<PAGE>
                                                                    Exhibit 10.1

                     AGREEMENT PBOA/SPB NO. 91/2006 - ANATEL

                           CONCESSION AGREEMENT OF LOCAL SWITCHED FIXED
                           TELEPHONE SERVICE MADE BY AND BETWEEN AGENCIA
                           NACIONAL DE TELECOMUNICACOES AND TELEMAR NORTE LESTE
                           S.A.

AGENCIA NACIONAL DE TELECOMUNICACOES (National Telecommunications Agency),
hereinafter referred to as Anatel, an entity that integrates the UNION, and
pursuant to the terms of Federal Law No. 9.472 of July 16, 1996, General
Telecommunications Law - LGT, invested in the exercise of the Licensing Power,
herein represented by its Deputy Chairman PLINIO DE AGUIAR JUNIOR, Brazilian,
married, engineer, ID Card No. 1.818.065-IFP-RJ and with taxpayer register
CPF/MF No. 025.211.057-91, with Director PEDRO JAIME ZILLER DE ARAUJO,
Brazilian, married, engineer, holder of ID Card No. 7160/D-CREA-MG and taxpayer
register CPF/MF No. 320.408.228-87, and TELEMAR NORTE LESTE S.A., corporate
taxpayer register CNPJ/MF No. 33.000.118/0001-79, by its CEO RONALDO IABRUDI DOS
SANTOS PEREIRA, Brazilian, single, psychologist, ID Card No. 238.631 SSP-MG,
taxpayer register CPF/MF No. 223.184.456-72 and by its Regulations Director
ALAIN STEPHANE RIVIERE, Brazilian, married, economist, ID Card No. 020.119.274-7
DETRAN, taxpayer register CPF/MF No. 214.701.088-01, hereinafter referred to as
Carrier, according to the provisions of Article 207, Section 1 of said General
Telecommunications Law, hereby and in the best form of the law, enter into this
CONCESSION AGREEMENT, which will be governed by the rules and clauses below:

CHAPTER I - PURPOSE

                  CLAUSE 1.1. The purpose of this Agreement is the licensing of
the Switched Fixed Telephone Service (Servico Telefonico Fixo Comutado) - STFC,
intended for public use in general, provided in the public system, in the Local
Service Mode, in the geographic area defined in Clause 2.1, pursuant to the
terms of the General Licensing Plan.

                  SOLE SECTION. The Switched Fixed Telephone Service is
comprised in the purpose of this license, provided in the public system, in
boundary and frontier areas, in accordance with the regulation edited by Anatel,
according to the provisions of the General Licensing Plan.

                  CLAUSE 1.2. Switched Fixed Telephone Service is the
telecommunications service by means of transmission of voice and other signals,
intended to communication between certain fixed points, using telephony
processes.
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                  CLAUSE 1.3. Upon previous approval by Anatel, Carrier may
implant and exploit new provisions, utilities or conveniences related to the
provision of the service contemplated in this license.

                  SOLE SECTION. The provisions, utilities or conveniences,
which, at the judgment of Anatel, are considered to be inherent and
complementary to the platform of the service licensed hereunder shall be
considered as related to the purpose of this concession, without characterizing
another service or service mode or, value added service, in compliance with the
provisions of the regulations, especially those of Article 222 of the Federal
Constitution of 1988.

                  CLAUSE 1.4. Carrier has the right to implant, expand and
operate the telecommunication networks necessary to the execution of the
service, as well as its industrial exploitation, pursuant to the terms of the
regulations.

                  CLAUSE 1.5. The provision of the licensed service is
inseparable from compliance with the universalization and quality targets
contemplated herein.

                  CLAUSE 1.6. Carrier undertakes to supply to its subscribers,
directly or through third parties, for free, telephone lists of the subscribers
of all providers of the Switched Fixed Telephone Service, in its concession
area, in compliance with the regulations.

                  SECTION 1. The obligations contemplated in the heading by
means of free provision of the information service of subscriber access code
will be considered as fulfilled, in compliance with the terms of the
regulations.

                  SECTION 2. Without prejudice to the provisions in the previous
paragraph, the supply of a printed Free and Compulsory Telephone Directory -
LTOG, when requested by the subscriber, is compulsory.

                  CLAUSE 1.7. Carrier shall guarantee to all users of the
licensed service the performance of the necessary installations to the provision
of the service, pursuant to the terms of the regulations.

                  CLAUSE 1.8. Carrier shall maintain free access to public
emergency services established in the regulations, regardless of the origin of
the call of the Switched Fixed Telephone Service.

CHAPTER II - SERVICE PROVISION AREA

                  CLAUSE 2.1. The geographic area for provision of the service
contemplated in this license is covered by the territories contained in Sector
No. 1, set forth in Attachment 02 of the General Licensing Plan.
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CHAPTER III - TERM AND CONDITIONS FOR AMENDMENT OF THE AGREEMENT

                  CLAUSE 3.1. The term of this license, granted for
remuneration, ends on December 31, 2025.

                  CLAUSE 3.2. This Agreement may be amended on December 31,
2010, December 31, 2015 and December 31, 2020 to establish new conditions and
new universalization and quality targets, having in view the conditions in force
at the time, defining moreover, in the case of the universalization targets,
complementary resources, pursuant to Article 81 of Law 9.472, of 1997.

                  SECTION 1. Twenty-four (24) months before the alterations
contemplated in this clause, Anatel will cause to be published a public
consultation with its proposal of new conditions and new service quality and
universalization targets, the latter being submitted to approval by Decree of
the President of the Republic, pursuant to the terms of Article 18, item III, of
Law No. 9.472, of 1997.

                  SECTION 2. The alterations mentioned in this clause do not
exclude the possibility of revision, at any time of this Agreement, by virtue of
a material fact arising, at the discretion of Anatel.

                  SECTION 3. It is incumbent upon Anatel to ensure protection of
the economic situation of Carrier, pursuant to Chapter XIII hereof.

                  CLAUSE 3.3. Carrier shall pay, every two year, for the license
period, a lien equivalent to 2% (two percent) of its revenue, of the year prior
to payment of the Switched Fixed Telephone Service, net of applicable taxes and
social contributions.

                  SECTION 1. In the calculation of the amount mentioned in the
heading of this clause, the net revenue from the application of the basic and
alternative service plans, contemplated in this license, will be considered.

                  SECTION 2. The calculation of the percentage mentioned in the
heading of this clause will always be made with respect to the net revenue from
deductions of taxes and contributions applicable, calculated between January and
December of the preceding year and obtained from the financial statements
elaborated according to the corporate legislations and fundamental accounting
principles, approved by Carrier's administration and audited by independent
auditors, and its payment will be due on April 30 of the year succeeding that of
final calculation of the lien.

                  SECTION 3. The first installment of the lien will be due on
April 30, 2007, calculated considering the net revenue calculated from January 1
to December 31,
<PAGE>
2006, and the subsequent installments will be due every 24 (twenty-four) months
thereafter, having as calculation basis the revenue of the preceding year.

                  SECTION 4. Delay in payment of the lien contemplated in this
clause will lead to the collection of an arrears fine of 0.33% (zero point
thirty three percent) per day, up to the limit of 10% (ten percent), plus the
reference basic rate SELIC for federal bonds, to be applied on the debt amount,
considering all the days of arrears in the payment.

CHAPTER IV - MODE, FORM AND CONDITION OF THE PROVISION

                  CLAUSE 4.1. Anatel will authorize the use of radio frequencies
in the provision of the service contemplated herein, for remuneration and
without exclusivity, except if there is a provision to the contrary in the
regulations, according to the provisions of articles 83 and 163 of Law 9.472, of
1997.

                  SECTION 1. Carrier will be entitled to extension, for
remuneration and without exclusivity, of the radio frequencies' use
authorizations used on the execution date of this Agreement and which are
necessary to the continuity of the provision of the service.

                  SECTION 2. The amount to be paid for the extension mentioned
in the previous paragraph will not lead to a change in the value of the lien
mentioned in Clause 3.3 of this Agreement.

                  SECTION 3. The right of use of radio frequencies mentioned in
this clause does not eliminate Anatel's prerogative granted by Article 161 of
Law 9.472, of 1997.

                  SECTION 4. The new radio frequencies requested by Carrier will
have their use authorized, for remuneration, in compliance with the procedures
defined by Anatel for similar authorizations.

                  SECTION 5. The term of the authorizations of use of the radio
frequencies contemplated in this clause will end with this license.

                  SECTION 6. The return to Anatel of radio frequencies, which
are not necessary to the continuity of the provision of the services, will not
lead to modification of lien value set in Clause 3.3.

                  CLAUSE 4.2. Carrier undertakes to provide the service
contemplated in this license so as to comply fully with the universalization and
continuity obligations inherent to the public system, which are entirely
applicable to it, in compliance with the criteria, formulae and parameters
defined in this Agreement.
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                  SOLE SECTION. Failure to comply with the obligations related
to universalization and continuity will lead to the application of the sanctions
contemplated herein, will permit decree of intervention by Anatel and, according
to the case and gravity, or when the decree of intervention is inconvenient,
harmless, unjustly beneficial to Carrier or unnecessary, will lead to forfeiture
of the license, pursuant to the terms of the provisions of clause 27.4.

                  CLAUSE 4.3. Carrier will exploit the service contemplated in
this license at its expense and risk, within the system of ample and fair
competition, established in Law No. 9.472, of 1997, and in the General Licensing
Plan, being remunerated according to rates charged and for eventual
complementary or accessory revenues, which it receives pursuant to the terms of
this Agreement.

                  SOLE SECTION. Carrier will not be entitled to any type of
exclusivity, nor shall it be able to claim any right with respect to the
admission of new providers of the same service, whether in the public or private
system.

                  CLAUSE 4.4. For the entire duration of the license, Carrier
undertakes to keep its quality, coverage and offer of service commitments, set
forth herein, regardless of the competition environment existing in the
geographic area of exploitation of the service.

                  CLAUSE 4.5. Carrier undertakes to maintain and conserve all
the assets, equipment and facilities used in the service in perfect working
order, conserving and repairing their units and promoting, timely, the
replacements required as a result of wear and tear or technological innovation,
or yet promoting the necessary repairs or modernizations to the appropriate
execution of the service and provision of the appropriate service, as determined
in this Agreement.

CHAPTER V - RULES FOR IMPLANTATION, EXPANSION, ALTERATION AND MODERNIZATION OF
THE SERVICE

                  CLAUSE 5.1. The expansion and modernization of the licensed
service, in compliance with the targets and criteria of this Agreement, are
basic presuppositions of this license.

                  SOLE SECTION. Anatel may determine the alteration of
implantation, expansion and modernization of the service targets, in compliance
with Carrier's right not be obliged to bear additional non-recoverable costs
with the revenue arising out of meeting these targets through efficient
exploitation of the service.

                  CLAUSE 5.2. Change in the conditions of the service provision
may only occur by Anatel's determination or its prior and express approval.
<PAGE>
                  CLAUSE 5.3. The modernization of the service may be sought by
constantly introducing equipment, processes and means able to provide to the
user a service compatible with the state of the art in the technologies
available in the market.

CHAPTER VI - SERVICE QUALITY CRITERIA AND INDICATORS

                  CLAUSE 6.1. It is a presupposition of this license that the
service provided by Carrier be adequate, such service being considered as that
which satisfied the conditions of regularity, efficiency, safety, innovation,
generality, courtesy and reasonableness of the rates.

                  SECTION 1. Regularity will be characterized by the continued
provision of the service in strict compliance with the provisions of the rules
issued by Anatel.

                  SECTION 2. Efficiency will be characterized by the achievement
and preservation of the parameters set forth in this Agreement and by attendance
of the service user in the terms contemplated in this Agreement.

                  SECTION 3. Safety in the provision of the service will be
characterized by confidentiality of date relative to the use of the service by
users as well as by utter preservation of confidentiality of the information
transmitted in the scope of this provision, in compliance with Chapter XV.

                  SECTION 4. Innovation will be characterized by the modernity
of the equipment, facilities and service provision techniques, absorbing
technological advancements that arise during the concession period, which,
definitely bring benefits to users, in compliance with the provisions of this
Agreement.

                  SECTION 5. Generality will be characterized by
non-discriminatory provision of the service to all and any user, Carrier
undertaking to provide the service to whomsoever requests it, on the location
indicated by applicant, pursuant to the terms hereof, and according to the
regulations.

                  SECTION 6. Courtesy will be characterized by respectful,
prompt attendance to all users of the licensed service, as well as by compliance
with the obligations to inform and attend promptly and politely all who, whether
users or not, request information from Carrier, measures, or any type of
postulation, pursuant to the terms hereof.

                  SECTION 7. The reasonableness principle shall meet the
parameters and indicators of the General Quality Targets Plan.
<PAGE>
                  SOLE SECTION. Carrier shall disclose by April 30 of each year
a statement of compliance with the General Quality Targets Plan and General
Universalization Targets Plan, pursuant to the regulations.

                  CLAUSE 6.3. In addition to follow-up and control of the
quality indicators, Anatel shall, periodically assess the degree of satisfaction
by users with the service licensed herein, and may disclose Carrier's results
covering, at least, the following aspects:

                  I - compliance by user, especially as far as ease of access is
                  concerned, readiness, cordiality, speed, and effectiveness in
                  the reply to requests and complaints;

                  II - tariffs and prices charged, as well as discounts offered;

                  III - quality of service provided; and

                  IV - appropriateness of the quality of services offered to
                  users' needs.

CHAPTER VII - CONTINUITY

                  CLAUSE 7.1. The continuity of the service licensed hereunder,
an essential element to its provision system, will be characterized by the
non-interruption of the service, in compliance with the suspension for default
by the user, pursuant to the terms of Clause 9.3 and in Article 3, item VII, of
Law 9.472, of 1997.

                  SOLE SECTION. The circumstantial interruption of the service
due to an emergency situation, motivated by technical and safety reasons in the
facilities, will not be considered as a breach of continuity, provided that
informed to the users affected and, in the relevant cases, by circumstantiated
notice to Anatel.

                  CLAUSE 7.2. The Carrier may not, in any event, interrupt the
service provision claiming default on any obligation by Anatel or the Union, and
it may not invoke the exception of contractual default.

CHAPTER VIII - UNIVERSALIZATION TARGETS

                  CLAUSE 8.1. Universalization is an essential trait of the
service provision system granted herein and will be characterized by uniform and
non-discriminatory attendance of all users and by compliance with the targets in
the General Universalization Targets Plan, attached to this Agreement, approved
by the Executive, pursuant to the terms of Article 18, item III and 80 of Law
No. 9.472, of 1997.
<PAGE>
                  CLAUSE 8.2. The implementation costs of the universalization
targets, set forth in the General Universalization Targets Plan, attached
hereto, will be paid for from Carrier's resources.

                  CLAUSE 8.3. Additionally to the provisions in Clause 8.2,
Carrier assumes the obligation to implement universalization targets not
contemplated in this Agreement and which are in future required by Anatel, in
compliance with the following:

                  I - Anatel will consult Carrier on the total costs of
                  implementation of the intended additional targets, and on the
                  installment of these costs, which may not be amortized by the
                  revenue from exploitation, being covered by a specific payment
                  that indicates specifically the objectives to be met, the
                  selected technologies, as well as the place and deadline for
                  implementation;

                  II - if, after the period set in the consultation has elapsed
                  and Carrier makes no pronouncement, Anatel will take the steps
                  necessary to determine the liens and costs of the
                  implementation of these targets as well as to estimate the
                  corresponding generation of revenue;

                  III - if Carrier's consultation is answered, Anatel will
                  assess if the revenue costs and estimates presented are
                  appropriate and compatible, taking into account the available
                  technologies, the price of raw materials and labor, the
                  geographic and socio-economic characteristics of the demand to
                  be met, market prices in addition to other cost variables it
                  deems relevant;

                  IV - if it does not consider the proposed revenue costs and/or
                  estimate reasonable, Anatel may, with reason, impute the
                  implementation of targets to Carrier, establishing the
                  reimbursement amount, in compliance with the provisions of
                  Chapter XXXIII; and

                  V - if the reimbursement amounts are adequate and compatible,
                  according to Anatel's understanding, the latter shall conform
                  to Carrier the imputation of the implementation of these
                  specific targets, in the terms of the reimbursement proposal
                  sent by Carrier.

                  SECTION 1. If, after the procedure contemplated in this
clause, Anatel deems inconvenient or unfeasible the implementation of the
specific universalization target through the Carrier, it will subcontract the
job from another, and it may do so through specific and delimited service
licenses, in compliance with the economic parameters obtained in the procedure
contemplated in this clause.
<PAGE>
                  SECTION 2. At the discretion of Anatel, the procedure
contemplated in this clause may also be used for purposes of setting values to
be reimbursed, at the time of the anticipation of targets contemplated herein.

                  CLAUSE 8.4. The adoption of the procedures contemplated in the
previous clause is under Anatel's authority, which may use it at its discretion
and according to the best interest of the public, Carrier having no preemptive
right in the implementation of these targets.

CHAPTER IX - RULES ON THE SUSPENSION OF THE SERVICE BY DEFAULT AND REQUEST BY
SUBSCRIBER

                  CLAUSE 9.1. The subscriber of the services contemplated in
this license may request, at any time, for the terminal he uses to be
disconnected, pursuant to the regulations.

                  CLAUSE 9.2. The subscriber who is up to date with his payments
toward Carrier and requests the suspension of the service will be assured of
reconnection of the terminal at the same address and will be able to maintain
the prefix and numbering at the end of the suspension term requested, according
to the regulations.

                  CLAUSE 9.3. Carrier may only disconnect the terminal, whose
subscriber does not honor the payment of the debt directly arising out of the
use of the licensed service, in compliance with the regulations and following
the criteria below aimed at the preservation of the subscribers' rights:

                  I - the subscriber shall be guarantee a term to challenge the
                  debts entered against the same;

                  II - the defaulting subscriber will be entitled to preserve
                  his access code, according to the regulations; and

                  III - the defaulting subscriber must not be burdened with the
                  payment of the monthly subscription fee relative to the
                  periods of suspension of the STFC provision.

                  SECTION 1. Carrier shall inform the disconnection to the
subscriber with the notice provided in the regulations.

                  SECTION 2. Default of the debts not directly related to the
service contemplated in this license, according to Sections 1, 2 and 3 of Clause
11.6, will not lead to the interruption covered in this clause.
<PAGE>
                  CLAUSE 9.4. Carrier will furthermore assure to the subscriber
the right to have access to the provisions, conveniences or utilities offered
temporarily or permanently blocked, as well as to value added services, whenever
requested by him, pursuant to the terms of the regulations.

                  CLAUSE 9.5. If the subscriber's default refers exclusively to
the payment of services provided by a STFC provider other than the one licensed
hereunder who is being jointly invoiced by Carrier, the blocking must comply
with the specific procedure contemplated in Anatel's regulations.

CHAPTER X - NUMBERING PLAN

                  CLAUSE 10.1. Carrier undertakes to comply with the Numbering
Regulations of the Switched Fixed Telephone Service, and must assure to the
service subscriber access codes portability, pursuant to the terms of the
Regulations.

                  SECTION 1. Carrier will bear with the costs arising out of
said regulations in the heading of this clause.

                  SECTION 2. The costs relative to the resources necessary to
permit the implantation and operation of the access codes portability shall be
fully assumed by the Carrier as far as its network is concerned.

                  SECTION 3. The costs relative to the common resources
necessary to the implantation and operation of access codes portability will be
assumed by the providers, pursuant to the regulations.

                  SECTION 4. The administrative costs of the consignation and
occupation process of Carrier's Numbering Resources, described in the Numbering
Regulations of the Switched Fixed Telephone Service will be imputed to it
pursuant to the rules of the administration of the Numbering Resources, defined
by Anatel.

CHAPTER XI - THE SYSTEM OF RATES AND COLLECTION FROM USERS

                  CLAUSE 11.1. Carrier shall offer to all users compulsorily the
Local Service Basic Plan, Attachment No. 03, which is an integral part hereof.

                  SOLE SECTION. The Local Service Basic Plan will be the only
one for the entire area mentioned in Clause 2.1 and shall contain, pursuant to
the terms of Anatel's provisions, maximum amounts for each item of the tariff
structure defined for the provision of the Switched Fixed Telephone Service,
which amounts will be revised and restated, in compliance with the applicable
rules.
<PAGE>
                  CLAUSE 11.2. Carrier may offer to its users Alternative Local
Service Plans with different characteristics from those of the Local Service
Basic Plan.

                  SECTION 1. Carrier will guarantee to subscriber the transfer
among the different Local Service Plans that it offers, pursuant to the terms of
the regulations.

                  SECTION 2. The structure of rates, values and other
characteristics associated to the Alternative Local Service Plans are freely
proposed by Carrier, in compliance with the provisions of Clause 1.1..

                  SECTION 3. Carrier is obliged to offer to the user its
Alternative Local Service Plans, without discrimination and in compliance with
the terms defined for it.

                  SECTION 4. The Alternative Local Service Plans shall be
submitted to homologation by Anatel before they are offered to the public in
general.

                  SECTION 5. After the period of 15 (fifteen) days, counted from
the proposal's receipt, has elapsed, without any pronouncement by Anatel on the
request, the Alternative Local Service Plans may be commercialized, but will
remain subject to the homologation by Anatel.

                  SECTION 6. Given the needs of services to the Company, Anatel
may establish specific alternative plans to be implemented by the Carriers,
pursuant to the terms of the regulations.

                  CLAUSE 11.3. Carrier may make discounts in the rates of the
Local Service Plans, provided that fairly and without discrimination, subjective
reduction of values being prohibited, and in compliance with the principle of
fair competition.

                  SOLE SECTION. Carrier, in compliance with the terms of the
regulations, undertakes to disclose, in advance, to its users, the rate
discounts, publicizing them widely and in advance, informing its decision to
Anatel, up to 7 (seven) days after the beginning of the effectiveness of the
rate reduction.

                  CLAUSE 11.4. Carrier undertakes to amply publicize the rates
practiced for the service contemplated in the license, as regulated by Anatel.

                  CLAUSE 11.5. At the time of the implementation of new
provisions, utilities or conveniences related to the service contemplated in the
license, Carrier shall submit previously how much it intends to charge for
approval by Anatel, without which no rate or price may be charged.

                  CLAUSE 11.6. The collection documents issued by Carrier shall
be presented in detail, clearly, explanatorily and privately, and they shall
discriminate the
<PAGE>
type and quantity of each service provided to the subscriber, according to the
regulations.

                  SECTION 1. Carrier, in the terms of this Agreement, shall post
in the collection document clearly and explicitly the sums due by the subscriber
to other telecommunications service providers of collective interest, fair and
non-discriminatory conditions being guaranteed.

                  SECTION 2. Carrier may post in the collection document,
provided that clearly and explicitly the sums due by the subscriber as a result
of other provisions, conveniences or utilities related to the licensed service.

                  SECTION 3. It is prohibited to include in the collection
document values related to the provision of value added services, without the
express consent of the subscriber.

                  SECTION 4. Carrier undertakes to supply, upon request of the
subscriber, a collection document with a minimum level of detail, which enables
one to identify for each call the telephone number that was called, the date,
time and duration of the call and its respective value, pursuant to the terms of
the regulations.

                  SECTION 5. Carrier may not charge for the supply referred to
in the previous paragraph, except in the cases expressly provided in the
regulations.

                  CLAUSE 11.7. Carrier will collect from the other
telecommunication service provider tariffs for use of networks, in compliance
with the regulations.

                  CLAUSE 11.8. Carrier will offer a discount to the subscriber
affected by any discontinuities in the provision of the services licensed,
provided that not motivated by subscriber, which will be proportionate to the
period in which the interruption is verified, according to the regulations.

CHAPTER XII - RESTATEMENT OF TARIFFS

                  CLAUSE 12.1. At each interval of not less than 12 (twelve)
months, by initiative of Anatel or Carrier, in compliance with the rules of the
effective economic legislation, the tariffs of the Local Service Basic Plan -
Attachment No. 03 may be restated by applying the formulae below:

<TABLE>
<S>                                                                                                  <C>
(Ass(t) + n (to) x MIN (t) (less than or equal to) = (l - k) X Ft x (Ass(to) +n (to) x MIN to)

Where:

                                                                                              m
Asst = Res (to) X AssRes (t) + PN Res (to) x AssN Res (t) + PTronco (to) x Ass Tronco (t) + (sum) (PCn (to) x AssCN (t)
                                                                                             n=1
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                      <C>
                                                                                                 m
Ass(to) = Res (to) X AssResto + PN Res (to) x AssN Res (to) + PTronco (to) x Ass Tronco (to) + (sum) (PCn (to) x AssCN (to))
                                                                                                n=1
</TABLE>

Ass Res(t) (less than or equal to) = AssN Res (to) x 1.05 x Ft

AssTronco(t) (less than or equal to) = AssTronco (to) x 1.05 x Ft

Ass Res(t) (less than or equal to) = AssN Res (t) < = AssTronco (t)

MIN (t) (less than or equal to)) = MIN (to) x 1.05 x Ft

And also:

HABRes(t) (less than or equal to) = HABRes(to) X Ft X (l  - k)

HABNRes(t) (less than or equal to) = HABNRes(to) X Ft X (l  - k)

HABTronco(t) (less than or equal to) = HABTronco(to) X Ft X (l  - k)

VTP(t) (less than or equal to) = VTP(to) X Ft X (l  - k)

Where:

t = proposed date for the restatement

to = date of last restatement

MIN = Value of minute of use of local service, net of applicable taxes

PRES(to) = percentage of residential subscribers of the Local Service Basic Plan
observed in the total subscribers of Carrier, since last restatement.

PNRES(to) = percentage of non-residential subscribers of the Local Service Basic
Plan observed in the total subscribers of Carrier, since last restatement.

PTronco(to) = percentage of trunk subscribers of Local Service Basic Plan
observed in the total subscribers of Assignee, from the last restatement

PCn(to) = percentage of Class n subscribers of Local Service Basic Plan observed
in the total subscribers of Carrier, since the last restatement.

Ass = average Subscription value

AssRes = value of the Residential Subscription, net of applicable taxes.

AssNRes = value of Non-Residential Subscription, net of applicable taxes.
<PAGE>
AssTronco = value of Trunk Subscription, net of applicable taxes.

AssCn = value of Class n subscription, net of applicable taxes.

HABRes = value of non-residential terminal activation fee, net of applicable
taxes.

HABNTronco = value of trunk terminal activation fee, net of applicable taxes.

VTP = rating unit value for calls originated in collective accesses.

n(to) = average number of minutes invoiced per subscription of Local Service
Basic Plan, including the total number of minutes equivalent to the calls made
in non-peak time, the time interval between the last restatement and the
proposed restatement considered.

Ft =  IST(t)
      -----
      IST(to)

Where:

IST - Index of updating of rates composed from existing price indexes, pursuant
to the terms of the regulations.

K = X + FA

X = transfer factor

FA = smoothing factor

                  SECTION 1. For the period between January 1, 2006 and December
31, 2007, Anatel will establish the X transfer factor based on a simplified
methodology that includes, among others, the physical and economic data relative
to monthly subscription and minute of use products, as well as material factors,
personnel, services and depreciation.

                  SECTION 2. From January 1, 2008, Anatel will establish the X
transfer factor based on a methodology that considers the optimization of the
service provision costs, pursuant to the terms of the regulations.

                  SECTION 3. If the value from the calculation of the X transfer
factor is negative, the value 0 (zero) will be adopted for it.

                  SECTION 4. The smoothing factor is:
<PAGE>
                  I - 0 (zero) for IST variations, in the period considered, up
                  to 10% (ten percent);

                  II - 0.01 (zero point zero one), for IST variations, in the
                  period considered, above 10% (ten percent) and up to 20%
                  (twenty percent); and

                  III - 0.02 (zero point zero two), for IST variations, in the
                  period considered, above 20% (twenty percent).

                  SECTION 5. If the restatement period involves values different
to the transfer factor, the restatement will be applied progressively, observing
the periods involved and the respective formulae and effective criteria.

                  SECTION 6. If the date of the last restatement is prior to the
effective date of this Agreement, the restatement will be applied progressively,
observing the periods involved and the respective formulae and criteria in
force.

                  SECTION 7. If the restatement is made in periods subsequent to
twelve months, the formula, which includes the transfer factor, shall be applied
progressively, considering periods of twelve months, and, finally, the residue
of months, if any.

                  SECTION 8. Anatel may establish new tariff follow-up criteria,
including transfer factor values at the time of amendment of this Agreement,
pursuant to the terms of Clause 3.2., considering the conditions in force at the
time.

                  CLAUSE 12.2. The follow-up of Local Network shall comply with
the provisions of Clause 25.2 and the regulations.

                  SOLE SECTION. Anatel may establish new follow-up criteria of
Local Network Use Tariffs at the time of amendment of this Agreement, pursuant
to the terms contemplated in Clause 3.2, and considering the conditions in force
at the time.

                  CLAUSE 12.3. The follow-up of local mode STFC rates, in calls
involving other telecommunications services, must comply with the specific
regulations.

CHAPTER XIII - PROTECTION OF THE ECONOMIC SITUATION OF CARRIER AND REVISION OF
TARIFFS

                  CLAUSE 13.1. A basic presupposition of this Agreement is the
preservation, in the broad competition system of fair equivalence among the
provision and remuneration, the parties being prohibited unjustified enrichment
at the expense of the other party or of service users, pursuant to the terms
provided for in this Chapter.
<PAGE>
                  SECTION 1. The Carrier will not be obliged to bear losses as a
result of this Agreement, except if they result from some of the following
factors:

                  I - their negligence, ineptitude or omission in exploiting the
                  service;

                  II - risks normal to the business activity;

                  III - inefficient management of their business, including that
                  which is characterized by the payment of operating and
                  administrative costs incompatible with the parameters verified
                  in the market; or

                  IV - their incapacity to take advantage of market
                  opportunities, including with respect to expansion and
                  increase of the service provision contemplated in this
                  license.

                  SECTION 2. Unjustified enrichment by Carrier resulting from
the following is prohibited:

                  I - appropriation of economic gains not arising directly out
                  of business efficiency, especially when resulting from the
                  publication of new rules on the service; and

                  II - transfer of revenues to third parties, at the expense of
                  the application of the tariff mode principle, as established
                  in Section 7 of Clause 6.1.

                  SECTION 3. Carrier will be entitled to resume its initial
status of charges and retributions when circumstances of force majeure or
calamities significantly affect the exploitation of the service, always in
compliance, as a parameter, the reflex of these situations on private service
providers.

                  SECTION 4. In assessing the appropriateness of the resumption
covered by the previous paragraph, among other factors, the existence of
coverage of the event that motivated the change in the initial economic
situation by the Insurance Plan contemplated in Clause 24.1 will be considered.

                  CLAUSE 13.2. The resumption of the Agreement's economic
situation will be acceptable when it is demonstrated that the factors indicated
in Section 1 of the previous clause did not occur. This will be done preferably
by revising the rates or by any other mechanism, which, at the discretion of
Anatel, is considered appropriate to neutralize the situation verified.

                  SECTION 1. The revision of rates will remove any other
neutralization mechanism of unjustified enrichment of the parties, overcoming
the event to which it referred.
<PAGE>
                  SECTION 2. Only one, complete and final measure will be
adopted to neutralize a distortion, with respect to the event that produced it.

                  CLAUSE 13.3. Regardless of the provisions of Clause 13.1, the
revision of the rates that integrate the Local Service Basic Plan in favor of
Carrier or the users will be appropriate, pursuant to the terms of Article 108
of Law 9.472, of 1997, when one of the following specific situations is
verified:

                  I - unilateral modification of this Agreement, imposed by
                  Anatel, representing an expressive variation of costs or
                  revenues, for more or less, so that the increase or reduction
                  of rates is imposed by the need to avoid unjustified
                  enrichment by any of the parties;

                  II - change in the tax order subsequent to the execution of
                  this Agreement, which leads to an increase or reduction in
                  Carrier's potential profitability;

                  III - supervening occurrences, arising from the fact of the
                  principal or Administration resulting, with evidence, on
                  alteration of Carrier's costs;

                  IV - specific change in the law, causing a direct impact on
                  Carrier's revenues so as to affect the continuity or quality
                  of the service provided; or

                  V - legislative change leading to a benefit to Carrier,
                  including that which grants or suppresses an exemption,
                  reduction, discount or any other tax or tariff privilege,
                  according to the provisions of Section 3 of Article 108, Law
                  9.472, of 1997.

                  SECTION 1. The loss or reduction of Carrier's gains resulting
from free exploitation of the service under competitive conditions or conditions
of inefficient management of its own business will not lead to revision of
rates.

                  SECTION 2. The event of revision contemplated in item II of
the heading of this clause will not apply when the change in the tax order leads
to the creation, suppression, increase or reduction in taxes applicable to the
income or profit or Carrier, such as Income Tax, which do not lead to
administrative or operating liens.

                  SECTION 3. There shall be no revision of rates in the events
contemplated in this Clause when the events that led to it have already been
covered by the Insurance Plan contemplated in Clause 24.1.

                  SECTION 4. Carrier's contributions to the Universalization
Fund of Telecommunication Services (Fundo de Universalizacao dos Servicos de
<PAGE>
Telecomunicacoes) and to the Telecommunications Technological Development Fund
(Fundo para o Desenvolvimento Tecnologico das Telecomunicacoes) will not lead to
revision of rates.

                  CLAUSE 13.4. The revision of tariffs will not be appropriate
when it is characterized that the impacts that motivated Carrier's request can
be neutralized by efficient exploitation of the service, by market expansion or
by the generation of alternative or complementary revenues associated to the
purpose of this Agreement, in compliance with the competitive conditions
verified at the time.

                  SOLE SECTION. The reduction of revenue resulting from
discounts or reduction of rates will not lead to revision thereof.

                  CLAUSE 13.5. The rates revision procedure may be initiated by
Carrier's requirement or by Anatel's determination.

                  SECTION 1. When Carrier initiates the rates revision
procedure, the following requirements must be complied with:

                  I - be accompanied by technical or expert report,
                  demonstrating clearly and convincingly the occurrence's impact
                  on the formation of the rates or on the estimate of Carrier's
                  revenues;

                  II - be accompanied by all the documents necessary to
                  demonstration of the acceptance of the claim;

                  III - Carrier shall indicate its intention to review the
                  rates, informing the impacts and eventual alternatives of
                  balancing rates; and

                  IV - Carrier shall bear all costs with diligences and studies
                  necessary to full instruction of the request;

                  SECTION 2. The procedure of rates revision initiated by Anatel
shall be communicated to Carrier, consigning a deadline for latter's
pronouncement, accompanied by a copy of the reports and studies conducted to
characterize the situation that led to the revision.

                  SECTION 3. The rates revision procedure will be concluded
within a period not longer than 120 (one hundred and twenty) days, except in
case its extension is necessary to complement the instruction.

                  SECTION 4. Anatel shall have to approve the requirement, and
Carrier must provide ample disclosure of new maximum amounts for the revised
tariffs, pursuant to the terms stated herein.
<PAGE>
CHAPTER XIV - ALTERNATIVE, COMPLEMENTARY AND ACCESSORY REVENUES

                  CLAUSE 14.1. Carrier may obtain other alternative sources of
revenues, provided that this does not lead to failure to comply with the rules
set forth in the Telecommunication Services Regulations and other rules edited
by Anatel.

                  SECTION 1. Except for the events provided in a specific law,
Anatel shall neither grant nor transfer to Carrier, its associated companies,
subsidiaries or controlling company, a license or authorization of Cable TV
Service, in the same area referred to in Clause 2.1, until such prohibition has
been expressly revoked.

                  SECTION 2. In compliance with the terms of the regulations,
Carrier, its associated companies, subsidiaries or controlling companies may not
subject the offer of the service licensed herein to tied consumption with any
other service, or offer benefits to the user by virtue of the enjoyment of
additional services to that contemplated herein, even if provided by third
parties.

                  CLAUSE 14.2. Anatel may determine that Carrier offers to users
provisions, conveniences or utilities related to the purpose of the license. In
this case, the parties must adjust the unit prices of these services, in
compliance with market parameters and the right to fair remuneration.

CHAPTER XV - RIGHTS AND GUARANTEES OF USERS AND OTHER PROVIDERS

                  CLAUSE 15.1. In compliance with the rules and parameters set
forth in this Agreement, the following are rights of the users contemplated in
this license:

                  I - access to the service and its enjoyment within the
                  quality, regularity and efficiency standards, contemplated in
                  this Agreement, its attachments and effective rules;

                  II - the possibility of requesting the suspension or
                  interruption of the service provided by Carrier;

                  III - non-discriminatory treatment with respect to the
                  service's access and fruition conditions;

                  IV - obtaining of adequate information with respect to the
                  conditions of provision of the service, rates and prices
                  practiced;

                  V - inviolability and confidentiality of communication, in
                  compliance with constitutional and legal hypotheses and
                  conditions of the breach of telecommunications
                  confidentiality;
<PAGE>
                  VI - obtain, for free, by request sent to user service
                  maintained by Carrier, non-disclosure of its access code;

                  VII - service not to be suspended without subscriber's
                  request, except in the event of a debt arising directly out of
                  his use or as a result of noncompliance with the duties set
                  forth in Article 4 of Law 9.472, of 1997;

                  VIII - previous knowledge of all and any alteration in the
                  service provision conditions that affect it directly or
                  indirectly;

                  IX - privacy in the collection documents and use of its
                  personal data by Carrier;

                  X - efficient and prompt reply to his complaints by Carrier,
                  pursuant to the terms of Clause 16.7;

                  XI - complaints or declarations against Carrier sent to Anatel
                  and to the consumer defense bodies;

                  XII - compensation for damages caused by the infringement of
                  his rights;

                  XIII - see that the terms of the Execution Agreement through
                  which the service was contracted have been complied with;

                  XIV - choose freely the domestic and international long
                  distance telephone services;

                  XV - have his access codes portability right respected, in
                  compliance with the provisions of the regulations;

                  XVI - not be obliged to consume services or acquire goods or
                  equipment in which he is not interested, and not be compelled
                  to submit to this condition in order to receive the service
                  contemplated in the license, pursuant to the terms of the
                  regulations;

                  XVII - the substitution of his access code pursuant to the
                  terms of the regulations;

                  XVIII - obtain, prior to collection, information about the
                  re-inclusion of the debts contested when a complaint is
                  considered groundless; and
<PAGE>
                  XIX - collection of services outside the regulatory terms
                  shall be made through a separate invoice and previous
                  negotiation with user;

                  SECTION 1. Carrier shall comply with duty of caring strictly
for the confidentiality inherent to the telephone service and for the
confidentiality of data and information, using means and technologies that
ensure this right to users.

                  SECTION 2. Carrier will provide the technological resources
necessary to suspend the non-disclosure of telecommunications determined by a
judicial authority, pursuant to the regulations.

                  SECTION 3. Carrier shall, in connection with its subscribers,
in addition to the legal, contractual and regulatory provisions, comply with the
other consumer protection rules, especially Law No. 8.078, of September 11,
1990.

                  CLAUSE 15.2. In addition to the rights mentioned in the
previous clause, the other telecommunication service providers will be granted
with the following rights:

                  I - to interconnection with Carrier's network in
                  non-discriminatory economic and operating conditions, under
                  technically appropriate conditions and at isonomic and fair
                  prices, which strictly meet the needs of the service
                  provision, in compliance with the regulations edited by
                  Anatel;

                  II - to receive the service requested from Carrier without any
                  discrimination, at market prices or at prices negotiated by
                  the parties and with the applicable reductions as a result of
                  the costs avoided, including due to large scale consumption,
                  in compliance with the regulations; and

                  III - to obtain all the necessary information to the provision
                  of the service operated by them, including those related to
                  invoicing, except for Carrier's right to preserve its data
                  covered by business confidentiality, as well as the rights of
                  third parties;

                  SECTION 1. The conflicts between Carrier and other providers
will be settled administratively by Anatel, pursuant to the terms of the
regulations;

                  SECTION 2. Anatel may, as a precaution, establish the
conditions necessary to overcome the conflict, including defining values,
deadlines for compliance and any other elements essential to the effectiveness
of the provisional decision.

                  SECTION 3. Anatel will follow up permanently on the
relationship among the providers who use the service licensed herein and
Carrier, so as to repress conduct
<PAGE>
which may lead to unfair losses to any of the parties, or which constitute a
violation of the economic order and free competition. In these events, it will
inform such conduct to the Administrative Council for Economic Defense - CADE,
after performing its attributions, according to the provisions in Article 19,
item XIX, of Law 9.472, of 1997.

                  CLAUSE 15.3. In compliance with the regulation, the right of
any user to the provision and enjoyment of the value added services, which shall
occur under technically appropriate conditions and at isonomic and fair prices,
will be guaranteed. Carrier may not set up any obstacle or restriction to the
enjoyment of the service licensed herein.

                  SOLE SECTION. One understands by value added service every
activity that adds to the service contemplated in this license, without being
confused with it, new utilities, related to access, storage, presentation,
movement or recovery of information.

CHAPTER XVI - RIGHTS, GUARANTEES AND OBLIGATIONS OF CARRIER

                  CLAUSE 16.1. In addition to other obligations arising out of
this Agreement and inherent to the provision of the service, it will be
incumbent upon Carrier to:

                  I - provide the service in strict compliance with the
                  provisions hereof, submitting fully to the regulations edited
                  by Anatel;

                  II - implant all the equipment and facilities necessary to the
                  provision, continuity, modernization, expansion and
                  universalization of the service in this license, within the
                  specifications set forth in this Agreement;

                  III - keep in perfect operation and working conditions the
                  telecommunications network, in quantity and extension and
                  locations relevant and sufficient to the proper provision of
                  the service;

                  IV - provide the financial resources necessary to compliance
                  with the universalization and continuity parameters set forth
                  in this Agreement and to the proper provision of the service;

                  V - provide to Anatel, in the manner and periodicity
                  contemplated in the regulations, accounts and information of a
                  technical, operating, economic, financial and accounting
                  nature, as well as supply to it all the data and elements
                  relative to the service, which are requested;

                  VI - keep the public use terminals, whether permanent or
                  temporary, as contemplated in this Agreement;

                  VII - submit to Anatel's inspection, permitting access by its
                  agents to the facilities that integrate the service as well as
                  its accounting records;
<PAGE>
                  VIII - keep separate accounting records for the STFC mode,
                  contemplated herein, according to the established accounts
                  plan, and have an inventory of all the assets and components
                  of the company's property, plant and equipment, pursuant to
                  the regulations;

                  IX - maintain a system of information and service to user,
                  pursuant to the terms of Clause 16.7.;

                  X - care for the integrity of the assets linked to the
                  provision of the service;

                  XI - submit to Anatel's approval, prior to use, the draft of
                  the Standard Agreement to be executed with the subscribers, as
                  well as all the alterations, amendments or variants applicable
                  thereto.

                  XII - submit to prior approval by Anatel the operating
                  agreements or service agreements, of association or
                  partnership, which it intends to execute with foreign
                  entities;

                  XIII - forward for publication at Anatel's Library a copy of
                  the agreements and contracts related to the provision of the
                  service licensed herein with domestic and foreign providers of
                  telecommunication services;

                  XIV - forward for publication in Anatel's Library a copy of
                  agreements and contracts related to the provision of the
                  service licensed herein, which involve waiver or transfer of
                  revenue, for amounts higher than R$3,000,000.00 (three million
                  reais) per year;

                  XV - disclose, directly or through third parties, the access
                  codes of its subscribers and other STFC subscribers, in the
                  public and private system, in the concession area, excluding
                  those that expressly require omission of their personal data;

                  XVI - supply, in reasonable terms and prices and
                  non-discriminatorily the list of its subscribers for purposes
                  of publication in telephone directories;

                  XVII - respect strictly the duty of non-disclosure and
                  confidentiality of telecommunications, in compliance with
                  legal and contractual prescriptions;
<PAGE>
                  XVIII - respect the privacy of subscribers in relation to the
                  collection documents and all personal information pertaining
                  to them;

                  XIX - comply, at its own expense, after compliance with Clause
                  8.2 hereof, all the universalization targets set forth in this
                  Agreement;

                  XX - implement expansion and universalization projects of the
                  service determined by Anatel, according to reimbursement
                  thresholds, the implementation terms and conditions
                  established, in compliance with Clause 8.3;

                  XXI - submit previously to Anatel all and any alteration it
                  intends to make to its bylaws with respect to split-up,
                  merger, transformation, incorporation, as well as transfer of
                  the control or alteration in the capital stock;

                  XXII - comply with all the rights of the other
                  telecommunication service providers, not practicing any
                  discriminatory conduct or conduct geared to hinder the
                  latter's activities;

                  XXIII - use, whenever required by the regulations, equipment
                  with certification issued or homologated by Anatel;

                  XXIV - comply with the rules and technical standards in force
                  in Brazil, not practicing any discrimination in respect of the
                  goods and equipment produced in Brazil;

                  XXV - place at the disposal of the authorities and civil
                  defense agents, as well as institutions that provide Public
                  Emergency Service, in the event of a public calamity, all the
                  means, systems and availabilities requested with view to
                  provide to them support or assistance to the populations
                  affected;

                  XXVI - attend with priority the President of the Republic, his
                  official representatives, his escorts and support personnel,
                  as well as foreign Heads of State, when in official visits or
                  displacements across the Brazilian territory, providing all
                  the means necessary for appropriate communication of these
                  authorities, in compliance with the regulations edited by
                  Anatel;

                  XXVII - pay all the charges relative to inspection and
                  operation of its facilities, according to the regulations;
<PAGE>
                  XXVIII - pay all the sums relative to public prices,
                  especially for the right of use of scarce resources;

                  XXIX - publish annually, regardless of the corporate legal
                  system to which it is subject, a balance sheet and financial
                  statements drawn up at the end of each fiscal year, in
                  compliance with the provisions of the legislation in force and
                  the regulations edited by Anatel;

                  XXX - comply with the rules effective in Brazil with respect
                  to use of foreign labor, including in the most qualified
                  offices;

                  XXXI - indemnify, in compliance with the regulations, users
                  for damages effective arising out of non-provision of the
                  service, which would be required, due to the continuity
                  parameters and universalization targets contemplated herein;

                  XXXII - remedy the damages caused by violation of the users'
                  rights;

                  XXXIII - not expend with management service agreements,
                  including of technical assistance, with foreign entities, in
                  relation to the annual revenue of the Switched Fixed Telephone
                  Service, net of taxes, amounts higher than 0.1% (zero point
                  one percent) per year until the end of the concession;

                  XXXIV - comply with the agreements executed by Brazil and
                  other countries and international bodies, as regulated by
                  Anatel;

                  XXXV - provide at least 6 (six) dates for maturity of the
                  collection document of the service to the user;

                  XXXVI - attend promptly all users' requests registered in
                  Anatel's Customer Service, and answer in writing;

                  XXXVII - supply data, information, reports and accounting
                  records when thus requested by the inspectors, in the period
                  assigned, under penalty of incurring in the sanctions
                  contemplated in this Agreement; and

                  XXXVIII - submit to Anatel all the contracts, agreements or
                  adjustments executed by Carrier and its controlling
                  shareholders, whether direct or indirect, or associated
                  companies, especially those that cover management,
                  engineering, accounting, consulting, purchases, supplies,
                  constructions, loans, sales of shares, goods, as well as
                  agreements executed:
<PAGE>
                  a) with natural persons or legal entities who, with Carrier,
                  integrate directly or indirectly a same controlled company;
                  and

                  b) with natural persons or legal entities who have directors
                  or administrators in common with Carrier.

                  SECTION 1. The decisions relative to item XXXIII of this
clause in service and technical assistance agreements between Carrier and third
parties linked to the controlling shareholders shall be taken in a special
shareholders' meeting, and Carrier must include in its Bylaws, that the
preferred shares will have voting right in these decisions, without prejudice to
the provisions of Section 1 of Article 115 of Law No. 6.404 of December 15,
1976, amended by Law 10.303, of October 31, 2001.

                  SECTION 2. In cases of conflict between Carrier and other
telecommunication service providers in establishing fair and reasonable values,
Anatel may, provisionally, determine such values, terms for compliance and any
other elements essential to the effectiveness of the provisional decision.

                  CLAUSE 16.2. Without prejudice to the other provisions
contemplated in this Agreement and to the guarantees set forth in the Law,
Carrier's rights are as follows:

                  I - exploit the service granted within its business strategy,
                  freely defining its investments, in compliance with the
                  regulations edited by Anatel and the provisions of this
                  Agreement;

                  II - appoint a representative to follow up on the Anatel's
                  activity of inspection;

                  III - interrupt, pursuant to the terms of Clause 9.3 of this
                  Agreement, or not comply with the request for provision of a
                  service to the subscriber defaulting on his contractual
                  obligations toward Carrier;

                  IV - request the filing or arbitration proceedings, in the
                  events and form prescribed in Chapter XXXIII of this
                  Agreement;

                  V - have the economic conditions of exploitation of the
                  service preserved against alterations that lead to unjustified
                  enrichment by the Union or the users, pursuant to the
                  provisions of Chapter XIII;

                  VI - request the revision of the rates applied to the service
                  licensed, according to the provisions hereof;
<PAGE>
                  VII - request from Anatel confidentiality of information
                  collected in the performance of the activity of inspection,
                  pursuant to the terms of this Agreement;

                  VIII - use in the performance of the services equipment and
                  infrastructure that does not belong to it, in compliance with
                  the provisions of Clause 22.1 of this Agreement; and

                  IX - contract with third parties the development of activities
                  inherent, accessory or complementary to the service, as well
                  as the implementation of associated project.

                  CLAUSE 16.3. For the duration of the Agreement, Carrier will
be the sole entity responsible, before third parties, for acts practiced by its
staff, agents and contractors, in the provision of the Switched Fixed Telephone
Service, as well as for the use of the equipment, facilities or networks,
excluding the Union and Anatel from any claims and/or indemnities.

                  CLAUSE 16.4. Carrier may not present obstacles to works of
public interest, whatever their nature, whenever it becomes necessary to remove
facilities or telephone networks to permit interventions promoted, directly or
indirectly, by any body or entity of the Public Administration.

                  CLAUSE 16.5. Carrier shall agree directly with each Municipal
City Hall of the service exploitation areas as well as with the other public
service carriers the conditions to erection of posts and crosspieces for
suspension of its air cable lines, as well as underground ducts and channels
intended for the passage of cables under streets and public areas.

                  SECTION 1. Carrier will provide with the holders of public or
private goods on or under which it has to pass ducts or channels or install
supports for placement of same, obtaining the respective consent or servitude
for such end.

                  SECTION 2. Carrier shall promote with the relevant municipal
authorities the discussions necessary to set up conditions to overcome network
interferences necessary to the provision of the service, including with respect
to cut and pruning of trees.

                  SECTION 3. Carrier is entirely responsible, at its account and
risk, for all the constructions, facilities and use of equipment for the
provision of the service. It is expressly understood that Carrier is responsible
for liaising with the municipal, state or federal bodies for the control of soil
use, edifications and environmental control.
<PAGE>
                  CLAUSE 16.6. Carrier may use posts, ducts, conduits and
easements pertaining to or controlled by other telecommunication service
providers or of other public interest services, in compliance with the
regulations.

                  SOLE SECTION. Carrier shall provide to the other
telecommunication service providers, classified by Anatel as of collective
interest, or means under its ownership or controlled by it, mentioned in the
heading of this clause.

                  CLAUSE 16.7. Carrier will maintain for the entire duration of
this concession, a central office of information and user service, operating 24
(twenty-four) hours per day, qualified to receive and process requests,
complaints and claims sent by users personally or through any long distance
means of communication, pursuant to the regulations.

                  SECTION 1. Carrier shall disclose to all users the addresses
and access codes to its central information office and user service, which shall
be set forth in the Switched Fixed Telephone Service Provision Agreement, in the
collection document, in the Compulsory and Free Telephone Directory - LTOG, on
the Internet, among others.

                  SECTION 2. Carrier shall provide and disclose an easy access
and free code for sending users' requests by telephone.

                  SECTION 3. All the requests, claims or complaints sent by
users, by any media, shall receive a sequential order number, which will be
informed to the interested party to enable its follow-up, pursuant to the
regulations.

                  SECTION 4. Carrier will inform user within the deadlines
defined in the General Quality Targets Plan of the measures taken in connection
with their request, claim or complaint.

                  SECTION 5. If Anatel verifies that there is difficulty of
access by users of the central information office and users service, it may
determine to Carrier to expand the available access media, under penalty of
considering the obligation contemplated in this clause as not met.

                  CLAUSE 16.8. In the contracting of services and in the
acquisition of equipment and material linked to the service contemplated herein,
Carrier undertakes to consider offers from independent suppliers, including
domestic ones, and base its decisions, with respect to the different offers
submitted, in complying with the objective price criteria, delivery conditions
and technical specifications established in the relevant regulations.

                  SECTION 1. In the events where offers are equivalent, the
Carrier company undertakes to use as a selection criteria the preference of the
services offered by companies based in Brazil, equipment, software and materials
produced in Brazil,
<PAGE>
and, among them, those produced with national technology. The equivalence
mentioned in this clause will be calculated when, cumulatively:

                  I - the domestic price is smaller or equal to the price of the
                  imported good, placed in the domestic territory, including
                  applicable taxes;

                  II - the delivery period is compatible with the needs of the
                  service; and

                  III - the technical specifications established in the relevant
                  regulations are met and have certification issued or accepted
                  by Anatel, when applicable.

                  SECTION 2. By services it is understood those related to
research and development, planning, project, implantation and physical
installation, operation, maintenance, as well as acquisition of software,
supervision and evaluation tests of telecommunication systems.

                  CLAUSE 16.9. The payment or transfer of the sums due to other
telecommunication service providers is an obligation of Carrier, pursuant to the
terms of the regulations, unjustified non-payment or retention characterizing as
obstacle to the competition, subjecting Carrier to the sanctions contemplated in
Clause 26.1.

                  CLAUSE 16.10. Carrier undertakes, upon request, to supply and
ensure the update of the information on the registration bases of subscribers,
necessary to the provision of the telecommunication service by the collective
interest providers with whom it has network interconnection. Such supply must
occur under isonomic, fair and reasonable conditions, in the terms of the
regulations.

                  SECTION 1. Payment of what is stated in this clause shall be
within 30 (thirty) days after request, regardless of the conclusion of
negotiations among the parties.

                  SECTION 2. The supply will be for remuneration, based on fair
and reasonable values, in compliance with Section 2 of Clause 16.1.

                  SECTION 3. The obligation may be paid by joint implementation
with the other providers of the centralized registration base.

                  CLAUSE 16.11 Upon request, Carrier will provide to the
collective interest telecommunication services providers, with which it has
network interconnection, the services of invoicing, charging, attendance and
collection, in isonomic, fair and reasonable conditions, pursuant to the terms
of the regulations and applicable tax legislation.

                  SOLE SECTION. The services mentioned in this clause will be
implemented within 30 (thirty) days of request, regardless of the conclusion of
the negotiations among the
<PAGE>
parties, or of eventual requests for settlement of conflicts submitted to
Anatel, in compliance with Section 2 of Clause 16.1.

                  CLAUSE 16.12. Carrier will assure any other collective
interest telecommunication services provider interconnection with its network,
in compliance with the specific regulations and the rules hereof.

                  SOLE SECTION. If Carrier does not conclude, within the
regulatory periods, the interconnection agreement and does not present objective
evidence of the existence of a technical impediment, Anatel will establish,
provisionally, a term for implementation of the interconnections, regardless of
the conclusion of business negotiations or of eventual arbitration requests
submitted to Anatel.

                  CLAUSE 16.13. Carrier undertakes to supply the resources
necessary to interconnection of collective interest telecommunication services
providers in the form of industrial exploitation, pursuant to the regulations.

                  SOLE SECTION. If Carrier does not supply the resources,
within the regulatory deadlines, and does not evidence objectively that there is
no capacity for attendance, Anatel will establish, provisionally, conditions for
attending the request, including, if necessary, the sums to be adopted.

                  CLAUSE 16.14. Carrier undertakes to supply the resources
necessary to the implementation of telecommunication networks, including the
access network, of collective interest service providers, in the form of
industrial exploitation, pursuant to the regulations.

                  SECTION 1. If Carrier does not supply the resources within 60
(sixty) days, counted from the request and does not evidence objectively the
lack of capacity for attendance, Anatel will establish, provisionally,
conditions to attend the request, including, if necessary, the values to
adopted.

                  SECTION 2. The date of establishment of the service provision
agreement between the user and the provider defines the chronological order of
attendance of the request for resources by Carrier.

                  SECTION 3. If there are multiple requests for the same user,
Carrier undertakes to supply the resources requested, in compliance with the
chronological order of requests from the providers.

                  CLAUSE 16.5. Carrier undertakes to comply with the General
Competition Targets Plan and to implement the resale of the service contemplated
in the license, pursuant to the terms of the regulations.
<PAGE>
                  CLAUSE 16.16. Carrier undertakes to allow access,
non-discriminatorily and pursuant to the terms of the regulations, to the
information in its list of subscribers necessary for purposes of disclosure of
the telephone directories.

                  SECTION 1. The access mentioned in this clause shall be
implemented in 30 (thirty) days after the request, provided that the existence
of an obstacle is not evidenced.

                  SECTION 2. Access shall be remunerated, based on fair and
reasonable values.

                  SECTION 3. In the events of conflict between Carrier and the
interested parties in disclosing its list of subscribers, in establishing fair
and reasonable prices, Anatel may, provisionally, determine such amounts.

CHAPTER XVII - OBLIGATIONS AND PREROGATIVES OF ANATEL

                  CLAUSE 17.1. In addition to other prerogative inherent to its
function as a regulatory body and the other obligations arising out of this
Agreement, it will be incumbent upon Anatel to:

                  I - follow-up and inspect the provision of the service and
                  conserve reversible goods, seeking to comply with rules,
                  specifications and instructions established in this Agreement
                  and its attachments;

                  II - perform inspections to check the adequacy of the
                  facilities and equipment, determining necessary repairs,
                  removals, rebuilding or replacements, at Carrier's expense;

                  III - regulate permanently the provision of the licensed
                  service;

                  IV - intervene in the execution of the service when necessary,
                  to ensure its regularity and faithful compliance with the
                  Agreement and relevant legal rules;

                  V - apply the penalties contemplated in the service's
                  regulation, specifically, in this Agreement;

                  VI - decide on Alternative Local Service Plans presented by
                  Carrier;

                  VII - fix, authorize the restatement and revise tariffs,
                  pursuant to the terms and provisions of this Agreement;

                  VIII - act within the limits contemplated herein with view to
                  prevent the unjustified enrichment of the parties, pursuant to
                  this Agreement;
<PAGE>
                  IX - care for the good quality of the service, receive,
                  calculate and settle complaints and claims from users,
                  informing them, within 90 (ninety) days, the measures that
                  have been taken to repress violations of their rights;

                  X - declare the license extinguished in the cases contemplated
                  in this Agreement;

                  XI - care for ensuring interconnection, settling occasional
                  pending issues between Carrier and the other providers;

                  XII - care for compliance with the universalization targets
                  contemplated in this Agreement and the targets established in
                  subsequent Targets Plans;

                  XIII - follow up permanently on the relationship between
                  Carrier and the other telecommunication services providers,
                  settling conflicts and establishing, provisionally, values,
                  deadlines for compliance and any other conditions essential to
                  the effectiveness of the provisional decision;

                  XIV - repress conducts by Carrier that go against the
                  competition system, in compliance with CADE's legal
                  attributions;

                  XV - propose, upon request of Carrier, to the President of the
                  Republic, through the Communications Ministry, the declaration
                  of public utility for purposes of misappropriation or
                  institution of administrative easement, of the goods necessary
                  to the implantation or maintenance of the service contemplated
                  herein.

                  XVI - perform inspections of the service pursuant to the
                  provisions of this Agreement;

                  XVII - collect the charges of the FISTEL (Telecommunications
                  Inspection Fund), FUST (Fund for the Universalization of
                  Telecommunication Services) and others that are created, which
                  Anatel is responsible to collect, adopting the measures
                  contemplated in the legislation in force;

                  XVIII - order Carrier to take steps aimed at protecting the
                  public interest to ensure the enjoyment of the service, in
                  compliance with the provisions of the regulations and of this
                  Agreement;
<PAGE>
                  XIX - order Carrier to compensate users for its failure to
                  comply with the obligations in this Agreement and in the
                  Regulations;

                  XX - decree Carrier's intervention in the cases contemplated
                  in Article 110 of Law No. 9.472 of 1997 and in this Agreement;

                  XXI - collect the values of public prices, especially for the
                  right of use of scare resources; and

                  XXII - order modification or revoking of contracts, agreement
                  or adjustments made by Carrier and its controlling
                  shareholders, whether direct or indirect, or associated
                  companies, especially those that cover the direction,
                  management, engineering, accounting, consulting, procurement,
                  supplies, constructions, loans, sales of shares, goods, when
                  these go against the legislation, rules, the economic order or
                  the public interest.

CHAPTER XVIII - THE CARRIER

                  CLAUSE 18.1. Carrier is a company organized according to the
laws of Brazil, as a joint stock company, whose exclusive purpose is the
exploitation of the service contemplated in this concession, except for the
services in accordance to the provisions of Section 3, Article 207 of Law No.
9.472 of 1997.

                  SOLE SECTION. If Carrier's statutory alteration is approved,
the documents that formalize it will be sent to Anatel to be filed, and will
become a full part of this Agreement, pursuant to the terms of the regulations.

                  CLAUSE 18.2. Carrier and its controllers undertake to
maintain, for the entire licensing period, at least, all the service provision
and qualification conditions existing when this Agreement came into force.

                  CLAUSE 18.3. Carrier and its controllers undertake to ensure,
for the entire duration of the licensing period, the effective existence and
performance, in the domestic territory, of the centers of deliberation and
implementation of strategic, management, logistic, commercial, operational and
technical decisions, involved in compliance with this Agreement, including
causing this obligation to reflect on the composition and decision-making
procedures of its administrative bodies.

                  SOLE SECTION. Carrier shall maintain, in its Bylaws, for the
duration of this Agreement, provisions that guarantee compliance with the
provisions in the heading of this clause.
<PAGE>
CHAPTER XIX - TRANSFER OF THE LICENSE AND CONTROL OF CARRIER

                  CLAUSE 19.1. Anatel may authorize the transfer of the license
or the control, whether direct or indirect, of Carrier, in compliance with the
General Licensing Plan and Law No. 9.472 of 1997, when:

                  I - the assignee fulfills all the requirements established
                  pursuant to the terms of Article 97 and 98 of Law 9.472 of
                  1997; and

                  II - this measure does not adversely affect the competition
                  and does not put at risk the performance of the Agreement and
                  the general rules that protect the economic order.

                  SOLE SECTION. Failure to comply with any provision of this
clause will lead to forfeiture of this license.

                  CLAUSE 19.2. Carrier's shares, which do not alter its control,
may be freely given as pledge.

                  SOLE SECTION. In the event of the pledge of shares leading to
encumbrance of Carrier's equity, provisions must be set forth in loan
agreements, which submit the creditors, in the event of execution, to the rules
in this Chapter.

CHAPTER XX - THE INSPECTION SYSTEM

                  CLAUSE 20.1. Anatel will perform the inspection of the service
licensed herein to ensure compliance with the presuppositions of
universalization and continuity inherent to the public system of its provision,
as well as to care for compliance with the targets and commitments set forth in
this Agreement.

                  SECTION 1. The inspection to be performed by Anatel will
comprise inspection and follow-up of activities, equipment, facilities,
contracts and the economic situation of Carrier, whether by direct performance
of its inspection agents or by formal requisition, implying ample access to all
of Carrier's data and information or those of third parties, which shall be
timely supplied, as requested, according to the provisions herein.

                  SECTION 2. The information collected during the inspection
will be published in the Library, with the exception of those, which, by
Carrier's request, are considered by Anatel as confidential.

                  SECTION 3. The information that come to be considered as
confidential, pursuant to the terms of the previous paragraph, will only be used
in the procedures correlated

<PAGE>
to this Agreement; Anatel and those appointed by it shall answer for any
disclosure, whether ample or restricted, of such information outside the scope
of their use.

                  SECTION 4. Anatel's inspection shall also cover follow-up and
control of Carrier's actions in the technical, accounting, commercial and
economic-financial areas, and may establish guidelines and procedures necessary
to the effectiveness of the inspection as well as suspend all and any activities
incompatible with the universalization, quality, safety and continuity of
service requirements.

                  SECTION 5. Carrier's accounts will be presented separately for
the STFC mode contemplated herein, and shall comply with the accounts plan
established, pursuant to the regulations, as well as record and calculate,
separately, the investments and costs of its different network components.

                  SECTION 6. Carrier undertakes to provide to Anatel, pursuant
to the regulations, relevant information, among others:

                  I - those of economic-financial and accounting nature,
                  including information on the balance sheet, income statements,
                  indebtedness, statement of changes in financial position;

                  II - those of a business nature, including the installed user
                  base, by type and sector of license, net and gross revenues,
                  total number of minutes and billed calls and number of
                  defaulting subscribers per service plan.

                  III - those of technical-operational nature, including
                  installed capacity per sector of external plan, commuting and
                  transmission ports, introduction plans of new technologies per
                  service and sector; and

                  IV - the others, such as the number of own employees and
                  employees hired per activity.

                  SECTION 7. Anatel's inspection does not diminish nor exempt
Carrier's liability with respect to the adjustment of its works and facilities,
the correctness and legality of its accounting records and of its financial and
commercial transactions.

                  SECTION 8. It is Carrier's duty to provide the relevant
information within the term stipulated by Anatel's inspection.

                  CLAUSE 20.2. Carrier, through the appointed representative,
may follow up on all and any inspection activity by Anatel, but may not hinder
or prevent the inspection's actions, under penalty of incurring the penalties
contemplated in this Agreement.
<PAGE>
CHAPTER XXI - ACCOUNTABILITY BY CARRIER

                  CLAUSE 21.1. Pursuant to the terms of the regulations, and as
defined by Anatel, Carrier shall sent periodically to Anatel information and
statistical and detailed reports of the STFC mode contemplated herein,
containing, among other elements:

                  I - expansion, coverage and occupation of the telephony
                  network indicators;

                  II - technical data with respect to the contracting and use of
                  the service contemplated in this license, segmented by class
                  of subscriber, nature of plan contracted, tariff structure
                  item, nature of communication and by the time of use;

                  III - the data relative to the use of the network and of
                  Carrier's resources, segmented by nature of the providers
                  involved, type of communication, type and coverage of the
                  resource used, time of use and by other applicable criteria;

                  IV - the technical data relative to the items of additional,
                  complementary and accessory revenues, as provided in this
                  Agreement;

                  V - the income statement itemizing revenues and the relevant
                  expenses relative to the items mentioned in items I, II, III
                  and IV of this clause;

                  VI - the standardized monthly balance sheet, quarterly
                  information - ITR, financial statements of each fiscal year
                  and the other information and documents related to each fiscal
                  year, duly audited;

                  VII - the date relative to the financial transactions made by
                  Carrier, including those relative to the issued of debt
                  instruments;

                  VIII - data which enables to characterize the technological
                  state of the equipment used, as well as the level of
                  operability of plant; and

                  IX - data relative to the quantity and level of qualification
                  of human resources, its own and third parties;

                  SECTION 1. The supply of the data mentioned in this clause
does not exempt nor diminish Carrier's responsibility in connection with the
adequacy, correctness and legality of its accounting records and financial and
commercial transactions.

                  SECTION 2. Failure to comply with the requests,
recommendations and determinations contained in this clause subjects Carrier to
the application of the sanctions established in this Agreement.
<PAGE>
                  CLAUSE 21.2. The supply of the information requested must,
whenever possible, be transformed into continuous and automated information
supply processes, by suggestion of Carrier, and will be adopted or not at the
discretion of Anatel.

CHAPTER XXII - ASSETS LINKED TO THE LICENSE

                  CLAUSE 22.1. This license is composed by the collection of all
the assets belonging to the equity of Carrier, which are restricted to it, as
well as those of its controlling company, subsidiary, associated company or of
third parties, and which are indispensable to the provision of the service
licensed hereunder, especially those identified as such in Attachment 01 -
Identification of Reversible Assets of the Local Switched Fixed Telephone
Service Provision.

                  SECTION 1. The collection is also composed of assets
restricted to the concession of the authorizations for use of the spectrum of
radio frequencies granted to it and, where applicable, the right of use of
orbital positions, in compliance with articles 48 and 161 of Law 9.472 of 1997,
and moreover the provisions of Clause 4.1 of this Agreement.

                  SECTION 2. In relation to the assets restricted to the
license, Carrier may only use directly in the provision of the service licensed
herein equipment, infrastructure, software or any other asset not in under its
ownership by prior and express consent of Anatel, who may waive this requirement
in the cases provided in the regulations.

                  SECTION 3. If there is a risk to the continuity of the
services or if the reversal of goods restricted to the license is prevented,
Anatel may deny authorization to use third party's assets or require that the
relevant agreement contain a clause by which the owner undertakes, in the event
of the license's extinction, to uphold the agreements and subrogate to Anatel
the rights arising from it.

                  SECTION 4. Carrier undertakes, pursuant to the regulations, to
present annually a list containing the assets restricted to the license,
according to the definition in Clause 22.1.

                  SECTION 5. The regulation will provide on the identification
and control of reversible assets, especially, with respect to cases of disposal,
encumbrance or substitution, which will depend on previous approval by Anatel.
These assets must be clearly identified in the list presented annually by
Carrier.

                  SECTION 6. Assets indispensable to the provision of the
service and whose use is shared by Carrier integrate the list presented annually
by Carrier.
<PAGE>
                  CLAUSE 22.2. Carrier undertakes to present quarterly to
Anatel, from the 18th (eighteenth) year of duration of this Agreement:

                  I - a list containing all the assets that are part of its
                  equity and are indispensable to the provision of the service
                  licensed herein, especially those assets identified as
                  reversible assets of the Switched Fixed Telephone Service
                  provision in local mode;

                  II - a report on the stock of spare and expansion parts;

                  III - an economic-financial report, including the degree of
                  indebtedness and compliance with obligations toward third
                  parties; and

                  IV - a report containing information on human resources and
                  qualification of personnel.

CHAPTER XXIII - REVERSAL SYSTEM

                  CLAUSE 23.1. Upon extinction of the license all the assets
restricted to the license, defined in Chapter XXII, will revert automatically to
Anatel, but Carrier will retain the right to the indemnities contemplated in the
legislation and this Agreement;

                  SOLE SECTION. Within 180 (one hundred and eighty) days of the
coming of the license's extinction, an inspection of the assets that integrate
it will be made, and a Term of Return and Reversal of Assets drawn up,
indicating in detail the assets' condition of conservation. One or more
representatives of Carrier may attend this inspection.

                  CLAUSE 23.2. Carrier undertakes to deliver the reversible
assets in perfect conditions of operability, use and maintenance, without
prejudice to normal wear and tear resulting from use.

                  SOLE SECTION. The reversible assets will be transferred to
Anatel, free and clear of any liens or charges, in compliance with Section 2 of
the clause below.

                  CLAUSE 23.3.There will be indemnification with respect to the
reversible assets covered in this Chapter at the end of the contractual term,
except for the provisions in this Clause.

                  SECTION 1. Carrier will only be indemnified if at the end of
the concession there are assets that are not yet fully amortized, whose
acquisition Anatel has previously authorized, in order to ensure the continuity
of the licensed service and that the same is up to date.
<PAGE>
                  SECTION 2. Alternatively or complementarily to the indemnity
contemplated in the previous paragraph, Anatel may admit the transfer of assets,
which have been given as a guarantee for its own financing, subrogating itself
in the financed portion not yet paid.

                  CLAUSE 23.4. At the end of the license, Anatel will value the
assets mentioned in Clause 22.1, and may reject the reversal of assets, which it
considers non-essential or of no use for application in the service's
exploitation, guaranteeing Carrier's right to claiming fees to be paid to the
opposing party, including through the elaboration and presentation, at its
expense, of reports or studies that show the need for the reversal.

                  SOLE SECTION. If Carrier does not agree with Anatel's
decision with respect to the provisions in this clause, an appeal against the
dispute resolution process prescribed in this Agreement will be accepted.

CHAPTER XXIV - INSURANCE PLAN

                  CHAPTER 24.1. During the entire term of the license, Carrier
shall maintain with an Insurance Company of size compatible with the capital to
be insured, and registered at the sector's regulating bodies, the following
insurance policies necessary to guarantee the effective and thorough coverage of
the risks inherent to the development of all the activities contemplated herein:

                  I - all risks type insurance for material damages covering
                  loss, destruction or damage to all or any asset integrating
                  the license. Such insurance must contemplate all coverage
                  included according to international standards;

                  II - insurance for preservation of economic conditions for
                  continuity of exploitation of the service, covering, at least,
                  the operating costs against variations in Carrier's revenues,
                  arising out of claims or modifications in the conditions of
                  exploitation of the Agreement, not covered by the material
                  damages insurance, provided that the agreement of this
                  insurance mode is admitted by Brazilian rules and expressly
                  authorized by the Institute of Reinsurance of Brazil - IRB or
                  equivalent body; and

                  III - insurance to ensure compliance with the obligations
                  relative to quality and universalization contemplated in this
                  Agreement (Performance Bond, letter of credit and sum
                  maintained as pledge) of the investment amount estimated per
                  year for compliance with the targets contemplated in this
                  Agreement.
<PAGE>
                  SECTION 1. Carrier shall cause to be set forth in the
insurance policies Insurer's obligation to inform in writing, at least 30
(thirty) days in advance, to Carrier and Anatel, any facts, which may lead to
the total or partial cancellation of the policies contracted, reduction of
coverage, increase of self-insurance or reduction of insured amounts.

                  SECTION 2. The policies issued in compliance with the
provisions in this clause may not contain obligations, restrictions or
provisions that collide with the provisions of this Agreement or with the
regulations and shall contain an express declaration by Insurer that it knows
this agreement fully, including with respect to the limits of Carrier's rights.

                  SECTION 3. In the event of noncompliance by Carrier of the
obligation to maintain in full force the insurance policies contemplated,
Anatel, regardless of its authority to decree intervention or forfeiture of this
license may proceed to the contracting and direct payment of the relevant
premiums, Carrier being responsible for the costs.

                  SECTION 4. Annually, by the end of January, Carrier shall
present a certificate issued by the insurer(s) and confirming that all the
premiums having fallen due in the previous year were paid and that the policies
contracted are in full force or have been renewed. In this case, the terms of
the new policies must be sent.

                  SECTION 5. The insurance policies necessary to ensure
effective and thorough coverage of the risks inherent to the development of all
the activities contemplated herein shall be in force from January 1, 2006 and be
presented to Anatel by January 30, 2006.

                  SECTION 6. Anatel may alter its coverage or presentation terms
of the policies mentioned in this clause, with view to adjust these requirements
to the regulations edited by the Private Insurance Superintendence - SUSEP or to
the conditions established by the Reinsurance Institute of Brazil - IRB, also
when rules are edited that prevent the contracting of the insurance mentioned
herein or when there are no ample and competitive market conditions, which
permit its contracting at reasonable prices.

CHAPTER XXV - INTERCONNECTION

                  CLAUSE 25.1. Carrier is obliged to permit, facilitate, provide
and effect interconnection to the network operated by it, of networks of other
collective interest telecommunication service providers, in the public or
private system, in compliance with and ensuring compliance with the rules edited
by Anatel in this respect.
<PAGE>
                  CLAUSE 25.2. From January 1, 2008, values for the Local
Network Use Tariff (TU-RL) will be adopted, that consider a long-term cost
model, established pursuant to the terms of the regulations and of the
provisions of Clause 13.1.

                  SECTION 1. The maximum values of the Local Network Use Tariffs
(TU-RL) will be limited to the product of multiplier M by the local service use
tariffs, in compliance with the time modulation and other conditions established
in Attachment No. 03 of this Agreement and in the Regulations, whereas:

                  I - from January 1, 2006 to December 31, 2006, M will equal
                  0.5 (zero point five); and

                  II - from January 1, 2007 to December 31, 2007, M will equal
                  0.4 (zero point four).

                  SECTION 2. When the application of the provisions of the
previous paragraph result in an increase in the TU-RL value, this value may only
be practiced as of the next readjustment of local service use tariffs.

                  SECTION 3. In the case of adopting tariffs relative to the
maintenance of the right of use, which include the total number of minutes of
use, the TU-RL values will be established as a result of a reference number of
minutes of use.

                  CLAUSE 25.3. Carrier will have the same rights and will comply
with the same interconnection conditions to which the other telecommunication
service providers of collective interest are subject.

                  SOLE SECTION. Carrier shall provide for interconnection the
network elements with greatest technically possible disaggregating level, in
compliance with Anatel's regulations.

                  CLAUSE 25.4. In the event of unjustified refusal of
interconnection, Anatel may, without prejudice to other measures, decree
intervention in the Carrier.

                  SOLE SECTION. Unjustified refusal of interconnections is
characterized by:

                  I - failure to present an interconnection agreement within the
                  terms determined by the regulations;

                  II - non provision of interconnection within the terms
                  determined by the regulations;

                  III - failure to comply with provisional measures, involving
                  the provision of interconnection, determined by Anatel.
<PAGE>
                  CLAUSE 25.5. Unjustified refusal of interconnection is a
serious offense, subjecting Carrier to the sanctions contemplated in Chapter
XXVI of this Agreement, without prejudice to other measures adopted by Anatel.

                  SOLE SECTION. If the unjustified refusal of interconnection
involves bad faith, the provisions of Article 177 of Law 9.472 of 1997 are
applied as well.

CHAPTER XXVI - SANCTIONS

                  CLAUSE 26.1. Upon performance of this Agreement, Carrier is
subject to the following sanctions, which will be applied by a circumstantiated
decision by Anatel, which is assured it right of defense, pursuant to the terms
of its Internal Rules and without prejudice to the other penalties contemplated
in the regulations:

                  I - for violation of the provisions of this Agreement, leading
                  to noncompliance with the universalization targets: fine of up
                  to R$50,000,000.00 (fifty million reais);

                  II - for act or omission contrary to the provisions set forth
                  in this Agreement, leading to losses to the competition in the
                  telecommunications sector: fine of up to R$50,000,000.00
                  (fifty million reais);

                  III - for violation of the contractual provisions, leading to
                  noncompliance with the quality targets and parameters in the
                  provision of the service: fine of up to R$ 40,000,000.00
                  (forty million reais);

                  IV - for another act or omission not covered by the previous
                  items, leading to violation of the user rights defined in this
                  Agreement or leading it to incur losses: fine of up to R$
                  30,000,000.00 (thirty million reais);

                  V - for act or omission that violates the provisions of Clause
                  16.8 of this Agreement, with respect to the contracting of
                  services and acquisition of equipment and materials produced
                  in Brazil: fine of R$ 30,000,000.00 (thirty million reais);

                  VI - for any act or omission which creates an obstacle to or
                  hinders the performance of Anatel's fiscal activity
                  contemplated in this Agreement: fine of up to R$ 20,000,000.00
                  (twenty million reais);

                  VII - for action or omission leading to failure to comply with
                  Anatel's determination: fine of up to R$ 15,000,000.00
                  (fifteen million reais);
<PAGE>
                  VIII - for act, omission or negligence putting at risk the
                  Safety of the facilities: fine of up to R$ 15,000,000.00
                  (fifteen million reais);

                  IX - for act or omission causing damage or putting at risk the
                  assets or equipment restricted to the concession: fine of up
                  to R$ 10,000,000.00 (ten million reais); and

                  X - for failure to comply with any obligation expressly
                  contemplated in this Agreement, except those indicated in the
                  previous items, whose sanctions are already established: fine
                  of up to R$ 10,000,000.00 (ten million reais);

                  SECTION 1. The offense prescribed in item I of this clause
will be characterized when Carrier does not comply, within the deadlines
contemplated in this Agreement, with its obligations with respect to expansion
of the service, expansion of the service provision, by means of public use
telephones and attendance to localities, according to the General
Universalization Targets Plan and in Attachment 02 - applied, taking into
account, in addition to the general principles set forth in this Chapter, the
following factors:

                  a) the difference between the implementation stage and the
                  target defined in the Agreement;

                  b) possibility of recovery of the implementation schedule at
                  the expense of Carrier;

                  c) losses for the policy reflected in the General
                  Universalization Targets Plan;

                  d) damages caused to the direct beneficiaries of the targets
                  not complied with; and

                  e) eventual circumstances of a technical or economic order,
                  which may attenuate Carrier's liability, without eliminating
                  it.

                  SECTION 2. The gravity of the offense prescribed in item II
above will be defined exclusively as a result of the general criteria prescribed
in Clause 26.2 and will be characterized by Carrier's conduct, which directly or
indirectly may lead to losses to the competition in the sector, especially:

                  a) posing an obstacle or difficulty to the option of another
                  provider of the licensed service or of the domestic and
                  international long distance service;
<PAGE>
                  b) refusal to provide interconnection to a telecommunications
                  service provider;

                  c) posing obstacles or difficulties to the activity of value
                  added service providers;

                  d) refusal or procrastination in extending, in isonomic
                  conditions, co-invoicing to other collective interest service
                  providers, thus characterized by its non-implementation within
                  30 (thirty) days, counted as of the request;

                  e) refusal or procrastination in supplying and updating, in
                  real time or not, the information of its subscribers
                  registrations bases, necessary to the activities of the other
                  collective interest service providers, thus characterized by
                  their non-implementation within 30 (thirty) days, counted as
                  of the request;

                  f) refusal or procrastination in providing, in isonomic
                  conditions, the resources necessary to the implementation of
                  telecommunications networks, including the network of access,
                  of providers of collective interest services in the form of
                  industrial exploitation, thus characterized by its
                  non-implementation within 60 (sixty) days, counted as of the
                  request;

                  g) subjection of the provision of the licensed or offered
                  service to benefits as a result of the acquisition by user of
                  a service alien to this Agreement;

                  h) performance of any telecommunications service other than
                  the purpose of a license granted by Anatel in its favor;

                  i) non-preservation of the quality levels practiced in the own
                  network, with respect to the interconnection;

                  j) procrastination in delivery or inadequate supply of
                  information essential to the activity of the other providers,
                  especially as far as the registration bases are concerned; and

                  k) unjustified failure to pay the sums due to the other
                  telecommunications service provider.

                  SECTION 3. The offense prescribed in item III of this clause
will be characterized by the repeated provision of the licensed service falling
short of the quality parameters, defined in the General Quality Targets Plan or
by evidenced violation of
<PAGE>
the indicators, mentioned in Chapter VI. In the first hypothesis, the offense
will be considered as serious, especially:

                  a) non-allocation in the operation and maintenance of the
                  service of human and material resources necessary to the
                  preservation of the minimum quality standards;

                  b) negligence in modernizing the network, which affects the
                  quality of the service;

                  c) collection and remittance of indicators to Anatel in
                  disagreement to the regulations; and

                  d) refusal, omission or procrastination in the provision of
                  information on quality.

                  SECTION 4. The offense prescribed in item IV above will be
classified in degrees of gravity according to the number of users affected and
the losses produced, being characterized by violation, through an act of
committing or omission, direct or indirect, of obligation contemplated in this
Agreement, which does lead go against its duties with respect to
universalization and quality, but which leads to violation of users' rights,
especially:

                  a) interruption in the provision of the services for a period
                  longer than that established in the Quality Targets Plan,
                  except for the occurrence of the situations contemplated in
                  the sole Section of Clause 7.1;

                  b) refusal in providing a service granted to any interested
                  party;

                  c) noncompliance with the duty of providing information to
                  user;

                  d) violation of confidentiality of telecommunications, beyond
                  the legal hypotheses, even if practiced by third parties in
                  the facilities under Carrier's responsibility;

                  e) noncompliance with the duty to supply for free the
                  telephone directories as prescribed in this Agreement;

                  f) failure to maintain the central information office and of
                  service to user as prescribed in this Agreement;

                  g) collection of tariff or price not in accordance with the
                  rules stipulated in this Agreement and in the regulations;
<PAGE>
                  h) restriction of the exercise of right to free choice among
                  the service plans and service providers;

                  i) non-compensation of users, as provided in the regulations
                  or by determination of Anatel;

                  j) non-guarantee of the access code portability right,
                  pursuant to the terms of the regulations; and

                  k) noncompliance with the Agency's determinations, in the
                  manner and period established.

                  SECTION 5. The sanction contemplated in item V above will be
characterized by verification of the violation of the obligations contained in
Clause 16.8 and its gravity will be defined as provided in the regulations.

                  SECTION 6. The gravity of the offense prescribed in item VI
above will be defined as a result of the relevance of the tax activity hindered
and will be characterized by a violation, in act committed or omission, direct
or indirect, by Carrier or its representatives, which prevents or hinders the
inspection performed by Anatel, its representatives, agents or even by the
users, especially:

                  a) carrier's refusal to comply with the request for
                  information formulated by Anatel, in connection with the
                  licensed service or to the assets related to it;

                  b) posing of obstacle to the performance of Anatel's
                  inspectors;

                  c) omission in complying with a disclosure obligation provided
                  in this Agreement, or in the regulations; and

                  d) not sending or sending not timely any information, datum,
                  report or document, which, by force of the regulations or this
                  Agreement, should have been sent to Anatel.

                  SECTION 7. The seriousness of the offense prescribed in item
VIII of this clause will be defined as a result of the proportion of risk
generated and will be characterized by Carrier's conduct going against the rules
provided in this Agreement and in the regulations, violating the rules and
technical safety standards or which put at risk the facilities related to the
licensed service, especially:

                  a) the use, in the licensed service, of non-certified
                  equipment or equipment homologated by Anatel, pursuant to the
                  terms of the regulations;
<PAGE>
                  b) non allocation in the operation and maintenance of the
                  service of human resources and materials necessary to the
                  preservation of minimum safety standards; and

                  c) non-adoption of precautions recommended for the service
                  licensed herein.

                  SECTION 8. The seriousness of the offense prescribed in item
IX of this clause will be defined according to the relevance, economic
importance and essential nature of the goods involved and will be characterized
by Carrier's conduct, which goes against the provisions in this Agreement or in
the regulations and which may put at risk the assets or equipment linked to this
concession, or hinder the reversal of the same, especially:

                  a) for non-maintenance of inventory and registration of the
                  assets mentioned in Clause 22.1;

                  b) for the use, directly in the provision of the service
                  contemplated in this license, of third party assets, without
                  the previous consent of Anatel or without same being waived;

                  c) for negligence in the conservation of reversible assets, in
                  compliance with the regulation; and

                  d) for failure to supply the information contemplated in
                  Clause 22.1.

                  SECTION 9. The sanction contemplated in item X above will be
characterized by verification of violation of the contractual obligation not
comprised in the previous items, especially:

                  a) by failure to comply with the provisions of item XXX of
                  Clause 16.1; and

                  b) by the refusal or procrastination in permitting access,
                  pursuant to the terms of the regulations, to information from
                  its list of subscribers, necessary for purposes of disclosure
                  of the telephone directories.

                  SECTION 10. The sanction contemplated in item VII above will
be characterized by failure to comply with an order by Anatel, especially which
aims to ensure compliance with users' rights;

                  SECTION 11. The sanction contemplated in item II above is of
contractual nature and Anatel will apply it regardless of the measures adopted
by CADE.
<PAGE>
                  SECTION 12. Failure to collect any fine fixed pursuant to the
terms of the provisions in this clause in the term set by Anatel will
characterize a serious fault, leading to intervention by Carrier pursuant to the
terms of the provisions in Chapter XXXI, in addition to leading to the
collection of an arrears fine of 0.33% (zero point thirty-three percent) per
day, up to the limit of 10% (ten percent), plus the reference basic rate SELIC
for federal instruments, to be applied on the debt amount, considering all the
days of arrears in the payment.

                  CLAUSE 26.2. For application of the contractual fines
contemplated in this Chapter, the rules contained in Heading VI of Book III of
Law No. 9.472 of 1997 and in the regulations will be observed.

                  SECTION 1. In the definition of seriousness of the sanctions
and in setting the fines, Anatel shall observe the following circumstances:

                  I - proportionality between the intensity of the penalty and
                  seriousness of offense, including with respect to the number
                  of users affected;

                  II - the damages resulting from the offense to the service and
                  to users;

                  III - the advantage gained by Carrier by virtue of the
                  offense;

                  IV - Carrier's participation in the market within its
                  geographic area of service provision;

                  V - Carrier's economic and financial situation, especially its
                  capacity to generate revenue and its equity;

                  VI - Carrier's record;

                  VII - the specific relapse, understood as the repetition of a
                  fault of equal nature after having received the previous
                  notification, within 2 (two) years, counted as of the
                  notification of the act of filing the suit; and

                  VIII - the general aggravating or mitigating circumstances of
                  the offense;

                  SECTION 2. Regardless of the specific graduation criteria
contemplated in each item of the previous clause and of others contemplated in
the regulation, the graduation of penalties will be according to the following
scale:

                  I - the offense will be considered light when it arises out of
                  involuntary or excusable conduct by Carrier and from which it
                  does not obtain any benefit;
<PAGE>
                  II - the offense will be considered as of average gravity when
                  it arising out of inexcusable conduct, but which does not
                  contribute to Carrier any benefit or advantage, or affect a
                  significant number of users; and

                  III - the offense will be considered serious when Anatel
                  verifies the presence of one of the following factors:

                  a) Carrier has acted in bad faith;

                  b) the offense generates a direct or indirect benefit to
                  Carrier;

                  c) carrier is a recidivist in the offense;

                  d) the number of users affected is significant; and

                  e) in the event contemplated in Section 13 of the previous
                  clause.

                  SECTION 3. At the discretion of Anatel, in the offenses
classified as light, the penalty of warning may be applied to Carrier;

                  SECTION 4. The provisions of the Anatel's internal regulations
will be applied with respect to the application of the sanctions contemplated in
this Chapter.

                  CLAUSE 26.3. The fines contemplated in this Chapter will be
applied without prejudice of characterization of the hypotheses of intervention
or declaration of forfeiture contemplated in this Agreement.

                  SOLE SECTION. In the event of total or partial
unenforceability of the adjustment or of unjustified delays of more than 120
(one hundred and twenty) days in compliance with the targets contemplated in
this Agreement, Carrier will be subject to have the forfeiture of its license
decreed, pursuant to the terms of Clause 27.4.

                  CLAUSE 26.4. The maximum values of the fines contemplated in
this Chapter are basic for the month of June of 1998 and will be readjusted by
applying the IGP-DI (General Market Price Index - Internal Availability).

CHAPTER XXVII - EXTINCTION OF THE LICENSE

                  CLAUSE 27.1. The Concession Agreement will be considered as
extinct in the following events:

                  I - end of the service's concession period;

                  II - takeover, according to Article 113 of Law No. 9.472, of
                  1997;
<PAGE>
                  III - forfeiture, pursuant to the terms of Article 114 of Law
                  No. 9.472, of 1997, and this Agreement;

                  IV - amicable or judicial termination, pursuant to Article 115
                  of Law No. 9.472, of 1997; and

                  V - cancellation.

                  SECTION 1. ONCE THE LICENSE IS EXTINCT, Anatel will regain its
rights and duties in respect of the provision of the licensed service, with
reversal of the assets mentioned in Clause 22.1, Carrier being preserved the
right to the indemnities contemplated in the legislation and this Agreement.

                  SECTION 2. After the license's extinction, Anatel will conduct
the necessary surveys, assessments and liquidations, within 180 (one hundred and
eighty) days counted as of the date the service was accepted, except in the
event of termination of the contractual period, when Anatel shall adopt these
measures in advance.

                  SECTION 3. When the license is extinguished before the
contractual term, Anatel, without prejudice to other applicable measures, may:

                  I - occupy, temporarily, securities and real estate and use
                  its personnel employed in the provision of the service,
                  necessary to the continuity of same; and

                  II - maintain the contracts executed by Carrier with third
                  parties for the term and in the conditions initially agreed.

                  CLAUSE 27.2. There will be reversal of the termination of the
contractual term without indemnification, except when the event contemplated in
Clause 23.3 occurs.

                  CLAUSE 27.3. Pursuant to the terms of Article 113 of Law No.
9.472, of 1997, one considers takeover the resumption of the service by Anatel
for the license period, given the extraordinary motive of public interest, by a
specific law that authorizing it, preceded by payment of compensation.

                  CLAUSE 27.4. This Agreement may have its forfeiture declared
by an act of the Management Council of Anatel, preceded by an administrative
proceeding that ensures ample defense to Carrier, in the following events:

                  I - transfer of corporate control, split-up, merger,
                  transformation of Carrier or its incorporation or reduction of
                  its capital without prior approval by Anatel;
<PAGE>
                  II - irregular transfer of the Agreement;

                  III - failure to comply with the transfer commitment mentioned
                  in Clause 19.1 and Article 87 of Law No. 9.472 of 1997;

                  IV - bankruptcy or dissolution of Carrier;

                  V - failure to comply with coverage requirements by insurance
                  plans against the obligations contemplated in Clause 24.1 and
                  if this omission cannot, at Anatel's discretion, be remedied
                  by the intervention;

                  VI - when, pursuant to the terms of Article 114, item IV, of
                  Law No. 9.472, of 1997, any of the events contemplated in
                  Clause 28.1 occur, and, at the discretion of Anatel, the
                  intervention is considered inconvenient, harmless or unjustly
                  beneficial to Carrier; and

                  VII - non compliance with the universalization targets of the
                  PGMU, approved by Decree No. 2592, of May 15, 1998.

                  SECTION 1. The intervention will be considered unnecessary
when the demand for the service contemplated in the license can be met, by
permission by other providers regularly and immediately.

                  SECTION 2. The declaration of forfeiture will not do away with
the application of the applicable penalties pursuant to the terms of this
Agreement for offenses practiced by Carrier, nor will it affect the right to
indemnity defined pursuant to the terms of the following Chapter.

                  CLAUSE 27.5. Carrier will be entitled to judicial or amicable
contractual termination, when by action or omission of the Public Power, the
performance of the Agreement becomes excessively onerous, pursuant to the terms
of Article 115 of Law No. 9.472, of 1997.

                  SOLE SECTION. The introduction or expansion of the
competition among different providers of the service contemplated in the
concession does not constitute a motive for contractual termination, it being
certain that Carrier assumes this concession aware that it will perform its
activities without any reserve or exclusivity in the market.

                  CLAUSE 27.6. Anatel will decree the cancellation in the event
of an irregularity that cannot be remedied and which is serious, verified in
this Agreement.
<PAGE>
CHAPTER XXVIII - THE INDEMNITY

                  CLAUSE 28.1. For purposes of calculation of the indemnity that
Anatel owes to Carrier, in the vents expressly contemplated herein, one shall
observe the following:

                  I - end of the contractual term - no indemnity will be due,
                  except if it is evidenced that failure to pay means
                  unjustified enrichment by the Union as a result of reversal of
                  the assets not yet fully amortized, in compliance with the
                  provisions in Clause 23.3, discounting the value of the
                  damages caused and of the fines threatened, as well as, when
                  applicable, the financial obligations not met;

                  II - takeover - in compliance with the provisions of Article
                  113 of Law No. 9.472, of 1997, the indemnity, which will be
                  paid prior to the act, must correspond to the value of the
                  assets which revert to the licensing power, deducting
                  depreciation, the value of damages caused and of the fines
                  threatened, as well as, when applicable, the financial
                  obligations not paid;

                  III - forfeiture - regardless of the application of penalties
                  and of compensation for damages arising out of the default,
                  pursuant to the terms of the Agreement, Carrier may only
                  postulate an indemnity if there is evidence that unjustified
                  enrichment is occurring by the Union due to the reversal of
                  assets not fully amortized or depreciated, deducting the value
                  of damages caused and of the fines threatened, as well as,
                  when applicable, the financial obligations not met;

                  IV - amicable or judicial termination - no indemnification
                  shall apply, except if otherwise fixed in a judicial sentence;
                  and

                  V - cancellation - only when evidenced that the Carrier did
                  not concur to illegality, will the compensation be due
                  corresponding only to the effective value of the assets that
                  revert to the Union, calculated on the date of the
                  cancellation decree, provided that these assets are still not
                  fully amortized by the exploitation of the services, deducting
                  moreover the value of the damages caused and of the fines
                  applied, as well as, when applicable, the financial
                  obligations not met.

                  SECTION 1. The provisional value to be anticipated by Anatel
for the takeover cases will be calculated as prescribed in the specific law that
issued the authorization.

                  SECTION 2. When there is forfeiture by evidenced fault of
Carrier, it will also lead to:
<PAGE>
                  a) retention of the credits from the Agreement, including with
                  appropriation of revenues from payments made by the users of
                  the service;

                  b) responsibility for losses caused to the Union and to users;

                  c) application of fines pursuant to the terms of the
                  provisions in this Agreement and in the effective legislation;
                  and

                  d) loss of the insurance-guarantee contemplated in Clause
                  24.1.

                  SECTION 3. With the exception of the hypothesis of takeover,
the indemnification appropriate for the other cases of extinction of the
Agreement will be calculated pursuant to the terms of this Chapter and
apportioned by the number of months on which the license would still be
effective, the first installment must be due after 1 (one) year of extinction of
the Agreement.

                  SECTION 4. Anatel may transfer to the provider who succeeds
Carrier in the exploitation of the service, the burden of paying the relevant
indemnities, assuming again the obligation of payment, if the new provider
delays its payments for more than 90 (ninety) days.

CHAPTER XXIX - COUNCIL OF USERS

                  CLAUSE 29.1. Carrier will organize and maintain in permanent
operation a Council of Users, integrated by representatives from organizations
of the different user classes and official consumer defense bodies, of a
consulting nature and geared to orientation, analysis and assessment of the
services and quality of service by Carrier, as well as for formulation of
suggestions and proposals for improvement of services.

                  SOLE SECTION. Anatel will establish by means of a specific
regulation rules for the installation and operation of the Users Council.

CHAPTER XXX - THE ENVIRONMENT AND ENVIRONMENTAL CONTROL

                  CLAUSE 30.1. Carrier will adopt, at its own account and risk,
all the measures set forth in the Brazilian legislation and regulation or,
failing that, adopt the best practices on the environment, especially in respect
of:

                  I - use of the surface and sub-surface;
<PAGE>
                  II - construction of towers, posts and other provisions for
                  fixing electromagnetic radiation equipment;

                  III - human exposure to electric, magnetic and electromagnetic
                  fields. The limits established in Anatel's regulations must be
                  complied with.

                  IV - minimization of use of natural resources and energy; and

                  V - with respect to the historic-cultural equity and to the
                  indigenous communities.

                  SOLE SECTION. Carrier will present to the competent bodies,
whenever this is required, environmental impact reports, and also provide to
obtain the respective license, according to the applicable legislation.

CHAPTER XXXI - INTERVENTION

                  CLAUSE 31.1. Carrier's intervention may be decreed by Anatel,
at its discretion and in the public interest, by means of a specific and
motivated act by its Management Council, pursuant to the terms of Section V of
Chapter II, Heading II, of Law No. 9.472, of 1997, especially in the following
cases:

                  I - unjustified shutdown of the service, which is understood
                  as the interruption of the provision outside the events
                  contemplated in this Agreement, and without presenting the
                  reasons considered by Anatel as apt to justify it;

                  II - repeated inadequacy or insufficiencies in the service
                  provided, characterized by failure to comply with the quality
                  parameters contemplated in this Agreement and in the
                  regulation, even after notification of a deadline, by Anatel,
                  to regularize the situation;

                  III - practice of bad administration, which puts at risk the
                  continuity of the service, especially that which results in
                  economic-financial imbalance;

                  IV - recidivist practice of offenses defined as serious
                  pursuant to the terms of Clause 26.1;

                  V - noncompliance with universalization targets, understood as
                  unjustified failure to comply with the implementation schedule
                  of the universalization obligations present in this Agreement;
<PAGE>
                  VI - unjustified refusal or procrastination of
                  interconnection, understood as the negation, delay or any
                  attitude that delays the negotiation or effectuation of the
                  connection to its network requested by another provider, in
                  compliance with the regulations;

                  VII - practices of offenses to the economic order, so as to
                  repress behaviors prejudicial to the free, ample and fair
                  competition among service providers; and

                  VIII - omission in rendering accounts to Anatel or posing
                  obstacle to the inspecting activity, which presuppose the
                  practice of any of the occurrences contemplated in the
                  previous items.

                  CLAUSE 31.2. The act of intervention shall necessarily
indicate the term, motives, objectives and limits, in addition to designating
the intervener.

                  SOLE SECTION. The term and the limits of intervention shall
be compatible and proportional to the motives that caused the intervention.

                  CLAUSE 31.3. The intervention will be preceded by
administrative proceedings brought by Anatel, wherein ample right of defense of
Carrier shall be guaranteed.

                  SOLE SECTION. When an immediate intervention is essential,
Anatel may decree it provisionally, without previous manifestation by Carrier.
In this case, the proceedings shall be brought immediately on the date of the
decree and concluded within 180 (one hundred and eighty days), in which term
Carrier may exercise its ample right to defense.

                  CLAUSE 31.4. The decree of intervention will not affect the
regular progress of Carrier's business or its normal operation, producing,
however, the immediate removal of its administrators.

                  CLAUSE 31.5. The duties of the intervener may be attributed to
the agent of Anatel's staff, a specifically appointed person, collegiate or
company, Carrier bearing the costs of his remuneration.

                  SECTION 1. Anatel may appeal against the acts practiced by the
Intervener.

                  SECTION 2. The intervener shall be render accounts of and
answer for the acts he practices.

                  SECTION 3. For acts of disposal and disposition of Carrier's
equity, the intervener will need previous authorization by Anatel.
<PAGE>
                  CLAUSE 31.6. The intervention will not be decreed when, at the
discretion of Anatel, it is considered unnecessary.

                  SOLE SECTION. The intervention will be considered unnecessary
in the events prescribed in Section 1 of Clause 27.4, as well as in those
contemplated in Article 114, item IV, of Law 9.472, of 1997.

CHAPTER XXXII - EXPROPRIATIONS AND ADMINISTRATIVE IMPOSITIONS

                  CLAUSE 32.1. If necessary, for implementation, provision or
modernization of the service, to perform any misappropriation or administrative
servitude, the burdens will be borne fully by Carrier, and Anatel shall request
to the President of the Republic, through the Communications Ministry, to issue
a public utility decree.

CHAPTER XXXIII - ARBITRATION

                  CLAUSE 33.1. Anatel, performing its function of regulating
body, as prescribed in articles 8 and 19 of Law 9.472, of 1997, as well as in
its Internal Regulations, shall settle eventual conflicts that may arise in a
matter of application and interpretation of the concession rules. Carrier may
resort to the arbitration procedures, provided in this Chapter, exclusively when
non-reconciled to Anatel's decision in connection with the following matters:

         I - violation of Carrier's right of protection of its economic
situation, as prescribed in Chapter XIII;

         II - revision of tariffs, provided in Chapter XIII; and

         III - indemnities due upon extinction of this Agreement, including with
respect to reverted assets.

                  SOLE SECTION. Submission of any management to arbitration
does not exempt Anatel and Carrier from the obligation to ensure full compliance
with this Agreement, nor does it permit interruption of the activities linked to
the concession.

                  CLAUSE 33.2. The arbitration procedure will begin upon
communication sent by one party to the other, requesting that the Arbitration
Court, covered in this Chapter, be convened, and indicating in detail the matter
that has generated the controversy.
<PAGE>
                  SOLE SECTION. Anatel may reject the convening of the
Arbitration Court, if it demonstrates, with reasons and justification, that the
controversy does not belong in the list of matters contemplated in Clause 33.1.

                  CLAUSE 33.1. The Arbitration Court will consist of 5 (five)
members, appointed as follows:

                  I - 2 (two) permanent members and their respective deputies
                  appointed by Anatel's Management Council, among specialists in
                  the areas related to the controversial matter, who do not
                  belong to its staff, and at least one of whom will preside it,
                  who has specific knowledge of the juridical regulation of
                  telecommunications;

                  II - 2 (two) permanent members and their respective deputies
                  appointed by Carrier, among specialists in the areas related
                  to the controversial matter, who are not its employees, and at
                  least one of whom will have specific knowledge of the
                  juridical regulation of telecommunications;

                  III - 1 (one) permanent member and respective deputy appointed
                  by the members mentioned in the previous items;

                  SECTION 1. The Arbitration Court may be assisted by technical
experts, whom it considers convenient to appoint.

                  SECTION 2. The Court is considered as constituted on the date
on which all the arbitrators accept their appointments and inform both parties
thereof.

                  SECTION 3. The Court will judge according to the constituted
right and its decisions have cogent power, regardless of judicial homologation.

                  CLAUSE 33.4. If Anatel does not reject such questioning or if
it is overcome, the Process covered in this Chapter will begin, which shall obey
the following procedure:

                  I - the parties will have 10 (ten) days counted as of receipt
                  of the communication covered in the heading of the previous
                  clause to appoint the members of the Arbitration Court, which
                  shall be convened immediately after acceptance by all its
                  members;

                  II - if one of the parties is inert or has offered resistance
                  to the convening of the Arbitration Court, the other party may
                  use the authority contemplated in Article 7 of Law No. 9.307,
                  of September 23, 1996;

                  III - Once the Arbitration Court has been convened, the
                  successive term of 25 (twenty-five) days will commence for the
                  parties to present their
<PAGE>
                  reasons on the controversial matter. The parties may take this
                  opportunity to present reports, expert examinations, opinions,
                  attach documents or information that they deem relevant to
                  support their position;

                  IV - once the memorials have been presented, the Court will
                  analyze the reasons exposed and may, upon request of one of
                  its members, order the elaboration of reports, expert
                  examinations, opinions, request information or documents for
                  the parties, perform diligences and take the steps it
                  understands necessary for the perfect presentation of evidence
                  on the controversial matter;

                  V - during the collection of the elements mentioned in the
                  previous item, the parties will always be allowed to confront
                  each other, in compliance with the principles of informality
                  and consensus and speed, which will characterize the
                  procedure;

                  VI - once the evidence has been presented, a common period of
                  15 (fifteen) days will be granted for the parties to present
                  their final allegations;

                  VII - once the period prescribed in the previous item has
                  elapsed, regardless of the presentation of the final
                  allegations, the Court will render its decision within 30
                  (thirty) days;

                  VIII - there will be no appeal against the decision of the
                  Arbitration Court, except a request for reconsideration,
                  applicable only in the event of the decision having been
                  adopted by majority of only one vote; and

                  IX - the arbitration proceedings may only be invalidated in
                  the events prescribed in Article 32 of Law 9.307, of 1966.

                  SOLE SECTION. The expenses with the arbitration proceeding,
covering also the costs of reports, opinions and expert examinations, as well as
the fees of the members of the Court, will be imputed to Carrier or Anatel,
according to a decision by the Arbitration Court.

CHAPTER XXXIV - RESOLUTION OF CONFLICTS

                  CLAUSE 34.1. Eventual conflicts, which may arise between
Carrier and other telecommunications service providers of collective interest,
on a matter of interpretation and application of the regulation, may be
submitted to Anatel in the course of its duties as regulating body, as
prescribed in Article 8 and 19 of Law No. 9.472, of 1997, by means of:
<PAGE>
                  I - composition of conflicts meeting;

                  II - mediation process; and

                  III - arbitration proceedings.

                  SOLE SECTION. The adoption of the instruments provided in
this clause does not adversely affect the use of other forms of administrative
resolution of conflicts among the providers, pursuant to the terms of Anatel's
Internal Rules.

CHAPTER XXXV - THE APPLICABLE LEGAL SYSTEM AND APPLICABLE DOCUMENTS

                  CLAUSE 35.1. This concession is governed, without prejudice to
the other rules that integrate the Brazilian juridical order, Law 9.472, of July
16, 1997, and the regulations arising out of it, especially of competence by the
Executive Power, according to the provisions of Article 18 of said law, and the
latter shall always prevail when there is a collision with the former.

                  CLAUSE 35.2. In the provision of the service licensed herein,
the national policies of telecommunications and regulations of Anatel shall be
complied with as a full part of this Agreement, especially the documents listed
below:

                  I - General Licensing Plan;

                  II - General Universalization Targets Plan;

                  III - General Quality Targets Plan;

                  IV - General Competition Targets Plan;

                  V - Telecommunications Services Regulations;

                  VI - Switched Fixed Telephone Service Regulations;

                  VII - General Interconnection Regulations;

                  VIII - Numbering Regulation for the Switched Fixed Telephone
                  Service;

                  IX - Administrative Regulations on Numbering Resources;

                  X - Regulation on Remuneration for the Use of the Networks of
                  the STFC Providers;
<PAGE>
                  XI - Local Areas Regulations;

                  XII - Regulations for the Use of Telecommunications Services
                  and Networks in Access to Internet Services;

                  XIII - Access Codes Portability Regulations;

                  XIV - Sanctions Regulations;

                  XV - Accounts Separation and Allocation Regulations;

                  XVI - Regulations of Dedicated Line Industrial Exploitation;

                  XVII - Tariff Regulations;

                  XVIII - Regulation of Systemic Interruptions of the Switched
                  Fixed Telephone Service;

                  XIX - Reversible Assets Control Regulations;

                  XX - Regulation on Supply, Commercialization and Resale of the
                  STFC;

                  XXI - Regulations for the Provision of STFC with Use of
                  Non-Geographic Access Codes;

                  XXII - Regulations on disclosure of subscribers' lists and
                  edition and distribution of the compulsory and free telephone
                  directory;

                  XXIII - Regulations on supply of information for purpose of
                  disclosure of subscribers' list.

                  CLAUSE 35.3. In interpreting the rules and provisions set
forth in this Agreement, the general hermeneutics rules and the rules and
principles contained in Law No. 9.472, of 1997, in addition to the documents
mentioned in the previous item, shall be taken into account.

CHAPTER XXXVI  - VENUE

                  CLAUSE 36.1. The Venue of the Judiciary Section of the Federal
Courts of Brasilia, Federal District is hereby elected to settle all questions
arising out of this Agreement, which cannot be resolved through the procedure of
solution of differences set forth in Chapter XXXII - Arbitration.
<PAGE>

CHAPTER XXXVII - FINAL AND GENERAL PROVISIONS

      CLAUSE 37.1. The Agreement signed herein will enter into force at the time
of publication of its extract in the Official Gazette of the Union.

      CLAUSE 37.2. This Agreement may be amended unilaterally by a supervening
juridical provision, by virtue of a law or an act by the Licensing Power.

IN WITNESS WHEREOF, the parties sign it in 3 (three) counterparts of equal tenor
and form, before the witnesses, who also sign it, for it to produce its legal
and juridical effects.

                            Brasilia, December, 2005


       For Anatel:                                For Carrier:



------------------------                     --------------------------------
PLINIO DE AGUIAR JUNIOR                      RONALDO IABRUDI DOS SANTOS
   Deputy President                                    PEREIRA
                                               Chief Executive Officer

----------------------------                 --------------------------------
PEDRO JAIME ZILLER DE ARAUJO                      ALAIN STEPHANE RIVIERE
         Director                                   Regulation Officer


Witnesses:


-------------------------------------        --------------------------------
 HAMILTON ALVADIA MARTINS                         AIRTON LUCIANO ARAGAO
ID: 019983471-4 Ministry of Defense                ID: 271.835 SSP-DF



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                                ATTACHMENT NO. 01

         IDENTIFICATION OF REVERSIBLE ASSETS OF THE LOCAL FIXED SWITCHED
                           TELEPHONE SERVICE PROVISION

a. Infrastructure and equipment of switching and transmission, including public
terminals;

b. Infrastructure of external network equipment;

c. Infrastructure of energy and air-conditioning equipment;

d. Infrastructure and equipment of the Service and Service Provision Centers;

e. Infrastructure of equipment of operation support systems; and

f. Other indispensable elements to the provision of the service.


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                                ATTACHMENT NO. 02

                      GENERAL UNIVERSALIZATION TARGETS PLAN

1. The universalization targets are those established in the General
Universalization Targets Plan.


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                                ATTACHMENT NO. 03

                            LOCAL SERVICE BASIC PLAN

                            TELEMAR NORTE LESTE S.A.

                                    SECTOR 01

1. GENERAL PROVISIONS

1.1. The Switched Fixed Telephone Service Basic Plan in local mode - STFC Local
is governed by the regulation in force, by the acts cited in this attachment and
by others that succeed it.

1.1.1. Other conditions for the provision of the local mode STFC, contemplated
in the regulation, including with respect to other classes of subscribers are
part of this attachment as if included in it.

1.2. In local collect calls, the same tariff criteria will be applied as in the
calls with collection at origin, excluding the times characteristic of notice
and acceptance of collect calls.

1.3. The tariffs presented are maximum and net of taxes, except for the
provisions of item 3.1.8.

2. INDIVIDUAL ACCESS TO THE SWITCHED FIXED TELEPHONE SERVICE - STFC

2.1. To have access to the Switched Fixed Telephone Service, Carrier may charge
an Activation Tariff for each of the subscribers' classes, respecting the
maximum limit of R$36.39 (thirty-six reais and thirty-nine centavos), as defined
in Acts No. 54.695 of 12/13/05 and No. 54.855 of 12/16/05.

2.2. For maintenance of the right of use, if applicable, Carriers are authorized
to charge a monthly subscription tariffs, according to the table below and to
Acts No. 54.695 of 12/13/05 and No. 54.855 of 12/16/05.

<Table>
<Caption>
        CLASS OF SUBSCRIBERS                               R$
---------------------------------------------------------------------------------------------
<S>                                   <C>
             Residential              27.38 (twenty-seven reais and thirty-eight centavos)
---------------------------------------------------------------------------------------------
           Non-Residential            48.64 (forty-eight reais and sixty-four centavos)
---------------------------------------------------------------------------------------------
                Trunk                 48.64 (forty-eight reais and sixty-four centavos)
---------------------------------------------------------------------------------------------
               Special                16.42 (sixteen reais and forty-two centavos)
---------------------------------------------------------------------------------------------
</Table>


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2.2.1 The subscription of the Local Switched Fixed Telephone Service includes a
deductible of 200 (two hundred) minutes, for the residential class, as per STFC
Tariff Regulation provided in the public system.

2.2.2. The subscription of the Switched Fixed Telephone Service includes a
deductible of 150 (one hundred and fifty) minutes, for the non-residential and
trunk classes, according to the STFC Tariff Regulation provided in the public
system.

2.3. A change of address of the enabled subscriber may be charged, its value
(TME) being limited to the value of the Activation of the relevant classes, as
defined in the STFC Tariff Regulation, provided in the public system.

3. USE OF THE SWITCHED FIXED TELEPHONE SERVICE IN LOCAL MODE

3.1. In billable calls, pursuant to the terms of the regulation, comprised in
the Local Switched Fixed Telephone Service:

3.1.1. The use of the Local Switched Fixed Telephone Service by the subscribers
of the Residential, Non-Residential and Trunk classes will be charged:

a) per Time of Use, the tariff unit being the decimal of minute (six seconds)
and the minimum tariff time being 30 (thirty) seconds; or

b) per answered call, where the collection is made by applying a value per
answered calls (VCA), regardless of its duration.

<Table>
<Caption>
                                  DAYS                                           PERIOD                 MEASURING SYSTEM
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                    <C>
Monday to Friday from 6:00 AM to 12 PM                                           Normal                 Per time of Use
----------------------------------------------------------------------------------------------------------------------------------
Monday to Friday from 00:00 AM to 06:00 AM                                      Reduced                     Per Call
----------------------------------------------------------------------------------------------------------------------------------
Saturdays from 06:00 AM to 02:00 PM                                              Normal                 Per time of use
----------------------------------------------------------------------------------------------------------------------------------
Saturdays from 00:00 AM to 06:00 AM and from 02:00 PM to 12:00 PM               Reduced                     Per call
----------------------------------------------------------------------------------------------------------------------------------
Sundays and National Holidays from 00:00 AM to 12:00 PM                         Reduced                     Per call
----------------------------------------------------------------------------------------------------------------------------------
</Table>

3.1.2. The use of the Local Switched Fixed Telephone Service by subscribers of
the Special Class (AICE) will be charged:

a) per Time of Use, the tariff unit being the decimal of minute (six seconds)
and the minimum tariff time 30 (thirty) seconds, without modulation of hours;
and

b) by call Completion Tariff, regardless of the time and duration of the call.

3.1.3. In the case of billing per time of use, the maximum value per minute of
billing (MIN) is R$ 0.06743 (six thousand seven hundred and forty-three
hundredths of


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thousandths of real), pursuant to the terms of Acts No. 54.695 of 12/13/05 and
No. 54.855 of 12/16/05.

3.1.4. In the case of billing by call, the maximum call for an answered call
(VCA) is calculated based on the minute of use maximum value (MIN), pursuant to
the terms of the STFC Tariff Regulation, provided in the public system.

3.1.5. The maximum value for the VCA, on the date of effectiveness of this
Agreement is R$ 0.13486 (thirteen thousand four hundred and eighty-six
hundredths of thousandths of real), pursuant to the terms of Act No. 54.695 of
12/13/05.

3.1.6. The maximum value for Completion Tariff, on the effective date of this
Agreement, is R$ R$ 0.13486 (thirteen thousand four hundred and eighty-six
hundredths of thousandths of a real), pursuant to the terms of Act No. 54.855 of
12/16/05.

3.1.7. In local calls originated in collective use accesses and destined to
fixed terminals, the measuring method per time of use will be adopted, based on
the billing unit (UTP), as provided in the STFC Tariff Regulation, provided in
the public system, whereas the first unit falls on the answering of the call and
the subsequent ones at each 120 (one hundred and twenty) seconds.

3.1.8. The value of a UTP (VTP) is R$ 0.11650 (eleven thousand, six hundred and
fifty hundredths of thousandths of a real), as determined by Act No. 51.301, of
06/30/2005.

3.2. For calls involving other telecommunications services:

3.2.1. The billing of calls criteria and procedures for the Personal Mobile
Service (SMP) are defined in the regulation.

3.2.1.1. The billing unit is the decimal of a minute (six seconds)

3.2.1.2. The minimum billing time is 30 (thirty) seconds.

3.2.1.3. The communication values involving the SMP (VC-1) per minute, for the
normal tariff time, and for the reduced tariff time, are those in the table
below, according to the provisions of Act No. 51.593 of 07/14/2005.

<Table>
<Caption>
TARGET SMP PROVIDER                               NORMAL TARIFF              REDUCED TARIFF
-------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>
Telerj Celular S.A.                                  0.53635                     0.37544
-------------------------------------------------------------------------------------------
ATL Telecom Leste S.A.                               0.47221                     0.33054
-------------------------------------------------------------------------------------------
TNL PCS S.A.                                         0.50457                     0.35319
-------------------------------------------------------------------------------------------
TIM Celular S.A.                                     0.50457                     0.35319
-------------------------------------------------------------------------------------------
</Table>


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3.2.1.4. The reduced tariff time for calls bound for the SMP will be from Monday
to Saturday from 0:00 AM to 07:00 AM and from 09:00 PM to 12:00 PM, and on
Sundays and national holidays, from 0:00 AM to 12:00 PM, as provided in the
regulation.

3.2.2. The criteria and procedure of billing of calls for the Specialized Mobile
Service (SME) are those defined in the regulation.

3.2.2.1. The billing unit is the decimal of a minute (six seconds)

3.2.2.2. The minimum billing time is 30 (thirty) seconds

3.2.2.3. The maximum communication value involving the SME (VC-1), per minute,
is R$ 0.47303 (forty-seven thousand three hundred and three hundredths of
thousandths of real) for the normal billing time, and R$ 0.33112 (thirty-three
thousand, one hundred and twelve hundredths of thousandths of real) for the
reduced tariff time, according to the provisions of Act No. 54.687 of 12/12/05.

3.2.2.4. The reduced tariff time for calls bound to the Specialized Mobile
Service will be from Monday to Saturday from 0:00 AM to 07:00 AM and from 09:00
PM to 12:00 PM and on Sundays and national holidays, from 0:00 AM to 12:00 PM,
as provided in the regulation.

3.2.3. For calls originated in TUP and bound for other collective interest
services, the relevant communication values for computation of UTPs will be
complied with.