10(m) of these Bylaws.

ARTICLE THIRTY-THREE. Profits.

The Company's net profits of the fiscal year shall be allocated as follows:

     (a)  To the extent required by Article 20 of the General Business
          Corporation Law, 5% of the Company's net profits shall be kept in a
          capital reserve fund until it equals the amount, if any, required
          under Mexican law and such capital reserve fund shall be replenished
          in the same manner when it decreases for any reason whatsoever.

     (b)  Subject to the approval of Nexus, the balance of the Company's net
          profits (after funding the capital reserve fund contemplated by
          Section 33(a)) shall be applied or


                                       44

<PAGE>

          re-invested pursuant to a Shareholders' meeting resolution, or shall
          be distributed among Shareholders in proportion to the number of their
          Shares if completely paid, or on the contrary shall be applied in the
          amount paid for them.

     (c)  The founders of the Company have not reserved for themselves any
          special sharing of profits.

ARTICLE THIRTY-FOUR. Losses.

Losses shall be allocated among Shareholders in proportion to the Shares they
hold, but the liability of the Company's Shareholders for the obligations of the
Company is limited to the capital contributed to the Company by such
Shareholders.

ARTICLE THIRTY-FIVE. Notice and Escheat.

Except for the cases in which all Shareholders are aware of the declaration of a
dividend, the distribution of dividends shall be published in one of the
following newspapers: (i) the Official Gazette of the Federation, (ii) in the
"Negocios" section of the "Reforma," or (iii) "El Financiero", and such
declaration shall be made known by mail to the Shareholders registered in the
Company's Shareholder registry book. Any dividends payable on a Share that are
not distributed to the owner of record of such Share within 5 (five) years after
the payment date shall revert in favor of the Company. The declaration and
payment of dividends by the Company is subject to the provisions of Article 11
above.

                                 SEVENTH CHAPTER

                           DISSOLUTION AND LIQUIDATION

ARTICLE THIRTY-SIX. Dissolution.

To the extent required by Mexican law, the Company shall be dissolved in any of
the following events:

     (a)  The Board (including at least 1 (one) Nexus Director) concludes that
          it is impossible for the Company to continue carrying out its
          principal purposes;

     (b)  Subject to Article 11 above, by means of a resolution of the General
          Extraordinary Shareholders' Meeting taken pursuant to these Bylaws;

     (c)  If the number of the Company's Shareholders is fewer than two;

     (d)  If the fiscal losses of the Company exceed two-thirds of the
          paid-in-capital of the Shares; and

     (e)  In any other case required by applicable law.

ARTICLE THIRTY-SEVEN. Shareholder Action with respect to Liquidation.

Once the dissolution of the Company has been resolved by either the Board or the
Company's Shareholders, the Company shall be liquidated and, for this purpose,
the holders of Series A Shares and Series B Shares shall determine, at a General
Extraordinary Shareholders' Meeting, the number of liquidators who shall be in
charge of the liquidation, and if more than 1 (one) liquidator is appointed,
each liquidator shall work together with the others. The liquidation shall be
performed in accordance with the resolutions adopted at such General
Extraordinary Shareholders' Meeting.


                                       45

<PAGE>

In the absence of resolutions adopted at such a General Extraordinary
Shareholder Meeting, the liquidation shall be made in accordance with the
applicable provisions of the General Business Corporation Law. Any assets of the
Company distributed to the CPO Trustee in connection with a liquidation of the
Company shall be made within the United States in U.S. Dollars.

ARTICLE THIRTY-EIGHT. Notice of Liquidation Proceeds.

Upon any liquidation, dissolution or winding up of the Company, the Company
shall mail written notice to each record holder of Shares of such liquidation,
dissolution, or winding up, at least 60 (sixty) days prior to the date of any
liquidating distribution of the Company's remaining assets to the Company's
Shareholders.

ARTICLE THIRTY-NINE. Liquidator.

Liquidators shall represent the Company, and, unless otherwise limited by the
Shareholders at a Shareholders' meeting, shall have the right to take title to
and administer the Company's assets and the power to initiate lawsuits and
collection actions on behalf of the Company, including all general powers and
the special powers that require special authorization specified under the
applicable laws and in the provisions of Article 2554 and Article 2587 of the
Federal Civil Code of Mexico and the corresponding articles under the civil
codes of the Federal District and the states of Mexico.

ARTICLE FORTY. Shareholders' Meetings During Liquidation.

In connection with the liquidation and winding up of the Company, Shareholders'
meeting may be called by the liquidators, the Examiners, Nexus or directly by
holders of more than 33% of the capital stock of the Company.

                                 EIGHTH CHAPTER

                            EXCULPATION AND INDEMNITY

ARTICLE FORTY-ONE. Exculpation.

No members of the Board, Subsidiary Board or of any Committee of the Company
(including alternate members), and none of the Company's officers (collectively,
"Covered Persons") shall be liable to any Shareholder or the Company for (a) any
action taken or failure to act in such capacity in good faith with respect to
the Company which is not a violation of the material provisions of these Bylaws
and which is not grossly negligent or willfully malfeasant, (b) any action or
inaction arising from reliance upon the opinion or advice as to legal matters of
legal counsel or as to accounting matters of accountants selected by any of them
with reasonable care, or (c) the action or inaction of any agent, contractor or
consultant selected by any of them with reasonable care. In the event of a
Covered Person's bad faith, gross negligence or willful malfeasance in
connection with any action taken or failure to act in good faith with respect to
the Company which is not a violation of the material provisions of these Bylaws,
such Covered Person shall only be liable to the extent of such bad faith, gross
negligence or willful malfeasance.

ARTICLE FORTY-TWO. Indemnification Right.

Each Person who was or is made a party or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a Person of whom he or she is the legal representative,
is or was a director, a member of a committee or officer, of the Company or is
or was serving at the request of the Company as a director, or officer,
employee, fiduciary, or agent of another corporation or of a partnership, joint
venture, trust or other enterprise (collectively, an


                                       46

<PAGE>

"Indemnified Person"), shall be indemnified and held harmless by the Company to
the fullest extent permitted by Mexican law, as the same exists or may
hereinafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment) against any expense, liability or loss (including attorneys'
fees actually and reasonably incurred by such Indemnified Person in connection
with such proceeding) and such indemnification shall inure to the benefit of
such Indemnified Person's heirs, executors and administrators; provided,
however, that except as provided in Article 43, the Company shall indemnify any
Indemnified Person seeking indemnification in connection with a proceeding
initiated by such Indemnified Person only if such proceeding was authorized by
the Board. The right to indemnification conferred in these Bylaws shall be a
contract right and, subject to Articles 43 and 46 hereof, shall include the
right to be paid by the Company such Person's expenses incurred in defending any
such proceeding in advance of its final disposition. The Company may, by action
of the Board, provide indemnification to employees and agents of the Company
with the same scope and effect as the foregoing indemnification of directors and
officers.

ARTICLE FORTY-THREE. Procedures.

Any indemnification under Article 41 hereof of an Indemnified Person who is a
director, member of a Committee or officer of the Company and the advance
payment of expenses under Article 46 hereof of such Indemnified Person shall be
made promptly, and in any event within 30 (thirty) days, upon the written
request of the an Indemnified Person. If a determination by the Company that an
Indemnified Person is entitled to indemnification pursuant to this Chapter is
required, and the Company fails to respond within 60 (sixty) days to a written
request for indemnity, the Company shall be deemed to have approved the request.
If the Company denies a written request for indemnification or advancing of
expenses, in whole or in a part, or if payment in full pursuant to such request
is not made within 60 (sixty) days, the right to indemnification or advances as
granted by this Chapter shall be enforceable by such Indemnified Person in any
court of competent jurisdiction. The cost and expenses of an Indemnified Person
who is a director, member of a Committee, or officer of the Company, incurred in
connection with successfully establishing such Indemnified Person's right to
indemnification (in whole or in part) in any such action shall also be
indemnified by the Company. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance or its final disposition where the required undertaking,
if any, has been entered to the Company) that the claimant has not met the
standards of conduct which make it permissible under these Bylaws or applicable
law for the Company to indemnify such claimant for the amount claimed, but the
burden of such a defense shall be on the Company. The failure of the Company
(including its Board, independent legal counsel, or Shareholders) to determine,
prior to the commencement of an action, whether or not a claimant has met the
applicable standard of conduct set forth in these Bylaws and applicable law
required for indemnification hereunder shall not create any presumption that the
claimant has met the applicable standard of conduct.

ARTICLE FORTY-FOUR. Non-Exclusive Right.

The rights to indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in this Chapter shall
not be exclusive of any other right which any Indemnified Person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

ARTICLE FORTY-FIVE. Insurance.

The Company may purchase and maintain insurance on its own behalf and on behalf
of any individual who is or was a director, member of a Committee, officer,
employee, fiduciary, or agent


                                       47

<PAGE>

of the Company or was serving at the request of the Company as a director,
member of a committee, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity,
whether or not the Company would have the power to indemnify such Person against
such liability under this Chapter.

ARTICLE FORTY-SIX. Advancement of Expenses.

Unless otherwise determined by the Board (including at least 1 (one) Nexus
Director), expenses incurred by any Indemnified Person who is a director, member
of a Committee or officer of the Company in defending a proceeding shall be paid
by the Company in advance of such proceeding's final disposition subject to the
receipt by the Company of an undertaking, in form and substance satisfactory to
the Board, by or on behalf of such Indemnified Person seeking payment of
expenses to repay such amount if it shall ultimately be determined that such
Indemnified Person is not entitled to be indemnified by the Company. Such
expenses incurred by other employees and agents of the Company may also be paid
in advance of a proceeding's final disposition, subject to any terms and
conditions on such payment as the Board deems appropriate.

ARTICLE FORTY-SEVEN. Indemnification of Others.

Persons which are not covered by the foregoing provisions of this Chapter and
which are or were employees or agents of the Company, or which are or were
serving at the request of the Company as employees or agents of another
corporation, partnership, joint venture, trust or other enterprise, may also be
indemnified to the extent authorized at any time or from time to time by the
Board.

ARTICLE FORTY-EIGHT. Contractual Right.

The provisions of these Bylaws shall be deemed to be a contract right between
the Company and each director or officer who serves in any such capacity at any
time while this Chapter and the relevant provisions of Mexican law or other
applicable law are in effect, and any repeal or modification of this Chapter or
any such law shall not affect any indemnification rights or obligations then
existing with respect to any then existing state of facts or proceeding.

ARTICLE FORTY-NINE. Successors.

For purposes of the indemnification rights set forth in this Chapter, references
to "the Company" shall include, in addition to any surviving corporation in a
merger or consolidation, any successors in interest to the Company, so that any
Person who would be entitled to indemnification by the Company pursuant to these
Bylaws shall continue to be entitled to indemnification pursuant to these Bylaws
with respect to such surviving corporation or successor in interest as such
Person would have with respect to the Company if its separate existence had
continued.

ARTICLE FIFTY. Compliance with Certain Laws.

The Company shall, and shall cause each of its subsidiaries to, comply at all
times with the U.S. Foreign Corrupt Practices Act, as amended, and the rules and
regulations promulgated thereunder.

ARTICLE FIFTY-ONE. CPO Trustee, Sale of the Company and Drag-Along Sale.

In the event of a Sale of the Company or a Drag-Along Sale, the Company shall
prepare, or cause to be prepared, with the advice of U.S. counsel, any notices
or offering materials required by these Bylaws or the applicable Mexican, U.S.
and state securities laws to be delivered to the beneficial owners of the Series
N Shares held of record by the CPO Trustee in connection with such Drag-Along
Sale or the tag-along rights of such Shares on a Sale of the Company and to
cause such


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<PAGE>

documents to be delivered to the CPO Trustee in sufficient quantities for
distribution to the beneficial owners of such Series N Shares. The Company shall
use its commercially reasonable efforts to make any applicable filings with
respect to any such distribution of notices or offering materials required by
applicable law; provided, however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Article 51, (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of process
in any such jurisdiction.

ARTICLE FIFTY-TWO. Amendment of these Bylaws.

     Any amendment or waiver of these Bylaws shall require (i) the approval of
the Shareholders at an Extraordinary Shareholder Meeting as contemplated by
Section 13(c)(iv) and (ii) the Required Approvals contemplated by Article 11.

                                     *****


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<PAGE>

                 EXHIBIT A TO THIRD AMENDED AND RESTATED BY-LAWS

                             COMPANY GUIDELINES FOR
              MAXCOM TELECOMUNICACIONES, S.A. DE C.V., S.A. DE C.V.

Payment Practices:

     The United States Foreign Corrupt Practices Act (the "FCPA") prohibits,
among other things, certain payments and accounting practices and, if violated,
carries civil and criminal liability for Maxcom Telecomunicaciones, S.A. de C.V.
("MAXCOM" or the "Company") and individual employees. In order to comply with
the FCPA, directors, employees, agents, contractors and affiliates, as
applicable, must observe the following rules:

     -    Business and Accounting Practices -- Company employees and agents
          shall adhere to all legal requirements of Mexico and each political
          subdivision thereof, and each other country in which the Company
          conducts business. The Company and all of its employees, agents,
          contractors and affiliates shall employ the highest ethical standards.
          No undisclosed or unrecorded Company fund or asset shall be
          established or utilized for any purpose, no false or misleading
          entries shall be made in the Company's books or records and all
          transactions of the Company shall be recorded on its books and
          records. No payment on the Company's behalf shall be without complete
          and proper supporting documentation or made for any purpose other than
          as described in such documentation and all payments will be made for
          lawful purposes only. Company personnel shall comply with generally
          accepted accounting rules, the FCPA and Company internal control
          policies at all times.

     -    Questionable Payments -- With the exception of certain regulatory fees
          set by the government and facilitating payments (defined below), all
          payments, promises to pay, offers of payment of anything of value to
          any official, foreign or otherwise, political party or official
          thereof from either the Company or private funds in furtherance of
          Company business are strictly prohibited. Where, in accordance with
          the practice and custom of a particular locale, the payment of a
          nominal sum (a "facilitating payment") must be made in order to induce
          an official of a foreign government to perform an act which the
          official would be required to perform in any event, such facilitating
          payment is not prohibited to the extent it is permitted under
          applicable law. These facilitating payments must be properly approved,
          documented and recorded on the Company's books.

     -    Political Contributions -- The Company, as a corporate entity, will
          not make any contributions or payments to political parties,
          candidates, or initiative or referendum campaigns, unless such
          payments are clearly permitted by law and approved by the appropriate
          Company officer. This restriction is not intended to discourage
          employees from making contributions to, or being involved with
          candidates, parties, initiative or referenda or political committees
          of their choice as private individuals. Such involvement, however,
          must be on the employees' own time and at their own expense and must
          in no way indicate the Company endorsement of or position relating to
          such activity.


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<PAGE>

Integrity of the Company Assets and Information:

-    Trade Secrets -- Company assets are more than physical plants and
     equipment. They include technology and concepts, valuable ideas, business
     and product plans, as well as information about the business. All employees
     shall regard and preserve as confidential and shall not divulge to
     unauthorized persons any information of a secret, confidential, or private
     nature connected with the business of the Company or any of its suppliers,
     customers or affiliates without the prior written consent of the
     appropriate Company officer. No employee shall disclose to the Company or
     use to benefit the Company any confidential information which was obtained
     outside the Company, except as permitted by the terms of an applicable
     nondisclosure agreement.

-    Accurate Reporting -- All employee reports of any kind (such as expense
     reports, hours worked, sales reports, etc.) must be completed accurately
     and honestly. Failure to so report, in addition to being a violation of
     Company policy, may also be illegal.

-    Public Disclosure -- Since both the Company and individual employees may
     become liable to investors who buy or sell the Company stock in reliance on
     misleading or incomplete Company statements, all public statements must be
     accurate, and any projections of future performance must come from top
     level management. All inquiries from investors, securities or financial
     analysts or brokers involving requests for specific or detailed Company
     information should be directed to the appropriate Company officer.

-    Employee Information -- The Company collects, uses and maintains only
     employee information that is required for business or legal reasons. The
     Company provides employees access to their personnel files as a means of
     insuring that information in such records is correct. The Company will not
     release employee information without the approval of the employee affected
     except to verify employment or to satisfy legitimate investigatory or legal
     requirements.

Conflict of Interest Policy:

A conflict of interest is any activity or interest which is inconsistent with,
or opposed to the best interests of, the Company. Potential conflicts of
interest may arise in the following situations:

-    Interest in Other Businesses -- Employees should not have any direct or
     indirect financial interest with a present customer, competitor or supplier
     that could cause divided loyalty or the appearance of divided loyalty.
     (This prohibition does not include passive investments of not more than
     three percent of the total outstanding shares of any company listed on a
     recognized Mexican, United States or other foreign or domestic stock
     exchange).

-    Moonlighting -- The Company expects each employee (other than part-time
     employees) to devote his or her full time and attention to his or her
     commitment to the Company. Therefore, all such employees are discouraged
     from maintaining outside employment. Salaried employees may not engage in
     outside work or services for a current or potential: (i) customer, (ii)
     competitor or (iii) supplier of the Company under any circumstances.
     Salaried employees may engage in other outside business activities only
     with the prior written approval of the appropriate Company officer. Hourly
     employees may


                                       ii

<PAGE>

     not engage in outside employment where such employment may create a
     conflict of interest (for example, working for a current or potential
     competitor). Hourly employees may engage in other outside business
     activities with the prior written approval of the appropriate Company
     officer. Under no circumstances may outside employment by any employee
     (other than part-time employees) lessen his or her efficiency, alertness,
     interest or productivity.

-    Gifts and Other Gratuities -- No employee or any member of his or her
     household shall accept gifts or gratuities or other favored treatment from
     any person associated with a present or prospective customer or supplier of
     the Company. Similarly, no employee may give money or gifts to a customer,
     competitor or supplier if it could be reasonably viewed as being done to
     gain an unfair business advantage.

-    Family -- No employee may conduct Company business with a person with whom
     he or she is related by blood, law or marriage, or a business organization
     with which the employee or person with whom such employee is related by
     blood, law or marriage has a significant association, without first having
     the prior written approval of the appropriate Company officer.

Trade Regulations:

Trade laws and regulations in the United States and elsewhere are designed to
foster a competitive marketplace and prohibit activities in restraint of trade.
Generally any actions taken either individually, or in combination with others,
which are predatory toward a competitor or by nature restrain competition, are
most likely violations of one or more antitrust laws. The following
prohibitions, although not inclusive, represent significant practices which are
contrary to the policies of the Company and are prohibited.

-    Arrangements or understandings with competitors or potential competitors
     concerning prices of products or other competitive policies or practices
     are strictly prohibited and shall not be even the subject of discussion by
     any Company employee with a competitor or potential competitor.

-    In any potential or actual joint venture or projects with competitors or
     potential competitors, all discussions must be limited to the specific
     transactions involved.

-    Participation in trade associations, seminars or other groups must not be,
     or even appear to be, an occasion for any discussion of competitive
     policies and practices.

-    Arrangements or understandings with a particular competitor or customer,
     potential competitor or potential customer not to deal with a particular
     customer or supplier or potential customer or potential supplier are
     strictly prohibited.

-    Agreements or understandings whereby Company customers or potential
     customers agree with the Company not to purchase the goods or services of a
     competitor or a potential competitor of the Company are strictly
     prohibited.


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<PAGE>

Environmental Policy:

-    Basic Policy - It is the policy of the Company to conduct its activities
     with due concern for the human and natural environment while making and
     marketing safe and high quality products and services for its customers.
     This is to be accomplished in a manner that will benefit the present and
     future well-being of the communities in which the Company maintains or
     plans to maintain facilities and conducts business activities. The Company
     and its affiliates, agents and employees shall, at all times, operate as
     good corporate citizens and meet or exceed all applicable environmental
     laws and regulations.

-    Responsibility - The Chief Operating Officer shall be responsible for
     conducting the Company's operations in a manner that assures compliance
     with environmental laws and with the Company's policy. Each facility shall
     maintain an environmental management and compliance program appropriate to
     its operations in fulfillment of this responsibility. Environmental factors
     shall be taken into consideration in the development of all business plans,
     operations and activities.

-    The Director of External Affairs is responsible for providing program
     management direction, establishing program guidelines, advising personnel
     of regulatory requirements and assisting in meeting compliance
     responsibilities.

-    Reports - The following environmental regulatory events shall be promptly
     communicated to the Director of External Affairs and the Chief Operating
     Officer: (1) regulatory agency permit notices; (2) reports on test results,
     internal or agency, indicating permit noncompliance; (3) notices of
     noncompliance with environmental regulations or permits; (4) negotiations
     or orders involving regulation or permit compliance; and (5) environmental
     related incidents which are reportable to any governmental agency or could
     result in a negative impact on the Company.

Employment Discrimination and Harassment:

The Company maintains a policy of nondiscrimination towards employees and
applicants for employment. No aspect of hiring or employment will be influenced
in any manner by race, color, religion, sex, age, national origin, disability,
or any other basis prohibited by statute.

The Company also strives to afford all employees a workplace free from sexual
harassment. The Company prohibits unwelcome sexual advances, requests for sexual
favors, and other verbal or physical conduct of a sexual nature (whether
implicit or explicit) where such conduct has the purpose or effect of
unreasonably interfering with an individual's work performance or creating an
intimidating, hostile or offensive work environment. The Company also prohibits
harassment not overtly sexual in nature but directed at, or commenting on,
attributes or characteristics of a person solely because of, or on the basis of,
his or her sex. Finally, the Company prohibits retaliation against any person
who refuses or objects to unwelcome verbal or physical conduct or who reports
any of the above conduct.


                                       iv

<PAGE>

All supervisory and management personnel are responsible for assuring a
workplace free from discrimination and harassment. All employees are responsible
for refraining from all forms of discriminatory or harassing conduct or
language.

Procurement Policy:

Procurement decisions are to be made only with the participation of the
Company's purchasing, legal and accounting departments and in accordance with
the procurement policies of the Company. Exceptions to this policy may be made
only with the approval of the appropriate Company officer.

Compliance:

Admittedly no summary of guidelines for ethical business conduct covers every
instance. The absence of a guideline covering a particular situation does not
relieve the employee from the responsibility to operate with the highest ethical
standards of business conduct. Because each Company employee, in the final
analysis, is responsible for his or her actions, no Company employee should
hesitate to seek guidance and assistance for any questions regarding compliance.
The responsibility for administering these standards is delegated to the
appropriate Company officer with respect to the employees within their
jurisdiction. In addition, each employee has the responsibility to report
unethical business practices or violations of the Company's Standards of
Business Conduct to the officer or director in charge of internal controls who
will investigate such violations and report serious violations to the Company's
board of directors.

Each of the Chief Operating Officer, the Chief Executive Officer and the
President is charged with bringing matters concerning his own conduct to the
Board.

Each employee's ultimate responsibility is to the Company, not to any
individual, and to comply with the law. If an employee believes his or her
superior is not responding to a clear violation of these policies or the law, it
is that employee's duty, however unpleasant, to inform the next superior
officer, and if the matter is not addressed, ultimately the Chief Executive
Officer and the Board. Each employee shall also have the right to bring any such
matters to the attention of the Board.

Integrity is a matter of character. Each Company employee must insist that each
other Company employee, individually, and collectively, always meet the highest
ethical standards of business conduct.

Disciplinary Actions:

Maxcom will take appropriate disciplinary action against employees that violate
these guidelines, which disciplinary action will be consistent with applicable
law.

                                     ******


                                        v