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                                                                    Exhibit 4.33

      SUPPLY AND INSTALLATION AGREEMENT OF VIDEO THROUGH DSL (IPTV) SYSTEM

                           ENTERED INTO BY AND BETWEEN

                     MAXCOM TELECOMUNICACIONES S.A. DE C.V.
                                       AND
                ALCATEL BELL N.V. AND ALCATEL MEXICO S.A. DE C.V.

                                 DECEMBER, 2006

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SUPPLY OF GOODS AND SERVICES AGREEMENT IN CONNECTION WITH VIDEO SOLUTION THROUGH
DSL (IPTV) (HEREINAFTER "THE PROJECT"), ENTERED INTO BY AND BETWEEN MAXCOM
TELECOMUNICACIONES S.A. DE C.V (HEREINAFTER THE "CUSTOMER"), REPRESENTED HEREIN
BY JORGE LOPEZ AGUADO JIMENO, ALCATEL MEXICO S.A. DE C.V. IN CHARGE OF LOCAL
SUPPLIES AND SERVICES (HEREINAFTER "ALCATEL MEXICO"), REPRESENTED HEREIN BY
FEDERICO GUILLEN MONINO, AND ALCATEL BELL N.V., IN CHARGE OF FOREIGN GOODS AND
SOFTWARE UNDER CIF CONDITIONS (HEREINAFTER "BELL"), REPRESENTED HEREIN BY
FEDERICO GUILLEN MONINO, AND WHENEVER "ALCATEL MEXICO" AND "BELL" ARE REFERRED
TO JOINTLY, THEY SHALL BE CALLED "ALCATEL", FORMALIZED IN ACCORDANCE WITH THE
FOLLOWING RECITALS, ANTECEDENTS AND CLAUSES.

                                    RECITALS

I.   WHEREAS, CUSTOMER represents through its Agent that:

a)   It is a company duly established according to the laws of the United
     Mexican States under the original name of Amaritel, S.A. de C.V., as
     evidenced in Public Deed No. 86,115 dated February 28, 1996, granted before
     attorney Ignacio Soto Borja, Notary Public number 129 for the Federal
     District and recorded in the Public Registry of Commerce for the Federal
     District under mercantile folio number 210585 on June 11, 1996, and that
     the execution of this Agreement comes within its corporate purpose.

b)   On February 9, 1999 its corporate name was changed to Maxcom
     Telecomunicaciones, S.A. de C.V., as recorded in Public Deed No. 55,145
     dated February 9, 1999, granted before attorney Miguel Alessio Robles,
     Notary Public number 19 for the Federal District, and recorded in the
     Public Registry of Commerce for the Federal District under mercantile folio
     number 210585 on March 16, 1999.

c)   Its Agent has the capacity and authority to bind the company in terms of
     this Agreement, as evidenced in public deed No. 56,631 dated October 11,
     2002, granted before Notary Public Number 16 for the Federal District,
     attorney Carlos Catano Muro Sandoval, and that such powers have not been
     amended, restricted or revoked in any way whatsoever.

d)   For the purposes of this Agreement its conventional address is that located
     at Guillermo Gonzalez Camarena No. 2000 Col. Centro de Ciudad Santa Fe,
     C.P.01210 in Mexico, Federal District;

II.  WHEREAS, ALCATEL MEXICO represents through its Agent that:

a)   It is a company duly established in accordance with the laws of the United
     Mexican States as evidenced in Public Deed No. 57593 dated April 26, 1984,
     granted before Notary Public number 3 for Mexico City, Federal District,
     Attorney J. Claudio Ibarrola Muro; recorded in the Public Registry of
     Property of Cuautitlan Izcalli, State of Mexico, under entry number 40,
     volume III, book Y, Commerce Clause;

b)   Its Agent has the capacity and authority to bind the company in terms of
     this Agreement, as evidenced in public deed No. 120,224 dated November 6,
     2003,

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     granted before Notary Public No. 116 for the Federal District, Attorney
     Ignacio Morales Lechuga, and that such powers have not been amended,
     restricted or revoked in any way whatsoever;

c)   For the purposes of this Agreement its conventional address is that located
     at Avenida Ciencia N(degrees) 13, Fraccionamiento Industrial Cuautitlan
     Izcalli Estado de Mexico;

d)   It has the economic, financial and administrative capacity, as well as the
     know-how and specialized personnel, to bind itself in terms of this
     Agreement.

III. WHEREAS, ALCATEL BELL represents through its Agent that:

a)   It is a company duly established in accordance with the laws of Belgium.

b)   Its Agent has the capacity and authority to bind the company in terms of
     this Agreement, as evidenced in the document attached to this Agreement;

c)   For the purposes of this Agreement its conventional address is that located
     at Copernicuslaan 50, 2018 Antwerp, Belgium;

d)   It has the economic, financial and administrative capacity, together with
     the know-how and specialized personnel, to bind itself in terms of this
     Agreement.

IV.  NOW, THEREFORE, the Parties represent through their legal representatives
     that:

a)   They shall commence implementation of the obligations established herein
     prior to enter into the terms and conditions agreed by the parties, which
     shall serve as grounds for the execution of the Credit Agreement for
     purchasing of the Goods (the Financing Terms Sheet).

b)   They shall use their best efforts to enter into the Financing Terms Sheet
     as soon as possible.

c)   In the event that: (i) the advance mentioned in clause 5.6 has not been
     paid on December 28, 2006, and that mentioned in clause 5.7 on December 21,
     2006 and/or (ii) the Financing Terms Sheet has not been executed and/or
     (iii) this Agreement has not been entered into; then the dates of
     commitment for Alcatel to deliver the System as established in clause 7 of
     the Commercial Agreement and clauses 2.3 and 12.5 of hereof, shall be
     extended by means of a written agreement between the parties.

                                  ANTECEDENTS

          1.   On October 11, 2006, Customer, Alcatel Mexico and Alcatel Bell
               formalized a Commercial Agreement providing for the terms and
               conditions under which Alcatel Mexico and Alcatel Bell would
               supply Customer with a solution allowing the latter to provide
               video Through DSL (IPTV) services (hereinafter the "Commercial
               Agreement" ).

          2.   On October 24, 2006, Customer issued certain Purchase Order
               number 7000002816 to Alcatel Bell in the amount of
               USD$7,812,730.96 (seven million eight hundred and twelve


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               thousand seven hundred and thirty 96/100 U.S. dollars), plus the
               corresponding Value Added Tax.

          3.   On October 24, 2006, Customer issued certain Purchase Order
               number 7000002817 to Alcatel Bell in the amount of USD$ 2,693,
               598.36 (two million six hundred and ninety three thousand five
               hundred and ninety eight 36/100 U.S. dollars) plus value added
               tax.

                                     CLAUSES

1    DEFINITIONS

1.1  For purposes of this Agreement, the terms hereinbelow listed shall have the
     following meanings, and should be thus understood when interpreting this
     Agreement, whether used in singular or plural form or in the masculine or
     feminine gender:

     "ACCEPTANCE" shall have the meaning assigned thereto in the Plan of Record
     ("POR"), attached to this Agreement as Exhibit 1;

     "CERTIFICATE OF ACCEPTANCE" shall have the meaning assigned thereto in the
     POR and Clause 11 of this Agreement.

     "PROOF OF ACCEPTANCE" shall have the meaning assigned thereto in the POR
     and Clause 11;

     "AFFILIATE" with respect to either of the Parties shall mean: (I) an entity
     which any of the Parties controls, either directly or indirectly, (II) an
     entity which controls any of the Parties, either directly or indirectly,
     (III) all entities controlled, either directly or indirectly, by any entity
     to which item (ii) above refers. For the purposes of the present definition
     "control" means possessing, directly or indirectly, the majority votes or
     rights for adopting decisions at any time during the term of this
     Agreement, though a majority of the shares entitled to vote or the voting
     rights;

     "BUSINESS DAY" shall mean any day on which the banks are open in Mexico;

     "CUSTOMER SITES" shall mean the locations listed in Exhibit 1;

     "CUSTOMER PLANT EQUIPMENT OR "CPE" shall mean the set top boxes and DSL
     gateway, as defined in Exhibit 1;

     "GOODS" shall mean the Equipment, Software and Technical Assistance
     comprising the IPTV System, delivery of which shall be the responsibility
     of Alcatel hereunder;

     "EQUIPMENT" shall mean any equipment, material or components supplied by
     Alcatel to Customer under this Agreement, according to the POR;

     "SERVICES" shall mean the assistance in implementing the System, as
     detailed in the POR;

     "SOFTWARE" shall mean the entire programming supplied by Alcatel to
     Customer hereunder, as detailed in the POR;

     "THIRD PARTY SOFTWARE" shall mean all the programming to be supplied by
     Alcatel


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     subcontractors and/or Alcatel to Customer under this Agreement;

     "OTHER COMPONENT" shall mean all hardware, software or services not
     delivered by Alcatel, but which are required as part of Customer's
     environment in order for the System to function correctly, and which shall
     require Alcatel to integrate and install the System or provide the
     Services, as established in Clause 4 hereof and detailed in the POR;

     "POR" shall mean the "Plan of Record", as mentioned in Clause 3, as
     established in Exhibit 1 hereto;

     "FAILURE" shall mean any deviation in System operation from the parameters
     established in the POR, and in accordance with Failures A, B and C
     hereinafter defined;

     "FAILURE A" shall mean that the System has collapsed completely, resulting
     in the impossibility of watching videos or using services, i.e. the
     impossibility of watching TV (all or substantially all of the subscribers),
     inability to purchase and/or see VOD (all or substantially all of the
     subscribers), inability to codify VOD and/or transmission services;
     inability to register new subscribers to the service; loss of invoicing
     functions, inability to access the user application interface (all
     subscribers) or violation of DRM security at 10% of unauthorized subscriber
     access, affecting the content availability of content suppliers;

     "FAILURE B" shall mean any problems affecting the main functions (such as
     EPG or VOD), the occasional loss of video or services, i.e. intermittent
     restarting of the STB, freezing and lack of intermittent response of the
     STB, occasional defects in the user interface (that is, it doesn't work as
     requested, for example, purchase of film by the subscriber, one cannot see
     a film, tries again and it works correctly), events without input or log
     are not being generated, the administrative functions do not work but in
     some way there is alternate working availability, (that is, provision to
     the subscribers cannot be performed manually, but the automated customer
     service system works);

     "FAILURE C" shall mean any problems reported affecting specific functions
     which are not essential, when the condition of error is not critical for
     continuing the operation, such as, for example, minor questions of video
     quality (for some subscribers, intermittently), a slow response on some
     occasions (for some subscribers, intermittently), the user interface is not
     consistent (design, colors, logotypes, navigation) but usable, the logs are
     being generated intermittently, or for requesting technical information and
     procedures in connection with the product.

     "FORCE MAJEURE EVENT" shall have the meaning assigned thereto in Clause 21
     hereto;

     "COPYRIGHTS" or "IP RIGHTS" shall mean, in any jurisdiction within the
     Territory:

     (i)  patents, registered or unregistered trademarks, service brands,
          applications and rights applicable to any thereto, databases,
          copyrights (including but not limited to, related rights and
          copyrights in software), know-how, designs and inventions;

     (ii) licensed rights, agreements, orders or any other issues related to the
          rights in item (i) above; and


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     (iii) any rights of a nature similar or related to any of the foregoing;

     "MS END USER LICENSING AGREEMENT" shall mean the "Software Licensing Terms
     of Microsoft/IPTV Servers of Microsoft" to be formalized between Customer
     and Microsoft, with respect to use of the MS IPTV Product, as established
     in Exhibit 4;

     "MS IPTV PRODUCT" shall mean the Microsoft computer programming supplied
     under the MS Licensing Terms, required to provide the IP television
     services with the System and to be provided by Alcatel Bell;

     "MS LICENSING TERMS" shall mean the terms and conditions applicable to the
     Microsoft IPTV Product, as established in Clause 19 and the End User
     Licensing Agreement;

     "COMMERCIAL AGREEMENT" shall mean the agreement executed by the parties on
     October 11, 2006, in which the terms and conditions under which the video
     through DSL (IPTV) solution, attached hereto as Exhibit 8, would be
     provided;

     "PROJECT MANAGER" shall mean the managers who have been appointed by the
     parties in accordance with Sections 9.2, 9.3 hereof and the POR;

     "MEMBERS OF THE PROJECT TEAM" shall mean those individuals appointed by the
     Parties to participate in the performance of this Agreement, as listed in
     the POR;

     "PRICE OF THE PROJECT" shall mean the amount to be paid by Customer in
     accordance with this Agreement, as established in Clause 5, and Exhibit 3
     hereto;

     "SCOPE OF THE PROJECT" shall have the meaning assigned thereto in Clause
     2.1 hereto;

     "EQUIPMENT OF THE SERVER" shall mean the hardware of the server as defined
     in the POR;

     "SUB-CONTRACTORS" shall mean the Alcatel sub-Contractors, in accordance
     with Clause 25.2.2;

     "SOFTWARE SUPPORT AND ASSURANCE AGREEMENT" shall mean the Software Support
     and Assurance Agreement to be executed by the Parties in accordance with
     the POR;

     "SYSTEM" shall mean the IPTV/VoD solution based on the following elements:
     Headend, Middleware (Microsoft TV (MSTV platform), Transport Network,
     Access Network, Data Network and the User Subscription Handler, as detailed
     in the POR;

     "TERRITORY" shall mean the geographic area of the Mexican Republic;

     "USED EQUIPMENT" shall mean any electric and electronic equipment (I)
     supplied by Alcatel to Customer under this Agreement, or any other
     equipment which Alcatel replaces with new Alcatel equipment (II) which is
     no longer used by Customer or its own end users (end of life), and (III) in
     connection with the obligation of Alcatel to gather in accordance with law,
     the regulations or national or supranational legislation applicable on the
     gathering of electric and electronic equipment waste, or any amendment
     thereto.


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     "PURCHASE ORDERS" shall mean documents issued by Customer, which shall
     include the specifications referred to in Exhibit 3 hereto.

     "EQUIPMENT RECYCLING AND/OR WASTE" As per the provisions of Exhibit 8 to
     this Agreement, the parties agree that in the event the contents of such
     Exhibit are applicable, the expenses generated in their application shall
     be for the account of Alcatel.

     "PAYMENT TERMS AND CONDITIONS" shall mean the terms and conditions of
     payment established herein and agreed upon by the parties.

2    SCOPE OF THE PROJECT

2.1  According to the terms of this Agreement, Alcatel undertakes to supply the
     IPTV/VoD solution based on the Microsoft TV (MSTV) platform and other
     elements of the System, at the Sites of Customer, which solution consists
     of Goods to be incorporated in the network of Customer through the
     provision of Services, to the extent defined in the Commercial Agreement,
     in order that Customer is able, in turn, to provide IPTV/VoD services in
     the Territory to its subscribers. Customer likewise undertakes to accept
     the System and pay the price thereof, in accordance with the terms of this
     Agreement and Exhibits thereto.

2.2  For implementation of the System, Alcatel Bell shall supply Goods and
     Alcatel Mexico shall supply the Services and local supplies.

2.3  In accordance with the terms and conditions of this Agreement and Exhibits
     thereto, Alcatel agrees that Customer may offer the IPTV services to its
     customers as from March 16, 2007, and shall therefore inform Customer in
     writing in connection therewith. In this case Alcatel shall receive as
     additional fee compensation 2% (two percent) of the total amount of
     Purchase Orders Nos. 7000002816 and 7000002817, that is, the amount of USD
     $10,506,329.32 (Ten Million Five Hundred and Six Thousand Three Hundred and
     Twenty Nine U.S. Cy.).

2.4  The Parties agree that in the event there is any discrepancy between the
     terms and conditions of this Agreement and those established in the
     Commercial Agreement, the terms and conditions contained in this Agreement
     shall prevail.

3    PLAN OF RECORD (POR)

3.1  The POR is the detailed implementation plan for the display and start-up of
     the System, including among other things, a detailed description of the
     System.

3.2  Any change to the POR shall be evidenced by written agreement between the
     Parties, in accordance with Clause 22.3 hereto.

3.3  The Parties hereto agree that should any unforeseen questions arise in
     connection with the display and that Alcatel is not informed on time, or
     that Customer demand changes in the configuration of the System and changes
     be required in the POR, the foregoing could suppose adjustments such as a
     review of the Agreement price established for Goods and Services and the
     delivery


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     program, among others.

4    OTHER COMPONENTS

4.1  GENERAL

The Parties agree that for purposes of this Clause, any hardware, software
equipment or third party services provided by Alcatel shall not be considered as
Other Components.

     4.1.1 Unless otherwise specified in this Agreement, Customer shall be
          responsible for acquiring all the hardware, software and/or services
          not delivered by Alcatel, but required as part of Customers
          environment in order for the System to function properly, and which
          Alcatel requires to integrate and install the System or provide the
          Services (hereinafter "Other Components"). The Parties agree that
          Customer shall be the sole owner, lessee or licensee of any Other
          Components used by it and which Alcatel requires in order to comply
          with the terms and conditions of this Agreement and the exhibits
          thereto, and therefore Customer shall retain the financial and
          administrative responsibility for such Other Components.

     4.1.2 Customer guarantees that any Other Component, instruction or
          information (such as interface information) provided by Customer to
          Alcatel shall not result in Alcatel violating any Third Part's
          Copyright. Customer should, in any case, indemnify Alcatel for any
          claim for Copyright violation which arise from the use thereof by
          Alcatel.

     4.1.3 The Parties agree that some of the guaranties of the Other
          Component's manufacturer or the terms and conditions of the Service
          Agreement of such Other Components may be cancelled in the event
          Alcatel or any person other than the manufacturer or its authorized
          representatives manipulate same. Therefore Alcatel assumes no
          responsibility whatsoever for the guarantees of third parties nor for
          any consequence which the Goods and/or Services might have on such
          guarantees. The Other Components shall be exclusively subject to the
          terms and conditions agreed between Customer and such third party

     4.1.4 Alcatel shall have no obligation whatsoever to perform any services
          should any Other Component fail to satisfy any local regulation.

4.2  INTEGRATION OF THE SYSTEM WITH OTHER COMPONENTS

     4.2.1 Alcatel shall engage in reasonable efforts to consult and, as
          applicable, cooperate with suppliers of Other Components and with
          those which Alcatel must work to comply with the specifications or
          requirements of the System, such as manufacturers of set top boxes
          which have not been recommended by Alcatel, together with other
          independent hardware and software suppliers.

     4.2.2 Alcatel may provide access to the interfaces and other records
          reasonably required to achieve such inter-operability. The obligations
          of Alcatel shall be conditional on the reasonable and timely
          cooperation of Customer and of third party suppliers to achieve such
          inter-operability. Customer shall make the necessary efforts in order
          that such third parties


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          cooperate reasonably with Alcatel in the supply of such services.
          Alcatel may require that each third party formalize a confidentiality,
          license or other agreement reasonably acceptable to both parties in
          order to provide such services.

     4.2.3 Alcatel may only recommend to Customer the Set Top Boxes and ADSL 2+
          modems previously approved by the parties.

5    PROJECT PRICE, TAXES AND PAYMENT CONDITIONS

5.1  The Price of the project has been established in the Commercial Agreement
     and is subject to the assumptions, terms and conditions defined in such
     Agreement. For Project implementation Customer shall issue the Purchase
     Orders mentioned in this Agreement and in the Exhibits thereto.

5.2  Prices for the Goods to be supplied by Alcatel Bell have been established
     in the CIF conditions (Incoterms 2000) to be delivered at the port of entry
     agreed by the Parties.

5.3  Prices for the Goods and Services of the System shall be based on the
     technical suppositions as listed in this Agreement and in the Commercial
     Agreement, and shall remain in force during the term of this Agreement. Any
     modification to the technical and/or commercial conditions may result in
     adjustments to the Price of the Project and, as such, is subject to an
     amendment to this Agreement, in accordance with Clause 22.

5.4  The Parties hereto have agreed on the implementation of a credit by Calyon
     Francia Bank for payment of the Goods, to be granted by Alcatel Bell.

5.5  All payments shall be made without any withholding or deduction whatsoever,
     in U.S. Dollars. Should any equivalent to be determined in Pesos in any
     other document, this shall be exclusively for informative purposes.

5.6  Invoicing and payments between Alcatel Mexico and Customer shall be carried
     out as follows:

     Services, shall be paid in the following manner:

     An advance of 15% (fifteen percent) on the Purchase Order, 15 (fifteen)
     days following acceptance thereof and after presentation of the respective
     invoice. This payment shall be made by means of a wire transfer to the
     account of Alcatel Mexico, S.A. de C.V., according to the following
     instructions:

     Bank: ABN Amro Bank
     Location: Park Av. New York N.Y.
     Account No. 456060392941
     Swift code ABNAUS33.

     The remaining 85% (eighty-five percent) of the purchase order shall be paid
     at 45 (forty-five) days, counted as from the date of the letter of
     acceptance of the System and in accordance with Maxcom invoicing and
     payment policies, against the corresponding invoice and by means of a wire
     transfer according to the banking instructions detailed above.


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5.7  Invoicing and payments between Alcatel Bell and Customer shall be as
     follows:

     In the event of Goods, an advance of 15% (fifteen percent) on the Payment
     Order addressed to Alcatel Bell, shall be paid 15 (fifteen) days following
     the latter's acceptance, and once submited the respective invoice. This
     payment shall be made by means of a wire transfer to the account of Alcatel
     Bell N.V., as follows:

     Bank: ABN Amro Bank
     Location: Park Av. New York N.Y.
     Account No. 456060351141
     Swift code ABNAUS33.

     The remaining 85% (eighty-five percent) of the Purchase Order for the
     respective Goods shall be paid as per the financing schedule of the Caylon
     Francia Bank, following prorrata dispositions of shipments made against
     submiting, by Alcatel Bell N.V. to the Calyon Francia Bank, of the invoice,
     shipping documents and packing list.

5.8  The Parties hereto agree that the amount established in Clause 2.3 of this
     Agreement shall be paid 30 (thirty) days following the presentation date of
     the respective invoice.

5.9  Outstanding payments shall be subject to interest as from maturity date
     thereof until payment in full of the amount owed to Alcatel based on the
     LIBOR INTERBANK RATE FOR EURO/6 MONTHS + 300 BPS( BASE POINTS)]. Without
     prejudice to the foregoing, in the event Customer effects no payment on the
     due date and/or fails to pay the corresponding amounts within fifteen (15)
     days following the formal requirement for payment, Alcatel may suspend the
     Services and/or part or all of the deliveries of Equipment or Software
     until such time as payment is made. Alcatel shall not be responsible for
     delays arising from suspension of the Services and/or the suspension of
     Equipment or Software deliveries due to default on payment by Customer.

5.10 The Parties hereto agree that, with respect to the importation transaction,
     process, Alcatel Mexico shall pay all taxes, duties and contributions
     corresponding to Customer under current applicable law and which can be
     made by Alcatel Mexico, and shall also cover expenses incurred by the
     customs agent and carriers, and shall therefore be responsible for any
     imports.

     Once the respective payments have been made, Alcatel Mexico shall submit
     invoices to include all proof evidencing the import transaction (Original
     waybills, customs agent costs, freight costs, certificates of origin, etc.)
     which shall be payable 30 (thirty) days following their filing for review
     at Customer's facilities.

     Importation by Alcatel Mexico must comply with all requirements of our
     country's customs legislation, together with payment of Treasury
     contributions incurred during the importation process of merchandise.

     The obligation of Alcatel Mexico in Customer's import operations must apply
     correctly in each case the certificates of origin of the equipment, customs
     tariffs, letters of no-commercialization, NOMs (if applicable) sectorial
     registers (if applicable), descriptions of the equipment and all
     documentation which may be required for the due entering the country of the
     equipment and/or software.

     The following issues shall be considered:


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          -    Validation and use of the correct tariff classifications

          -    Filing of a Certificate of Origin ( if applicable )

          -    Commercial invoice

          -    Packing list

          -    Series numbers

          -    Original bill of lading

          -    Original airwaybill ( if by air ) or Letter of Carriage ( if by
               land )

          -    Documents verifying a breakdown of Customs costs and operating
               expenses.

          -    Letters of no-commercialization and/or translation letters as
               necessary, which should be issued by Alcatel Mexico and delivered
               to Customer for authorization by the legal representative.

          -    Advising by Alcatel Mexico whether merchandise requires sectorial
               registration in order to process it in due course, in which case
               the supporting and resolving intervention of Alcatel Mexico
               before the Customs authorities shall be necessary in order for
               Customer to obtain such sectorial registration (as applicable)

     In the event Treasury and Customs authorities find any errors in the
     importation process, whether a wrong tariff classification, the misuse of
     Certificates of Origin, erroneous descriptions, etc., within the bill of
     lading, Alcatel Mexico shall be obligated to clarify, resolve and pay such
     authorities and hold Customer harmless, without any charge thereof to
     Customer.

     Alcatel Bell shall provide Alcatel Mexico all the correct documentation for
     the importation process. Delays arising due to the lack of documentation
     for entering Mexico shall be the full responsibility of Alcatel Mexico,
     without these expenses understood as delays, storage, etc., being payable
     by Customer.

     Likewise, due to the fact that Alcatel Bell provides the CIF conditions in
     accordance with the Incoterms 2000 definition of the International Chamber
     of Commerce as regards equipment, Alcatel Mexico shall provide that prices
     of importation services to be supplied in national territory shall be DDP,
     in accordance with the Incoterms 2000, providing that Alcatel Mexico shall
     effect the entire entering process on behalf of Customer and provide
     insurance for the merchandise until this is delivered at Customer's
     facilities indicated by the latter, and therefore the risk of loss shall be
     covered up to delivery at the final destination.

5.11 Should either of the Parties be obligated to pay directly any tax
     corresponding to the other under applicable legislation and this Agreement,
     such Party undertakes to reimburse such taxes in full including the
     expenses, duties and other taxes resulting from such reimbursement in the
     same currency used by the former, within 30 (thirty) days following the
     payment by the other Party upon presentation of evidence thereof.

5.12 In the event that, subsequent to execution of this Agreement, a change in
     the law, regulations or decree from a competent authority implies
     additional costs for Alcatel as regards supply of the Goods and/or
     Services, or in conection with the performance of any work or of any
     temporary or urgent work, Customer shall assume responsibility for and pay
     such expenses. The Parties shall meet for the purpose of examining, in good
     faith, the possibility of mitigating the consequences of such change in
     legislation on the implementation of the


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     Agreement.

6    DELIVERY AND TRANSFER OF OWNERSHIP.

6.1  The Goods of the Project shall be delivered CIP according to Incoterms 2000
     of the International Chamber of Commerce.

6.2  Unless otherwise resolved in writing, the ownership of the Goods shall pass
     to Customer upon termination of the respective Tests of Acceptance, in
     accordance with the guidelines established in the POR.

7    COOPERATION

7.1  Supplying of the System shall require active and continuous cooperation
     between Alcatel and Customer. The Parties shall implement a work team with
     qualified members and the necessary experience, providing same with
     sufficient information on this Project in order that, if necessary, they
     may supply all the information which the Parties may require in connection
     with the System.

7.2  The Parties agree that the POR and/or the Services to be rendered may
     include counseling and recommendations. All decisions in connection with
     the implementation of such counseling and recommendations shall be adopted
     in accordance with Clause 22.3 hereof.

7.3  In order for Alcatel to be able to comply with its obligations under this
     Agreement satisfactorily, Customer shall collaborate in all stages of the
     Project.

7.4  Customer shall deliver to Alcatel all materials and information which the
     latter may reasonably require at any time as specified in this Agreement,
     or those others required in order for Alcatel to perform its obligations
     correctly. Customer shall ensure the exactness and integrity of such
     information and shall assume any consequence which may result from inexact
     or incomplete information provided to Alcatel.

7.5  The Parties agree that Customer may grant Alcatel a non-exclusive,
     non-transferable and free license to use any Works protected by copyright,
     author's rights, inventions, patents, computer programs and information
     (such as interface information), for the sole purpose of Alcatel complying
     with its obligations under this Agreement and, as applicable, ensuring that
     its employees and sub-contractors are aware of such information and data,
     which shall be maintained under the strictest confidentiality. In the event
     that such license is not granted and is required for due compliance with
     the System, Alcatel shall not be responsible for implementing same, nor for
     any other obligation referred to in this Agreement, therefore no
     penalization whatsoever may be applied thereto and it may, at its option,
     terminate this Agreement.

7.6  Customer shall provide through its own personnel or ensure the provision
     of, the buildings, facilities, equipment, work, services and access thereto
     required for Alcatel to access same through its own personnel for
     compliance with its obligations. Failure to comply with the provisions of
     this Clause may result in the delay of Goods and/or Services. Customer
     shall permit Alcatel access as may be required, to inspect the Site of
     Customer prior to the installation. Customer shall be responsible for
     ensuring that the Site of Customer is ready for installation,


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     whether or not Alcatel effects a previous inspection, and notwithstanding
     any findings which Alcatel may or may not have informed on such occasion.

7.7  The Parties understand that performance of each one depends on the prompt
     and efficient implementation of its responsibilities under this Agreement,
     and the opportune decisions and approvals adopted by each in order to
     comply with this Agreement.

7.8  On carrying out their obligations hereunder, the Parties shall be entitled
     to validate any instruction, authorization, approval or information
     received from the other Party through the latter's Project Manager or, as
     regards the areas of competence specifically identified by the Project
     Manager, any other Member of the Project Team, as the one having the
     authority to provide such instruction, authorization, approval or
     information in the name of each party hereto, within the area of competence
     of such person.

8    ASSUMPTIONS AND DECISIONS

8.1  The assumptions considered for the formalization of this Agreement and,
     specifically, the definition of System scope and prices, shall depend on
     the exactness of the information provided by the Parties and established in
     the Commercial Agreement, together with that included in the POR; therefore
     should discrepancies exist in the information provided by Customer, Alcatel
     reserves the right to amend the scope and prices of the System.

8.2  The Parties shall mutually provide such documents, reports and other
     information required or desirable in order for the other party to verify
     any provision established hereunder. Should it be reasonably determined as
     a result of such review that any assumption provided by the party
     delivering same is inexact in any material aspect, the other Party shall be
     advised of the estimated impact of such inexactness. The Parties agree to
     provide mutually acceptable alternatives and, as applicable, make any
     reasonable adjustment to their obligations, by entering into an agreement
     amending this Agreement.

9    PROJECT MANAGEMENT

9.1  Management for implementation of this Agreement shall take place in
     accordance with the POR.

9.2  Each Party shall appoint its respective Project Manager, who shall be
     responsible for complying with this Agreement insofar as regards the Party
     who appointed him, and shall have full authority to adopt technical
     decisions.

9.3  Each Party agrees to promptly inform the other Party should the Project
     Manager be replaced; however the Parties shall endeavor to maintain their
     continuity and not replace any of them without cause. The Parties shall
     have a process to enter communication at internal level between Customer
     and Alcatel managements, and the Parties hereto any appoint additional
     persons of contact should either of the Parties so require.

9.4  In the event any of the Members of either of the teams be unable to
     continue supplying the service, the Party concerned shall appoint the new
     member and notify the other Party accordingly.


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9.5  The Project Managers appointed by the Parties shall keep such Parties
     informed on the progress of System implementation at least once a week.

10   INSTALLATION

10.1 Installation of the System at the Sites of Customer shall be carried out in
     accordance with the procedures established in the POR. Customer should in
     any case have previously prepared the respective Sites, in accordance with
     the POR.

11   PROCEDURE FOR ACCEPTANCE OF THE SYSTEM

11.1 Upon termination of System installation, and in accordance with the timing
     program established in the POR, Alcatel shall convene Customer in writing
     to effect the Acceptance Tests. The Acceptance Tests shall take place in
     accordance with the POR, within the terms therein specified.

11.2 In the absence of any Failure A, or if the number of Failures B does not
     exceed 5 (five), the System shall not be rejected, always providing that
     Alcatel resolves such defects and deficiencies within 30 (thirty) days
     thereof, or within a reasonable term agreed by the Parties.

11.3 In the event of any Failure A, or should the number of Failures B exceed 5
     (five), Customer shall address a report to Alcatel listing the Failures and
     shall allow a minimum limit of 30 (thirty) days for Alcatel to correct such
     Failures. Alcatel shall correct any Failures promptly and again propose the
     System for effecting the Acceptance Tests within the term established
     therefor, and once the tests are successfully passed, the Certificate of
     Acceptance shall be signed and delivered.

     Once the Acceptance tests have been made, Customer shall be informed in
     writing and shall respond within a term of 7 days, granting the
     corresponding acceptance.

11.4 In the event the foregoing does not occur, the System shall be considered
     to have been accepted by Customer if (I) Customer, despite having been
     previously informed by Alcatel, fails to attend the Acceptance Tests, and
     such test is successfully carried out solely by Alcatel (i.e. as described
     in clause 11.2), (II) Customer fails to sign the certificate of acceptance
     3 (three) days after the Acceptance Tests are successfully concluded, (III)
     Customer shall commence "launching the product on the market" of the
     services (as defined in the POR), or (IV) should the System fail to pass
     the Acceptance Tests once the following have been duly verified:

     11.4.1 Failures of the Other Components;

     11.4.2 Defective information or data supplied by Customer;

     11.4.3 Inadequate operation of the System by Customer;

     11.4.4 Any other reason not attributable to Alcatel and/or its
          Subcontractors.


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12   PENALTIES FOR DELAY

12.1 In the event of delay in the presentation date scheduled for the System for
     the Acceptance Tests, as established in the POR, for reasons attributable
     to Alcatel and not for circumstances outside the reasonable control of
     Alcatel, then Customer shall be entitled to claim a conventional penalty
     equivalent to 0.16% (zero point sixteen percent) of the price of that
     portion of the System to be presented for the Acceptance Tests by the last
     date referred to in the conditions, by additional Business Days of delay,
     up to a maximum of 5% (five percent) of such price.

12.2 In the event of delays originated by any default of Customer, Alcatel shall
     be entitled to postpone its compliance in accordance with this Agreement,
     for a term equal to that which Customer has incurred in delay.

12.3 The Parties hereto agree that the conventional fines herein established are
     considered a preliminary estimate of the potential damages, and Customer is
     therefore released from its obligations to verify the occurrence and the
     amount thereof. Therefore, the Parties agree that payment of such fines
     shall release Alcatel from its liability and shall represent full
     compensation for any claim by Customer with respect to any responsibility
     of Alcatel. The amount resulting from the fines cannot be deducted from any
     amounts owed to Alcatel, and shall be paid by Alcatel to Customer by wire
     transfer within 90 (ninety) days following the reaching of an agreement as
     to its amount.

12.4 In the event Alcatel fails to pay the fines in acordance with the
     provisions of the preceding paragraph, outstanding payments shall be
     subject to interest as from maturity date thereof and until full payment
     has been received from Alcatel, calculated on the LIBOR ESTABLISHED
     INTERBANK AMOUNT OF THE EURO RATE/6 MONTHS + 300 BPS P.A. ( BASE POINTS).

12.5 In the event Customer fails to offer the IPTV services to its customers as
     from April 1, 2007, Alcatel shall pay a penalty equal to 0.16% (zero point
     sixteen percent) for each day's delay to a maximum of 5% (five percent)
     over the total amount of Purchase Orders Nos. 7000002816 and 7000002817,
     that is, the amount of USD$10,506,329.32 (Ten Million Five Hundred and Six
     Thousand Three Hundred and Twenty-Nine Dollars, 32/100).

13   WARRANTY

13.1 GENERAL PROVISIONS RELATED TO THE WARRANTY

     13.1.1 Alcatel guarantees the quality and good working of the System
          according to the details specified in the POR, for a period of 12
          (twelve) months counted as from its Acceptance.

          The special provisions on the warranty for the MS IPTV Product are
          established in the MS License.

     13.1.2 The repaired or exchanged equipment shall be supplied in accordance
          with the procedures applied by the relevant Subcontractor, up to
          whether the last to occur of (I) the warranty period for the Equipment
          originally supplied, or (II) a period of 6 (six) months as from the
          date of the corresponding repair or exchange.


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          In the event the System or its essential elements show recurrent
          defects of the so-called "Failures A" and "B" in a six month period
          within or out of the warranty period, Alcatel shall be obligated to
          review the cause of the "Failures A" and "Failures B" which have
          presented themselves in the System at no additional cost to Customer,
          and undertakes to replace the System components giving rise thereto at
          no cost to Customer.

          The System components replaced by Alcatel further to the preceding
          paragraph shall be guaranteed for 12 (twelve) months, as from the date
          of substitution or replacement in the System.

          In the event of repaired or replaced equipment, the import and/or
          export costs shall be covered by Alcatel.

     13.1.3 These warranty obligations shall not be applicable if (I) the
          System, or any part thereof undergoes modifications, alterations or
          repairs without the authorization of Alcatel, or (II) Customer fails
          to comply with its obligations under the warranty provisions, or (III)
          any the defects arise as a result of the negligence, abuse, lack of
          maintenance, unsuitable handling, storage, operation, interconnection
          or installation for any reason not attributable to Alcatel, or (IV)
          despite adequate notice of Alcatel, Customer fails to continuously
          provide a suitable operative and installation environment,

     13.1.4 Alcatel shall inform in writing Customer at least 6 (six) months in
          advance, in the event that any component of the System is discontinued
          in the market, with the exception of the Other Components.

     13.1.5 The Parties hereto represent that the foregoing obligations in
          connection with the Alcatel warranty are in line with the mandatory
          provisions of applicable law. Therefore, the foregoing constitutes all
          the warranty obligations of Alcatel with respect to the System, and
          shall be to the entire satisfaction of the responsibilities of Alcatel
          as regards defects or breakdowns in the System or any part thereof.

13.2 GENERAL WAIVERS

     13.2.1 The products and services provided free of charge shall be supplied
          "as they are", with no guaranty whatsoever. Customer agrees that the
          provisions of this paragraph as regards free products and services are
          reasonable including, among other aspects, that they shall be provided
          free of charge in order to grant Customer an opportunity to see
          whether they are appropriate for its business, and without full and
          complete tests on the part of Alcatel.

     13.2.2 Insofar as regards diagnosis of the Failure and correction thereof,
          Customer shall deliver the System to Alcatel in such a way that
          Alcatel may begin to correct any defects without additional
          preliminary work. Customer shall provide reasonable assistance,
          including having available reports on Failures, data files, logs and
          similar articles with respect to the System, together with the
          additional computer devices required to reproduce the conditions
          existing at the time Failure arose. Such reasonable assistance shall
          be provided to Customer at no cost.


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14   INFORMATION AND TRAINING

14.1 Standard training and information shall be supplied in accordance with this
     Agreement and the POR.

14.2 In order for the training to take place, Customer shall pay any traveling
     expenses of its agents, which should be previously approved by Customer in
     writing.

15   RECYCLING AND/OR DISCARDING OF THE EQUIPMENT

The conditions for recycling and discarding the Equipment applicable to this
Agreement, are provided in Exhibit 6.

16   EXPORT CONTROLS

16.1 The Parties agree to comply with all export control regulations imposed by
     the governments of Belgium, Canada and the United States of America.
     Customer specifically agrees that the Goods supplied or licensed by Alcatel
     hereunder are subject to commercial penalties and to the export control
     laws, as well as to the regulations of the United States of America, and
     shall not be exported, re-exported, re-transported nor transferred directly
     or indirectly, contrary to the orders, law or regulations of the United
     States of America.

17   OWNERSHIP AND RIGHT OF USE

17.1 OWNERSHIP

     17.1.1 Alcatel shall retain all Copyrights specifically related to the
          descriptions, plans, designs and other documents, together with any
          methods, patents, know-how and tools (including software) belonging to
          Alcatel and/or which Alcatel may have used to develop and provide the
          System or to perform the Services, or which Alcatel may have included
          in such System. Nothing shall prevent Alcatel from (I) carrying out
          same or similar Services, nor from (II) using its know-how, skills and
          expertise, nor any idea, know-how and techniques acquired or used in
          rendering the Services.

     17.1.2 In the event that any invention be implemented by Alcatel in
          connection with the performance of this Agreement, it shall be
          entitled to file any patent or utility model application on such
          invention in its name, at its own expense and in all countries.

          In the event that any invention be implemented jointly by the parties
          to comply the purpose hereof, the Parties shall agree on any terms and
          conditions for its registration before the corresponding authorities.

17.2 SOFTWARE

     17.2.1 The copyright for any Software which may be transferred in any way
          with the System, including but not limited to computer programs or
          modules and related documents, belong to Alcatel or to its licensees.
          Alcatel


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          grants Customer no right whatsoever over any Software other than that
          specifically specified herein. Customer agrees not to remove nor alter
          any notice of copyrights appearing in the Software provided hereunder.

     17.2.2 Alcatel shall grant Customer an exclusive and non-transferable right
          (without the right to sub-license) to load, run, unfold, execute and
          store the Software in the form delivered (i.e. object code) in the
          System, in accordance with the POR.

     17.2.3 Customer shall not be entitled (I) to translate, organize or modify
          the Software, or assume for himself the correction of any error
          contained therein, (II) to reproduce the Software in whole or in part
          in any manner except to make the copies for the loading, sampling,
          execution or storage of the Software in accordance with the POR, and
          (III) to sublicense or assign the Software.

     17.2.4 Should Alcatel deliver a backup copy of the Software to Customer,
          such delivery shall in no way be understood as an authorization for
          Customer to make additional backup copies.

     17.2.5 Customer agrees not to recompile, reverse engineering, nor
          disassemble the Software or any part thereof.

     17.2.6 Subject to any revelation expressly authorized by Alcatel, Customer
          shall maintain the Software as confidential, including, but not
          limited to, printed manuals or materials in connection with computer
          programs covering such Software and shall ensure that his employees
          and any third parties involved in the exploitation of the Software
          maintain the confidentiality of such Software.

     17.2.7 The information of the user and other information required for the
          Software supplied by Alcatel hereunder, may only be used by the
          employees of Customer on "as needed" basis for the operation of the
          System. Customer shall be entitled to make a reasonable number of
          copies solely for the use of such employees, and only for such
          purpose.

     17.2.8 Any special restriction or requirement for the use of the
          Subcontractor Software provided by Alcatel shall be binding on
          Customer.

17.3 COPYRIGHT OF THE MS IPTV PRODUCTS.

     The copyrights in connection with the MS IPTV Product shall be governed in
     Terms of the MS license. In the event of discrepancy between this Clause
     and the Terms of the MS license, the latter shall prevail with respect to
     the MS IPTV Products.

18   VIOLATION OF COPYRIGHTS

18.1 Subject to the terms and conditions of this Agreement, Alcatel shall
     release Customer from any responsibility and defend the Customer against
     any claim for violation of copyrights of any third party, always providing
     (I) the System has been used in accordance with the POR, (II) the System
     has not been amendend without the prior express consent of Alcatel, (III)
     the supposed violation is not due to the MS IPTV Product in the copyrights
     of any third party which have been


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     governed solely by the Terms of the MS license, and (IV) Customer has given
     Alcatel prompt notice of the claims filed or threatening actions and has
     advised Alcatel of all the relevant documents and information held by
     Customer.

18.2 If Customer receives a court order stating that the Equipment or Software
     supplied by Alcatel contravenes the copyrights of a third party, Alcatel
     may, at its own cost and option: (I) acquire for Customer the right to use
     the Equipment or Software in question, (II) or change such Equipment or
     Software in such a way that it contravenes no copyright, or (III) should
     one of the foregoing options be feasible in reasonable terms and
     conditions, Alcatel shall return the defaulting potion of the Equipment or
     Software and reimburse the purchase price.

     If any of the foregoing options apply, the provisions of insert b) of
     clause entitled Effectiveness, Term and Termination shall apply.

18.3 The Goods provided by Subcontractors may be supplied with copyright
     violation conditions still more restrictive than those applied by Alcatel.
     Customer agrees that, prior notice to Alcatel, such more restrictive
     conditions shall be incorporated to this Agreement by reference and shall
     be applied to such Goods provided by the Subcontractors. This Clause shall
     not be applicable to the MS IPTV Product which is governed solely by the MS
     licensing Terms.

18.4 The responsibility for damages suffered by Customer by reason of any claim
     by third parties against Customer based on any violation by the MS IPTV
     Product of such copyrights of the third party shall be determined by the MS
     licensing Terms.

19   SPECIAL CONDITIONS APPLICABLE TO THE MS IPTV PRODUCT

     The special conditions applicable to the MS IPTV Products are established
     in Exhibit 4 hereof.

20   LIMITATIONS AND/OR EXCLUSIONS OF LIABILITY

20.1 GENERAL

     20.1.1 Notwithstanding any other provision to the contrary, neither of the
          Parties shall be responsible for any indirect or incidental damage
          including, but not limited to, commercial damages, interruption of
          business, anticipated loss of business, revenues or profits, loss of
          customers, loss of use or loss of data.

     20.1.2 Neither of the Parties shall be responsible in any case for loss or
          damage suffered by either of them as a result of any default by the
          other Party in the implementation of its obligations.

     20.1.3 Notwithstanding any other provision, the total responsibility of
          Alcatel under this Agreement for direct or indirect damages, together
          with the amount resulting from payment of the fines established in
          Clause 12.1, shall in no event exceed an amount equal to 10% (ten
          percent) of the project Price paid by Customer up to that date.

     20.1.4 The responsibility of Alcatel shall end upon termination of this
          Agreement.

20.2 SPECIAL PROVISIONS FOR THE MS IPTV PRODUCT


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     The responsibilities in respect of the MS IPTV Product shall be governed
     exclusively pursuant to the Terms of the MS license.

21   FORCE MAJEURE

21.1 Neither of the Parties shall be responsible for default under this
     Agreement, if such default was the result of circumstances beyond its
     reasonable control (including but not limited to: strikes or labor
     disputes, wars, hostilities or sabotage, epidemics, severe weather
     conditions, earthquakes, government actions or omission of Subcontractors
     by reason of natural disaster or force majeure), always providing the Party
     invoking this Clause has: (I) notified the other Party as soon as possible
     of the existence of such circumstances, (II) used its reasonable efforts to
     mitigate the consequences of such circumstances, and (III) shall continue
     to comply with this Agreement as soon as such circumstances cease to exist.

21.2 If any of such circumstances continue for more than 3 (three) months, the
     Parties agree to commence dealings for the purpose of amending this
     Agreement.

22   MODIFICATIONS AND WAIVERS

22.1 No provision of this Agreement shall be modified, added to or waived,
     except by the written agreement of the Parties.

22.2 The waiver of any right or failure to exercise any action which by law
     corresponds to either of the Parties, arising from default hereunder, shall
     at no time be considered as a waiver of rights or non-applicability of
     subsequent rights.

22.3 The Project Managers of each of the Parties hereto may make changes to (I)
     the POR in accordance with the rules therein established, and (II) the
     scope of the Maintenance Services in accordance with the rules established
     in the POR. Each reviewed POR shall replace the previous one.

23   CONFIDENTIALITY

23.1 Any information, including but not limited to data, business information,
     technical information, specifications, drawings, schedules, models,
     registers, samples, tools, computer programs and written or oral
     information received by any other means (hereinafter referred to as the
     "INFORMATION"), provided by either of the Parties to the other, shall
     continue to be the property of the informing Party.

23.2 Information received from the informing Party shall be kept under strict
     confidentiality by the receiving Party, and shall only be used to comply
     with this Agreement. Each Party agrees to adopt all other measures with
     respect to its employees who may have access to the information revealed by
     the other Party. Confidentiality and restrictions on the use of information
     received from the other Party shall not apply to the information (I) which,
     at any time its revelation is, or subsequently becomes (without violation
     by the receiving Party) of public domain, or (II) which has been known by
     the Receiving Party prior to revelation by the informing Party, without
     obligation or restriction as such; or (III) if the receiving Party or any
     of its Affiliates may evidence that it was developed independently,


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     without the benefit of the information received from the informing Party.

23.3 Notwithstanding the foregoing, either of the Parties shall be entitled to
     reveal the information received from the informing Party or any other party
     to its Subcontractors as far as they need to know same for compliance with
     this Agreement, always providing the Subcontractor assumes such
     confidentiality obligation.

23.4 This Clause shall continue in force for 5 (five) years following expiry or
     termination of this Agreement for any reason whatsoever.

24   EFFECTIVENESS, TERM AND TERMINATION

24.1 EFFECTIVENESS AND TERM

Unless the Parties otherwise agree, no contract nor provision whatsoever shall
come into effect for delivery purposes, until:

     -    the Parties hereto enter into this Agreement;

     -    the advance mentioned above has been received;

     -    approval is obtained from the competent government authorities;

     -    The Export Financing becomes effective and is available

     -    Final approval is received from the Belgian financial authorities

24.2 TERMINATION

     24.2.1 This Agreement may be terminated by either of the Parties by means
          of a notice to the other Party if any of the following events occur:

          -    In the event of any material default by either of the Parties
               (hereinafter the "Defaulting Party") on its contractual
               obligations which is not remedied within 45 (forty five) days
               counted as from the receipt of written notice from the other
               Party stating the nature of the default and asking that it be
               remedied, or

          -    In the event of default on timely payment of any amount owed
               under this Agreement, once the respective notice has been made by
               the other Party; or

          -    In the event of Force Majeure having subsisting for 6 (six)
               months or more; or

          -    In the event judicial dissolution proceedings have been
               instituted, or any proceedings which may result in judicial
               dissolution over all or any part of its company, upon dissolution
               or commitment in favor of its creditors or when negotiations have
               commenced for this purpose, unless such proceedings have been
               resolved within a term of four (4) weeks, or in the event the
               Defaulting Party declares a moratorium on the payment of its
               debts, or should the Defaulting Party be unable to meet its
               financial obligations,

          -    When the other Party informs the Defaulting Party in writing with
               respect to termination of this Agreement, without prejudice to
               its other rights according to the Law.


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     24.2.2 Additionally, Alcatel may terminate this Agreement, without taking
          into consideration the period mentioned in the preceding Clause,
          should Customer fail to comply with the Terms and Conditions of the MS
          License.

     24.2.3 In the event of termination

          (a)  by Alcatel due to Customer default, as mentioned in Clause 24.2.1
               and 24.2.2 above, Customer shall pay Alcatel the price of the
               System and Services already delivered and the amounts, should any
               exist, which should be paid to Alcatel on the termination date,
               including costs and expenses incurred or having an irrevocable
               commitment by Alcatel with respect to the System and Services not
               yet delivered, or not fully completed on the termination date;

          (b)  by Customer due to Alcatel default, as mentioned in Clause 24.2
               above, Customer may:

               -    Retain the System and Services already delivered subject to
                    payment of a suitable price; or

               -    require from Alcatel reimbursement of each payment made
                    within 30 (thirty) days following that on which it is
                    terminated/withdrawn, subject to delivery of the
                    corresponding credit note from Customer and dismantling and
                    removing the System from the Site of Customer at the cost of
                    Alcatel.

25   MISCELLANEOUS

25.1 CONSIDERATIONS ON THE MERGER OF ALCATEL AND LUCENT

     The Parties hereto agree that, once the imminent merger between Alcatel and
     Lucent has been published, Alcatel undertakes to honor this Agreement and
     the Exhibits thereto, and to comply with its obligations thereunder, in
     addition to supporting the offered platform, including any elements
     supplied. Notwithstanding the foregoing, Alcatel agrees that, if as a
     concequence of the merger the Middlewave Microsoft IPTV platform ceases to
     be the platform supported by Alcatel, this shall be replaced at its own
     cost by its new platform. In the event that the new platform is not
     compatible with the Set Top Boxes of the base installed by Customer during
     performance of this Agreement, Alcatel shall make the corresponding
     integration at no additional cost to Customer.

25.2 ASSIGNMENT AND SUBCONTRACTING

     25.2.1 Neither of the Parties may assign any right or obligation whatsoever
          without the prior express written consent of the other Party, except
          that Alcatel shall be able to assign this Agreement in whole or in
          part to any of its Affiliates.

     25.2.2 Alcatel shall be able to subcontract all or any part of its
          obligations hereunder to any Subcontractor of its choice. In the event
          Alcatel enters into such subcontracting, it shall in no way create any
          contractual or employer-employee relationship whatsoever between
          Customer and any


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          Alcatel Subcontractor.

     25.2.3 Alcatel shall ensure that the provisions of Clause 22.3 are complied
          with by such Subcontractors, with respect to any of the
          confidentiality obligations.

25.3 NO PARTNERSHIP BETWEEN THE PARTIES

     This Agreement shall create no relationship of association, employment or
     co-investment commitment between the Parties.

25.4 COMPLIANCE WITH REGULATIONS AND INDEMNITY

     25.4.1 Customer shall comply with all pertinent export laws and regulations
          of Mexico, Belgium and the United States, in accordance with Clause
          15, in order to ensure that the System or any portion thereof are not
          exported directly or indirectly in violation of such laws and
          regulations.

     25.4.2 Alcatel and Customer shall ensure that the Members of the Project
          team comply with the laws and regulations applicable in any country
          where it is required to provide the Services, carry out the Acceptance
          Tests, train, or to take any action abroad. Employees shall receive
          prompt instructions in order to gather the required documentation in
          order to comply with obligations where the service is provided.

     25.4.3 Should any government authority issue a regulation or instruction
          affecting the System or the Services hereunder, the Parties may amend
          such system or services in such a way that such regulation or
          instruction may be applicable. When Alcatel incurs in any cost,
          expenditure or fee arising from such regulations or instruction in
          connection with this Agreement, Alcatel shall be entitled to recover
          such costs of Customer upon review and authorization by both Parties.

     25.4.4 If any provision of this Agreement, for any reason, is considered
          unenforceable, illegal or cannot be complied with, then such
          unenforceability, illegality or the fact that it cannot be complied
          with shall not affect the rest of this agreement and this Agreement
          shall be considered as though such provision had never been included.

25.5 APPLICABLE LAW AND DISPUTES

     25.5.1 This Agreement shall be interpreted in accordance with Mexican
          legislation.

     25.5.2 All disputes arising from or related to the execution, performance,
          interpretation and termination of this Agreement which cannot be
          amicably resolved between the Parties, shall be resolved by means of
          arbitration in accordance with the rules of the International Chamber
          of Commerce with 3 (three) arbiters appointed in accordance with such
          rules, unless the Parties expressly agree on the name of 1 (one)
          single arbiter. The arbitration shall take place in Paris. All
          procedures shall be carried out in the English language.

     25.5.3 Notwithstanding the foregoing, each of the Parties shall be entitled
          at any time to request any action to protect its confidential
          information and copyrights from a competent court, and the subject
          matter of such action,


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          shall be excluded from the scope of the arbitration.

     25.5.4 Unless otherwise provided herein, each one of the Parties shall be
          responsible for any costs and expenses incurred in connection with the
          performance of their rights and obligations hereunder.

25.6 SUBSISTENCE

     25.6.1 The provisions related to the use and restriction of rights,
          perpetual licenses, license owership and transfer, warranties, defense
          of copyrights or undue appropriation, limitations of liability,
          confidentiality, verification and compliance with any license or
          service agreement in which they are incorporated, shall remain in
          force despite the expiry, cancellation or termination of this
          Agreement. Should Customer order maintenance services, these shall
          continue in full force even after this Agreement expires or is
          terminated.

25.7 ENTIRE AGREEMENT AND COPIES

     25.7.1 This Agreement represents the entire agreement of the Parties as
          regards the Project and replaces any previous or simultaneous
          communication. Any term and condition containing any purchase order
          shall not be applicable. In the event of discrepancy between this
          Agreement, the Exhibits thereto, the Commercial Agreement or the POR,
          the POR and the Commercial Agreement shall prevail. The Project
          Managers shall jointly prepare an application to the management
          committee (as defined in the POR), when he decides to amend this
          Agreement in line with the POR (amended).

     25.7.2 This Agreement having been read and no error, fraud, bad faith or
          violence existing, it is signed by the Parties in the City of Mexico,
          Federal District, on the 15 (fifteenth) day of December, 2006.

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


-------------------------------------   ----------------------------------------
REPRESENTED HEREIN BY THE JORGE LOPEZ   REPRESENTED HEREIN BY FEDERICO GUILLEN
AGUADO JIMENO                           MONINO


                                        ALCATEL BELL N.V.


                                        ----------------------------------------
                                        REPRESENTED HEREIN BY FEDERICO GUILLEN
                                        MONINO


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                                   EXHIBIT 1:

                                       BY


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                                   EXHIBIT 2:

                            OFFER - EXECUTIVE SUMMARY


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                                   EXHIBIT 3:

                PURCHASE ORDER, PRICE AND PAYMENT OF THE PROJECT

PURCHASE ORDERS

1.1. The parties agree that the Purchase Orders issued by Customer shall
include, and comply with the following requirements:

     a)   Reference to this Agreement, and to the Purchase Order No.

     b)   Type, amount and price of the Equipment to be purchased by Customer.

     c)   Specifications with respect to the place and time of delivery
          (Delivery Schedule) (as applicable)

     d)   Specifications with respect to the packing and transportation
          requirements (as applicable)

     e)   Specifications for the effectiveness of certain conditions (as
          applicable)

     f)   Other Terms and Conditions for the Purchase Order, if any.

1.2. Alcatel shall have 10 (ten) business days as from the date of delivery of
the respective Purchase Order, to verify whether the terms and conditions
referred to therein are established in accordance with the contents hereof.

1.3. In the event that Alcatel has no objection on the terms of the Purchase
Order and accepts such terms as forwarded by Customer, Alcatel shall return the
Purchase Order duly signed to Customer within 15 (fifteen) days following the
date of receipt of the Purchase Order, in which case it shall be understood that
the Purchase Order was accepted by the Parties as from the date it was signed by
Alcatel.

1.4. In the event of any considerations or comments made on the Purchase Order,
Alcatel shall ensure delivery thereof to Customer within 15 (fifteen) business
days from the date of delivery of the Purchase Order. In such event, Customer
shall send a new Purchase Order or, as applicable, the amendments thereto
requested by Alcatel, within 5 (five) days after the requested modification has
been received, it being understood as accepted as from the date it is signed by
Alcatel.

1.5. Each Purchase Order shall come into effect in accordance with the
provisions of this Exhibit, always providing that the following conditions are
complied with:

          -    The formal Agreement comes into effect;

          -    Alcatel receives the corresponding advance;

          -    Bank confirmation on the viability of the Export Credit for the
               respective Purchase Order.

          -    Final approval is obtained from the Belgian Financial
               authorities.

          -    Government authorizations are obtained for the respective
               Purchase Order.


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                                   EXHIBIT 4:

                          MS END USER LICENSE AGREEMENT

The following conditions shall be interpreted together with the License
Agreement, which is attached hereto.

1.1  MS IPTV PRODUCT USE

     1.1.1 Customer may copy, install and use the MS IPTV Product in its own
          servers and allow Subscribers to access the MS IPTV Product solely for
          the purpose of providing IP television services to Customer's IPTV
          Devices through Customer's network.

     1.1.2 Customer may distribute Software updates to its subscribers in a
          remote format in its Network to the IPTV Devices of Customer.

     1.1.3 Customer may make a reasonable number of copies of the MS IPTV
          Product to test same and as file or backup copies, as long as such use
          is internal and in servers which cannot be accessed by the
          Subscribers.

     1.1.4 Customer may allow its employees and authorized representatives to
          use the MS IPTV Product to make demos copies of their IP television
          services as long as Customer receives no compensation for such demo
          copies. Customer assures that its access to the MS IPTV Product shall
          be given solely to authorized employees of Customer, and assumes full
          responsibility for any unauthorized use by third parties of the MS
          IPTV Product resulting from those demo copies which does not fully
          comply with the MS licensing terms.

     1.1.5 Customer may copy and use internally any user documentation included
          in the MS IPTV Product. Customer may modify, copy and distribute any
          information of the user documentation identified by Microsoft for the
          exclusive use of Subscribers, as a part of a Subscriber Manual, always
          providing the applicable notification of Microsoft copyrights is
          included on the first page of any of these manuals and that such use
          is in accordance with MS licensing terms.

     1.1.6 As provided in the MS end user licensing agreement and only on the
          express authorization of Microsoft, Customer may make descriptive
          reference to the trademarks of the word Microsoft in a non-stylized
          manner in the documentation, advertising and marketing materials,
          including web pages, in accordance with the standard guidelines of
          Microsoft registered trademarks (available in
          www.Microsoft.com/trademarks). Customer is not permitted to use any of
          the Microsoft logos without a separate license, and the MS licensing
          provisions grant no right whatsoever to Customer on the registered
          trademarks, logos or service trademarks of Microsoft.

     1.1.7 Following the express consent of Alcatel, Customer can make
          descriptive references to the non-stylized word trademarks of Alcatel
          in documentation, advertising and marketing materials, including web
          pages, in accordance with the registered trademark guidelines of
          Alcatel. Customer is not permitted to use any of the Alcatel logos
          without a separate license, and the MS licensing terms grant Customer
          no right whatsoever over the registered trademarks, logos or service
          trademarks of Alcatel.

     1.1.8 Except for the limited rights of the MS IPTV Product granted in the
          MS


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          licensing terms, any rights, ownership and interests with respect to
          the MS IPTV Product and ideas, concepts, know-how, techniques,
          information, materials and/or preexisting technologies in any form and
          excluding any patent, copyright, trade secret and other copyrights
          thereof shall remain conferred on Microsoft or its suppliers. Each
          Party agrees to execute any suitable document and to take other
          actions reasonably requested by the other Party in order to comply
          with the purpose of this Clause. Except as previously established in
          this Clause, Customer and the latter's personnel shall obtain no
          rights for the MS IPTV Product, and Customer agrees not to reveal any
          portion of the MS IPTV Product to any third party.

1.2  RESTRICTIONS ON USE

     1.2.1 Customer shall not:

               (a)  Rent, lease, encumber, lend, copy, have available or
                    distribute the MS IPTV Product except for the use expressly
                    permitted in the MS licensing terms;

               (b)  Provide commercial hosting services;

               (c)  Perform any reverse engineering, decompile, dissemble the MS
                    IPTV Product, except insofar as applicable law permits
                    notwithstanding this limitation;

               (d)  Amend the MS IPTV Product;

               (e)  Remove, change or cover up any notice of copyright,
                    registered trademark or any other notice of proprietary
                    rights appearing in the MS IPTV Product;

               (f)  Distribute or use the pre-released software obtained from
                    Alcatel or Microsoft for the purpose of effecting internal
                    evaluation and tests; or

               (g)  Provide any service based on, or provide access to, the MS
                    IPTV Product, to the United States government.

     1.2.2 Customer and Alcatel shall comply with all laws and regulations for
          controlling exports, both national and international, applicable to
          the MS IPTV Product. Such laws contain restrictions on the
          destinations, end users and final use.

1.3  COMPLIANCE WITH LICENSING REQUIREMENTS

     Customer shall make reasonable efforts in order for employees,
     representatives and other individuals having access to the MS IPTV Product
     to be informed that such MS IPTV Product is licensed by Microsoft under the
     MS licensing terms, and can only be used in accordance with the MS
     licensing terms.

1.4  HOW TO PLACE ORDERS AND DELIVER LICENSES

     1.4.1 For the first 40,000 users, Customer shall place orders in minimum
          blocks of 10,000 licenses, and in minimum blocks of 5,000 licenses for
          the following users, as established in Scope of the Work, and Alcatel
          shall confirm each order within 3 (three) business days subsequent to
          receipt thereof. Delivery shall be performed by means of electronic
          transfer and


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          the time of delivery shall not exceed 10 (ten) business days as from
          the date on which Alcatel confirms the order.

     1.4.2 Once Alcatel receives any payment it shall inform Microsoft, and the
          latter shall provide a confirmation of license to Customer to show
          that the license is in force. Customer can make previous use thereof
          prior to receipt of this confirmation of license.

     1.4.3 If Customer remakes a delivery due to non-correspondence with the
          order, Customer shall be entitled to return the entire delivery at the
          cost and risk of Alcatel, and Customer shall have a credit for the
          total of such complete delivery, which shall be returned to Customer
          if the invoice has already been paid.

1.5  REPORTS AND PAYMENTS OF SUBSCRIBER LICENSES

     1.5.1 Prices

          The MS IPTV Products are available based on the number of Subscribers
          covering the license, as listed in Exhibit 4. Customer may only
          purchase licenses in such amounts which are available within the
          Project Allotments.

     1.5.2 Initial order

          The initial order of Customer is described in the POR.

     1.5.3 Following orders; number of Subscribers

               (a)  Customer shall place subsequent orders in accordance with
                    the terms of the POR.

               (b)  Customer is responsible for tracking the number of
                    Subscribers having access to the MS IPTV Services of the MS
                    IPTV Product.

     1.5.4 Payment terms for additional licenses (not included in the Price of
          the project).

               (a)  Alcatel shall invoice Customer following receipt of
                    Customer's order referred to in this Clause. Customer shall
                    pay each invoice in full within 30 (thirty) days following
                    the date thereof.

               (b)  Payments not received by Alcatel within the agreed term
                    shall be subject to overdue interest at the rate agreed for
                    late payments in the Agreement. Customer shall make all
                    payments by means of a banking or electronic transfer of
                    funds through a payment agency attaching details of the
                    electronic transfer, in accordance with the payment
                    instructions described in Clause 5. Customer agrees to make
                    such payment, notwithstanding not having received any
                    payment of its Subscribers.

     1.5.5 Reports on use

          While this Agreement remains in force, Customer agrees to provide
          quarterly reports on use to Alcatel, containing the following
          information: (I) the number of Subscribers having access to the MS
          IPTV Product during the preceding month; (II) the location of the
          servers in which Customer has installed the MS IPTV Product; and
          (III), if applicable, the reports on use and the total number of
          Subscribers of any Affiliate able to use the MS IPTV Product, in
          accordance with a local contract on line with this


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          Agreement.

1.6  SERVICES AND SUPPORT

     Alcatel is not obligated to provide any service or support not expressly
     contemplated in this Agreement or its Exhibits. Any other service or
     support which Alcatel may provide shall be agreed as an amendment to the
     Agreement. Customer is responsible for providing support directly to its
     Subscribers.

1.7  LICENSING RIGHTS UPON TERMINATION OF THE AGREEMENT

     Once the Agreement has been terminated, Customer can continue using the MS
     IPTV Product and licenses purchased at his own risk. However, the
     maintenance services shall also be automatically terminated, and Alcatel
     shall suspend any services or support for the MS ITV Product.

1.8  PRODUCT WARRANTY FOR THE MS IPTV PRODUCT

     The MS end user licensing agreement shall provide a limited product
     warranty for such MS IPTV Product.

1.9  LIMIT OF LIABILITY FOR THE MS IPTV PRODUCT.

     1.9.1 The obligations and responsibilities of the Parties with respect to
          the MS ITV Product shall be fully and exclusively governed by the MS
          licensing terms.

     1.9.2 The responsibility of Microsoft with respect to the MS IPTV Product,
          is fully governed by the MS end user licensing agreement.

1.10 ASSIGNMENT

     Neither Party may assign the MS end user licensing agreement, and neither
     of them may assign any right or obligation whatsoever under the MS
     licensing terms in connection with the MS IPTV Product, whether by
     contract, merger, operation of law, etc., without the prior express consent
     of the other Party, which consent shall not be unreasonably withheld. Any
     assignment contravening this Clause shall be null and void.


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                                    EXHIBIT 5

                    RECYCLING AND/OR DISCARDING OF EQUIPMENT

1.1  For any Used Equipment which Alcatel should collect, Customer shall notify
     Alcatel and any third party acting on behalf of Alcatel, in writing, of its
     intention to return such Used Equipment, and at its own cost:

     1.1.1 Shall prepare any Used Equipment to allow its adequate handling and
          transport, together with its easy review (for example, to check that
          the Used Equipment is complete);

     1.1.2 Shall place any Used Equipment at the disposition of Alcatel or of
          any third party acting on behalf of Alcatel, at the facilities where
          it was delivered to Customer or at a sole loading point for collecting
          the equipment. Notwithstanding the foregoing, Alcatel shall reasonably
          decide another suitable location at which the Used Equipment can be
          placed at the latter's disposition or that of any third party assigned
          or acting on behalf of Alcatel;

     1.1.3 Shall provide to Alcatel and to any third party assigned by or acting
          on behalf of Alcatel together with the Used Equipment, a complete and
          detailed packing list describing the type of Used Equipment delivered,
          together with any information in connection with such Used Equipment;

     1.1.4 Shall release the batteries before placing them in the Used Equipment
          at the disposition of Alcatel or any third party acting on behalf of
          Alcatel, and ensure suitable disposal and/or recycling in accordance
          with applicable law.

1.2  Customer shall be responsible for ensuring compliance with any applicable
     provision and recycling regulations for any Equipment which Customer moves
     to a country outside the Territory.

1.3  Customer shall be responsible for removing any data or information from the
     Used Equipment, and Alcatel shall under no circumstances be considered
     responsible for the loss of data or information not eliminated by Customer.

1.4  Customer represents and guarantees that such Used Equipment delivered to
     Alcatel or otherwise is not subject to any third party rights or security
     interest which prevents Customer from delivering such Equipment. Customer
     shall indemnify and release Alcatel from all liability in the event of any
     claim by a third party in this respect. The sole responsibility of Customer
     shall be to ensure that any Used Equipment is collected from its own
     customers and/or end users and to take any steps and obtain the authority
     required to comply with the provisions of this Clause.

1.5  Used Equipment shall be delivered by Customer to Alcatel or to any assigned
     third party free of charge, and without any compensation whatsoever pending
     payment by Alcatel or any assigned third party in this respect.

1.6  Alcatel shall not be obligated to collect any Equipment whatsoever
     delivered by Customer which is not Used Equipment (all equipment pertaining
     to such group being referred to as "NON-ELIGIBLE EQUIPMENT"). All costs
     incurred to collect, handle, transport, return or recycle in any other way,
     or in dealing with Non-eligible Equipment, shall be paid by Customer to
     Alcatel at the time the corresponding invoice is received.

1.7  Alcatel shall ensure that all the Used Equipment gather by Alcatel or any
     assigned third party shall be properly disposed of and/or recycled in
     accordance with applicable law and/or the regulations in connection with
     the collection of electric and electronic equipment waste and any amendment
     thereto.

<PAGE>

                                    EXHIBIT 6

                              COMMERCIAL AGREEMENT


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     ALL RIGHTS RESERVED. PASSING ON AND COPYING OF THIS DOCUMENT, USE AND
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