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                                                                    Exhibit 10.2

                    AGREEMENT PBOA/SPB NO. 125/2006 - ANATEL

                  CONCESSION AGREEMENT OF LDN 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 national
Long-Distance 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 implement 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 implement, 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 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 1.7. 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.

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.


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      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, 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,


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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.

      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.


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      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 IMPLEMENTATION, 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 implementation,
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.

      CLAUSE 5.3. The modernization of the service may be sought by constantly
introducing equipment, processes and means able to provide to the user with 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.


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      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.

      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;


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      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 9.2 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, also 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.

      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,


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      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.

      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


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      CLAUSE 9.1. The subscriber that is in default with the carrier may
request, at any time, the suspension of the services, pursuant to the
regulations.

      CLAUSE 9.2. The carrier shall only accomplish the suspension of the
service of the subscriber that does not pay the debt directly resulting from the
use of the service provided, in compliance with the regulation, and the
subscriber shall be entitled to a period to question the relevant debts.

      SECTION 1. The carrier shall inform as to the access blocking of the
subscriber in advance, according to the regulation.

      SECTION 2. Any default referring to debts not directly related to the
service subject to this concession, pursuant to the terms of clause 11.6, shall
not imply the interruption mentioned in the present clause.

      CLAUSE 9.3. 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 9.4. 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
implementation 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
implementation 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


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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. 02, 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.

      CLAUSE 11.2. Carrier may offer to its users Alternative National
Long-Distance Plans with different characteristics from those of the National
Long-Distance Basic Plan.

      SECTION 1. Carrier will guarantee to subscriber the transfer among the
different National Long-Distance 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 National Long-Distance 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
National Long-Distance Plans, without discrimination and in compliance with the
terms defined for it.

      SECTION 4. The Alternative National Long-Distance Plans ishall 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 National Long-Distance 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 National
Long-Distance Plans, provided that fairly and without discrimination, subjective
reduction of values being prohibited, and in compliance with the principle of
fair competition.


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      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
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


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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 National Long-Distance Basic Plan -
Attachment No. 03 may be restated by applying the formulae below:

<TABLE>
<S>       <C>                                                            <C>
4    24                                                                  4 24
E    E    Tijt x Mijto / MT less than or equal to (l - k) x Ft x         E E      Tijt x Mijto / MT
i=1 j=1                                                                  i=1 j=1
</TABLE>

Where:

Tijt less than or equal to Tijto x 1,05 x Ft

Where:

Tijt = tariff proposed in the National Long-Distance Service Basic Plan for time
j, at distance degree i, net of taxes

Tijto = tariff in effect in the National Long-Distance Service Basic Plan for
time j, at distance degree i, net of taxes

Mijto = minutes of the National Long-Distance Service, observed in the National
Long-Distance Service Basic Plan for time j, at distance degree i, since the
last tariff adjustment

MT = total minutes of the National Long-Distance Service, observed in the
National Long-Distance Service Basic Plan for time j, at distance degree i,
since the last tariff adjustment

i = distance tariff degree of the National Long-Distance Service contained in
the Tariff Structure of the Service

t = date proposed for adjustment

to = data of the last adjustment

Ft =       ISTt
           ------
           ISTto

Where:


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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 the
national long-distance minute, 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:

      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.
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      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 National Long-Distance Network (TU-RIU)
shall comply with the provisions of Clause 25.2 and the regulations.

      SOLE SECTION . Anatel may establish new follow-up criteria of National
Long-Distance 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 the National
Long-Distance mode, 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.

      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:

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      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.

      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;

<PAGE>

      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
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:

<PAGE>

      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.

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.

      SOLE PARAGRAPH. 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.

<PAGE>

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;

      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;

<PAGE>

      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 - 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;

      XVI - obtain, prior to collection, information about the re-inclusion of
      the debts contested when a complaint is considered groundless; and

      XVII - 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

<PAGE>

      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 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 - implement 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;

<PAGE>

      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;

      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;

<PAGE>

      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, free of charge, 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 to those that wish to disclose it;

      XVII - respect strictly the duty of non-disclosure and confidentiality of
      telecommunications, in compliance with legal and contractual
      prescriptions;

      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;

<PAGE>

      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;

      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;

<PAGE>

      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:

      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;

<PAGE>

      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;

      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.

<PAGE>

      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.

      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, in
the collection document 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.

<PAGE>

      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, 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, implementation and physical installation,
operation, maintenance, as well as acquisition of software, supervision and
evaluation tests of telecommunication systems.

      CLAUSE 16.9. Except for the alterations subject to the previous approval
of Anatel, the Carrier shall maintain the commitments of compliance with the
routes in optical fiber cables contained in Attachment 03 - Optical Routes,
hereof.

      CLAUSE 16.10. 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 16.11. 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

<PAGE>

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 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.

<PAGE>

      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.

      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;

<PAGE>

      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;

      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 implementation 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;

<PAGE>

      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;

      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.

<PAGE>

      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.

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.

<PAGE>

      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 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, 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.
<PAGE>

      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.

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;


<PAGE>

      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.

      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 National Long-Distance 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.


<PAGE>

      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.

      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 the National Long-Distance 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.


<PAGE>

      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.

      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


<PAGE>

      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.

      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.


<PAGE>

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.

      CLAUSE 25.2. From January 1, 2008, values for the Long-Distance Network
Use Tariff (TU-RIU) 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 Long-Distance Network Use Tariffs
(TU-RIU) will be limited to the product of multiplier M by the Degree 4 tariff
of the national long-distance service, in compliance with the time modulation
and other conditions established in Attachment No. 02 of this Agreement and in
the Regulations, whereas from January 1, 2006 to December 31, 2007, M will equal
0.3 (zero point three);

      SECTION 2. When the application of the provisions of the previous
paragraph result in an increase in the TU-RIU value, this value may only be
practiced as of the next readjustment of local service use tariffs of Degree 4
of the LDN service.

      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;

<PAGE>

      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.

      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);

<PAGE>

      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);

      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 will be 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:

<PAGE>

      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;

      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) for unjustified non-payment of the amounts owed to other
      telecommunications services provider;

      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; and

      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;

      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 the indicators, mentioned in Chapter VI. In the first
hypothesis, the offense will be considered as serious, especially:

<PAGE>

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

      f) collection of tariff or price not in accordance with the rules
      stipulated in this Agreement and in the regulations;

      g) restriction of the exercise of right to free choice among the service
      plans and service providers;

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

<PAGE>

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

      j) 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;

      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.

<PAGE>

      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.

      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.

<PAGE>

      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;

      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:

<PAGE>

      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;

      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

<PAGE>

      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;

      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;

<PAGE>

      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.

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

<PAGE>

      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:

      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

<PAGE>

      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;

      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.
<PAGE>
                  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;

                  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
<PAGE>
                  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.

                  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.
<PAGE>
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.

                  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
<PAGE>
                  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 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
<PAGE>
                  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:

                  I - composition of conflicts meeting;

                  II - mediation process; and

                  III - arbitration proceedings.
<PAGE>
                  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;

                  XI - Local Areas Regulations;

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

                  XIII - Access Codes Portability Regulations;
<PAGE>
                  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.

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.
<PAGE>
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
<PAGE>
                                ATTACHMENT NO. 01

          QUALIFICATION OF THE REVERSIBLE ASSETS OF THE NATIONAL LONG-
              DISTANCE FIXED SWITCHED TELEPHONE SERVICE PROVISION

a)   Infrastructure and equipment for 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.
<PAGE>
                                ATTACHMENT NO. 02

                    NATIONAL LONG-DISTANCE SERVICE BASIC PLAN

                            TELEMAR NORTE LESTE S.A.
                                    SECTOR 01

1. GENERAL PROVISIONS

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

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

1.2. The tariffs presented are maximum and net of taxes and social
contributions.

2. USE OF THE NATIONAL LONG-DISTANCE SWITCHED FIXED TELEPHONE SERVICE

2.1.     For Fixed to Fixed Calls

2.1.1. The tariff system for the Switched Fixed Telephone Service in the
national Long-Distance mode (STFC LDN) takes into consideration the distance
between the centers of areas under tariffs of the call destination and origin
locations, its time of duration, type of call performed and the time thereof.

2.1.2. Locations that are centers of tariff areas are approved under the terms
of the Tariff Regulation of the STFC Provided in the Public Service.

2.1.3. The use of STFC LDN shall be charged by Time of Use, and the tariff unit
shall be the tenth of minute (six seconds) and the minimum time of tariff shall
be thirty (30) seconds, under the terms of the Tariff Regulation of the STFC
Provided in the Public Service.

2.1.4. According to the terms of Act n. 51.300 of 06/30/2005, the maximum
amounts for the tariff minute of the STFC LDN, in view of the distance between
the tariff area centers and the time of call are:

<TABLE>
<CAPTION>
Degree   Geodesic                              AMOUNTS IN R$, without taxes
         Distance            Differentiated        Normal            Reduced         Super Reduced
<S>      <C>                 <C>                   <C>               <C>             <C>
D1       Up to 50 km             0.24151           0.13406           0.07596            0.03795
D2       >50 up to 100 km        0.35894           0.23062           0.12667            0.06332
D3       >100 up to 300 km       0.36920           0.29428           0.18075            0.08624
D4       >300 km                 0.39085           0.34815           0.24922            0.12065
</TABLE>

<PAGE>
2.1.5. The time modulation is that established by the Tariff Regulation of the
STFC Provided in the Public Service, as follows:

<TABLE>
<CAPTION>
            Time                   Monday to Friday                Saturdays             Sundays and national
                                                                                               holidays
<S>                                <C>                           <C>                     <C>
     From 12 pm to 6 am              Super Reduced               Super Reduced               Super Reduced
      From 6 am to 7 am                 Reduced                     Reduced                     Reduced
      From 7 am to 9 am                 Normal                      Normal                      Normal
     From 9 am to 12 pm             Differentiated                  Normal                      Reduced
     From 12 pm to 4 pm                 Normal                      Normal                      Reduced
      From 2 pm to 6 pm             Differentiated                  Reduced                     Reduced
      From 6 pm to 9 pm                 Normal                      Reduced                     Reduced
</TABLE>

2.1.6. The charging of any increase on the amounts defined above shall not be
allowed, irrespective of the duration of the call.

2.1.7. The tariff method per time of use shall be adopted for national
long-distance calls originated in TUP and intended to accesses of STFC, based on
the amount of UTP (VTP), as provided for in the Tariff Regulation of the STFC
Provided in the Public Service, the first unit being applicable when answering
the call and the following ones every period of time, in seconds corresponding
to (VTP/Dn) x 60, where Dn is the amount of tariff degree where the call in
question fits.

2.2. For calls involving other telecommunications services.

2.2.1. The criteria and procedures to charge calls involving the Mobile Personal
Service (SMP) are defined in the regulation.

2.2.1.1. The tariff unit is the tenth of minute (six seconds) and the minimum
time of tariff is thirty (30) seconds.

2.2.1.2. The maximum amounts of communication minute involving the SMP (VC-2 and
VC-3), considering the nature of the call and according to the provision set
forth in Act n. 42.422 of 02/06/2004, are presented in the table below:

<TABLE>
<CAPTION>
            Normal Tariff                       Reduced Tariff
      VC-2                VC-3             VC-2               VC-3
<S>                      <C>              <C>                <C>
     0.06584             1.09894          0.67608            0.76925
</TABLE>

2.1.1.3. The reduced tariff time for calls intended to SMP shall be from Monday
to Saturday, from 12 am to 7 am and from 9 pm to 12 am, and on Sundays and
holidays, from 12 am to 12 am, as provided for in the regulation.

<PAGE>
2.2.2. The criteria and procedures to charge calls involving the Specialized
Mobile Service (SME) are defined in the regulation.

2.2.2.1. The tariff unit is the tenth of minute (six seconds) and the minimum
time of tariff is thirty (30) seconds.

2.2.2.2. The maximum amounts of communication minute involving the SME (VC-2 and
VC-3), considering the nature of the call and according to the provision set
forth in Act n. 54.687 of 12/12/2005, are presented in the table below:

<TABLE>
<CAPTION>
            Normal Tariff                       Reduced Tariff
      VC-2                VC-3             VC-2               VC-3
<S>                      <C>              <C>                <C>
     0.90465             1.02931          0.63325            0.72051
</TABLE>

2.2.3. For national long-distance calls originated in TUP and intended to other
services of public interest, whose register areas are differentiated and do not
comprise the tariff area of originating TUP, the measurement method per time of
use shall be adopted, based on the amount of UTP (VTP) and in the communication
amount where the call in question fits.

2.2.4. The criteria and procedures for charging the calls to other
telecommunications services of collective interest are defined by ANATEL under
the terms of the applicable regulation.
<PAGE>
                                ATTACHMENT N. 03

                                 OPTICAL ROUTES

                            TELEMAR NORTE LESTE S.A.

                                    SECTOR 01

                                    INSTALLED
ANGRA DOS REIS (RJ) - BARRA DO PIRAI (RJ)
ANGRA DOS REIS (RJ) - BARRA MANSA (RJ)
ANGRA DOS REIS (RJ) - PETROPOLIS (RJ)
ANGRA DOS REIS (RJ) - RESENDE (RJ)
ANGRA DOS REIS (RJ) - RIO DE JANEIRO (RJ)
ANGRA DOS REIS (RJ) - VOLTA REDONDA (RJ)
BARRA DO PIRAI (RJ) - BARRA MANSA (RJ)
BARRA DO PIRAI (RJ) - PETROPOLIS (RJ)
BARRA DO PIRAI (RJ) - RESENDE (RJ)
BARRA DO PIRAI (RJ) - RIO DE JANEIRO (RJ)
BARRA DO PIRAI (RJ) - VOLTA REDONDA (RJ)
BARRA MANSA (RJ) - PETROPOLIS (RJ)
BARRA MANSA (RJ) - RESENDE (RJ)
BARRA MANSA (RJ)  - RIO DE JANEIRO (RJ)
BARRA MANSA (RJ) - VOLTA REDONDA (RJ)
BELFORD ROXO (RJ) - DUQUE DE CAXIAS (RJ)
BELFORD ROXO (RJ) - ITABORAI (RJ)
BELFORD ROXO (RJ)  - ITAGUI (RJ)
BELFORD ROXO (RJ) - MARICA (RJ)
BELFORD ROXO (RJ) - MESQUITA (RJ)
BELFORD ROXO (RJ) - NILOPOLIS (RJ)
BELFORD ROXO (RJ) - NITEROI (RJ)
BELFORD ROXO (RJ) - NOVA IGUACU (RJ)
BELFORD ROXO (RJ) - QUEIMADOS (RJ)
BELFORD ROXO (RJ) - RIO DE JANEIRO (RJ)
BELFORD ROXO (RJ) - SAO GONCALO (RJ)
BELFORD ROXO (RJ) - SAO JOAO DE MERITI (RJ)
BELFORD ROXO (RJ) - TERESOPOLIS (RJ)
CABO FRIO (RJ) - CAMPOS DOS GOYTACAZES (RJ)
CABO FRIO (RJ) - ITAPERUNA (RJ)
CABO FRIO (RJ) - MACAE (RJ)
CABO FRIO (RJ) - NOVA FRIBURGO (RJ)
CABO FRIO (RJ) - RIO DE JANEIRO (RJ)
CAMPOS DOS GOYTACAZES (RJ) - ITAPERUNA (RJ)
CAMPOS DOS GOYTACAZES (RJ) - MACAE (RJ)
<PAGE>
CAMPOS DOS GOYTACAZES (RJ) - NOVA FRIBURGO (RJ)
CAMPOS DOS GOYTACAZES (RJ) - RIO DE JANEIRO (RJ)
DUQUE DE CAXIAS (RJ) - ITABORAI (RJ)
DUQUE DE CAXIAS (RJ) - ITAGUAI (RJ)
DUQUE DE CAXIAS (RJ) - MARICA (RJ)
DUQUE DE CAXIAS (RJ) - MESQUITA ((RJ)
DUQUE DE CAXIAS (RJ) - NILOPOLIS (RJ)
DUQUE DE CAXIAS (RJ) - NITEROI (RJ)
DUQUE DE CAXIAS (RJ) - NOVA IGUACU (RJ)
DUQUE DE CAXIAS (RJ) - QUEIMADOS (RJ)
DUQUE DE CAXIAS (RJ) - RIO DE JANEIRO (RJ)
DUQUE DE CAXIAS (RJ) - SAO GONCALO (RJ)
DUQUE DE CAXIAS (RJ) - SAO JOAO DE MERITI (RJ)
DUQUE DE CAXIAS (RJ) - TERESOPOLIS (RJ)
ITABORAI (RJ) - ITAGUAI (RJ)
ITABORAI (RJ) - MARICA (RJ)
ITABORAI (RJ) - MESQUITA (RJ)
ITABORAI (RJ) - NILOPOLIS (RJ)
ITABORAI (RJ) - NITEROI (RJ)
ITABORAI (RJ) - NOVA IGUACU (RJ)
ITABORAI (RJ) - QUEIMADOS (RJ)
ITABORAI (RJ) - RIO DE JANEIRO (RJ)
ITABORAI (RJ) - SAO GONCALO (RJ)
ITABORAI (RJ) - SAO JOAO DE MERITI (RJ)
ITABORAI (RJ) TERESOPOLIS (RJ)
ITAGUAI (RJ) - MARICA (RJ)
ITABORAI (RJ) - MESQUITA (RJ)
ITABORAI (RJ) - NILOPOLIS (RJ)
ITABORAI (RJ) - NITEROI (RJ)
ITABORAI (RJ) - NOVA IGUACU (RJ)
ITABORAI (RJ) - QUEIMADOS (RJ)
ITABORAI (RJ) - RIO DE JANEIRO (RJ)
ITABORAI (RJ) - SAO GONCALO (RJ)
ITABORAI (RJ) - SAO JOAO DE MERITI (RJ)
ITABORAI (RJ)  - TERESOPOLIS (RJ)
ITAPERUNA (RJ) - MACAE (RJ)
ITAPERUNA (RJ) - NOVA FRIBURGO (RJ)
ITAPERUNA (RJ) - RIO DE JANEIRO (RJ)
MACAE (RJ) - NOVA FRIBURGO (RJ)
MACAE (RJ) - RIO DE JANEIRO (RJ)
MARICA (RJ) - MESQUITA (RJ)
MARICA (RJ) - NILOPOLIS (RJ)
MARICA (RJ) - NITEROI (RJ)
MARICA (RJ) - NOVA IGUACU (RJ)


<PAGE>
MARICA (RJ) - QUEIMADOS (RJ)
MARICA (RJ) - RIO DE JANEIRO (RJ)
MARICA (RJ) - SAO GONCALO (RJ)
MARICA (RJ) - SAO JOAO DE MERITI (RJ)
MARICA (RJ) - TERESOPOLIS (RJ)
MESQUITA (RJ) - NILOPOLIS (RJ)
MESQUITA (RJ) - NITEROI (RJ)
MESQUITA (RJ) - NOVA IGUACU (RJ)
MESQUITA (RJ) - QUEIMADOS (RJ)
MESQUITA (RJ) - RIO DE JANEIRO (RJ)
MESQUITA (RJ) - SAO GONCALO (RJ)
MESQUITA (RJ) - SAO JOAO DE MERITI (RJ)
MESQUITA (RJ) - TERESOPOLIS (RJ)
NILOPOLIS (RJ) - NITEROI (RJ)
NILOPOLIS (RJ) - NOVA IGUACU (RJ)
NILOPOLIS (RJ) - QUEIMADOS (RJ)
NILOPOLIS (RJ) - RIO DE JANEIRO (RJ)
NILOPOLIS (RJ) - SAO GONCALO (RJ)
NILOPOLIS (RJ) - SAO JOAO DE MERITI (RJ)
NILOPOLIS (RJ) - TERESOPOLIS (RJ)
NITEROI (RJ) - NOVA IGUACU (RJ)
NITEROI (RJ) - QUEIMADOS (RJ)
NITEROI (RJ) - RIO DE JANEIRO (RJ)
NITEROI (RJ) - SAO GONCALO (RJ)
NITEROI (RJ) - SAO JOAO DE MERITI (RJ)
NITEROI (RJ) - TERESOPOLIS (RJ)
NOVA FRIBURGO (RJ) - RIO DE JANEIRO (RJ)
NOVA IGUACU (RJ) - QUEIMADOS (RJ)
NOVA IGUACU (RJ) - RIO DE JANEIRO (RJ)
NOVA IGUACU (RJ) - SAO GONCALO (RJ)
NOVA IGUACU (RJ) - SAO JOAO DE MERITI (RJ)
NOVA IGUACU (RJ) - TERESOPOLIS (RJ)
PETROPOLIS (RJ) - RESENDE (RJ)
PETROPOLIS (RJ) - RIO DE JANEIRO (RJ)
PETROPOLIS (RJ) - VOLTA REDONDA (RJ)
QUEIMADOS (RJ) - RIO DE JANEIRO (RJ)
QUEIMADOS (RJ) - SAO GONCALO (RJ)
QUEIMADOS (RJ) - SAO JOAO DE MERITI (RJ)
QUEIMADOS (RJ) - TERESOPOLIS (RJ)
RESENDE (RJ) - RIO DE JANEIRO (RJ)
RESENDE (RJ) - VOLTA REDONDA (RJ)
RIO DE JANEIRO (RJ) - SAO GONCALO (RJ)
RIO DE JANEIRO (RJ) - SAO JOAO DE MERITI (RJ)
RIO DE JANEIRO (RJ) - TERESOPOLIS (RJ)
<PAGE>
RIO DE JANEIRO (RJ) - VOLTA REDONDA (RJ)
SAO GONCALO (RJ) - SAO JOAO DE MERITI (RJ)
SAO GONCALO (RJ) - TERESOPOLIS (RJ)
SAO JOAO DE MERITI (RJ) - TERESOPOLIS (RJ)