ACQUISITION AGREEMENT



                                  BY AND AMONG



                              BIPER, S.A. DE C.V.,



                           MOVIL ACCESS, S.A. DE C.V.,



                       BELL ATLANTIC INTERNATIONAL, INC.,



                   BELL ATLANTIC LATIN AMERICA HOLDINGS, INC.,



                    BELL ATLANTIC NEW ZEALAND HOLDINGS, INC.



                                       AND



                             VODAFONE AMERICAS B.V.



                            Dated as of June 12, 2003



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                              ACQUISITION AGREEMENT



                  ACQUISITION AGREEMENT, dated as of June 12, 2003 (this

"Agreement"), by and among, BIPER, S.A. DE C.V., a corporation organized and

existing under the laws of the United Mexican States ("Parent"), MOVIL ACCESS,

S.A. DE C.V., a corporation organized and existing under the laws of the United

Mexican States and a wholly owned subsidiary of Parent ("Sub", and together with

Parent, the "Purchasers"), BELL ATLANTIC INTERNATIONAL, INC., a corporation

organized and existing under the laws of Delaware ("BAII"), BELL ATLANTIC LATIN

AMERICA HOLDINGS, INC., a corporation organized and existing under the laws of

Delaware ("BALAH"), BELL ATLANTIC NEW ZEALAND HOLDINGS, INC., a corporation

organized and existing under the laws of Delaware ("BANZHI", and collectively

with BAII and BALAH, the "Verizon Selling Shareholders"), and VODAFONE AMERICAS

B.V., a limited liability company organized and existing under the laws of The

Netherlands ("Vodafone," and together with the Verizon Selling Shareholders, the

"Sellers").



                              W I T N E S S E T H:

                              - - - - - - - - - -



                  WHEREAS, Parent intends to cause Sub, and Sub intends, to

acquire for cash all of the issued and outstanding capital stock of Grupo

Iusacell, S.A. de C.V., a variable stock company organized and existing under

the laws of the United Mexican States (the "Company"), which is comprised of

series A shares without par value (the "Series A Shares"), series V shares of

the Company, without par value (the "Series V Shares"), and American Depositary

Shares, each representing one hundred (100) Series V Shares, of the Company

("ADSs", and together with the Series A Shares and the Series V Shares, the

"Securities"), pursuant to concurrent tender offers in Mexico for all of the

Series A Shares and all of the Series V Shares (the "Mexican Offer") and in the

United States for all of the ADSs (the "U.S. Offer" and together with the

Mexican Offer, the "Offers");



                  WHEREAS, as of the date hereof the Verizon Selling

Shareholders own, either beneficially or of record, in the aggregate,

657,966,431 Series A Shares, 74,752,002 Series V Shares and 14,000 ADSs

representing approximately 39.4% of the total capital stock of the Company

(collectively, the "Verizon Shares");



                  WHEREAS, as of the date hereof Vodafone owns, directly or

indirectly, and either beneficially or of record, 303,326,053 Series A Shares

and 339,617,555 Series V Shares representing approximately 34.5% of the total

capital stock of the Company (collectively, the "Vodafone Shares");



                  WHEREAS, the Verizon Selling Shareholders have agreed to

tender the Verizon Shares (other than ADSs) into the Mexican Offer and the ADSs

into the U.S. Offer and Vodafone has agreed to tender the Vodafone Shares into

the Mexican Offer in accordance with the terms of this Agreement and the Escrow

Agreement; and



                  WHEREAS, the respective Boards of Directors of Parent, Sub,

Verizon and Vodafone have approved this Agreement.



{PAGE}



                  NOW, THEREFORE, in consideration of the premises and of the

mutual covenants, representations, warranties and agreements herein contained,

the parties intending to be legally bound, hereby agree as follows:



                                    ARTICLE I



                                   DEFINITIONS



                  Section 1.1. Definitions. When used in this Agreement, the

following terms shall have the respective meanings specified therefor below.



                  "Acquisition Proposal" shall mean (i) any inquiry, proposal or

offer from any Person or group relating to any direct or indirect acquisition or

purchase of all or substantially all of the consolidated assets of the Company

and its Subsidiaries or a majority of the issued and outstanding capital stock

of the Company or any of its Subsidiaries, (ii) any tender offer or exchange

offer that, if consummated, would result in any Person beneficially owning a

majority of the issued and outstanding capital stock of the Company or any of

its Subsidiaries, or (iii) any merger, consolidation, business combination,

recapitalization, liquidation, dissolution or similar transaction involving the

Company or any of its Subsidiaries, in each case other than the transactions

contemplated by this Agreement.

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