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                                                                      EXHIBIT 11

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



                                 CODE OF CONDUCT

                                   JULY, 2002



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TABLE OF CONTENTS

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INTRODUCTION.....................................................................................................              4
VISION, MISSION AND VALUES.......................................................................................              5

CHAPTER ONE. COMPLIANCE OF THE CODE, EMPLOYMENT AND GENERAL RULES................................................              6

ARTICLE I.     WHO MUST COMPLY WITH THE CODE OF CONDUCT..........................................................              6

ARTICLE II.       EMPLOYMENT, COMPENSATION, TRAINING AND PROMOTION:..............................................              6

ARTICLE III.      DIGNIFIED AND RESPECTFUL TREATMENT:............................................................              6

ARTICLE IV.       RESPECT TO THE BELONGINGS OF OTHERS:...........................................................              7

ARTICLE V.        THREATENS, USE OF LANGUAGE AND CLOTHING:.......................................................              7

ARTICLE VI.       TOBACCO, ALCOHOL AND DRUGS:....................................................................              7

ARTICLE VII.      HARASSMENT AND SEXUAL HARASSMENT:..............................................................              7

CHAPTER TWO. HANDLING INFORMATION OF THE COMPANY.................................................................              8

ARTICLE VIII.       GENERAL INFORMATION AND TRADE SECRETS:.......................................................              8

ARTICLE IX.       CONFIDENTIAL INFORMATION:......................................................................              8

ARTICLE X.        QUALITY AND ACCURACY OF REPORTS:...............................................................              9

ARTICLE XI.       PUBLIC DISCLOSURE AND INFORMATION TO ANALYSTS:.................................................              9

ARTICLE XII.      INFORMATION TO THE MEDIA:......................................................................              9

ARTICLE XIII.       INFORMATION TO PUBLIC, PRIVATE AND GOVERNMENTAL ENTITIES:....................................             10

ARTICLE XIV.        INFORMATION ABOUT EMPLOYEES:.................................................................             10

CHAPTER THREE, ACCOUNTING AND PAYMENT PRACTICES..................................................................             10

ARTICLE XV.       CORRUPTION AND PAYMENT PRACTICES:..............................................................             10

   SECTION 15.01      COMMERCIAL AND ACCOUNTING PRACTICES........................................................             10

   SECTION 15.02      POLITICAL CONTRIBUTIONS....................................................................             11

   SECTION 15.03      PREVENTION OF MONEY LAUNDRY................................................................             11

CHAPTER FOUR. ACQUISITIONS POLICY................................................................................             11

ARTICLE XVI.        ACQUISITIONS:................................................................................             11

ARTICLE XVII.       RELATIONSHIP WITH SUPPLIERS:.................................................................             12

CHAPTER FIVE. CONFLICT OF INTERESTS POLICY AND USE OF PRIVILEGED INFORMATION.....................................             12

ARTICLE XVIII.      CONFLICTS OF INTERESTS POLICY:...............................................................             12

   SECTION 18.01      INTEREST IN OTHER BUSINESSES...............................................................             12

   SECTION 18.02      SIMULTANEOUS JOBS..........................................................................             12

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   SECTION 18.03      PRESENTS AND OTHER DONATIONS...............................................................             13

   SECTION 18.04      BUSINESSES THAT INVOLVE THE PARTICIPATION OF FAMILY MEMBERS................................             13

ARTICLE XIX.        SECURITIES TRADING:..........................................................................             13

CHAPTER SIX. COMMERCIAL ACTIVITIES...............................................................................             14

ARTICLE XX.       COMMERCIAL STANDARDS:..........................................................................             14

CHAPTER SEVEN. INDUSTRIAL PROPERTY AND USE OF COMPUTERS..........................................................             14

ARTICLE XXI.        INDUSTRIAL PROPERTY PROTECTION:..............................................................             14

ARTICLE XXII.       USE OF ELECTRONIC MAIL AND INTERNET:.........................................................             15

CHAPTER EIGHT. ENVIRONMENTAL POLICY..............................................................................             15

ARTICLE XXIII.      ENVIRONMENTAL POLICY:........................................................................             15

ARTICLE XXIV.       RESPONSIBILITY:..............................................................................             15

ARTICLE XXV.        ENVIRONMENTAL PREVENTION:....................................................................             16

CHAPTER NINE. COMPLIANCE.........................................................................................             16

ARTICLE XXVI.       COMPLIANCE:..................................................................................             16

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INTRODUCTION

Some of the bases on which any company builds its commercial success are
integrity and conduct.

This code of conduct (the "Code") governs and ensures that the behavior, the
actions and the decisions of our labor life always adhere to the principles of
integrity, ethics, honesty, respect, justice and fairness.

This Code does not supersede individual or collective labor agreements, interior
labor regulations, nor our internal laws or policies; it only establishes the
general principles that govern our living together and our behavior.

Notwithstanding their hierarchical level, all employees of MAXCOM
Telecomunicaciones, S.A. de C.V. and its subsidiaries ("MAXCOM" or the
"Company") must know and comply with this Code is, which implies a commitment
and a responsibility.

The alleged ignorance of this Code is not an excuse not to comply with it,
consequently, the employees of MAXCOM shall act observing the standards of
loyalty, legality, good faith, respect, responsibility, righteousness and
courtesy that make it up.

With the practice of this Code we reciprocate the trust of our associates and
shareholders, we relate to our customers, suppliers, competitors, we live in
harmony with our community and we fulfill the governmental regulations in force.

The philosophy that defines who and how we are as individuals and as a corporate
entity is contained in the VISION, MISSION AND VALUES of MAXCOM, which are an
integral part of this Code.



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VISION, MISSION AND VALUES

OUR VISION:

To be acknowledged as the more reliable and efficient telecommunications
services company in Mexico.

OUR MISSION:

To provide services of local telephony, long distance, data, and Internet, to
companies and households in Mexico, through our own wire network, with the
backup of the best team of professionals committed to a culture of quality and
good customer service, present in each one of our actions.

VALUES:

      o     Our people

      o     Teamwork

      o     Commitment

      o     Quality

      o     Innovation

      o     Leadership

      o     Honesty

      o     Customer focus

      o     Achievement of results



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CHAPTER ONE. COMPLIANCE OF THE CODE, EMPLOYMENT AND GENERAL RULES

ARTICLE I. WHO MUST COMPLY WITH THE CODE OF CONDUCT


This Code of Conduct applies to all:

      -     Directors

      -     Officers and employees of MAXCOM, or of any of its subsidiaries

      -     External Advisors

      -     Agents

      -     Sales representatives

      -     Distributors

      -     Contractors

      -     Suppliers

ARTICLE II. EMPLOYMENT, COMPENSATION, TRAINING AND PROMOTION:


We have a non-discrimination policy with regards to employees and to those who
want to have a job.

Race, color, religion, gender, age, nationality, disablement or any similar
characteristic, do not influence the hiring, compensation, training and
promotion of a person, since those decisions are based on principles of
commercial strategy and personal merits, such as skills, experience,
preparation, gift and achievements, and on the strict compliance of the law in
that matter.

ARTICLE III. DIGNIFIED AND RESPECTFUL TREATMENT:


Our behavior and professional relationship is always respectful, tolerant and
fair, treating all our fellow workers in the way we wish we would be treated.

We value differences in opinion and the thoughts that exist among human beings,
and we appreciate them as opportunities for development and improvement.

Preferences, tastes and beliefs inherent to private life are not part of our
labor relationship, thus, we abstain from statements regarding the personal
lifestyle, and we think of ourselves as respectful of the right that each
individual has to think and act in his private life according to his/her
preferences.



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ARTICLE IV. RESPECT TO THE BELONGINGS OF OTHERS:

With a special emphasis, our company reinforces the respect concerning other
people's property. The fact of stealing other people's property or taking it
without permission of the owner, are actions that we consider as disloyal, and
should be subject to disciplinary measures.

ARTICLE V. THREATENS, USE OF LANGUAGE AND CLOTHING:

Since we consider that threats and acts of violence or of intimidation,
whichever their means of expression, are despicable actions which violate the
most elementary rights, we affirm our firm rejection in this regard.

We, the employees, are responsible of preventing any form of discrimination in
our conduct.

Also, we state that we shall use, and demand to be used, the proper language,
which should also be respectful at all times.

As to the way we dress, it should be sober and should adhere to the generally
accepted uses and customs worldwide in companies known for their comparative
quality examples. In the case of gentlemen, tie and jacket shall be used during
the performance of their tasks.

ARTICLE VI. TOBACCO, ALCOHOL AND DRUGS:


The facilities of the Company have been declared as clean buildings, thus, it is
strictly forbidden to smoke in any place inside the premises of the Company.

The consumption of alcoholic beverages inside any of the premises of the Company
is strictly forbidden, except in the cases in which celebrations of formal
nature are carried out.

The consumption, sale, possession or storage of any type of forbidden substances
(drugs) attempts against the principles that govern us, are illegal acts, and
therefore, we reject them.

ARTICLE VII. HARASSMENT AND SEXUAL HARASSMENT:

As a Company we make an effort to provide our employees a working environment
free of sexual harassment.

We are against any indecent sexual proposals, asking of sexual favors,
flirtations and non-desired approaches, whether implicit or explicit, regardless
of gender, or degree and type of labor relationship that exists between the
people involved in these practices.



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CHAPTER TWO. HANDLING INFORMATION OF THE COMPANY

ARTICLE VIII. GENERAL INFORMATION AND TRADE SECRETS:

The assets of the Company imply more than its equipment and physical plants,
they comprise technology, and concepts, valuable ideas, business and products
plans, and information about the business.

We consider that the Information has two values: as a right and as an
obligation.

Thus, we express that all of us have the right to be promptly informed about the
events and decisions that impact or change our Company, or its corporate image.

Likewise, we affirm that, as individuals, regardless of our position and
responsibility in the Company, we have the obligation of notifying our
supervisors about the news, findings, and situations that due to their content,
might affect its corporate image or change the pace and development of our
Company, its products or services.

ARTICLE IX. CONFIDENTIAL INFORMATION:


We accept the fact that the strategic information and the information belonging
to MAXCOM is part of the patrimony of the Company, and therefore, they are
managed under strict confidentiality standards.

Strategic information or proprietary information includes any knowledge,
process, standard, design, drawing, policy, plan, strategy, skill, feature,
operation, particularity, study or analysis - just to mention a few - without
excluding others that could be advisable for the Company to be determined as
"Strategic information or proprietary information".

All information not disclosed to the public in general, or that could be of
strategic or commercial help for competitors or other companies, whichever their
type, scope or content, is included.

It also includes information that suppliers or customers have disclosed to us as
proprietary or confidential information.

Anyone who generates, knows or uses this type of information, under his own
responsibility, shall safeguard it, visibly and adequately marking it as
confidential information or proprietary information which use is restricted,
keeping it safe and limiting the access only to those who need to know its
contents to develop their work.

The obligation to preserve proprietary information continues even when we end
our labor or professional relationship with MAXCOM, therefore, anyone who
generates, knows or uses this type of information undertakes to sign a
confidentiality agreement so as to protect the information and ensure its
confidentiality.



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The safeguarding of strategic or confidential information includes the refusal
to accept information and trade secrets from any other institution, including
our main competitors, in order to get benefits that are not justifiable.

Likewise, the information to which we have access due to a business relationship
with our customers, suppliers and contractors shall be kept as confidential, and
shall be protected from improper or non-authorized disclosure, nor shall it be
used to obtain a personal benefit or for the benefit of third parties.

This information can only be used for the purposes authorized by the company in
question.

ARTICLE X. QUALITY AND ACCURACY OF REPORTS:

The reports we produce, whether of commercial strategies, financial reports,
plans and promotions, sales, statistical or of expenses and investments, or of
any other kind, shall contain true and accurate information so as to facilitate
the processes and to ensure the transparency of our actions.

Otherwise, it constitutes a breach to the Company's policy, apart from being an
illegal action.

Likewise, in the case of our customers, we commit to inform in a true manner the
information about the products and services of MAXCOM, so as not to lead to an
error or to biased information when such products or services are contracted.
This sound practice is a responsibility, especially with regards to the
executives and employees of the areas that have information or access with and
from the customers.

ARTICLE XI. PUBLIC DISCLOSURE AND INFORMATION TO ANALYSTS:


Since both the Company and the employees may obligate themselves with investors
that buy or sell stock of the Company as to doubtful or incomplete statements,
all public statements shall be prepared, supported and disclosed by the
executives that have been authorized for such purpose by the Company.

In the event that investors, stock agents or financial analysts require specific
or detailed information about the Company, in all cases we shall channel the
applicant with the CFO or the Financial Executive to whom the CFO has delegated
this task.

ARTICLE XII. INFORMATION TO THE MEDIA:


Since communication is part of the patrimony of the Company and thus it is
handled under strict confidentiality standards, we acknowledge that the only
entity of the Company authorized to keep relations with the information and
communication media is the Office of the Vice-president of Public Relations.

The position of Official Spokesman of the Company falls only upon the
Vice-president of Public Relations and Corporate Communications.



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ARTICLE XIII. INFORMATION TO PUBLIC, PRIVATE AND GOVERNMENTAL ENTITIES (1):


The President and General Manager of MAXCOM, as the only exceptions, shall be
the ones who, in their opinion, can exercise the right to present before the
communication media, shareholders, analysts, investors, financial groups,
governmental entities, and before any other company or group, news, comments,
statements, reports, analysis, conversations, conferences, etc.

ARTICLE XIV. INFORMATION ABOUT EMPLOYEES:

The Company gathers, uses and archives information about the employees, which is
used for its commercial activity or for legal purposes.

Thus, this information is considered confidential, and for the exclusive use of
those who require it in the development of their jobs.

CHAPTER THREE, ACCOUNTING AND PAYMENT PRACTICES

ARTICLE XV. CORRUPTION AND PAYMENT PRACTICES:


Since we have important U.S. investors who are subject to the United Status
Foreign Corrupt Practices Act ("FCPA"), thus, we have the obligation to accept
the provisions of this Law in a joint fashion, regardless of the penalties and
sanctions that the Company and their officers may be imposed under the Mexican
Law.

In order to comply with this Law, advisors, employees, agents, contractors, and
associates, whichever the case may be, shall observe the following standards:

SECTION 15.01. COMMERCIAL AND ACCOUNTING PRACTICES

Officers, employees and agents of the Company shall comply with the legal
requirements in Mexico, and each political subdivision of the country
(federation, States, municipalities or political districts), and of any other
country where the Company carries out its business.

No fund or asset of the Company shall be used for a different purpose to the one
established by the Company; and no false or confuse entry shall be recorded in
the books of the Company, and all transactions made by the Company shall be
recorded in its accounting books.

The staff of the Company is bound to comply with the generally accepted
accounting standards that apply to the Company, to the FCPA, with the other
legal and fiscal applicable provisions, and with the internal control policies
of the Company.


----------
1     Different to the one by law and legislation is already stated as an
      obligation and has responsible areas.


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SECTION 15.02. POLITICAL CONTRIBUTIONS

The Company, as a corporate entity, cannot make any contribution whatsoever to
political parties, candidates, political, referendum or bills of law campaigns,
unless the Law allows so and the Chairman and General Manager of the Company,
and the Board of Directors approve them.

This restriction is not intended to discourage the employees to contribute or
get involved with candidates, parties, political committees, referendum or bills
of law committees to exercise their civic rights.

However, if the employees decide to support any cause, their political activity
shall be carried out outside the premises and during non-working hours, using
their own means and, of course they shall abstain of making proselytism.

SECTION 15.03. PREVENTION OF MONEY LAUNDRY

It is important that all employees and officers of MAXCOM comply with the
applicable provisions that forbid the practice of money laundry, whereby we are
bound to inform on suspicious transactions.

We make an effort to fully comply with the standards and internal policies on
information about suppliers, payments and related to the policies set forth by
the Accounting Department and the Department of the Internal Comptroller.

When there is suspicion of a doubtful transaction, before concluding such
transaction, we are bound to give a warning signal and express our concern
before the Department of the Comptroller and the Department of Legal Affairs.

CHAPTER FOUR. ACQUISITIONS POLICY

ARTICLE XVI. ACQUISITIONS:


We believe it is a sensitive responsibility to acquire goods or services on
behalf of and with resources of the Company.

Thus, we commit ourselves to proceed in this subject with the due cautiousness
and with a critical spirit, in strict adherence to the rules and regulations in
force.

We understand and accept that once the department of finances releases such
resources, the decisions on acquisitions shall only be based on the direction
and under the authorization of the Purchases Department. Additionally, and due
to the scope and particularities involved in the acquisition of some goods and
services, the cooperation and support of other areas (Legal Affairs, Operations,
Engineering, etc.) is required, and such cooperation ensures the efficiency and
effectiveness in the acquisitions.



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ARTICLE XVII. RELATIONSHIP WITH SUPPLIERS:

The relationships of MAXCOM with its suppliers shall observe the applicable
policies and procedures, and based on the following criteria:

      -     MAXCOM bases its relationships with suppliers on honest, legal,
            efficient and fair practices.

      -     Business shall be only undertaken with suppliers that comply with
            the legal and local requirements, as well as with any additional
            contracting standards of MAXCOM, concerning the work, the safety and
            health environment, the industrial property rights and the policy as
            regards to undue payments of suppliers.

      -     Suppliers shall be selected only based on an open, transparent and
            competitive bid.




CHAPTER FIVE. CONFLICT OF INTERESTS POLICY AND USE OF PRIVILEGED INFORMATION

ARTICLE XVIII. CONFLICTS OF INTERESTS POLICY:


A conflict of interests is any activity or interest, which is inconsistent or
contrary to the best interest of the Company. Potential conflicts of interests
can arise out from following situations:

SECTION 18.01. INTEREST IN OTHER BUSINESSES

We, the employees, shall not have any direct or indirect financial interest with
customers, competitors or suppliers that could give rise to a divided loyalty or
to an apparent divided loyalty. (This prohibition does not include passive
investments that do not exceed 3% of the total outstanding shares of any company
registered in a renowned securities stock market, whether national or foreign,
in Mexico or the United States).

SECTION 18.02. SIMULTANEOUS JOBS

The Company expects each one of us, without any distinction, to dedicate our
time and attention to the working commitments assumed with the Company.

The fact of devoting part of our time and effort to the sale, marketing,
delivery or promotion of goods, products or services in the Company, is an
activity that we acknowledge as disloyal towards the rest of our co-workers, and
damaging to the interests of the Company.

We shall abstain from having profitable jobs that may cause any conflict with
our labor time, or that distract or hinder our tasks and responsibilities
towards the Company.

If we, the employees, wish to undertake any activity or job that does not imply
a conflict nor damages our activity and responsibility, we understand that we
may only perform it with the


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prior written authorization of the Vice-president of Human Resources, and the
Vice-president of our respective area.

Additionally, we accept the following:

      -     The employees, under no circumstance, can undertake an external job
            or professional services towards customers, competitors (whether
            real or potential) or with suppliers of the Company.

      -     The employees hired by the hour cannot commit themselves with an
            external job that could cause a conflict of interests (such as, for
            example, working for a current or potential competitor).

      -     The employees hired by the hour can undertake other external
            activities with the prior written authorization of the
            Vice-president of Human Resources, and of the Vice-president of the
            respective area.

SECTION 18.03. PRESENTS AND OTHER DONATIONS

So as to safeguard our loyalty towards the Company, no employee or member of his
family can accept presents, gifts, services, donations or any preferred
treatment in relation to the customers, suppliers or prospective customer of the
Company. As to the gifts the suppliers may send by reason of end-of-year
holidays, we shall adhere to the policy set forth for such purpose.

Likewise, no employee can give money, presents, gifts, services, donations or
some other type of preferred treatment to customers, competitors or suppliers,
if this may imply a disloyal practice in order to obtain a commercial advantage
or other type of advantage.

SECTION 18.04. BUSINESSES THAT INVOLVE THE PARTICIPATION OF FAMILY MEMBERS


No employee can carry out deals of the Company with a person to whom is related
by kinship, whether by blood up to the third degree relationship, or a
relationships resulting from a marriage.

Nor can he/she actively participate in negotiations in representation of the
Company with organizations in which the employee or person with whom such
employee has a kinship up to third degree, or a relationship resulting from a
marriage, has the power of decision-making or any influence in such negotiation.

ARTICLE XIX. SECURITIES TRADING:


It is forbidden to purchase, sell or recommend the purchase or sale of shares,
bonds or whichever other security or stock of the Company, to those who have
privileged or relevant information of same, which is not of public domain.

It is also forbidden to purchase, sell or to recommend the purchase or sale of
shares, bonds or whichever securities or stock from another company, based on
privileged or relevant


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information of such firm, obtained during the performance as officer or employee
of MAXCOM, and that is not of public domain.

CHAPTER SIX. COMMERCIAL ACTIVITIES

ARTICLE XX. COMMERCIAL STANDARDS:


Commercial laws and regulations in Mexico, as well as in the economic community
worldwide are designed to foster a competitive market, and forbid activities
that restrict trade. In general, all actions taken both individually and with
the participation of others that are predatory concerning a competitor, or that
by nature limit the competition, are considered breaches of one or more laws on
fair competition.

In MAXCOM we accept the fact that the following situations, which represent
significant practices contrary to the policies of the Company, to be forbidden:

-     Contracts or agreements with competitors or potential competitors
      concerning prices of products or other competitive policies or practices
      are forbidden; also this cannot be the subject matter of the conversation
      of any employee of the Company with a competitor or potential competitor.

-     All conversations shall be limited to the specific negotiations carried
      out in the case or a current or potential association, or of projects with
      competitors or potential competitors.

-     The participation in commercial associations, seminars or other groups
      shall not be, nor shall even seem to be, an opportunity to make comments
      on competition policies and practices.

-     It is strictly forbidden to make arrangements or agreements with a
      particular competitor or customer, potential competitor or potential
      customer, that have no direct relation with a particular customer or
      supplier, or a potential customer or supplier.

-     It is strictly forbidden to make arrangements or agreements in which the
      customer or potential customer of the company agree not to buy goods or
      services from a competitor or potential competitor of the same company.





CHAPTER SEVEN. INDUSTRIAL PROPERTY AND USE OF COMPUTERS

ARTICLE XXI. INDUSTRIAL PROPERTY PROTECTION:


In MAXCOM we respect industrial property rights (brands, commercial slogans,
patents, industrial announcements, etc.) and copyrights (computer programs,
literary works, music works, audiovisuals, drawings, etc.) of MAXCOM, considered
some one of its main assets.

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All officers and employees of MAXCOM shall protect and defend the industrial
property rights of the Company, and make use of such rights in a responsible
manner and according to the guidelines of the Company to that effect.

Also, in MAXCOM we respect the copyrights of third parties, therefore it is
strictly forbidden any breach to such rights, among which hackers and the undue
use of computation programs are highlighted.

No employee shall install computer programs in the computers or computer systems
of the Company without the direct supervision and the authorization of the
Systems Area. Each officer and employee shall be responsible of the computer
assigned to him/her and of the information filed therein.

It is important to request the advisory of the Systems Area or of the Department
of Legal Affairs before accepting or using copyright of third parties for
personal purposes in the Company.

ARTICLE XXII. USE OF ELECTRONIC MAIL AND INTERNET:


The use of Internet is only meant for work purposes; therefore, it is forbidden
to use the electronic mail service of MAXCOM to communicate personal opinions or
for personal communications.

Personal opinions may be understood as official part of the policy of MAXCOM,
since the address of the electronic mail includes the name of MAXCOM, and is
visible to all those who receive electronic mail.

CHAPTER EIGHT. ENVIRONMENTAL POLICY

ARTICLE XXIII. ENVIRONMENTAL POLICY:


It is a policy of the Company to carry out activities that show a respect for
the environment, while making and promoting high quality products and services
for its customers.

This shall be performed in such a way to favor the welfare of the current and
future communities, where the Company maintains or plans to maintain premises,
and may carry out commercial activities.

The Company and its affiliate companies, agents and employees shall, at all
times, act as good citizens, model entrepreneurs, complying and exceeding the
observance of the applicable environmental laws and regulations.

ARTICLE XXIV. RESPONSIBILITY:


In MAXCOM we are aware that, in order to protect the environment, environmental
factors shall be taken into account so as to develop all business, plans,
operations and activities.



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The Operations, Regulatory and Legal areas have determined the programs,
guidelines and regulations that help us to comply with this significant social
responsibility.

ARTICLE XXV. ENVIRONMENTAL PREVENTION:


In strict compliance with our mission to protect the environment, the employees
of MAXCOM commit to communicate to the Regulatory, Operations and Legal areas
the following aspects: (1) notices on permits of regulatory organizations, (2)
reports of tests results, internal or from organizations that indicate the
breach of the permit, (3) notices of breach concerning regulations or
environmental permits, (4) negotiations or orders that include regulations or
authorized compliance, (5) related environmental incidents that can be reported
to any governmental organization, or that could adversely affect the Company.

CHAPTER NINE. COMPLIANCE

ARTICLE XXVI. COMPLIANCE:


All officers and employees of MAXCOM shall fulfill these policies not only to
the letter, but also their spirit.

It is true that no set of guidelines on commercial ethical conducts may include
each and every one of the cases.

The absence of a guideline that includes a particular situation does not exempt
the employee or officer of MAXCOM from his/her obligation to act within the
highest standards of entrepreneurial behavior, regardless of the fulfillment of
the internal regulation as to work, standards and policies, and the applicable
laws.

Since each employee of the Company is the only responsible of its actions, it
there is any doubt it can and should look for guidance and assistance in its
higher ranks so as to clarify doubts concerning the compliance of the standards
of conduct.

The responsibility to apply these standards is the responsibility of each one of
the employees of MAXCOM.

The Executive Chairman and General Manager is the natural leader that shall
promote the compliance and adherence of this Code.

All of us have the obligation and the responsibility of reporting non-ethical
actions, as well as breaches to the entrepreneurial conduct standards of the
Company.

Our primary responsibility, as employees of MAXCOM, is with the Company, not
with any individual in particular.

If any employee believes that his superior authority is not paying due attention
to a significant breach to this Code or to the law, it is his duty, no matter
how unpleasant, to


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report to the person following in hierarchy about it, and if even this would not
corrected, nor the proper measures taken, he can address the Chairman and the
General Director to inform them about his/her suspicions and concerns.

Ethical integrity is a question of character. Each employee of the Company shall
ensure that each and every one of his co-workers complies at all times with the
highest entrepreneurial ethical conduct, both individually and collectively.

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