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                                                                     EXHIBIT 1.3

[OL LOGO]   Notaries
                 OLIVEROS LARA
            Notaries 45 and 75

                           Atty. Rafael Oliveros Lara

                           Atty. Javier Oliveros Lara

                            THIRD OFFICIAL TRANSCRIPT

    Montes Urales No. 735 Col. Lomas de Chapultepec Mexico, D.F.- C.P. 11000
         Telephones: 5520-0661, 5520-0662 and 5520-0392- Fax: 5520-1200

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DOCUMENT. No. 55,871
BOOK No. 1,151

                            THIRD OFFICIAL TRANSCRIPT

OF THE DOCUMENT THAT CONTAINS THE OFFICIAL RECORD OF RESOLUTIONS REACHED OUTSIDE
               THE SHAREHOLDERS MEETING BY UNANIMOUS VOTE OF THE
         SHAREHOLDERS OF "INNOVA," LIMITED RESPONSIBILITY CORPORATION OF
                       VARIABLE CAPITAL------------------

RMOL*gdn

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[header on alternating pages:]

[LIC. RAFAEL MANUEL OLIVEROS LARA NOTARY PUBLIC FEDERAL DISTRICT MEXICO UNITED
MEXICAN STATES SEAL]

         Notaries                                     Atty. Rafael Oliveros Lara
                OLIVEROS LARA
         Notaries 45 and 75  Mexico,                  Atty. Javier Oliveros Lara
                                Federal District

                 BOOK NUMBER ONE THOUSAND ONE HUNDRED FIFTY-ONE
             DOCUMENT FIFTY-FIVE THOUSAND EIGHT HUNDRED SEVENTY-ONE

IN MEXICO CITY, on the thirteenth day of the month of June of the year two
thousand two, BEFORE ME, LICENTIATE RAFAEL MANUEL OLIVEROS LARA, Notary Public,
Holder of Notary Number Forty-Five of this City, appears MRS. MARIA AZUCENA
DOMINGUEZ COBIAN in her role as the Special Legal Representative of "INNOVA," A
LIMITED RESPONSIBILITY CORPORATION OF VARIABLE CAPITAL [S. de R. L. de C.V.],
and asks me to officially notarize and record Resolutions taken by unanimous
vote of the shareholders outside the Shareholders Meeting of the aforementioned
corporation on the date of May the tenth of the year two thousand two, and shows
me the text in twelve pages written on one side; in accordance with desires of
the person appearing, I officially notarize and record the aforementioned
resolutions, which I transcribe below:

                          RESOLUTIONS BY UNANIMOUS VOTE
                             OF THE SHAREHOLDERS OF
                           INNOVA, S. DE R. L. DE C.V.

         The resolutions that appear below were adopted by unanimous consent,
confirmed in writing, by the totality of the shareholders of INNOVA, S. DE R. L.
DE C.V. in conformity with the provisions of Article Sixteen paragraph o) of the
by-laws and they will take effect as of the 10th (tenth) day of May of 2002 (two
thousand two).

                                   RESOLUTIONS

         FIRST. Special recognition was voted to Mr. Engineer Cristobal Rugama
Maison, Engineer, deceased this past April the 14th (fourteenth), 2002 (two
thousand two), who occupied the post of Executive Director General of the
Corporation to express for the record the appreciation of the shareholders of
his performance and brilliant service to the Corporation.

         SECOND. Mr. Pablo Abel Vazquez Oria, Engineer, was designated Executive
Director General of the Corporation.

         THIRD. Mr. Carlos Ferreira Rivas, Engineer, was designated Executive
Director of Finances and Administration of the Corporation.

         FOURTH. Resignations were accepted from Messrs. Guillermo Nava
Gomez-Tagle, Guillermo Nunez Herrera, Humberto Villanueva Alvear, Chase Carey,
Ken Bettsteller and Nicola Bramford from the positions they had been occupying
on the Council of Managers.

         FIFTH. Series A Shareholders designate Messrs. Alexandre Moreira Penna
da Silva and Pablo Abel Vazquez Oria to serve as Members of the Council of
Managers and Messrs. Jose Antonio Lara del Olmo and Salvi Folch Viadero to serve
as Alternate Members.

         SIXTH. Series B Shareholders designate Messrs. Romulo Pontual and
Jacopo Bracco to serve as Members of the Council of Managers.

         SEVENTH. By virtue of the foregoing resolutions, the Council of
Managers of INNOVA, S. de R. L. de C.V. is now made up in the following manner:

                              COUNCIL OF MANAGERS

              MEMBERS                                           ALTERNATES
                                       SERIES "A"
Emilio Fernando Azcarraga Jean     Chairman        Rafael Carabias Principe
Alexandre Penna da Silva           Treasurer       Jose Antonio Lara del Olmo

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Jose Antonio Baston Patino         Manager       Jorge Lutteroth Echegoyen
Pablo Abel Vazquez Oria            Manager       Salvi Folch Viadero
Alfonso de Angoitia Noriega        Prosecretary  Maria Azucena Dominguez Cobian
Juan Sebastian Mijares Ortega      Manager       Joaquin Balcarcel Santa Cruz

                                       SERIES "B"

Romulo Pontual                     Vice Chairman (To be designated later).
Paul Haggerty                      Manager       Paula Wardinski
Jacopo Bracco                      Manager       Michael Doodan
Lawrence Jacobs                    Manager       Emilio Carrillo Gamboa

         EIGHTH. Mssrs. Emilio Carrillo Gamboa and Michael Doodan were ratified
as Secretary and Alternate Secretary, respectively, of the Council of Managers.

         NINTH. Mr. Alfonso de Angoitia Noriega and Mrs. Maria Azucena Dominguez
Cobian were ratified as Prosecretary and Alternate Prosecretary, respectively,
of the Council of Managers.

         TENTH. It was resolved that as of this date the Executive Committee of
the Council of Managers shall be made up of the following persons:

                 EXECUTIVE COMMITTEE OF THE COUNCIL OF MANAGERS

                         MEMBERS                       ALTERNATES

                                 SERIES "A-1 (ONE)"

Emilio Fernando Azcarraga Jean  Chairman         Juan Sebastian Mijares Ortega
Alfonso de Angoitia Noriega                      Joaquin Balcarcel Santa Cruz
Pablo Abel Vazquez Oria                          Jose Antonio Lara del Olmo

                                 SERIES "B-1 (ONE)"

Romulo Pontual                  Vice Chairman    Emilio Carrillo Gamboa
Paul Haggerty                                    Paula Wardinski
Jacopo Bracco                                    Lawrence Jacobs

         ELEVENTH. The powers of the Executive Committee of the Council of
Managers shall be the same as those that Article Eighteen of the By-Laws grants
to the Council of Managers (except for the power to convoke shareholder meetings
referred to in paragraph p). As to function, the provisions of Articles
Seventeen, Eighteen, Twenty and Twenty-One of the By-Laws shall apply to the
quorum for legal installation of the meetings of the Executive Committee, voting
and adoption of the resolutions that the entity decides upon, with the exception
that the Executive Committee shall be made up of four Members and as many as
four Alternates designated by the Shareholder parties holding Series "A-1 (one)"
shares plus three Members and as many as three Alternates designated by the
Shareholder parties holding Series "B-1 (one)" shares.

         TWELFTH. Prior to this date, Members and Alternates of the Council of
Managers, staff personnel and Members and Alternates of the Executive Committee
of the Council of Managers expressed conformity with occupying the posts to
which they were being proposed and swore to perform their duties faithfully.

         THIRTEENTH. A vote of appreciation is granted to Messrs. Guillermo Nava
Gomez-Tagle, Guillermo Nunez Herrera, Humberto Villanueva Alvear, Chase Carey,
Ken Bettsteller and Mrs. Nicola Bramford for all their outstanding efforts in
the performance of their duties and they are held blameless of any
responsibility that they may have incurred with regard to the Corporation.

         THIRTEENTH [sic]. The general and special powers granted by the
Corporation in favor of Mr. C.P. Santiago Cantu Garza by means of document
number 52,800 (fifty-two thousand eight hundred) dated March the 6th

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(sixth), 2000 (two thousand), notarized by the holder of Notary Public number 45
(forty-five) of the Federal District, Lic. Rafael Manuel Oliveros Lara, as well
as the general and special powers granted by the Corporation in favor of Mssrs.
Luis Ramon Maldonado Palomares and Jose Salazar-Llarregui Rufino by means of
document number 54,914 (fifty-four thousand nine hundred fourteen) dated October
the 3rd (third), 2001 (two thousand one), notarized by the holder of Notary
Public number 45 (forty-five) of the Federal District, Lic. Rafael Manuel
Oliveros Lara.

         FOURTEENTH. The persons listed below, who must observe the provisions
in Article Twenty-One of the By-Laws, are designated as legal representatives of
the Corporation with the powers stated:

         a) POWER is conferred TO DRAW, ISSUE, ACCEPT, ENDORSE, GRANT AND LIEN,
or in any other manner sign credit instruments in conformity with Article Nine
(9) of the GENERAL LAW ON TITLES AND CREDIT OPERATIONS; as well as the power to
grant bonds or guarantees of any class with respect to obligations contracted by
the Corporation or with respect to titles issued or accepted by third parties,
the facility having to be exercised in a joint manner with two signatures that
correspond to any of the persons in GROUP "A" plus one signature that
corresponds to any of the persons listed in GROUP "B." GROUP "A" is made up of
the following persons: Mssrs. EMILIO FERNANDO AZCARRAGA JEAN, LAWRENCE JACOBS,
PABLO ABEL VAZQUEZ ORIA, JACOPO BRACCO, ALFONSO DE ANGOITIA NORIEGA, ROMULO
PONTUAL, JOSE ANTONIO BASTON PATINO, JUAN SEBASTIAN MIJARES ORTEGA, and
ALEXANDRE MOREIRA PENNA DA SILVA. And GROUP "B" is made up of the following
persons: Mssrs. JORGE AGUSTIN LUTTEROTH ECHEGOYEN, SALVI FOLCH VIADERO, RAFAEL
CARABIAS PRINCIPE, JOAQUIN BALCARCEL SANTA CRUZ, and MRS. MARIA AZUCENA
DOMINGUEZ COBIAN. These legal representatives, acting in the manner indicated
above, shall have the power to confer general or special powers, overseeing the
exercise of such power, as well as the power to revoke such power, on the
understanding that the delegations of power that they grant with their
facilities may not exceed the limits referred to in Article Twenty-One of the
Corporate By-Laws.

         b) GENERAL POWER TO UNDERTAKE ACTS OF ADMINISTRATION, COURT APPEARANCES
AND COLLECTIONS to be exercised jointly or separately is granted to the
following: MSSRS. EMILIO FERNANDO AZCARRAGA JEAN, LAWRENCE JACOBS, PABLO ABEL
VAZQUEZ ORIA, JOSE ANTONIO BASTON PATINO, ROMULO PONTUAL, JORGE AGUSTIN
LUTTEROTH ECHEGOYEN, JACOPO BRACCO, JUAN SEBASTIAN MIJARES ORTEGA, ALEXANDRE
MOREIRA PENNA DA SILVA., SALVI FOLCH VIADERO, RAFAEL CARABIAS PRINCIPE, JOAQUIN
BALCARCEL SANTA CRUZ, AND MRS. MARIA AZUCENA DOMINGUEZ COBIAN, with all the
general powers and including any those cases that require a special power or
clause in conformity with the law, under the terms of the first two paragraphs
of Article Two Thousand Fifty-four, Article Two Thousand Five Hundred
Seventy-four, Article Two Thousand Five Hundred Seven (except for the powers to
absolve and articulate positions and implement the cession of goods set forth in
Parts IV and V) and Article Two Thousand Five Hundred Ninety-three of the CIVIL
CODE in effect for the Federal District and its correlatives in the location in
which the power may come to be exercised, so that they may represent the
Corporation in dealings with all classes of physical or corporate entities or
authorities of any order and degree, whether municipal, local or federal, tax,
judicial, civil, criminal or administrative and in relation to labor or any
other aspect, being able to initiate and desist from all types of legal
judgments, actions and procedures, whether civil, mercantile, criminal,
administrative, contentious or labor in nature, including appeals to superior
courts and desisting from such an appeal, compromising, receiving payments,
presenting positions, bidding and raising bids in auctions, commitments to
arbitration, initiating and persisting in suits, incidents, appeals both regular
and extraordinary, challenging, accepting denunciations, complaints and criminal
accusations and granting the pardon referred to in Article Ninety-three of the
CRIMINAL CODE in effect in the Federal District and its correlatives in the
location in which the power may come to be exercised, coming to the defense of a
civil party with the Public Ministry [i.e. Department of Justice], as well as to
petition compensation for damages arising from a crime, being authorized to sign
any public or private documents that may be appropriate for proper compliance
with the present powers.

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         These legal representatives are empowered individually to grant general
or special powers, within the powers with which they are invested, overseeing
the exercise of such powers, as well as revoking them as necessary; on the
understanding that the powers they delegate may not exceed the limitations
referred to in Article Twenty-One of the Corporate By-Laws.

         c) GENERAL POWER TO UNDERTAKE ACTS OF ADMINISTRATION is granted to the
following persons: MSSRS. MIGUEL GUTIERREZ CERVANTES, CARLOS FERREIRO RIVAS,
GUILLERMO SANCHEZ PADILLA, JORGE TODD ALVAREZ, MARCO ANTONIO SAUCEDO SALAZAR,
RICARDO LEOPOROWSKY RAMOS AND RAMON OROZCO ORRICO, with all the general powers
and including any those cases that require a special power or clause in
conformity with the law, under the terms of the second paragraph of Article Two
Thousand Fifty-four of the Civil Code in effect for the Federal District and its
correlatives in the location in which the power may come to be exercised,
subject to the following:

         (i) Acting jointly, any two of the legal representatives may undertake
operations the amount of which does not exceed the sum of US$ 100,000.00 (One
hundred thousand dollars zero zero cents legal tender of the United States of
America) or its equivalent in national currency; and

         (ii) Acting in conjunction with Mr. PABLO ABEL VAZQUEZ ORIA, any one of
the legal representatives may undertake operations the amount of which does
exceed the sum of US$ 100,000.00 (One hundred thousand dollars zero zero cents
legal tender of the United States of America) or its equivalent in national
currency but does not exceed the sum of US$ 500,000.00 (Five hundred thousand
dollars zero zero cents legal tender of the United States of America) or its
equivalent in national currency.

         These legal representatives thus instituted may not delegate the powers
conferred on them and they shall proceed in the exercise of the present power
under the terms that they judge most appropriate to the interests of the
empowering Corporation.

         d) POWER is conferred TO DRAW, ISSUE, ACCEPT, ENDORSE, GRANT AND LIEN,
or in any other manner sign credit instruments in conformity with Article Nine
(9) of the GENERAL LAW ON TITLES AND CREDIT OPERATIONS; as well as the power to
grant bonds or guarantees of any class with respect to obligations contracted by
the Corporation or with respect to titles issued or accepted by third parties,
to MSSRS. PABLO ABEL VAZQUEZ ORIA, CARLOS FERREIRO RIVAS and GUILLERMO SANCHEZ
PADILLA. That power shall have to be exercised jointly, requiring the signatures
of two of the empowered representatives, subject to the limitation that the
empowered representatives may only undertake operations the amount of which does
not exceed the sum of US$ 100,000.00 (One hundred thousand dollars zero zero
cents legal tender of the United States of America) or its equivalent in
national currency. Nevertheless, the empowered representatives acting in the
manner established may undertake operations that do exceed the aforesaid sum
when such operations are related to: (i) payments for advertising; (ii) the
acquisition of decoding equipment, receptor antennas and other equipment for
installation in the domiciles of the subscribers of the Corporation or its
business affiliates; (iii) payments for telephone services; (iv) payments
related to services relocating antennas; (v) payments to programmers and the
acquisition of all classes of content for transmission; (vi) payments for the
concept of satellite rental; and (vii) other matters considered by the Council
of Managers of the Corporation as pertaining to the ordinary course of business.

         e) MSSRS. CARLOS FERREIRO RIVAS, GUILLERMO SANCHEZ PADILLA, FORTINO
GARDUNO VALDEZ, MIGUEL GUTIERREZ CERVANTES and Mrs. MARIA AZUCENA DOMINGUEZ
COBIAN are granted a SPECIAL POWER so that they can accept and respond to
summonses, sign initial and final

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visit records, receive official communications, sign declarations of Value Added
Tax and Income Tax, notices of increases and decreases, sign declarations of the
payment of fees that are required in dealing with the various government
agencies, whether federal, state or municipal; as well as in order to comply
with any other type of fiscal obligation that may arise and to deal with the
procedures involved with the Secretary of the Treasury and Public Credit and
with the Tax Authorities of the Federation, the States, the municipal
governments and the Federal District, including autonomous fiscal agencies or
agencies to resolve administrative disputes, whether they pertain to the
Federation, the States, or the municipalities, in terms of Article Eighteen
First Paragraph, Articles Nineteen, Thirty-One, One Hundred Twenty-Two, Two
Hundred and other related Articles of the Federation Tax Code, as well as
Article Fourteen of the Federation Tax Code Regulations and the correlatives of
those texts in the Laws of the Treasury Secretariat and the Tax Codes of the
States and the Federal District, and Article Eight of the Law of Habeas Corpus.
The empowered representatives may request tax refunds when acting in conjunction
with and using the signature of any of the following: Mssrs. PABLO ABEL VAZQUEZ
ORIA, JUAN SEBASTIAN MIJARES ORTEGA, ALEXANDRE MOREIRA PENNA DA SILVA, JORGE
AGUSTIN LUTTEROTH ECHEGOYEN, JOAQUIN BALCARCEL SANTA CRUZ or JOSE ANTONIO LARA
DEL OLMO.

         Within the specialization of the present power, the empowered
representatives shall enjoy the broadest of powers for pleas, collection and
acts of administration under the terms of the first two paragraphs of Article
Two Thousand Five Hundred Fifty-Four (2,554) of the Civil Code in effect for the
Federal District and its correlatives in the other States of the Republic of
Mexico in which the power may come to be exercised, with all the general powers
and including the special powers that may require a special power or clause in
accordance with the law.

         The empowered representatives may delegate the powers conferred on
them, overseeing their exercise, and revoke the substitutions that they make.

         f) Mssrs. PABLO ABEL VAZQUEZ ORIA, JUAN SEBASTIAN MIJARES ORTEGA,
LAWRENCE JACOBS, ALEXANDRE MOREIRA PENNA DA SILVA, ROMULO PONTUAL, JORGE AGUSTIN
LUTTEROTH ECHEGOYEN and JACOPO BRACCO, with "A" signatures, and Mssrs. CARLOS
FERREIRO RIVAS and GUILLERMO SANCHEZ PADILLA, with "B" signatures, are granted a
SPECIAL POWER that must be exercised in conjunction with two "A" signatures or
with one "A" signature in conjunction with a "B" signature. Those thus
empowered, acting in that manner, may request the opening of current accounts,
checking accounts, securities or credits at any credit institution in the name
of the Corporation, making deposits and carrying out credit operations in such
accounts and disposing of the funds and amounts by payment orders and transfers,
checks and any other documents of disposition; they may also designate persons
authorized to draw from the accounts and cancel such accounts when they find it
appropriate. Those thus empowered may also release, negotiate, discount,
endorse, accept, constitute a lien, collect and pay letters of exchange,
promissory notes, insurance policies, checks and other draft or credit documents
of a commercial or financial nature and protest such documents for lack of
acceptance or payment.

         Those thus empowered, acting in the manner stated above, may designate
persons empowered to draw against current accounts, securities, credit and
investment accounts and from Corporate checks and in order to pay such accounts
when they deem it appropriate. Such a designation may not devolve upon a single
person, since such powers must always be exercised by two empowered
representatives acting in conjunction.

         g) A SPECIAL POWER is granted indistinctly to MSSRS. PABLO ABEL VAZQUEZ
ORIA, CARLOS FERREIRO RIVAS and MIGUEL GUTIERREZ CERVANTES to endorse as owner
and/or to seek payment of the promissory notes that each subscriber must sign on
contracting and/or modifying the service.

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         Within the specialization of the power, those empowered shall enjoy the
broadest of powers TO ENDORSE credit titles in conformity with the provisions of
Article Nine (9) of the GENERAL LAW OF CREDIT TITLES AND OPERATIONS.

         These empowered representatives instituted may not delegate the powers
conferred on them and they shall proceed in the exercise of the present power in
the terms that they judge most appropriate to the interests of the empowering
Corporation.

         FIFTEENTH. Mssrs. Emilio Carrillo Gamboa, Juan Sebastian Mijares Ortega
and Mrs. Maria Azucena Dominguez Cobian are designated as special
representatives to appear indistinctly in the name and representation of the
Corporation before the Notary Public of their choice for the purpose of
requesting and granting the partial or total official notarization of the
present resolutions, as well as to issue the simple or certified copies of the
resolutions that may be requested of them.

         The present Unanimous Consent in writing may be prepared in one or more
copies, each one of which shall constitute an original and all in conjunction
shall constitute a single instrument.

         APPROVED:
         SKY DTH, S. de R.L. de C.V.
         by: Julio Barba Hurtado (signed)
         Efren Yaber Jimenez (signed)
         News DTH (Mexico) Investment Limited
         by: Arthur M. Siskind
         Liberty Mexico DTH, Inc.
         by: Charles Y. Tanabe

         I add a photocopy of the related resolutions, which I swear agrees
faithfully with the original document, which I have had in my possession, to the
Appendix in the dossier that corresponds to this document and under the letter
"A."

                  NATIONAL REGISTRATION OF FOREIGN INVESTMENTS

         In compliance with the provisions in Articles Thirty-Two and
Thirty-Four of the Foreign Investment Law, the person appearing showed me the
Request for Registration of the "INNOVA" CORPORATION, A LIMITED RESPONSIBILITY
CORPORATION WITH VARIABLE CAPITAL in the National Registry of Foreign
Investments on May twenty-ninth of the year two thousand two at folio number one
hundred eight thousand two hundred fifteen diagonal fifteen thousand eight
hundred fourteen, issued by the General Directorate of Foreign Investment.

         I add a photocopy of the document mentioned above to the Appendix in
the dossier that corresponds to this document and under the letter "B."

         Having expressed the foregoing the person appearing agreed to  the
following:

                                     CLAUSES

         FIRST. Mrs. MARIA AZUCENA DOMINGUEZ COBIAN, in her role as Special
Legal Representative for the resolutions taken by unanimous vote of the
Shareholders of the "INNOVA" CORPORATION, A LIMITED RESPONSIBILITY CORPORATION
WITH VARIABLE CAPITAL, officially notarized the aforementioned resolutions for
all legal effects to which they may be subject on May tenth of the year two
thousand two.

         SECOND. By means of this instrument, the "INNOVA" CORPORATION, A
LIMITED RESPONSIBILITY CORPORATION WITH VARIABLE CAPITAL, represented by its
Special Legal Representative, Mrs. MARIA AZUCENA DOMINGUEZ COBIAN, formalizes
the following: the DESIGNATION of Mr. PABLO ABEL VAZQUEZ ORIA as EXECUTIVE
DIRECTOR GENERAL of the Corporation, the DESIGNATION of

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Mr. CARLOS FERREIRO RIVAS (ENGINEER) as EXECUTIVE DIRECTOR of FINANCES AND
ADMINISTRATION, the ACCEPTANCE of the RESIGNATIONS presented by Mssrs. GUILLERMO
NAVA GOMEZ-TAGLE, GUILLERMO NUNEZ HERRERA, HUMBERTO VILLANUEVA ALVEAR, CHASE
CAREY, KEN BETTSTELLER AND NICOLA BRAMFORD from the posts that they had been
occupying on the Council of Managers of the Corporation, the DESIGNATION of
Messrs. ALEXANDRE MOREIRA PENNA DA SILVA AND PABLO ABEL VAZQUEZ ORIA as Members
and MESSRS. JOSE ANTONIO LARA DEL OLMO AND SALVI FOLCH VIADERO as Alternate
Members of the Council of Managers for Series "A" shareholders; the DESIGNATION
of Messrs. ROMULO PONTUAL and JACOPO BRACCO as Members of the Council of
Managers for Series "B" shareholders; it also formalizes the RATIFICATION of
Messrs. Emilio Carrillo Gamboa and MICHAEL DOODAN as Secretary and Alternate
Secretary of the COUNCIL OF MANAGERS, respectively; it also formalizes the
RATIFICATION of Messrs. ALFONSO DE ANGOITIA NORIEGA and MRS. MARIA AZUCENA
DOMINGUEZ COBIAN as PROSECRETARY and ALTERNATE PROSECRETARY of the Council of
Managers, respectively, in conformity with the first and thirteenth resolutions,
taken in relation to the resolutions that had been transcribed in the present
document, the Council of Managers and the Executive Committee of the Council of
Managers, is now made up in the following manner:

                               COUNCIL OF MANAGERS

                  MEMBERS                            ALTERNATES

                                     SERIES "A"

Emilio Fernando Azcarraga Jean  Chairman          Rafael Carabias Principe
Alexandre Penna da Silva        Treasurer         Jose Antonio Lara del Olmo
Jose Antonio Baston Patino      Manager           Jorge Lutteroth Echegoyen
Pablo Abel Vazquez Oria         Manager           Salvi Folch Viadero
Alfonso de Angoitia Noriega     Prosecretary      Maria Azucena Dominguez Cobian
Juan Sebastian Mijares Ortega   Manager           Joaquin Balcarcel Santa Cruz

                                     SERIES "B"

Romulo Pontual                  Vice Chairman     (To be designated later).
Paul Haggerty                   Manager           Paula Wardinski
Jacopo Bracco                   Manager           Michael Doodan
Lawrence Jacobs                 Manager           Emilio Carrillo Gamboa

                 EXECUTIVE COMMITTEE OF THE COUNCIL OF MANAGERS

                       MEMBERS                          ALTERNATES

                               SERIES "A-1 (ONE)"

Emilio Fernando Azcarraga Jean  Chairman          Juan Sebastian Mijares Ortega
Alfonso de Angoitia Noriega                       Joaquin Balcarcel Santa Cruz
Pablo Abel Vazquez Oria                           Jose Antonio Lara del Olmo

                               SERIES "B-1 (ONE)"

Romulo Pontual                  Vice Chairman     Emilio Carrillo Gamboa
Paul Haggerty                                     Paula Wardinski
Jacopo Bracco                                     Lawrence Jacobs

         THIRD. By means of this instrument, the "INNOVA" CORPORATION, A LIMITED
RESPONSIBILITY CORPORATION WITH VARIABLE CAPITAL, represented by its Special
Legal Representative, Mrs. MARIA AZUCENA DOMINGUEZ COBIAN, formalizes the
REVOCATION of the POWERS that are mentioned below in

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         conformity with resolution thirteen, taken in relation to the
resolutions that had been transcribed in the present document, a revocation of
the powers mentioned below:

         a) The general and special powers granted in favor of PUBLIC ACCOUNTANT
SANTIAGO CANTU GARZA by means of document number fifty-two thousand eight
hundred dated March six, two thousand, notarized by me.

         b) And the general and special powers granted in favor of Mssrs. LUIS
RAMON MALDONADO PALOMARES and JOSE SALAZAR-LLARREGUI RUFINO by means of document
number fifty-four thousand nine hundred fourteen notarized by me on October
three of the year two thousand one.

         FOURTH. By means of this instrument, the "INNOVA" CORPORATION, A
LIMITED RESPONSIBILITY CORPORATION WITH VARIABLE CAPITAL, represented by its
Special Legal Representative, Mrs. MARIA AZUCENA DOMINGUEZ COBIAN, in the terms
of Article Ten of the General Law of Mercantile Corporations, formalizes the
GRANTING OF POWERS mentioned below, in conformity with resolution fourteen
paragraphs a), b), c), d), e), f) and g) taken in relation to the resolutions
that have been transcribed in this document, powers that are conferred with the
faculties that are mentioned below in favor of the following persons WHO IN THE
EXERCISE OF THEIR POWERS SHALL OBSERVE THE PROVISIONS IN ARTICLE TWENTY-ONE OF
THE CORPORATE BY-LAWS:

         a) POWER is conferred TO DRAW, ISSUE, ACCEPT, ENDORSE, GRANT AND LIEN,
or in any other manner sign credit instruments in conformity with Article Nine
(9) of the GENERAL LAW ON TITLES AND CREDIT OPERATIONS; as well as the power to
grant bonds or guarantees of any class with respect to obligations contracted by
the Corporation or with respect to titles issued or accepted by third parties,
the facility having to be exercised in a joint manner utilizing signatures that
correspond to any two of the persons in GROUP "A" plus one signature that
corresponds to any one of the persons in GROUP "B." GROUP "A" is made up of the
following persons: Mssrs. EMILIO FERNANDO AZCARRAGA JEAN, LAWRENCE JACOBS, PABLO
ABEL VAZQUEZ ORIA, JACOPO BRACCO, ALFONSO DE ANGOITIA NORIEGA, ROMULO PONTUAL,
JOSE ANTONIO BASTON PATINO, JUAN SEBASTIAN MIJARES ORTEGA, and ALEXANDRE MOREIRA
PENNA DA SILVA. And GROUP "B" is made up of the following persons: Mssrs. JORGE
AGUSTIN LUTTEROTH ECHEGOYEN, SALVI FOLCH VIADERO, RAFAEL CARABIAS PRINCIPE,
JOAQUIN BALCARCEL SANTA CRUZ, AND MRS. MARIA AZUCENA DOMINGUEZ COBIAN. The legal
representatives, acting in the manner indicated above, shall have the power to
confer general or special powers, overseeing the exercise of such power, and
revoking the delegation as necessary, on the understanding that the power they
delegate with their facilities may not exceed the limits referred to in Article
Twenty-One of the Corporate By-Laws.

         b) GENERAL POWER TO UNDERTAKE ACTS OF ADMINISTRATION, COURT APPEARANCES
AND COLLECTIONS to be exercised jointly or separately is granted to the
following: MSSRS. EMILIO FERNANDO AZCARRAGA JEAN, LAWRENCE JACOBS, PABLO ABEL
VAZQUEZ ORIA, JOSE ANTONIO BASTON PATINO, ROMULO PONTUAL, JORGE AGUSTIN
LUTTEROTH ECHEGOYEN, JACOPO BRACCO, JUAN SEBASTIAN MIJARES ORTEGA, ALEXANDRE
MOREIRA PENNA DA SILVA., SALVI FOLCH VIADERO, RAFAEL CARABIAS PRINCIPE, JOAQUIN
BALCARCEL SANTA CRUZ, AND MRS. MARIA AZUCENA DOMINGUEZ COBIAN, with all the
general powers and includes the special powers that may require a special power
or clause in conformity with the law, under the terms of the first two
paragraphs of Article Two Thousand Fifty-four, Article Two Thousand Five Hundred
Seventy-four, Article Two Thousand Five Hundred Seven (except for the powers to
absolve and articulate positions and implement the cession of goods set forth in
Parts IV and V) and Article Two Thousand Five Hundred Ninety-three of the CIVIL
CODE in effect for the Federal District and its correlatives in the location in
which the power may come to be exercised, so that they may represent the
Corporation with all classes of physical or corporate entities or authorities of
any order and degree, whether municipal, local or

                                        8

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Federal, tax, judicial, civil, criminal or administrative and in relation to
labor or any other aspect, being able to initiate and desist from all types of
legal judgments, actions and procedures, whether civil, mercantile, criminal,
administrative, contentious or labor in nature, including appeals to superior
courts and desisting from such appeals, compromising, receiving payments,
presenting positions, bidding and raising bids in auctions, commitments to
arbitration, initiating and persisting in suits, incidents, appeals both regular
and extraordinary, challenging, accepting denunciations, complaints and criminal
accusations and granting the pardon referred to in Article Ninety-three of the
CRIMINAL CODE in effect in the Federal District and its correlatives in the
location in which the power may come to be exercised, coming to the defense of a
civil party with the Public Ministry, as well as to petition compensation for
damages arising from a crime, being authorized to sign any public or private
documents that may be appropriate for proper compliance with the present powers.

         The legal representatives are empowered as individuals to grant general
or special powers, subject to the powers with which they are invested,
overseeing the exercise of such powers, as well as revoking them; on the
understanding that the powers they delegate may not exceed the limitations
referred to in Article Twenty-One of the Corporate By-Laws.

         c) GENERAL POWER TO UNDERTAKE ACTS OF ADMINISTRATION is granted to the
following: MSSRS. MIGUEL GUTIERREZ CERVANTES, CARLOS FERREIRO RIVAS, GUILLERMO
SANCHEZ PADILLA, JORGE TODD ALVAREZ, MARCO ANTONIO SAUCEDO SALAZAR, RICARDO
LEOPOROWSKY RAMOS AND RAMON OROZCO ORRICO, with all the general powers and
including the special powers that may require a special power or clause in
conformity with the law, under the terms of the second paragraph of Article Two
Thousand Fifty-four of the Civil Code in effect for the Federal District and its
correlatives in the location in which the power may come to be exercised,
subject to the following:

         (i) Any two of the legal representatives, acting jointly, may undertake
operations the amount of which does not exceed the sum of US$ 100,000.00 (One
hundred thousand dollars zero zero cents legal tender of the United States of
America) or its equivalent in national currency; and

         (ii) Acting in conjunction with Mr. PABLO ABEL VAZQUEZ ORIA, any one of
the legal representatives may undertake operations the amount of which does
exceed the sum of US$ 100,000.00 (One hundred thousand dollars zero zero cents
legal tender of the United States of America) or its equivalent in national
currency but does not exceed the sum of US$ 500,000.00 (Five hundred thousand
dollars zero zero cents legal tender of the United States of America) or its
equivalent in national currency.

         These legal representatives thus instituted may not delegate the powers
conferred on them and they shall proceed in the exercise of the present power
under the terms they judge most appropriate to the interests of the empowering
Corporation.

         d) POWER is conferred TO DRAW, ISSUE, ACCEPT, ENDORSE, GRANT AND LIEN,
or in any other manner sign credit instruments in conformity with Article Nine
(9) of the GENERAL LAW ON TITLES AND CREDIT OPERATIONS; as well as the power to
grant bonds or guarantees of any class with respect to obligations contracted by
the Corporation or with respect to titles issued or accepted by third parties,
to MSSRS. PABLO ABEL VAZQUEZ ORIA, CARLOS FERREIRO RIVAS and GUILLERMO SANCHEZ
PADILLA, which power shall have to be exercised jointly by utilization of the
signatures of two of the empowered representative, with the limitation that the
empowered representatives may only undertake operations the amount of which does
not exceed the sum of US$ 100,000.00 (One hundred thousand dollars zero zero
cents legal tender of the United States of America) or its equivalent in
national currency. Nevertheless, the empowered representatives acting in the
manner established may undertake operations that exceed the aforesaid sum when
such operations are related to: (i) payments for advertising;

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         (ii) the acquisition of decoding equipment, receptor antennas and other
equipment for installation in the domiciles of the subscribers of the
Corporation or its business affiliates; (iii) payments for telephone services;
(iv) payments related to services to relocate antennas; (v) payments to
programmers and for the acquisition of all classes of content for transmission;
(vi) payments for the concept of satellite rental; and (vii) other matters
considered by the Council of Managers of the Corporation as pertaining to the
ordinary course of business.

         e) MSSRS. CARLOS FERREIRO RIVAS, GUILLERMO SANCHEZ PADILLA, FORTINO
GARDUNO VALDEZ, MIGUEL GUTIERREZ CERVANTES and Mrs. MARIA AZUCENA DOMINGUEZ
COBIAN are granted a SPECIAL POWER so that they can accept and respond to
summonses, sign initial and final visit records, receive official
communications, sign declarations of Value Added Tax and Income Tax, notices of
increases and decreases, sign declarations of the payment of fees that are
required in dealing with the various government agencies, whether federal, state
or municipal; as well as in order to comply with any other type of fiscal
obligation and undertake the procedures involved in dealing with the Secretary
of the Treasury and Public Credit and of the Tax Authorities of the Federation,
of the States, the municipal governments and the Federal District, of the
autonomous fiscal agencies or administrative contention, whether they pertain to
the Federation, the States, or the municipalities, in terms of Article Eighteen
First Paragraph, Article Nineteen, Thirty-One, One Hundred Twenty-Two, Two
Hundred and other related Articles of the Federation Tax Code, and Article
Fourteen of the Federation Tax Code Regulations and their correlatives in the
Laws of the Treasury Secretariat and the Tax Codes of the States and the Federal
District, and Article Eight of the Law of Habeas Corpus. The empowered
representatives may request tax refunds when acting in conjunction and with the
signature of any of the following: Mssrs. PABLO ABEL VAZQUEZ ORIA, JUAN
SEBASTIAN MIJARES ORTEGA, ALEXANDRE MOREIRA PENNA DA SILVA, JORGE AGUSTIN
LUTTEROTH ECHEGOYEN, JOAQUIN BALCARCEL SANTA CRUZ or JOSE ANTONIO LARA DEL OLMO,
to solicit the return of contributions.

         Within the specialization of the present power, the empowered
representatives shall enjoy the broadest of powers for pleas, collection and
acts of administration under the terms of the first two paragraphs of Article
Two Thousand Five Hundred Fifty-Four (2,554) of the Civil Code in effect for the
Federal District and its correlatives in the other States of the Republic of
Mexico in which the power may come to be exercised, with all the general powers
including those cases that require a special power or clause in accordance with
the law.

         These empowered representatives may delegate the powers conferred on
them, overseeing their exercise, and revoke the substitutions that they make.

         f) Mssrs. PABLO ABEL VAZQUEZ ORIA, JUAN SEBASTIAN MIJARES ORTEGA,
LAWRENCE JACOBS, ALEXANDRE MOREIRA PENNA DA SILVA, ROMULO PONTUAL, JORGE AGUSTIN
LUTTEROTH ECHEGOYEN and JACOPO BRACCO, with "A" signatures, and Mssrs. CARLOS
FERREIRO RIVAS and GUILLERMO SANCHEZ PADILLA, with "B" signatures, are granted a
SPECIAL POWER that must be exercised in conjunction with two "A" signatures or
utilizing one "A" signature in conjunction with a "B" signature. Those thus
empowered, acting in that manner, may request the opening of current accounts,
checking accounts, securities or credits at any credit institution in the name
of the Corporation, making deposits and carrying out credit operations in such
accounts and disposing of the funds and amounts by payment orders and transfers,
checks and any other documents of disposition, as well as designating persons
authorized to draw from such accounts and to cancel them when they find it
appropriate. Those thus empowered may also release, negotiate, discount,
endorse, accept, constitute a lien, collect and pay letters of exchange,
promissory notes, insurance policies, checks and other draft or credit documents
of a commercial or financial nature and protest such documents for lack of
acceptance or payment.

                                       10

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The legal representatives, acting as previously mentioned, can designate those
persons who will be empowered to draw against the Corporation's current,
securities, credit, investment and checking accounts and to cancel said accounts
when they deem advisable, which designation can be vested in one single person,
in view of the fact that said empowerment must always be exercised jointly by
two legal representatives.

         g.) A SPECIAL POWER is granted indiscriminately in favor of Messrs.
PABLO ABEL VAZQUEZ ORIA, CARLOS FERREIRO RIVAS and MIGUEL GUTIERREZ CERVANTES to
endorse as if their own and/or in procuration of payment, those promissory notes
subscribed by each subscriber when hiring the service or modifying same.

         Within this special power, the legal representatives shall enjoy the
most extensive powers TO ENDORSE credit instruments, in harmony with provisions
of the ninth (9th) article of THE GENERAL LAW OF INSTRUMENTS AND CREDIT
OPERATIONS.

         The legal representatives who are instituted cannot delegate the powers
being granted to them and they shall proceed to execute this power under the
terms they deem to be the most advisable in the interests of the grantor of this
power.

                                   PERSONALITY

         Is accredited by the person appearing in representation of "INNOVA," A
LIMITED LIABILITY CORPORATION WITH VARIABLE CAPITAL, as follows:

         I.- With deed number thirty six thousand forty, granted in this city,
on July twenty fifth, nineteen ninety six, before Francisco Javier Gerardo
Oliveros Lara, Esq., Notary Public, in charge of Notary Public number
seventy-five of the Federal District, registered in Mercantile Folio number two
hundred thirteen thousand two hundred twenty-three of the Public Registry of
Property and Commerce of the Federal District, by way of which with prior
permission granted by the Secretariat of Foreign Relations number zero nine
million twenty-five thousand one hundred one, file number nine thousand six
hundred nine million twenty-four thousand three hundred twenty-two, `INNOVA," A
LIMITED LIABILITY CORPORATION, was incorporated, with a DURATION of NINETY-NINE
YEARS, headquartered in MEXICO, FEDERAL DISTRICT, having a Clause Admitting
Foreigners, capital stock of FIFTY THOUSAND PESOS, LEGAL CURRENCY, and whose
corporate purposes are, among others: a). Promote, incorporate, organize,
exploit and hold participation in the capital and patrimony of all kinds of
mercantile or civil corporations, associations or industrial, commercial,
service, or any other kind of companies, domestic as well as foreign, as well as
participate in their administration or liquidation. b).- Purchase, negotiation,
custody and divestiture of any kind of securities, stocks, bonds, obligations
and in general, credit instruments, securities and shares of mercantile and
civil corporations or associations of any kind, domestic as well as foreign.

         II.- With deed number forty eight thousand nine hundred seventy,
granted before me, on November eleventh, nineteen ninety six, registered in
Mercantile Folio number two hundred thirteen thousand two hundred twenty-three
of the Public Registry of Property and Commerce of this city, through which the
Minutes taken at the Special General Stockholders Meeting of "INNOVA," A LIMITED
LIABILITY CORPORATION, which was held in this city, at nine a.m. on November
first, nineteen ninety six were placed into the record, at which, among other
agreements made, it was agreed upon to REFORM ALL of the CORPORATE BYLAWS.

         III.- With deed number forty nine thousand one hundred eighty-one,
which was passed before me, on the fourteenth day of March, nineteen ninety six,
registered in Mercantile Folio number two hundred thirteen thousand two hundred
twenty-three of the Public Registry of Property and Commerce of this city,
through which the Minutes taken at the Special General Stockholders Meeting of
"INNOVA," A LIMITED LIABILITY CORPORATION, which was held in this city, at ten
a.m. on March seventh, nineteen ninety

                                       11

<PAGE>

six were placed into the record, at which, among other agreements made, it was
agreed upon to INCREASE the CAPITAL STOCK to the amount of ONE HUNDRED THOUSAND
PESOS, LEGAL CURRENCY; as well as to REFORM ALL of the CORPORATE BYLAWS.

         IV.- With deed number thirty six thousand seven hundred eighty four,
granted in this city, on the twentieth day of March, nineteen ninety seven,
before Manuel Enrique Oliveros Lara, Esq., Notary Public, who is in charge of
Notary Public number one hundred of this Federal District, acting as associate
and in recording at Notary Public number seventy five of this city, in charge of
which is Francisco Javier Gerardo Oliveros Lara, Esq., registered in Mercantile
Folio number two hundred thirteen thousand two hundred twenty-three of the
Public Registry of Property and Commerce of the Federal District, through which
the resolutions adopted outside of the Meeting were placed into the record by a
unanimous vote of the shareholders of the corporation called "INNOVA," A LIMITED
LIABILITY CORPORATION, which were adopted on March tenth, nineteen ninety seven,
in which, among other resolutions taken up, it was resolved to INCREASE the
CAPITAL STOCK with the amount of FOUR HUNDRED TWO MILLION FIVE HUNDRED THOUSAND
PESOS, LEGAL CURRENCY, which, when added to the current capital stock of ONE
HUNDRED THOUSAND PESOS, LEGAL CURRENCY, will bring the capital stock amount to
FOUR HUNDRED TWO MILLION SIX HUNDRED THOUSAND PESOS, LEGAL CURRENCY, reforming
to this effect ARTICLE SIX of the CORPORATE BYLAWS.

         V.- With deed number fifty one thousand seventy six, which was passed
before me on the twenty second day of December, nineteen ninety eight, which
first certificate was registered in Mercantile Folio number two hundred thirteen
thousand two hundred twenty-three of the Public Registry of Property and
Commerce of the Federal District, through which the Resolutions adopted at the
Meeting were placed into the record, which resolutions were adopted with the
Shareholders' unanimous consent, granted in writing, of the corporation called
"INNOVA," A LIMITED LIABILITY CORPORATION, dated April first, nineteen ninety
eight, at which, among other resolutions adopted, it was resolved to ACCEPT TCI
DTH Mexico, Inc., as a partner of the company, as a holder of Series B hyphen
TWO shares; it was resolved to AUTHORIZE Messrs. EMILIO AZCARRAGA JEAN and CHASE
CAREY, each of whom are holders of Series A hyphen Two shares and Series B
hyphen Two shares, respectively, the VALUE of each being ONE HUNDRED PESOS,
LEGAL CURRENCY, so they may be transmitted to GALAVISION DTH, A LIMITY LIABILITY
CORPORATION the first mentioned, and to NEWS DTH (Mexico) Investment, Ltd. the
second mentioned; to INCREASE the company's CAPITAL STOCK with the amount of
FOUR HUNDRED TWO MILLION SIX HUNDRED THOUSAND PESOS, LEGAL CURRENCY, so it may
be increased up to the amount of EIGHT HUNDRED FIVE MILLION TWO HUNDRED THOUSAND
PESOS, LEGAL CURRENCY; as well MODIFYING ARTICLE SIX of the CORPORATE BYLAWS,
with regards to capital stock.

         VI.- With deed number fifty one thousand seventy seven, which was
passed before me on the twenty second day of December, nineteen ninety eight,
which first certificate was registered in Mercantile Folio number two hundred
thirteen thousand two hundred twenty-three of the Public Registry of Property
and Commerce of the Federal District, through which the Resolutions taken up at
the Meeting were placed into the record, which resolutions were taken up with
the Shareholders' unanimous consent granted in writing of the corporation called
"INNOVA," A LIMITED LIABILITY CORPORATION, dated July first nineteen ninety
eight, in which, among other resolutions taken up, it was resolved to INCREASE
the company's CAPITAL STOCK from the amount of EIGHT HUNDRED FIVE MILLION TWO
HUNDRED THOUSAND PESOS, LEGAL CURRENCY, with the amount of TWENTY TWO MILLION
FIVE HUNDRED FIFTY THOUSAND PESOS, LEGAL CURRENCY, so it may be increased up to
the amount of EIGHT HUNDRED TWENTY SEVEN MILLION SEVEN HUNDRED FIFTY THOUSAND
PESOS, LEGAL CURRENCY; as well MODIFYING ARTICLE SIX of the CORPORATE BYLAWS,
with regards to capital stock.

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<PAGE>

         VII.- With deed number fifty one thousand seventy-eight, which was
         passed before me, on the twenty second day of December, nineteen ninety
         eight, registered in Mercantile Folio number two hundred thirteen
         thousand two hundred twenty-three of the Public Registry of Property
         and Commerce of this city, through which the Minutes taken at the
         Special General Stockholders Meeting of "INNOVA," A LIMITED LIABILITY
         CORPORATION, which was held in this city, at ten a.m. on July second,
         nineteen ninety eight were placed into the record, at which, among
         other agreements made, it was agreed upon to TRANSFORM the CORPORATION
         into a LIMITED LIABILITY CORPORATION WITH VARIABLE CAPITAL, and in
         consequence, to REFORM the CORPORATE BYLAWS COMPLETELY; taken from the
         aforementioned deed, I copy hereunder the pertinent portions:" Going on
         to the First Matter on the Agenda, the Chairman pointed out to those
         present the advisability of transforming the Corporation into a Limited
         Liability Corporation with Variable Capital, pursuant to Chapter VIII
         of the General Law of Mercantile Corporations, in which case it would
         become necessary to completely reform the bylaws which govern the
         Corporation. Following an extensive exchange of opinions, the
         shareholders, through a unanimous vote, adopted the following:

                                   RESOLUTIONS

         FIRST.- It is agreed to transform the Corporation into a LIMITED
LIABILITY CORPORATION WITH VARIABLE CAPITAL, pursuant to Chapter VIII of the
General Law of Mercantile Corporations, for (sic) hereinafter the Corporation
shall be called: "INNOVA," A LIMITED LIABILITY CORPORATION WITH VARIABLE
CAPITAL."

         SECOND.- The Corporation's Bylaws are completely reformed, and their
text shall be as follows:

                                     BYLAWS
                                    CHAPTER I
                  DENOMINATION, PURPOSE, DURATION, HEADQUARTERS
                          NATIONALITY AND JURISDICTION

         ARTICLE ONE.- DENOMINATION.

         The Corporation shall be called "INNOVA," which will always be followed
by the words "A LIMITED LIABILITY CORPORATION WITH VARIABLE CAPITAL" or its
abbreviation [in Spanish] "S. DE R. L. DE C.V."

         ARTICLE TWO.- CORPORATE PURPOSES

         The Corporation's purposes are:

         a).- Promote, incorporate, organize, exploit and hold participation in
the capital and assets of all kinds of mercantile or civil corporations,
associations or industrial, commercial, service, or any other kind of companies,
domestic as well as foreign, as well as participate in their administration or
liquidation.

         b).- Installation, operation and commercial exploitation of public
telecommunications networks to provide all kinds of public services, among which
are included restricted television and radio services, which are carried out
through wires, radio-electricity, optical or physical media or other
electromagnetic systems, in any format allowed by technology and of
communications systems to provide services of supply, transportation and
distribution of signs, pictures, sounds or information of any nature, through
systems of modulation, codification or digitalization allowed by technology, in
the frequency bands and/or orbital satellite positions assigned to such, except
for open television, all of which with previous

13

<PAGE>

authorization, permission or concession which might be granted by the pertinent
authorities, as well as programming for these same types of networks, stations
and communications systems;

         c).- Purchase, negotiation, custody and divestiture of any kind of
securities, stocks, bonds, obligations and in general, credit instruments,
securities and shares of mercantile and civil corporations or associations of
any kind, domestic as well as foreign.

         d).- Contract for or grant loans, granting and receiving their
respective guarantees, issue obligations with or without specific guarantee,
accept, draw, endorse or back all kinds of credit instruments and grant security
or guarantees of any kind with regards to the obligations contracted or to the
instruments issued or accepted by third parties;

         e).- Lease, sublease, take and give in commodatum, use, possess,
acquire, purchase, sell, construct, repair, divest and operate by means of any
legal title all kinds of equipment, warehouses, stores, facilities, offices,
rooms, locales and other establishments which are necessary or advisable to
carry out the Corporation's purposes, including purchase and disposal of movable
and immovable goods and real rights which are considered to be indispensable and
that are allowed by law;

         f).- Represent as an agent, intermediary or mediator, dealer, consignee
agent, legal representative or attorney for all kinds of domestic or foreign
companies or persons;

         g).- Provide and receive all kinds of services or consulting of a
technical or administrative character, of supervision, organization, marketing,
research, development, engineering, legal and general, any kind of service
related to industrial or commercial activities of companies, corporations and
associations, whether in the Mexican Republic or abroad.

         h).- Produce and use works that are susceptible to protection of
intellectual rights and other rights, as well as acquiring or transmitting
ownership of rights to same and perform all legal actions in this field;

         i).- Produce, acquire, exercise, use and transmit industrial property
rights;

         j).- Obtain, acquire, transmit, use, register, negotiate and grant the
use or enjoyment of all kinds of permits, licenses and concessions;

         k).- Execute all kinds of acts and enter into agreements or contracts
of any nature, that may be related to the aforementioned purposes.

         ARTICLE THREE.- DURATION.

         With the exception of what is provided in article twenty-seven of these
bylaws, the corporation's duration is NINETY-NINE YEARS, counted as of the date
of signing the articles of incorporation.

         ARTICLE FOUR.- HEADQUARTERS.

         The Corporation's headquarters is MEXICO CITY, FEDERAL DISTRICT;
however, the corporation can set up agencies, branches, offices, facilities and
any other dependency at any place in the Mexican Republic or abroad and submit
to elected domiciles, without it being deemed that the corporation headquarters
have changed.

         ARTICLE FIVE.- NATIONALITY.

         Current or future foreign shareholders in this corporation are formally
bound by the Federal Government through the Secretariat of Foreign Relations to
be considered as nationals with regards to the shares of this corporation that
they may acquire or of which they may be holders, as well with regards to the
goods, rights, concessions, participation or interests of which this corporation
is a holder or which might derive from the rights or obligations of the
contracts to which the corporation itself is a party, with

                                       14

<PAGE>

Mexican authorities, and to not invoke, therefore, the protection of their
Governments, under penalty of, otherwise, losing the shares that they might have
acquired in favor of the Nation.

                                   CHAPTER II
                     CAPITAL STOCK, SHARES AND SHAREHOLDERS

         ARTICLE SIX.- CAPITAL, SHARES AND SHAREHOLDERS

         Capital stock is variable. Minimum or fixed capital is the amount of
EIGHT HUNDRED TWENTY SEVEN MILLION SEVEN HUNDRED FIFTY THOUSAND PESOS, ZERO ZERO
SLASH ONE HUNDRED, LEGAL CURRENCY, totally subscribed and paid for. The variable
capital is unlimited.

         The shares into which the capital stock is divided can be of unequal
value but in any case they will be of ONE HUNDRED PESOS, ZERO ZERO SLASH ONE
HUNDRED, LEGAL CURRENCY, or a multiple of this amount.

         The shares which are representative of the minimum or fixed capital
shall be identified as Class "I" shares and the shares which are representative
of the variable capital shall be identified as Class "II" shares. The shares
which are representative of the minimum or fixed capital (Class "I") and the
shares which are representative of the variable capital (Class "II") shall be
divided in turn into two series, each of which with two Sub-Series with the
corporate rights and obligations that are mentioned in these bylaws, as follows:

         a) Series "A" shall be comprised of Sub-Series A hyphen one and A
hyphen two and shall be made up of ordinary shares, which shall initially
represent sixty percent of the total capital stock. Series "A" shares shall only
be subscribed by individuals of Mexican nationality and, therefore, the
corporation shall not admit foreign investors as shareholders of series "A"
shares.

         b) Series "B" shall be comprised of Sub-Series B hyphen one and B
hyphen two and shall be made up of ordinary shares, which shall initially
represent forty percent of the total capital stock. Series "B" shares shall be
of free subscription, and can therefore by acquired by Mexican investors or by
foreign natural persons or legal entities, or by persons, companies or entities
that are included in Article Two Fraction III of the Foreign Investment Act.

                                   CHAPTER IV
                              SHAREHOLDERS MEETINGS

         ARTICLE FOURTEEN.

         Shareholders will have the right to participate in Shareholders
Meetings whether by personal attendance or by a legally-accredited
representative through a simple proxy letter signed by two witnesses. The
Shareholders Meeting is the Corporation's Supreme Body and its resolutions shall
be binding on all shareholders, including absent or dissident shareholders. In
any case, absent or dissident Shareholders shall enjoy the rights that are
granted to them under Articles Thirty-Eight and Forty-Two, pursuant to the terms
of Article Eighty-Six of the General Law of Mercantile Corporations.

         ARTICLE FIFTEEN.

         The following matters are reserved exclusively for resolution by the
Shareholders Meeting pursuant to the terms provided in these Bylaws:

         a.- Discuss, approve, modify or reject the financial statements
published at the close of each corporate year, in accordance with what is
established in Article Twenty-Four of these corporate bylaws and adopt
consequently resolutions in this regard.

         b.- The determination to pronounce or pay all dividends or distribute
cash, assets or any other property.

                                       15

<PAGE>

         c.- Appoint and remove the Board of Managers, in accordance with what
is established in Article Sixteen of these bylaws as well as appoint and remove
a Board of Managers Executive Committee, indicating what its powers and
obligations are.

         d.- Make decisions regarding splitting and redemption of shares in
accordance with what is provided in these bylaws.

         e.- To require shareholders, if applicable, supplementary contributions
and accessory assistance that are not contemplated in the approved annual budget
or the business plan;

         f.- Issuance of certificates, bonds, subscription rights, purchase
options or any other security or instrument that is redeemable, exercisable or
convertible in shares of the Corporation.

         g.- Consent to assigning shares and in admitting new shareholders in
accordance with what is provided in Article Eight of these bylaws.

         h.- Modify the corporate contract.

         i.- Make decisions on increasing or decreasing the capital stock or
sales of the Corporation's shares, except as provided for in each case in these
bylaws or any Annual Budget or Business Plan.

         j.- Make decisions regarding liquidating the corporation, in accordance
with what is established in Article Twenty-Seven.

         k.- Designate the Corporation's liquidators, pursuant to Article
Twenty-Eight of these Bylaws.

         l.- Issue any bonds.

         m.- Make decisions with regards to transforming, merging or splitting
off the corporation.

         ARTICLE SIXTEEN.

         With regards to the Shareholders Meeting, the following rules will be
observed:

         a).- Except as established in these corporate bylaws, the Shareholders
Meetings may be held at any time.

         b).- The shareholders shall hold Meetings at least once per year within
the first four months following the close of the corporate year.

         c).- All Shareholders Meetings shall be held at the corporate
headquarters, except for fortuitous circumstances or force majeure.

         d).- Notices of meetings shall be issued by any of the members of the
Board of Managers, or in accordance with provisions in articles eighty one and
eighty two of the General Law of Mercantile Corporations.

         e).- Notices of meetings shall contain at least the date, time, place
and Agenda for the Meeting and will be signed by the member of the Board of
Managers who issues the notice.

         f).- Except as established in sub-paragraph g) which follows this
article, notices of shareholders meetings shall be performed at least fifteen
calendar days prior to the date of the meeting through personal delivery or by
telex or facsimile, delivery by courier or any other means which ensures that it
will be received at the latest address or telex or facsimile number that said
persons have advised in writing to the Corporation's Board of Managers. It is
understood that those shareholders whose addresses are abroad may send to the
Board of Managers a second address or telex or facsimile number in the Mexican
Republic, to which a copy of the notice shall be sent.

         g).- Any Shareholders Meeting can be held without the need of prior
notification if the shareholders of the total amount of shares with voting
rights are present or represented at said Meeting at voting time;

                                       16

<PAGE>

         h).- Except in the case where express judicial order exists
contrariwise, only those physical or legal persons whose names are recorded in
the special shareholders' book shall be recognized as shareholders of the
corporation, with the purpose of attending any Shareholders Meeting, and said
record shall suffice to allow said persons admittance to the Meeting.

         i).- The Chairman of the Board of Managers shall preside over all
shareholders meetings. Additionally, the Secretary of the Board of Managers
shall act as Secretary at all shareholders meetings. Absences of the Chairman
and Secretary of the Board of Managers shall be filled in by any of the
Substitute Board Members designated by the same series that designated them.
Failing this, by the person or persons who, by a simple majority of votes
designate the shareholders who are present or represented at the meeting.

         j).- The person who presides over a Shareholders Meeting shall appoint
one or more scrutineers who will be charged with counting the shares and the
proportion that each one covers in the capital stock, as well as the number of
votes that each shareholder has the right to cast.

         k).- So that a quorum exists at a Shareholders Meeting held pursuant to
a first notification, the majority of subscribed and paid capital stock must be
present or represented at said meeting, but in any case, in that majority
Sub-Series A hyphen one shareholders and Sub-Series B hyphen one shareholders
must be present or represented.

         At a second or subsequent notification for the same meeting, a quorum
will exist and the meeting will be declared as legally convened, if the majority
of the issued shares which comprise the capital stock are present or
represented. In no event can resolutions relating to any of the matters that are
described in Article Fifteen of these bylaws be adopted without the favorable
vote of the total number of Sub-Series A hyphen one shareholders and Sub-Series
B hyphen one shareholders.

         l).- Once it has been verified that the required quorum does exist, the
person who is presiding shall declare that the meeting is legally convened.
Additional matters can be added to the Agenda of a meeting only if it has been
approved by one hundred percent of the shareholders of wholly subscribed and
paid shares of capital stock.

         m).- The shareholders shall have the right to cast a vote for each paid
ONE HUNDRED PESOS, ZERO ZERO SLASH ONE HUNDRED, LEGAL CURRENCY, that covers his
or her share, at any Shareholders Meeting or in any Shareholder resolution for
which no meeting is required.

         n).- Except as provided in these bylaws, resolutions from legally
convened Shareholders Meetings shall be valid when they have been adopted by the
majority of the votes of shareholders who are present or represented. Any
resolution related to matters included in Article Fifteen of these bylaws will
be valid only if it is adopted by a favorable vote of all Sub-Series A hyphen
one and Sub-Series B hyphen one shareholders.

         o).- All resolutions related to any of the matters to which Article
Fifteen of these bylaws refers, as well as any other resolution which by law
falls to the Shareholders Meeting, adopted by a unanimous vote of the
shareholders, outside of the Meeting, shall be valid and hold the same force and
legal effects as a resolution that has been adopted at a Shareholders Meeting,
which shall be subject to written confirmation of the Shareholders. The
individual presenting a resolution, which would otherwise require holding a
Shareholders Meeting, will send the text of the proposed resolution in writing
to each of the shareholders, for their approval. Said text must be delivered to
each one of the shareholders under the same terms established for notices of
Shareholders Meetings. The document which contains written confirmation of each
of the shareholders must be sent to the Chairman or the Secretary of the Board
of Managers of the Corporation, who shall transcribe the respective resolutions
in the pertinent minutes book and will certify that said resolutions were
adopted pursuant to this Article Sixteen. If the Corporation does not receive a
written vote from a member within the thirty natural days following delivery or
sending of said text he or she will be deemed as having voted against the
proposed resolution. All costs incurred in sending the text of proposed
resolutions and of shareholders voting will be taken on by the Corporation. In
every case, the provisions of the second paragraph of Article eighty-two of the
General Law of Mercantile Corporations shall be applied.

                                       17

<PAGE>

         p).- Minutes for each shareholders meeting shall be prepared as well as
for each resolution of shareholders not requiring a meeting, which shall be duly
transcribed in the minutes book, which will be signed by at least the Chairman
and the Secretary of the meeting or by the Board of Managers. If for any reason
a duly convened shareholders meeting were not held, this fact and the reason why
it was not held shall be written in the minutes book.

                                   CHAPTER V
                            CORPORATE ADMINISTRATION

         ARTICLE SEVENTEEN

         a).- Except for those matters that by law are expressly reserved to the
shareholders meeting, the Board of Managers shall be in charge of corporate
administration, which shall have the necessary authority so as to carry out
actions that are in compliance with corporate purposes.

         b).- The corporation's Board of Managers shall be comprised of ten
members, of which six shall be appointed by the shareholders of Sub-Series A
hyphen one shares and four shall be appointed by the shareholders of Sub-Series
B hyphen one shares.

         c).- The Board of Managers shall elect a Board Member to occupy the
position of Chairman and one Board Member to occupy the position of
Vice-Chairman. If the Chairman is designated from among the board members who
are appointed by the shareholders of Sub-Series A hyphen one shares, the
Vice-Chairman shall be elected from among the board members elected by the
shareholders of Sub-Series B hyphen one shares and vice-versa. The Board Members
may or may not be shareholders. The board members' positions shall have the
titles that are approved by the Meeting.

         d).- Up to ten substitutes can be designated, of which six shall be
appointed by Sub-Series A hyphen one shareholders, and four shall be designated
by Sub-Series B hyphen one shareholders. The Substitute Board Members will take
up their functions to substitute for the absences of any of the Statutory Board
Members designated by the same Sub-Series of shares that designated them.

         e).- Additionally, the Board of Managers shall elect a Secretary from
among its own members, a Substitute Secretary and a Pro-Secretary. In any case,
the Secretary as well as the Substitute Secretary must be designated by the same
Sub-Series of board members that had elected the Vice-Chairman.

         Designation of the Pro-Secretary will be made from among the same board
members belonging to the Sub-Series that corresponds to the Chairman of said
body.

         Absences of the Secretary at meetings or at sessions of the Board of
Managers shall be substituted by the Substitute Secretary and, only in the event
he or she is absent, by the Pro-Secretary of the Board of Managers.

         f).- All Board Members shall remain in their positions until their
respective successors have been elected and take up their positions in
accordance with the terms of these corporate bylaws.

         g).- Any board member may be removed from his position at any time,
with or without just cause by a resolution at a shareholders meeting, wherein an
affirmative vote by those shareholders who belong to the Sub-Series that had
appointed him or her is indispensable;

         h).- Except for an agreement by the Shareholders Meeting which is
contrary, adopted pursuant to Article Fifteen of these bylaws, no Board Member
shall have the right to receive any type of payment or

                                       18

<PAGE>

compensation from the corporation, including consulting fees or any other
compensation which stems from their participation in the Board of Managers or in
carrying out their functions.

         i).- The Chairman of the Board will take care that these bylaws and
corporate regulations are complied with, as well as due execution of resolutions
adopted by the meeting or the board itself. The Chairman shall not have a
casting vote in the event of a tie.

         j).- The Secretary, the Pro-Secretary and the Substitute Secretary of
the Board of Managers, as well as the special managers, those to whom the Board
of Managers agrees to grant powers pursuant to Article Twenty-One, shall hold
legal representation of the Board of Managers before any physical or legal
person, or before all kinds of authorities of any order and degree, whether
municipal, state or federal, fiscal, judicial, civil, criminal, administrative,
labor or any other kind, in all conflicts, arbitration and trials to which the
corporation is a party and they will enjoy the authority that is mentioned in
article nineteen of these bylaws. Consequently, the Chairman and the remaining
members of the board of managers are not authorized to represent the board or
the corporation in any conflict, arbitration or trial to which the corporation
is a party.

         ARTICLE EIGHTEEN.

         The Board of Managers shall have the most extensive powers so as to
enter into all contracts and carry out all actions and operations that by law or
under these bylaws are not reserved exclusively to the shareholders meeting, to
administrate and direct the corporation's affairs, to comply with the
corporation's corporate purposes and to legally represent the corporation before
any judicial, criminal, labor or administrative person or authority, whether
federal, state or municipal, with as much authority as allowed by law, including
without limitation, those mentioned in the following points, except for powers
delegated to the Secretary, the Pro-Secretary and the Substitute Secretary and
to the special managers and which are cited in article nineteen of these bylaws:

         a. Administrate the corporate businesses and goods, with extensive
power of administration pursuant to the terms of article two thousand five
hundred fifty-four, second paragraph, of the Civil Code for the Federal District
or those correlated in the place where being exercised;

         b. Exercise acts of ownership with regards to the corporation's movable
and immovable goods or of its real or personal property rights, pursuant to the
terms mentioned in paragraph three of article two thousand five hundred
fifty-four of the Civil Code for the Federal District or those correlated in the
place where being exercised.

         c. Administrate the corporation's businesses and its movable and
immovable goods, with general power for litigation and collections, with all
general powers and even special powers that due to law require a special power
or clause, pursuant to the terms mentioned in first paragraph of article two
thousand five hundred fifty-four and two thousand five hundred eighty-seven,
except for the power mentioned in its fraction IV, of the CIVIL CODE in force
for this Federal District and those correlated in the remaining States of the
Mexican Republic or abroad where exercised, for which it shall represent the
corporation before any physical or legal person, or before all kinds of
authorities of any order and degree, whether municipal, state or federal,
fiscal, judicial, civil, criminal, administrative, or any other kind, before all
conciliatory boards and conciliatory and arbitration boards, whether federal or
local and all other labor authorities and before arbitrators.

         d. File complaints, lawsuits and criminal accusations and grant the
pardon to which article ninety-three of the PENAL CODE refers, in effect for the
Federal District and those

                                       19

<PAGE>

correlated in the remaining States of the Mexican Republic where exercised,
contribute as a civil party with the Attorney General's office, as well as
demand remedy for damages occurring from crimes.

         e. Intent and desist from all kinds of trials, challenges, incidents,
resources and ordinary and special appeals, actions and proceedings whether
civil, mercantile, criminal, administrative, contentious and labor-related,
including promoting or desisting from restraining orders.

         f. Make assignment of goods, compromise, receive payments, present
positions, and make bids and higher bids at auctions, compromise in arbitration.

         g. Draw, accept, endorse, grant and back, or in any other way subscribe
credit instruments, pursuant to provisions in Article Nine of the General
Securities and Credit Operations Act.

         h. Contract or confer loans, granting and receiving pertinent
guarantees; issue obligations with or without specific guarantee, accept, draw,
endorse and back all kinds of credit instruments and grant bonds or guarantees
of all kinds, with regards to obligations contracted by the corporation or
regarding securities issued and accepted by third parties.

         i. Contribute movable and immovable goods to other corporations and
subscribe stocks or take participation or shares in other corporations.

         j. Appoint and remove directors, officials and attorneys whenever
necessary in order to give due attention to corporate affairs, pointing out what
their functions, duties and compensation will be.

         k. Grant and revoke powers which are deemed advisable, with or without
substitution rights, being able to grant in same the authorities that these
bylaws confer upon the Board of Managers in its case, [illegible] its exercise.

         l. Make decisions regarding all matters regarding acquisition or sale
of stocks, bonds and securities by the corporation, regarding the corporation's
participation in other companies or corporations and regarding acquisition,
construction or sale of property.

         m. Execute agreements made at meetings, delegate their functions to one
or several of the board members, corporate officials or attorneys that to such
effect are designated, for them to exercise these functions in the business or
businesses and under the terms and conditions that said Board indicates.

         n. Determine expenditures.

         o. Publish financial statements.

         p. Convene meetings.

         q. In general, carry out whatever actions and operations are necessary
or advisable for the corporation's purposes, with the exception of those which
are expressly reserved by Law or by these bylaws to the general meeting.

         The general meeting can limit or regulate said powers. No member of the
Board of Managers can exercise, jointly or separately, any of the powers that
are listed in this article, except when expressly authorized by the Board of
Managers or the Shareholder's Meeting.

         ARTICLE TWENTY

         a).- The Board of Managers shall meet at the Corporation's headquarters
or at any other place as determined by the Board of Managers, at least once a
year. The meetings may be called by the Chairman or Vice-Chairman of the Board
of Managers.

         b).- Calls to the meeting shall be notified by certified mail,
facsimile with acknowledgement of receipt, delivery by messenger or courier, or
by any other means which ensures that same will be received, to the address or
telex or facsimile number that the Board Members have advised in writing to this
effect, at least ten natural days prior to the meeting date and will contain the
agenda, the date, place, time of the meeting, and must be signed by the one
making them. The board members whose addresses are abroad can

                                       20

<PAGE>

provide a second address or telex or facsimile number in the Mexican Republic,
to which a copy of the call to meeting will be sent.

         c).- When all members of the Board of Managers are present and in
agreement with the day's agenda, it will not be necessary to go through all
formalities for notifying that the meeting will be held as referred to in the
foregoing paragraph.

         d).- Meetings of the Board of Managers will take into consideration and
adopt resolutions only with regards to matters that are indicated on the day's
Agenda. At the first call for meeting, matters may be included in the day's
Agenda upon request by any of the board members, provided that said inclusion is
unanimously approved by all board members who are present, at a second or
subsequent call to meeting, the day's Agenda for the first call to meeting
cannot be modified.

         e).- Quorum will exist at any session of the Board of Managers which
meets as a consequence of a first call to meeting, when the majority of its
members are gathered, and provided that at least two board members who are
designated by Sub-Series A hyphen ONE shareholders and two board members who are
designated by Sub-Series B hyphen ONE are present. In the event of a second or
subsequent call to meeting, quorum will exist and the session will be declared
legally installed if the majority of the board members are present.

         f).- Each board member shall have the right to one vote and the
Chairman shall not have a casting vote in the event of a tie.

         g).- Resolutions of the Board of Managers will be valid if they are
adopted by a favorable vote of at least the majority of board members who are
present at the session. In the event of a tie for any of the matters mentioned
in this article Twenty, the respective matter will be resolved pursuant to what
is provided in Article Thirty of these bylaws.

         h).- However, a favorable vote of at least two Board Members who are
designated by Sub-Series A hyphen ONE shareholders and two board members who are
designated by Sub-Series B hyphen ONE shareholders will be required in order for
the resolutions that are adopted by the Board of Managers to be deemed validly
adopted, with regards to the matters referred to in Article Twenty-One, whether
they correspond to the Corporation or to any of its subsidiaries.

         i).- Any resolution that is adopted by a unanimous vote of the members
of the Board of Managers shall be valid even if it were adopted outside of said
body's session, subject to written confirmation by the Board Members.

         ARTICLE TWENTY-ONE

         When the Board of Managers is called to meet to deliberate regarding
any of the matters that are listed hereunder, in order for the agreements to be
valid, a favorable vote of at least two board members who have been appointed by
Sub-Series A hyphen ONE shareholders and two board members who are designated by
Sub-Series B hyphen ONE shareholders is required, regardless of which call to
meeting is involved:

         ONE. Appoint and remove the Corporation's General Executive Director,
indicating what his or her powers, duties and compensation are to be. The
General Executive Director will be the highest-ranking official who will be in
charge of the Corporation's day-to-day operations and administration, as well as
those of its subsidiaries. The General Executive Director shall be responsible
before the Board of Managers and shareholders meeting for drawing-up and
adequately applying the annual budget and the business plan. Said official will
be appointed as proposed by the shareholders of Sub-Series A hyphen ONE shares,
and the appointment will be subject to the approval by the shareholders of
Sub-Series B hyphen ONE shares.

                                       21

<PAGE>

Shareholders of Sub-Series A hyphen ONE and B hyphen ONE shares may, through
mutual agreement, demand the removal of the General Executive Director, and the
shareholders of Sub-Series A hyphen ONE shares, as well as the shareholders of
Sub-Series B hyphen ONE shares, can, with just cause, demand the removal of the
Corporation's General Executive Director and the Board of Managers will be
subject to and will be bound to adopt the pertinent resolution arising from the
said shareholders' decision.

         TWO. Appoint and remove the Corporation's Executive Director of
Finances and Administration, indicating what his or her powers, duties and
compensation are to be. The Executive Director of Finances and Administration
will be the highest-ranking official with regards to the Corporation's financial
operations, and will be directly responsible for applying the annual budget, the
Corporation's finances and treasury, as well as those of its subsidiaries. The
Executive Director of Finances and Administration shall be responsible before
the Board of Managers and shareholders meeting for drawing-up and adequately
applying the annual budget and the business plan. Said official will be
appointed as proposed by the shareholders of Sub-Series A hyphen ONE shares, and
the appointment will be subject to the approval by the shareholders of
Sub-Series B hyphen ONE shares. Shareholders of Sub-Series A hyphen ONE and B
hyphen ONE shares may, through mutual agreement, demand the removal of the
Executive Director of Finances and Administration, and the shareholders of
Sub-Series A hyphen ONE shares, as well as the shareholders of Sub-Series B
hyphen ONE shares, can, with just cause, demand the removal of the Corporation's
Executive Director of Finances and Administration and the Board of Managers will
be subject to and will be bound to adopt the pertinent resolution arising from
the said shareholders' decision.

         THREE. Selection of local distributors and the contract terms for said
distributors, or the approval of a general scheme of distribution, and any
modifications to same aside from: (i) matters contained in the Annual Budget and
(ii) day-to-day operating decisions considered by the Board as the
responsibility of the General Executive Director's administration.

         FOUR. Approval of pricing, composition of service packages; as well as
any other matter that is considered to be of great importance with regards to
programming subscription services and with regards to channels that are
transmitted through public telecommunications networks to provide restricted
television services via satellite, (i) that are provided in the Annual Budget,
(ii) that in the opinion of the Board of Managers are considered to be normal
operating decisions, within the realm of the General Executive Director's powers
and (iii) with regards to programming, as may be approved by the Board of
Managers or the Board's Committee pursuant to this Article Twenty-One or in
accordance with what is agreed upon by shareholders of Sub-Series A hyphen ONE
and of Sub-Series B hyphen One shares, in any other instrument.

         FIVE. Entering into any contract, (i) whose validity is greater than
three years, or (ii) whose total estimated amount to be paid by the Corporation
or by any of its subsidiaries exceeds the amount of One Million dollars, legal
tender of the United States of America, "or its equivalent in legal currency,"
except for: (x) those contracts which are deemed by the Board to be of normal
business dealings; (y) those provided or approved in any Annual Budget; or (z)
with regards to programming, which are approved by the Board of Managers or by a
Committee of said body, pursuant to this Article Twenty-One, or in accordance
with what is provided by any other contract entered into between the Sub-Series
A hyphen ONE shareholders and the Sub-Series B hyphen ONE shareholders.

                                       22

<PAGE>

SIX. (i) Contract for credits or take out loans on behalf of the Corporation, or
on behalf of any of its subsidiaries, including without any limitation, granting
any guarantee for the loan's disposal, as well as releasing, accepting,
endorsing, granting, guaranteeing or in any other way subscribing credit
instruments in accordance with article nine of the General Securities and Credit
Operations Act, (ii) granting loans by the corporation or by any of its
subsidiaries, or (iii) imposing or consent regarding any lien on the
corporation's assets or assets of any of its subsidiaries, except for
contracting credit, granting loans or creation of or consent to any lien that
has been (x) provided in the Annual Budget or (y), which in an action or a
series of related actions, do not exceed One million dollars zero zero slash one
hundred, legal tender of the United States of America, or its equivalent in
Legal Currency.

         SEVEN. Sale or transmission of any instrument, from the corporation's
assets or from the assets of any of its subsidiaries, aside from (i) sales which
are deemed by the Board to be in the normal course of corporate businesses, (ii)
sales which have been provided in any Annual Budget or (iii) sales of obsolete
equipment or assets which collectively do not exceed the amount of One hundred
thousand dollars zero zero slash one hundred, legal tender of the United States
of America, or its equivalent in Legal Currency.

         EIGHT. Purchase, lease or acquisition of assets, which in a single
operation or as a result of a series of transactions, cause the corporation to
disburse a collective amount that exceeds One million dollars zero zero slash
one hundred, legal tender of the United States of America, or its equivalent in
Legal Currency, with the exception of: acquisitions that had been considered in
the Annual Budget.

         NINE. Acquisition, investment, merge or co-investment with any
corporation or entity, that is not a wholly-owned subsidiary of the Corporation
whether it be through the corporation itself or through any of its subsidiaries,
except as provided in the Annual Budget;

         TEN. Initiate or file lawsuits, trials, actions, proceedings,
litigations, including disagreements of a fiscal nature, by the corporation as
well as by any of its subsidiaries, as well as determinations regarding any
conciliation or settlement, when the amount involved is greater than One hundred
thousand dollars zero zero slash one hundred, legal tender of the United States
of America, or its equivalent in Legal Currency.

         ELEVEN. Designating or dismissing the corporation's outside auditors,
as well as adopting or modifying any accounting principle or fiscal practice
that is substantial in nature whether by the Corporation or by any of its
subsidiaries; except for any designation, dismissal, adoption or modification
that is made in a temporary way by the controlling corporation of the
shareholders of Sub-Series A hyphen ONE shares.

         TWELVE. (i) Approval of the corporation's legal advisers and/or those
of any of its subsidiaries, proposed by the General Executive Director, prior to
his or her designation and (ii) dismissal of the corporation's legal advisers
and/or those of any of its subsidiaries. The General Executive Director shall
also have the power to dismiss the corporation's legal advisers or those of any
of its subsidiaries.

         THIRTEEN. Make any decision with regards to any liquidation, settlement
or disagreement stemming from an adjustment from the corporation's fiscal
auditor or of any of its subsidiaries, that involves an amount that is greater
than One hundred thousand dollars zero zero slash one hundred, legal tender of
the United States of America, or its equivalent in Legal Currency.

         FOURTEEN. Approval of the corporation's main headquarters location and
that of all of its subsidiaries.

         FIFTEEN. Entering into contracts or business dealings between the
corporation or any of its subsidiaries with any of the Corporation's or any of
its subsidiaries' shareholders, except as established in the Annual Budget and
with regards to programming, except what is approved by the Board of Managers or

                                       23

<PAGE>

the Committee thereof, in accordance with this Article Twenty-One or with what
is provided in any contract entered into among shareholders of Sub-Series A
hyphen ONE and B hyphen ONE shares.

         SIXTEEN. Approval of all decisions regarding any of the matters
established in article Fifteen of these bylaws related to any of the
Corporation's subsidiaries.

         SEVENTEEN. Approve the Business Plan and any substantial modification
of same ("Business Plan" means the initial business plan and the Corporation's
projects that have been approved by the shareholders, as well as all
modifications of the plan that are approved pursuant to this Article Twenty-One
of the bylaws.

         EIGHTEEN. Approval of the Annual Budget and all modifications of same
("Annual Budget" means the Corporation's initial annual budget, comprised in the
Business Plan and every subsequent annual budget that is approved pursuant to
this article twenty-one, or what is contemplated in any contract entered into
between the Sub-Series A hyphen ONE and the Sub-Series B hyphen ONE
shareholders);

         NINETEEN. Approval of waiver or modification of any clause of
substantial importance of any contract that requires the Board's approval
pursuant to this Article.

         TWENTY. Incorporation, formation, acquisition or organization of
subsidiaries or co-investments by the corporation or by any of its subsidiaries.

         TWENTY-ONE. The resolution to file a lawsuit before a competent Judge
requesting bankruptcy or discontinuance of the corporation's payments or those
of any of its subsidiaries.

         TWENTY-TWO. Granting or revoking powers; and

         TWENTY-THREE. Entering into any consulting contract or series of
contracts, whether they be oral or written, that (i) are not entered into with a
third party at market value, (ii) have a duration of more than one year or (iii)
establish (or in accordance with their terms could result in) expenditures by
the corporation or by any of its subsidiaries in an amount that collectively
exceeds the amount of Two hundred fifty thousand dollars zero zero slash one
hundred, legal tender of the United States of America, or its equivalent in
Legal Currency.

         VIII.- With deed number Fifty-one thousand seventy-nine, granted before
me on the twenty second day of December, nineteen ninety eight, which first
certificate was registered in the Mercantile Folio number Two hundred thirteen
thousand two hundred twenty-three of the Public Registry of Property and
Commerce of the Federal District, by which the General Shareholders Meeting of
"INNOVA," A LIMITED LIABILITY CORPORATION WITH VARIABLE CAPITAL was entered into
the record, which meeting was held in this city, at nine a.m. on the seventeenth
day of July, nineteen ninety eight, at which, among other agreements made, it
was agreed upon to INCREASE the CAPITAL STOCK in its VARIABLE PART to the amount
of FIVE THOUSAND ONE HUNDRED SEVENTY TWO MILLION TWO HUNDRED FIFTY THOUSAND
PESOS, LEGAL CURRENCY. Taking into consideration the fact that the minimum or
fixed capital is EIGHT HUNDRED TWENTY SEVEN MILLION SEVEN HUNDRED FIFTY THOUSAND
PESOS, LEGAL CURRENCY, the capital stock increased to the amount of SIX BILLION
PESOS, LEGAL CURRENCY.

         IX.- With the resolutions that have been entered into the record.

         The person appearing states, under protest to tell the truth, that the
company being represented enjoys legal capability and that the powers enjoyed
have not been revoked nor limited in any way, that what is stated in the
resolutions that are being entered into the record faithfully agree with
reality, that the signatures that appear next to the resolutions that are being
entered into the record are authentic and belong to the individuals to whom they
are attributed, and that the provisions of the Foreign Investment Act and its
Regulations have been complied with.

         RELEVANT PARTICULARS.- The person appearing manifested that she holds
Mexican nationality, through birth, as her parents' nationality, which she still
holds, native of this city, where she was born on the thirtieth day of July,
nineteen fifty seven, married, Executive located at Avenida Vasco de

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Quiroga number two thousand, Building A, third floor, Colonia Zedec Santa Fe,
Alvaro Obregon Delegation, postal code zero one thousand two hundred ten, in
this Federal District.

         I THE NOTARY PUBLIC ATTEST: I.- That I know the person appearing and
that in my judgment she holds legal capability to make contracts and be bound,
since there is nothing to indicate otherwise; II.- That with regards to
[illegible] insert faithfully agrees with the original documents that I have
seen and to which I refer; III.- That I have no indication whatsoever that the
document entered into the record is false; IV.- That I advised the person
appearing of the right she has to personally read the deed, and to have its
content explained by the undersigned notary public; V.- That I ILLUSTRATED, READ
AND EXPLAINED this deed to the person appearing, who being made aware of its
value, the legal consequences and scope of its content, manifested her agreement
and full understanding of same, signing in witness thereof on the thirteenth day
of the month in which it was granted.- Whereupon I DEFINITIVELY AUTHORIZE this
deed which complies with all legal requirements.

         MRS. MARIA AZUCENA DOMINGUEZ COBIAN.- (SIGNED).
         RAFAEL MANUEL OLIVEROS LARA, ESQ.- (SIGNED).
         THE SEAL OF AUTHORIZATION.

                 "ARTICLE TWO THOUSAND FIVE HUNDRED FIFTY-FOUR"

         In the case of all general powers for Lawsuits and Collections, it will
suffice to say that they are granted with all general and special powers that
require a special clause pursuant to the Law, so they may be deemed to be
conferred without any limitations whatsoever.

         In the case of general powers for administering property, it will
suffice to say that they are granted with this purpose so that the legal
representative will have all kinds of administrative powers.

         In the case of general powers to exercise acts of ownership, it will
suffice that they are granted with this purpose so that the legal representative
will have all ownership powers, with regards to property as well as to carry out
all kinds of actions, so as to defend them.

         When the powers of the legal representatives in the three
aforementioned cases are to be limited, said limitations shall be written, or
the powers shall be special.

         Notary publics shall insert this article in the certificate section of
powers they grant.

THIS IS THE THIRD CERTIFICATE OF THE ORIGINAL THAT IS ISSUED FOR "INNOVA" A
LIMITED LIABILITY CORPORATION WITH VARIABLE CAPITAL, IN ORDER TO ATTEST TO THE
FACT THAT THE RESOLUTIONS ADOPTED BY UNANIMOUS VOTE OUTSIDE THE SHAREHOLDERS
ASSEMBLY OF THE MENTIONED CORPORATION HAVE BEEN ENTERED INTO THE RECORD, AND
THAT THEY ARE CONTAINED HEREIN.- IT IS COMPARED AND CORRECTED IN TWENTY-FIVE
USEFUL PAGES, PURSUANT TO THE LAW.- IN MEXICO CITY, ON JUNE THIRTEENTH OF THE
YEAR TWO THOUSAND TWO.- I ATTEST.

DOCUMENT No. 55,871
BOOK No. 1,151

[LIC. RAFAEL MANUEL OLIVEROS LARA NOTARY PUBLIC DISTRICT MEXICO UNITED MEXICAN
STATES SEAL]

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