REGISTRATION RIGHTS AGREEMENT

Dated as of March 9, 2004

among

AMRICA MVIL, S.A. de C.V.,

RADIOMVIL DIPSA, S.A. de C.V.

and

J.P. MORGAN SECURITIES INC.

and

MORGAN STANLEY & CO. INCORPORATED

as Initial Purchasers

REGISTRATION RIGHTS AGREEMENT dated as of March 9, 2004 (the Agreement) is entered into by and among Amrica Mvil, S.A. de C.V. (the Company), a sociedad annima de capital variable organized under the laws of the United Mexican States (Mexico), Radiomvil Dipsa, S.A de C.V. (the Guarantor), a sociedad annima de capital variable, organized under the laws of Mexico, and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (collectively, the Initial Purchasers).

The Company, the Guarantor and the Initial Purchasers are parties to the Purchase Agreement dated March 2, 2004 (the Purchase Agreement), which provides for the sale by the Company to the Initial Purchasers of U.S.$500,000,000 aggregate principal amount of the 4.125% Senior Notes due 2009 (the Notes due 2009) and of U.S.$800,000,000 aggregate principal amount of 5.500% Senior Notes due 2014 (the Notes due 2014 and, together with the Notes due 2009, the Notes). The Notes will be guaranteed as to the payment of principal, premium, if any, and interest pursuant to the Indenture (as defined below) by the Guarantor (the Guarantees). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantor have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

Business Day means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Mexico City are authorized or required by law, regulation or executive order to remain closed.

Closing Date shall have the meaning set forth in the Purchase Agreement.

CNBV means the Mexican Comisin Nacional Bancaria y de Valores (National Banking and Securities Commission).

Company shall have the meaning set forth in the preamble and shall also include the Companys successors.

Exchange Act means the U.S. Securities Exchange Act of 1934, as amended.

Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof.

Exchange Offer means the exchange offer by the Company and the Guarantor of Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.

Exchange Offer Registration means a registration under the Securities Act effected pursuant to Section 2(a) hereof.

Exchange Offer Registration Statement means an exchange offer registration statement on Form F-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

Exchange Notes means 4.125% Notes due 2009 and 5.500% Notes due 2014 issued by the Company under the Indenture containing terms substantially identical to the Notes (except that (i) interest thereon shall accrue from the last date to which interest has been paid or duly provided for on the Notes or, if no such interest has been paid or duly provided for, from the Closing Date, (ii) the transfer restrictions and legends relating to restrictions on ownership and transfer thereof as a result of the issuance of the Notes without registration under the Securities Act shall be eliminated, and (iii) each of the 4.125% Notes due 2009 and the 5.500% Notes due 2014 shall be represented by one or more global Exchange Notes in book-entry form unless exchanged for Exchange Notes in definitive certificated form under the limited circumstances provided in the Indenture) to be offered to Holders of Registrable Notes in exchange for Registrable Notes pursuant to the Exchange Offer.

Guarantee shall have the meaning set forth in the preamble to this Agreement.

Guarantor shall have the meaning set forth in the preamble and shall also include Guarantors successors.

Holders means the Initial Purchasers, for so long as they own any Registrable Notes, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Notes under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holders shall include Participating Broker-Dealers.

Initial Purchasers shall have the meaning set forth in the preamble.

Indenture means collectively (i) the Indenture dated as of March 9, 2004 among the Company, the Guarantor and J.P. Morgan Chase Bank, as trustee, (ii) the Supplemental Indenture dated as of March 9, 2004 relating to the Notes due 2009, and (iii) the Supplemental Indenture dated as of March 9, 2004 relating to the Notes due 2014, in each case, as amended from time to time in accordance with the terms thereof.

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