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                              EX-2.B
                              1996 Share Conversion Agreement



                         1996 SHARE CONVERSION AGREEMENT

            AGREEMENT entered into this 27th day of December, 1996 among (i) 
Bell Atlantic Latin America Holdings, Inc., a Delaware corporation with its 
principal office located at 1310 North Court House Road, Arlington, Virginia 
22201 ("BALAH"), (ii) Ing. Alejo Peralta y Diaz Ceballos, a Mexican citizen 
whose business address is Montes Urales No. 460, 4th Floor, Col. Lomas de 
Chapultepec, Mexico, D.F. 11000 ("Alejo Peralta"), (iii) Ing. Carlos Peralta 
Quintero, a Mexican citizen whose business address is Montes Urales No. 460, 
4th Floor, Col. Lomas de Chapultepec, Mexico, D.F. 11000 ("Carlos Peralta"), 
(iv) Iusa Grupo Comunicaciones, S.A. de C.V. (formerly known as Grupo 
Industrial Iusa, S.A. de C.V.), a Mexican corporation with its principal 
office located at Montes Urales No. 460, 4th Floor, Col. Lomas de 
Chapultepec, Mexico, D.F. 11000 ("Grupo Iusa"), (v) Langness Investments 
Limited, an Isle of Man corporation with its principal office located at St. 
James Chambers, Athol Street, Douglas, Isle of Man ("Langness"), (vi) FIUSA 
Pasteje, S.A. de C.V., a Mexican corporation with its principal office 
located at Montes Urales No. 460, 4th Floor, Col. Lomas de Chapultepec, 
Mexico, D.F. 11000 ("FIUSA", and, together with Alejo Peralta, Carlos 
Peralta, Grupo Iusa and Langness, the "Peralta Group"), and (vii) Grupo 
Iusacell, S.A. de C.V., a Mexican corporation with its principal office 
located at Montes Urales No. 460, 3rd Floor, Col. Lomas de Chapultepec, 
Mexico, D.F. 11000 ("Grupo Iusacell"). Capitalized terms used herein shall 
have the meanings ascribed to them or referenced in Section 1.1 hereof.

                              W I T N E S S E T H:

            WHEREAS, the Peralta Group owns, beneficially and of record, 
428,575,540 Series A Shares, 9,859,110 Series D Shares and 27,834,000 Series 
L Shares of Grupo Iusacell (collectively, the "Current Peralta Group 
Shares"); and

            WHEREAS, BALAH owns, beneficially and of record, 205,562,450 
Series B Shares, 166,769,760 Series D Shares and 38,792,690 Series L Shares 
of Grupo Iusacell; and

            WHEREAS, under the Current Estatutos and the Original 
Shareholders Agreement, the shareholders of Grupo Iusacell have the right to 
elect seventeen (17) members of the Board of Directors, with the Peralta 
Group currently having the beneficial ownership of voting Shares of Grupo 
Iusacell that empowers it to elect nine (9) Series A Directors and BALAH 
having the beneficial ownership of voting Shares of Grupo Iusacell that 
empowers it to elect five (5) Series B Directors and two (2) Series D 
Directors; and

            WHEREAS, subject to the terms and conditions of this Agreement, 
BALAH seeks to have, and the Peralta Group and Grupo Iusacell desire that 
BALAH have, the beneficial ownership of a sufficient number of Series A 
Shares of Grupo 

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Iusacell to ensure that BALAH will have the right and power to elect a 
majority of the members of the Board of Directors, including, without 
limitation, the Series A Directors and Series B Directors, and, subject to 
certain supermajority rights to be held by the Peralta Group, thereby have 
management control over Grupo Iusacell; and

            WHEREAS, subject to the terms and conditions of this Agreement, 
each of the Peralta Group and Grupo Iusacell agrees to take all action 
reasonably necessary to enable BALAH to have the beneficial ownership of a 
sufficient number of Series A Shares of Grupo Iusacell to ensure that BALAH 
will have the right and power to elect a majority of the members of the Board 
of Directors, including, without limitation, the Series A Directors and 
Series B Directors and, subject to certain supermajority rights to be held by 
the Peralta Group, thereby have management control over Grupo Iusacell; and

            WHEREAS, subject to the terms and conditions of this Agreement, 
FIUSA seeks to convert a direct loan to Grupo Iusacell into Series D Shares 
and BALAH or an Affiliate of BALAH designated by BALAH seeks to acquire a 
direct loan made to Grupo Iusacell by Chase Manhattan Bank, N.A. supported by 
such Affiliate's or another Affiliate's contingent purchase obligation and 
convert the loan into Series A Shares, and Grupo Iusacell desires that FIUSA 
and BALAH or such BALAH Affiliate convert such loans into Series D Shares and 
Series A Shares, respectively; and

            WHEREAS, subject to the terms and conditions of this Agreement, 
BALAH (or one or more Affiliates of BALAH designated by BALAH) and the 
Peralta Group seek to provide pre-Closing short-term financing to Grupo 
Iusacell, and BALAH (or one or more Affiliates of BALAH designated by BALAH) 
seeks to provide post-Closing medium-term financing to Grupo Iusacell, and 
Grupo Iusacell desires to accept and receive such financing.

            NOW, THEREFORE, in consideration of the mutual covenants set 
forth herein, and for other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby agree 
as follows:

                             Article I: Definitions

      1.1 Defined Terms. Capitalized terms used herein and not otherwise 
defined herein shall have the meanings ascribed to such terms or referenced 
in the New Shareholders Agreement. In addition, when used in this Agreement, 
the following terms shall have the meanings set forth for them below:

            "ACISA" means Administracion y Control de Industrias, S.A. de 
C.V., a Mexican corporation and an Affiliate of the Peralta Group.

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            "Agreement" means this 1996 Share Conversion Agreement, as the 
same may be amended, modified and supplemented from time to time in 
accordance with the terms hereof.

            "BAFSI" means Bell Atlantic Financial Services, Inc., a Delaware 
corporation and an Affiliate of BALAH.

            "BALAH/Peralta Group Trust" means that certain trust dated as of 
November 30, 1993 created by agreement by and among Grupo Iusacell, BALAH, 
Alejo Peralta, Carlos Peralta, Grupo Iusa and Banco del Atlantico, S.A., 
institucion de banca multiple, Grupo Financiero GBM - Atlantico, as trustee.

            "BALAH/Peralta Group Trustee" means Banco del Atlantico, S.A., 
institucion de banca multiple, Grupo Financiero GBM - Atlantico, as trustee 
of the BALAH/Peralta Group Trust.

            "CNBV" means Mexico's Comision Nacional Bancaria y de Valores.

            "Current Estatutos" means the estatutos sociales of Grupo 
Iusacell as in effect as of the date of this Agreement.

            "Estatutos" means the estatutos sociales of Grupo Iusacell as in 
effect from time to time.

            "Federal Competition Commission" means Mexico's Comision Federal 
de Competencia.

            "Foreign Investment Commission" means Mexico's Comision Nacional 
de Inversiones Extranjeras.

            "New Estatutos" means the estatutos sociales of Grupo Iusacell in 
the form of Annex A, as may be amended from time to time.

            "New Shareholders Agreement" means that certain shareholders 
agreement in the form of Annex B, as may be amended from time to time.

            "Original Shareholders Agreement" means that certain shareholders 
agreement dated as of November 30, 1993 by and among Grupo Iusacell, BALAH, 
Alejo Peralta, Carlos Peralta and Grupo Iusa.

            "Peralta Group Shares" means the Current Peralta Group Shares, 
the FIUSA Conversion Shares and the Peralta Group Interim Financing 
Conversion Shares.

            "SCT" means Mexico's Secretaria de Comunicaciones y Transportes.

<PAGE>

            "Series A Directors" means those members of the Board of 
Directors who, pursuant to the Estatutos or the Shareholders Agreement, are 
nominated and elected by the beneficial owners of the Series A Shares; 
provided, however, that such term does not include the Series B Directors, 
the Series D Directors or the Series L Director.

            "Series B Directors" means those members of the Board of 
Directors who, pursuant to the Estatutos or the Shareholders Agreement, are 
nominated and elected by the beneficial owners of the Series B Shares; 
provided, however, that such term does not include the Series A Directors, 
the Series D Directors or the Series L Director.

            "Series D Directors" means those members of the Board of 
Directors who, pursuant to the Estatutos or the Shareholders Agreement, are 
nominated and elected by the beneficial owners of Series D Shares; provided, 
however, that such term does not include the Series A Directors, the Series B 
Directors or the Series L Director.

            "Series L Director" means that member of the Board of Directors 
who, pursuant to the Estatutos or the Shareholders Agreement, is nominated 
and elected by the beneficial owners of Series L Shares; provided, however, 
that such term does not include the Series A Directors, the Series B 
Directors or the Series D Directors.

            "Share Purchase Agreement" means that certain Share Purchase 
Agreement dated October 10, 1993 by and among Grupo Iusacell, BALAH, Alejo 
Peralta, Carlos Peralta and Langness.

            "Shareholders Agreement" means the Original Shareholders 
Agreement or the New Shareholders Agreement, as may be in effect from time to 
time.

            "Shares" means, as the context may require, the Series A Shares, 
Series B Shares, Series D Shares and/or the Series L Shares.

            "SOS" means SOS Telecomunicaciones, S.A. de C.V., a Mexican 
corporation and a Subsidiary of Grupo Iusacell.

            "Subordinated Chase Note" means that certain subordinated 
promissory note dated August 29, 1996 issued by Grupo Iusacell to Chase 
Manhattan Bank, N.A.

            "Subordinated FIUSA Note" means that certain subordinated 
promissory note dated August 29, 1996 issued by Grupo Iusacell to FIUSA.

            "Three Way Agreements" means the Agreement dated as of April 6,

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1995 by and among BAFSI, ACISA and Grupo Iusacell, as amended, and the 
Agreement dated as of August 29, 1996 by and among BAFSI, FIUSA and Grupo 
Iusacell.

<PAGE>

      Furthermore, the definitions for the capitalized terms set forth below 
are found in the sections of this Agreement identified immediately to the 
right of such terms:

                        Term                                      Section
                        ----                                      -------

            Alejo Peralta                                         Preamble
            BALAH                                                 Preamble
            BEL Interim Financing Conversion Shares               2.1(a)(vi)
            Carlos Peralta                                        Preamble
            Chase Conversion Shares                               2.1(a)(iii)
            Claims                                                6.2
            Closing                                               2.2
            Closing Date                                          2.2
            Convertible Debentures                                2.1(d)
            Current Peralta Group Shares                          First Recital
            FIUSA                                                 Preamble
            FIUSA Conversion Shares                               2.1(a)(iv)
            Grupo Iusa                                            Preamble
            Grupo Iusacell                                        Preamble
            Langness                                              Preamble
            Peralta Group                                         Preamble
            Peralta Group Interim Financing Conversion Shares     2.1(a)(v)
            Put Closing                                           3.1
            Second Closing                                        2.2
            Second Closing Date                                   2.2
            Section 214 Authorization                             2.1(f)

      1.2 Construction. As used in this Agreement, (i) each term defined in 
this Agreement has the meaning assigned to it, (ii) as the context may 
require, words in the singular include the plural and words in the plural 
include the singular, (iii) as the context may require, words in the 
masculine or neuter gender include the masculine, feminine and neuter 
genders, (iv) all references to Annexes refer to Annexes delivered herewith 
or attached hereto (each of which is deemed to be a part of this Agreement), 
(v) all references to Sections or Articles refer to Sections or Articles of 
this Agreement, (vi) all references to "U.S.$", "$" or "dollars" refer to 
United States dollars, and (vii) the terms "herein," "hereunder," "hereby," 
"hereto" and terms of similar import refer to this Agreement in its entirety, 
and not to any particular Article, Section, paragraph or subparagraph. No 
provision of this Agreement will be construed in favor of, or against, any of 
the parties hereto by reason of the extent to which such party or its counsel 
participated in its drafting or by reason of the extent to which this 
Agreement or any provision hereof is inconsistent with any prior draft hereof 
or thereof. All references in this Agreement to beneficial ownership of 
Shares shall be deemed to include the Shares held in the BALAH/Peralta Group 
Trust or held of record by BALAH (or any of its 

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Affiliates pursuant to Section 7.7 hereunder) or any member of the Peralta 
Group (or any of its Affiliates pursuant to Section 7.7 hereunder), and, with 
respect to all references to other Persons being a beneficial owner, the 
parties agree that such term shall be translated as "beneficiario".

            Article II: Agreements, Closing and Closing Deliveries

      2.1 Agreements. Subject to the terms and conditions of this Agreement, 
and in reliance upon the representations, warranties and agreements contained 
herein, the parties hereto hereby agree as follows:

(a) Agreement as to Certain Equity and Debt Conversions. The parties hereto 
hereby agree to effect the conversions set forth in clauses (i) and (ii) 
immediately below on the Closing Date and hereby agree to effect the 
conversions set forth in clauses (iii) through (vi) inclusive immediately 
below on the Second Closing Date:

      (i) BALAH shall convert 200,000,000 Series B Shares and 166,769,760 
Series D Shares beneficially owned by BALAH into 366,769,760 Series A Shares;

      (ii) The Peralta Group shall convert 100,000,000 Series A Shares 
beneficially owned by the Peralta Group into 100,000,000 Series D Shares;

      (iii) BALAH or an Affiliate of BALAH designated by BALAH shall convert 
the sum of the principal amount of the Subordinated Chase Note, the accrued 
interest thereon and the credit enhancement fee associated therewith pursuant 
to the Three-Way Agreements into such number of newly issued Series A Shares 
calculated by dividing such sum by 0.7 (representing a conversion price of 
U.S.$0.70 per Series A Share) (collectively, the "Chase Conversion Shares");

      (iv) FIUSA or its designee shall convert the sum of the principal 
amount of the Subordinated FIUSA Note, the accrued interest thereon and the 
credit enhancement fee associated therewith pursuant to the Three-Way 
Agreements into such number of newly issued Series A Shares and/or Series D 
Shares calculated by dividing such sum by 0.7 (representing a conversion 
price of U.S.$0.70 per Series D Share) (collectively, the "FIUSA Conversion 
Shares"); provided, however, that no Series A Shares shall be issued in 
respect of such conversion unless and until the number of Series D Shares 
issued in respect of such conversion would cause the aggregate number of 
Series D Shares issued and outstanding to exceed 19.9% of the aggregate 
number voting Shares;

      (v) The Peralta Group shall convert the sum of the principal amount of 
any pre-Closing financing provided by the Peralta Group pursuant to the third 
paragraph of Section 2.1(d) hereof and the accrued interest thereon into such 
number of newly issued Series A Shares and/or Series D Shares calculated by 
dividing such sum by 0.7 (representing a conversion price of U.S.$0.70 per 
Series 

<PAGE>


D Share) (collectively, the "Peralta Group Interim Financing Conversion 
Shares"); provided, however, that no Series A Shares shall be issued in 
respect of such conversion unless and until the number of Series D Shares 
issued in respect of such conversion would cause the aggregate number of 
Series D Shares issued and outstanding to exceed 19.9% of the aggregate 
number voting Shares;

      (vi) BALAH and/or an Affiliate of BALAH designated by BALAH, as the 
case may be, shall have the right (if BALAH and/or such Affiliate, as the 
case may be, chooses, in its sole discretion, to exercise the conversion 
option described in clause (i) of the third paragraph of Section 2.1(d) 
hereof), but not the obligation, to convert the sum of the principal amount 
of any pre-Closing financing provided by any one or both of them pursuant to 
the third paragraph of Section 2.1(d) hereof and the accrued interest thereon 
into such number of newly issued Series A Shares calculated by dividing such 
sum by 0.7 (representing a conversion price of U.S.$0.70 per Series A Share) 
(collectively, the "BEL Interim Financing Conversion Shares");

      The parties hereto hereby agree to take any and all action required or 
deemed advisable to effect the conversions specified in this Section 2.1(a), 
and BALAH and the Peralta Group hereby agree to cause Grupo Iusacell to take 
any and all action required or deemed advisable to effect such conversions. 
Without limiting the foregoing, Grupo Iusacell hereby agrees to call the 
necessary general ordinary, extraordinary, special or other meetings of the 
shareholders (or any class of shareholders) of Grupo Iusacell to approve and 
enable such conversions, and BALAH and the Peralta Group hereby agree that 
they shall vote all of their Shares at any such meeting of the shareholders 
(or any class of shareholders) of Grupo Iusacell in which they have the right 
to vote in favor of the resolutions required to approve and effect such 
conversions.

      In addition, (m) BALAH hereby agrees to surrender for conversion and 
deliver to Grupo Iusacell on the Closing Date one or more certificates 
representing 200,000,000 Series B Shares and 166,769,760 Series D Shares 
beneficially owned by it and, in consideration therefor, Grupo Iusacell 
hereby agrees to deliver to BALAH on the Closing Date one or more 
certificates representing 366,769,760 Series A Shares, (n) BALAH hereby 
agrees to acquire (or to cause an Affiliate designated by it to acquire) the 
Subordinated Chase Note on or prior to the Second Closing Date and surrender 
for conversion and deliver the Subordinated Chase Note to Grupo Iusacell on 
the Second Closing Date and, in consideration therefor, Grupo Iusacell hereby 
agrees to deliver to BALAH or such Affiliate one or more certificates 
representing the number of Series A Shares set forth in clause (iii) 
immediately hereinabove, (o) the Peralta Group hereby agrees to surrender for 
conversion and deliver to Grupo Iusacell on the Closing Date one or more 
certificates representing 100,000,000 Series A Shares beneficially owned by 
it and, in consideration therefor, Grupo Iusacell hereby agrees to deliver to 
the Peralta Group on the Closing Date one or more certificates representing 
100,000,000 Series D Shares, 

<PAGE>

(p) the Peralta Group hereby agrees to surrender for conversion and deliver 
the Subordinated FIUSA Note and the promissory notes (pagares) representing 
any pre-Closing financing provided by the Peralta Group pursuant to the third 
paragraph of Section 2.1(d) hereof to Grupo Iusacell on the Second Closing 
Date and, in consideration therefor, Grupo Iusacell hereby agrees to deliver 
to the Peralta Group one or more certificates representing the number of 
Series D Shares and/or Series A Shares set forth in clauses (iv) and (v) 
immediately hereinabove and, if BALAH and/or one its Affiliates, as the case 
may be, choose, in their sole discretion, to exercise the conversion option 
described in clause (i) of the third paragraph of Section 2.1(d) hereof, (q) 
BALAH and/or such Affiliate, as the case may be, hereby agree to surrender 
for conversion and deliver the promissory notes (pagares) representing any 
pre-Closing financing provided by BALAH and/or such Affiliate pursuant to the 
third paragraph of Section 2.1(d) hereof to Grupo Iusacell on the Second 
Closing Date and, in consideration therefor, Grupo Iusacell hereby agrees to 
deliver to BALAH and/or such Affiliate one or more certificates representing 
the number of Series A Shares set forth in clause (vi) immediately 
hereinabove.

      The Peralta Group hereby expressly waives and agrees to waive any 
preemptive or preferential rights it may have with respect to the issuance or 
delivery as applicable of Series A Shares in connection with the conversions 
contemplated by this Section 2.1(a), and BALAH and Langness each hereby 
expressly waives and agrees to waive any preemptive or preferential rights it 
may have with respect to the issuance or delivery as applicable of Series D 
Shares in connection with the conversions contemplated by this Section 
2.1(a), in each case, at any meeting of the shareholders (or any class of 
shareholders) of Grupo Iusacell which approves such issuances and/or 
conversions. Grupo Iusacell hereby agrees (and BALAH and the Peralta Group 
hereby agree to cause Grupo Iusacell) to publish in the Diario Oficial de la 
Federacion of Mexico any notice required to advise the other shareholders of 
Grupo Iusacell of any preemptive or preferential right they may have in 
connection with any such issuances of Shares promptly after the general 
ordinary, extraordinary, special or other meetings of the shareholders (or 
any class of shareholders) of Grupo Iusacell which approved any such 
issuances of Shares.

      Simultaneously with and in consideration for the conversions and 
deliveries set forth in Section 2.1(a)(i) and (ii), BALAH hereby agrees to 
pay or cause one of its Affiliates to pay the members of the Peralta Group or 
their designees U.S.$50,000,000, which amount shall be reduced by the taxes, 
if any, required to be withheld and paid over by BALAH to Mexican tax 
authorities (which withheld amounts, if any, BALAH shall pay over to Mexican 
tax authorities).

(b) Agreement to Amend and Restate the Current Estatutos. BALAH and the 
Peralta Group hereby agree to amend and restate the Current Estatutos in the 
form of the New Estatutos set forth in Annex A, and the parties hereby agree 
to take any and all action required or deemed advisable to so amend and 
restate the Current Estatutos and adopt the New Estatutos. Without limiting 
the foregoing, 

<PAGE>

Grupo Iusacell hereby agrees to call the necessary general ordinary, 
extraordinary, special or other meetings of the shareholders (or any class of 
shareholders) of Grupo Iusacell necessary to so amend and restate the Current 
Estatutos and adopt the New Estatutos, and BALAH and the Peralta Group hereby 
agree that they shall vote all of their Shares at any such meeting of the 
shareholders (or any class of shareholders) of Grupo Iusacell in which they 
have the right to vote in favor of amending and restating the Current 
Estatutos in the form of the New Estatutos. In addition, Grupo Iusacell 
hereby agrees to cause the New Estatutos to be protocolized and registered in 
the Registro Publico de Comercio of Grupo Iusacell's corporate domicile and 
to make and diligently prosecute any appropriate filings with the CNBV with 
respect to the New Estatutos.

      Except as may otherwise be required by Mexican Governmental Entities, 
Grupo Iusacell hereby agrees to amend and restate, and BALAH and the Peralta 
Group hereby agree to cause Grupo Iusacell to amend and restate, the 
estatutos sociales of the Subsidiaries in order to enable BALAH, through 
Grupo Iusacell, to exercise voting and management control over such 
Subsidiaries. Grupo Iusacell hereby further agrees, and hereby agrees to 
cause its Subsidiaries which hold shares of voting capital stock in other 
Subsidiaries, to vote all of their respective shares of capital stock in the 
Subsidiaries at any general ordinary, extraordinary, special or other meeting 
of the shareholders of the Subsidiaries in favor of so amending and restating 
such estatutos sociales. Grupo Iusacell hereby agrees to cause the 
Subsidiaries to adopt such amended and restated estatutos sociales, to cause 
such amended and restated estatutos sociales to be protocolized and 
registered in the appropriate Registro Publico de Comercio, to make and 
diligently prosecute any appropriate filings with the CNBV, if required, and 
to take any other action that may be required or deemed advisable in 
connection with the foregoing.

(c) Agreement to Amend and Restate the Original Shareholders Agreement. The 
parties hereby agree to amend and restate on the Closing Date, and BALAH and 
the Peralta Group hereby agree to cause Grupo Iusacell to agree to amend and 
restate on the Closing Date, the Original Shareholders Agreement in the form 
of the New Shareholders Agreement set forth in Annex B. Without limiting the 
foregoing, the parties hereby agree to execute and deliver to each other 
party, on the Closing Date, the New Shareholders Agreement.

(d) Agreement Regarding Grupo Iusacell Financing. The parties agree that, in 
order to meet Grupo Iusacell's capital requirements, Grupo Iusacell shall 
issue, from time to time as it shall require, by private placement to BALAH 
or one or more BALAH Affiliates designated by BALAH, or by public offering 
(including, without limitation, by an offering pursuant to Rule 144A 
promulgated under the United States Securities Act of 1933, as amended), as 
Grupo Iusacell shall determine from time to time, up to U.S.$150,000,000 of 
debentures to be issued by Grupo Iusacell, convertible into Series A Shares, 
with the terms set forth in Annex C (the "Convertible Debentures"); provided, 
however, that BALAH 

<PAGE>

or such BALAH Affiliate or Affiliates, as the case may be, shall have the 
right, in their sole discretion, to provide such financing by a direct loan 
to Grupo Iusacell or by a guarantee of a direct loan to Grupo Iusacell from a 
bank or other financial institution, which loans BALAH or such BALAH 
Affiliate or Affiliates in their sole discretion may require Grupo Iusacell 
to refinance at any time by the sale of Convertible Debentures by private 
placement to BALAH or one or more BALAH Affiliates designated by BALAH, or by 
public offering (including, without limitation, by an offering pursuant to 
Rule 144A promulgated under the United States Securities Act of 1933, as 
amended). The Peralta Group hereby agrees not to (and hereby agrees to cause 
its Affiliates and Peralta Family Members not to) acquire any Convertible 
Debentures in any public offering (including, without limitation, by an 
offering pursuant to Rule 144A promulgated under the United States Securities 
Act of 1933, as amended) or upon resale thereof by an acquirer of Convertible 
Debentures. The parties hereby agree that BALAH and its Affiliates shall have 
the right, in their sole discretion, to acquire Convertible Debentures in any 
public offering therefor (including, without limitation, in any offering 
pursuant to Rule 144A promulgated under the United States Securities Act of 
1933, as amended).

      The parties hereby agree to take any and all action required or deemed 
advisable to enable Grupo Iusacell to issue the Convertible Debentures. 
Without limiting the foregoing, Grupo Iusacell hereby agrees to call the 
necessary general ordinary, extraordinary, special or other meetings of the 
shareholders (or any class of shareholders) of Grupo Iusacell necessary to 
issue the Convertible Debentures, and BALAH and the Peralta Group hereby 
agree that they shall vote all of their Shares at any such meeting of the 
shareholders (or any class of shareholders) of Grupo Iusacell in which they 
have the right to vote in favor of issuing the Convertible Debentures. In 
addition, the Peralta Group hereby expressly waives and agrees to waive any 
preemptive or preferential rights it may have with respect to the issuance of 
additional Series A Shares in connection with the conversion of the 
Convertible Debentures at any such meeting of the shareholders (or any class 
of shareholders) of Grupo Iusacell which approves the issuance of the 
Convertible Debentures.

      Prior to the Closing, BALAH (or an Affiliate of BALAH designated by 
BALAH) and the Peralta Group hereby agree to lend Grupo Iusacell, in equal 
amounts, as Grupo Iusacell may require from time to time, up to 
U.S.$10,000,000 each. Any such loans shall bear interest at an annual rate of 
LIBOR + 500 basis points, with interest payable at maturity, shall be 
subordinated to the U.S.$65,000,000 Chase Manhattan Bank, N.A. credit 
facility of Grupo Iusacell and shall be evidenced by a promissory note 
(pagare) in the form of Annex D. The parties hereby agree that the Peralta 
Group, at the Second Closing, shall convert the outstanding principal amount 
of and accrued interest on any such funds borrowed by Grupo Iusacell into 
Series A Shares and Series D Shares at a conversion price of U.S.$0.70 per 
Series A Share or Series D Share as set forth in Section 2.1(a)(v) hereof. 
The parties hereby agree that BALAH or its Affiliate which provided any such 
pre-Closing 

<PAGE>

funding to Grupo Iusacell under this third paragraph of Section 2(d), at the 
Second Closing, shall have the option either to (i) convert the outstanding 
principal amount of and accrued interest on any such funds borrowed by Grupo 
Iusacell into Series A Shares at a conversion price of U.S.$0.70 per Series A 
Share as set forth in Section 2.1(a)(vi) hereof, or (ii) refinance the 
outstanding principal amount of and accrued interest on any such funds in 
accordance with the financing which BALAH and its Affiliates shall provide 
under the first paragraph of this Section 2.1(d). The Peralta Group and BALAH 
hereby agree to cause Grupo Iusacell to effect any such conversions at the 
Second Closing.

      The Peralta Group hereby expressly waives and agrees to waive any 
preemptive or preferential rights it may have with respect to the issuance at 
the Closing of any BEL Interim Financing Conversion Shares or any Peralta 
Group Interim Financing Conversion Shares at the general ordinary, 
extraordinary, special or other meetings of the shareholders (or any class of 
shareholders) of Grupo Iusacell which approve the issuance of such BEL 
Interim Financing Conversion Shares and Peralta Interim Financing Conversion 
Shares, and BALAH hereby expressly waives and agrees to waive any preemptive 
or preferential rights it may have with respect to the issuance of any BEL 
Interim Financing Conversions Shares or any Peralta Group Interim Financing 
Conversion Shares at the general ordinary, extraordinary, special or other 
meetings of the shareholders (or any class of shareholders) of Grupo Iusacell 
which approve the issuance of such BEL Interim Financing Conversion Shares 
and Peralta Group Interim Financing Conversion Shares. Grupo Iusacell hereby 
agrees (and BALAH and the Peralta Group hereby agree to cause Grupo Iusacell) 
to publish in the Diario Oficial de la Federacion of Mexico any notice 
required to advise the other shareholders of Grupo Iusacell of any preemptive 
or preferential right they may have in connection with any such issuances of 
Shares promptly after the general ordinary, extraordinary, special or other 
meetings of the shareholders (or any class of shareholders) of Grupo Iusacell 
which approved any such issuances of Shares.

(e) Agreement to Implement Trusts for the Fixed Wireless, Long Distance and 
Satellite Transmission Businesses. Grupo Iusacell shall, prior to the 
Closing, establish, and the Peralta Group and BALAH hereby agree to cause 
Grupo Iusacell to establish, one or more trusts for the purpose of holding 
and voting 51% of the voting shares of Iusatelecomunicaciones, S.A. de C.V., 
51% of the voting shares of Iusatel, S.A. de C.V., all of the voting shares 
in Satelitron, S.A. de C.V. held by Grupo Iusacell, and such other shares of 
voting capital stock of other Subsidiaries, provided that Mexican 
Governmental Entities so require and, if appropriate, so authorize. The 
Peralta Group and BALAH hereby further agree to negotiate in good faith, and 
to cause Grupo Iusacell, to establish and adopt, any additional or substitute 
arrangements which may be required by Mexican Governmental Entities in 
connection with restrictions on ownership of telecommunications properties by 
Persons who are not Mexican. Without limiting the foregoing, the Peralta 
Group and BALAH hereby agree to cause Grupo Iusacell to take any and all 
action that 

<PAGE>

may be required or deemed advisable (to the extent Mexican Governmental 
Entities so authorize upon application by Grupo Iusacell) to amend the 
estatutos sociales of Iusatelecomunicaciones, S.A. de C.V., Iusatel, S.A. de 
C.V. and such other Subsidiaries in which non-Mexicans are prohibited from 
owning more than 49% of the voting capital stock in order to establish and 
implement a capital structure that provides for a neutral investment of up to 
80% of the total capital stock thereof (or such lesser percentage of neutral 
investment as Mexican Governmental Entities shall authorize).

(f) Agreement With Respect to Section 214 Authority of Iusatel, S.A. de C.V. 
Promptly after the execution of this Agreement, Grupo Iusacell shall cause 
Iusatel, S.A. de C.V. to request the pro forma transfer of control of the 
authorization of Iusatel, S.A. de C.V., under Section 214 of the 
Communications Act of 1934, as amended, and Section 63.18 of the rules and 
regulations of the United States Federal Communications Commission 
promulgated thereunder, to acquire and operate facilities for the provision 
of international services between the United States and international 
locations (the "Section 214 Authorization") to Grupo Iusa. Subsequent to the 
Closing, Grupo Iusacell (for itself and on behalf of Iusatel, S.A. de C.V.), 
Grupo Iusa and/or BALAH (or one or more of its Affiliates), as appropriate, 
shall seek the authorization of the United States Federal Communications 
Commission for a formal transfer of control of the Section 214 Authorization 
back to Iusatel, S.A. de C.V. The parties hereto agree to take any and all 
action that may be required or deemed advisable in connection with the 
foregoing; provided, however, that if the foregoing may cause Grupo Iusa or 
Iusatel, S.A. de C.V. to incur any material costs or damages (other than 
attorneys' fees and filing fees in connection therewith), the parties hereby 
agree to use their commercially reasonable best efforts to explore substitute 
arrangements which may achieve the same objective.

(g) Agreement With Respect to Concession of SOS Telecomunicaciones, S.A. de 
C.V. Grupo Iusacell shall, prior to the Closing, file an application with the 
SCT to partially assign to Iusatelecomunicaciones, S.A. de C.V. certain 
rights held by SOS relating to the provision of radiotelephony service on 
board of vehicles and certain radioelectric spectrum in order to permit BALAH 
and its Affiliates to be legally able to beneficially own, directly or 
indirectly, more than 49% of the voting capital stock in or otherwise control 
SOS.

      2.2 Closing. The closing of the transactions contemplated by Section 
2.1 (a) (i) and (ii) and Section 2.1(c) hereof (the "Closing") shall take 
place at the offices of Grupo Iusacell as promptly as practicable but in no 
event more than three (3) Business Days following the date on which the 
conditions set forth in Section 4.1 hereof shall have been satisfied, 
discharged or waived, as the case may be, or at such other place or time as 
shall be mutually agreed upon in writing by BALAH and the Peralta Group. The 
date on which the Closing actually occurs shall be referred to herein as the 
"Closing Date." All transactions at the Closing 

<PAGE>

shall be deemed to take place simultaneously, and no transaction shall be 
deemed to have been consummated and no agreement, document or instrument 
shall be deemed to have been delivered until all transactions are consummated 
and all agreements, documents and instruments are delivered. The Closing and 
the consummation of the transactions contemplated by this Agreement to close 
on the Closing Date shall be deemed effective as of the close of business on 
the Closing Date.

      The closing of the transactions contemplated by Section 2.1 (a) (iii) 
through (vi) inclusive and the second paragraph of Section 2.1(b) hereof (the 
"Second Closing") shall take place at the offices of Grupo Iusacell as 
promptly as practicable but in no event more than three (3) Business Days 
following the date on which the conditions set forth in Section 4.2 hereof 
shall have been satisfied, discharged or waived, as the case may be, or at 
such other place or time as shall be mutually agreed upon in writing by BALAH 
and the Peralta Group. The date on which the Second Closing actually occurs 
shall be referred to herein as the "Second Closing Date." All transactions at 
the Second Closing shall be deemed to take place simultaneously, and no 
transaction shall be deemed to have been consummated and no agreement, 
document or instrument shall be deemed to have been delivered until all 
transactions are consummated and all agreements, documents and instruments 
are delivered. The Second Closing and the consummation of the transactions 
contemplated by this Agreement to close on the Second Closing Date shall be 
deemed effective as of the close of business on the Second Closing Date.

      2.3 Closing and Second Closing Deliveries. At the Closing, the 
following deliveries shall be made:

(a) BALAH shall surrender for conversion and deliver to Grupo Iusacell one or 
more certificates representing 200,000,000 Series B Shares and 166,769,760 
Series D Shares.

(b) Grupo Iusacell shall issue and deliver to BALAH or one or more of BALAH's 
Affiliates, as the case may be, one or more certificates representing 
366,769,760 Series A Shares, registered in the name of BALAH and/or such 
BALAH Affiliate or Affiliates.

(c) The Peralta Group shall surrender for conversion and deliver to Grupo 
Iusacell one or more certificates representing 100,000,000 Series A Shares.

(d) Grupo Iusacell shall issue and deliver to the Peralta Group one or more 
certificates representing 100,000,000 Series D Shares, registered in the name 
or names of the members of the Peralta Group who delivered the Series A 
Shares identified in Section 2.1(a)(ii) hereof, but only to the extent of the 
number of Series A Shares delivered by such members of the Peralta Group.

<PAGE>

(e) Provided that the other actions required for the Closing by this Section 
2.3 occur, BALAH shall deliver to the members of the Peralta Group or their 
designees U.S.$50,000,000, by wire transfer of immediately available funds to 
one or more accounts designated by the Peralta Group in writing three (3) 
Business Days prior to the Closing, which amount shall be reduced by the 
taxes, if any, required to be withheld and paid over by BALAH to Mexican tax 
authorities (which withheld amounts, if any, BALAH shall pay over to Mexican 
tax authorities).

(f) Cross-receipts reflecting the deliveries contemplated by Section 
2.3(a)-(d) hereof and a receipt reflecting the delivery contemplated by 
Section 2.3(e) hereof shall be delivered to the parties involved in the 
transactions requiring such receipts.

(g) Grupo Iusacell shall deliver to each of BALAH and the Peralta Group (i) a 
copy of the New Estatutos in the form of Annex A, certified by the Notary 
Public (notario publico) who formalizes same and by the Secretary or 
Assistant Secretary of Grupo Iusacell and (ii) a list, organized by company 
and certified by the Secretary or Assistant Secretary of Grupo Iusacell, 
identifying each individual who holds a power of attorney to act for and on 
behalf of Grupo Iusacell and/or a Subsidiary.

(h) A copy of the New Shareholders Agreement executed by Grupo Iusacell, 
BALAH, Alejo Peralta, Carlos Peralta, Grupo Iusa, Langness, FIUSA and any 
Affiliate of BALAH which shall hold Shares from and after the Closing Date 
shall be delivered to each signatory thereto.

(i) If Mexican Governmental Entities shall have so required and, if 
appropriate, authorized, Grupo Iusacell shall deliver to BALAH and the 
Peralta Group a copy of the one or more trusts with respect to 
Iusatelecomunicaciones, S.A. de C.V., Iusatel, S.A. de C.V., Satelitron, S.A. 
de C.V. and any other Subsidiary as described in Section 2.1(e) hereof, 
executed by Grupo Iusacell, as grantor, and by a trustee selected by Grupo 
Iusacell with the approval of BALAH and the Peralta Group prior to the 
Closing Date. Grupo Iusacell shall have delivered to such trustee one or more 
certificates representing 51% of the voting shares of Iusatelecomunicaciones, 
S.A. de C.V., 51% of the voting shares of Iusatel, S.A. de C.V., 100% of the 
voting shares of Satelitron, S.A. de C.V. and/or such other number of voting 
shares of such Subsidiaries and such voting shares of other Subsidiaries as 
Mexican Governmental Entities shall have required to be placed in such 
trust(s) or any other trusts.

(j) A copy of the resolution of the Board of Directors of each of Bell 
Atlantic Corporation, BALAH, any BALAH Affiliate receiving Shares at the 
Closing, Grupo Iusacell, Grupo Iusa, FIUSA and Langness approving the 
transactions contemplated to be consummated at the Closing, in each case, 
certified by the Secretary or Assistant Secretary of such corporation, shall 
be delivered to each party hereto (other than the party providing such 
certified resolution).

<PAGE>

(k) A copy of any and all permits and approvals received from and filings 
made with (i) the Foreign Investment Commission, (ii) the Federal Competition 
Commission, (iii) the SCT, and (iv) the CNBV, if any, and all other permits 
and approvals from any Governmental Entity as may be required for the lawful 
consummation of the Closing, shall be delivered to each party hereto.

(l) One or more letters from Carlos Peralta resigning as Vice Chairman of the 
Board of Directors and as an officer or employee of each of the Subsidiaries, 
in each case, effective as of the Closing shall be delivered to Grupo 
Iusacell and BALAH.

(m) A copy of the "actas" of the meetings of the Grupo Iusacell shareholders 
referred to in Section 4.1(d) hereof, certified by the Notary Public (notario 
publico) who formalizes same and by the Secretary or Assistant Secretary of 
Grupo Iusacell, shall be delivered to BALAH and the Peralta Group.

(n) A copy of the joint instructions to the BALAH/Peralta Group Trustee 
executed by Grupo Iusacell, BALAH, Alejo Peralta, Carlos Peralta and Grupo 
Iusa directing the Trustee to deliver the Shares required to effect the 
conversions set forth in Section 2.1(a)(i) and (ii) hereof. In addition, if 
BALAH and such members of the Peralta Group determine in good faith that the 
BALAH/Peralta Group Trust is no longer required or needs to be modified, such 
joint instructions also shall direct the Trustee to terminate the 
BALAH/Peralta Group Trust and distribute any Shares remaining therein to the 
beneficial holders thereof or to modify the BALAH/Peralta Trust in accordance 
with the terms thereof.

(o) The certificates required by Section 4.1(d) and (e) hereof shall be 
delivered to each party hereto (other than to the party or parties executing 
and delivering such waivers).

(p) Grupo Iusacell shall have furnished to BALAH and the Peralta Group the 
opinion of Lic. Carlos Gutierrez in the form of Annex E; BALAH shall have 
furnished to Grupo Iusacell and the Peralta Group the opinion of De Ovando y 
Martinez del Campo, S.C. in the form of Annex F-1 and the opinion of Ruben G. 
Perlmutter in the form of Annex F-2; and the Peralta Group shall have 
furnished to Grupo Iusacell and BALAH the opinion of Canales Asesoria 
Juridica, S.A. de C.V. in the form of Annex G-1 and the opinion of Isle of 
Man counsel, in the form of Annex G-2.

      At the Second Closing, the following deliveries shall be made:

(aa) BALAH shall deliver to Grupo Iusacell and/or cause one or more of its 
Affiliates to deliver to Grupo Iusacell, as the case may be, (i) the 
Subordinated Chase Note for conversion, and (ii) the one or more promissory 
notes representing any pre-Closing financing provided pursuant to the third 
paragraph of Section 

<PAGE>

2.1(d) hereof for conversion or refinancing as described in the third 
paragraph of Section 2.1(d) hereof.

(bb) Grupo Iusacell shall issue and deliver to BALAH or one or more of 
BALAH's Affiliates, as the case may be, one or more certificates representing 
the Chase Conversion Shares registered in the name of BALAH and/or such BALAH 
Affiliate or Affiliates and, if any of BALAH or one or more of such 
Affiliates exercises the conversion option described in clause (i) of the 
third paragraph of Section 2.1(d) hereof, the BEL Interim Financing 
Conversion Shares registered in the name of BALAH and/or such BALAH Affiliate 
or Affiliates; or, if any of BALAH or one or more of such Affiliates 
exercises the refinancing option described in clause (ii) of the third 
paragraph of Section 2.1(d) hereof, a new promissory note in a principal 
amount equal to the sum of the principal amount and accrued interest through 
the Second Closing Date of the refinanced promissory notes.

(cc) The Peralta Group shall surrender for conversion and deliver to Grupo 
Iusacell (i) the Subordinated FIUSA Note and (ii) the one or more promissory 
notes representing any pre-Closing financing provided by the Peralta Group 
pursuant to the third paragraph of Section 2.1(d) hereof.

(dd) Grupo Iusacell shall issue and deliver to the Peralta Group (i) one or 
more certificates representing the FIUSA Conversion Shares registered in the 
name of FIUSA and (ii) the Peralta Group Interim Financing Conversion Shares 
registered in the name or names of the members of the Peralta Group who shall 
have provided pre-Closing financing pursuant to the third paragraph of 
Section 2.1(d) hereof, pro rata in accordance with the provision of such 
financing.

(ee) Cross-receipts reflecting the deliveries contemplated by Section 
2.3(aa)-(dd) hereof shall be delivered to the parties involved in the 
transactions requiring such receipts.

(ff) Grupo Iusacell shall deliver to each of BALAH and the Peralta Group a 
copy of the amended and restated estatutos sociales of each of the 
Subsidiaries as described in the last paragraph of Section 2.1(b) hereof, 
certified by the Notary Public (notario publico) who formalizes same and by 
the Secretary or Assistant Secretary of the relevant Subsidiary, to the 
extent that Grupo Iusacell shall have been able to comply with the obligation 
to so amend and restate their estatutos sociales (provided that the failure 
to deliver one or more of such amended and restated estatutos sociales at the 
Second Closing shall not constitute a waiver of the parties' respective 
obligations under the last paragraph of Section 2.1(b) hereof).

(gg) The certificates required by Section 4.2(c) and (d) hereof shall be 
delivered to each party hereto (other than to the party or parties executing 
and delivering such waivers).

<PAGE>

(hh) Grupo Iusacell shall have furnished to BALAH and the Peralta Group the 
opinion of Lic. Carlos Gutierrez in the form of Annex EE; BALAH shall have 
furnished to Grupo Iusacell and the Peralta Group the opinion of De Ovando y 
Martinez del Campo, S.C. in the form of Annex FF-1 and the opinion of Ruben 
G. Perlmutter in the form of Annex FF-2; and the Peralta Group shall have 
furnished to Grupo Iusacell and BALAH the opinion of Canales Asesoria 
Juridica, S.A. de C.V. in the form of Annex GG-1 and, if Langness 
participates in any of the transactions consummated at the Second Closing, 
the opinion of Isle of Man counsel, in the form of Annex GG-2.

(ii) A copy of the resolution of the Board of Directors of each of Bell 
Atlantic Corporation, BALAH, any BALAH Affiliate receiving Shares at the 
Second Closing, Grupo Iusacell, Grupo Iusa, FIUSA and Langness approving the 
transactions contemplated to be consummated at the Second Closing, in each 
case, certified by the Secretary or Assistant Secretary of such corporation, 
shall be delivered to each party hereto (other than the party providing such 
certified resolution).

                          Article III: Other Agreements

            3.1 Peralta Group Puts. The Peralta Group shall have the right to 
require BALAH (or an Affiliate of BALAH designated by BALAH in writing to the 
Peralta Group) to purchase the Peralta Group Shares on the following terms 
and conditions:

(a) The Peralta Group shall have the right, by written notice to BALAH or 
such BALAH designee given between November 15, 1997 and December 15, 1997, to 
require BALAH or such BALAH designee to purchase up to that number of Shares 
which constitutes one-third of the total number of Peralta Group Shares 
(provided that such Shares are Series A Shares that constitute a part of the 
Current Peralta Group Shares and/or Series A Shares and Series D Shares that 
constitute a part of the FIUSA Conversion Shares or the Peralta Group Interim 
Financing Conversion Shares). The purchase price for such Shares shall be 
U.S.$0.85 per Share. The closing of such purchase obligation shall occur on 
December 31, 1997 or the first Business Day thereafter at the offices of 
BALAH or such BALAH designee in Arlington, Virginia, or on such other date 
and at such other time as the parties may otherwise agree.

(b) The Peralta Group shall have the right, by written notice to BALAH or 
such BALAH designee given between November 15, 1998 and December 15, 1998, to 
require BALAH or such BALAH designee to purchase up to that number of Shares 
which constitutes one-third of the total number of Peralta Group Shares 
(provided that such Shares are Series A Shares that constitute a part of the 
Current Peralta Group Shares and/or Series A Shares and Series D Shares that 
constitute a part of the FIUSA Conversion Shares or the Peralta Group Interim 
Financing Conversion

<PAGE>

Shares). The purchase price for such Shares shall be U.S.$0.96 per Share. The 
closing of such purchase obligation shall occur on December 31, 1998 or the 
first Business Day thereafter at the offices of BALAH or such BALAH designee 
in Arlington, Virginia or on such other date and at such other time as the 
parties may otherwise agree.

(c) The Peralta Group shall have the right, by written notice to BALAH or 
such BALAH designee given between November 15, 1999 and December 15, 1999, to 
require BALAH or such BALAH designee to purchase up to that number of Shares 
which constitutes one-third of the total number of Peralta Group Shares; 
provided that BALAH or such BALAH designee shall have the right to require 
that the Peralta Group deliver any remaining Series A Shares that constitute 
a part of the Peralta Group Shares owned by them for purchase prior to 
accepting any Series D Shares or Series L Shares for purchase. The purchase 
price for such Shares shall be U.S.$1.07 per Share. The closing of such 
purchase obligation shall occur on December 31, 1999 or the first Business 
Day thereafter at the offices of BALAH or such BALAH designee in Arlington, 
Virginia or on such other date and at such other time as the parties may 
otherwise agree.

      At the closing of any purchase obligation under this Section 3.1 (a 
"Put Closing"), BALAH or its designee shall deliver to the Peralta Group the 
total purchase price for the Shares it is required to purchase at such Put 
Closing by wire transfer of immediately available funds to one or more 
accounts designated by the Peralta Group in writing to BALAH or such BALAH 
designee three (3) Business Days prior to such Put Closing, which amount 
shall be reduced by any taxes required to be withheld and paid over by BALAH 
or such BALAH designee to Mexican tax authorities (which withheld amounts 
BALAH or such BALAH designee shall pay over to Mexican tax authorities).

      In the event a Put Closing cannot take place on or before the date 
required under this Agreement (or can only take place for a part of the 
Shares BALAH or its designee is required to purchase hereunder), then (i) 
BALAH or its designee hereby agrees to pay interest on the unpaid portion of 
the total purchase price for the Shares it was required to purchase at such 
Put Closing, from such date until such time as such total purchase price is 
paid in full, at a rate per annum equal to 15%, payable quarterly in arrears 
on March 31, June 30, September 30 and December 31 of each applicable period, 
(ii) BALAH or its designee and the Peralta Group hereby agree to negotiate in 
good faith any additional or substitute arrangements to enable BALAH or its 
designee to consummate all of the transactions required to be consummated at 
such Put Closing, and (iii) so long as the Peralta Group shall be paid the 
total purchase price for the Shares BALAH or its designee was required to 
purchase at such Put Closing, the Peralta Group shall be required to 
implement any additional or substitute arrangements proposed by BALAH or its 
designee (including, without limitation, the placement of the Shares in a 
trust, the conversion of voting Shares into neutral Series L Shares (or other 
series of neutral 

<PAGE>

capital stock) or the sale of the Shares to other Mexican Persons) which may 
be required or otherwise permitted by Mexican Governmental Entities.

      The rights of the Peralta Group under this Section 3.1 shall not be 
assignable to any Person who is not a member of the Peralta Group, except as 
set forth in Section 7.7 hereof. Upon the transfer of any Peralta Group 
Shares held by the Peralta Group as of the date hereof to any Person who is 
not a member of the Peralta Group (except as set forth in Section 7.7 
hereof), the rights under this Section 3.1 with respect to such transferred 
Peralta Group Shares shall be terminated automatically. In the event members 
of the Peralta Group give notice with respect to a number of Shares in any 
notice period which exceeds the total number of Shares BALAH or such BALAH 
designee is required to purchase with respect to that period, then BALAH or 
such BALAH designee shall purchase from each member of the Peralta Group a 
portion of the Shares for which notice has been given, determined by the 
ratio of the number of Shares owned by such member to the total number of 
Shares owned by the members giving notice, in each case, as shown on the 
stock transfer books of Grupo Iusacell, provided that the total number of 
Shares purchased from members of the Peralta Group shall not exceed the total 
number of Shares BALAH or such BALAH designee is required to purchase with 
respect to that period.

      In the event Grupo Iusacell shall (i) subdivide its outstanding Series 
A Shares, Series D Shares and/or Series L Shares, or (ii) combine its 
outstanding Series A Shares, Series D Shares and/or Series L Shares, then the 
maximum number of Peralta Group Shares which BALAH or its designee may be 
required to acquire on a given date shall be adjusted proportionately and the 
purchase price(s) for the Peralta Group Shares payable by BALAH or its 
designee as set forth in this Section 3.1 shall be adjusted proportionately 
such that the product of the maximum number of Peralta Group Shares which 
BALAH or its designee may be required to acquire on a given date and the 
purchase price therefor specified in this Section 3.1 shall neither increase 
nor decrease from such product as of the date hereof.

      3.2 Termination of Certain Agreements. The parties hereto hereby agree 
that the following agreements shall terminate on the following dates:

(a) on the Closing Date, the Side Letter dated November 30, 1993 by and among 
Grupo Iusacell, BALAH, Alejo Peralta, Carlos Peralta and Grupo Iusa with 
respect to common objectives;

(b) on the Closing Date, the agreements dated January 1, 1995 between 
Servicios Corporativos Iusa, S.A. de C.V. and Servicios Corporativos 
Iusacell, S.A. de C.V. with respect to secretarial and security services;

(c) on the later of the Closing Date or the close of business on December 31,

<PAGE>

1996, any arrangement (whether by contract, resolution of the Board of 
Directors or otherwise) between Grupo Iusacell and/or one or more of the 
Subsidiaries, on the one hand, and Carlos Peralta, on the other hand, with 
respect to compensation for services rendered by Carlos Peralta and the 
reimbursement of expenses incurred in connection with such services, in each 
case, associated with his position as Vice Chairman of Grupo Iusacell and as 
an officer or employee of Grupo Iusacell or of any Subsidiary, including, 
without limitation, as an officer or employee of Servicios Corporativos 
Iusacell, S.A. de C.V.; and

(d) on the later of the Closing Date or the close of business on December 31, 
1996, the Agreement for Technical Assistance and Consulting Services dated 
November 30, 1994 between Bell Atlantic Enterprises International, Inc. and 
Grupo Iusacell.

With respect to clauses (c) and (d) immediately above, Carlos Peralta shall 
receive the aforementioned compensation and reimbursement for services 
rendered and expenses incurred on or prior to the later of the Closing Date 
or the close of business on December 31, 1996, and Bell Atlantic Enterprises 
International, Inc. (or one of its Affiliates) shall receive all required 
payments for all periods through and including the later of the Closing Date 
or the close of business on December 31, 1996. In the event the Closing Date 
is in calendar year 1997, Carlos Peralta and Bell Atlantic Enterprises 
International, Inc. or one of its Affiliates, as the case may be, shall 
receive only that portion of any annualized compensation or reimbursements 
identified in clauses (c) and (d) immediately above determined by multiplying 
such annualized compensation or reimbursements by a fraction, the nominator 
of which is the total number of days after December 31, 1996 through and 
including the Closing Date and the denominator of which is 365.

      In addition, if BALAH and the Peralta Group determine in good faith 
that the BALAH/Peralta Group Trust is no longer required, the BALAH/Peralta 
Group Trust shall be terminated.

      To the extent that Grupo Iusacell or any of its Subsidiaries is a party 
to any of the arrangements and agreements identified in this Section 3.2, 
then BALAH and the Peralta Group hereby agree to cause Grupo Iusacell or such 
Subsidiaries to terminate such arrangements and agreements.

      3.3 Further Assurances. At any time and from time to time after the 
date hereof, each of the parties shall, without further consideration, 
execute and deliver such documents, take or cause to be taken such actions, 
do or cause to be done such things, and exercise or cause to be exercised all 
voting rights conferred upon him or it or any of his or its Affiliates by any 
Shares, whether currently beneficially owned by them or acquired subsequent 
to the execution of this Agreement, as may be necessary or advisable or as 
may be reasonably requested by any other party hereto to ensure that the 
provisions, intent and spirit of this Agreement shall 

<PAGE>

be complied with and carried into full effect.

            3.4 Press Releases. None of the parties shall issue any press 
release in connection with the execution of this Agreement or any performance 
hereunder unless such press release or letter shall have been approved for 
issuance by all of the parties hereto in writing; provided, however, that the 
parties may make one or more public announcements relating to this Agreement 
to the extent required by law, regulation or stock exchange rule.

      ARTICLE IV: Conditions to Closing and Second Closing; Termination

      4.1 Conditions to the Closing. Grupo Iusacell, BALAH, Alejo Peralta, 
Carlos Peralta, Grupo Iusa, FIUSA and Langness shall enter into and complete 
the Closing upon the satisfaction, discharge or waiver, on or prior to the 
Closing Date, of the following conditions:

(a) Governmental Approvals. Any and all permits and approvals from and 
filings made with any Mexican Governmental Entity required for the lawful 
consummation of the Closing and the performance of all of the transactions 
contemplated hereby shall have been obtained or made, including, without 
limitation, permits or approvals as may be required from the Foreign 
Investment Commission, the Federal Competition Commission, the SCT and the 
CNBV. In addition, the pro forma transfer of control of the Section 214 
Authorization from Iusatel, S.A. de C.V. to Grupo Iusa referred to in Section 
2.1(f) hereof shall have been consummated.

(b) Third Person Consents. All material consents, permits and approvals from 
parties to any contracts or other agreements with Grupo Iusacell or any of 
the Subsidiaries which may be required in connection with the performance by 
BALAH and the Peralta Group of their respective obligations under Section 
2.1(a)(i) and (ii) and Section 2.1(d) hereof shall have been obtained.

(c) Grupo Iusacell Shareholders Meetings. General ordinary, extraordinary, 
special or other meetings of the Grupo Iusacell shareholders (or any class of 
Grupo Iusacell shareholders), as appropriate, shall have (i) approved the New 
Estatutos of Grupo Iusacell in the form of Annex A; (ii) approved the 
conversions set forth in Section 2.1(a)(i) and (ii); (iii) approved the 
increase in the number of authorized Series A Shares and Series D Shares in 
order to permit the conversions described in Section 2.1(a) (iii) through 
(vi) inclusive and Section 2.1(d) hereof; (iv) elected a new Board of 
Directors reflecting the change in management control contemplated herein and 
in the New Shareholders Agreement as set forth in Annex H; and (v) approved 
the issuance by Grupo Iusacell of the Convertible Debentures.

(d) Pre-Closing Performance. Each of the covenants, agreements and 
undertakings of the parties to be performed or complied with on or before the 
Closing pursuant hereto will have been duly performed or complied with in all 

<PAGE>

material respects (unless waived by the party or parties to whom the 
performance was due), and each party shall have certified the same to the 
other parties in writing through a certificate signed by a duly authorized 
officer of such party dated as of the Closing Date.

(e) Accuracy of Representations. All representations and warranties made by a 
party in this Agreement shall have been true and correct in all material 
respects when made and shall be true and correct in all material respects on 
and as of the Closing Date, with the same force and effect as though such 
representations and warranties had been made on, as of or with reference to 
such date (unless waived by the party or parties to whom the representation 
and warranty was made), and each party shall have certified the same to the 
other parties in writing through a certificate signed by a duly authorized 
officer of such party dated as of the Closing Date.

provided, however, that (i) no action, suit, proceeding, investigation or 
arbitration shall have been instituted before any Governmental Entity or 
instituted or threatened by any Governmental Entity or other Person to delay, 
restrain, prevent or otherwise challenge the carrying out of the transactions 
contemplated by the Closing or to seek damages in connection with such 
transactions, and (ii) no judgment or injunction shall be in effect delaying, 
restraining or preventing the carrying out of the transactions contemplated 
by the Closing.

      4.2 Conditions to the Second Closing. Grupo Iusacell, BALAH, Alejo 
Peralta, Carlos Peralta, Grupo Iusa, FIUSA and Langness shall enter into and 
complete the Second Closing upon the satisfaction, discharge or waiver, on or 
prior to the Second Closing Date, of the following conditions:

(a) Closing. The Closing shall have been completed or shall be held 
simultaneously with the Second Closing.

(b) Third Person Consents. All material consents, permits and approvals from 
parties to any contracts or other agreements with Grupo Iusacell or any of 
the Subsidiaries which may be required in connection with the performance by 
BALAH and the Peralta Group of its obligations under Section 2.1(a) (iii) 
through (vi) inclusive and Section 2.1 (d) hereof shall have been obtained.

(c) Pre-Closing Performance. Each of the covenants, agreements and 
undertakings of the parties to be performed or complied with on or before the 
Second Closing pursuant hereto will have been duly performed or complied with 
in all material respects (unless waived by the party or parties to whom the 
performance was due); and each party shall have certified the same to the 
other parties in writing through a certificate signed by a duly authorized 
officer of such party dated as of the Second Closing Date.

<PAGE>

(d) Accuracy of Representations. All representations and warranties made by a 
party in this Agreement shall have been true and correct in all material 
respects when made and shall be true and correct in all material respects on 
and as of the Second Closing Date, with the same force and effect as though 
such representations and warranties had been made on, as of or with reference 
to such date (unless waived by the party or parties to whom the 
representation and warranty was made); and each party shall have certified 
the same to the other parties in writing through a certificate signed by a 
duly authorized officer of such party dated as of the Second Closing Date.

(e) Expiration of Preemptive Right Period. The period for the exercise by the 
shareholders of Grupo Iusacell of any preemptive or preferential right they 
may have to subscribe to the issuance of additional Series D Shares and 
Series L Shares (other than BALAH and the Peralta Group, which shall have 
waived any such right) in connection with the transactions contemplated by 
Section 2.1(a) and (d) shall have expired.

      4.3 Termination. This Agreement and the transactions contemplated 
hereby may be terminated or abandoned at any time at or prior to the Closing 
as follows: (a) by mutual written agreement of BALAH and the Peralta Group; 
(b) by BALAH or the Peralta Group if the transactions contemplated hereby 
will violate any non-appealable final order, decree or judgment of any 
Governmental Entity having competent jurisdiction that is binding upon any 
party; or (c) automatically, with no further action by any of the parties, if 
the Closing shall not have occurred on or before February 28, 1997. In the 
event this Agreement is terminated as provided in this Section 4.2, no party 
(or any of its officers, directors, employees, agents, representatives or 
shareholders) will be liable to the other parties for any costs, expenses, 
damages or loss of anticipated profits hereunder; provided, however, that if 
such termination results from the willful failure by a party to fulfill a 
condition to the performance by any other party, a willful misrepresentation 
of a party or willful failure by a party to perform a covenant of this 
Agreement or from a willful breach by a party of any term of this Agreement, 
the breaching party shall be fully liable for any and all damages, costs and 
expenses (including, but not limited to, reasonable attorneys' fees and 
expenses) sustained or incurred by any other party.

      If the Closing occurs, this Agreement shall at all times thereafter 
remain in full force and effect unless all of the parties hereto agree 
otherwise in writing. If this Agreement and the transactions contemplated 
hereby are terminated or abandoned pursuant to this Section 4.3, the parties 
hereby agree to take any and all action necessary or deemed advisable to 
rescind the resolutions approved at the meetings of the shareholders of Grupo 
Iusacell (and at each of the meetings of the classes of shareholders of Grupo 
Iusacell) on December 18, 1996 and otherwise ensure that such resolutions 
shall be void and have no force and effect (except for those resolutions 
adopted by the shareholders to implement the Plan de Compra de 

<PAGE>

Acciones Para Empleados Ejecutivos de la Sociedad).

            ARTICLE V: Representations and Warranties

      5.1 Representations and Warranties of Grupo Iusacell and its 
Subsidiaries. Grupo Iusacell hereby represents to BALAH and the Peralta Group 
as follows:

(a) Grupo Iusacell and each Mexican Subsidiary is a sociedad anonima de 
capital variable duly organized and validly existing under the laws of the 
jurisdiction of its incorporation or organization, with full corporate power 
and authority to own, operate, and lease its properties, and to carry on its 
business as presently conducted. Grupo Iusacell has full corporate power and 
authority to enter into, execute and deliver this Agreement, carry out the 
transactions contemplated hereby on its part and perform its obligations 
hereunder.

(b) Neither the execution and delivery of this Agreement or the New 
Shareholders Agreement by Grupo Iusacell nor the carrying out by Grupo 
Iusacell of the transactions contemplated hereby or thereby will (i) 
contravene or violate any statute, law, rule, regulation, order, writ, 
injunction or decree of any Governmental Entity (assuming the requisite 
filings with and approvals from Governmental Entities have been made or 
obtained), (ii) violate, conflict with or constitute a default (or an event 
which, with notice or lapse of time, or both, would constitute a default) 
under or with respect to, or result in the termination of, the Estatutos or 
the estatutos sociales of any Subsidiary or any material telecommunications 
concession, permit, license, approval or authorization (assuming the 
requisite filings with and approvals from Governmental Entities have been 
made or obtained), or (iii) violate or conflict with or constitute a default 
(or an event which, with notice or lapse of time, or both, would constitute a 
default) under or with respect to, or result in the termination of, or 
accelerate the performance required by, or result in the creation of any Lien 
upon any of the assets of Grupo Iusacell or any Subsidiary under, any term or 
provision of any contract, commitment, license or enforceable understanding 
or any restriction of any kind or character to which Grupo Iusacell or any 
Subsidiary is a party or by which any of such entities or any of their 
respective assets or properties may be bound or affected. All corporate 
action required to be taken by Grupo Iusacell to authorize the execution, 
delivery and performance of this Agreement and the New Shareholders Agreement 
by Grupo Iusacell has been duly and validly taken on or prior to the date 
thereof. This Agreement has been duly executed and delivered by Grupo 
Iusacell and, assuming the execution and delivery of this Agreement by the 
other parties hereto, this Agreement constitutes the valid and binding 
obligations of Grupo Iusacell, enforceable against Grupo Iusacell in 
accordance with its terms, except as enforceability may be limited by 
bankruptcy, insolvency or similar laws affecting the rights and remedies of 
creditors generally and the availability of equitable remedies.

<PAGE>

(c) The authorized capital stock of Grupo Iusacell consists of 428,575,540 
Series A Shares, 205,562,450 Series B Shares, 204,920,220 Series D Shares and 
142,566,220 Series L Shares, all of which are issued and outstanding. No 
other shares of capital stock have been issued and are outstanding. There are 
no options, warrants, convertible securities or other rights to purchase or 
acquire any shares of any class of capital stock of Grupo Iusacell nor any 
securities convertible into such shares, and there are no contracts, 
commitments, licenses or enforceable understandings pursuant to which Grupo 
Iusacell may be required to issue any additional shares of capital stock or 
any such options, warrants, convertible securities, rights or securities 
(other than as contemplated by this Agreement and by the resolutions adopted 
by the shareholders of Grupo Iusacell at the meetings held on December 18, 
1996). When issued and delivered to BALAH, a BALAH Affiliate or the Peralta 
Group, each of the Shares to be issued pursuant to Section 2.1(a) and (d) 
hereof will be duly authorized and validly issued and fully paid and 
nonassessable.

      5.2 Representations and Warranties of the Peralta Group. Alejo Peralta, 
Carlos Peralta, Grupo Iusa, FIUSA and Langness hereby jointly and severally 
represent and warrant to Grupo Iusacell and BALAH as follows:

(a) Each of Grupo Iusa and FIUSA is a sociedad anonima de capital variable 
and Langness is a corporation, in each case, duly organized and validly 
existing under the laws of the jurisdiction of its incorporation or 
organization, with full corporate power and authority to own, operate, and 
lease its properties, and to carry on its business as presently conducted. 
Grupo Iusa, FIUSA and Langness each has full corporate power and authority to 
enter into, execute and deliver this Agreement, carry out the transactions 
contemplated hereby on its part and perform its obligations hereunder.

(b) Neither the execution and delivery of this Agreement or the New 
Shareholders Agreement by any member of the Peralta Group nor the carrying 
out by any member of the Peralta Group of the transactions contemplated 
hereby or thereby will (i) contravene or violate any statute, law, rule, 
regulation, order, writ, injunction or decree of any Governmental Entity 
(assuming the requisite filings with and approvals from Governmental Entities 
have been made or obtained), (ii) violate, conflict with or constitute a 
default (or an event which, with notice or lapse of time, or both, would 
constitute a default) under or with respect to the organizational or 
corporate documents of Grupo Iusa, FIUSA and Langness, or (iii) violate or 
conflict with or constitute a default (or an event which, with notice or 
lapse of time, or both, would constitute a default) under or with respect to, 
or result in the termination of, or accelerate the performance required by, 
any term or provision of any contract, commitment, license or enforceable 
understanding or any restriction of any kind or character to which any member 
of the Peralta Group is a party or by which any of them or any of their 
respective assets or properties may be bound or affected. All corporate 
action required to be taken by Grupo 

<PAGE>

Iusa, FIUSA and Langness to authorize the execution, delivery and performance 
of this Agreement and the New Shareholders Agreement by them has been duly 
and validly taken on or prior to the date thereof. This Agreement has been 
duly executed and delivered by each member of the Peralta Group and, assuming 
the execution and delivery of this Agreement by the other parties hereto, 
this Agreement constitutes the valid and binding obligations of each member 
of the Peralta Group, enforceable against each member of the Peralta Group in 
accordance with its respective terms, except as enforceability may be limited 
by bankruptcy, insolvency or similar laws affecting the rights and remedies 
of creditors generally and the availability of equitable remedies.

(c) Each member of the Peralta Group has good, valid and marketable title to 
the Shares of which it is the beneficial owner that will be delivered to 
Grupo Iusacell pursuant to Section 2.1(a) hereof, free and clear of any Lien 
other than the Lien created by this Agreement and any preemptive rights 
provided in the Estatutos or by law.

(d) No broker, finder, agent or similar intermediary has acted for or on 
behalf of any member of the Peralta Group in connection with this Agreement 
or the transactions contemplated hereby; and no broker, finder, agent or 
similar intermediary is entitled to any broker's, finder's or similar fee or 
other commission in connection herewith or therewith based on any agreement, 
arrangement or understanding with any member of the Peralta Group or any 
action taken by any member of the Peralta Group, and the Peralta Group shall 
be solely responsible for any such fee.

      5.3 Representations and Warranties of BALAH. BALAH hereby represents 
and warrants to Grupo Iusacell and the Peralta Group as follows:

(a) BALAH is a corporation duly organized, validly existing and in good 
standing under the laws of the State of Delaware, with full corporate power 
and authority to own, operate, and lease its properties, and to carry on its 
business as presently conducted. BALAH has full corporate power and authority 
to enter into, execute and deliver this Agreement, carry out the transactions 
contemplated hereby on its part and perform its obligations hereunder.

(b) Neither the execution and delivery of this Agreement or the New 
Shareholders Agreement by BALAH nor the carrying out by BALAH of the 
transactions contemplated hereby or thereby will (i) contravene or violate 
any statute, law, rule, regulation, order, writ, injunction or decree of any 
Governmental Entity (assuming the requisite filings with and approvals from 
Governmental Entities have been made or obtained), (ii) violate, conflict 
with or constitute a default (or an event which, 

<PAGE>

with notice or lapse of time, or both, would constitute a default) under or 
with respect to the certificate of incorporation or bylaws of BALAH, or (iii) 
violate or conflict with or constitute a default (or an event which, with 
notice or lapse of time, or both, would constitute a default) under or with 
respect to, or result in the termination of, or accelerate the performance 
required by, any term or provision of any contract, commitment, license or 
enforceable understanding or any restriction of any kind or character to 
which BALAH is a party or by which it or its assets or properties may be 
bound or affected. All corporate action required to be taken by BALAH to 
authorize the execution, delivery and performance of this Agreement and the 
New Shareholders Agreement by it has been duly and validly taken on or prior 
to the date thereof. This Agreement has been duly executed and delivered by 
BALAH, and, assuming the execution and delivery of this Agreement by the 
other parties hereto, this Agreement constitutes the valid and binding 
obligations of BALAH, enforceable against BALAH in accordance with its terms, 
except as enforceability may be limited by bankruptcy, insolvency or similar 
laws affecting the rights and remedies of creditors generally and the 
availability of equitable remedies.

(c) BALAH has good, valid and marketable title to the Shares of which it is 
the beneficial owner that will be delivered to Grupo Iusacell pursuant to 
Section 2.1(a) hereof, free and clear of any Lien other than the Lien created 
by this Agreement and any preemptive rights provided in the Estatutos or by 
law.

(d) No broker, finder, agent or similar intermediary has acted for or on 
behalf of BALAH in connection with this Agreement or the transactions 
contemplated hereby and no broker, finder, agent or similar intermediary is 
entitled to any broker's, finder's or similar fee or other commission in 
connection herewith or therewith based on any agreement, arrangement or 
understanding with BALAH or any action taken by BALAH; and BALAH shall be 
solely responsible for any such fee.

                      Article VI: Survival; Indemnification

      6.1 Survival; Remedy for Breach. For purposes of this Article VI, the 
representations and warranties of the parties contained herein shall survive 
the Closing and any investigation made by any party hereunder until January 
1, 2000; provided, however, that the representations and warranties in 
Sections 5.1(c), 5.2(c) and 5.3(c) shall survive until ten (10) years after 
the Closing Date; and provided further, however, that if a claim is made in 
connection with any representation or warranty prior to the termination of 
its period of survival, the termination of such survival period shall be 
tolled until the final resolution of such claim.

      6.2 Indemnification by Grupo Iusacell. To the full extent permitted by 
applicable law and subject to Section 6.1 hereof, Grupo Iusacell hereby 
agrees to irrevocably indemnify, defend and hold harmless BALAH, each member 
of the Peralta Group and their respective Affiliates (other than Grupo 
Iusacell or any Subsidiary), and their respective directors, officers, 
stockholders, partners, employees, agents, consultants, representatives, 
successors, transferees and

<PAGE>

assigns from, against and in respect of all demands, claims, actions or 
causes of action, assessments, losses, damages, liabilities, costs and 
expenses, and judgments (including, without limitation, interest, penalties 
and reasonable attorneys' fees and expenses incurred in connection 
therewith), of every type and nature whatsoever (collectively, "Claims") 
which arise or result from or relate to the following: (a) the breach of any 
representation or warranty of Grupo Iusacell (to the extent the survival of 
such representation or warranty has not expired pursuant to the terms of 
Section 6.1), (b) the failure of Grupo Iusacell to perform any of its 
covenants or obligations under this Agreement (so long as such failure shall 
not have been caused by any act or failure to act of a Grupo Iusacell 
shareholder and so long as the performance thereof shall not be prohibited by 
law), and (c) any Claim based upon any failure by Grupo Iusacell to pay or 
withhold any Tax. Any indemnification amount paid by Grupo Iusacell to any 
indemnified party shall be increased by the amount necessary to permit the 
indemnified party to receive net indemnification proceeds equal to the amount 
of gross indemnification proceeds that would otherwise have been paid to the 
indemnified party prior to giving effect to any Mexican withholding taxes, if 
any.

      6.3 Indemnification by the Peralta Group. To the full extent permitted 
by applicable law and subject to Section 6.1 hereof, the members of the 
Peralta Group hereby jointly and severally agree to irrevocably indemnify, 
defend and hold harmless BALAH, Grupo Iusacell and their respective 
Affiliates (other than members of the Peralta Group), and their respective 
directors, officers, stockholders, partners, employees, agents, consultants, 
representatives, successors, transferees and assigns from, against and in 
respect of all Claims which arise or result from or relate to the following: 
(a) the breach of any representation or warranty of the Peralta Group (to the 
extent the survival of such representation or warranty has not expired 
pursuant to the terms of Section 6.1), (b) the failure of the Peralta Group 
to perform any of its covenants or obligations under this Agreement (so long 
as the performance thereof shall not be prohibited by law), and (c) any Claim 
based upon any failure by the Peralta Group to pay or withhold any Tax. Any 
indemnification amount paid by the Peralta Group to any indemnified party 
shall be increased by the amount necessary to permit the indemnified party to 
receive net indemnification proceeds equal to the amount of gross 
indemnification proceeds that would otherwise have been paid to the 
indemnified party prior to giving effect to any Mexican withholding taxes, if 
any.

      6.4 Indemnification by BALAH. To the full extent permitted by 
applicable law and subject to Section 6.1 hereof, BALAH hereby agrees to 
irrevocably indemnify, defend and hold harmless Grupo Iusacell, the members 
of the Peralta Group and their respective Affiliates, and their respective 
directors, officers, stockholders, partners, employees, agents, consultants, 
representatives, successors, transferees and assigns from, against and in 
respect of all Claims which arise or result from or relate to the following: 
(a) the breach of any representation or warranty of BALAH (to the extent the 
survival of such

<PAGE>

representation or warranty has not expired pursuant to the terms of Section 
6.1), (b) the failure of BALAH to perform any of its covenants or obligations 
under this Agreement (so long as the performance thereof shall not be 
prohibited by law), and (c) any Claim based upon any failure by BALAH to pay 
or withhold any Tax. Any indemnification amount paid by BALAH to any 
indemnified party shall be increased by the amount necessary to permit the 
indemnified party to receive net indemnification proceeds equal to the amount 
of gross indemnification proceeds that would otherwise have been paid to the 
indemnified party prior to giving effect to any Mexican withholding taxes, if 
any.

      6.5 Indemnification; Notice and Settlement. The indemnification 
procedures to be followed in the event of an indemnifiable Claim shall be 
settled by binding arbitration in accordance with the terms set forth in 
Section 13.4 of the Share Purchase Agreement, which are incorporated herein 
by reference.

                           Article VII: Miscellaneous

      7.1 Dispute Resolution. Any controversy or claim arising out of or 
relating to this Agreement or any document or instrument delivered in 
connection herewith, or any breach hereof or thereof, shall be settled by 
binding arbitration in accordance with the terms set forth in Section 10.3 of 
the New Shareholders Agreement, which are incorporated herein by reference.

      7.2 Specific Performance; Remedies Cumulative. Each of the parties 
acknowledges and agrees that the obligations of the parties hereto under this 
Agreement are unique and that if any party should default in its obligations 
under this Agreement, it would be extremely impracticable to measure the 
resulting damages. Accordingly, in addition to any other available rights or 
remedies available at law or in equity, the nondefaulting party or parties 
shall be entitled to apply for and receive from any court of competent 
jurisdiction specific performance and each defaulting party expressly waives 
the defense that a remedy in damages will be adequate.

      The remedies provided in this Agreement shall be cumulative and shall 
not preclude assertion by any party hereto of any other rights or the seeking 
of any other remedies against any other party hereto.

      7.3 Notices. All notices, requests, demands or other communications 
provided for in this Agreement shall be given in accordance with the 
procedures and shall have the effect set forth in Article IX of the New 
Shareholders Agreement; provided, however, that they shall be in the English 
language, unless the Parties in any specific case agree otherwise. Any such 
communications to Langness and FIUSA shall be sent to Carlos Peralta as 
provided in Article IX of the New Shareholders Agreement.

<PAGE>

      7.4 Expenses; Taxes. Except as provided herein with respect to any 
Mexican taxes required to be withheld and paid over by BALAH to Mexican tax 
authorities, each party shall bear its own expenses incurred in negotiating, 
executing, delivering or performing its obligations under this Agreement and 
shall pay all applicable taxes resulting from performing its obligations 
under this Agreement; provided, however, that Grupo Iusacell shall promptly 
reimburse Grupo Iusa for any and all documented out-of-pocket costs and 
expenses incurred by Grupo Iusa in connection with the transfers of the 
Section 214 Authorization described in Section 2.1(f) hereof.

      7.5 Entire Agreement; Amendment; Waiver. This Agreement constitutes the 
entire and only agreement and understanding among one or more of the parties 
with respect to the subject matter hereof and supersedes all prior 
understandings, agreements or arrangements, if any, among any one or more of 
the parties, whether written or oral. No amendment or modification of this 
Agreement or any of its provisions shall be binding upon any party hereto 
unless made in writing and signed by all of the parties hereto. No waiver of 
any term, condition or obligation of this Agreement shall be valid unless 
made in writing and signed by the party or parties to which such performance 
is due. No waiver of any one or several of the terms, conditions or 
obligations of this Agreement, and no partial waiver thereof, shall be 
construed as a waiver of any of the other terms, conditions or obligations of 
this Agreement, nor shall any waiver constitute a continuing waiver. No 
failure or delay by any party at any time to enforce one or more of the 
terms, conditions or obligations of this Agreement or to exercise any right, 
power or privilege hereunder shall constitute a waiver of such terms, 
conditions, obligations, rights, powers or privileges or shall preclude such 
party from requiring performance by another party at any later time or from 
exercising any such right, power or privilege at any later time; and no 
single or partial exercise of any such right, power or privilege shall 
preclude any other or further exercise thereof or the exercise of any other 
right, power or privilege.

      7.6 Severability. All the provisions of this Agreement shall be 
considered to be separate terms and conditions. In the event any provision of 
this Agreement is determined to be invalid, prohibited or unenforceable by a 
court or other body of competent jurisdiction for any reason unless narrowed 
by construction or reformed, this Agreement shall be construed as if such 
invalid, prohibited or unenforceable provision had been more narrowly drawn 
or shall be reformed automatically so as not to be invalid, prohibited or 
unenforceable. Notwithstanding the foregoing sentence, in the event that any 
provision contained in this Agreement should be determined to be invalid, 
prohibited or unenforceable, the validity, legality and enforceability of the 
remaining severable provisions contained in this Agreement shall not in any 
way be affected or impaired thereby; provided, however, that in the event 
that any part or all of the provisions contained in Section 2.1(a), (b) or 
(c) of this Agreement should be determined to be invalid, prohibited or 
unenforceable, this Agreement shall automatically be null and void and have 
no 

<PAGE>

further force or effect.

      7.7 Parties in Interest; Assignment. This Agreement shall be binding 
upon, and inure to the benefit of, the parties hereto and their respective 
successors by operation of law (including, without limitation, any bequest by 
will or by laws of intestacy). No Person not a party hereto will have any 
rights hereunder, except that any provision hereof which is expressly stated 
to be for the benefit or, or in which an obligation is expressly undertaken 
to, an Affiliate of a party or a transferee of a party is intended to be 
enforceable by them. No party may assign or transfer this Agreement without 
the express written consent of the other parties; provided, however, that 
BALAH may at any time assign any part or all of its rights and obligations 
under this Agreement to any direct or indirect subsidiary of Bell Atlantic 
Corporation, and the Peralta Group may at any time assign any part of all of 
its rights and obligations under this Agreement to any Mexican Affiliate 
thereof (in which case such Affiliate shall become a member of the Peralta 
Group as defined herein), in each case, so long as the assignee agrees in 
writing to be bound by all of the provisions of this Agreement before such 
assignment occurs or is committed to and the assignor remains primarily 
liable for its obligations under this Agreement. In the event of any transfer 
of Shares beneficially owned by any member of the Peralta Group by bequest by 
will or by laws of intestacy, such transferee shall, and the Peralta Group 
shall cause such transferee to, agree in writing to be bound by all of the 
provisions of this Agreement.

      7.8 Choice of Law. This Agreement shall be governed by and construed in 
accordance with the internal laws of Mexico applicable to contracts executed 
and performed entirely therein.

      7.9 English Language Version Controls. The parties acknowledge that any 
Spanish language translations of this Agreement or any Annex hereto are made 
solely for the convenience of the Peralta Group, and that in the event of any 
conflict or divergence between the original English version of this Agreement 
or any such Annex and its Spanish translation, the original English version 
shall control.

      7.10 Recitals and Headings. The recitals and section and subsection 
headings contained in this Agreement are solely for the purpose of reference, 
are not part of the agreement between the parties and shall not in any way 
affect the meaning or interpretation of this Agreement, except to the extent 
that definitions may be set out in the recitals.

<PAGE>

      7.11 Counterparts. This Agreement may be executed in more than one 
counterpart, each of which shall be deemed to be an original, and all of 
which, taken together, shall be deemed to constitute one and the same 
agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of the day and year first above written.

                                 BELL ATLANTIC LATIN AMERICA HOLDINGS, INC.

                                 By: /s/ Thomas R. McKeough
                                     ---------------------------------
                                     Name:  Thomas R. McKeough
                                     Title: Vice President


                                 --------------------------------------
                                 ALEJO PERALTA Y DIAZ CEBALLOS
                                 By:  Carlos Peralta Quintero, Attorney-in-Fact

                                 /s/Carlos Peralta Quintero
                                 --------------------------------------
                                 CARLOS PERALTA QUINTERO

                                 IUSA GRUPO COMUNICACIONES, S.A. DE C.V.


                                 By: /s/Carlos Peralta Quintero
                                     ---------------------------------
                                     Name:  Carlos Peralta Quintero
                                     Title: Attorney-in-Fact

                                 LANGNESS INVESTMENTS LIMITED


                                 By: /s/Carlos Peralta Quintero
                                     ---------------------------------
                                     Name:  Carlos Peralta Quintero
                                     Title: Director























<PAGE>


                                 FIUSA PASTEJE, S.A. DE C.V.


                                 By: /s/Carlos Peralta Quintero
                                     ---------------------------------
                                     Name:  Carlos Peralta Quintero
                                     Title: Attorney-in-Fact

                                 GRUPO IUSACELL, S.A. DE C.V.


                                 By: /s/Guillermo Amore
                                     ---------------------------------
                                     Name:  Guillermo Amore
                                     Title: Director General


















































<PAGE>


                                Index of Annexes


ANNEX A:          New Estatutos

ANNEX B:          New Shareholders Agreement

ANNEX C:          Convertible Debentures

ANNEX D:          Form of Promissory Note (Pagare) for Interim Funding

ANNEX E:          Opinion of Lic. Carlos Gutierrez
ANNEX EE:         Opinion of Lic. Carlos Gutierrez

ANNEX F-1:        Opinion of De Ovando y Martinez del Campo, S.C.
ANNEX FF-1:       Opinion of De Ovando y Martinez del Campo, S.C.

ANNEX F-2:        Opinion of Ruben G. Perlmutter, Esq.
ANNEX FF-2:       Opinion of Ruben G. Perlmutter, Esq.

ANNEX G-1:        Opinion of Canales Asesoria Juridica, S.A. de C.V.
ANNEX GG-1:       Opinion of Canales Asesoria Juridica, S.A. de C.V.

ANNEX G-2:        Opinion of Isle of Man Counsel
ANNEX GG-2:       Opinion of Isle of Man Counsel

ANNEX H:          Directors and Committee Members




































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                     ANNEX H:Directors and Committee Members

            The parties acknowledge that Grupo Iusacell called the following 
meetings of the shareholders of Grupo Iusacell for December 18, 1996: a 
General Ordinary and Extraordinary Meeting of the shareholders of Grupo 
Iusacell, a Special Meeting of the holders of the Series A Shares, a Special 
Meeting of the holders of the Series B Shares, a Special Meeting of the 
holders of the Series D Shares and a Special Meeting of the holders of the 
Series L Shares. The parties acknowledge and agree that the following Persons 
were elected as directors and members of committees of the Board of Directors 
(and, in the event of any other meeting of the shareholders (or any class of 
shareholders) of Grupo Iusacell prior to the 1997 Annual Meeting of 
Shareholders of Grupo Iusacell, BALAH and the Peralta Group hereby agree that 
they shall vote all of their Shares at any such meetings of the shareholders 
and any class of shareholders of Grupo Iusacell in which they have the right 
to vote, as appropriate, to reaffirm the election of the following Persons as 
directors and the election of the following Persons as members of committees 
of the Board of Directors):

                               Board of Directors

    Series A Directors                           Series A Alternates
    ------------------                           -------------------

Alejo Peralta y Diaz Ceballos               Victor Barreiro Cortes
Carlos Peralta Quintero                     Marco Antonio de la Torre Barranco
Lawrence T. Babbio, Jr.                     Richard Cane
William O. Albertini                        Pedro Santamarina N.
Manuel Somoza Alonso                        Antonio Cortina Icaza
Jose Ramon Elizondo                         Alejandro Portilla Garceran
Rodolfo Garcia Muriel                       Carlos Garcia Muriel
Gabriel Alarcon Velazquez                   Gabriel Alarcon Brockmann
Eduardo Rihan Azar                          Roberto Lebrija Castilla
Javier Martinez del Campo                   Manuel Romano M.

    Series B Directors                           Series B Alternates
    ------------------                           -------------------

Thomas A. Bartlett                          Katherine A. Dunne
Thomas R. McKeough                          Ignacio Gomez Morin
Howard Zuckerman                            Jose Estandia F.
Noah S. Asher                               Silvia Malagon Soberanes
Ruben G. Perlmutter                         Xavier Sanchez Gavito D.
Mack E. Treece                              Armando Olivares
David A. Riffelmacher                       Pilar Olmedo Martell
Robert Van Brunt                            Teresa Gomez Fernandez del Castillo
Fernando de Ovando                          Ana Maria Fernandez R.



















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    Series D Director                            Series D Alternate
    -----------------                            ------------------

Ernesto Canales Santos                      Luis Felipe Gonzalez Munoz

    Series L Director                            Series L Alternate
    -----------------                            ------------------

Guillermo Amore                             Edward R. Kingman

                      Committees of the Board of Directors

Executive Committee

    Members                                      Alternates
    -------                                      ----------

Carlos Peralta Quintero                     Victor Barreiro Cortes
Ernesto Canales Santos                      Rodolfo Garcia Muriel
Lawrence T. Babbio, Jr.                     K.A. Dunne or D.A. Riffelmacher
William O. Albertini                        K.A. Dunne or D.A. Riffelmacher
Thomas A. Bartlett                          K.A. Dunne or D.A. Riffelmacher
Thomas R. McKeough                          K.A. Dunne or D.A. Riffelmacher
Noah S. Asher                               K.A. Dunne or D.A. Riffelmacher
Guillermo Amore                             Edward R. Kingman

Finance and Audit Committee

    Members                                      Alternates
    -------                                      ----------

Luis Felipe Gonzalez Munoz                  Eduardo Rihan Azar
Ernesto Canales Santos                      Rodolfo Garcia Muriel
William O. Albertini                        K.A. Dunne or N.S. Asher
Thomas R. McKeough                          K.A. Dunne or N.S. Asher
Mack E. Treece                              K.A. Dunne or N.S. Asher
Guillermo Amore                             Edward R. Kingman

Human Resources and Compensation Committee

    Members                                      Alternates
    -------                                      ----------

Ernesto Canales Santos                      Victor Barreiro Cortes
Thomas A. Bartlett                          N.S. Asher or D.A. Riffelmacher
Thomas R. McKeough                          N.S. Asher or D.A. Riffelmacher
Guillermo Amore                             Edward R. Kingman

















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Strategic Planning and Technology Committee

    Members                                      Alternates
    -------                                      ----------

Carlos Peralta Quintero                     Ernesto Canales Santos
Lawrence T. Babbio                          Richard Cane or D.A. Riffelmacher
Thomas A. Bartlett                          Richard Cane or D.A. Riffelmacher
Guillermo Amore                             Edward R. Kingman