<PAGE>
                                                                   EXHIBIT 10.22


         AGREEMENT FOR TELECOMMUNICATIONS SERVICES AND OTHER AGREEMENTS


This Agreement for Telecommunication Services (the "AGREEMENT") is entered by
and between AOL Brasil Ltda., a corporation with offices at Av. Industrial, 600
- 2nd floor - Santo Andre - SP, registered at the "CNPJ/MF" (National File of
Legal Entities) under Nr. 03.032.579/0001-62 ("AOL") and Telefonica Empresas
S.A., a company with its head offices located at Avenida Tambore, 341/371, in
the city of Barueri/SP, registered at the "CNPJ/MF" (National File of Legal
Entities) under Nr. 04.027.547/0001-62 ("VENDOR").

As used in the Agreement and its Exhibits": "PARTY" means either AOL or Vendor,
as appropriate, and "PARTIES" means AOL and Vendor collectively. Capitalized
terms used but not defined herein shall have the respective meanings given to
them in Exhibit A attached hereto.

The Parties agree that the following terms and conditions shall apply to the
Services to be provided by Vendor under the Agreement in consideration of
certain payments to be made by AOL.

1        TERM

         1.1      This Agreement shall become effective on the date of its
                  execution, and shall govern the rendering of services by the
                  Vendor to AOL since its first date, namely, December 18, 2000
                  ("Effective Date").

         1.2      This Agreement shall remain in force for 36 (thirty six)
                  months from the Effective Date, unless terminated earlier or
                  extended in accordance with this Article 1 (the "Term"). AOL
                  may elect to renew the Agreement for up to three (3)
                  additional one (1) year periods by giving Vendor thirty (30)
                  days' notice prior to the expiration of the then-current term.

2        PROVISION OF SERVICES

         2.1      Commencing on the Effective Date, Vendor shall perform the
                  Services in accordance with the terms of this Agreement.
                  Notwithstanding anything to the contrary in this Agreement,
                  until such time that the number of Finally Accepted
                  Simultaneous Accesses exceeds [**] [**], Vendor shall make
                  available each calendar month for AOL's sole and exclusive use
                  the number of Additional Simultaneous Accesses designated by
                  AOL prior to such calendar month (for any calendar month, the
                  "Designated Additional Simultaneous Accesses Amount");
                  provided that (a) the Additional Simultaneous Accesses to be
                  made available to AOL under this Article 2 shall be in
                  addition to (and not including) Finally Accepted Simultaneous
                  Accesses, and (b) the Designated Additional Port Amount shall
                  at no time exceed [**] [**] minus the number of Finally
                  Accepted Simultaneous Accesses. Additional Simultaneous
                  Accesses to be made available for AOL's use under this Article
                  2 shall fully conform with the terms of this Agreement.




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3        CHARGES AND PAYMENT TERMS

         3.1.     GENERAL. All charges relating to the Services in the Initial
                  Service Area are set forth in Exhibit F. Vendor shall not
                  charge AOL for any Port or related Services which have been
                  ordered by AOL in accordance with Section 0 of Exhibit E prior
                  to Final Acceptance of the same by AOL. Vendor shall not
                  charge AOL for any Additional Simultaneous Accesses except to
                  the extent set forth in Section 0 of Exhibit F. AOL shall not
                  be required to pay Vendor any amounts for the Services in the
                  Initial Service Area in addition to those payable to Vendor
                  under Exhibit F. Pricing for Additional Service Areas will be
                  agreed by the Parties following AOL's request to Vendor to
                  provide Services in such areas, provided that Vendor offers or
                  provides, or is able to offer or provide Services in such
                  Additional Service Area.

         3.2.     PAYMENT TERMS. All charges due under this Agreement shall be
                  invoiced in Reais (R$) through a Sale Bill for
                  Telecommunication Services (NFFST). Vendor shall deliver,
                  substantially in the form attached hereto as Exhibit G, the
                  invoices relative to the rendered services to:


                      Cyro Ovalle
                      Brazil Operations Director
                      AOL Brazil
                      Av. Industrial, 600 - 2o. floor
                      Santo Andre - SP
                      CEP 09080-500


                      Copy to:
                      Gerry MacDonald
                      Senior Vice President, Global Access Network
                      America Online, Inc.
                      12100 Sunrise Valley Drive
                      Reston, VA 22091


         All undisputed charges shall be payable within thirty (30) days of
         receipt of the corresponding invoice. AOL may withhold payment of
         particular charges that AOL disputes in good faith. In the event that
         AOL withholds payment pursuant to this Section, AOL shall provide
         Vendor with written notice of the dispute within the thirty-day period
         described in this Section and shall engage in good faith discussions
         with Vendor to resolve such disputed charges during such thirty-day
         period.

         3.2.1    In case the parties do not reach an agreement within such
                  thirty-day period, there will be a meeting, within [**] days
                  from the invoice due date, between Operations areas
                  representatives from both parties in order to solve the
                  dispute.

                  3.2.1.1  In case the above mentioned meeting is not enough to
                           solve the dispute, then, the parties will take the
                           dispute to a third party independent consulting firm,
                           chosen by common agreement, to solve the pending
                           issue. The process of choosing and presenting a
                           definitive report shall not be longer than [**] days.
                           All expenses related to such consulting shall be
                           shared by the parties in the proportion of [**]% to
                           each one, no matter what the final result is.

         3.2.2    The lack of payment of the NFFST, without dispute,
                  corresponding to the rendered service, on the date of the
                  respective due date, will subject AOL, independently of any
                  notice or information, to the payment of a [**] ([**] per
                  cent) fine on the value of the debt, plus [**]% ([**] per
                  cent) interests per month, after the day following the
                  maturity until the effective date of the payment, with said
                  values being included in the NFFST, when issued, for the
                  subsequent period of time.




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                  3.2.3    When the delay is longer than [**] [**] months,
                           besides the charges of fine and interest, the
                           monetary revaluation shall be added to the due
                           values, based upon the variation of the Price General
                           Index, Internal Availability - IGP - DI
                           "pro-rata-die", until the date when the debit is
                           paid.

                  3.2.4    If AOL does not provide payment after [**] [**]
                           days of a non-disputed NFFST issued based upon this
                           agreement, the Vendor may suspend the rendering of
                           the corresponding services, with the resumption being
                           conditioned to the payment of the overdue NFFST's
                           values, plus the respective fines and interests.

                  3.2.5    If AOL does not provide payment after [**] [**] after
                           maturity and non payment of any non-disputed NFFST
                           issued based upon this agreement, the Vendor may
                           terminate the rendering of the corresponding services
                           and take off its equipment, independently of any
                           previous notice.

         3.3      All taxes, contributions and other related charges, specific
                  to the telecommunication or not, in force at the time of
                  execution of this Agreement and that are directly or
                  indirectly related to the rendering of services herein
                  described shall be included in the Price.

                  3.3.2    AOL will have the right to retain any taxes relative
                           to which, due to the applicable legislation, AOL be
                           the paying agent, and that fall exclusively on the
                           services rendered under the terms of this Agreement.

                  3.3.3    Any changes in taxes that fall directly on the
                           offered services shall be reflected in their prices,
                           as specified in the respective exhibits.

                  3.3.4    The Parties agree to [**] with each other to enable
                           each to more accurately determine its [**] [**]
                           liability. Neither Party shall act [**] in assisting
                           the other Party in [**] such other Party's tax
                           liability to the extent legally permissible. Each
                           Party shall provide and make available to the other
                           any [**] [**], information regarding [**] or [**]
                           [**] or [**], [**], and other [**] or information
                           reasonably requested by either Party.

         3.4      BILLING. AOL shall be responsible for the billing and
                  collection of all amounts due from AOL end-users for access
                  and use of an AOL Information Service made possible through
                  Vendor's provision of the Services, and Vendor agrees that it
                  shall not bill or collect any amounts for such activities from
                  AOL end-users. AOL shall be solely responsible to Vendor for
                  payment for the Services.

4        SERVICE LEVELS

         4.3      The Services shall meet or exceed the performance standards
                  identified in Exhibit E, an integral part of this Agreement
                  (such performance standards collectively the "SERVICE
                  LEVELS"). If Vendor fails to meet any Service Level, then in
                  addition to any other rights AOL may have, Vendor shall, at no
                  additional charge to AOL, (i) investigate and report on the
                  causes of the problem; (ii) advise AOL, as and to the extent
                  reasonably requested by AOL, of the status of remedial efforts
                  being undertaken with respect to such problems; (iii) correct
                  the problem and begin meeting the Service Levels as soon as
                  practicable; and (iv) take appropriate preventive measures to
                  avoid recurrence of the problem.




5        PROJECT MANAGEMENT

         5.3      Vendor shall appoint an AOL support team dedicated to AOL,
                  which team shall be responsible for overseeing the provision
                  of Services and the relationship between the Parties. Such AOL
                  support team shall be staffed with a Vendor Account Manager
                  and a project manager (each of whom are subject to AOL's
                  reasonable approval),



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             who shall (i) be responsible for building, maintaining and
             operating the network infrastructure, (ii) have day-to-day
             authority for undertaking to ensure AOL's satisfaction with the
             Services, and (iii) be responsible for ensuring Vendor's
             performance of its obligations hereunder. The persons forming this
             support team shall be AOL's primary point of contact.

6        TERMINATION

         6.1      TERMINATION FOR CAUSE. Either Party shall have the right to
                  terminate this Agreement, without liability to such Party (the
                  "TERMINATING PARTY") and upon written notice to the other
                  Party (the "BREACHING PARTY"), in the event of (a) a breach by
                  the Breaching Party, if such breach is not cured within [**]
                  [**] calendar days after written notice by the Terminating
                  Party to the Breaching Party of such breach, or (b) repeated
                  breaches of this Agreement of a similar nature by the
                  Breaching Party (even if cured).

         6.2      In the event of (i) a change in Control of Telefonica, TData
                  or a TData-Controlled Affiliate where such Control is
                  acquired, directly or indirectly, in a single transaction or
                  series of related transactions by a CiC Entity, (ii) all or
                  substantially all of the assets of Telefonica, TData or a
                  TData-Controlled Affiliate are acquired by or transferred to
                  any CiC Entity, (iii) Telefonica, TData or a TData-Controlled
                  Affiliate is merged with or into a CiC Entity (including a
                  merger to form a new entity), then at any time after any such
                  event, AOL may, at its option, terminate this Agreement upon
                  notice to Vendor and neither party shall have liability to the
                  other party as a result of such termination (except as
                  expressly set forth below in this Section 6.2). If AOL
                  terminates this Agreement under this Section 6.2, then within
                  [**] [**] days of the effective date of such termination
                  (the "TERMINATION DATE"), AOL shall pay Vendor an amount equal
                  to [**] percent ([**]%) of the amount equal to the difference
                  between the Purchase Commitment (determined as of the
                  Termination Date) and the aggregate amount charged to AOL for
                  Incremental Services rendered through the Termination. The
                  payment amount set forth in the preceding sentence shall be
                  Vendor's sole and exclusive remedy for AOL's election to
                  terminate this Agreement under this Section 6.2 and shall be
                  deemed to fully compensate Vendor for any development,
                  planning, infrastructure and any other costs and expenses
                  incurred by Vendor or its Affiliates in anticipation of AOL's
                  fulfillment of the Purchase Commitment.

         6.3      The termination may occur, also, by any of the parties,
                  through a written notice, if the other party applies for
                  bankruptcy or composition with creditors, or if it has the
                  bankruptcy or composition sentenced, or if it enters into
                  judicial or extra judicial liquidation.

         6.4      The termination of this agreement, by any reason whatsoever,
                  shall not impair the requirement of eventual non paid values
                  derived from its execution, nor the return of the equipment
                  owned by the Vendor.

         6.5      TRANSITION ASSISTANCE. Upon expiration or any termination of
                  this Agreement but not the one caused by lack of compliance of
                  the Agreement by AOL, then AOL may cancel all Services and
                  Vendor shall (i) provide AOL, or at AOL's request AOL's
                  designees, reasonable assistance and consultation to ensure a
                  smooth and timely transition of AOL's purchase of Services
                  then expiring or being terminated to another vendor or vendors
                  or to AOL, and (ii) continue to provide the Services then
                  expiring or being terminated to AOL (at prices then in effect
                  as of the date of such expiration, termination or
                  cancellation) and otherwise perform all of its obligations
                  under this Agreement (such Vendor obligations described in
                  this Section 6.4 collectively "Transition Assistance") for the
                  Transition Period. "Transition Period" shall mean a time
                  period commencing upon the effective date of expiration or
                  termination, and ending after a period of time to be
                  determined by AOL in its reasonable discretion, not to exceed
                  [**] [**] months in duration.

7        CONFIDENTIALITY

         7.1      Each Party acknowledges that Confidential Information may be
                  disclosed to the other Party during the course of this
                  Agreement. Each Party agrees that it shall take reasonable
                  steps, at least substantially equivalent to the steps it takes
                  to protect its own proprietary information, during the Term,



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                  and for a period of [**] years thereafter, to prevent the
                  duplication or disclosure of Confidential Information of the
                  other Party, other than by or to (a) its employees or agents
                  who must have access to such Confidential Information to
                  perform such Party's obligations hereunder, who shall each
                  agree to comply with this section, and (b) independent
                  third-party auditors that agree in writing to comply with
                  confidentiality requirements substantially reasonably
                  comparable to those set forth in this section. Notwithstanding
                  the foregoing, either Party may issue a disclosure containing
                  Confidential Information without the consent of the other
                  Party, to the extent such disclosure is required by law, rule,
                  regulation or government or court order. In such event, the
                  disclosing Party shall provide at least [**] [**] business
                  days prior written notice of such proposed disclosure to the
                  other Party. Further, in the event such disclosure is required
                  of either Party under the laws, rules or regulations of any
                  applicable governing body, such Party shall (i) redact
                  mutually agreed-upon portions of this Agreement to the fullest
                  extent permitted under applicable laws, rules and regulations
                  and (ii) submit a request to such governing body that such
                  portions and other provisions of this Agreement receive
                  confidential treatment or otherwise be held in the strictest
                  confidence to the fullest extent permitted under the laws,
                  rules or regulations of the applicable governing body.

8        REPRESENTATIONS AND WARRANTIES

         8.1      COMPLIANCE WITH SPECIFICATIONS AND APPLICABLE LAWS. Vendor
                  represents that the Services offered to AOL are, and warrants
                  that after the Effective Date Services purchased by AOL shall
                  be, in full conformance with (a) the specifications set forth
                  in Exhibit C applicable to such Services, and (b) applicable
                  federal, state and local laws and regulations.

         8.2      WORK STANDARDS. Vendor covenants that it shall deliver the
                  Services with promptness and diligence. Vendor warrants that
                  it shall use adequate numbers of qualified individuals with
                  suitable training, education, experience, and skill to provide
                  the Services.

         8.3      NON-INFRINGEMENT. Parties warrants that the Services shall not
                  infringe, and that the other party shall perform its
                  responsibilities under this Agreement in a manner that does
                  not infringe, or constitute an infringement or
                  misappropriation of, any patent, copyright, trademark, trade
                  secret or other proprietary rights of any third party.

         8.4      FULL POWER. Each Party represents and warrants that (i) It has
                  the requisite power and authority to enter into the Agreement
                  and to carry out the obligations and transactions contemplated
                  by the Agreement; and (ii) The execution, delivery and
                  performance of the Agreement and the consummation of the
                  transactions contemplated by the Agreement have been duly
                  authorized by the requisite action on the part of such Party.

9        INDEMNITIES

         9.1      The Parties agree to indemnify and hold the other Party
                  harmless for all eventual claims (a) arising from the
                  indemnifying Party's breach of any obligation, representation
                  or warranty under this Agreement, and (b) damages caused by
                  fraud or guilt of its employees and/or contractors, with said
                  damages to be determined in an appropriate judicial suit. This
                  clause shall apply in the cases when the specific penalty is
                  not provided in this Agreement or its Exhibits

         9.2      AOL agrees to indemnify, defend, and hold Vendor harmless from
                  Losses arising from any third party claims of intellectual
                  property rights infringement arising from any AOL developed
                  materials provided to Vendor to provide the Services. Further,
                  Vendor agrees to indemnify, defend, and hold AOL harmless from
                  Losses arising from any third party claims of intellectual
                  property rights infringement arising from the Services or from
                  any materials or services utilized to provide the Services. .

         9.3      If any item described in Section 9.2 becomes, or is likely to
                  become, the subject of an infringement or misappropriation
                  claim or proceeding, Vendor shall, in addition to indemnifying
                  AOL as provided in Section 9.2 and to the other rights AOL may
                  have under this Agreement, promptly at Vendor's expense use
                  best efforts to (i) secure the right to continue using the
                  item, or (ii) replace or modify the item to make it
                  non-infringing, provided that any such replacement or



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                  modification shall not degrade the performance or quality of
                  the affected component of the Services. In the event neither
                  of such actions can be accomplished by Vendor, and only in
                  such event, Vendor shall remove the item from the Services and
                  the applicable charges under this Agreement shall be equitably
                  adjusted to reflect such removal and in the event that such
                  removal may reasonably cause degradation of performance or
                  quality of the affected component of the Services, AOL may at
                  its option terminate this Agreement upon notice to Vendor.

         9.4      In respect to the non compliance of the provisions relative to
                  availability of services, the Vendor shall be responsible
                  solely and exclusively for the granting of the discounts
                  established in this instrument, with no additional values
                  being owed to AOL, under any other title. Despite the
                  foregoing, this clause 9.4. does not apply to failure to
                  comply with deadlines and /or the deployment plan. Also, the
                  Parties agree, in any event, that any damages the Vendor may
                  be condemned to pay as indirect damages, shall never be more
                  than the accumulated amount paid by AOL to Vendor for services
                  rendered and contracted under the terms of this instrument and
                  its exhibits of the last [**] [**] payments preceding the
                  occurrence of the event that originated such damages. The
                  accumulated amount will be calculated by adding the total
                  amounts paid in each invoice and shall be adjusted by the IGPM
                  index to the date of the occurrence of the event.

                  9.4.1    NOTWITHSTANDING THE FOREGOING, SUCH LIMITATIONS SHALL
                           NOT APPLY WITH RESPECT TO DAMAGES OCCASIONED BY THE
                           BREACH BY A PARTY OF ANY OF SUCH PARTY'S OBLIGATIONS
                           SET FORTH IN ARTICLE 7 OF THIS AGREEMENT.


10       FORCE MAJEURE

         10.1     Neither Party shall be liable for any default or delay in the
                  performance of its obligations under this Agreement if and to
                  the extent such default or delay is caused, directly or
                  indirectly, by fire, flood, lightning, earthquake, elements of
                  nature or acts of God, riots, civil disorders, rebellions or
                  revolutions, or any other cause beyond the reasonable control
                  of such Party; provided, however, that the non-performing
                  Party is without fault in causing such default or delay, and
                  such default or delay could not have been prevented by
                  reasonable precautions and cannot reasonably be circumvented
                  by the non-performing Party through the use of alternate
                  sources, workaround plans or other means (any such event a
                  "FORCE MAJEURE EVENT"). Notwithstanding the foregoing, the
                  failure of a supplier or subcontractor of Vendor to perform
                  under its arrangement with Vendor shall not constitute a Force
                  Majeure Event for Vendor unless such failure by such supplier
                  or subcontractor is itself is caused by a Force Majeure Event.

         10.2     For any Force Majeure Event, the non-performing Party shall be
                  excused from further performance or observance of the
                  obligation(s) so affected for as long as such circumstances
                  prevail and such Party continues to use its best efforts to
                  recommence performance or observance whenever and to whatever
                  extent possible without delay. Any Party so delayed in its
                  performance shall immediately notify the Party to whom
                  performance is due by telephone (to be confirmed in writing
                  within [**] [**] business days of the inception of such delay)
                  and describe at a reasonable level of detail the circumstances
                  causing such delay. To the extent a Party can reasonably
                  anticipate in advance that such Party's performance is going
                  to be delayed by a Force Majeure Event, such Party shall
                  immediately notify the other Party of such anticipated delay
                  and describe at a reasonable level of detail the circumstances
                  that may cause such anticipated delay.

         10.3     If Force Majeure Event substantially prevents, hinders, or
                  delays Vendor's performance for more than [**] [**]
                  consecutive calendar days, then at AOL's option: (i) AOL may
                  terminate or modify any affected portion of any order, or
                  terminate any affected portion of this Agreement, and the
                  charges payable hereunder shall be equitably adjusted to
                  reflect such termination; or (ii) AOL may terminate this
                  Agreement in its entirety without liability to Vendor as of a
                  date specified by AOL in a written notice of termination to
                  Vendor. Vendor shall not have the right to any additional
                  payments from AOL for costs or expenses incurred by Vendor as
                  a result of any Force Majeure Event.



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11       INDUSTRY DEVELOPMENTS

         11.1     COST SAVINGS. If Vendor's costs associated with the Services
                  in a Service Area decrease as a result of changes to the
                  telecommunications regulatory regime, the Service charges will
                  be [**] by the amount of such [**]. If Vendor's costs
                  associated with the Services in a Service Area increase as a
                  result of changes to the telecommunications regulatory regime,
                  Vendor may, by providing AOL with [**] [**] days advanced
                  notice, [**] such applicable [**] [**] along to [**] on an
                  [**]; provided that during such [**] day period, AOL may
                  reject such cost increase, in which case, (a) AOL may cancel
                  all Services provided under this Agreement without penalty or
                  liability pro rata over the [**] [**] month period following
                  the date of AOL's rejection notice, and (b) the prices for
                  Services during such [**] [**] month period shall be the
                  prices in effect on the date of AOL's rejection notice.

         11.2     As soon as dial-up access services utilizing [**]  become
                  available in any Service Area, Vendor will offer to provide
                  such Services utilizing such Ports to AOL on an expedited
                  basis. Pricing for new Ports will be at initial Market Prices
                  that reflect the then-current, competitive market prices in
                  such Additional Service Area.

         11.3     CERTAIN REGULATORY EVENTS. In the event that Vendor is
                  obligated under applicable law to provide any of the Services
                  hereunder in accordance with tariffs filed with a governmental
                  authority, then Vendor shall file the terms and conditions of
                  this Agreement with such authority such that applicable law
                  shall require no change in the rights or obligations of any
                  Party under the Agreement. If despite Vendor's use of
                  good-faith, commercially reasonable efforts to perform this
                  obligation, such tariffs require a material change in the
                  rights or obligations of either Party under this Agreement
                  that adversely affects them then either Party may at its
                  option, terminate the Agreement for cause.


12       GENERAL


         12.1     CONTINUED PERFORMANCE. Each Party agrees to continue
                  performing its obligations under this Agreement while any
                  dispute is being resolved, with exception to the conditions
                  described on Sections 3.2.4 and 3.2.5.

         12.2     SEVERABILITY. In the event that any provision of this
                  Agreement conflicts with the law under which this Agreement is
                  to be construed or if any such provision is held invalid by a
                  court with jurisdiction over the Parties, the remainder of
                  this Agreement shall remain in full force and effect. In the
                  event any such INVALIDITY of any such provision prevents the
                  accomplishment of a fundamental purpose of this Agreement, AOL
                  and Vendor shall immediately commence negotiations in good
                  faith to provide the party which has been adversely affected
                  by such restatement with value (in cash or in kind) equivalent
                  to the value that such Party would have received had such
                  provision not been restated.

         12.3     In case the Vendor is not allowed to render the services
                  contracted by this instrument, by an order from the National
                  Telecommunication Agency (ANATEL), provided that such order
                  did not originate from Vendor's responsibility, including,
                  without limitation, failure to comply with Concession Contract
                  or legislation, or due to any change in the applicable
                  legislation in force, this instrument shall be immediately
                  terminated, through a written notice from the Vendor to AOL
                  informing it of such fact. The termination of the agreement
                  due to the reasons as above shall not give any party any right
                  to claim, reparation and/or compensation.



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         12.4     PRESS RELEASE. Except to the extent such prior disclosure to
                  the other party is precluded by law, neither Party shall issue
                  any press releases, announcements and marketing, advertising
                  or other promotional materials related to this agreement or
                  referencing the other party or its trade names, trademarks and
                  service marks without the prior written approval of the other
                  party, which shall not be unreasonably withheld or delayed.

         12.4.1   Notwithstanding the foregoing, (i) either Party may issue
                  Press Releases and other disclosures as required by the United
                  States Securities and Exchange Commission without the consent
                  of the other Party; and (ii) AOL may issue any Press Release
                  and other disclosures relating to its quarterly earnings
                  reports without the Vendor's consent. In both cases, each
                  Party shall give the other Party prior notification of such
                  disclosure.

         12.5     ASSIGNMENT. This Agreement shall accrue to the benefit of and
                  be binding upon the Parties hereto and any purchaser or any
                  successor entity into which a Party has been merged or
                  consolidated or to which a Party has sold or transferred all
                  or substantially all of its assets. No Party may assign or
                  transfer in any way this Agreement or assign or delegate its
                  rights or obligations under this Agreement without the prior
                  written consent of the other Party, whose consent shall not be
                  unreasonably withheld.

         12.6     NOTICES. All notices, requests, demands, and determinations
                  under this Agreement (other than routine operational
                  communications or as otherwise specifically set forth herein),
                  shall be in writing and shall be deemed duly given (i) when
                  delivered by hand, one (1) business day after being given to
                  an express post service, with a reliable system for tracking
                  delivery, or (ii) four (4) business days after the day of
                  mailing, when mailed by United States mail, registered or
                  certified mail, return receipt requested, postage prepaid, and
                  addressed as follows:


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<TABLE>

<S>                                                                              <C>
                                    TO AOL:                                      TO VENDOR:
                                    -------                                      ---------
                                    AOL Brazil                           Telefonica Empresas S. A.
                    Av. Marginal do Rio Pinheiros, 5200 - Ed.          Av Faria Lima 1188 - 9(0)andar
                    Philadelphia - 2(0). Andar - CEP 05693-000-             Sao Paulo - SP - Brazil
                             Sao Paulo - SP - Brazil                      Attn: Diretor de Vendas
                              Attn: Dirtor Juridico                       Tel: +55 (11) 3038-7770
                             Fax: +55 (11) 3759 7401                      Fax: +55 (11) 3038-7777

                                    AOL Brazil                                   COPIES TO:
                                                                                 ---------
                    Av. Marginal do Rio Pinheiros, 5200 - Ed.
                    Philadelphia - 2(0). Andar - CEP 05693-000-            Telefonica Empresas S. A.
                             Sao Paulo - SP - Brazil                         Secretaria Geral -
                            Attn: Diretor de Operacoes                    Fax: +55 (11) 3038-7842
                             Fax: +55 (11) 3759 7401

                               America Online, Inc.                 Telefonica DataCorp. S.A., Sociedad
                            1200 Sunrise Valley Drive                           Unipersonal
                              Reston, Virginia 22091                  Beatriz de Bobadilla, 14, 2(degree)izq
                        Attn: Geraldine MacDonald, Senior                   28040 Madrid, SPAIN
                      Vice President, Global Access Network         Attn: Jose Luis Guezuraga, Director
                               Fax: (703) 265 5988                           General Comercial
                                                                          Fax: 011 34 91 456 7829


                                    COPIES TO:                      Telefonica DataCorp. S.A., Sociedad
                                    ---------
                               America Online, Inc.                             Unipersonal
                                  22000 AOL Way                       Beatriz de Bobadilla, 14, 2(degree) izq
                              Dulles, Virginia 20166                        28040 Madrid, SPAIN
                              Attn: General Counsel                 Attn: Marcos Sandoval, Multinational
                               Fax: (703) 265-1495                             Sales Director
                                                                          Fax: 011 34 91 456 7829
                               America Online, Inc.
                                  22000 AOL Way
                              Dulles, Virginia 20166
                       Attn: President Of Business Affairs
                               Fax: (703) 265-1206


</TABLE>




A Party may from time to time change its address or designee for notification
purposes by giving the other prior written notice of the new address or designee
and the date upon which it shall become effective.




         12.7     NO EXISTENCE OF LEGAL PERSON. Nothing contained herein shall
                  be construed as creating any agency, partnership, or other
                  form of joint enterprise between the Parties.

         12.8     Labor Obligations: Vendor undertakes to pay the salaries and
                  other labor security, social security and social charges
                  referring to its employees, related to the Services to be
                  rendered, the liability for which lies exclusively on the
                  Vendor. Moreover, Vendor assumes full employers liability for
                  its personnel, including of social, social security,
                  casualties, administrative, disciplinary, fiscal and/or civil,
                  being Vendor deemed the only employer, there being no
                  connection whatsoever between its employees, workers or
                  representatives and AOL.

                  12.8.1   Labor Claims: In case any demand or claim is moved
                           against AOL by an employee, office, ex-employee or
                           ex-officer of Vendor due to their tasks under the
                           Agreement, Vendor undertakes to substitute AOL as
                           plaintiff of the demand or claim. In case the agreed
                           substitution is not possible, Vendor undertakes to



                                      A-9
<PAGE>

                           reimburse AOL from any expenses (including attorney's
                           fees) incurred by AOL in the intended labor claim or
                           demand.

         12.9     The parties agree, as of now, that any obligations that
                  expressly or by its own nature shall continue in force after
                  the termination, the cancellation or expiration of the
                  Agreement shall survive and remain in effect.

         12.10    LEGAL COMPLIANCE. Both Parties shall comply with all
                  applicable laws and regulations that are material to their
                  respective performance under this Agreement. Vendor shall not
                  gather, process, store, use or disclose any personal data
                  relating to AOL members. Further, Vendor shall not monitor the
                  content of traffic sent by or delivered to AOL end-users via
                  the Services.

         12.11    ENTIRE AGREEMENT. This Agreement constitutes the entire
                  agreement between the Parties with respect to the subject
                  matter hereof, substituting any and all documents produced in
                  respect to the same matter. This Agreement may only be changed
                  by mutual agreement of authorized representatives of the
                  Parties in writing.

         12.12    SERVICE MARKS. The Parties agree that they shall not use the
                  names, service marks or trademarks of the other Party or its
                  Affiliates. without prior written consent thereof.

         12.13    WAIVER. The omission and/or delay by any of the parties in
                  performing any right established herein shall not be
                  considered as a forfeit thereof, and the no single or partial
                  performance of any right herein determined may turn impossible
                  any future or deeper performance of said right or of any other
                  right

         12.14    INCORPORATION BY REFERENCE. All Exhibits attached hereto are
                  hereby incorporated by reference into the Agreement.


13.      GOVERNING LAW AND CONSENT TO JURISDICTION

         13.1.    The Agreement shall be interpreted, construed and enforced in
                  all respects in accordance with the laws of Federal Republic
                  of Brazil.

         13.2.    Each Party irrevocably consents to the exclusive jurisdiction
                  of the courts of the City of Sao Paulo, SP, Brazil in
                  connection with any action to enforce the provisions of this
                  Agreement, to recover damages or other relief for breach or
                  default under this Agreement or otherwise arising under or by
                  reason of this Agreement.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
     effective, in three equal copies, as of the Effective Date. Each Party
     acknowledges that it has read this Agreement, understands it, and agrees to
     be bound by its terms.

     Sao Paulo, March 7, 2002

AOL BRASIL LTDA.                     AOL LATIN AMERICA, S.L.


By:     /S/ CARLOS D. TROSTLI        By:   /S/ CARLOS D. TROSTLI
    --------------------------            -------------------------------------


Printed:    CARLOS D. TROSTLI        Printed:   CARLOS D. TROSTLI
          --------------------                 --------------------------------


Title:       PRESIDENT               Title:   LEGAL REPRESENTATIVE
        ----------------------               ----------------------------------


Date:                                Date:
      -----------------------             -------------------------------------



                                      A-10
<PAGE>


TELEFONICA EMPRESAS S.A.



By:  /s/ MARCELO DO NASCIMENTO ALMEIDA          By:   /s/ ROBERTO MEDEIROS
    -------------------------------------             -------------------------


Printed:    MARCELO DO NASCIMENTO ALMEIDA        Printed:   ROBERTO MEDEIROS
          -------------------------------                  --------------------


Title:     COMMERCIAL VICE PRESIDENT             Title:       PRESIDENT
        ----------------------------------               ----------------------


Date:
      ------------------------------------


WITNESSES:





 /s/ ARTHUR SERZEDELLO
 ----------------------------------               ----------------------------
NAME: ARTHUR SERZEDELLO                           NAME:
 ----------------------------------               ----------------------------
ID CARD: 8.324.796                                ID CARD:
 ----------------------------------               ----------------------------
CPF/MF CARD: 033.496.718-02                       CPF/MF CARD:
 ----------------------------------               ----------------------------








                                      A-11
<PAGE>




                                    EXHIBIT A

DEFINITIONS

"ACCEPTANCE TEST PERIOD" has the meaning set forth in Section 3 of Exhibit E.

"ACCEPTED ORDER" has the meaning set forth in Section 2 of Exhibit E.

"ADDITIONAL SIMULTANEOUS ACCESSES" means Simultaneous Accesses and related
Services in addition to (but not including) Finally Accepted Simultaneous
Accesses to be made available by Vendor for AOL's use in accordance with Section
2 of the Agreement; provided that under no circumstances shall Additional
Simultaneous Accesses include (a) Finally Accepted Simultaneous Accesses, or (b)
Simultaneous Accesses and related Services which (i) have been ordered by AOL in
accordance with Section 1.2 of Exhibit E, (ii) have been delivered by Vendor in
accordance with Section 2 of Exhibit E, and (iii) have not yet received Final
Acceptance by AOL in accordance with Section 3 of Exhibit E.

"ADDITIONAL SERVICE AREAS" means any countries or areas, other than the Initial
Service Areas, requested from time to time by AOL in which Vendor offers or
provides (or is reasonably able to offer or provide) dial-up access services.

"AFFILIATE" means, with respect to any entity, any other entity Controlling,
Controlled by or under common Control with such entity. With respect to AOL, an
"Affiliate" also means any entity which operates or distributes, or is
authorized to operate or distribute, an AOL Information Service. "AOL" has the
meaning set forth in the preamble to this Agreement.

"AOL INFORMATION SERVICE" means an Interactive Service containing branding owned
or controlled by AOL or an AOL Affiliate, or using all or a portion of AOL's or
an AOL Affiliate's network or backend systems. "AOL PROVIDER" has the meaning
set forth in Section 1 of Exhibit F.

"BANDWIDTH REQUIREMENT" has the meaning set forth in Section 1.1 of Exhibit C.

"BREACHING PARTY" has the meaning set forth in Section 6.1 of the Agreement.

"CIC ENTITY" means an (i) an entity which has as a [**] an Interactive Service,
or (ii) [**] with one of AOL's primary lines of business (including, pending
merger approval, the primary lines of business of the merged AOL/Time Warner
entity), as such lines may evolve. Further, a CiC Entity shall not include [**]
unless (A) [**] or a [**] acquires Control of [**], (B) [**] acquires Control of
or a [**], or (C) some or all of the senior management of [**] and [**] are the
same individuals; provided that the same individual serving on the board of
directors of both [**] and [**] shall not be deemed to be covered by subpart (C)
of this definition. CiC Entity shall not include [**].

"CONFIDENTIAL INFORMATION" means any information, in any form, furnished or made
available directly or indirectly by one Party (the "DISCLOSING PARTY") to the
other (the "RECEIVING PARTY") relating to or disclosed in the course of the
negotiation or performance of this Agreement, that is, or should be reasonably
understood to be, confidential or proprietary to the Disclosing Party (including
the terms of this Agreement; data transmitted by means of the services (e.g.,
the content of AOL members' e-mail traffic); AOL usage statistics; all usage
data and reports collected by Vendor and all reports provided to AOL by Vendor;
calling patterns; invoices and any supporting information provided by Vendor or
AOL with respect to such invoices; information audited pursuant to Section 4 of
Exhibit F; AOL's customer and member information; automatic numbering
identification (ANI) data and information; the relations of the Disclosing Party
with its customers; employees and service providers; technical processes and
formulas; source codes, product designs, sales, cost and other unpublished
financial information; and product and business plans, projections and marketing
data). "Confidential Information" shall not include information (a) already
lawfully known to or independently developed by the receiving Party, (b)
disclosed in published materials, (c) generally known to the public, or (d)
lawfully obtained from any third party without an obligation of confidentiality.

"CONTROL" and its derivatives means, with regard to any entity, (a) the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, or (b) the legal or
record, beneficial, or equitable ownership, directly or indirectly, of more than
fifty percent (50%) of the capital stock (or other ownership interest, if not a
corporation) of such entity ordinarily having voting rights.

"DESIGNATED ADDITIONAL PORT AMOUNT" shall have the meaning set forth in Article
2 of the Agreement.



                                     CA-1
<PAGE>

"DIAL-UP ACCESS" is the facility and associated end-to-end,
managed services, however provided in terms of technology, for receiving analog
or ISDN in-bound calls from the public switched telephone network on demand and
converting those signals to digital form for transmission over digital networks,
where the end-user has initiated the call.

"DISCLOSING PARTY" has the meaning set forth in Article 7.

"EFFECTIVE DATE" has the meaning set forth in the preamble to the Agreement.

"FINAL ACCEPTANCE" has the meaning set forth in Section 3.4 of Exhibit E.

"FINALLY ACCEPTED SIMULTANEOUS ACCESSES" means Simultaneous Accesses and related
Services which (a) have been ordered by AOL in accordance with Section 1.2 of
Exhibit E, (b) have been delivered by Vendor in accordance with Section 2 of
Exhibit E, (c) have received Final Acceptance by AOL in accordance with Section
3 of Exhibit E, and (d) have not been cancelled by AOL in accordance with
Section 6 of Exhibit F.

"FORCE MAJEURE EVENT" has the meaning set forth in Section 10 of the Agreement.

"INCLUDE," "INCLUDES", and "INCLUDING", whether or not capitalized, mean
"include but are not limited to", "includes but is not limited to", and
"including but not limited to", respectively.

"INITIAL SERVICE AREA" means sectors 31, 32 and 34 of Region III, as defined in
the decree Nr. 2.534, of April 2nd., 1998.

"INTERACTIVE SERVICE" means one or more of the following Internet or online
services: (i) online or Internet connectivity services; (ii) an interactive site
or service featuring a broad selection of aggregated third party interactive
content (or navigation thereto) (e.g., an online service or search and directory
service) and/or marketing a broad selection of products and/or services across
multiple interactive commerce categories; (iii) a persistent desktop client; or
(iv) communications software capable of serving as the principal means through
which a user creates, sends or receives electronic mail or real time or
"instant" online messages (whether by telephone, computer, wireless or other
means).

"NON-BREACHING PARTY" has the meaning set forth in Section 6.1 of the Agreement.

"NON-COMPARABLE SERVICES" has the meaning set forth in Section 3.1 of Exhibit F.

"NONCONFORMITY" has the meaning set forth in Section 3.3 of Exhibit E.

"NORMALIZATION METHODOLOGY" has the meaning set forth in Section 5 of Exhibit F.

"OUT-OF-POCKET EXPENSES" means, verifiable and actual direct expenses incurred
by a Party (including direct network and operations costs), but excluding that
Party's overhead costs (or allocations thereof), administrative expenses or
other mark-ups and excluding expenses which could reasonably have been avoided
or which could reasonably be recouped by that Party.

"PEAK OF SIMULTANEOUS USERS". Vendor will provide the Vendor Managed Modem
Services on a [**], AOL's usage of the Vendor Managed Modem Services shall be
measured by reference to the [**] utilized by Vendor to provide such services in
each [**]. In order to calculate such quantity of ports, Vendor shall measure
the peak number of simultaneous AOL users in each [**]. The highest between the
resulting figure and [**] for such calendar month shall be deemed to be the
number of ports which are used by AOL in the month under consideration, and that
figure shall be used to calculate the monthly charges for the Vendor Managed
Modem Services, AOL's commitment to purchase Vendor Managed Modem Services and
Vendor's obligation to provide Vendor Managed Modem Services. In case the
resulting figure is higher than the [**], AOL may verify Vendor's calculation
of the peak user figures noted above. If the resultant figure calculated by AOL
is more than [**]% lower than the port figure calculated by Vendor above, AOL
and Vendor shall enter in good faith conversations to agree on the number of
simultaneous accesses exceeding the [**] that shall be paid by AOL in such
month. AOL shall have the option at any time and at its sole discretion, to
request Vendor to limit the maximum number of simultaneous sessions used to
provide the Vendor Managed Modem Services to a new maximum number of
simultaneous sessions, which will be higher or equal to the [**] for the current
month, and lower than [**]. Initially, the maximum number of simultaneous
sessions used to provide the Vendor Managed Modem Services shall be equal to the
[**] for the current month.

"SIMULTANEOUS ACCESS" means the capacity to offer Dial-Up Access to one (1)
incoming analog or ISDN in-bound call, plus signaling channels, which access is
(a) available solely to AOL and its designees, as applicable, and the end users
of AOL's and its designees' services, and (b) is not available to any other
Group.

"SIMULTANEOUS ACCESS INSTALL FEE" shall have the meaning set forth in Section 0
of Exhibit F.


                                      CA-2
<PAGE>

"PURCHASE COMMITMENT" has the meaning set forth in Section 1 of
Exhibit F.

"RECEIVING PARTY" has the meaning set forth in Article 7.

"REJECTION CRITERIA" has the meaning set forth in Section 3.2 of Exhibit E.

"SERVICE AREAS" shall mean the Initial Service Areas and the Additional Service
Areas.

"SERVICES" means (a) the services, functions and responsibilities of Vendor as
described in the Agreement (including Exhibits C and D) as such services,
functions and responsibilities may evolve during the Term and may be
supplemented and enhanced in accordance with the Agreement; and (b) any
services, functions or responsibilities not specifically described in the
Agreement that are required for the proper performance and provision of the
services described in part (a) of this definition.

"SERVICE LEVELS" has the meaning set forth in Article 4 of the Agreement.

"TDATA" means Telefonica DataCorp, S.A., Sociedad Unipersonal.

"TDATA-CONTROLLED AFFILIATE" means any entity Controlled by TData.

"TELEFONICA" means Telefonica S.A.

"TERM" has the meaning set forth in Article 1 of the Agreement.

"TRANSITION ASSISTANCE" has the meaning set forth in Section 6 of the Agreement.

"TRANSITION PERIOD" has the meaning set forth in Section 6 of the Agreement.

"VENDOR" has the meaning set forth in the preamble to this Agreement.




                                      CA-3
<PAGE>


                                    EXHIBIT B

SCOPE OF SERVICES

Vendor shall, in accordance with this Agreement, install and activate, and on an
end-to-end basis manage, maintain and operate, Simultaneous Accesses throughout
the Service Areas. Services provided hereunder shall include all associated
fully managed, end-to-end network service functions (including those functions
described in this Exhibit B).

1.       OPERATIONS


Vendor shall provision, staff, and operate a primary Network Operations Center
("NOC") with dedicated support for AOL in the Initial Service Area and a backup
NOC (without active management) at a separate location a reasonable distance
away from the primary NOC, different power company and a different local
telephone company than the dedicated AOL NOC. The scope of this task shall
include the following Vendor support Services for the network:

         1.1.     Operation of the NOC and co-located systems with trained and
                  qualified personnel on a continuous, 24 hours per day, 7 days
                  per week basis;

         1.2.     Performance of network surveillance and monitoring;

         1.3.     Operation of all NOC equipment, monitoring, and fault
                  isolation functions;

         1.4.     Coordination of the dispatch of maintenance representatives
                  for corrective maintenance activities and recording
                  information in a Problem Report ("PR"). Vendor's
                  responsibilities shall include:

                  1.4.1.   Initiation of a corrective maintenance request, plus
                           recording the time that the call is received by the
                           Vendor maintenance representative;

                  1.4.2.   Upon arrival of the maintenance representative at the
                           site, confirmation by the NOC of the reported
                           problems and recording the site arrival time with the
                           representative;

                  1.4.3.   Upon notification to the NOC by the on-site
                           maintenance representative of work stoppage, delay,
                           denial of access to the equipment, Vendor shall
                           confer with AOL representatives for advice or
                           assistance; and

                  1.4.4.   Upon restoration of Service by the maintenance
                           representative, the NOC shall confirm, with
                           assistance from the maintenance representative,
                           operation of the equipment and record the time when
                           Services are restored and the reason for the problem
                           outage;

         1.5.     Initiation of PRs, maintenance of a log of all PRs,
                  coordination of PRs with support personnel and tracking of
                  problems until resolution using a commercially available
                  trouble reporting software system;

         1.6.     Utilization of SNMP facilities, for reading only and Vendor
                  diagnostic software resident in the NOC for:

                  1.6.1.   Daily testing of Simultaneous Accesses and local
                           access numbers;

                  1.6.2.   Measurements of the usage of each Simultaneous Access
                           at the frequency or at the times requested by AOL;

                  1.6.3.   Monitoring and recording the backbone and trunk
                           availability and utilization; and

                  1.6.4.   Accounting for the disposition of each call placed to
                           AOL (e.g., how many calls were placed, how many calls
                           were sent successfully to AOL, how many calls were
                           lost in the network due to routing problems, how many
                           calls were sent to AOL but which were not accepted by
                           AOL, etc.);




                                      B-1
<PAGE>

         1.7 .    Providing on-site analyst support Monday through Friday
                  (excluding holidays) during normal working hours. A dedicated
                  access number shall be maintained for AOL's exclusive use,
                  which shall always be operational. Analyst support shall
                  include the following:

                  1.7.1.   Supporting short-term and long-term problem
                           identification, analysis, and resolution;

                  1.7.2.   Ensuring that proper steps are taken to resolve the
                           problem;

                  1.7.3.   Identifying and tracking all software, baseline and
                           patches, deployed in the Vendor network and NOC
                           platforms;

                  1.7.4.   Supporting the deployment of new software to the
                           Vendor Network, AOL and NOC equipment as coordinated
                           with AOL;

                  1.7.5.   Providing support to network provisioning
                           requirements; and

                  1.7.6.   Maintaining a technical library for the NOC.

         1.8.     Performing on-call analyst support of the Vendor Network on a
                  continuous 24 hour per day, 7 days per week basis. Vendor
                  agrees to provide AOL with a toll-free number available 24
                  hours per day, 7 days per week, to report problems relating to
                  network integrity. On-call analyst personnel shall respond to
                  urgent requests from the NOC in conjunction with the on-site
                  Vendor personnel. Procedures for the conduct of network
                  testing are in accordance with those developed in conjunction
                  with AOL representatives. Vendor shall provide an escalation
                  list for AOL containing pager numbers, cell phones and other
                  necessary contact information of relevant and appropriate
                  Vendor personnel (including Vendor executives) for emergency
                  response should the Vendor NOC fail to respond with adequate
                  information regarding a major Service outage within the first
                  half hour of such an outage. Vendor shall update the list
                  periodically as necessary or upon AOL's request.

         1.9.     Providing operational support to AOL in the area of network
                  testing in association with provisioning actions. Such testing
                  shall be conducted from the NOC in conjunction with the
                  on-site Vendor installation team personnel;

         1.10.    Maintaining and providing updates and changes to NOC maps;

         1.11.    Maintaining an authorized outage listing for NOC controller
                  use;

         1.12.    Acting as AOL's agent in network security matters on a
                  day-to-day basis as directed by AOL in accordance with
                  commercially reasonable practices, and making recommendations
                  for improvements;

         1.13.    Using commercial teleconferencing facilities in the resolution
                  of network problems, escalation of problems, and planning
                  activities;

         1.14.    Providing electronic mail service support for the NOC via the
                  e-mail/DNS capabilities;

         1.15.    Providing a facsimile service resident in the NOC equipment;

         1.16.    Delivering the following reports to AOL-designated
                  representatives (or by email if requested by AOL), whenever
                  requested:

                  1.16.1.  Usage Reports

                  1.16.2.  [**] on [**] by Port by [**]

                  1.16.3.  [**] on [**] of [**]

                  1.16.4.  [**] on [**] and [**], including [**];

                  1.16.5.  [**] by AOL to [**];




                                      B-2
<PAGE>

                  1.16.6.  [**] and [**];

                  1.16.7.  [**] reports;

                  1.16.8.  [**] of the amount of [**] required to
                           [**];

                  1.16.9.  [**] report;

                  1.16.10. [**] statistics;

                  1.16.11. [**] and [**] statistics;

                  1.16.12. [**] as required to [**] client and AOL
                           network [**];

                  1.16.13. [**] Port [**] across all [**] and [**]
                           [**] (reporting provided [**] by Vendor within [**]
                           days of the Effective Date); provided that such
                           report shall comply with the [**] standard;

                  1.16.14. [**] Port [**] (reported [**]); provided that such
                           report shall comply with the [**] standard; and

                  1.16.15. [**] hours used on Vendor's network, broken down by
                           [**] (reporting provided daily by Vendor within [**]
                           days of the Effective Date);


                  1.16.16  AOL may request additional reports, and Vendor shall
                           provide these additional reports, or the raw data,
                           subject to technical reasonableness.

         1.17     Vendor shall aggregate routing information sent to AOL and
                  shall control the addition and withdrawal of routing
                  information. Vendor shall announce AOL routing information at
                  Vendor interchange points as required by AOL.

2.       NETWORK ENGINEERING.

         2.1.     Vendor agrees to provide network engineering to address
                  operational and long-term planning issues.

         2.2.     Vendor shall continue to improve the network design in order
                  to reduce risks to AOL, improve robustness, and enhance the
                  price/performance of the transmission system. AOL shall be
                  permitted to establish a route of last resort on the network.

         2.3.     Vendor shall maintain the facilities, equipment and software
                  used to provide the Services so that they operate in
                  accordance with their specifications (e.g., applicable vendor
                  support release information), including (a) maintaining
                  equipment in good operating condition, (b) undertaking repairs
                  and preventive maintenance on equipment, including at a
                  minimum in accordance with the applicable equipment
                  manufacturer's recommendations, and (c) performing software
                  maintenance, including at a minimum in accordance with the
                  applicable software documentation and software vendor's
                  recommendations.

         2.4.     Vendor agrees not to restrict traffic to and from AOL unless
                  requested to do so by AOL or required to do so by court order
                  or applicable law. Before restricting traffic as permitted
                  under this Section, Vendor shall provide AOL with reasonable
                  prior written notice of the timing, duration, scope and
                  reasons for such restriction.

         2.5.     Vendor shall manage the backbone and interconnection points
                  with other Internet providers and customers to minimize loss
                  and delay of AOL traffic. Such management shall include
                  creation of new interconnection points as required.

         2.6.     Vendor shall provide the Services via POPs whose geographical
                  distribution and location has been agreed with AOL in advance
                  and which, at a minimum, are dispersed according to the
                  geographical distribution of the population in each particular
                  territory.



                                      B-3
<PAGE>

3.       NETWORK SUPPORT ORGANIZATION


Vendor shall structure the provision of Services in a manner that shall enable
Vendor to rapidly build out its networks and deliver quality Services.

         3.1.     ENGINEERING: Vendor shall maintain a network engineering group
                  that shall handle the technical aspects of the Services,
                  resolution of problems escalated by the NOC, planning for
                  future network expansion, and improvement of performance and
                  process. Such engineering group shall interact directly with
                  AOL and the NOC.

         3.2.     DEPLOYMENT: Vendor shall maintain a deployment team consisting
                  of field engineers and technicians, as well as others who have
                  experience dealing directly with telcos, preparing sites, and
                  installing equipment. Part of this team shall be based at
                  Vendor's facilities to coordinate activities and provide
                  support for installers.

         3.3.     OPERATIONS: Vendor's NOC shall handle the operation and
                  maintenance of the Vendor Network. The NOC shall be connected
                  to AOL's central facilities, including a direct telephone link
                  to the AOL operations center. The NOC's monitoring capability
                  shall be set up to detect and correct most network problems
                  before they are visible to AOL or its customers. The NOC shall
                  direct maintenance activities based on input from the
                  monitoring systems and AOL. Vendor shall handle a large
                  majority of repair tasks over the telephone with technicians
                  at the POPs by storing Dial-Up Access subsystems at the POPs,
                  establishing working agreements with the POPs and other
                  service providers, and by providing written procedures. When
                  it is necessary to send technicians to deal with problems,
                  Vendor shall use its existing infrastructure of satellite
                  offices and field engineers.

4.       MISCELLANEOUS SERVICES

         4.1.     Vendor shall provide, [**], a unique set of source IP
                  addresses such that [**] [**] can be identified through such
                  source IP addresses. AOL shall be provided the source IP
                  addresses at least [**] weeks prior to use by Vendor to
                  provide the Services.

         4.2.     Vendor shall acquire and manage IP addresses for all protocols
                  to be supported by Vendor under this Agreement and as
                  otherwise necessary for Vendor to fulfill its obligations to
                  AOL under this Agreement. Without limiting the generality of
                  the foregoing, for each session of an end user of the
                  Services, Vendor shall dynamically assign a unique IP address
                  to such session.

         4.3.     Vendor shall provide DNS services contained in its network,
                  including the following:

                  4.3.1.   provision of DNS for AOL;

                  4.3.2.   resolution of DNS queries to AOL destinations;

                  4.3.3.   support of DNS for AOL domain and any zones resident
                           on AOL name servers; and

                  4.3.4.   maintenance of domain name service servers.


5.       TELEPHONE NUMBERS

         5.1      Vendor will reserve agreed dedicated number ranges, for the
                  sole use of AOL, in each city in services are provided. Such
                  number ranges will comprise a specific access code reasonably
                  requested by AOL, with exclusive numbers to be added
                  thereafter which shall be provided solely to AOL.

         5.2      As among the parties, to the extent that Vendor is permitted
                  to take such action under the relevant regulatory regime, it
                  is technically possible, and after previous commercial
                  negotiation AOL shall own the telephone numbers to each of the
                  dial-up points of presence, and Vendor shall not provide such
                  telephone numbers to any third party without written
                  permission from AOL.



                                      B-4
<PAGE>

         5.3      In the event of any termination or expiration of this
                  Agreement, or upon the decommissioning of Services hereunder,
                  to the extent that Vendor is permitted to take such action
                  under the relevant regulatory regime, it is technically
                  possible and after previous negotiation, then upon AOL's
                  request, Vendor will transfer, to AOL or its designee,
                  ownership of the telephone numbers in the network
                  corresponding to the affected Services.

         5.4      If a particular telephone number becomes unavailable through a
                  Force Majeure Event, Vendor shall use all commercially
                  reasonable efforts to make alternative arrangements (through
                  re-routing or other techniques and subject to the availability
                  of the necessary technology) that permit AOL subscribers to
                  continue to use the original telephone number.

         5.5      Any changes with respect to telephone numbers used to provide
                  the Managed Modem- Services shall require prior written
                  notification to AOL. Vendor shall not make any changes to the
                  telephone numbers used for the Managed Modem Services provided
                  to AOL unless it is required by regulation or technically
                  necessary.

         5.6      Whenever it is allowed under the relevant regulatory regime
                  and it is technically possible, Vendor will provide AOL with a
                  unique nationwide number, that will be owned by AOL.



                                      B-5
<PAGE>


                                    EXHIBIT C

SPECIFICATIONS

1.       SPECIFICATIONS


Services provided hereunder shall fully conform with the following
specifications:

         1.1.     Vendor shall provision end-to-end backhaul capacity (i.e.,
                  from the Simultaneous Access to the AOL dial termination
                  facility) such that available bandwidth for the Services is no
                  less than [**] bps per Simultaneous Access, (with no more
                  than [**]% utilization), as such available bandwidth may be
                  adjusted in accordance with the terms of this Agreement.

         1.2.     The Services shall fully support and be in conformance with
                  AOL's access methods, access technology, hub architecture, and
                  other access methods that may become available to AOL from
                  time to time. Access methods shall include:

                  1.2.1.   the proprietary AOL P3 protocol -- a proprietary AOL
                           character-oriented protocol using TCP clear or raw
                           mode telnet. The NAS using a common user id and
                           password for each session;

                  1.2.2.   PPP-- standard point to point protocol based on RFC
                           1661. Vendor provides a unique routable IP address
                           for each session from a pool of IP addresses
                           dedicated to AOL. A common authentication is used for
                           each session;

                  1.2.3.   TCP/IP;

                  1.2.4.   UDP;

                  1.2.5.   ADSL;

                  1.2.6.   1-way cable

                  1.2.7.   L2TP -- Layer 2 tunneling protocol, based on RFC 2661
                           using a common realm string to route traffic to AOL.
                           AOL assigns the routable IP address;

                  1.2.8.   V.110;

                  1.2.9.   ISDN synchronous and ISDN asynchronous shall be
                           available to AOL as soon as technically supported by
                           Vendor, under commercial terms to be agreed upon by
                           the Parties;

                  1.2.10.  Routing to a point of physical interconnect with
                           AOL's facilities at an AOL-designated meet point for
                           each Service Area at which Dial-Up Access traffic
                           shall be exchanged by the Parties (each such point a
                           "Meet Point"). The Meet Point for the Initial Service
                           Area is the AOL facility at Embratel Morumbi, Sao
                           Paulo. AOL may propose additional Meet Points
                           hereunder, which Vendor shall supplyat no additional
                           charge to AOL (1) if Vendor or a Vendor Affiliate can
                           provision the backhaul capacity on its own
                           infrastructure, or (2) to the extent that Vendor or a
                           Vendor Affiliate cannot provision such backhaul
                           capacity on its own infrastructure, if the cost of
                           routing to such other Meet Points does not materially
                           exceed the cost of routing the equivalent traffic to
                           the then-current Meet Point for such Service Area.
                           For routing to any such additional Country Meet
                           Point, Vendor and AOL shall agree on how IP routing
                           is implemented and on the technology and protocols to
                           be used at each Meet Point. At a minimum, Vendor
                           shall provide redundant paths from its backbone to
                           the Meet Point in order to eliminate single points of
                           failure on the Vendor backbone.




                                      C-1
<PAGE>

                  1.3.     AOL may request changes beyond that described in
                           Section 1.2 of this Section to provisioned bandwidth,
                           AOL access methods, access technology, and hub
                           architecture. Vendor shall use commercially
                           reasonable efforts to implement such changes.

                  1.4.     Vendor, in its network design and topology, shall
                           comply with IETF approved and adopted standards
                           applicable to the access methods described in
                           Subsection 1.2 of this Section.

                  1.5.     Vendor agrees that, at no additional charge to AOL,
                           all Simultaneous Accesses provided hereunder shall
                           continue to support the V.90 protocol, and within
                           commercially reasonable timeframes, all successors,
                           upgrades and enhancements to such protocol.

2.       TECHNOLOGY


2.1 The Parties shall mutually agree upon the technology and vendor of choice
for the Simultaneous Accesses and related equipment used for the Services.
Vendor will provide AOL with at least [**] days' prior written notice of any
changes with respect to the Simultaneous Accesses component providers or any
dial-access router provided hereunder for Services prior to implementing such
changes. Vendor may not implement any such changes without prior written
approval from AOL. In the event of a platform change as permitted under this
Section, Vendor shall not simultaneously utilize different access platforms for
any given telephone number. Vendor agrees to use all commercially reasonable
efforts to implement, at no additional charge to AOL, any new technology
(including any hardware or software upgrades) (a) within [**] months of such
technology becoming a reasonably-accepted industry standard in one or more
Service Areas, and (b) on an expedited basis if requested by AOL; provided,
however, that if Vendor is unable to implement any material new technology
requested by AOL, despite using such reasonable efforts within a commercially
reasonable period of time, then, notwithstanding anything herein to the
contrary, AOL may, cancel upon [**] days' prior notice to Vendor any or all
Dial-Up Access Services provided by Vendor without penalty or liability. If
Vendor has implemented a new technology solely as a result of AOL's request, and
such new technology has not been introduced by Vendor as a result of Vendor's
obligation under subpart (a) of the preceding sentence to implement new
technology within [**]' of such technology becoming a reasonably-accepted
industry standard in one or more Service Areas, then if there are [**]
associated with such new technology implementation, [**] among all
beneficiaries. In case AOL is the only beneficiary, then [**] will be
responsible for [**]. Reimbursement of such costs will not result in reduction
or exemption of monthly charges related to the provisioning of services using
such new technology.

3.       ARCHITECTURAL INDEPENDENCE


3.1 In the event that Vendor determines that another carrier's offerings
represent a superior value, or other factors which may make another carrier's
offerings preferable, Vendor may utilize a carrier other than its current
carrier for the network or any portion thereof; provided, however, that such
utilization does not adversely affect the Services provided hereunder. Vendor
shall provide the Services in a manner that is consistent with AOL's goal of
achieving architectural independence (i) among its service providers, and (ii)
for any service provider, between or among the networks of such provider if such
provider uses more than one network to provide services, each in order to
minimize the possibility that a single failure could impact more than one AOL
service provider (or more than one network of a single service provider, as
applicable). Vendor shall solicit AOL's input prior to the use of a carrier
other than its current carrier to the extent permitted under this Article.
Without limiting Vendor's obligations as described above in this Section 7,
Vendor shall design and engineer the network used to provide Services to AOL
under this Agreement such that there shall be no single point of failure in such
network that may result in a material adverse effect upon the Services. Vendor,
in its network design and topology, shall comply with IETF approved and adopted
standards applicable to access methods described in this Exhibit.





                                      C-2
<PAGE>


                                    EXHIBIT D

SERVICE LEVELS

Vendor shall meet or exceed the global AOLnet average with [**] for each of the
areas below:

Despite the foregoing, the percentage of abnormal disconnects shall be, at all
times, lower than [**]% ([**] percent).

1. AOLnet Averages

1.1.     CONNECTION SUCCESS (GETTING CONNECTED TO THE AOL SERVICE)

         1.1.1.   War Dialer Percentages (excluding busies) (reporting provided
                  daily by AOL)

         1.1.2.   Call Blocking (reporting provided daily by AOL)

         1.1.3.   Training (reporting provided daily by Vendor within [**] days
                  of the Effective Date)

         1.1.4.   Ineffective (reporting provided daily by Vendor within [**]
                  days of the Effective Date)

         1.1.5.   AOL Member-Reported Problems (reporting provided weekly by
                  AOL)

1.2.     CONNECTION QUALITY (STAYING CONNECTED)

         1.2.1.   Percentage of Abnormal Disconnects (reporting provided daily
                  by AOL)

         1.2.2.   Packet Loss (reporting provided daily by AOL)

         1.2.3.   Latency (reporting provided when available by AOL)

1.3.     PROBLEM RESOLUTION

         1.3.1.   Simultaneous Access Availability (reporting provided monthly
                  by AOL)

         1.3.2.   Trouble Tickets (reporting provided monthly by AOL)

         1.3.3.   Service Down Time (reporting provided monthly by AOL)

1.4.     ABILITY TO SATISFY PROVISIONING REQUIREMENTS

         1.4.1.   Simultaneous Access Plan (including detailed installation
                  plans within two weeks of each Simultaneous Access order)

         1.4.2.   Backbone and Backhaul Capacity Plan (reporting provided daily
                  by Vendor pursuant to the corresponding Section of Exhibit B)


2. OTHER

2.1 BUSIES. Vendor shall ensure Simultaneous Access Availability for a maximum
number of simultaneous users equal to the sum of (a) the then-current number of
Finally Accepted Simultaneous Accesses, and (b) the then-applicable Designated
Additional Simultaneous Access Amount. "SIMULTANEOUS ACCESS AVAILABILITY" means
that no AOL end-user attempting to access and use an AOL Information Service
through Vendor's Services receives a busy signal up to the indicated maximum
number of simultaneous users.

2.2 SERVICE OUTAGES. Without limiting the foregoing, Vendor shall ensure that
the Services in each city are available for [**]% of each calendar month,
calculated for each city in which Vendor provides services to AOL, excluding
PSTN.



                                      D-1
<PAGE>


3.       PENALTIES

         3.1      If Vendor fails to meet any of the service levels described
                  above in any particular month after [**] months of the
                  Effective Date, then:


                  3.1.1    Vendor shall indemnify AOL for damages incurred
                           due to failure by Vendor to meet the service level.
                           Notwithstanding any other provisions of this
                           agreement, Vendor shall not be responsible for any
                           indirect or consequential damages or claims arising
                           from any failure, interruption, or malfunction of
                           AOL's technology, or for any loss of profits,
                           incidental or consequential damages or personal
                           injury to any third party, caused by AOL or its
                           employees, representatives, agents or subcontractors;
                           and

                  3.1.2    IF Vendor does not cure the failure over the
                           course of the following [**] months after
                           identification of the failure to meet the service
                           levels, such that the particular service level is
                           satisfied when taken as an average over the [**]
                           month period (including the month in which the
                           service level was missed), then AOL may, at its sole
                           option, claim a pro-rata credit for each [**] (or
                           [**]) during which busies or service outages
                           occurred, according to the following formula:

                           D = 1*N*MV/1440

                           Where:

                           D = value of the discount

                           N = number of [**] minute periods of interruption
                           and/or busy signal. After the first [**] minute
                           period of interruption and/or busy signal, the last
                           fraction of the interruption period and/or busy
                           signal shall be considered as a [**] minute
                           interruption period and/or busy signal.

                           MV = value to be paid by the service.

         3.2      If Vendor does not cure the failure over the course of the
                  following [**] months after identification of the failure to
                  meet the service levels, such that the particular service
                  level is satisfied when taken as an average over the [**]
                  month period (including the month in which the service level
                  was missed), then AOL may, at its sole option either (a)
                  terminate the definitive agreement for cause; or (b) terminate
                  the AOL Purchase Commitment in its entirety.




                                      D-2
<PAGE>


                                    EXHIBIT E

PROVISIONING AND ACCEPTANCE


1.       DEDICATED DIAL-UP ACCESS SERVICE PROVISIONING AND IMPLEMENTATION


         1.1.     PROVISIONING COMMITMENT. Vendor shall be required to make
                  available, for ordering by AOL, up to the number of
                  Simultaneous Accesses in the Initial Services Area, with
                  delivery dates no earlier than the corresponding earliest
                  delivery dates, as set forth in Exhibit E-2 hereto, so long as
                  AOL orders such Simultaneous Accesses with sufficient prior
                  notice as indicated in such exhibit (such earliest delivery
                  schedule and maximum number of Simultaneous Accesses, the
                  "PROVISIONING COMMITMENT").


         1.2.     ORDER PLACEMENT.


                  1.2.1    GENERALLY. To order Services, AOL shall submit to
                           Vendor an order for Services setting forth:

                           1.2.1.1  The total number of Simultaneous Accesses
                                    that must be installed for each Service
                                    Area;

                           1.2.1.2  The requested delivery date(s) for such
                                    Simultaneous Accesses, and

                           1.2.1.3  The requested delivery location in each
                                    Service Area of each such Simultaneous
                                    Access;

                                    (such information for each order described
                                    in Subsections 1.2.1.1, 1.2.1.2 and 1.2.1.3
                                    of this Section, the "Delivery Criteria").
                                    Each order shall be clearly marked as such,
                                    and shall be delivered by AOL via electronic
                                    mail to such individuals designated in
                                    writing from time to time by Vendor. An
                                    e-mailed order shall be valid only if it is
                                    submittedby the Senior Vice President of
                                    Global Access Networks, the Director for
                                    AOLnet Capacity Planning, or a designee of
                                    either. Unless the Parties otherwise agree,
                                    Customer's orders for Simultaneous Accesses
                                    in a particular city shall be in increments
                                    of [**] ([**]).

                  1.2.2    INITIAL ORDER; SUPPLEMENTAL ORDERS; OTHER ORDERS. AOL
                           hereby orders Simultaneous Accesses for delivery in
                           the Initial Service Area in accordance with the
                           Delivery Criteria set forth in Exhibit E-1 attached
                           hereto (such order the "Initial Order"). Any order
                           for Simultaneous Accesses corresponding to the
                           Provisioning Commitment (other than the Initial
                           Order) shall constitute a "Supplemental Order." Any
                           orders for Simultaneous Accesses which are neither an
                           Initial Order or a Supplemental Order shall
                           constitute an "Other Order."


         1.3.     VENDOR ACCEPTANCE OF ORDERS.

                  1.3.1    SUPPLEMENTAL ORDERS. Within [**] ([**]) days after
                           receipt of a Supplemental Order from AOL, Vendor
                           shall notify AOL of its acceptance of such order.
                           Vendor shall not reject any Supplemental Order.

                  1.3.2    OTHER ORDERS. Within [**] ([**]) days after receipt
                           of an Other Order from AOL, Vendor shall notify AOL
                           of its acceptance or rejection of such order. If
                           Vendor fails to provide AOL with an acceptance notice
                           within such ten-day period, then such order shall be
                           deemed accepted by Vendor as of the last day of such
                           ten-day period.

                  1.3.3    WRONGFUL REJECTION OF ORDERS. To the extent that
                           Vendor wrongfully rejects an order (or portion
                           thereof), the Purchase Commitment shall be reduced by
                           the number of Simultaneous Accesses corresponding to
                           the order(s) rejected by Vendor.

         1.4      CANCELLATION OR MODIFICATION OF ORDERS.

                  1.4.1    Before acceptance or rejection of any order by
                           Vendor, AOL may rescind or modify, in whole or in
                           part in its sole discretion, such order. AOL shall
                           have no liability to Vendor for an order cancelled
                           pursuant to this Subsection 1.4.1.

                  1.4.2    After acceptance of an order by Vendor, AOL may
                           cancel or modify such order in whole or in part at
                           any time before the delivery date; provided that AOL
                           shall reimburse Vendor any incremental Out-of-Pocket
                           Expenses actually incurred as a result of such
                           cancellation or modification. AOL shall have no
                           liability to Vendor for an order cancelled pursuant
                           to this Subsection 1.4.2 other than payment to Vendor
                           of such Out-of-Pocket Expenses.


                                      E-1
<PAGE>
2.       DELIVERY

         2.1.     DELIVERY OBLIGATIONS. Vendor shall deliver Simultaneous
                  Accesses corresponding to an order that is accepted or deemed
                  accepted by Vendor (any such order, an "ACCEPTED ORDER") in
                  accordance with the applicable Delivery Criteria and the terms
                  of this Agreement. Vendor shall deliver such Simultaneous
                  Accesses ratably during the [**]-day period preceding the
                  requested delivery date specified by AOL in such Accepted
                  Order; provided, however, that, with respect to an Accepted
                  Order that is an Other Order, to the extent that such delivery
                  date is less than [**] ([**]) days from Vendor's acceptance or
                  deemed acceptance of the applicable Other Order, Vendor shall
                  be obligated to deliver such Simultaneous Accesses no later
                  than (a) [**] ([**]) days following Vendor's acceptance or
                  deemed acceptance of such Other Order or (b) the shortest
                  period within which Vendor's wholesale provider is required by
                  regulation, agreement or otherwise to deliver capacity to
                  Vendor (the "SHORTEST PERIOD") (whichever is earlier). To the
                  extent Vendor is able to deliver any Simultaneous Access prior
                  to its designated delivery date (e.g., if Vendor's wholesale
                  provider is required by regulation to shorten its delivery
                  dates or if a Vendor customer terminates services or orders
                  and frees up capacity), then Vendor will notify AOL and at
                  AOL's request, the delivery date (and the order notice date,
                  as applicable) for such Simultaneous Access will be shortened.
                  Delivery dates for Additional Service Areas will be agreed by
                  the Parties, subject to the Shortest Period for such area,
                  following AOL's request to Vendor to provide Services in such
                  area.

         2.2.     FAILURE TO DELIVER. If Vendor fails to deliver Simultaneous
                  Accesses corresponding to an Accepted Order by the designated
                  delivery date (for causes other than a Force Majeure Event),
                  then, in addition to AOL's other rights and remedies, (a) AOL
                  may elect to reduce the Purchase Commitment (or if such
                  commitment is already fulfilled, any then-unfulfilled order)
                  by the number of undelivered Simultaneous Accesses and (b) AOL
                  may also elect to cancel, at no cost or liability to AOL, the
                  unfilled portion of the order for such Simultaneous Accesses.
                  If non-delivery of any Simultaneous Accesses persists more
                  than [**] ([**]) days after a designated delivery date, Vendor
                  will provide AOL with (i) a one-time credit equal to [**]
                  percent ([**]%) of [**] ([**]) days of Simultaneous Access
                  charges for such Simultaneous Accesses, and (ii) thereafter,
                  an ongoing daily credit equal to [**] percent ([**]%) of the
                  pro-rated daily Simultaneous Access charges that would have
                  applied to such Simultaneous Accesses, which credit will cease
                  when such Simultaneous Accesses are delivered. If non-delivery
                  of any Simultaneous Accesses exceeds [**] percent ([**]%) of
                  any order and persists more than [**] ([**]) days after a
                  designated delivery date, then, in addition to AOL's other
                  rights and remedies, AOL may, at no cost or liability to AOL,
                  terminate the Agreement upon written notice to Vendor. Vendor
                  shall remain obligated to perform its obligations hereunder
                  notwithstanding the remedies available to AOL under this
                  Section. 2.3

         2.3      CALCULATION OF DELIVERY DATE. Upon delivery of any
                  Simultaneous Access (but no sooner than such delivery), Vendor
                  shall provide to AOL notification of such delivery by e-mail
                  to the Senior Vice President of Global Access Networks, the
                  Director for AOLnet Capacity Planning, or a designee of
                  either. For the purposes of this Agreement, delivery of any
                  Simultaneous Access shall be deemed made upon AOL's receipt of
                  such e-mail from Vendor. Notwithstanding the deemed delivery
                  date described in this Section 0, if any Simultaneous Access
                  delivered during a calendar month does not receive Final
                  Acceptance prior to the 15th day of the next calendar month,
                  then such Simultaneous Access shall be deemed not to have been
                  delivered during the first calendar month but, instead, shall
                  be deemed to have been delivered in the month in which such
                  Simultaneous Access does receive Final Acceptance.


3        ACCEPTANCE


         3.1      ACCEPTANCE TESTING. AOL shall have a period of no longer than
                  [**] ([**]) business days after delivery of a Simultaneous
                  Access or related Service (the "ACCEPTANCE TEST PERIOD")
                  within which to test such Simultaneous Access or related
                  Service (which tests may include using the Simultaneous Access
                  for "live traffic"). AOL may test Simultaneous Access or
                  related Service by any method AOL deems appropriate in order
                  to determine whether such Simultaneous Access meet or exceed
                  any of the Rejection Criteria.


         3.2      REJECTION CRITERIA. AOL shall have the option of rejecting a
                  Simultaneous Access if any one or more of the following
                  performance thresholds are met or exceeded (such thresholds
                  collectively the "REJECTION CRITERIA"):


                                      E-2
<PAGE>
                  3.2.1    greater than [**]% of user sessions terminate without
                           a user-initiated logoff sequence;

                  3.2.2    greater than [**]% of user calls fail to
                           connect (data demonstrating compliance with this
                           criterion shall be provided by Vendor on a daily
                           basis, and notwithstanding the foregoing, the
                           Acceptance Test Period shall be extended one business
                           day for each day that AOL does not receive such data
                           commencing with a Simultaneous Access activation or
                           move, as applicable); and

                  3.2.3    greater than [**]% of user calls which
                           successfully connect to the Simultaneous Access fail
                           to connect to the AOL front end.


         3.3.     REJECTION. If a Simultaneous Access meets or exceeds any of
                  the Rejection Criteria (each such failure a "NONCONFORMITY"),
                  AOL shall notify Vendor within the Acceptance Test Period (by
                  electronic mail), specifying the nature of the failure in
                  reasonable detail. Vendor shall remove rejected Simultaneous
                  Access from service pending further troubleshooting and
                  corrective action. At no additional charge to AOL, Vendor
                  shall repair, replace or otherwise correct the Nonconformity
                  (and any other problems of which it has knowledge) as soon as
                  reasonably practicable after receiving notice from AOL so that
                  the Simultaneous Accesses do not meet or exceed the Rejection
                  Criteria. Upon completion of such efforts and Vendor's
                  re-release of a Simultaneous Access to AOL, AOL shall have an
                  additional Acceptance Test Period to retest the re-delivered
                  Simultaneous Access to determine whether any previously
                  reported Nonconformities have been corrected and if such
                  Simultaneous Access otherwise then does not meet or exceed any
                  of the Rejection Criteria. This process shall be repeated as
                  necessary until all Nonconformities are corrected and such
                  Simultaneous Access do not meet or exceed the Rejection
                  Criteria. Notwithstanding the foregoing, if after [**] ([**])
                  attempts for curing a Nonconformity, Vendor has not delivered
                  a Simultaneous Access that does not meet or exceed the
                  applicable Rejection Criteria, then AOL may (a) cancel, in
                  whole or in part, at no cost or liability to AOL the portion
                  of the corresponding order that does not conform as of a date
                  specified in a written notice of cancellation issued by AOL,
                  and (b) cancel, in whole or in part, at no cost or liability
                  to AOL the unfilled portion of the corresponding order as of a
                  date specified in a written notice of cancellation issued by
                  AOL. AOL shall have no payment obligations to Vendor with
                  respect to any cancelled portion of an order.

         3.4.     FINAL ACCEPTANCE. Simultaneous Accesses ordered by AOL shall
                  be deemed to be accepted (such acceptance the "FINAL
                  ACCEPTANCE") only upon the earlier of: (i) receipt by Vendor
                  of written notice by AOL certifying that such Simultaneous
                  Accesses do not meet or exceed the applicable Rejection
                  Criteria; or (ii) the expiration of the Acceptance Test Period
                  for such Simultaneous Accesses without notice of rejection by
                  AOL. Notwithstanding anything to the contrary herein, Final
                  Acceptance of Simultaneous Accesses shall only occur in
                  accordance with the terms of this Section 0.

4.       MOVE OF CAPACITY

         4.1      In addition to AOL's rights to cancel Simultaneous Accesses
                  and related Services pursuant to Section 0 of Exhibit F,
                  Vendor shall de-install Simultaneous Access capacity from one
                  site and install such capacity at another site no later than
                  [**] ([**]) days (subject to the Shortest Period) following
                  AOL's request. If Vendor fails to comply, without limiting any
                  of AOL's other rights or remedies, AOL may elect to cease
                  making any further payments with respect to the Simultaneous
                  Accesses that have not been de-installed and relocated, and,
                  in such event, Vendor may cancel such Simultaneous Accesses.
                  Vendor shall not be required to de-install and relocate at
                  each calendar quarter more than [**] percent ([**]) of the
                  total Simultaneous Accesses installed at the beginning of such
                  quarter.

5        ADDITIONAL CAPACITY


         5.1      If Vendor is able to provide, or may reasonably obtain,
                  Services or Simultaneous Accesses in addition to those ordered
                  by AOL ("ADDITIONAL CAPACITY"), then Vendor shall promptly
                  notify AOL and, before Vendor uses such Additional Capacity or
                  offers such Additional Capacity to any of its customers,
                  Vendor shall offer to provide AOL with such Additional
                  Capacity at the pricing and other terms of this Agreement, and
                  (b) and if AOL has not ordered such Additional Capacity within
                  [**] ([**]) days following Vendor's notice, Vendor may offer
                  it to other customers. To the extent AOL submits an order for
                  such Additional Capacity pursuant to this Section and Section
                  1.2 of this Exhibit E, Vendor shall be obligated to accept
                  such order.



                                      E-3
<PAGE>
6.       NEW SERVICES


         6.1      If Vendor is able to offer any new services that would permit
                  AOL to provide services to its customers in a manner similar
                  to that utilized in conjunction with AOL's use of the
                  Services, but (a) at a lower overall cost to AOL, or (b) at
                  the same cost to AOL but with increased or enhanced capacity,
                  features or functionality relative to the Services (each of
                  (a) and (b), a "NEW SERVICE"), then (i) Vendor shall promptly
                  notify AOL and, before Vendor uses such New Service or offers
                  such New Service to any of its customers, Vendor shall offer
                  to provide such New Service to AOL at such lower or same cost
                  to AOL; and (ii) Vendor shall permit AOL to transition all or
                  a portion of the Services, at AOL's discretion but only to the
                  extent that Vendor is able to make such New Service available
                  to AOL, to such New Service at no additional charge and AOL
                  will reimburse Vendor for Vendor's incremental Out-of-Pocket
                  Expenses actually incurred as a result of such transition;
                  provided that such expenses are distributed equitably among
                  Vendor's customers utilizing such New Service.

7.       RESALE RESTRICTIONS

         7.1      AOL agrees that it shall not resell a Service purchased from
                  [**] or a [**] to a customer. For the avoidance of doubt,
                  AOL's provision of a Service purchased from [**] or a [**] to
                  a customer, which Service is ancillary to, or bundled with,
                  some other product or service provided to such customer, shall
                  not be considered to be reselling such Service.



8.       SCOPE OF USE AND PROVISIONING

         8.1      Services provided under this Agreement may be utilized for any
                  lawful purpose, including in connection with any service or
                  product offering made available by AOL, its Affiliates,
                  partners or designees, providing access to an AOL information
                  service, providing the delivery of Internet access, and
                  providing subscriber-related services to end-users.


         8.2      Vendor agrees to provide the Services on a priority
                  provisioning basis to AOL, its partners, Affiliates and
                  designees; provided, however, that (i) Services provided to
                  such entities pursuant to this Agreement shall be deemed to be
                  Services provided to AOL, (ii) AOL shall remain the single
                  point-of-contact with Vendor, and (iii) AOL shall remain
                  obligated to perform and comply with all obligations under the
                  Agreement including payment obligations with respect to any
                  Services provided by Vendor to such entities pursuant to this
                  Agreement.






                                      E-4
<PAGE>

                                    EXHIBIT F

PURCHASE COMMITMENT, PRICING AND CANCELING OF SERVICES

1.       PURCHASE COMMITMENT

         1.1.     So long as Vendor is in material compliance with the
                  Agreement, AOL shall purchase Simultaneous Accesses in
                  accordance with Exhibit F-1 (such commitment, as may be
                  reduced pursuant to this Agreement, the "PURCHASE
                  COMMITMENT"). AOL shall not be obligated to make any purchases
                  in excess of the Purchase Commitment.

         1.2.     Any purchases by AOL or its Affiliates of Simultaneous Access
                  services from Vendor or from any Affiliate of Vendor (as well
                  as purchases from any entity that becomes an Affiliate of
                  Vendor after execution of the Agreement that are made after
                  such entity becomes an Affiliate of Vendor) shall contribute
                  toward AOL's satisfaction of the Purchase Commitment. If (i)
                  (a) any entity becomes an Affiliate of Vendor after execution
                  of this Agreement, (b) all or substantially all of the assets
                  of any entity are acquired by or transferred to Vendor, (c)
                  all or substantially all of the assets of Vendor are acquired
                  by or transferred to any entity or (d) Vendor is merged with
                  or into any entity, and (ii) from such entity, or an Affiliate
                  of such entity, AOL has, at the time of such applicable event,
                  an obligation to purchase new or to continue paying for
                  existing, Simultaneous Access services (any such entity an
                  "AOL PROVIDER"), AOL may elect to terminate its purchase
                  obligations under either this Agreement or the Other
                  Provider's agreement, at AOL's choice, and may thereafter
                  elect to purchase Simultaneous Access services from Vendor
                  and/or the Other Provider, at AOL's choice, at the pricing
                  applicable under this Agreement. Any such termination and
                  purchase of Simultaneous Access services at such prices shall
                  be effective as of the date of such AOL notice (but in no
                  event sooner than the date of the applicable event set forth
                  in subsection (a), (b), (c) or (d) of this Section). In the
                  event AOL provides Vendor with such notice, Vendor shall take
                  all actions as are necessary to give effect to such
                  termination and such purchase of Simultaneous Access services
                  at the prices set forth in this Agreement.


2.   PRICING


         2.1.     RECURRING CHARGE. Subject to adjustment pursuant to this
                  Agreement, the charge per calendar month for each Simultaneous
                  Access and related Services purchased by AOL in the Initial
                  Service Area shall be the applicable price set forth in the
                  table below:


                                      F-1
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------- --------------------------------------------------
                                                PRICE/SIMULTANEOUS                   ACCESS/MONTH
CUMULATIVE                      SIMULTANEOUS    (R$)(2)
ACCESSES
IN A CALENDAR MONTH(1)
----------------------------------------------- --------------------------------------------------
<S>                             <C>             <C>                                 <C>
[**]                                             [**]
----------------------------------------------- --------------------------------------------------
----------------------------------------------- --------------------------------------------------
[**]                                             [**]
----------------------------------------------- --------------------------------------------------
----------------------------------------------- --------------------------------------------------
[**]                                             [**]
----------------------------------------------- --------------------------------------------------
----------------------------------------------- --------------------------------------------------
[**]                                             [**]
----------------------------------------------- --------------------------------------------------
----------------------------------------------- --------------------------------------------------
[**]                                             [**]
----------------------------------------------- --------------------------------------------------
----------------------------------------------- --------------------------------------------------
[**]                                             [**]
----------------------------------------------- --------------------------------------------------
----------------------------------------------- --------------------------------------------------
[**]                                             [**]
----------------------------------------------- --------------------------------------------------
----------------------------------------------- --------------------------------------------------
[**]                                             [**]
----------------------------------------------- --------------------------------------------------
----------------------------------------------- --------------------------------------------------
[**]                                             [**]
----------------------------------------------- --------------------------------------------------
--------------------------------------------------------------------------------------------------
(1)  Until such time that the number of Finally Accepted Simultaneous Accesses exceeds [**]
     ([**]), the number of Cumulative Simultaneous Accesses for a given calendar month shall equal
     the sum of (a) the number of Finally Accepted Simultaneous Accesses in such month, and (b) the
     Peak Simultaneous Additional Port Usage for such month; provided that if Vendor's calculation
     of Peak Simultaneous Additional Port Usage is greater than zero for any month, AOL shall have
     the right to perform its own calculation of the Peak Simultaneous Additional Port Usage. If
     AOL's calculation of the Peak Simultaneous Additional Port Usage is more than [**] percent ([**]%)
     lower than Vendor's calculation, the Parties shall enter into discussions to determine the
     appropriate calculation for such month. After the number of Finally Accepted Simultaneous
     Accesses equals or exceeds [**] ([**]), the number of Cumulative Simultaneous
     Accesses for a given calendar month shall equal the number of Finally Accepted Simultaneous
     Accesses for such calendar month. Charges for Finally Accepted Simultaneous Accesses which
     receive Final Acceptance during such calendar month shall be pro-rated based upon thirty and
     forty-four hundredths (30.44) days for each calendar month.
--------------------------------------------------------------------------------------------------
(2)  For the avoidance of doubt, once the number of Cumulative Simultaneous Accesses exceeds a
     particular threshold in a calendar month, the relevant Simultaneous Access price corresponding
     to that threshold applies (a) to all Simultaneous Accesses, not just the excess number of
     Simultaneous Accesses above that threshold, and (b) for all Simultaneous Accesses for such
     month.
--------------------------------------------------------------------------------------------------

</TABLE>

         2.2.     NON-RECURRING CHARGE. In addition to the recurring charge
                  described in Section 0, AOL shall pay Vendor a one-time
                  installation charge equal to R$[**] for each Simultaneous
                  Access ordered and accepted by AOL in accordance with this
                  Agreement (such fee for any Simultaneous Access the "
                  Simultaneous Access INSTALL FEE"). For the purposes of (a)
                  comparing pricing under Section 3 of this Exhibit F, and (b)
                  adjusting the Market Price pursuant to this Section to the
                  pricing offered by, or committed by AOL to, an Other Provider
                  for comparable dedicated dial-up access services, an amortized
                  portion of the Simultaneous Access Install Fee (based upon
                  amortization over a forty-eight month period) shall be
                  included in such comparison or adjustment, as appropriate.

         2.3.     EXCLUDED CHARGES. Vendor will not charge AOL for any
                  Simultaneous Access that is used for signaling purposes. For
                  any Simultaneous Access to which calls are blocked, Vendor
                  will not charge AOL for such blocked Simultaneous Access
                  beginning on the following day and continuing until the
                  Simultaneous Access is no longer blocked. AOL will make daily
                  test phone calls, at its discretion, to the Simultaneous
                  Accesses provided to it by Vendor as part of the Services. If
                  such test phone calls show that a certain number of
                  Simultaneous Accesses were not available for use, even though
                  Vendor's reports showed that they were available, then those
                  Simultaneous Accesses shall be deemed blocked Simultaneous
                  Accesses. Upon discovering a blocked Simultaneous Access, AOL
                  shall raise a trouble ticket according to agreed procedures.
                  Vendor will not charge Customer for such blocked Simultaneous
                  Access from the beginning of the day following the day on
                  which AOL discovered it was blocked, until the port is no
                  longer blocked.


                                      F-2
<PAGE>

3.   MOST FAVORED CUSTOMER

         3.1      Neither Vendor nor TData-Controlled Affiliates will offer or
                  provide services comparable to the Services provided hereunder
                  ("COMPARABLE SERVICES") to any customer, (a) [**] that are
                  [**] than those charged to AOL, or (b) pursuant to any terms
                  and conditions that are more favorable to such customer than
                  AOL's terms and conditions (each of (a) or (b), "MORE
                  FAVORABLE TERMS"). If Vendor or any TData-Controlled Affiliate
                  offers or provides Comparable Services on More Favorable Terms
                  to any customer, [**] to [**] to [**] on the [**] and [**] and
                  [**] to [**]. If Vendor or any TData-Controlled Affiliate
                  offers or provides Services to a customer that do NOT
                  constitute "comparable services" (any such services
                  "NON-COMPARABLE SERVICES"), then within [**] ([**]) days
                  following such offer or provision of such services, [**] to
                  [**] to [**] at the [**] to, and upon the [**] and [**] [**]
                  to, [**]. If applicable law or regulation changes such that
                  this most favored customer provision requires Vendor to act in
                  a manner that is not permitted under such changed law or
                  regulation, then this provision shall be deemed to be restated
                  to reflect as nearly as possible the original intentions of
                  the parties in accordance with applicable law and regulation.
                  Upon the request of AOL (which requests shall not be made more
                  frequently than [**]), Vendor's Chief Financial Officer will
                  certify in writing whether Vendor has satisfied its
                  obligations under this section. If, with respect to
                  Non-Comparable Services, AOL's service requirements would
                  necessitate changes to such terms and conditions, then the
                  Parties shall work in good faith to adjust such terms and
                  conditions as mutually agreed to satisfy such requirements. To
                  the extent that AOL accepts such offer from Vendor, any such
                  dial-up access services shall be deemed to be Services to
                  which this Agreement applies, and AOL may replace any
                  then-unfulfilled portion of the Purchase Commitment with an
                  equivalent commitment to order such services.


         3.2      the event that Vendor violates an obligation described in
                  Subsection 3.1 of this Section, then, in addition to any other
                  rights or remedies available to AOL, pricing under this
                  Agreement shall be adjusted such that they are equal to or
                  less than corresponding prices offered to any other customer
                  (a) on a going-forward basis for all future applicable
                  purchases under this Agreement, and (b) retroactively to all
                  applicable purchases previously made back to the date such
                  prices were first offered to such other customer, and the
                  resulting adjustment in charges shall be provided to AOL, at
                  AOL's option, as either a credit for future purchases or in
                  the form of a lump-sum payment.

4        MARKET PRICE

         4.1      From time to time, but no more frequently than once every [**]
                  months, AOL will be entitled to notify Vendor of a required
                  adjustment to pricing for the services provided hereunder in
                  order to reflect changes in the relevant Market Price in the
                  service area to which this agreement applies. "MARKET PRICE"
                  means, in each Service Area, the lower of (a) the [**] offered
                  to AOL by a vendor of Comparable Services, and (b) the direct
                  cost to AOL of provisioning such Comparable Services, [**];
                  provided, however, that if the [**] by a vendor of Comparable
                  Services under subpart (a) of this sentence is (i) a price
                  that is [**] for providing such Comparable Services, (ii) a
                  loss leader offer which is below such vendor's actual costs
                  for providing such Comparable Services, or (iii) [**] which is
                  intended to create a barrier for Vendor to enter the market
                  and is below such vendor's actual costs for providing such
                  Comparable Services, then such [**] shall not be deemed a
                  valid Market Price. Vendor will be entitled to confirm the
                  validity of a proposed new Market Price within the [**] ([**])
                  day period following AOL's notice of the new Market Price
                  pursuant to reasonable mutually agreed audit procedures;
                  provided that the third party auditor appointed by Vendor
                  shall be entitled to appoint an industry expert to assist it
                  in determining the validity of a proposed new Market Price. If
                  AOL notifies Vendor of a lower Market Price in any Service
                  Area, then Vendor may, within [**] ([**]) days after AOL's
                  notice of the new Market Price, provide AOL with written
                  notice of its rejection of the new Market Price, in which case
                  AOL may, by providing notice to Vendor and notwithstanding
                  anything to the contrary in this Agreement, immediately cancel
                  any or all services provided by Vendor without penalty or
                  liability. If Vendor does not provide AOL with notice within
                  such [**] ([**]) day period rejecting



                                      F-3
<PAGE>
                  the new Market Price, then AOL's pricing will automatically be
                  reduced, effective [**] ([**]) days after AOL's notice, to the
                  new Market Price for all existing Services and for all
                  Services purchased thereafter in such Service Area. Vendor's
                  exercise of its right to reject a new Market Price under this
                  Section shall not be deemed a breach of this Agreement. Vendor
                  shall not unreasonably dispute the validity of a new Market
                  Price. In addition, in connection with a valid Market Price
                  request that Vendor did not reject within such [**] ([**]) day
                  period, Vendor will meet the available bandwidth per Port
                  offered by the Market Price provider to AOL within [**] ([**])
                  days after AOL's notification for incremental ports and within
                  [**] ([**]) days after AOL's notification for then-existing
                  Ports.



5        NORMALIZATION

         5.1      The pricing adjustments set forth in Sections 3 and 4 of this
                  Exhibit F may require comparison between pricing methodologies
                  for dial-up access (e.g., between hourly and monthly pricing).
                  In order to normalize differing pricing methods for such
                  comparison, the then-current Average Daily Simultaneous Access
                  Usage multiplied by 30.44 (number of days in a month) will be
                  deemed equivalent to one (1) port provided for any month under
                  the Agreement. "AVERAGE DAILY SIMULTANEOUS ACCESS USAGE" will
                  mean the average number of hours of usage per port per day
                  measured over the twelve-month period ending on the
                  immediately preceding September 30.

6        CANCELLATION OF SERVICES


         6.1      At any time during the Term, AOL may cancel any installed
                  Simultaneous Access and related Services upon [**] ([**])
                  days' prior written notice to Vendor, provided that such
                  Simultaneous Access has been installed for at least [**]. In
                  any month beginning with the 18th month and ending with the
                  [**] month of the Term of this Agreement (such month, the
                  "CANCELLATION MONTH"), AOL may not cancel more Simultaneous
                  Accesses than the amount of Simultaneous Accesses [**] as of
                  the first day of such Cancellation Month, [**] of [**] between
                  (and including) the [**] and the 36th month of the Term of
                  this Agreement. Notwithstanding the foregoing, AOL may cancel
                  any or all installed Simultaneous Accesses and related
                  Services beginning on the date which is [**] ([**]) years
                  after the first day of the Term of this Agreement.






                                      F-4
<PAGE>

                                  EXHIBIT F-1

                              PURCHASE COMMITMENT


AOL shall order Simultaneous Accesses and related Services in accordance with
Section 0 of Exhibit E so that the number of Finally Accepted Simultaneous
Accesses at the end of a calendar month is no less than the corresponding number
set forth in the table below:

--------------------------- ----------------------------------------------------
--------------------------   CUMULATIVE NUMBER OF FINALLY ACCEPTED SIMULTANEOUS
 CALENDAR MONTH                                     ACCESSES(1)
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
        1                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
        2                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
        3                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
        4                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
        5                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
        6                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
        7                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
        8                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
        9                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       10                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       11                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       12                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       13                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       14                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       15                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       16                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       17                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       18                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       19                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       20                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       21                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       22                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       23                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       24                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       25                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       26                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       27                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       28                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       29                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       30                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       31                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       32                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       33                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       34                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       35                                             [**]
--------------------------- ----------------------------------------------------
--------------------------- ----------------------------------------------------
       36                                             [**]
--------------------------- ----------------------------------------------------
--------------------------------------------------------------------------------
(1)    In the event the Purchase Commitment is reduced pursuant to this
       Agreement, each monthly commitment set forth in this column shall be
       reduced by the amount of such reduction.





                                      F-1