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                                                                  EXHIBIT 2(c).1


IRREVOCABLE TRUST AGREEMENT (THIS "TRUST AGREEMENT") NO. 14911-8 ENTERED INTO,
ON THE FIRST PART, AS SETTLOR BY MAXCOM TELECOMUNICACIONES, S.A. DE C.V., ACTING
ON BEHALF OF THE PARTICIPANTS IN THE DEBT CAPITALIZATION RELATED TO ITS
RESTRUCTURING, REPRESENTED BY ITS LEGAL REPRESENTATIVE GONZALO ALARCON ITURBIDE
(HEREINAFTER "MAXCOM") AND, ON THE SECOND PART, BANCO NACIONAL DE MEXICO S.A.,
INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BANAMEX, DIVISION FIDUCIARIA,
REPRESENTED BY ITS TRUST DELEGATES, GABRIEL URIBE CORONA AND EMILIO FRAGOSO
GARCIA (HEREINAFTER "TRUSTEE"), PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES.

                                    RECITALS

I.       MAXCOM declares through its legal representative that:

         A.       MAXCOM is a stock company duly incorporated and existing
                  according to the laws of the United Mexican States pursuant to
                  public instrument number 86,115 dated February 26, 1996,
                  granted before Ignacio Soto Borja, Notary Public number 129 of
                  the Federal District, which first notarial copy was recorded
                  in the Public Registry of Commerce of the Federal District on
                  June 10, 1996 under Mercantile File No. 210585.

         B.       Prior to the Restructuring (as defined below), the subscribed
                  and paid capital stock of MAXCOM was represented by 13,748,444
                  (THIRTEEN MILLION SEVEN HUNDRED FORTY EIGHT THOUSAND FOUR
                  HUNDRED AND FORTY FOUR) shares, divided into (i) nominative,
                  common and no par value series A shares with full voting
                  rights and which may only be held by Mexicans ("Series A
                  Shares"), (ii) nominative, common and no par value series B
                  shares with full voting rights and which may be held by
                  Mexican or foreign individuals or entities ("Series B
                  Shares"), (iii) nominative, common and no par value Series C
                  shares, with full voting rights and which may be held by
                  Mexican or foreign individuals or entities and which shall be
                  voted in the same way as the majority of Series A Shares
                  ("Series C Shares"), and (iv) nominative, common and no par
                  value series N shares with limited voting rights and which may
                  be held by Mexican or foreign individuals or entities (the
                  "Series N Shares"), in each case, with such terms and
                  conditions as are set forth in the by-laws of MAXCOM in effect
                  prior to the Restructuring. The


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                  totality of the 13,748,444 shares is divided as follows:
                  1,276,428 (ONE MILLION TWO HUNDRED SEVENTY SIX THOUSAND FOUR
                  HUNDRED TWENTY EIGHT) are Series A Shares, 1,226,372 (ONE
                  MILLION TWO HUNDRED TWENTY-SIX THOUSAND THREE HUNDRED AND
                  SEVENTY TWO) are Series B Shares, 5,622,822 (FIVE MILLION SIX
                  HUNDRED TWENTY TWO THOUSAND EIGHT HUNDRED TWENTY TWO) are
                  Series C Shares and 5,622,822 (FIVE MILLION SIX HUNDRED TWENTY
                  TWO THOUSAND EIGHT HUNDRED TWENTY TWO) are Series N Shares.

         C.       The General Extraordinary Shareholders' Meeting of MAXCOM held
                  March 5, 2002 (the "Shareholders Meeting") resolved among
                  other matters:

                  (a)      The restructuring of the capital stock of MAXCOM (the
                           "Restructuring") through (i) the conversion of
                           5,622,822 (FIVE MILLION SIX HUNDRED TWENTY TWO
                           THOUSAND EIGHT HUNDRED TWENTY TWO) Series C Shares,
                           subscribed and paid for, into an equal number of
                           Series N Shares, subject to the fulfillment of all
                           conditions expressly agreed to in such Shareholders'
                           Meeting; (ii) the increase of MAXCOM's capital stock
                           for the equivalent amount in Mexican pesos of up to
                           US$80,020,235 (eighty million twenty thousand two
                           hundred thirty five dollars of the United States of
                           America) and the consequent issuance of (I) 6,088,896
                           nominative, no par value series A-1 shares with a
                           preference on liquidation and with full voting rights
                           which may only be held by Mexicans ("Series A-1
                           Shares"), (II) 5,850,118 nominative, no par value
                           series B-1 shares with a preference on liquidation
                           and full voting rights which may be held by Mexican
                           or foreign individuals or entities ("Series B-1
                           Shares"), (III) 122,508,394 nominative, no par value
                           series N-1 shares with a preference on liquidation
                           and limited voting rights which may be held by
                           Mexican or foreign individuals or entities ("Series
                           N-1 Shares"), and (IV) 28,050,000 nominative, no par
                           value series N-2 shares with a preference on
                           liquidation and limited voting rights which may be
                           held by Mexican or foreign individuals or entities
                           ("Series N-2 Shares"), in each case, with such rights
                           and designations as are set forth in MAXCOM's By-laws
                           in effect at and immediately following consummation
                           of the Restructuring.

                  (b)      The amendment and restatement of MAXCOM's By-laws in
                           their entirety to, among other things, establish the
                           rights, preferences and designations of the Series
                           A-1 Shares, Series B-1 Shares, the Series N-1 Shares
                           and Series N-2 Shares, which By-laws are in the form
                           attached hereto as Annex A (the "By-laws").

                  (c)      The execution of this Trust Agreement by the Settlor,
                           acting on behalf of the participants in the debt
                           capitalization related to the Restructuring referred
                           to in

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                           the minutes of the Shareholders' Meeting, a copy
                           which is attached hereto as Annex B, in order for the
                           Trustee to issue Ordinary Participation Certificates,
                           each representing at all times one Series N-2 Share
                           and any other property received with respect to such
                           Series N-2 Share held in the Trust Corpus (as defined
                           herein) (hereinafter, the "N-2 CPOs") and from time
                           to time thereafter to issue Ordinary Participation
                           Certificates with separate designations and each
                           representing at all times such other Shares in Trust
                           (as defined herein) or other property received with
                           respect to such Shares in Trust held in the Trust
                           Corpus (the "Other CPOs" and, together with the N-2
                           CPOs, the "CPOs").

                  (d)      To cause to be deposited under this Trust an
                           aggregate number of Series N-2 Shares necessary for
                           the Trustee to issue the number of N-2 CPOs to be
                           issued in favor of the CPO Holders (as defined below)
                           in connection with the Restructuring.

         D.       In connection with the Restructuring, MAXCOM has conducted an
                  offer to exchange all of its U.S.$275 million 13 -3/4% Senior
                  Series B Senior Notes due 2007 (the "Existing Notes") for up
                  to U.S.$175 million of its newly issued Senior Notes due 2007
                  (the "New Notes") and up to 28,050,000 N-2 CPOs (the "Exchange
                  Offer").

         E.       The Series N-2 Shares represented by such N-2 CPOs are fully
                  subscribed and paid for, free and clear of any encumbrance or
                  ownership limitations, except for the limitations under
                  applicable law or established in this Trust Agreement or the
                  By-laws.

         F.       Pursuant to the terms and conditions of the Exchange Offer,
                  each holder of Existing Notes that validly tendered in
                  exchange and did not withdraw Existing Notes in the Exchange
                  Offer was deemed to have authorized MAXCOM to deposit the
                  Series N-2 Shares to be issued in the Exchange Offer to be
                  deposited into the Trust and to take all actions necessary,
                  appropriate or convenient to cause this Trust Agreement to be
                  executed and the Trust to be duly formed.

         G.       The execution of this Trust Agreement has been duly authorized
                  by MAXCOM by all necessary corporate resolutions and the
                  execution of the Trust Agreement by MAXCOM does not breach or
                  contravene any agreement or obligation to which MAXCOM is
                  party or is bound, or the By-laws.

         H.       MAXCOM's legal representative has the legal capacity to
                  execute this Trust Agreement and to bind MAXCOM to its terms,
                  as stated in the Public Notation No. 111,911 of August 7, 2001
                  granted before Ignacio R. Morales Lechuga, Notary Public No.
                  116 of the Federal District, which notation has been duly
                  recorded with

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                  the Commercial Public Registry.

II.      The Trustee states through its trust delegates, that:

         A.       It is an Institucion de Banca Multiple (Banking Institution)
                  legally incorporated and existing according to the laws of the
                  United Mexican States, and that it has the necessary authority
                  to act as Trustee in this Trust Agreement, according to the
                  provisions of the Ley de Instituciones de Credito (the
                  "Federal Banking Law") and that the execution of this Trust
                  Agreement has been duly authorized.

         B.       Its trust delegates are each duly authorized to execute and
                  deliver this Trust Agreement and bind their principal
                  according to the terms hereof, as evidenced by public
                  instruments 36,621 and 43,862, granted on March 29, 1996 and
                  September 22, 1999, respectively, attested by Jose Manuel
                  Gomez del Campo Lopez and Roberto Nunez y Bandera, Notary
                  Public numbers 136 and 1, respectively both of the City of
                  Mexico, Federal District.

         C.       It agrees to enter into this Trust Agreement as Trustee and
                  perform as such according to the provisions hereof.

         By virtue of the above Recitals, the parties hereto agree to execute
this Trust Agreement contained in the following:

                                  C L A U S E S

FIRST.- INCORPORATION.- MAXCOM, acting on behalf of the participants in the debt
capitalization related to the Restructuring referred to in the Shareholders'
Meeting, in its capacity as settlor, hereby irrevocably deposits in the Trust
and transfers under trust ownership to the Trustee, for the purposes established
in Clause Fourth of this Trust Agreement, which execution is entrusted to the
Trustee, TWENTY EIGHT MILLION, FIFTY THOUSAND (28,050,000) Series N-2 Shares
fully subscribed and paid for at the time of issuance of the CPOs.

         For such purpose, MAXCOM hereby delivers to the Trustee, who by
executing this Trust Agreement acknowledges receipt thereof, a stock certificate
representing all of the Series N-2 Shares stated above registered in the name of
the Trustee.

         By executing this Trust Agreement, the Trustee (i) evidences the
acceptance of its commission and (ii) covenants and agrees to faithfully perform
as such, and acknowledges receipt of a stock certificate representing all of the
Series N-2 Shares stated above registered in the name of the Trustee.


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         The shares that are deposited in the Trust in favor of the Trustee, or
that result from a conversion of Series N-2 Shares, or other securities from
time to time deposited into the Trust that the Trustee subscribes and, if
applicable, pays for directly with the funds which it receives from the CPO
Holders, or securities or rights received by the Trustee and deposited into the
Trust in exchange for Series N-2 Shares or other securities deposited in the
Trust as required by the By-laws, shall be referred to as "Shares in Trust".

         The Shares in Trust for each issuance of CPOs shall be of the same
class.

         This Trust Agreement shall become effective upon its execution.

SECOND.- PARTIES.- The parties to this Trust are:


SETTLOR:                            Maxcom Telecomunicaciones, S.A. de C.V.,
                                    acting on behalf of the participants in the
                                    debt capitalization related to the
                                    Restructuring referred to in the
                                    Shareholders' Meeting.



TRUSTEE:                            Banco Nacional de Mexico S.A., Institucion
                                    de Banca Multiple, Grupo Financiero Banamex,
                                    Division Fiduciaria



TRUST BENEFICIARY:                  The final beneficiaries of the rights (i.e.,
                                    the beneficial owners) to the CPOs, acting
                                    through The Depository Trust Company, a
                                    corporation organized under the laws of the
                                    State of New York, U.S.A., solely in its
                                    capacity as the depositary of the CPOs
                                    represented by the Global N-2 CPO
                                    Certificate (as defined herein) or any other
                                    Global CPO Certificate (as defined herein)
                                    (the "Depositary") and any nominee of the
                                    Depositary, in its capacity as the holder of
                                    record of the N-2 CPOs represented by the
                                    Global N-2 CPO or any other Global CPO
                                    Certificate representing Shares in Trust and
                                    all individuals or corporations that
                                    hereafter acquire Certificated CPOs (as
                                    defined herein) (together, the "CPO
                                    Holders") and, by the sole fact of acquiring
                                    and holding directly or indirectly the CPOs


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                                    issued by the Trustee in accordance with the
                                    terms of this Trust Agreement, shall be
                                    deemed to have adhered to, and shall be
                                    subject to the terms, conditions and
                                    provisions of, this Trust Agreement, of the
                                    corresponding issuance minutes, and of the
                                    certificates that represent the CPOs.

THIRD.- THE CORPUS OF THE TRUST.- The corpus of the Trust (the "Trust Corpus")
shall include the following:

3.1      TWENTY SIX MILLION FOUR HUNDRED FIFTY NINE THOUSAND EIGHT HUNDRED
TWENTY (26,459,820) Series N-2 Shares which MAXCOM, acting on behalf of the
participants in the debt capitalization related to the Restructuring referred to
in the Shareholders' Meeting, in its capacity as the Settlor, has initially
deposited in the Trust as of the date of execution of this Trust Agreement.

3.2.     Any shares representing the capital stock of MAXCOM that the Trustee
subscribes for, in case MAXCOM decrees an increase in capital and CPO Holders
are permitted to, and do, subscribe therein, upon receipt by MAXCOM of the
necessary funds for such subscription.

3.3.     Any shares representing the capital stock of MAXCOM which are received
by the Trustee pursuant to the terms of this Trust Agreement or the By-laws as a
result of conversions of shares of capital stock of MAXCOM for shares of a
different series of capital stock of MAXCOM, dividend payments in shares
(including splits and reverse splits of shares), or any product deriving
therefrom, decreed by MAXCOM when capitalizing premiums over shares, prior
contributions and/or retained profits or reserves.

3.4.     Cash or other securities or other consideration received by the
Trustee, on account of the Shares in Trust, including without limitation, as a
result of (i) the exercise of rights in connection with a sale of MAXCOM
pursuant to paragraph (e) or paragraph (f) of Article Nine of the By-laws or
(ii) upon a liquidation, dissolution or winding up of MAXCOM, including upon any
deemed liquidation, all as provided in the By-laws. Notwithstanding the fact
that cash or securities may be received by the Trust pursuant to paragraph (e)
or paragraph (f) of Article Nine of the By-laws in connection with a sale of
MAXCOM, it is expressly acknowledged and agreed that all or any portion of any
cash or securities received by the Trust in connection with such sale may be
subject to any expense, escrow, holdback, contingent payment, indemnity or
similar obligation set forth in the agreement pursuant to which such sale is
effected, and the Trustee shall make provision for any such expense, escrow,
holdback, contingent payment, indemnity or similar obligation as directed by the
Technical Committee (as defined herein).


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FOURTH.- PURPOSE.- The primary purpose of this Trust is to establish a mechanism
to allow the waiver of any preemptive right granted by applicable law or the
By-laws to the owners of any Shares in Trust ("Preemptive Rights"). The Trustee
will either waive or exercise its Preemptive Rights as record holder of the
Shares in Trust upon the instructions of the Technical Committee, which shall
make a determination in its sole judgment, after considering the recommendation
given to it by MAXCOM. MAXCOM may recommend that the Technical Committee
instruct the Trustee to waive its Preemptive Rights only if MAXCOM determines
that based on the advice of qualified U.S. counsel, such exercise of Preemptive
Rights and the extension of such Preemptive Rights to the CPO Holders would
require registration with the U.S. Securities and Exchange Commission pursuant
to the Securities Act of 1933 and the rules and regulations promulgated
thereunder (as amended from time to time, the "U.S. Securities Act"). For the
foregoing purpose, the Trustee shall carry out the activities set forth in this
Clause Fourth:

4.1      The Trustee shall (i) issue hereby 26,459,820 N-2 CPOs each
representing one (1) Series N-2 Share pursuant to Section 5.4 of Clause Fifth
below and (ii) from time to time, issue other CPOs representing other Shares in
Trust pursuant to Clause Fifth below, if at all.

4.2      For the purposes established in Section 4.1 above, the Trustee shall
maintain the ownership of the Shares in Trust during the term of this Trust
Agreement.

4.3      The Trustee shall exercise the voting rights of the Shares in Trust,
according to Clause Fifth below.

4.4      The Trustee shall exercise the monetary and economic rights of the
Shares in Trust, according to Clause Fifth below.

4.5      The Trustee shall receive from MAXCOM stock certificates evidencing
shares of capital stock of MAXCOM in the event the Shares in Trust are permitted
to, and do, exercise Preemptive Rights to subscribe to further increases of
capital stock issued by MAXCOM in accordance with this Trust Agreement, and
shall recognize as trust beneficiaries the persons indicated by the Technical
Committee in connection with the CPOs to be issued as a result of depositing
such shares in the Trust, observing at all times the provisions of Clause Fifth
below.

4.6      Upon the optional or mandatory conversion of any Series N-2 Shares or
other convertible securities of MAXCOM that are Shares in Trust, the Trustee
shall deliver to MAXCOM, and MAXCOM shall receive from the Trustee, certificates
or other instruments evidencing Series N-2 Shares or other convertible
securities of MAXCOM that are Shares in Trust, as the case may be, upon the
conversion of any such Shares in Trust, and MAXCOM shall deliver to the Trustee,
and the Trustee shall receive from MAXCOM, certificates or other instruments
evidencing shares of capital stock of MAXCOM, and shall

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recognize as trust beneficiaries the persons indicated by MAXCOM or the
Technical Committee in connection with the CPOs to be issued as a result of
depositing such shares in the Trust, observing at all times the provisions of
Clause Fifth below.

4.7      Upon any transfer of Shares in Trust in connection with a Sale of the
Company (as defined in the By-laws) pursuant to paragraph (e) or paragraph (f)
of Article Nine of the By-laws, the Trustee shall deliver the Shares in Trust in
accordance with the terms and conditions of the By-laws and Clause Fifth below
as instructed by the Technical Committee.

4.8      The Trustee shall carry out such other acts provided for in this Trust
Agreement as indicated in each case and as may be necessary, appropriate or
convenient to effect any of the foregoing purposes so long as such acts are in
the best interests of the CPO Holders taken as a whole.

4.9      The Trustee shall carry out such other acts as the Technical Committee
may instruct in writing from time to time to be necessary, appropriate or
convenient to afford the CPO Holders the ability to exercise to the greatest
extent possible the rights that such persons would have had as the holder of
record of the Series N-2 Shares or such other Shares in Trust represented by
CPOs.

FIFTH.- OBLIGATIONS OF THE TRUSTEE. In fulfilling the purposes of the Trust, the
Trustee shall proceed as follows, in addition to that provided for in other
Sections of this Trust Agreement:

5.1       Exercise of the Voting Right of the Shares Under Trust.

5.1.1    Notice of Meeting and Setting Record Date.

         MAXCOM shall notify the Trustee in writing, at the same time as MAXCOM
notifies its other shareholders of record, of all record dates established by
MAXCOM's Board of Directors from time to time with respect to any General
Shareholders' Meeting, Extraordinary Shareholders' Meeting or Special
Shareholders' Meetings of MAXCOM, in each case, for the purpose of determining
in accordance with MAXCOM's valid stock registry which holders of shares of
MAXCOM are entitled to attend and vote at such meetings (or are entitled to vote
by written consent in lieu of any such meeting). In the event that any Shares in
Trust may be voted at any such meeting, such notification must be delivered to
the Trustee and the other shareholders of record at least 30 calendar days prior
to the date of the meeting. Upon the receipt of such written notice from MAXCOM,
the Trustee shall in turn establish a record date in accordance with Section
5.10 herein to establish in accordance with the valid stock registry maintained
by the Registrar (as such term is defined in Section 5.7 hereof) those CPO
Holders entitled to provide instructions

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with respect to the voting of any such Shares in Trust.

5.1.2    Exercise of Voting Rights In General.

         CPO Holders will not be entitled to vote on any matter that the holders
of the capital stock of MAXCOM are entitled to vote, but will be entitled to
instruct the Trustee as to the manner of voting the Series N-2 Shares or other
Shares in Trust represented by CPOs on any matter that the Shares in Trust have
a right to vote for the purpose of exercising any shareholder rights to the
extent required under Mexican law or the By-laws.

         Upon receipt of notice of any meeting of, or vote to be taken by,
holders of Series N-2 Shares or other Shares in Trust, the Trustee shall, as
soon as practicable thereafter and through the Common Representative, deliver to
the Depositary Agent (as such term is defined in Section 5.7 hereof) for further
mailing to the CPO Holders a notice, the form of which notice shall be
determined by the Technical Committee, which shall contain (a) such information
as is contained in such notice of meeting received by the Trustee from MAXCOM,
(b) a statement that the CPO Holders as of the close of business on a record
date specified pursuant to Section 5.10 of Clause Fifth herein will be entitled,
subject to any applicable provision of Mexican law and of the By-laws, to
instruct the Trustee as to the exercise of the voting rights, if any, pertaining
to the number of Series N-2 Shares or other Shares in Trust represented by their
respective CPOs and (c) a statement as to the manner in which such instructions
may be given. The Trustee, acting pursuant to the instructions of the Technical
Committee, shall take such other actions as the Technical Committee, after
notifying the Common Representative, may deem necessary, appropriate or
convenient to cause such notices to be received timely by the CPO Holders
through the Common Representative and the Depositary Agent. Upon the written
request of a CPO Holder on such record date, received on or before the date
established by the Trustee for such purpose, the Trustee shall vote or cause to
be voted the amount of Series N-2 Shares or other Shares in Trust represented by
the respective CPO in accordance with the instructions set forth in such
request. The Trustee shall not, and shall ensure that none of its agents, if
any, vote or attempt to exercise the right to vote that attaches to the Series
N-2 Shares or other Shares in Trust, other than in accordance with such
instructions. The Trustee shall be permitted to appoint one or more proxies to
attend any such Shareholders' Meeting and vote the Series N-2 Shares or Shares
in Trust as instructed by the CPO Holders. Nothwithstanding anything else
provided for herein, the Trustee shall have no obligation to notify CPO Holders
of an issuance or potential issuance by MAXCOM of securities that could give
rise to Preemptive Rights nor shall the Trustee have any obligation to accept
any instructions from CPO Holders with respect to such Preemptive Rights unless
the Technical Committee instructs the Trustee otherwise in writing. To the
extent that the Trustee has not received written instructions with respect to
the voting of any Shares in Trust represented by CPOs, such Shares in Trust will
not be voted.


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5.1.3    Exercise of Voting in Connection with an Approved Sale of MAXCOM.

         Notwithstanding the foregoing, in the event of an Approved Sale (as
defined in the By-laws) in accordance with paragraph (f) of Article Nine of the
By-laws and Shares in Trust are then subject to the requirements of such
provisions, then, upon instruction of the Technical Committee, the Trustee shall
not be required to solicit instructions for voting the Shares in Trust and shall
vote or cause the Shares in Trust to be voted in favor of, consent to and raise
no objections against such sale and, to the extent applicable, shall waive any
dissenters rights, appraisal rights or similar rights with respect to such
Approved Sale.

5.1.4    Designation of Board Observers and Directors.

         From time to time during the term of this Trust Agreement, the holders
of 10% or more of the issued and outstanding N-2 CPOs may propose an individual
be designated as the Series N-2 Observer (as defined in the By-laws), as
contemplated by paragraph (b) of Article Twenty-Three of the By-laws, or a
member of the Board of Directors of MAXCOM as contemplated by paragraph (vi) of
Article Twenty-Nine (the "New N-2 Director"), in each case by directing the
Common Representative through the Depositary Agent to deliver written notice of
such proposed designee to the Trustee and the Secretary of the Board of
Directors of MAXCOM. The holders of a Majority of N-2 CPOs shall be entitled to
designate and remove the Series N-2 Observer by directing the Common
Representative through the Depositary Agent to deliver a written notice to the
Trustee and MAXCOM, and the Trustee and MAXCOM shall take all actions necessary,
appropriate or convenient to cause such person to be designated or removed as
the Series N-2 Observer, as the case may be. If a Series N-2 Observer or a New
N-2 Director is to be designated or elected at a Shareholders' Meeting, the
Trustee shall vote all of the Series N-2 Shares in accordance with the
instructions of the Majority of the N-2 CPO Holders.

         The initial Series N-2 Observer may be designated by the written
consent of the holders of at least 50.1% of the aggregate principal amount of
the Existing Notes tendered in the Exchange Offer. In such event, upon
notification from the Common Representative (who in turn shall have been
notified by the Depositary Agent), the Trustee and MAXCOM shall take all actions
necessary, appropriate or convenient to cause such person to be designated as
the initial Series N-2 Observer promptly upon consummation of the Exchange
Offer.

         For the purposes of this Section 5.1.4, the term "Series N-2 Shares"
shall include any series of new preferred shares of MAXCOM into which the Series
N-2 Shares may be converted pursuant to Article Twenty-Nine of the By-laws and
the term "N-2 CPOs" shall include any CPOs that represent such new preferred
shares of MAXCOM.


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5.1.5    Calling Special Meetings.

         Upon the written request of the holders of 33% or more of a series of
CPOs that represents a class of MAXCOM capital stock (or, to the extent
available under applicable law, such other percentage as specified by such law,
assuming that such CPO Holders were holders of the Shares in Trust), the
Depositary Agent through the Common Representative will deliver to the Trustee a
written request that a Special Shareholders' Meeting be called for such class of
MAXCOM capital stock. Upon receipt of such request, the Trustee shall promptly
request that MAXCOM call such Special Shareholders' Meeting.

5.2      Exercise of the Economic Rights of Shares In Trust.

5.2.1    General.

         The Technical Committee and the Common Representative in the
implementation of this Section 5.2, shall, within the confines of their
respective powers, ensure that the CPO Holders receive fair and proportional
treatment as among all other holders of the same series of CPOs.

5.2.2    Notification of Dividends and Distributions.

         MAXCOM shall notify the Trustee in writing at least five business days
prior to the date of distribution of all dates on which dividends or other
distributions are scheduled to be paid with respect to any Shares in Trust, and
the Trustee shall establish a record date pursuant to Section 5.10 of Clause
Fifth herein. MAXCOM shall, unless restricted under applicable law, promptly
notify the Trustee in writing of any event that could reasonably be expected to
affect the exercise of conversion rights of any Shares in Trust, including, but
not limited to, any Public Offering (as defined in the By-laws), Qualified
Public Offering (as defined in the By-laws) or any regulatory change
contemplated by Article Twenty-Nine of the By-laws, and the Trustee shall,
through the Common Representative, instruct the Depositary Agent to notify the
CPO Holders of any such event, which notice shall be in form and substance as
determined by the Technical Committee, after notifying the Common
Representative.

5.2.3    Cash Distributions.

         Whenever the Trustee shall receive any cash dividend or other cash
distribution by MAXCOM in respect of any Shares in Trust, the Trustee shall,
subject to the provisions of Section 5.9 herein, as soon as possible convert
such dividend or distribution into U.S. dollars at the exchange rate in effect
at the Central Exchange Department of Banco Nacional de Mexico, S.A. and shall
distribute through the Depositary Agent as soon as possible the amount thus
received to the CPO Holders entitled thereto, in proportion to the

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number of CPOs representing such Shares in Trust held by them respectively,
subject to any holdback requirements contemplated by paragraphs (e) and (f) of
Article Nine of the By-laws and Sections 5.2.7 and 5.2.8 herein; provided,
however, that in the event that MAXCOM or the Trustee shall be required by
applicable law to withhold, and does withhold, from any cash dividend or other
cash distribution in respect of any Shares in Trust an amount on account of
Mexican taxes, the amount distributed to the CPO Holder representing such Shares
in Trust shall be reduced accordingly. The Trustee shall distribute only such
amount, however, as can be distributed without distributing to any CPO Holder a
fraction of one cent, and any balance not so distributable shall be held by the
Trust (without liability for interest thereon) and shall be added to and become
part of the next sum received by the Trustee for distribution to CPO Holders
then outstanding. MAXCOM will remit to the appropriate governmental agency in
Mexico all amounts, if any, required to be withheld by MAXCOM and owing to such
agency. The Trustee will as soon as possible forward to MAXCOM such information
from its records as MAXCOM may reasonably request to enable MAXCOM to file
necessary reports with governmental agencies, and either MAXCOM or the Trustee
may file any such reports necessary to obtain benefits under any applicable tax
treaties for the CPO Holders.

5.2.4    Distributions of Capital Stock.

         In case a payment of dividends is declared with respect to Series N-2
Shares or other Shares in Trust, or in case reserves or other capital accounts
are capitalized, which result in the issuance and delivery of new Series N-2
Shares or other shares to the shareholders of MAXCOM in proportion to their
participation in the capital stock, the Trustee shall proceed as follows:

         a) The Trustee shall request that the Common Representative calculate
the number of CPOs that should be issued and delivered to each CPO Holder,
observing at all times that each CPO represents one (1) Series N-2 Share or
other Share in Trust, as the case may be.

         b) Once the calculation by the Common Representative has been done, the
Trustee shall issue the corresponding CPOs according to the provisions of this
Trust Agreement and deliver through the Depositary Agent those CPOs which
correspond to each CPO Holder in accordance with the above and the written
instructions of the Common Representative.

         c) If pursuant to the calculation done by the Common Representative a
surplus of shares exists, that is, if whole CPOs cannot be distributed among one
or more of the CPO Holders, the Trustee shall keep the surplus shares (the
"Surplus Shares") in the Trust Corpus, registering the identity and percentage
interest corresponding to the CPO Holders involved, as well as the proportion of
the economic benefits in respect to such Surplus

                                     E-194
<PAGE>
Shares for purposes of paying dividends and exercising economic and voting
rights as verified by the Common Representative, in the understanding that as
soon as it is practicable to issue CPOs in favor of such CPO Holders as a result
of further payments of dividends in the form of shares of MAXCOM, the Trustee
shall proceed to issue the respective CPOs in favor of the corresponding CPO
Holders, following at all times the instructions from the Common Representative
relating to rounding of figures. The voting rights of any Surplus Shares shall
be exercised by the Trustee in the same proportion as the votes to be cast by
the Trustee with respect to the Shares in Trust in accordance with instructions
received from the CPO Holders.

5.2.5    Redemption or Cancellation of Shares in Trust.

         If the capital stock is reduced through the reimbursement of
contributions or through the redemption of losses, or if it is resolved to
redeem shares with distributable profits, and the foregoing results in the
cancellation of any Shares in Trust, the Trustee shall proceed as follows:

         a) If the totality of the Shares in Trust are redeemed, reimbursed or
canceled, the Trustee, pursuant to the instructions of the Technical Committee,
shall redeem the CPOs and distribute the amounts corresponding to the
reimbursement, redemption or cancellation of the Shares in Trust among the CPO
Holders in proportion to their holdings.

         b) In the case less than the total number of Shares in Trust are
reimbursed, redeemed or canceled, the Technical Committee, shall notify the
Common Representative and instruct the Trustee: (i) to have lots drawn before a
Notary Public, in the terms applicable to shares of the Ley General de
Sociedades Mercantiles (the "General Law of Business Entities") and the By-laws,
in order to determine which CPOs shall be redeemed; or (ii) to redeem CPOs
strictly in proportion to the ownership of each CPO Holder; or (iii) to redeem
CPOs in any other form, taking into account the particularities of the
redemption, reimbursement or cancellation of Shares in Trust implicated.

         Once the CPOs that are to be reimbursed or redeemed have been selected
according to the preceding paragraph, the Trustee shall proceed to reimburse or
redeem such CPOs, delivering to the CPO Holders who own the selected CPOs, the
funds accordingly paid by MAXCOM or that it pays on account of redemption,
reimbursement or cancellation of the Shares in Trust.

         If the cancellation results from the redemption or cancellation of
losses reflected in MAXCOM's Balance Sheet, no reimbursement whatsoever will
apply for the CPO Holders for such cancellation.

         c) In case of an exchange, or the number of the Shares in Trust is
divided or

                                     E-195
<PAGE>
multiplied (including split and reverse split), MAXCOM is merged with another
corporation or corporations as the surviving corporation, MAXCOM is spun off
into two or more corporations, or a dividend is distributed in shares or other
assets different than the Shares in Trust, the Trustee, following written
instructions received from the Technical Committee after notifying the Common
Representative, shall determine an appropriate and fair adjustment and/or
modification to this Trust Agreement, to the issuance minutes of the CPOs, and
to the composition of each CPO, and shall adopt the necessary provisions as may
correspond, in the understanding that once the Technical Committee has
determined such adjustment and/or modification, if any, that should be made to
this Trust Agreement, the corresponding amendment agreement must be approved
pursuant to Clause Nineteenth hereof.

5.2.6    Conversion of Shares in Trust.

         Upon receipt of notice from a CPO Holder of an optional conversion of
Shares in Trust and surrender of the CPOs held of record or indirectly by such
CPO Holder that represent such Shares in Trust, the Common Representative
through the Depositary Agent shall instruct the Trustee to cause the delivery of
certificates representing the Shares in Trust to be converted to MAXCOM or its
agent. Upon receipt of such certificates representing shares of capital stock,
MAXCOM shall accept delivery of such certificates and issue or cause to be
issued certificates representing the new shares of capital stock of MAXCOM in
favor of the Trustee pursuant to the By-laws, applicable law and any procedures
from time to time established by the Technical Committee not inconsistent with
the By-laws or applicable law. Upon receipt of such new Shares in Trust, the
Trustee shall cause the issuance and delivery of certificates representing the
CPOs representing the new Shares in Trust in accordance with Section 5.6 of
Clause Fifth herein. Upon the mandatory conversion of the Series N-2 Shares or
any other Shares in Trust pursuant to the By-laws, the Trustee shall deliver or
cause to be delivered to MAXCOM or its agent all certificates representing the
Shares in Trust to be converted, and MAXCOM shall issue and deliver to the
Trustee certificates or a certificate representing the new shares of capital
stock MAXCOM pursuant to the By-laws, applicable law and any procedures
established from time to time by the Technical Committee not inconsistent with
the By-laws or applicable law. Upon the mandatory conversion of such Series N-2
Shares or Shares in Trust pursuant to the By-laws, the outstanding CPOs shall
automatically represent such new Shares in Trust without surrender of
certificates representing such CPOs or the issuance of new CPOs.


5.2.7    Exercise of Participation Rights.

         If the Trustee receives a Tag-Along Right Notice (as defined in the
By-laws) from MAXCOM in connection with a sale of MAXCOM pursuant to paragraph
(e) of Article

                                     E-196
<PAGE>
Nine of the By-laws and the Shares in Trust are then subject to such provisions,
the Trustee shall promptly establish a record date in accordance with Section
5.10 herein in order to establish those CPO Holders entitled to exercise the
participation rights with respect to the Series N-2 Shares represented by CPOs
owned by such CPO Holders. Upon receipt of a Tag-Along Right Notice, the Trustee
shall cause to be delivered to the holders of record of the CPOs as of the close
of business on the record date a notice of the right to cause the Trustee to
sell Series N-2 Shares and such other notices and offering materials required to
be prepared by, or caused to be prepared by, MAXCOM pursuant to paragraph (e) of
Article Nine and Article Fifty-Two of the By-laws. Such notice shall contain (a)
such information as is contained in such Tag-Along Right Notice received by the
Trustee from MAXCOM, (b) a statement that the CPO Holders as of the close of
business on a specified record date will be entitled to instruct the Trustee as
to the exercise of such sale rights pertaining to the Series N-2 Shares and (c)
a statement as to the conditions upon which the Trustee will act, including, but
not limited to, the receipt of instructions containing representations and
warranties with respect to the CPOs and an acknowledgement that the proceeds
from the sale of the Series N-2 Shares will be subject to expense, escrow,
holdback, contingent payment, indemnity or similar obligations, as the case may
be, as described in paragraph (e) of Article Nine of the By-laws. The Trustee
shall execute and deliver any agreement pursuant to which such Series N-2 Shares
may be sold, and the Trustee shall cause such Series N-2 Shares to be delivered
to the purchaser or purchasers in accordance with the terms of any such
agreement. The Trustee may withhold the delivery of the net proceeds from the
sale of such Series N-2 Shares to any CPO Holder until such time as the Trustee
receives from such CPO Holder representations and warranties and/or
indemnification agreements satisfactory to the Trustee and designed to pass
through to the CPO Holder the liabilities that the Trustee may have, or the
proceeds from such sale may be subject to, under such sale agreement.

         The Technical Committee shall, after notifying the Common
Representative, establish the procedures to be followed in making such
participation rights available to the CPO Holders, which procedures shall seek
to permit, to the greatest extent possible, the CPO Holders to participate in
any such sale of MAXCOM as if such CPO Holders were record holders of the Series
N-2 Shares, including the possibility of granting different forms of guarantees
satisfactory to the purchaser as described in paragraph (e) of Article Nine of
the By-laws.

         For the purposes of this Section 5.2.7, the term "Series N-2 Shares"
shall include any series of new preferred shares of MAXCOM into which the Series
N-2 Shares may be converted pursuant to Article Twenty-Nine of the By-laws.

5.2.8    Forced Sales.

         If the Trustee is required pursuant to written instructions from the
Technical

                                     E-197
<PAGE>
Committee to sell any Shares in Trust pursuant to paragraph (f) of Article Nine
of the By-laws, the Trustee shall execute an agreement pursuant to which such
Shares in Trust are to be sold solely for the purpose of making the
representations and warranties and subjecting the proceeds of any such sale to
holdback and similar provisions to the extent required by paragraph (f) of
Article Nine, and the Trustee shall cause such Shares in Trust to be delivered
to the purchaser or purchasers subject to and in accordance with the terms and
conditions set forth in such sale agreement and the written instructions of the
Technical Committee. Those persons who are CPO Holders on the close of business
on the date on which any such sale is consummated and, in the case of a forced
sale of less than all of the Shares in Trust, those persons whose CPOs have been
selected for redemption, shall be entitled to receive proceeds from the sale of
the Shares in Trust; provided that the Trustee shall withhold the delivery of
the proceeds from the sale of such Shares in Trust to the CPO Holders until such
time as the Trustee receives from such CPO Holders representations and
warranties and/or indemnification agreements satisfactory to the Trustee and
reasonably designed to pass through to the CPO Holders the liabilities that the
Trustee may have under such sale agreement.

         The Technical Committee shall, after notifying the Common
Representative, establish the procedures to be followed in determining which
CPOs shall be redeemed (in the event that less than all of the Shares in Trust
are to be sold) and in making the proceeds from any such sale available to the
CPO Holders, which procedures shall be calculated to permit, to the greatest
extent possible, the CPO Holders to receive such proceeds as if such CPO Holders
were holders of the Series N-2 Shares, including the possibility of granting
different guarantees in form and substance satisfactory to the purchaser as
described in paragraph (f) of Article Nine of the By-laws.

5.2.9    Underwritten Sale.

         If the Common Representative receives a written request of any CPO
Holder through the Depositary Agent to exercise the rights of holders of Series
N-2 Shares set forth in clause (x) of paragraph (j) of Article Nine of the
By-laws, the Common Representative shall promptly provide such notice to the
Technical Committee, and the Technical Committee shall determine if such request
meets the requirements of such provisions of the By-laws. If such request is
determined to meet the requirements of the By-laws, the Technical Committee
shall direct the Trustee to request that MAXCOM cooperate to the extent provided
for in the By-laws with any effort by the Trustee on behalf of such CPO Holder
to effect an underwritten offering of the N-2 Stock (as defined in the By-laws).
The Technical Committee shall, notifying the Common Representative, establish
the procedures to be followed in making such underwriting available to all
holders of N-2 CPOs.

         For the purposes of this Section 5.2.9, the term "Series N-2 Shares"
shall include any series of new preferred shares of MAXCOM into which the Series
N-2 Shares may be

                                     E-198
<PAGE>
converted pursuant to Article Twenty-Nine of the By-laws and the term "N-2 CPOs"
shall include any CPOs that represents such new preferred shares of MAXCOM.

5.2.10   Listing Rights.

         If the Common Representative receives a written request of any CPO
Holder through the Depositary Agent to exercise the rights of holders of Shares
in Trust set forth in clause (ix) of paragraph (j) of Article Nine of the
By-laws, the Common Representative shall promptly provide such notice to the
Technical Committee, and the Technical Committee shall determine if such request
meets the requirements of such provisions of the By-laws. If such request is
determined to meet the requirements of the By-laws, the Technical Committee
shall direct the Trustee to request that MAXCOM use its commercially reasonable
efforts, subject to applicable law and the rules and regulations of any
applicable securities exchanges (and, if applicable, the NASDAQ) to cause such
securities to be listed on a securities exchange or the NASD automated quotation
system and registered at the National Registry of Securities and Intermediaries
of the National Banking and Securities Commission of Mexico all in accordance
with such provisions of the By-laws.

5.3.     Exercise of the Preemptive Right in Case of Increases in Capital.

         If MAXCOM proposes to offer and sell shares of its capital stock and
such offer or sale would, as a matter of Mexican law, require MAXCOM to offer
Preemptive Rights to holders of the Series N-2 Shares or any other Shares in
Trust, the Trustee shall waive such Preemptive Rights when and if the Technical
Committee instructs it to do so in accordance with Clause Fourth herein.

         If MAXCOM proposes to offer and sell shares of its capital stock and
such offer or sale would, as a matter of Mexican law, require MAXCOM to offer
Preemptive Rights to the holders of the Series N-2 Shares or any other Shares in
Trust, unless there is a waiver as described in the prior paragraph, then (i)
MAXCOM shall notify in writing such resolution to the Trustee within 5 (five)
business days following the date of such resolution and the Trustee shall notify
the same to the CPO Holders within 3 (three) business days thereafter, and (ii)
each and every CPO Holder shall, subject to any limitations on ownership by such
CPO Holder imposed by applicable law, have the right to request that the Common
Representative, through the Depositary Agent, instruct the Trustee to exercise
the Preemptive Right that corresponds to the Shares in Trust in connection with
the CPOs which they hold, pro rata, and to deliver the corresponding
subscription amount to the Trustee, through the Common Representative, no later
than 3 (three) business days before the expiration of the term granted to make
the subscription and payment of the capital increase. The Trustee shall, based
on instruction letters received by the Common Representative, determine the
number of new CPOs that must be delivered to the CPO

                                     E-199
<PAGE>
Holders who exercised their Preemptive Right, in order for the Trustee to
request that MAXCOM deliver to the Trustee the shares of capital stock of MAXCOM
so subscribed for and paid with the funds received from the CPO Holders. Once
the Trustee receives the stock certificates that evidence shares of capital
stock of MAXCOM so subscribed for, it shall issue the corresponding CPOs
pursuant to the terms of this Trust Agreement and deliver them to the
corresponding CPO Holder, subject to the Surplus Shares provisions established
in Clause 5.2.4 above. The Trustee may ask the Technical Committee to review and
approve the number and allocation of shares of capital stock subscribed for and
the number and allocation of CPOs issued in consultation with the Common
Representative, in which case the Trustee shall be released of any liability
associated with such determination absent the bad faith, willful misconduct or
gross negligence of the Trustee.

         In connection with the foregoing, the Trustee shall ask the Secretary
of the Board of Directors of MAXCOM to furnish it with detailed information of
the amount of the authorized capital increase, the number of shares that each
shareholder is entitled to subscribe and the amount that must be paid by each
shareholder, including the final date to subscribe the increase, the due date
for the payment, and the account and bank where the corresponding funds shall be
deposited. To the extent requested, the Trustee shall not be liable if it does
not receive such information from the Secretary of the Board of Directors of
MAXCOM, or if such information is not correct, and the Trustee shall not be
obligated to verify and correct the same. MAXCOM shall prepare all relevant
notices and disclosure documentation that may be required by applicable law in
order for the CPO Holders to exercise the economic rights attached to the Shares
in Trust as set forth in the By-laws. MAXCOM shall deliver such notices and
disclosure documentation to the CPO Holders as directed by the Trustee.

5.4      First Issue of Ordinary Participation Certificates.

         Based on the Series N-2 Shares that form part of the Trust Corpus at
the time of its formation, the Trustee shall proceed to make the first issuance
of N-2 CPOs as follows:

         a) A total of 26,459,820 N-2 CPOs shall be issued hereby, each
representing one (1) Series N-2 Share and the rights appurtenant thereto, which
rights shall be subject to the limitations provided for in, and shall be
exercised according to, Clause Fifth and the other applicable provisions of this
Trust Agreement and in the corresponding minutes of issuance.

         b) The N-2 CPOs shall be common and nominative.

         c) The stock certificate representing all of the N-2 Shares to be
issued by MAXCOM shall be delivered to the Trustee. The N-2 CPOs shall be
evidenced by certificates, representing one or more CPOs which must satisfy the
requirements of the Ley

                                     E-200
<PAGE>
General de Titulos y Operaciones de Credito (the "General Law of Negotiable
Instruments and Credit Transactions"). In case that one certificate represents
more than one CPO, the CPO Holder may request that the Trustee exchange such
certificate for two or more new certificates representing in the aggregate the
same amount of CPOs as the original one.

         d) The total nominal amount of the issuance of CPOs shall be as
determined by Nacional Financiera, S.N.C. (Nacional Financiera, National Credit
Institution), as provided for in Article 228-h of the General Law of Negotiable
Instruments and Credit Transactions.

         e) According to the terms of Article 228-k of the General Law of
Negotiable Instruments and Credit Transactions, the Trustee shall not be
obligated to pay the CPO Holders the nominal value of the CPOs that are issued.

         f) CPOs shall be freely transferable, subject only to any restrictions
imposed by applicable law. The transfer and exchange of beneficial interests in
the Global N-2 CPO shall be effected through the Depositary, in accordance with
Section 5.8 of this Trust Agreement and the rules and procedures of the
Depositary that apply to such transfer or exchange. Neither the Trustee nor
MAXCOM shall be responsible for the taxes that may arise as a result of any such
transfer.

5.5      Subsequent Issuances of CPOs.

         In the cases indicated below, the Trustee, following instructions
received from the Technical Committee and, subject to applicable law (including
the obtainment of the approval of the Mexican Banking and Securities
Commission), upon receiving shares of capital stock of a class of capital stock
held as Shares in Trust, shall issue new CPOs, each of which shall represent one
share of such class of Shares in Trust which, except as reasonably necessary to
replicate the economic and voting characteristics of such class of Shares in
Trust, will have substantially identical characteristics to those of the CPOs
originally issued:

         a) where the Trustee subscribes and pays to MAXCOM for such shares of
capital stock through the exercise of Preemptive Rights in case of an increase
in capital, with funds delivered by the CPO Holders for such purposes;

         b) where the Trustee receives any shares of capital stock of MAXCOM
pursuant to the terms of this Trust Agreement or the By-laws as a result of
conversions of shares of capital stock of MAXCOM for shares of a different
series of capital stock of MAXCOM, dividend payments in shares or their
multiples (including splits and reverse splits of shares), or any product
deriving therefrom, decreed by MAXCOM when capitalizing premiums over shares,
prior contributions and/or retained profits or reserves;


                                     E-201
<PAGE>
         c) where the Trustee receives securities on account of the Shares in
Trust, including without limitation, as a result of the exercise of rights in
connection with a sale of MAXCOM pursuant to paragraph (e) or paragraph (f) of
Article Nine of the By-laws; or

         d) where the Trustee receives from MAXCOM shares of capital stock,
fully subscribed and paid for by individuals or corporations, that should be
subject to the purposes of this Trust.

         For purposes of paragraph d) above, the respective individual or
corporation shall pay for such shares directly to MAXCOM, instructing MAXCOM by
means of an irrevocable instructions letter with copy to the Trustee to deliver
to the Trustee the stock certificates evidencing such shares of capital stock.

         In the case of paragraphs a) through d) above, the Trustee, following
instructions from the Technical Committee, shall issue the corresponding CPOs to
the individuals or corporations to whom they correspond according to this Trust
Agreement.

         Whenever CPOs are to be issued pursuant to this Trust, MAXCOM shall
take, at MAXCOM'S expense, all actions required by applicable law, including the
making of any appraisals of the Trust Corpus and the filing of any registrations
with governmental agencies.

5.6      Subsequent Issuances Of New Series of CPOs.

5.6.1    In the event that any Series N-2 Shares or other Shares in Trust are
converted or exchanged for other securities of MAXCOM or another issuer, the
CPOs representing such Series N-2 Shares or other Shares in Trust shall be
cancelled upon the surrender to the Registrar (as defined herein) of the
certificate representing such CPOs or the number of CPOs represented by any
Global CPO is reduced accordingly.

5.6.2    Whenever any securities that are not of a class of capital stock then
held by the Trust are deposited into the Trust and become Shares in Trust, then,
upon the direction of the Technical Committee, the Trustee promptly shall
segregate such Shares in Trust.

5.6.3    The Trustee shall issue at the direction and in the manner instructed
by the Technical Committee a new series of CPOs designated so as to represent
the new Shares in Trust. The new series of CPOs shall be issued, and the
exchange and transfer of such CPOs shall be managed, in the same manner as the
N-2 CPOs, including as contemplated by Sections 5.7 and 5.8 herein.

5.6.4    Whenever a new series of CPOs is to be issued by the Trust, MAXCOM
shall take, at MAXCOM's expense, all actions required by applicable law,
including the making of

                                     E-202
<PAGE>
any appraisals of the Trust Corpus and the filing of any registrations with
governmental agencies.

5.7      Registrar And Transfer Agent; Transfer Books; Notice Agent.

         The Depositary Agent, PURSUANT TO TERMS OF A DTC AGENCY AGREEMENT
ENTERED INTO SIMULTANEOUSLY WITH THIS TRUST AGREEMENT (A COPY OF WHICH IS
ATTACHED HERETO AS ANNEX F), shall act as registrar and transfer agent for the
CPOs (the "Registrar") and, subject to the provisions of this Trust Agreement,
shall register transfers of CPOs on its transfer books from time to time, upon
any surrender of a CPO by the CPO Holder or by a duly authorized attorney,
properly endorsed or accompanied by proper instruments of transfer. Upon the
instructions of the Technical Committee, the Trustee may from time to time
during the term of this Trust Agreement appoint one or more registrar and
transfer agents or co-registrar and transfer agents for the purpose of effecting
transfers, combinations and split-ups of CPOs at designated transfer offices on
behalf of the Trustee. Each co-registrar and transfer agent shall give notice in
writing to MAXCOM and the Trustee accepting such appointment and agreeing to be
bound by the terms of this Trust Agreement. In carrying out its functions, a
co-registrar and transfer agent may require evidence of authority and compliance
with applicable laws and other requirements by CPO Holders or persons entitled
thereto but only to the extent that the Trustee would in similar circumstances
be entitled to so require. MAXCOM shall join in any such appointment and shall
be required to pay any and all expenses or fees reasonably incurred and
resulting from such appointment.

         If any CPOs or Shares in Trust evidenced thereby are listed on one or
more stock exchanges in the United States of America and upon the instructions
of the Technical Committee, the Trustee shall appoint a co-registrar and
transfer agent in the Borough of Manhattan, The City of New York, the United
States of America.

         Until the termination of this Trust Agreement, the Registrar shall keep
books of all transfers of CPOs, which transfer books shall be open for
inspection at all reasonable times by the CPO Holders and MAXCOM; provided that
such inspection shall not be for the purpose of communicating with CPO Holders
in the interest of a business or object other than the business of MAXCOM or a
matter related to this Trust Agreement, the CPOs, the Shares in Trust or the
By-laws.

         The Trustee may instruct the Depositary Agent to close the transfer
books (i) upon the instructions of the Technical Committee, at any time and from
time to time, when deemed reasonable and in the best interests of the CPO
Holders by the Trustee in connection with the performance of its duties
hereunder or (ii) at the request of MAXCOM for reasons, including, but not
limited to, the enforcement of any transfer restrictions imposed pursuant to
clause (v) of paragraph (j) of Article Nine of the By-laws.


                                     E-203
<PAGE>
         For so long as the Trustee is not a person with an account at the
Depositary (a "Participant") and any CPOs are held in book-entry form through
the Depositary, the Trustee shall, upon the direction of the Technical
Committee, appoint a Participant to act as Registrar, transfer agent and agent
for the Trustee for the purpose of registering the CPOs in the Depositary's
book-entry system and causing notices and distributions to be delivered or made
to Participants holding beneficial interests in CPOs held through the book-entry
facilities of the Depositary (the "Depositary Agent"). Such Depositary Agent
initially shall be The Bank of New York pursuant to the terms of a DTC Agency
Agreement in the form attached hereto as Annex F. MAXCOM shall join in any such
appointment and shall be required to pay any and all expenses or fees reasonably
incurred and resulting from such appointment.

5.8      Form of CPOs; Transfer of CPOs.

5.8.1    The N-2 CPOs initially shall be issued in global form (the "Global N-2
CPO Certificate") substantially in the form attached hereto as Annex C and shall
represent such number of outstanding Series N-2 Shares as shall be specified
therein and shall be reissued to reflect new issuances of Series N-2 Shares
(including through stock dividends or the exercise of Preemptive Rights),
exchanges, conversions and redemptions. Any reissuance of the Global N-2 CPO to
reflect any increase or decrease in the number of Series N-2 Shares represented
thereby shall be made by the Trustee, at the direction of the Technical
Committee. The Global N-2 CPO will be exchanged for certificated N-2 CPOs
("Certificated N-2 CPOs") only if (i) MAXCOM delivers to the Trustee notice from
the Depositary that the Depositary is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the U.S.
Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and, in
either case, a successor Depositary is not appointed by MAXCOM within 120 days
after the date of such notice from the Depositary and (ii) MAXCOM in its sole
discretion determines that applicable law requires that the Global Note (in
whole but not in part) should be exchanged for Certificated N-2 CPOs and
delivers a written notice to such effect to the Trustee. Beneficial interests in
the Global N-2 CPO may be transferred and exchanged as provided in Sections
5.8.2 and 5.8.3 hereof.


5.8.2    The transfer and exchange of beneficial interests in the Global N-2 CPO
shall be effected through the Depositary, in accordance with the provisions of
this Trust Agreement and the rules and procedures of the Depositary. Transfers
of beneficial interests in the Global N-2 CPO also shall require compliance with
either clauses (i) or (ii) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable:

                  (i)      Beneficial interests in the Global N-2 CPO may be
                           transferred to persons who take delivery thereof in
                           book-entry form through the Depositary.

                                     E-204
<PAGE>
                           No written orders or instructions shall be required
                           to be delivered to the Registrar (as defined herein)
                           to effect the transfers described in this clause (i)
                           of this Section 5.8.2.

                  (ii)     In connection with all transfers and exchanges of
                           beneficial interests in the Global N-2 CPO that are
                           not subject to clause (i) above, the transferor of
                           such beneficial interest must deliver to the
                           Registrar (1) a written order from a Participant or
                           any person who holds a beneficial interest in the
                           Global N-2 CPO through a Participant (an "Indirect
                           Participant") given to the Depositary in accordance
                           with the rules and procedures of the Depositary
                           directing the Depositary to cause to be issued a
                           Certificated N-2 CPO in an amount equal to the
                           beneficial interest to be transferred or exchanged
                           and (2) instructions given by the Depositary to the
                           Registrar containing information regarding the person
                           in whose name such Certificated N-2 CPO shall be
                           registered to effect the transfer or exchange
                           referred to in (1) above. Upon satisfaction of all of
                           the requirements for transfer or exchange of
                           beneficial interests in the Global N-2 CPO contained
                           in this Trust Agreement or otherwise applicable under
                           the Securities Act, the Trustee shall adjust the
                           aggregate number of Series N-2 Shares represented by
                           the Global N-2 CPO pursuant to Section 5.8.6 hereof.

5.8.3    If any holder of a beneficial interest in the Global N-2 CPO proposes
to exchange such beneficial interest for a Certificated N-2 CPO or to transfer
such beneficial interest to a person who takes delivery thereof in the form of a
Certificated N-2 CPO, then, upon satisfaction of the conditions set forth in
clause (ii) of Section 5.8.2 hereof, the Trustee shall reissue the Global N-2
CPO in such lower total number of Series N-2 Shares as to reflect such transfer,
and the Trustee shall deliver to the person designated in the instructions a
Certificated N-2 CPO representing the appropriate number of Series N-2 Shares.
Any Certificated N-2 CPO issued in exchange for a beneficial interest pursuant
to this Section 5.8.3 shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such
Certificated N-2 CPO to the persons in whose names such N-2 CPOs are so
registered.

5.8.4    A holder of a Certificated N-2 CPO may exchange such N-2 CPO for a
beneficial interest in the Global N-2 CPO or transfer such Certificated N-2 CPO
to a person who takes delivery thereof in the form of a beneficial interest in
the Global N-2 CPO at any time. Upon receipt of a request for such an exchange
or transfer, the Trustee shall cancel the applicable Certificated N-2 CPO and
reissue the Global N-2 CPO in such higher total number of Series N-2 Shares as
to reflect such transfer.


                                     E-205
<PAGE>
5.8.5    Upon request by a CPO Holder of a Certificated N-2 CPO and such
holder's compliance with the provisions of this Section 5.8.5, the Registrar
shall register the transfer or exchange of Certificated N-2 CPOs. Prior to such
registration of transfer or exchange, the requesting holder shall present or
surrender to the Registrar the Certificated N-2 CPO duly endorsed or accompanied
by a written instruction of transfer in form satisfactory to the Registrar duly
executed by such CPO Holder or by its attorney, duly authorized in writing. In
addition, the requesting holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 5.8.5. Upon receipt of a request to register such a
transfer, the Registrar shall register the Certificated N-2 CPO pursuant to the
instructions from the CPO Holder thereof.

5.8.6    At such time as all beneficial interests in the Global N-2 CPO have
been exchanged for Certificated N-2 CPOs or the Global N-2 CPO has been
redeemed, repurchased or canceled in whole and not in part, the Global N-2 CPO
shall be returned to or retained and canceled by the Trustee. At any time prior
to such cancellation, if any beneficial interest in the Global N-2 CPO is
exchanged for or transferred to a person who will take delivery thereof for
Certificated N-2 CPOs, the Trustee shall reissue the Global N-2 CPO in such
lower total number of Series N-2 Shares as to reflect such transfers.

5.8.9    If the Trust issues any new series of CPOs pursuant to the terms of
this Trust Agreement, MAXCOM shall cause such new series of CPOs to be held
through the Depositary or any successor of the Depositary, and the provisions of
this Section 5.8 shall apply to the form and transfer of such new series of
CPOs.

5.9      Currency.

         Whenever the Trustee shall receive currency other than U.S. dollars, by
way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
currency so received can in the judgment of the Trustee be converted on a
reasonable basis into U.S. dollars at the exchange rate offered by the Central
Exchange Department of Banco Nacional de Mexico, S.A.and the resulting dollars
transferred to the United States, the Trustee shall convert or cause to be
converted such currency into U.S. dollars, and such U.S. dollars shall be
distributed to the CPO Holders entitled thereto. If such conversion or
distribution can be effected only with the approval or license of any government
or agency thereof, the Trustee shall file such application for approval or
license, if any, as may be desirable.

5.10     Fixing Of Record Dates.

         Whenever any cash dividends or other cash distributions shall become
payable or any distribution other than cash shall be made, or whenever rights
shall be issued with

                                     E-206
<PAGE>
respect to the Shares in Trust, including the right to cause the sale of Shares
in Trust, or whenever the Trustee shall receive notice of any meeting of holders
of Shares in Trust, the Trustee shall fix a record date for the determination by
the Depositary Agent of CPO Holders who shall be (i) entitled to receive such
dividend, distribution or rights, (ii) entitled to give instructions for the
exercise of voting rights at any such meeting and (iii) entitled to give
instructions for the exercise of economic rights. Any record date established by
the Trustee with respect to the exercise of voting rights shall, to the extent
practicable, be the same as the record date fixed by MAXCOM's Board of Directors
for the determination of the holders of record of the Shares in Trust entitled
to exercise such rights. Any record date established by the Trustee with respect
to the receipt of dividends or other distributions shall be a date prior to the
scheduled date for such distribution. The CPO Holders on such record date shall
be entitled, as the case may be, to receive the amount distributable by the
Trustee with respect to such dividend or other distribution or such rights in
proportion to the number of CPOs held by them respectively and to give voting
instructions and to act in respect of any such other matter. If any CPOs are
held of record by the Depositary or any nominee of the Depositary on or about
the time any record date is established for any of the foregoing reasons, then,
to the extent necessary, appropriate or convenient, the Trustee, through the
Depositary Agent, shall cause the Depositary to establish a corresponding record
date or position listing report date and issue any omnibus proxies required in
order for Participants holding CPOs through the book-entry facilities of the
Depositary to exercise rights or receive distributions attributable to such CPOs
in accordance with the procedures of the Depositary.

5.11     Termination of the Trust.

         At the termination of the Trust pursuant to the first paragraph of
Clause Eighth hereof, the Trustee shall redeem the CPOs simultaneously with
their cancellation, and create a new trust according to the instructions
received from the Technical Committee where the CPO Holders shall have the same
rights and obligations relating to Series N-2 Shares or other Shares in Trust as
in this Trust Agreement, in order that at all times the Series N-2 Shares or
other Shares in Trust are owned by a trust institution and are voted according
to the terms of Section 5.1, 5.2 and 5.3 of Clause Fifth, unless MAXCOM
(consistent with Article 10(n) of the By-laws) instructs the Trustee, to the
extent permitted by applicable law, to deliver Series N-2 Shares or other Shares
in Trust directly to the holders of the canceled CPOs. A copy of such agreement,
along with an instrument evidencing their rights and interests under the new
trust agreement regarding the Series N-2 Shares or other Shares in Trust shall
be delivered to each CPO Holder.

5.12     Notices and Reports.

         On or before the first date on which MAXCOM gives notice, by
publication or otherwise, of any meeting at which holders of Shares in Trust are
entitled to vote, or of any

                                     E-207
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adjourned meeting of such holders, or of the taking of any action in respect of
any cash or other distributions or the offering of any rights in respect of
Shares in Trust, MAXCOM shall transmit to the Trustee a copy in English of the
notice thereof in the form given or to be given to holders of Shares in Trust.
MAXCOM also will transmit to the Trustee an English language version of any
report it makes generally available to holders of Shares in Trust.

         The Trustee will be deemed to have complied with its obligation to
deliver any notification or communication to the CPO Holders pursuant to the
terms of this Trust Agreement or any applicable law or regulation or requirement
of any stock exchange to which MAXCOM may be subject once the Trustee has
instructed the Depositary Agent through the Common Representative to deliver
such corresponding information to the CPO Holders.

5.13     By-laws.

         From time to time after the date hereof, promptly upon any amendment or
change in the By-laws, MAXCOM shall transmit to the Trustee a copy of the
By-laws as so amended or changed. The Trustee may rely upon such copies for all
purposes of this Trust Agreement.

         If at any time during the term of this Trust Agreement there is a
conflict between the terms of the By-laws and the terms of this Trust Agreement,
the Technical Committee shall resolve any such conflict in favor of the rights
and designations set forth in the By-laws.

SIXTH.- APPOINTMENT OF TRUST BENEFICIARIES. The Mexican and/or foreign
individuals or corporations who are CPO Holders, as set forth in Clause Second
hereof, either of the first or subsequent issuance made by the Trustee, shall be
trust beneficiaries of this Trust Agreement.

SEVENTH.- SUBJECTION TO TRUST AGREEMENT. By the sole act of acquiring and
holding the CPOs issued by the Trustee pursuant to this Trust Agreement, the CPO
Holders, as set forth in Clause Second hereof, shall be deemed to agree that
they shall be subject to the terms, conditions and provisions contained in this
Trust Agreement, in the respective minutes of issuance and in the certificate or
certificates that represent the CPOs. The CPO certificates shall bear a legend
to such effect.

EIGHTH.- TERM OF THE TRUST.- The term of this Trust shall be 30 (thirty) years,
unless a longer term is permitted by law, in which case the term shall be that
maximum permitted by law. Once the term permitted by law expires, the assets of
the Trust may be transferred to a new trust having the same terms and conditions
as set forth in this Trust Agreement.


                                     E-208
<PAGE>
         Notwithstanding the foregoing, the Trust may be terminated at any
moment by recommendation from the Technical Committee acting upon the explicit
direction of the MAXCOM Board of Directors given in compliance with Article 11
of the By-laws, provided the Trustee is given a 30-day prior notice.

         In any case, in order to extinguish the Trust the provisions of Article
228-T of the General Law of Negotiable Instruments and Credit Transactions shall
be followed.

NINTH.- APPOINTMENT OF THE COMMON REPRESENTATIVE.

         The parties hereto acknowledge that by written consent, dated April 14,
2002, which is attached hereto as Annex "G", the holders of at least 50.1% of
the aggregate principal amount of the Existing Notes so appointed Rodrigo
Sanchez-Mejorada as the initial common representative (the "Common
Representative"). This appointment shall be reflected in the minutes of issuance
of the CPOs. For purposes of Article 228-Q of the General Law of Negotiable
Instruments and Credit Transactions, the Majority of the CPO Holders shall have
the right to freely appoint and remove a common representative who may or may
not be a CPO Holder with or without cause.

         The Common Representative and the N-2 Board Observer or the N-2 Board
Member, as the case may be, may be one and the same person.

         The title of Common Representative is personal and shall be performed
by the individual appointed to act in such capacity pursuant to the terms of the
preceding paragraph and, absent the appointment of an individual, by the
representative of the banking institution or financial or fiduciary entity
appointed to act in such capacity.

         The Common Representative shall act as agent for the CPO Holders and
shall have the authority and responsibilities set forth in Article 228-R of the
General Law of Negotiable Instruments and Credit Transactions in addition to
those specifically entrusted by the Majority of the CPO Holders at the time of
appointment and as provided for in the issuance minutes. The Common
Representative shall have the authority to grant powers of attorney within the
scope of its authority.

         The Common Representative may only resign its appointment for serious
cause, as determined by a competent judge in the Trustee's domicile, and may be
removed or replaced at any time by agreement of the Majority of the CPO Holders
pursuant to the General Law of Negotiable Instruments and Credit Transactions.

         If there is no gross negligence or intentional wrongdoing on the Common
Representative's part, MAXCOM hereby agrees to indemnify and hold the Common


                                     E-209
<PAGE>
Representative harmless from any liability relating to its performance hereunder
provided that the Common Representative acts in compliance with the provisions
of this Trust Agreement or in accordance with instructions received from the
Majority of the CPO Holders.

TENTH.- TECHNICAL COMMITTEE.- According to the provisions of the last paragraph
of article 80 of the Federal Credit Institutions Law, a Technical Committee is
hereby created, to be integrated by 3 (three) members with their respective
alternates, who shall be appointed as follows:

         a)       2 (two) appointed by MAXCOM and

         b)       the Common Representative, or its designated representative.

         The document attached to this Agreement as Annex D, establishes the
name of the members and alternates of the Technical Committee which are
appointed when entering into this Agreement, which includes the sample of
signatures of such members. Notwithstanding the foregoing, MAXCOM and the
Majority of the CPO Holders may, at any time, by written notification to the
Trustee, remove and appoint their respective representatives of the Technical
Committee. A Majority of the CPO Holders may so act by written consent.

         The Common Representative, or its designated representative, shall be
entitled to receive notice of and to attend all meetings of the Technical
Committee.

         In any case, a representative of the Trustee shall be entitled to
attend meetings of the Technical Committee, with voice but not vote.
Additionally, the Common Representative may designate an additional
representative of the CPO Holders to attend meetings of the Technical Committee,
provided that such additional representative shall not be entitled to vote at
such meetings. The Technical Committee shall appoint a delegate to carry out its
resolutions, who may or not be a member of such Committee.

         The Technical Committee shall meet validly with the attendance of the
majority of its members and its decisions must be invariably adopted by the
majority of its members and must be reported in writing to the Trustee. The
Technical Committee shall meet, upon the prior notice made by and at the request
of any of its members, including the Common Representative, the Trustee, MAXCOM
or the Majority of the CPO Holders. Such notice shall be made in writing in
accordance with the terms provided in Clause Seventeenth and sent to the members
and other persons who may attend such meeting 7 (seven) days prior to the date
the corresponding meeting will be held. No call shall be required if all the
Technical Committee members are present at the meeting. The resolutions adopted
by Technical Committee members outside a meeting shall be valid provided such
resolutions are adopted by the unanimous consent of all the Technical Committee
members and are set

                                     E-210
<PAGE>
forth in writing.

         If, for whatever reason, any member of the Technical Committee is
unable to discharge his duties, his respective alternate shall assume such
duties. The Technical Committee, as applicable, agrees to notify the Trustee and
the Common Representative of any change in its membership; otherwise, the
Trustee shall not be liable for acts which it carries out following instructions
issued and signed by persons the Trustee has registered, with name and
signature, as members of the Technical Committee.

         The members of the Technical Committee (other than the Common
Representative) shall not receive any remuneration whatsoever for performing
their duties.

         If there is no negligence or intentional wrongdoing on the part of any
member of the Technical Committee, MAXCOM hereby agrees to indemnify and hold
such member harmless from any liability relating to his performance hereunder
provided that such member acts in compliance with applicable law and the
provisions of this Trust Agreement.



ELEVENTH.- AUTHORITY AND OBLIGATIONS OF THE TECHNICAL COMMITTEE.- Subject to the
provisions of this Trust Agreement, the Technical Committee shall have the
following authority and obligations:

1)       To instruct the Trustee to make the corresponding issuances of CPOs in
         compliance with the purposes of the Trust, and determine in each case
         the amount and characteristics of such CPOs, following at all times the
         provisions of this Trust Agreement and of the corresponding issuance
         minutes.

2)       As applicable, recommend the termination of the Trust and, in such
         event, resolve on the disposition of the securities that compose the
         Trust Corpus, following at all times the provisions of this Trust
         Agreement and of the corresponding issuance minutes.

3)       To instruct the Trustee on the exercise of Preemptive Rights in
         accordance with instructions received from MAXCOM.

4)       To take any other action as may be reasonably required to adequately
         fulfill its functions regarding the purposes of the Trust as provided
         for in this Trust Agreement.

5)       Resolve on any ambiguities in the Trust or in the issuance minutes of
         the CPOs, as well as approve the adaptations, deviations, corrections
         and modifications that must

                                     E-211
<PAGE>
         be made to the definitive issuances minutes, provided that any
         resolution relating to the amendment of this Trust Agreement that would
         have a material adverse effect on CPO Holders shall be subject to the
         prior written authorization of the Majority of the CPO Holders.

6)       Appoint agents and attorneys in fact to defend the Trust Corpus.

         Decisions by the Technical Committee shall be notified in writing to
the Trustee. If there is no negligence or intentional wrongdoing on the
Trustee's part, the Trustee is released of any liability derived from acts which
it carries out in fulfilling the instructions by the Technical Committee;
however, it shall not be obligated to fulfill such instructions when they are
opposed to the legal nature or the purposes of the Trust.

         The Common Representative shall be given a reasonable opportunity to
participate in all decisions by the Technical Committee, except for the
decisions with respect to the exercise of Preemptive Rights by the Trustee with
respect to Shares in Trust and to the termination of the Trust.

TWELFTH.- DEFENSE OF THE TRUST.- When in order to fulfill the purposes of the
Trust, urgent acts must be carried out, which if omitted might materially and
adversely affect the Trust Corpus, and if it is not possible to have the
Technical Committee meet, the Trustee shall proceed pursuant to Article 356 of
the General Law of Negotiable Instruments and Credit Transactions.

         The Technical Committee shall be responsible for notifying the Trustee
in writing of any situation that might affect the Trust Corpus, as well as for
appointing a person to be in charge of exercising the rights derived from it, or
proceed in its defense.

         In case of urgency, the Trustee shall carry out acts that are essential
to preserve the Trust Corpus and the rights derived thereof, without prejudice
of the Technical Committee's obligation to name the person to whom the Trustee
shall grant powers-of-attorney.

         If there is no negligence or intentional wrongdoing on the Trustee's
part, MAXCOM hereby agrees to indemnify and hold the Trustee harmless from any
liability relating to its performance hereunder provided that the Trustee acts
in accordance with instructions received from the Technical Committee and in
compliance with the provisions of this Trust Agreement.

THIRTEENTH.- TRUSTEE'S AND COMMON REPRESENTATIVE'S FEES.- MAXCOM shall pay the
Trustee the fees set forth in Annex E attached hereto and as amended from time
to time during the term of this Trust Agreement as agreed to by the

                                     E-212
<PAGE>
Technical Committee. MAXCOM shall pay all reasonable fees of the persons or
entities that serve as Common Representative from time to time during the term
of this Trust Agreement on the terms that MAXCOM and such Common Representative
agree from time to time.

FOURTEENTH.- TRUSTEE'S AND COMMON REPRESENTATIVE'S EXPENSES.- The reasonable
expenses of the Trustee and the Common Representative to be disbursed in
fulfilling this Trust Agreement and for each issuance of CPOs, shall be paid
exclusively by MAXCOM.

FIFTEENTH.- LEGAL PROHIBITION BY THE TRUSTEE.- As provided for in Article 106,
paragraph XIX, subparagraph b), of the Federal Credit Institutions Law, the
Trustee declares that it has thoroughly explained to the Settlors the value and
legal consequences of such fraction, which literally reads:

                  "Article 106. Credit institutions will be forbidden to:
                  XIX...

         b)       Respond before the Settlors, principals or constituents, for
                  non-fulfillment by the debtors for the credits granted, or by
                  the issuers for the securities acquired, unless it is to
                  blame, as provided in the final part of article 356 of the
                  General Law of Negotiable Instruments and Credit Operations,
                  or guarantee obtainment of yield from the funds entrusted to
                  itself for investment.

                  If upon conclusion of the trust, mandate or commission created
                  for the granting of loans, these have not been settled by the
                  debtors, the institution must transfer them to the Settlor or
                  trust beneficiary, as the case may be, or to the principal or
                  constituent, and refrain from paying their amount.

                  Any pact contrary to the provisions of the two above
                  paragraphs shall have no legal effect whatsoever."

         Pursuant to the reforms, additions and amendments published in the
Official Gazzette of the Federation on May 23, 2000 to the General Law of
Negotiable Instruemtns and Credit Operations, the text of the article 356
referred to above has been moved to article 391.

SIXTEENTH.- SUBSTITUTION OF THE TRUSTEE.

(a)      Subject to the provisions of paragraphs (c) and (d) below, the Trustee
         may terminate

                                     E-213
<PAGE>
         its performance as trustee according to this Trust through a written
         notice to MAXCOM and to the CPO Holders at least 60 (sixty) calendar
         days in advance. Subject to paragraph (c) below, the Trustee may be
         removed through a written notice by the Common Representative that has
         the approval from the Majority of the CPO Holders, issued at least 30
         (thirty) calendar days in advance;

(b)      If the Trustee stops performing as trustee according to this Trust
         Agreement because of an advance termination according to paragraph (a)
         above, the Trustee shall prepare account statements, balance sheets and
         accounts regarding the Trust Corpus, which must be delivered to each
         party to this Trust Agreement within the first 15 (fifteen) calendar
         days after the termination occurs. It shall be understood that MAXCOM
         and the CPO Holders, through their Common Representative, shall have 15
         (fifteen) working days to examine and object such financial statements,
         balance sheets and accounts, once they have been received; once said
         period has elapsed, the financial statements, balance sheets and
         accounts shall be deemed approved by MAXCOM and the CPO Holders;

(c)      MAXCOM shall appoint any substitute trustee with the unanimous approval
         of the members of the Technical Committee;

(d)      Notwithstanding the foregoing, the Trustee shall continue to perform as
         trustee according to this Trust Agreement until a substitute trustee
         has been appointed and such substitute trustee has accepted the
         designation; and

(e)      The substitute trustee shall have the same rights and obligations as
         the Trustee under this Trust Agreement and shall be considered as the
         "Trustee" for the purposes provided for in this Trust Agreement.

SEVENTEENTH.- NOTICES. Any notices between the parties under this Trust
Agreement shall be delivered in writing to the party's address provided in
Clause Eighteenth hereof or via facsimile confirmed in writing, and shall be
considered as delivered on the date the addressee receives such notification.


                                     E-214
<PAGE>
EIGHTEENTH.- DOMICILES AND NOTICE ADDRESSES.

For purposes of this Trust Agreement, the parties provide the following
addresses for delivery of notice:

SETTLOR:          Maxcom Telecomunicaciones, S.A. de C.V
                  Guillermo Gonzalez Camarena #2000
                  Col. Centro De Ciudad Santa Fe
                  01210 Mexico D.F.
                  Attention: Gonzalo Alarcon Iturbide and/or Jose Antonio Solbes

TRUSTEE:          Banco Nacional de Mexico S.A., Institucion de Banca Multiple
                  Grupo Financiero Banamex, Division Fiduciaria
                  Av. Bosques de Duraznos No. 75PH
                  Col. Bosque de las Lomas, C.P. 11700
                  Mexico D.F.
                  Attention: Sandra Navarro Camarillo and/or Mercy Munoz Diaz

COMMON REPRESENTATIVE:     Rodrigo Sanchez-Mejorada
                           Sanchez-Mejorada, Velasco y Valencia, S.C.
                           Paseo de la Reforma 450
                           Lomas de Chapultepec
                           C.P. 11000, Mexico, D.F.

         The parties must notify in writing any change of address, and in case
of not complying with this notification, notices addressed to the last address
indicated shall have full legal effect.

NINETEENTH.- AMENDMENTS.

         This Trust Agreement may be amended at any time with the prior written
approval of the Trustee and MAXCOM if such amendments do not materially and
adversely affect any rights of CPO Holders. Other amendments require the prior
written approval of the Trustee and Maxcom and the approval of the Majority of
the CPO Holders; provided, however, that any amendment that would not have a
material adverse effect on the CPO Holders may be approved by the Trustee and
MAXCOM.

TWENTIETH.- GOVERNING LAW.

The validity, fulfillment and interpretation of this Agreement shall be governed
by the General Law of Negotiable Instruments and Credit Transactions and other
applicable commercial legislation of the United Mexican States and, in the event
the commercial

                                     E-215
<PAGE>
provisions were not applicable, by the Federal Civil Code.

          The parties hereby agree that as regards the interpretation of and
compliance under this Trust Agreement they expressly submit to the competent
courts sitting in Mexico, Federal District, and hereby waive any claim
constituting such court as an inconvenient forum because of their present of
future domiciles.

TWENTY FIRST.- DEFINITIONS.

For purposes of this Trust Agreement, "Majority" shall mean holders representing
more than 50% (fifty per cent) of the relevant CPOs issued and outstanding at
the moment in which the corresponding vote is taken.

         In order to determine if there is a "Majority" in order to adopt a
resolution under this Trust Agreement, the CPO Holders may hold a General
Meeting of CPO Holders pursuant to article 228 and other provisions of the
General Law of Negotiable Instruments and Credit Transactions, subject to the
immediately prior paragraph.



                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]



                                     E-216
<PAGE>
         IN WITNESS WHEREOF, the parties have executed this Trust Agreement as
of this [ ] day of April, 2002.




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


                  By:________________________________
                       Name:
                       Title:



                  BANCO NACIONAL DE MEXICO S.A., INSTITUCION DE BANCA MULTIPLE,
                  GRUPO FINANCIERO BANAMEX, DIVISION FIDUCIARIA,
                  as Trustee


                  By:________________________________
                       Name:
                       Title:


                                     E-217
<PAGE>
                                 LIST OF ANNEXES


ANNEX "A"                         BY-LAWS

ANNEX "B"                         MINUTES OF SHAREHOLDERS' MEETING

ANNEX "C"                         FORM OF CPO CERTIFICATE

ANNEX "D"                         NAME OF MEMBERS OF THE TECHNICAL
                                  COMMITTEE AND THEIR SIGNATURE SAMPLES

ANNEX "E"                         TRUSTEE FEES

ANNEX "F"                         DTC AGENCY AGREEMENT

ANNEX "G"                         APPOINTMENT OF COMMON REPRESENTATIVE

                                     E-218