<PAGE>
                                                                    Exhibit 10.4


  PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE
  SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING
     CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT.

                                GENERAL AGREEMENT

AGREEMENT No. CO/TELEMAR/UNA-SIP/00NN-2003.

AGREEMENT FOR THE SUPPLYING OF COMMUTED FIXED TELEPHONE SERVICE AND OTHER
TELECOMMUNICATIONS SERVICES AND INTERNET/ IP SERVICES, ENTERED INTO BY AOL DO
BRASIL LTDA AND TELEMAR NORTE LESTE S.A.

THE PARTIES:

These are the Parties to the present agreement:

     CONTRACTING PARTY: AOL DO BRASIL LIDA, with its main place of business at
     Avenida Industrial 600 - 2. floor, in the town of Santo Andre, State of Sao
     Paulo, enrolled in the National Registry for Legal Entities (CNPJ/MF) under
     n. 03.032.579/0001-62, hereinafter simply called CONTRACTING PARTY, in this
     act represented pursuant to its Articles of Association, and

     CONTRACTED PARTY: TELEMAR NORTE LESTE S.A., a publicly-held corporation,
     with its main place of business in the city of Rio de Janeiro, State of Rio
     de Janeiro, at Rua General Polidoro, 99 - 5. floor, Bairro Botafogo,
     enrolled in the National Registry for Legal Entities (CNPJ/MF) under n.
     33.000.118/0001-79, hereinafter simply called CONTRACTED PARTY, in this act
     represented pursuant to its Articles of Association.

     They are also called individually a Party and when jointly, the Parties.



1. FIRST CLAUSE - THE OBJECT.

     1.1. The present agreement ("Agreement") has as its object the supply, by
     the Contracted Party to the Contracting Party, of the Commuted Fixed
     Telephone Service, other Telecommunications Services and Internet/ IP
     Services, provided that they are expressly specified in Addendums (and
     their respective Exhibits), being each Product or Service the object of its
     own Addendum.

     1.2. The term "Addendums" (which include their respective Exhibits) and
     "Requests for Services" integrate the present Agreement, as if its clauses
     were herein written, being identified by numerations linked to the number
     hereof, as well as signed by the same Parties, through their
     representatives of the same hierarchical level or through
     attorneys-in-fact, thus, making effective the rendering of the services
     mentioned in item 1.1. above, in strict compliance with the rules in force,
     including regarding the performing area.

2. SECOND CLAUSE - REFERENCE RULES AND APPLICABLE DOCUMENTS

          i. Depending on the case, the instruments and rules mentioned
          hereinbelow constitute reference to the Agreement, which are fully
          acknowledged by the Parties, that is: Law n degrees 9.472 of July 16,
          1997. which sets forth the organization of the telecommunications
          services, the creation and the operation of the body which regulates
          the services and other institutional aspects, pursuant to
          Constitutional Amendment n. 8 of 1995.

          ii. Regulation of the Commuted Fixed Telephone Service approved by
          Resolution 85/98, of December 30, 1998, of the National Agency of
          Telecommunications -ANATEL.

          iii. Furthermore, the applicable laws and regulations, besides the
          other acts arisen from the authorized public powers and from the
          National Agency of Telecommunications -ANATEL, which regulate or may
          eventually regulate the object of the present Agreement.



<PAGE>


3. THIRD CLAUSE - VALIDITY

     3.1. This Agreement shall be always in force and whenever there is an
     Addendum in force or a Request for Service underway, aiming at serving the
     interest of the Parties.

4. FOURTH CLAUSE - CONTRACTED PARTY'S DUTIES.

Besides the duties set forth in the Addendums and in the Requests for Services
contained in this Agreement, the Contracted Party commits to:

     4.1. Perform inspection of the internal networks of the Contracting Party's
     facilities to be carried out through the services stated in the Addendums,
     whenever necessary, as well as in the facilities of the internal reserved
     areas for the installation of the transmission or commuting equipment,
     formally accepting the existing facilities through the Acceptance Term or
     timely guiding the need for their re-structuring.

     4.2. Perform or appoint a sub-hired company, under its entire
     responsibility, for the installation of an entry cable of the external
     network up to the general switchboard of the building, whenever necessary,
     so as to activate the services comprehended in the Addendums, without any
     liens to the Contracting Party.

     4.3. Install and test, on its own account or through a company sub-hired by
     it, under its entire responsibility, the equipment, object of each
     Addendum, in the Contracting Party's facilities, which are necessary for
     the services implementation, with no burden to the Contracting Party, being
     utterly forbidden the interference of third parties, at any title and in
     any situation, without the Contracted Party's previous express consent.

     4.4. Supply, install, configure and keep updated, at its own exclusive
     expenses, all the equipment and components, object of each Addendum. The
     Contracted Party shall always acquire from suppliers of good standing in
     the telecommunications market and which are holders of advanced technology,
     equipment and components which meet the necessary technical features, duly
     certified by ANATEL, in sufficient amount to serve the Contracting Party.

          4.4.1. Notwithstanding the aforementioned, the introduction of new
          technologies which call for new equipment, systems and/or
          re-configuration of the equipment by the Contracted Party and which
          imply changes in the Contracting Party's network or in the products
          and/or systems in use by the Contracting Party, shall depend on the
          Contracting Party's prior written agreement, except for the cases of
          maintenance. For such, the Contracted Party undertakes to inform the
          Contracting Party, in writing, with at least sixty (60) days in
          advance, about any utilization of equipment or configurations which
          imply changes in the Contracting Party's network and/or its systems
          and protocols, as aforementioned.

     4.5. Receive requests for repairs twenty-four (24) hours per day, seven (7)
     days per week, being the terms and conditions of the respective Addendums
     complied with.

     4.6. Perform preventive and corrective maintenance in the
     telecommunications systems of its ownership, necessary for the operation of
     the services rendered to the Contracting Party, in the terms specified in
     each Addendum.

     4.7. Be liable for damages or losses caused by its employees or
     representatives under its orders in the Contracting Party's installations,
     reimbursing amounts spent for their mending, which are duly evidenced.

     4.8. Perform the activation of the services contained in the Addendums,
     within the term mentioned in the respective Addendum. Whenever problems
     occur, which make impossible the activation or the supply of the services
     contained in the Addendums and which give rise to the discontinuance or the
     unavailability of the full use of such services by the Contracting Party,
     the Contracted Party shall have to solve such problems in




                                       2
<PAGE>

     the maximum term set forth in the respective Addendums, so as to guarantee
     the availability and quality standards, being subject to the penalties
     therein determined in case of non-compliance with the said term.

     4.9. Provide the Contracting Party with the specifications related to the
     infra-structure to be made available in its facilities, which are needed
     for the implantation of the services, object of this Agreement and its
     Addendums.

     4.10. Guarantee the services levels specified in the descriptions of each
     services provided, being the specifications, the criteria and the quality
     and availability parameters described in the Addendums, complied with.

     4.11. Execute the services provided in the Addendums, in accordance with
     provisions of the respective Addendum and its Exhibits.

     4.12. Not to transfer to third parties the rights and duties provided in
     this Agreement, its Addendums and their respective Exhibits, without the
     Contracting Party's previous written consent, except to its controlled
     companies or to companies which are under the same control of the
     Contracted Party, in which case this shall be notified with thirty (30)
     days in advance.

          4.12.1. Any transference to Contracting Party's Competitor, as defined
          in 10.4.2 hereinbelow, requires the Contracting Party's express
          previous written approval.

     4.13. The Contracted Party shall guarantee isonomic non-discriminatory
     treatment to the Contracting Party related to any client of the Contracted
     Party in whatever refers to this Agreement and all its Addendums.

     4.14. The Contracted Party agrees to provide the services set forth in each
     one of the Addendums quickly and carefully, complying with the professional
     standards used by the telecommunications market, and which offer similar
     services to the ones set forth in the respective Addendums. The Contracted
     Party guarantees that it shall make use of an adequate number of duly
     qualified professionals in order to provide each and all hired services
     pursuant to the present Agreement.

     4.15. Should the Contracted Party or its Affiliates come to offer or
     provide any services that are not provided in this instrument and in its
     Addendums, than the Contracted Party agrees to offer to the Contracting
     Party such services at prices, terms and conditions which are isonomic with
     the applicable to such a client and, except for good faith negotiations
     between the Parties related to eventual adjustments in such terms and
     conditions.

5. FIFTH CLAUSE - CONTRACTING PARTY'S DUTIES

Besides the duties set forth in the Addendums and in the Requests for Services
contained in this Agreement, the Contracting Party undertakes:

     5.1. Not to transfer to third parties the rights and duties arising from
     this Agreement, its Addendums and their respective Exhibits, without the
     Contracted Party's previous written consent, except to its controlled
     companies or to companies which are under the same control of the
     Contracted Party, in which case this shall be notified with thirty (30)
     days in advance.

          5.1.1. Any transference to Contracted Party's Competitor, as defined
          in 10.4.1 hereinbelow, requires the Contracted Party's express
          prior written approval.

     5.2. Whenever necessary, so as to cope with the services provided in the
     Addendums, make available to the Contracted Party, free of charge, the
     requested space in its facilities for the installation of equipment and
     tools required for the rendering of service.



                                       3
<PAGE>

     5.3. Whenever necessary, so as to cope with the services provided in the
     Addendums, at its own expenses, perform the necessary infra-structure work
     for the installation of equipment in its facilities, within a previously
     agreed term and according to applicable technical rules, being responsible
     for the execution of civil and electric project, as well as for the
     correction of the non-conformities identified by the Contracted Party.

     5.4. In order to comply with the services provided in the Addendums, to
     install electric protection in its equipment, as well as its grounding,
     whenever this is so determined.

     5.5. If necessary, in order to comply with the services hired in the
     Addendums, promptly correct irregularities in the infrastructure work
     identified by the Contracted Party, so as to adequate them to the
     applicable technical rules.

     5.6. If necessary, in order to comply with the services provided in the
     Addendums, submit necessary alterations in the infrastructure to the
     Contracted Party, so that the latter can carry out analysis and subsequent
     correction, in case the Contracting Party, in the course of preparation of
     infra-structure and internal net needs to modify the original design agreed
     upon

     5.7. To inform the Contracted Party the conclusion of any work, if it is
     completed prior to its term, in order to enable its acceptance and, if
     possible, to proceed with the equipment installation, before the date
     previously agreed upon.

     5.8. To complete infra-structure works within the term set forth by the
     Parties, in accordance with the provisions of the Addendum, or within an
     additional (15) fifteen-day term, being forthwith set forth that, in the
     hypothesis that the Contracting Party fails to finish the requested work
     within the aforementioned terms, than the Contracted Party is authorized to
     perform the commercial activation of the services, within the terms
     provided in the Addendum, with the consequent immediate charge of the
     monthly price due, being the Contracting Party enable for ratifying with
     the Contracted Party the effective date of physical installation of the
     infra-structure and necessary electrical protection for the rendering of
     the service.

     5.9. To allow the access of the Contracted Party's authorized employees or
     of the authorized sub-hired companies, which are under its full
     responsibility, to its facilities to perform maintenance and inspection of
     the equipment, provided that this has been previously expressly authorized,
     in writing, by the Contracting Party.

     5.10. To keep and preserve the equipment provided in the Requests for
     Services, owned by the Contracted Party, and which are under the
     Contracting Party's power, provided that the delivery of such equipment is
     performed together a letter duly protocolled and in which the equipment
     delivered to the Contracting Party is fully described, being it kept in
     adequate environment and in adequate technical conditions, as specified by
     the manufacturer and by the Contracted Party, including all the necessary
     energy and acclimatization infra-structure for its operation.

     5.11. To be responsible for damages and losses caused to the equipment
     mentioned in item 5.10 above, thief caused by Contracting Party's evidenced
     fault or malice, being it obliged to reimburse its Contracted Party updated
     value, in the cases of loss, misplacement, damage or destruction of such
     equipment, including partial.

     5.12. To forthwith inform the Contracted Party any the occurrence of
     accident, under the penalty of being made liable for the damages arisen
     from it.

     5.13.To authorize the Contracted Party to withdraw equipment and tools
     owned by the Contracted Party and which are kept by the Contracting Party
     and listed in the respective Requests for Services, under the same
     conditions it has received them, except for natural wearing, upon end of
     their validity term, or in case of the



                                       4
<PAGE>

     respective Addendum or Agreement termination, within the maximum term of
     three (3) weekdays, from their termination dates.

     5.14.To formally inform the Contracted Party, in case of supervening need
     of transference, reduction or movement of the object of this Agreement, so
     that necessary measures can be taken.

     5.15. To use the services, object of this Agreement, for the purposes set
     forth in its Articles of Association, making use of the means made
     available by the Contracted Party exclusively pursuant authorized
     configuration, being expressly prohibited the sublease or assignment to
     third parties, at any title, of means or services, object of this
     Agreement, exception made to provision to the item 5.1 hereinbefore.

     5.16. To defend and enforce the Contracted Party's ownership rights over
     the object of this Agreement, forthwith notifying it about any violation or
     attempted violation by third parties, that it may eventually know about.

     5.17. The Contracting Party has full knowledge that the services can be
     eventually affected or temporarily discontinued due to technical reasons,
     by virtue of repairs, maintenance or equipment exchange, which does not
     exempt the Contracted Party from complying with the procedures agreed upon
     the present Agreement and in its Addendums.

     5.18. To keep the Contracted Party's file updated, informing eventual
     alterations of address, corporate name and enrollment in the National
     Registry for Legal Entities (CNPJ/MF) and other local and state equivalent
     bodies.

     5.19. The Contracting Party is solely responsible for the content of the
     information conveyed in its hired access and for the conditions of service
     provided to third parties.

6, SIXTH CLAUSE - FEES AND PRICES

     6.1. The fees for the rendering of Commuted Fixed Telephone Service are
     prerogative of the Assignor Power, through its authorized bodies.

     6.2. The values corresponding to hired services are specified in the
     respective Addendums to this Agreement.

     6.3. Eventual services requested by the Contracting Party to the Contracted
     Party which have not been determined in the respective Addendums shall be
     previously negotiated by the Parties.

     6.4. The prices set forth in the Addendums are gross prices, being already
     therein included all the Taxes the Contracted Party is responsible for
     collecting.

          6.4.1. In case of modification in the tax legislation in force,
          including cases of institution of new tax assessment or the alteration
          of the levying rules (whether alteration on the calculation basis or
          of applicable percentages) which impact in the tax burden on the
          services specified in the respective Addendums (either increase or
          decrease), the respective prices shall be automatically increased or
          reduced so as to reflect the said legislation modification. The
          payments effected by the Contracting Party to the Contracted Party
          shall be effected with no tax retention, except for those which are
          mandatory by law, and due by the Contracted Party.

     6.5. The fees for providing the Commuted Fixed Telephone Services shall be
     re-adjusted up to the higher percentage approved for the telecommunication
     fees, being it automatically/immediately applied by the time of such tax
     adjustment.

     6.6. The values of the services listed in the Addendums shall be readjusted
     each (12) twelve-month period, as of the execution date of this Agreement,
     by applying the IGP-DI [National Index of Prices- Internal Availability]
     variation for the period - as calculated by the Getulio Vargas Foundation,
     with no prejudice to




                                       5
<PAGE>

     the application of a lower variation, pursuant with the agreement by the
     Parties. In case such index is extinguished, the official index that may
     eventually replace it shall be applied.

7. SEVENTH CLAUSE - PAYMENT AND SANCTIONS DUE TO LACK OF PAYMENT.

     7.1. The Contracting Party shall effect unchallenged monthly payments to
     the Contracted Party on the twenty-fifth (25th) day of the second month
     subsequent to the month in which the service is provided, provided the
     respective collection document is received by the Contracting Party within
     (30) thirty days prior to its maturity, through the presentation of a
     fiscal document and/or invoice/service statement.

          7.1.1. In case there is no banking in the Capital of the State of Sao
          Paulo on the date established for the payment, such payment shall be
          effected on the first subsequent weekday.

          7.1.2. The payment of disputed charges by the Contracting Party shall
          be due to the Contracted Party upon evidence of the availability of
          such services.

     7.2. The discussion with respect to any disputed amount shall be made in
     writing, including through long distance communication (such as e-mail or
     mailing).

          7.2.1. The Contracting Party has a (120) one- hundred-and-twenty-day
          term, counted as of the receipt of the first collection document, to
          notify the Contracted Party with respect to any disputed amount

          7.2.2. The eventual reimbursement of the amounts unduly charged must
          occur within thirty (30) days after the notification related to such
          disputed amounts, preferably though credit in benefit of the
          Contracting Party contained in collection document regarding services
          rendered, with addition of the same amounts applied by the Contracted
          Party in case of late payment.

          7.2.3. The notification by the Contracting Party regarding disputed
          amounts, if presented prior to the respective maturity, suspends the
          payment term, until it is notified of the Contracted Party's decision,
          being the (30) thirty-day term assured, counted as of the decision
          date.

          7.2.4. In case the Contracting Party challenge the due amounts
          partially, the payment of the challenged amount shall be suspended and
          the remaining amounts shall be duly paid.

          7.2.5. In case the challenge is effected after the due date, in case
          the Contracted Party has effected the respective payment, than it
          shall be entitled to be refunded, with addition of the respective
          charges and in the terms agreed upon, in case such challenge is valid.

          7.2.6. The Contracting Party shall pay the amounts contained in the
          respective collection document presented by the Contracted Party,
          deducing the disputed amounts.

     7.3. Except for what has been set forth in Clauses 7.2.3. and 7.2.4.
     hereinbefore, the Contracted Party can suspend the providing of services to
     the Contracting Party in case the latter does not honor the payment of the
     debit, after a (30) thirty-day default.

          7.3.1. Notwithstanding the foregoing, the debit that features the
          Contracting Party's default shall be incorporated to the subsequent
          collection document.

          7.3.2. The Contracting Party will consider as having been notified of
          its default through the mere maturity of the respective bill, so that
          such default, at its end, will legally constitute defaulting turn of
          the debtor.

          7.3.3 The Contracted Party, within a minimum period of thirty (30)
          days subsequent to the suspension of the service, the Contracting
          Party remaining in default, can (i) totally suspend the rendering of
          the service and (ii) terminate this agreement.



                                       6
<PAGE>

     7.4. Notwithstanding the aforementioned, the absence of payment, on its
     maturity, implies in the payment by the Contracting Party of the following
     sanctions:

          7.4.1. A 2% penalty or the maximum percentage allowed by the
          applicable legislation, applied over the total amount of the unpaid
          debit, on the day subsequent to the maturity.

          7.4.2. Interest a rate of 1% per month (or fraction of the month) or
          the maximum percentage allowed by the legislation in force, counted
          from the first (1st) day subsequent to the maturity and applied over
          the total unpaid amount.

          7.4.3. Debit updating until the date of the effective payment,
          pursuant to the IGP-DI [National Index of Prices- Internal
          Availability] variation, calculated by the Getulio Vargas Foundation
          or to the index that may officially replace it.

          7.4.4. The penalties set forth in this item shall be included in the
          subsequent collection document.

     7.5 The deposit slips in favor of the Contracted Party shall be considered
     valid documents for the evidencing of the receipt of the payments due by
     the Contracting Party. When the payment is effected through banking
     deposit, the Contracting Party will forward a copy of the deposit slip to
     the Contracted Party upon Telemar's request.

     7.6 The parties shall use best efforts in order to help up the other party
     to minimize tax impacts, according to applicable legislation.

8. EIGHTH CLAUSE - REVISION OF PRICES AND THE RIGHT OF FIRST REFUSAL

     8.1. At each (12) twelve-month period, counted as of the execution date of
     this Agreement, or at any time as of December 31, 2005 or, yet, in case it
     is agreed upon between the Parties, in a lesser period, the Contracting
     Party may request that the Contracted Party revises the agreed prices for
     service providing, object of the present Agreement and/or of any of its
     Addendums, according to the following terms:

          8.1.1. The Contracting Party shall send written notice to the
          Contracted Party and, thereon, within one month, the Contracted Party
          must present at least two different proposals (being the
          determinations of item 8.2 below complied with) regarding the same
          services, provided in the respective Addendum, for a term equal to the
          remaining ones in the respective Addendum.

          8.1.2. The above proposal(s) shall be delivered to the Contracted
          Party in writing and with a receipt notice.

          8.1.3. The Contracted Party shall only consider proposal that (i)
          issued by a third party with legal, technical and financial good
          standing, and (ii) evidences a firm proposal in good faith.

          8.1.4. In case the average prices contained in the received proposals
          (or the prices of the single proposal received pursuant to the terms
          of item 8.2) equal or are inferior to ninety-five per cent (95%) of
          the price whose revision is being requested, than the price of the
          Addendum in question shall be reduced by the Contracted Party to the
          lower price presented in the proposal(s), effective as from the month
          in which such proposal would be applicable. In case the Contracted
          Party fails to present express acceptance for the price reduction
          above, within a (10) ten-weekday term counted as of the receipt of the
          proposals by the Contracted Party, the Contracting Party shall be
          entitled to legally terminate the respective Addendum, with no burden,
          through written notification to the Contracted Party and hire the
          offer or which has presented the best price.

          8.1.5. For effects of comparison, the final price for the Contracting
          Party will be taken into consideration, including the taxes and
          contributions.



                                       7
<PAGE>

     8.2. For the purposes of item 8,1,4, the Contracting Party can present just
     one proposal in case: (a) it has evidently requested proposal from at least
     four (4) similar companies, in case they exist, but all, except one have
     refused to present a proposal; or (b) there exists only one company capable
     of rendering the same service.

9. NINTH CLAUSE - IMPLANTATION TIME SCHEDULE

     9.1. The Contracted Party acknowledges that the compliance with the terms
     determined in the Implantation Time Schedule and/or in the respective
     Addendums is fundamental for the efficient execution of the services,
     provided in the present Agreement and its Addendums.

          9.1.1. In case of non-compliance of the terms set forth in the
          Implantation Time Schedule, or in any of the Addendum, the Contracted
          Party shall be subject to the penalties set forth in the Addendum(s).

     9.2. The Contracting Party expressly acknowledges that the terms set forth
     in the Implantation Time Schedule annexed to the Addendums on in each of
     the Addendums have been agreed upon by the Parties and also result from the
     Contracted Party's need to program its availability regarding the supply of
     infrastructure and services, object of the specific Addendums entered into
     between the Parties.

10. TENTH CLAUSE - TERMINATION

     10.1. The current Agreement can be terminated, with no additional burdens,
     independently of any procedures or judicial or extra-judicial written
     notification, and simply through written notice to the other Party, in the
     following situations:

          10.1.1. Any of the Parties fails to comply with the duties set forth
          in this instrument and in the Addendums, fault and such is not
          corrected within sixty (60) days after such written notification of
          the other Party;

          10.1.2. Declaration of bankruptcy, CONCORDATA or dissolution
          (including judicial or extra-judicial liquidation) of any of the
          Parties;

          10.1.3. By mutual agreement, or by the imposition of legal or
          normative orders;

          10.1.4. Transference or assignment of rights and/or duties, in the
          whole or in part, related to the current Agreement and its Addendums,
          without previous approval of the other Party;

          10.1.5. Suspension or repeal of authorization granted by the
          authorized Public Power regarding the rendering of services set forth
          in the Addendums;

     10.2. The termination of the present Agreement shall imply the automatic
     termination of Addendums hereto, entered into by the Parties.

     10.3. The termination of any of the Addendums, according to provisions of
     such Addendums, shall not affect the validity of this Agreement and the
     other addendums in force.

     10.4. In the hypotheses listed hereinbelow, any of the Parties can, at its
     sole discretion, terminate this Agreement through a notification of thirty
     (30) days in advance to the other Party ("the Adverse Party"), being
     ascertained there will be no demand for any indemnifications, fines and/or
     penalties set forth in this Agreement and in its Addendums:

     (i)       change in the control of the Adverse Party, where the control is
               directly or indirectly acquired in a single transaction or in a
               series of correlated transactions by a Competing Entity of the
               Party,

     or



                                       8
<PAGE>

     (ii)      total or partial merger of the Adverse Party's assets with a
               Competing Entity of the Party (including a merger that gives rise
               to the formation of a new entity).

          10.4.1. It is understood that Contracted Party's "Competitor" is a
          company whose significant part of its businesses is the rendering of
          telecommunications services.

          10.4.2. It is understood that Contracting Party's "Competitor" is (i)
          a legal entity which obtains revenues by providing dialed access
          services to the Internet or that has, pursuant to its corporate
          documents, as its social purpose the rendering of dialed access
          services to the Internet or (ii) a legal entity which obtains revenues
          by providing broad band access services to the Internet or that has as
          its social purpose the rendering of broad band services to the
          Internet, exception made, in this case, to the telecommunications
          companies. Competing Entity should not be understood as controlled,
          colligate or controlling legal entities of the companies that provide
          access services to the Internet.

11. ELEVENTH CLAUSE - MISCELLANEOUS

     11.1. When the Contracting Party detects the need for change in the
     configuration of the services agreed upon, due to its own needs, it agrees
     to request the aforementioned adaptation to the Contracted Party, which
     shall perform it, provided that there are technical availabilities at the
     time, being the Contracting Party responsible for all the expenses
     therefrom, pursuant to the provisions of the Addendums.

     11.2. Exclusively with respect to the provisions of item 7.3 of Normative
     Rule n degrees 11/95 of the Communications Ministry, the Contracted Party
     has the right to replace the equipment of its ownership or legal
     possession, as well as the means of access, whenever it is convenient or
     necessary for providing the services contained in the Addendums, or for the
     preservation and improvement of its technical quality, provided by previous
     notice to the Contracting Party, and without any costs for the Contracting
     Party, being guaranteed the regular rendering of services, object of this
     Addendum.

     11.3. The contact between the Contracted Party and the Contracting Party
     shall be performed in writing, except for the oral understandings arisen
     from emergencies, which shall be confirmed within a (5) five-weekday term.

     11.4. The Addendums can be subscribed by the Parties' legal representatives
     or attorneys-in-fact, regularly constituted.

     11.5. In case the Contracting Party fails to make available to the
     Contracted Party any equipment owned by the Contracted Party within thirty
     (30) days subsequent to the termination of this Agreement, it is forthwith
     authorized to take the relevant legal proceedings so as to determine search
     and seizure actions of said equipment or charge market values, of that
     time, for such equipment, effecting the respective protest and execution,
     if necessary.

     11.6. Notwithstanding provisions contained in Clause 11.7 below, none of
     the Parties shall be liable for loss and damages, particularly incidental,
     indirect damages and loss of profit, and it shall not indemnify the other
     Party's for its commercial drawbacks and for the complains of third
     parties or of its clients, arisen from failures occurred during operations
     under the other Party's responsibility, except for the cases of direct
     damages or in cases in which deliberate action or omission of one Party is
     evidenced aiming at damaging the other Party (malice).

     11.7 Each Party agrees to fully indemnify and to exempt the other Party
     from responsibility, regarding direct loss and damages, direct losses
     (including attorneys' fees) or losses incurred by the other Party by virtue
     of any third parties' claims on the grounds of (a) violation on the part of
     one Party of any duty, statement or guarantee set forth in the current
     Agreement or (b) damages caused by malice or fault of its employees and/or



                                       9
<PAGE>

     hired personnel, which damages shall be verified in adequate judicial
     action. This clause shall apply solely to the cases where there is no
     specific penalty defined in this Agreement and its Addendums.

     11.8. The Contracting Party is fully responsible for the inadequate use of
     the services, object of the present Agreement that may eventually damage
     third parties, including those which relate to intellectual property, being
     liable for any damages it gives rise to.

     11.9. The Contracted Party does not take responsibility for services
     provided by the Contracting Party to third parties.

     11.10. In the assumption of any clause, term or provision of this Agreement
     and/or any Addendum and their respective Exhibits being judicially declared
     invalid, unlawful or unfeasible, the validity, lawfulness and feasibility
     of the other provisions shall not, in any way, be affected or damaged and
     none of the Parties shall be penalized by the statement of invalidity,
     unlawfulness or unfeasibility of the present hiring.

     11.11. Any omission or tolerance by any of the Parties in demanding from
     the other the strict compliance with the duties herein agreed upon, or the
     performance of any right arisen from this Agreement and/or of any Addendum
     and its respective Exhibits, shall not constitute renewal or waiver of
     them, nor shall this affect its right to perform them at any time. The
     isolate or partial performance of any right, claim, power or privilege
     arisen from this Agreement and/or any of its Addendums and their respective
     Exhibits shall not hinder any other performance subsequent to them or the
     performance of any other right, claim, power or privilege.

     11.12. Each and every modification, alteration or addendums to the present
     Agreement shall only be valid if performed through a written instrument,
     signed by all the Parties.

     11.13. In case of any conflict between the present Agreement and any of its
     Addendums and respective Exhibits, which is set forth in the Agreement
     shall always entirely prevail.

     11.14. The current Agreement is (and any Addendum and respective Exhibits
     shall be) executed in irrevocable and irreversible manner, committing the
     Parties and their successors, at any title. For the purposes of the present
     Agreement and Addendums and their respective Exhibits, the partnership
     arisen from the merger or incorporation of any of the Parties, shall be
     considered a successor, independently of its having the same name and/or
     corporate registration of the originally contracting Parties.

     11.15. Communications and notices arisen from the present Agreement and/or
     any Addendum and respective Exhibits shall be made through copied and
     docketed mail, addressed to the representatives of the Parties, as listed
     below, and to the addresses combined below or to other addresses, as
     previously informed by the Parties. Pursuant the convenience of the
     Parties, notifications and communications stemming from the current
     Agreement can be made via facsimile, being, in this assumption, considered
     as having been validly received if and when correctly sent, and in such a
     situation, the original document shall be delivered to the addressed Party
     through copied docketed mail within five (5) weekdays.

     If to the Contracted Party:

     Gerencia de Contas Atacado SP [Manager of Wholesale Accounts]

     Phone: (011) 3054.8808
     Fax: (011) 3054.8924

     If to the Contracting Party:

     C/O Diretor de Operacoes [Operations Director]
     Fax: (011) 4993 5959
     Phone: (011) 4993 5943


                                       10
<PAGE>

     11.16. The Contracted Party bears the full entire responsibility for the
     inadequate use and/or violation of the rights related to intellectual
     property, patents, trademarks, copyrights, rights of software use and other
     property rights of any third party in connection with the execution of this
     Agreement and of its respective Addendums, which may damage third parties
     being directly and exclusively responsible for any direct damages and for
     judicial decisions which are evidently caused by virtue of the
     non-compliance with this clause.

     11.17. In case any item described in item 11.16 becomes, or has the
     possibility of becoming object of conflict or claim, the Contracted Party
     shall, besides the indemnification set forth in 11.16 and other rights that
     the Contracting Party has, in accordance with this Agreement, forthwith and
     at its own exclusive expenses, exert its best efforts to (i) assure the
     right to continue to use the item or (ii) replace or modify the item so as
     to correct the infraction, provided that such replacement or modification
     does not cause degradation in the performance and in the quality of the
     component of the affected service. In case none of the aforementioned
     actions can be performed by the Contracted Party, and only in such a
     situation, the Contracted Party shall withdraw the item from the services
     set forth in the Addendums and the applicable amounts, pursuant to this
     Agreement, shall be adjusted so as to reflect such withdrawal.

     11.18. Each Party states and guarantees that (i) it has the necessary power
     and authority to hire and comply with the duties and transactions
     established by the Agreement and its Addendums, and (ii) the execution,
     delivery and compliance of the Agreement and the accomplishment of the
     transactions set forth by the Agreement have been duly authorized, in
     accordance with the necessary proceedings of the respective Party.

12. TWELFTH CLAUSE - CONFIDENTIALITY.

     12.1. As result of the access they have had and which the Parties may have
     to Confidential Information of the other Party, as defined in 12.6 below,
     the Parties reciprocally agree to the following:

     a)        Not to allow access to Confidential Information of the other
               Party by third parties which are not their managers, employees,
               representatives, agents or advisers, which have agreed to a
               written commitment containing confidentiality requisites
               substantially and reasonably comparable to those presented in
               this clause, and to these people just in whatever necessary
               measure to allow the execution of the object of this Agreement.

     b)        Not to use any of the Confidential Information, except for the
               purposes set forth in this Agreement and/or other agreements
               entered into between the Parties; to keep the highest
               confidentiality possible, regarding the received confidential
               Information, including rigorously watching over it, so that there
               is no circulation of copies, e-mails, faxes or other means of
               communication, either private or public, about the confidential
               Information, besides what is strictly necessary for complying
               with this Agreement.

     12.2.The Parties acknowledge that it is not considered infraction to the
     provisions of item 12.1.above cases in which:

     a)        The information is made available to the general public through
               means that do not arise form its disclosure by the Parties or
               their respective shareholders/quotaholders, controlled or
               controlling companies of their respective
               shareholders/quotaholders, representatives, employees or
               advisors;

     b)        The disclosure is demanded by a national or international
               Governmental Authority, including by the Security Exchange
               Commission- SEC, under the penalty of non-compliance and other
               penalty being featured. In such assumptions, the material to be
               disclosed shall be the object of all applicable governmental or
               judicial protection, and the Party which has to disclose such
               information shall notify the other Party previously to the
               disclosure;



                                       11
<PAGE>

     c)        The disclosure is previously authorized by the other Party, in
               writing;

     d)        It is lawfully known or independently developed the Receiving
               Party; and

     e)        It is lawfully obtained from any third parties under no
               confidentiality duty.

     12.3. The Parties shall instruct all those to whom they supply access to
     Confidential Information from the other Party about the secrecy duty and
     about the need not to disclose the obtained information.

     12.4. The Parties shall remain obliged to keep and to maintain the
     strictest secrecy regarding the Confidential or Privileged Information,
     obtained by virtue of the execution of this Agreement, for a (3) three-year
     term, counted as of its termination and its eventual extensions.

     12.5. Violation of the provisions set forth in items 12.1 to 12.4 above or
     the non-compliance with the confidentiality duties set forth in this
     instrument, shall subject the infringing Party to refund all the losses
     incurred by the damaged Party due to such violation, being such
     indemnification exclusively limited to the evidenced direct damages
     suffered by the damaged Party as a result of the non-compliance of the
     confidentiality duties herein agreed upon.

     12.6. It is understood by "Confidential Information" each and every
     information that is disclosed or made available from one Party ("Revealing
     Party") to the other ("Receiving Party"), related to their businesses and
     operations, made available throughout the negotiations or along the term of
     this Agreement and its respective Addendum(s), at any title, including, but
     not limiting: personal data and traffic contents via e-mails of the
     Contracting Party's clients and/or users, transmitted through the services
     herein hired, statistic data, besides all and any data and/or reports
     furnished by the Parties, data which involve design of products, sales,
     invoices, information about the Parties<180> clients and suppliers and
     other non-published financial information, planning of products and
     businesses, plans, the Revealing Party's relationship with its clients,
     employees, service providers and suppliers, technological processes,
     formulae, source codes, with no loss to eventual patents and any support
     data supplied by the Parties for the accomplishment of the present
     Agreement and its Addendum(s).

13. THIRTEENTH CLAUSE - PROJECT MANAGEMENT

     13.1. The Contracted Party shall appoint within fifteen (15) days, counted
     as of the execution of this Agreement, a support team dedicated to the
     Contracting Party, which will be responsible for supervising the service
     rendering set forth in this Agreement and in its Addendums and the
     relationship between the Parties. Such a support team will be formed by an
     Accounts Manager and a Project Manager (each one subject to the Contracting
     Party's approval) who (i) will be responsible for the building, maintenance
     and operation of the network's infrastructure, (ii) will have the daily
     authority to take necessary steps for assuring the Contracting Party's
     satisfaction towards the service set forth in this Agreement and in its
     Addendums and (iii) will be responsible for assuring the performance of the
     duties herein agreed upon on the part of the Contracted Party. The people
     who integrate such a support team will be the first contact point for the
     Contracting Party.

14. FOURTEENTH CLAUSE - JURISDICTION

     14.1. It is hereby elected the central court of the County of Sao Paulo to
     settle queries that may eventually arise regarding the execution of the
     present Agreement, with express waiver of any other, privileged as it may
     be.


                                       12
<PAGE>

In witness whereof, the Parties execute the present Agreement in three (03)
counterparts of equal form and content, in the presence of two (02) witnesses,
committing, either in court or out of court, itself and its successors.



                                                 Rio de Janeiro, March 31, 2003.



TELEMAR NORTE LESTE S.A.


/s/ ABEL AMARAL CAMARGO, JR.
--------------------------------------
ABEL AMARAL CAMARGO, JR.
SALES MANAGER


AOL DO BRASIL LTDA


/s/ EDSON PAVO
--------------------------------------
EDSON PAVO
LEGAL DIRECTOR




WITNESSES:


/s/ MARIANA UEMURA SAMPAIO
--------------------------------------
1:Mariana Uemura Sampaio

/s/ RICARDO FONZAGHI
--------------------------------------
2:Ricardo Fonzaghi


AOL DO BRASIL LTDA


--------------------------------------


--------------------------------------




                                       13
<PAGE>

ADDENDUM TO AGREEMENT No. CO/TELEMAR/UMA/SIP/0001-2003 ("Agreement")

TC DIAL IP SERVICE - MODALITY EXCLUSIVE

                                   ADDENDUM No. 01 ENTERED INTO BETWEEN AOL
                                   DO BRASIL  LTDA.  AND TELEMAR  NORTE LESTE
                                   S.A.

THE PARTIES:

The parties to the present Agreement are:

CONTRACTING PARTY: AOL DO BRASIL LIDA, a limited liability company, with its
main place of business at Avenida Industrial 600 - 2. floor, in the town of
Santo Andre, State of Sao Paulo, enrolled in the National Registry for Legal
Entities (CNPJ/MF) under n. 03.032.579/0001-62, in this act represented pursuant
to its Articles of Association, hereinafter simply called CONTRACTING PARTY, and

CONTRACTED PARTY: TELEMAR NORTE LESTE S.A., a publicly-held corporation, with
its main place of business in the city of Rio de Janeiro, State of Rio de
Janeiro, at Rua General Polidoro, 99 - 5. floor, Bairro Botafogo, enrolled in
the National Registry for Legal Entities (CNPJ/MF) under n degrees
33.000.118/0001-79, in this act represented pursuant to its Articles of
Association, hereinafter simply called CONTRACTED PARTY.

WHEREAS the highlighted terms and expressions, written with initial capital
letters, shall have the meaning to them attributed in this Addendum or in
Exhibit A to this Addendum,

The Parties AGREE to the following:

1. FIRST CLAUSE - THE OBJECT

         1.1.     The present Addendum has as its object the rendering of
                  services by the Contracted Party, necessary for the
                  installation and continued availability of the Dialed IP
                  Connections for the Contracting Party's specific applications
                  in Region I of the General Plan of Granting (GPG) approved by
                  Decree 2534/98, service hereinafter called TC DIAL IP (the
                  "Services").

         1.2.     TC DIAL IP, in its modality EXCLUSIVE, object of this
                  Agreement, shall be performed in accordance with the service's
                  characteristics, described in this Addendum and in its
                  Exhibits.

                  1.2.1.   TC DIAL IP Service includes the supply, by the
                           Contracted Party, of telecommunications
                           infra-structure necessary for providing access to the
                           Internet, in narrow band (i.e., through dialed access
                           also called "dial up"), through the installation and
                           continuous availability of dialed IP connections in
                           the modality EXCLUSIVE (hereinafter simply called
                           "Access Ports").

         1.3.     The Contracting Party shall make use, to supply the TC DIAL IP
                  Service, of its infrastructure, which it administers in order
                  to provide dialed IP connection which shall allow the Users to
                  have access to the Internet and to the Contracting Party's
                  Content, pursuant to the terms of item 12.1. The localities of
                  Region I of the GPG, where the Contracted Party has
                  infra-structure to supply TC DIAL IP Service, on this date,
                  are listed in Exhibit 1.4. in this Agreement (List of
                  Localities).

         1.4.     The number of Access Ports contained in Exhibit 1.5
                  (Distribution of Access Ports per Locality) shall be enlarged
                  or upon Contracting Party's request, at its discretion,
                  provided that such request is made in writing, in accordance
                  with the terms of Exhibit 2.20 to the present Addendum. In
                  case of increase, there shall be no alteration in the unit
                  price and in the other commercial and contractual conditions
                  applicable to the new Access Ports.

         1.5.     It is forthwith agreed that local connection telephone numbers
                  shall be made available by the Contracted Party for the
                  Contracting Party's local connection.

         1.6.     Without incurring in the payment of any fines and/or
                  indemnifications, the Contracting Party can, at any time,
                  during the validity of this Addendum, request the cancellation
                  of any Access Port or related service, with a previous notice
                  of at least thirty (30) days of to the Contracted Party, being
                  the modularity applicable to the equipment respected; it
                  forthwith agrees to comply with such cancellation order in the
                  said period of time, without additional costs for the
                  Contracting Party.




<PAGE>

2. SECOND CLAUSE - CONTRACTED PARTY'S DUTIES

         2.1.     To supply, install and configure the equipment and the access
                  system necessary for providing TC DIAL IP Service.

         2.2.     To adequately dimension its Network so as to guarantee the
                  quality criteria set forth in this Addendum and in its
                  Exhibits. The Services shall meet or exceed the performance
                  standards identified in Exhibit 2.4(ii) to the present
                  Addendum (such performance standards are jointly called
                  "Service Levels"). With no prejudice to the Contracting
                  Party's other prerogatives, if the Contracted Party fails to
                  attend any Service Level, the Contracted Party shall, with no
                  additional cost for the Contracting Party:

                  2.2.1.   investigate and report the causes for the problem;

                  2.2.2.   advise the Contracting Party about the measures which
                           are being taken to solve such problems;

                  2.2.3.   correct the problem for the Service Levels to be
                           attended to, as soon as possible; and

                  2.2.4.   adopt preventive adequate measures to prevent the
                           re-incidence of the problem.

         2.3.     Provide connectivity of the dialed accesses to the CFAS
                  (Commuted Fixed Access Service).

         2.4.     Provide TC DIAL IP Service pursuant to the terms and
                  conditions of technical specifications required by the
                  Contracting Party, as set forth in Exhibit 2.4(i) (Technical
                  Specifications of Equipment and Services), strictly complying
                  with quality and availability criteria and parameters of
                  described in Exhibit 2.4(ii) (Quality Criteria), which
                  includes making available to the Contracting Party the
                  managerial reports described in Exhibit 2.4(iii) (Online and
                  Offline Managerial Reports).

         2.5.     The requested Increase of the number of Access Ports shall be
                  implanted, as described in Clause 1.4.

         2.6.     Maintain TC DIAL IP Service in full adequate operation, in
                  order to assure its operation twenty-four hours (24) a day,
                  seven (7) days a week, except for the preventive maintenance
                  periods, which shall be communicated with a minimum advance of
                  seventy-two (72) hours. In the cases when communication is not
                  technically viable, in the period of time described above, the
                  communication will be accepted with a minimum advance of
                  forty-eight (48) hours. In period in which TCDIAL IP Service
                  is out of operation the Contracted Party is not exempt from
                  complying with other procedures agreed upon in the present
                  Addendum.

         2.7.     Provide technical, preventive and corrective maintenance and
                  provide support for the solution of problems and of failures
                  in Contracted Party's equipment used to provide TC DIAL IP
                  Service, within the term set forth in Exhibits 2.4(ii) and
                  2.15 and in item, 2.13 below. For such, the Contracted Party
                  shall keep work teams and technical maintenance twenty-four
                  (24) hours a day, seven (7) days a week, pursuant to the terms
                  of Exhibits 2.4(ii) and 2.15.

         2.8.     Inform the Contracting Party of new localities of Region I of
                  the GPG in which TC DIAL IP Service will become available, at
                  least thirty (30) days prior to the date established for the
                  release of such availability, noting that the supply terms and
                  conditions set forth in this Addendum shall be applied to such
                  new localities.

         2.9.     Inform the Contracting Party, in writing, within the maximum
                  term of thirty (30) days, counted as of the receipt date of
                  the Request for New Localities (a) whether or not it wishes to
                  make TC DIAL IP Service available, under the conditions of the
                  present Addendum and its Exhibits, being respected the amounts
                  of Access Ports contained in the Request for New Localities;
                  and (b) about the necessary term for the implantation, which
                  shall be technically evidenced, whenever requested by the
                  Contracting Party. For the purposes of the present Addendum,
                  the Contracted Party's omission within the thirty-day term or
                  the absence of the aforementioned technical grounds shall
                  represent express waiver to the right of supplying TC DIAL IP
                  Service in the localities in question.

         2.10.    Make the TC DIAL IP Service available to the Contracting Party
                  in all the localities assisted for such service, pursuant to
                  the terms of the present Addendum and its Exhibits.



                                       2
<PAGE>

                  2.10.1.  The localities assisted by such TC DIAL IP Service
                           are those listed in the Exhibit 1.4 and others which
                           may eventually be informed, in accordance with item
                           2.8 above.

         2.11.    Keep the blockage of return calls in all access trunks that
                  are part of the TC DIAL IP Service, object of this Addendum,
                  being clear that the Contracted Party shall directly and
                  exclusively bear all any costs of such calls, in case they
                  occur, forthwith exempting the Contracting Party from any
                  liabilities related to such calls.

         2.12.    Whenever problems occur that make the supply of TC DIAL IP
                  Service unviable and which result in discontinuance and/ or
                  unavailability of the full use of the Service by the
                  Contracting Party, the Contracted Party shall solve such
                  problems within the maximum term set forth in Exhibit 2.4(ii),
                  in order to guarantee the availability standard, with no
                  prejudice to other provisions contained in the Exhibits.

         2.13.    If in such a term no solution is found for such problems
                  caused by and/or which are of the Contracted Party's
                  responsibility, than the Contracted Party shall pay the
                  Contracting Party, until the thirtieth (30th) day of the
                  subsequent month in which such problems occurred, the amount
                  resulting through the application of the following formula:

                       PIF       n
                  C = ------ X [Sigma]   (NINDi X TI)
                       1440     i=1
         where

         C is the credit due as result of service discontinuance in certain
         localities in the respective month (in R$);

         PIF is the price in force (in R$) of the Access Port pursuant to this
         Agreement;

         n is the number of localities in which service outage occurred in the
         respective verification month.

         NIND is the number of unavailable access ports per locality in the
         month of the discontinuance.

         TI is the amount of thirty-minute periods of discontinuance rounded up
         to the next whole number.

For such a purpose, localities in which such discontinuances have been requested
by the Contracting Party or in which duly programmed preventive maintenance took
place will not be considered.

                  2.13.1.  Should the problems described in item 2.13 above last
                           for a period equal or superior to one hundred and
                           twenty (120) consecutive hours, in a same locality,
                           than the Contracted Party shall pay the penalty
                           described in item 2.13 above to the Contracting
                           Party, and, additionally, a fine calculated pursuant
                           to the formula below:

                        n
         F=2 X PIF X [Sigma] NI
                       i=1
         where

         F is the penalty amount, in R$, for all the localities in which a
         service outage of Access Ports occurred for a period equal or superior
         to one hundred and twenty (120) consecutive hours in one month;

         PIF is the price in force (in R$) for each Access Port pursuant to this
         Agreement;

         NI number of Access Ports with service outage in a period equal or
         superior to one hundred and twenty (120) consecutive hours in the same
         locality;

         n is the number of places in which service outages occurred in the
         respective month.

For such a purpose, localities in which such discontinuances have been requested
by the Contracting Party or in which duly programmed preventive maintenance took
place will not be considered.

                  2.13.1.1. In situations described in item 2.13.1 above, the
                            Contracted Party shall exert its best efforts to
                            re-establish the Services in the minimum term
                            possible, including through third parties'
                            resources, whenever they are available,
                            guaranteeing, whenever technically possible, the
                            maintenance of the telephone numeration already used
                            by the Contracting Party.



                                       3
<PAGE>

                  2.13.2.   Exhibit 2.4(ii) contains the description of the
                            quality parameters, of availability and service
                            level (SLA) to which the additional penalties set
                            forth in Exhibit 2.4(ii) are also applicable to the
                            Contracted Party.

         2.14.    To comply with and respect all operational procedures
                  described in Exhibit 2.15 (Flow of Operational Procedures).

         2.15.    The Contracted Party commits never to collect, analyze, stock
                  and/or make use of any information (except for ticketing
                  and/or certification purposes, by the Contracting Party) of
                  the Contracting Party's Users who navigate making use of the
                  TC DIAL IP Service, including, but not limiting to: names,
                  commercial and residential addresses, logins, e-mails, Web
                  pages, used Internet services, etc.

                  2.15.1.  The Contracted Party further commits to keep in full
                           confidentiality each and any information of
                           Contracting Party's Users who make use of the TC DIAL
                           IP Service, as well as to take all the necessary
                           steps (including through the implementation of
                           adequate security measures) to prevent third parties
                           from having access to any information of the
                           Contracting Parties' Users.

3. THIRD CLAUSE - CONTRACTING PARTY'S DUTIES.

         3.1.     To certify and validate access OF Contracting Party's Users to
                  the Internet and to the Contracting Party's Content.

         3.2.     To create and generate all the maintenance systems and create
                  the necessary passwords and access codes so that Users can use
                  its Services.

         3.3.     The Contracting Party shall be the sole responsible for the
                  relationship with the final consumer of its services,
                  including marketing and sales, system and charging of
                  subscriptions and any contact with the final consumers of such
                  services (Central of Services), as well as for the programming
                  part (Content, programming, services, information,
                  entertainment, etc.), exempting the Contracted Party from any
                  liabilities arisen from problems related to such activities,
                  as well as for any responsibility with respect to assistance
                  to final consumers of services rendered by the Contracting
                  Party.

         3.4.     To effect the payment due for services rendered by the
                  Contracted Party, in the form, time and conditions set forth
                  in this Addendum.

         3.5.     Inform the Contracted Party, in writing, ("Request for New
                  Locality"), whenever it wishes to hire the Service, object of
                  the present Addendum, in a new locality which is not currently
                  provided with the Contracted Party's Network.

4. FOURTH CLAUSE - PRICE

         4.1.     For the TC DIAL IP Service provided, the Contracted Party
                  shall receive from the Contracting Party the payment detailed
                  in Exhibit I to this Addendum. Amounts related to Ports which
                  had not been (a) requested by the Contracting Party, pursuant
                  to Exhibit 2.20; and (b) accepted by the Contracting Party, in
                  accordance with the terms of the Final Acceptance contained in
                  Exhibit 2.20; may not be charged by the Contracted Party and
                  are not due by the Contracting Party.

         4.2.     All the prices due, under this Agreement shall be charged in
                  REAIS (R$) through a collection document addressed to:

                        Diretor de Operacos de [Operations Director]
                        AOL Brasil
                        Av. Industrial, 600 - 2o.andar
                        Santo Andre - SP CEP 09080-500

5. FIFTH CLAUSE - DELIVERY AND ACCEPTANCE OF ADDRESSES.

         5.1.     The Contracting Party can accept or reject Access Ports, as
                  set forth in Exhibit 2.20 to this Agreement.

         5.2      The Contracted Party acknowledges that is of major importance
                  to the efficient rendering of the TC DIAL IP Service the
                  compliance with the terms of the "Implantation Time Schedule"
                  and others terms related



                                       4
<PAGE>

                  to the installation of the Access Ports jointly agreed by the
                  Parties, in order to enable the implementation, pursuant to
                  this Addendum and its Exhibits, of the rendering of TC DIAL IP
                  Service.

         5.3      The Contracted Party will be considerate in default (as
                  provided in item 7.1 (ii)) in case of non-compliance of the
                  terms set forth in the Implantation Time Schedule as a result
                  of act or fact not attribute to the Contracting Party for the
                  activation of Access Ports in an amount superior to 10 % (ten
                  percent) of the total aggregated amount of Access Ports..

         5.4      In case the (i) terms provided in the Implantation Time
                  Schedule and (ii) other terms regarding the installation of
                  Access Ports provided in the exhibits to this Addendum are not
                  comply with, than t the Contracted Party shall pay to the
                  Contracting Party the penalty fee described hereinbelow (in
                  which case the limitation of 10% (ten) percent provided in
                  item 5.3 above shall not apply):

                  5.4.1    In case of delay in the activation of Access Ports,
                           not superior than 30 days, the Contracted Party shall
                           pay a daily penalty fee to the Contracting Party in
                           the amount of R$ [**] ([**]REAIS) for each non
                           activated Access Port until the date of the effective
                           activation of each ports or until the 30 delay day of
                           activation, prevailing the date that occurs first.

                  5.4.2    In case of delay in the activation of Access Ports,
                           superior than 30 days, the Contracted Party shall pay
                           a daily penalty fee to the Contracting Party in the
                           amount of R$ [**] ([**]REIAS) for each non activated
                           Access Port, from the 31(0) delay day, until the day
                           of the effective activation.

         5.5      The Contracted Party agrees to promptly inform the Contracting
                  Party about the potential delay of any the activation of
                  Access Port.

         5.6      With respect to the installation of Access Ports provided in
                  Exhibit 1.5 to this Addendum, the determinations of items 5.2
                  to 5.5 above will only be applicable in case of activation
                  delay superior than 120 days counted from the date in which
                  this Addendum is signed. In case the Contracted Party does not
                  delivery a minimum of 95 % of the ports provided in Exhibit
                  1.5 to this Addendum within 60 days counted from July, 1,
                  2003, than the Contracted Party shall pay a penalty fee
                  equivalent to [**] times the monthly cost for each port
                  (excluded taxes levied thereon) multiplied by the total number
                  of ports provided in Exhibit 1.5, but limited to the total
                  amount of R$ [**] ([**] REAIS).

6. SIXTH CLAUSE - VALIDITY TERMS

         6.1.     The present Addendum shall be in force on the date of its
                  execution, being the validity term of this Addendum of
                  thirty-six (36) months, counted as of its execution date
                  ("Validity"), having the Contracting Party the option to
                  extend this Addendum for three (03) equal successive periods
                  of twelve (12) months, through notification to the Contracted
                  Party with at least thirty (30) days prior to the expiration
                  of the Validity or of any of its extensions.

                  6.1.1.   The Exhibits to the present Addendum already include
                           all the Access Ports supplied by the Contracted Party
                           to the Contracting Party under each and any agreement
                           or addendum in force on this date between the
                           Contracting Party and the Contracted Party, related
                           to TC DIAL IP Service by the Contracted Party.

7. SEVENTH CLAUSE - TERMINATION

         7.1.     Apart from cases specifically provided for in other clauses of
                  this Addendum, any of the Parties can legally terminate the
                  present Addendum, with no liens, independently of any judicial
                  or extra-judicial notification and through a simple
                  notification, in writing, to the other Party, in case the
                  other Party:

                  (i)      transfers to third parties, wholly or partially, its
                           rights and duties stemming from this Addendum,
                           besides the assumptions set forth in the Agreement or
                           in this Addendum, without the previous written
                           consent of the other Party; and

                  (ii)     fails to comply with the duty set forth in this
                           Addendum and/or its Exhibits, fault which is not
                           corrected within a (60) sixty-day term subsequent to
                           the notification from the other Party.



                                       5
<PAGE>

         7.2.     The Parties expressly agree and forthwith accept that the
                  Party ("Infringing Party") that gives rise to the termination
                  of the present Addendum previously to the final term of this
                  Addendum, in the assumptions set forth in item 7.1. above,
                  shall be subject to the payment of compensatory penalty to the
                  other Party ("Innocent Party"), within a (5) five-day term,
                  counted as of the termination date.

         The compensatory penalty herein determined shall be calculated through
the application of the following formula:

                  F = V x NP x MM
         where:

         F = penalty amount to be paid by the Infringing Party to the Innocent
         Party;

         V = Price per Access Port in force by the time of the termination of
         infra-structure and hired services supply.

         NP = Number of Access Ports active in the month previous to the
         termination month of this addendum;

         MM = Number of missing months till the expiration of the present
         Addendum.

         7.3.     Assistance in the Transference. In any situation of
                  termination caused by the Contracted Party and at the
                  expiration of this Addendum, before the expiration of the
                  validity period of the present Addendum, the Contracted Party
                  shall keep supplying the Services rendered to the Contracting
                  Party, pursuant to the terms of this Addendum and of its
                  Exhibits, pursuant to the same conditions agreed upon, for the
                  minimum term of ninety (90) days, at the Contracting Party's
                  exclusive discretion, as of such termination date, with no
                  prejudice to payment obligations due with respect to such
                  services, as set forth in the present Addendum and in its
                  Exhibits, and of payment of penalty, if it is the case,
                  pursuant to item 7.2.

         7.4.     In case of expiration or termination of this Addendum, the
                  Parties commit to stop using and to return to the respective
                  Party any existing confidential information belonging to the
                  other party and related to this Addendum and its Exhibits, as
                  well as any codes, accesses or addresses supplied by both the
                  Parties.

8. EIGHT CLAUSE - FORCE MAJEURE

         8.1.     None of the Parties shall be considered in default of its
                  duties set forth in the Agreement or in this Addendum if and
                  provided that its performance is directly or indirectly
                  prevented or delayed by Acts of God and/or force majeure
                  events, as set forth in the Brazilian Civil Code (hereinafter
                  any of such events shall be called "Force Majeure Event").
                  Notwithstanding what has been detailed herein, if Contracted
                  Party's suppliers fails to comply with its duties taken over
                  in the letter's agreement with the Contracted Party, this
                  shall not constitute a Force Majeure Event for the Contracted
                  Party, unless such fault, on the part of the supplier, is
                  caused by a Force Majeure Event.

         8.2.     Concerning any Force Majeure Event, the damaged Party shall
                  not be compelled to comply with its duties, then affected
                  during the period through which such circumstances remain, and
                  such Party shall exert its best efforts to resume its
                  performance, as soon as possible. Any Party, whose performance
                  is prevented or delayed by the Force Majeure Event shall
                  forthwith notify the other Party through telephone contact (to
                  be confirmed in writing in up to two (02) weekdays as of the
                  outset of such delay) and describe in detail the Force Majeure
                  Event. In so far as one Party can reasonably foresee that it
                  will be affected by a Force Majeure Event, such Party shall
                  immediately notify the other Party of such foreseen delay and
                  describe, in as much detail as possible, the force Majeure
                  Event.

         8.3.     If a Force Majeure Event prevents or delays the Contracted
                  Party's performance for more than thirty (30) consecutive
                  days, then, the Contracting Party can hire any third parties
                  for the services set forth in this Addendum, without incurring
                  in any fines or penalties, being ascertained that, subsequent
                  to that discontinuance of the service providing by the
                  Contracted Party, the Contracting Party commits to restore the
                  provisions of this Addendum and its Exhibits in up to thirty
                  (30) consecutive days.

9. NINTH CLAUSE - MISCELLANEOUS.

         9.1.     The Contracted Party bears no responsibility whatsoever for
                  the undue use of the TC DIAL IP Service by any of the final or
                  third party's users.

         9.2.     The Exhibits mentioned hereinbelow, initialed by the Parties,
                  integrate this Addendum for legal purposes.



                                       6
<PAGE>

         9.3.     This Addendum constitutes the full agreement between the
                  Parties, related to the subject matter in question, replacing
                  each and any document produced about the same subject. Each
                  and any modification, alteration or addendum to the present
                  Addendum shall only be valid if performed through a written
                  document, signed by all the Parties.

                  9.3.1.   Activation or deactivation of the TC DIAL IP Service
                           by the Contracted Party, stemming from the
                           Contracting Party's written request shall be
                           considered an automatic addendum to the present
                           Addendum, particularly its Exhibits 1.4 and 1.5.

         9.4.     In case of any divergence between the present Addendum and any
                  of its Exhibits, the provisions of this Addendum shall always
                  fully prevail.

         9.5.     Each Party states and guarantees that (i) it has the necessary
                  power and authority to hire and comply with the duties and
                  transactions described in the Agreement and in the present
                  Addendum and (ii) the execution, the delivery and the
                  compliance with the Agreement and the present Addendum and the
                  accomplishment of the transactions described by the Agreement
                  and the present Addendum have been duly authorized in
                  accordance with the necessary procedures of the respective
                  Party.

         9.6.     In case any of the terms of this Agreement or of this Addendum
                  eventually conflict with the law under which the Agreement and
                  this Addendum are constituted or if any of the terms herein
                  set forth is considered invalid by a court with jurisdiction
                  over both the Parties, the rest of the Agreement or of this
                  Addendum shall remain in full validity. In case the invalidity
                  of the said terms prevents the compliance of the fundamental
                  purpose of this Agreement, the Contracted Party and the
                  Contracting Party shall forthwith start negotiations in good
                  faith to refund the affected Party of such a fact of the value
                  (either cash or in services) equivalent to the amount that
                  such Party would have received in case such terms had not been
                  considered invalid.

         9.7.     In the assumption that the Contracted Party is forbidden to
                  provide the services hired by the present instrument, by order
                  of the National Agency of Telecommunications (ANATEL),
                  provided that such a prohibition had not stemmed from acts of
                  the Contracted Party's responsibility, including, but not
                  limiting, failing to comply with the present concession
                  agreement or by virtue of any modification in the applicable
                  legislation in force, the present instrument shall be
                  forthwith terminated through the Contracted Party's written
                  notice to the Contracting Party, informing that it shall be
                  immediately terminated. The Agreement's termination for such a
                  reason, even if on the grounds of acts of the Contracted
                  Party's responsibility shall not provide any of the parties
                  with any right to indemnification, reparation and/or
                  compensation and the Contracted Party shall have to exert its
                  best efforts to assure the continuity of the hired service.

         9.8.     Except for the cases where the previous liberation to the
                  other Party is impossible by law, none of the Parties shall
                  issue any notices to the press, advertisements and marketing
                  material, advertising or other promotional materials related
                  to the Agreement or to the present Addendum or that make
                  reference to the other Party or to its commercial names,
                  trademarks or service marks without the previous written
                  authorization of the other Party, which shall not be denied or
                  put off without feasible reasons.

                  9.8.1.   Notwithstanding the aforedetailed, (i) any of the
                           Parties can issue press releases and other notices,
                           as requested by the United States Securities and
                           Exchange Commission, without the other Party's
                           authorization, and (ii) the Contracting Party can
                           issue press releases solely mentioning the existence
                           of this Addendum, without the Contracted Party's
                           authorization.

         9.9.     All the notices, requisitions, demands and determinations
                  under this Agreement (except for communications of operational
                  routine and the ones hereby specified) shall be in writing and
                  shall be considered as having been properly delivered (i) when
                  delivered in hand, (ii) one (01) weekday after having been
                  handed over to an express mail service, with a reliable
                  monitoring system of delivery, (iii) four (04) weekdays after
                  the postage day when sent by mail, registered letter, with
                  compulsory receipt, pre-paid stamping and addresses, as
                  follows:


                                       7
<PAGE>


<TABLE>
<CAPTION>

<S>                                                                   <C>
              FOR THE CONTRACTING PARTY:                              FOR THE CONTRACTED PARTY

                   AOL BRASIL LTDA.                                          COPIES TO:

Av. Marginal do Rio Pinheiros, 5200 - Ed. Philadelphia
 - 2o. andar - CEP 05693-000 - Sao Paulo - SP - Brasil
        Attn: Diretor Juridico [Legal Director]
                Fax: +55 (11) 3759 7401

                   AOL BRASIL LTDA.

Av. Marginal do Rio Pinheiros, 5200 - Ed. Philadelphia
 - 2o. andar - CEP 05693-000 - Sao Paulo - SP - Brasil
   Attn: Diretor de Operacoes [Operations Director]
                Fax: +55 (11) 3759 7401

</TABLE>

         The Parties forthwith agree that the above addresses can be altered
provided that one Party gives the other previous notice of this new address and
the date when it will become effective.

         9.10.    Nothing herein contained shall be interpreted as creation of
                  any representation, partnership or any other type of company
                  formation between the Parties.

         9.11.    The Parties make themselves responsible for the payment of
                  salaries and other labor duties, of social security and social
                  contributions related to their employees, related to the
                  Services to be provided, responsibility which falls fully to
                  the respective Party. Besides, each Party assumes full labor
                  responsibility for their personnel, including social, social
                  security, death, administrative, disciplinary, fiscal and/or
                  civil, being such Party considered the sole employer, there
                  being no connection between its employees or representatives
                  with the adverse Party.

                  9.11.1.  In case any complaints or judicial claims are filed
                           against one of the Parties by an employee, director,
                           ex-employee or ex-director of the Adverse Party, due
                           to its functions related to this agreement, such
                           adverse Party agrees to substitute the other Party as
                           defendant in such a complaint or claim. In case this
                           substitution is unfeasible, the adverse Party agrees
                           to refund the other Party for any expenditures
                           (including attorneys' fees for loss of suit)
                           incurred by such Party in the filed complaint or
                           claim.

         9.12.    The Parties forthwith agree that any duties that remain in
                  force after the termination, the cancellation or the
                  expiration of this Agreement, of this Addendum and its
                  Exhibits shall survive and remain in force, as expressly set
                  forth in this Addendum or in its Exhibits.

         9.13.    Both the Parties shall act in compliance with all the laws and
                  regulations which are relevant to its respective performance,
                  pursuant to this Agreement and/or this Addendum. The
                  Contracted Party shall not collect, sue, file or reveal any
                  personal data related to the Contracting Party's members.
                  Besides, the Contracted Party shall not violate the
                  communication secrecy of the Contracting Party's users and
                  final consumers, via services.

         9.14.    The Parties agree that they shall not use the names, logotypes
                  or trademarks of the other Party or of its Affiliates, without
                  the previous written consent of the latter.

         9.15.    No omission or delay of any of the Parties in performing any
                  of the rights herein contained shall be considered as waiver
                  or renewal, nor can any isolate or partial performance of any
                  right herein set forth, prevent any future or ampler
                  performance of such right or of any other right.

         9.16.    As of December 31, 2005, any hiring of services contained in
                  this Addendum (or other services with equivalent
                  functionality, independently of the used nomenclature), in
                  Region I of General Plan of Granting (GPG) according Decree
                  Law 2.534, April 2, 1998, by the Contracting Party will be
                  always made with the Contracted Party except: (a) in the
                  assumption set forth in Clause Eighth of the



                                       8
<PAGE>

                  Agreement, related to price revision where the Contracted
                  Party refuses its pre-emptive right for new hiring or (b)
                  whenever there is express refusal on the part of the
                  Contracted Party, pursuant to the present Addendum and its
                  Exhibits or yet, (c) in the localities where the Contracted
                  Party does not comply with the minimum standards of quality
                  and other necessary technical conditions, pursuant to the
                  terms of this Addendums and respective Exhibits.

         9.17.    Non-compliance with the pre-emptive right set forth in Clause
                  9.16 above, by the Contracting Party shall imply in the
                  payment of compensatory penalty to the Contracted Party
                  proportional to the remaining period until the Agreement's
                  expiration, to be calculated as follows:

                           F  = V X MM/N, where:

         V = R$ [**], readjusted every twelve (12) months, counted as of the
         execution date of this Agreement by applying the variation of the
         IGP/DI of the Getulio Vargas Foundation, and, in case of extinction of
         such index, the official index that will eventually replace it shall be
         applied.

         MM = Number of the missing months for the expiration of the present
         Addendum.

         N = Number of months between January 1, 2006 and the expiration of this
         Addendum.

10. TENTH CLAUSE - JURISDICTION AND APPLICABLE LAW

         10.1.    The present Agreement shall be governed by the Brazilian Law.

         10.2.    The Parties elect the central court of the city of Rio de
                  Janeiro to settle eventual controversies stemming from this
                  Addendum and its Exhibits.


         In witness whereof, they sign the present Addendum in three (03)
counterparts of equal form and content in the presence of the witnesses below:


Rio de Janeiro, August, 27,  2003.



TELEMAR NORTE LESTE S.A.



/s/ ABEL AMARAL CAMARGO JUNIOR
-----------------------------------------
Name: Abel Amaral Camargo Junior
Position: Manager Sales



AOL DO BRASIL LTDA



/s/ EDSON PAVAO
-----------------------------------------
Name: Edson Pavao
Position: Legal Director



/s/ MARIANA SAMPAIO
-----------------------------------------
Name: Mariana Sampaio
Position: Manager Legal


                                       9
<PAGE>

EXHIBIT A - DEFINITIONS

         FOR THE PURPOSES OF THE PRESENT ADDENDUM, BESIDES THE DEFINITIONS SET
FORTH IN THE OTHER ITEMS, THE FOLLOWING TERMS AND EXPRESSIONS MEAN:

         "SERVICE AREAS" means the Initial Service Areas and the Additional
         Service Areas.

         "ADDITIONAL SERVICE AREAS" shall mean any localities, besides the
         Initial Service Areas, requested, from time to time, by the Contracting
         Party and to which the Contracted Party accepts to offer dial-up
         service, object of this Addendum.

         "INITIAL SERVICE AREA" means the localities listed in Exhibit 2.21 of
         this Addendum.

         "AFFILIATE" means, concerning one of the Parties, any other controlling
         or controlled entity or an entity under common control or entities
         belonging to the same economic group. Regarding the Contracting Party,
         an "Affiliate" also means any entity which operates or distributes or
         is authorized to operate and distribute AOL service.

         "AOL SERVICE" means an interactive service containing trademarks which
         are owned or controlled by the Contracting Party or an Affiliate of the
         Contracting Party, or using the whole or a portion of the Contracting
         Party's network or of an Affiliate of the Contracting Party or support
         systems.

         "EXTRA EXPENSES" means direct verified actual expenses incurred by one
         Party (including direct costs of structure and operations), but
         excluding the general costs of that Party (or allocations thereof),
         administrative expenses and other exclusive expenses that could have
         been reasonably avoided or that could have been reasonably recovered by
         that Party.

         "ANATEL" means National Agency of Telecommunications. It means a set of
         information and services offered by the Contracting Party and placed at
         disposal for consultation and use by its users, subscribers and
         visitors.

         "INTERNET" means a world net which gathers, connects and interconnects
         several computer nets, making use of TCP/IP protocol, controlled in
         Brazil by the Management Committee and abroad by ICANN.

         "GPG" means the General Plan of Granting approved by Decree n degrees
         2.534 of April 2, 1998.

         "IP NETWORK" means the Contracted Party's IP network, an integrant part
         of the Internet network.

         "NETWORK" or "NETWORK" means the set of equipment for communication and
         data processing between computers, servers and other equipment.

         "CFAS" means the Commuted Fixed Access Service.

         "TAXES" means each and every tax, fees, compulsory loans and
         contributions, including but not limiting to the contributions to PIS
         [Program of Social Integration] and COFINS [Contribution for Financing
         Social Security], among other taxes, related to this Agreement and
         imposed by the applicable legislation.

         "USERS" means all the Contracting Party's users who, making use of the
         local CFAS of the CFAS operator, connect to the Internet, free of
         charge, through the ports made available by the Contracted Party for
         Dialed Access to the Internet.

         "DIALED ACCESS TO THE INTERNET" means the User's access to the Internet
         through telephone calls by means of an infrastructure of Connection to
         the Internet.


<PAGE>

                          EXHIBITS

                 EXHIBIT I    Prices

               EXHIBIT 1.4    List of Localities

               EXHIBIT 1.5    Distribution of Access Ports by Locality

            EXHIBIT 2.4(i)    Technical Specifications of Equipment and Services

           EXHIBIT 2.4(ii)    Quality Criteria

          EXHIBIT 2.4(iii)    Online and Offline Managerial Reports

               EXHIBIT 2.5    Time Schedule for Implantation

              EXHIBIT 2.10    Technical Description of Solution

              EXHIBIT 2.15    Flow of Operational Procedures

              EXHIBIT 2.20    Request, Installation and Acceptance

EXHIBIT I- PRICES

The Contracting Party shall pay to the Contracted Party the monthly sums per
Access Port made available and fit for use by the Contracting Party as
documented below, being all the taxes included in this price.

      PRICES PER DIAL PORT

                                                  Port's Unit
                                                     Price
 Services                                            (R$)
 --------                                         -----------

 ALLOCATION OF ACCESS PORT- MODALITY EXCLUSIVE-      [**]
  MONTH

 ACCESS PORT'S PROGRAMMING FEE - TC DIAL IP          [**]

EXHIBIT 1.4- LIST OF LOCALITIES

<TABLE>
<CAPTION>

<S>                            <C>                              <C>                               <C>
ALAGOAS                        Bernardo Guim. (BH)              Grajeru (Aracaju)                 Leblon (RJ)
Farol (Maceio)                 Santa Tereza (BH)                                                  Maracana (RJ)
Centro (Maceio)                Carlos Prates (BH)               PARA                              Praia (RJ)
Tab. Martins (Maceio)          Alfenas                          Belem                             Ramos (RJ)
Jatiuca (Maceio)               Araguari                         Santarem                          Tijuca (RJ)
Arapiraca                      Araxa                            Maraba                            Angra dos Reis
                               Barbacena                        Parabuebas (in abeyance)          Barra do Pirai
AMAZONAS                       Betim                                                              Barra Mansa
Manaus                         Conselheiro Lafaiete             PARAIBA                           Cabo Frio
                               Contagem (CIN)                   Vis. Pelotas (J. Pessoa)          Campo dos Goytacazes
AMAPA                          Divinopolis                      Bessa (J. Pessoa)                 Duque de Caxias
Macapa                         Serra Lima (Gov. Val.)           Campina Grande                    Itaborai
                               Vila Bretas (Gov. Valadares)
                               Ipatinga                         Patos                             Itaguai
BAHIA                          Itajuba                                                            Itaperuna
Bolandera (Salvador)           Joao Monlevade                   PERNAMBUCO                        Macae
Itaigara (Salvador)            Juiz de Fora                     Nova Boa Vista (Recife)           Niteroi
Arq. Goncalves (Salvador)      Lavras                           Boa Viagem (Recife)               Nova Friburgo
Alagoinhas                     Montes Claros                    Encruzilhada (Recife)             Mage
Barreiras                      Muriae                           Olinda                            Nova Iguacu
Brumado                        Passos                           Paulista                          Petropolis


</TABLE>

                                      A-1
<PAGE>
<TABLE>
<CAPTION>

<S>                            <C>                              <C>                               <C>
Camacari                       Pocos de Caldas                  Caruaru                           Resende
Candeias                       Ponte Nova                       Petrolina                         Rio das Ostras
Costa do Sauipe                Pouso Alegre                     Garanhuns                         Sao Goncalo
Eunapolis                      Sao Joao Del Rey                 Vitoria de Santo Antao            Sao Pedro da Aldeia
Feira de Santana               Sete Lagoas                      Abreu e Lima (attended to by      Teresopolis
                                                                Paulista)
Ilheus                         Teofilo Otoni                    Cabo                              Volta Redonda (Retiro)
Irece                          Tres Coracoes                    Camaragibe (attended to by RCE
                                                                - BVG/NBV)
Itabuna                        Uba                              PIAUI
Jequie                         Uberlandia                       Parnaiba
Juazeiro                       Varguinha                        Teresina
Paulo Afonso                   Vicosa
Porto Seguro                   Itabira                          MARANHAO
Teixeira de Freitas            ESPIRITO SANTO                   Sao Luis
Vitoria da Conquista           Rosa (Vitoria)                   Imperatriz
                               Praia do Canto (Vitoria)         Bacabal
CEARA                          Aracruz
Aldeota (Ceara)                Cachoeiro do Itapemirim          RIO GRANDE DO NORTE
Centro (Fortaleza)             Jardim America (Cariacica)       Centro (Natal)
Atapu (Fortaleza)              Colatina                         Mossoro
Juazeiro do Norte              Guarapari                        Caiaco
Sobral                         Linhares                         Currais Novos
Iguatu                         Sao Mateus
Quixadal                       Carapina (Serra)                 RIO DE JANEIRO
Russas                         Vila Velha                       Alvorada (RJ)
Crato                                                           Arcos (RJ)
                               RORAIMA                          Bento Ribeiro (RJ)
MINAS GERAIS                   Boa Vista                        Botafogo (RJ)
Helio G. Amaral (BH)                                            Campo Grande (RJ)
Mario Pires (BH)               SERGIPE                          Cidade de Deus (RJ)
Barroca (BH)                   Centro (Aracaju)                 Cidade Nova (RJ)
Pampulha (BH)                  Bama (Aracaju)                   Engenho de Dentro (RJ)


</TABLE>

             EXHIBIT 1.5. - DISTRIBUTION OF ACCESS PORT BY LOCALITY
           INITIAL PERIOD: INITIAL SERVICE AREAS AND THEIR RESPECTIVE
                             AMOUNT OF ACCESS PORTS

                                        Federation               Number of
City/Town                                 Unit                     Ports
---------                               ----------               ---------

MACEIO                                     AL                      [**]
MANAUS                                     AM                      [**]
MACAPA                                     AP                      [**]
ALAGOINHAS                                 BA                      [**]
CAMACARI                                   BA                      [**]
CANDEIAS                                   BA                      [**]
FEIRA DE SANTANA                           BA                      [**]
ILHEUS                                     BA                      [**]
ITABUNA                                    BA                      [**]
JEQUIE                                     BA                      [**]
PORTO SEGURO                               BA                      [**]
SALVADOR                                   BA                      [**]
VITORIA DA CONQUISTA                       BA                      [**]
FORTALEZA                                  CE                      [**]
JUAZEIRO DO NORTE                          CE                      [**]
CARIACICA                                  ES                      [**]
SAO MATEUS                                 ES                      [**]
SERRA                                      ES                      [**]
VILA VELHA - ES                            ES                      [**]
VITORIA                                    ES                      [**]
                                                                   ----


                                      A-2
<PAGE>

IMPERATRIZ                                 MA                      [**]
SAO LUIS                                   MA                      [**]
BARBACENA                                  MG                      [**]
BELO HORIZONTE                             MG                      [**]
BETIM                                      MG                      [**]
CONTAGEM                                   MG                      [**]
DIVINOPOLIS                                MG                      [**]
GOVERNADOR VALADARES                       MG                      [**]
JUIZ DE FORA                               MG                      [**]
MONTES CLAROS                              MG                      [**]
POCOS DE CALDAS                            MG                      [**]
TEOFILO OTONI                              MG                      [**]
BELEM                                      PA                      [**]
SANTAREM                                   PA                      [**]
CAMPINA GRANDE                             PB                      [**]
JOAO PESSOA                                PB                      [**]
OLINDA                                     PE                      [**]
PAULISTA                                   PE                      [**]
PETROLINA                                  PE                      [**]
RECIFE                                     PE                      [**]
VITORIA DE SANTO ANTAO                     PE                      [**]
TERESINA                                   PI                      [**]
ANGRA                                      RJ                      [**]
BARRA MANSA                                RJ                      [**]
CAMPOS DOS GOYTACAZES                      RJ                      [**]
DUQUE DE CAXIAS (TOTAL)                    RJ                      [**]
ITAPERUNA                                  RJ                      [**]
MACAE                                      RJ                      [**]
NITEROI (TOTAL)                            RJ                      [**]
NOVA FRIBURGO                              RJ                      [**]
NOVA IGUACU                                RJ                      [**]
PARAIBA DO SUL                             RJ                      [**]
PETROPOLIS                                 RJ                      [**]
RESENDE                                    RJ                      [**]
RIO DAS OSTRAS                             RJ                      [**]
RIO DE JANEIRO                             RJ                      [**]
SAO GONCALO                                RJ                      [**]
TRES RIOS                                  RJ                      [**]
VARGINHA                                   RJ                      [**]
VASSOURAS                                  RJ                      [**]
VOLTA REDONDA                              RJ                      [**]
MOSSORO                                    RN                      [**]
NATAL                                      RN                      [**]
BOA VISTA                                  RR                      [**]
ARACAJU                                    SE                      [**]
                                                                   [[[[
                                                                   ----
TOTAL                                                              [**]
                                                                   ----


EXHIBIT 2.4(I) - TECHNICAL SPECIFICATIONS OF EQUIPMENT AND SERVICES

1. DIALED ACCESS PORTS



                                      A-3
<PAGE>

1.1.     As of the Addendum's execution date, the Services shall fully comply
         with the ITU - International Telecommunication Union - standards for
         V.90 protocols, as revised by ITU on September 1998.The Contracted
         Party agrees to offer the V.90 protocol immediately after they are made
         available in its network. Additionally, the Services shall comply with
         all the successions, developments and betterments to such protocols
         within the time period to be agreed upon between both the Parties, as
         of their adoption by ITU.

1.2.     The Services shall be in accordance with the Contracting Party's access
         methods, access technology, central architecture and other access
         methods that may eventually become available to the Contracting Party
         or that may be implemented pursuant to the terms of clause 2.4
         hereinbelow. The access methods shall include:

1.2.1.   L2TP- level 2 of tunneling based on 2661 RFC, using a common field
         frequency to route the traffic to the Contracting Party. The
         Contracting Party shall appoint the routable IP address. 1.2.2.
         Point-to-point standard protocol - PPP- based on 1661 RFC. The
         Contracted Party shall furnish a sole routable IP address for each
         session as of a group of IP addresses allotted to the Contracting
         Party. An ordinary certification is used for each session.

1.2.3.   P3 protocol of the Contracting Party's ownership - a Contracting
         Party's protocol guided by characters using a simple or basic telnet
         model -TCP. The remote access provider makes use of a user's ordinary
         identification and password for each session.

1.2.4.   TCP/IP;

1.2.5.   UDP.

2. PROVIDERS OF REMOTE ACCESS.

2.1.     The providers of remote access shall stem from suppliers of good
         standing in the market (first line) and shall be preferably compatible
         for digital connections. Such equipment shall comply with the
         specifications of certification and ticketing implemented by the
         Contracting Party and shall block national return calls, coming from
         the Contracted Party's network.

2.2.     In no circumstances shall the Contracted Party simultaneously use
         different access technologies for the same telephone number.

2.3.     The Parties mutually agree about the technology used by the Contracted
         Party for the Access Ports at the outset of the Services rendering. The
         Contracted Party shall give to the Contracting Party written previous
         notice with at least sixty (60) days in advance about any changes
         whatsoever related to the suppliers of Access Port's equipment, which
         are used to provide the services set forth in this Exhibit and in its
         Addendum, prior to the implementation of such changes. The Contracted
         Party will not be allowed to implement any of the aforementioned
         changes without the Contracting Party's previous written consent. By
         virtue of the afore-established, it is forthwith agreed that the
         Contracted Party shall maintain the right not to expand more ports to
         the Contracting Party, as set forth in the Addendum. We cannot agree
         with this because of exclusivity.

2.4.     The Contracted Party agrees to make use of all commercially reasonable
         efforts to implement, with no additional costs to the Contracting
         Party, any new technology (including any hardware or software upgrades)
         as soon as possible, if so requested by the Contracting Party. In case
         the Contracted Party has implemented a new technology just as an
         outcome of the Contracting Party's request and such technology has not
         been introduced by the Contracted Party as a result of the Contracted
         Party's obligation, in accordance with the aforementioned terms, then,
         if there are any sole costs associated with the implementation of such
         new technology, such costs shall be shared among the beneficiaries. In
         case of its being the sole beneficiary, then the Contracting Party
         shall bear all the costs. Refunding of such costs shall not imply
         reduction or exemption of the monthly costs related to services
         providing, which make use of such new technology.



                                      A-4
<PAGE>

3. ROUTERS AND SWITCHES

Such equipment shall be furnished to the first line suppliers, taking into
consideration the specific configuration needs of each locality. They must be
flexible so as to accept, including but not limiting to, QoS,CoS and filters.

4. INTERCONNECTION OF THE CONTRACTED PARTY'S NETWORK AND THE CONTRACTING PARTY'S
   NETWORK.

4.1.     The Contracted Party commits to provide routing to a point of physical
         interconnection with the Contracting Party's facilities, in a meeting
         point determined by the Contracting Party where the dialed access
         traffic will be delivered by the Contracted Party to the Contracting
         Party (each of such points being a "Meeting Point").

5. TRAFFIC CACHING DEVICES

The Contracting Party and the Contracted Party will be able to examine caching
solutions that aim at bettering the reply times to the Contracting Party's
content, at diminishing the traffic in the internal links of the Contracted
Party's Network, provided that the correct accessibility to the Contracting
Party's content is assured and the information about the traffic of the
Contracting Party's users and subscribers and of the visiting users are kept.

6. MONITORING OF THE CONTRACTED PARTY'S NETWORK SERVICES

The Contracted Party shall make available to the Contracting Party such devices
that will allow the monitoring of the occupation (in absolute and percentage
terms) of the ports' and circuits' data in real and historical time.

7. ARCHITECTURE INDEPENDENCE

In case the Contracted Party establishes that the offer of another operator
features a better value, or other factors that may favor the offer of the other
operator, the Contracted Party may make use of a different operator from its
current one for its network or for any part of it, provided that, nevertheless,
such uses do not adversely affect the services supplied pursuant to this
Addendum. The Contracted Party shall provide the Services in such a way that is
compatible with the Contracting Party's targets of attaining architecture
independence. Along these lines, the Contracted Party shall:

(a)      manage all its providers of network service so as to minimize the
         possibility that a single failure may impact the Contracting Party's
         service and

(b)      guarantee that each of the Contracted Party's service provider
         minimizes the possibility that a single failure may impact the
         Contracting Party's service. The Contracted Party shall request the
         Contracting Party's approval before making use of a new operator
         besides its current operator in accordance with what is allowed by this
         Article.

         With limiting to the Contracted Party duties describe above, the
         Contracted Party will project and execute the Network used to provide
         the services to the Contracting Party as set forth in the present
         Addendum in a manner that there will be no unique point of failure in
         such Network, which could result in an important adverse effect in the
         cities that are capitals of States located in Region I of the GPG.

EXHIBIT 2.4 (II) QUALITY CRITERIA

1.BASIC CRITERIA

The regularity and the non-interruption of the Contracting Party's services and
of the subscribers' connection to the Internet and to the Contracting Party's
content is of major importance. Thus, the quality criteria shall include:

1.1.     real time monitoring of the occupation of the ports and access links of
         the Contracting Party's Network, separated by locality, offering to the
         Contracted Party the remote online monitoring of the communication
         ports, via a page made available in the Internet and protected by a
         password;

1.2.     access ports associated to the Contracted Party's number of lines,
         which are needed to guarantee the full availability of the operation
         attendance at MMT (Major Movement Time), in each performance place, as
         requested by the Contracting Party, with thirty (30) days in advance,
         for increases of up to



                                      A-5
<PAGE>

         three hundred and fifty (350) new ports at each thirty(30) days. Above
         such amount, the Contracted Party agrees to exert its best efforts for
         the term of enlargement not to overcome ninety (90) days.

1.3.     managerial reports and logs (both offline) of the sessions performed in
         the access network, containing all the samples of the variables used to
         prepare the online monitoring graphs as well as the real and the
         percentage occupation (number of ports and kbps, respectively) per
         attended place;

1.4.     provide daily reports, under request, of the percentage of non-effected
         calls, including their respective causes, whenever requested by the
         Contracting Party, provided that the need is actually attested.

2. GUARANTEES AND SLA

The Contracted Party shall guarantee the minimum allocation of 10 (ten) kbps per
access port in each locality, and it must analyze, through mutual concord with
the Contracting Party, the future need, according to the demand duly formalized
by the Contracted Party.

The average time for failure repair shall not exceed three (03) hours, being the
period between the outset and the actual solution of such failure taken into
consideration, independently of the time of the occurrence opening.

2.1.     The performance indexes to be used as a reference for the Guarantee of
         Service Level (SLA) of the Contracted Party's Access Network are:

         CHART 1. SLA PARAMETERS:


<TABLE>
<CAPTION>

                                            Parameter                                         Value
                                            ---------                                         -----
       <S>                                                                                    <C>
       Successful Connections (connecting to the AOL Service)

       1.1 Monthly avarage  percentage of problematic calls - War Dialer (report furnished
       on a daily basis by the Contracting Party) - maximum value                             [**]%

       1.2 Monthly average percentage of blocked calls (report furnished on a daily basis
       by the Contracting Party) -  maximum                                                   [**]%

       1.3 Monthly average percentage of training (report furnished on a daily basis by
       the Contracted Party) - maximum value                                                  [**]%

       1.4 Monthly average percentage of inefficient calls (report furnished on a daily
       basis by the Contracted Party) - maximum value                                         [**]%

       1.5 Calls exempt of occupation (minimum value), monthly average.                       [**]%

       2. Quality of Connection (remaining connected)

       2.1 Monthly average percentage of abnormal disconnections (report furnished on a
       daily basis by the Contracting Party) - maximum value                                  [**]%

       2.2. Monthly average percentage of loss of packets in the Contracted Party's
       Network)(maximum value)                                                                [**]%

       2.3 Monthly average latency (maximum value) at Contracted Party's network measured
       between Contracting Party's border router and:

       2.3.1 the routers in the center of the Contracted Party's IP Network                  [**]ms

       2.3.2 in NAS localities in the Sates of RJ, ES and MG                                 [**]ms

       2.3.3. NAS in other localities of the Contracted Party's IP Network                   [**]ms

       2.3.4. NAS in the localities served by satellite links (except solar perturbation)    [**]ms

       2.4 Connection speed in 99% of connections (minimum amount) for users of V.90 or
       superior modems                                                                       [**]Kbps

       3. Services Availability

       3.1 Monthly availability for Contracted Party's whole Network (minimum amount)         [**]%

       3.2 Annual availability for Contracted Party's whole Network (minimum amount)          [**]%

       3.3 Monthly availability for each locality (minimum amount)                            [**]%


</Table>

                                      A-6
<PAGE>

Percentage of problematic calls - WAR DIALER - PERCENTAGE OF CONNECTION FAILURES
TO THE CONTRACTING PARTY'S SERVICE WITH RESPECT TO TOTAL ATTEMPTED CALLS
EFFECTED IN EACH DAY BY THE EQUIPMENT WAR DIALER OF THE CONTRACTING PARTY. BUSY
CALLS ARE EXCLUDED FROM THIS METRIC.

Blocked Calls - PERCENTAGE OF NON-REPLIED CALLS BY RAS EQUIPMENT AS A RESULT OF
UNIQUE UNAVAILABLE OF PORTS IN THE RAS, IN CASES IN WHICH THE TOTAL AMOUNT OF
PORTS CONTRACTED IN THE RESPECTIVE LOCALITY IS NOT MET

Training - PERCENTAGE OF CALLS WHICH REACH THE MODEM OF RAS EQUIPMENT AND IN
WHICH THE COMMUNICATION NEGOTIATION FAILED (HANDSHAKING).

Inefficient - PERCENTAGE OF CALLS WHICH SUCCESSFULLY COMPLETED THE COMMUNICATION
WITH THE MODEM OF RAS EQUIPMENT (HANDSHAKING), BUT FAILED TO ESTABLISH A SECTION
WITH THE CONTRACTING PARTY HOST.

Calls exempt of occupation - PERCENTAGE OF COMPLETED CALLS.

Percentage of abnormal disconnections - PERCENTAGE OF ESTABLISHED SECTION THAT
ARE DISCONNECTED WITHOUT A LOGOFF SEQUENCE.

Percentage of loss of packets - PERCENTAGE OF ALL PACKETS WHICH WERE REJECTED BY
THE CONTRACTED PARTY NETWORK.

Availability of access ports in the Contracted Party's whole Network - CALCULATE
MONTHLY AND ANNUALLY ACCORDING TO THE FOLLOWING FORMULA:

                            n
                         [Sigma](TINDi)
                           i+1
         Availability  =  -------------- X 100%,
                             n X TTOTALi

where:

TTOTAL : is the total time for Access Port i in the period taken into
consideration;

TIND: is the time for the Access Port i unavailability in the period taken into
consideration;
n : is the number of Access Ports installed in the period taken into
consideration.

DURING EVERY DAY IN THE MONTH, AT EACH FIVE (5) MINUTES, THE CONTRACTED PARTY
SHALL COLLECT THE LATENCY INFORMATION REGARDING THE RATE OF LOSS OF PACKETS AND
OF THE AVAILABILITY OF ACCESS PORTS OF EACH LOCALITY AND OF THE INTERCONNECTION
CHANNELS BETWEEN THE CONTRACTED PARTY'S NETWORK AND THE CONTRACTING PARTY'S
NETWORK.

LATENCY MEASURES AND THE LOSS OF PACKETS SHALL DETERMINE THE HOURLY AVERAGE, THE
DAILY AVERAGE, AND, LASTLY, THE MONTHLY AVERAGE, WHICH WILL BE COMPARED WITH THE
VALUE ESTABLISHED FOR THE RESPECTIVE PARAMETER.

THE PARAMETERS "CALLS FREE FROM OCCUPATION" AND "CONNECTION SPEED" CAN BE
MEASURED BY THE CONTRACTING PARTY THROUGH DIAL TESTS, ON THE GROUNDS OF EVENTUAL
COMPLAINTS REPORTED BY THE CONTRACTING PARTY'S USERS.

Availability for the whole Contracted Party's Network shall be calculated
monthly and yearly. The availability per locality and for the whole network
shall also be monthly and annually calculated for Latency and Loss of Packages
parameters.

Failure in the compliance with the SLA parameters established in items 1.1, 1.2,
1.3, 1.4, 1.5, 2.1, 2.3, and its sub-items and 3.1, all contained in Chart 1
above, shall subject the Contracted Party to the monthly payment of compensation
fine to the Contracting Party in the amount of [**] REAIS (R$[**]) for each
non-complied monthly parameter, revised at every (12) twelve-month period
according to the variation of the IGP-DI General Index of Market Prices of the
Getulio Vargas Foundation.

The application of such fine shall only be effected subsequently in the
following conditions:

a)       for items 1.5, 2.2, 2.3 and its sub items and 3.1, exclusively after
         the activation of 100% of the contracted ports; and

for items 1.1, 1.2, 1.3, 1.4 and 2.1, exclusively 180 (one hundred and eighty)
days after the execution of this Agreement.


                                      A-7
<PAGE>

2.2. AVAILABILITY PER LOCALITY

The non-compliance with the Contracted Party's periodical SLA of each locality,
as determined hereinbelow for the Availability Parameter, shall entitle the
Contracting Party to replace the Contracted Party in providing TC-Dial_IP
service in the respective locality, independently of any other restrictions.
Chart 2. Availability Parameters, to be periodically verified:


Amount of Ports of the Locality     Availability            Verification Period
-------------------------------     ------------            -------------------

 More than 300                          99,0%                     2 months
 From 200 to 299                        97,0%                     4 months
 From 100 to 199                        95,0%                     6 months
 Fewer than 99                          90,0%                     8 months

         Each locality's availability shall be monthly calculated as the
availability average of all the access ports which form the respective locality,
pursuant to the formula below

                            n
                         [Sigma] (TTOTALi-TINDi)
                           i+1
         Availability  = ----------------- X 100%
                           n X TTOTALi
where:

TTOTAL : is the total time for Port i in the period taken into consideration;

TIND: is the time for the Port i unavailability in the period taken into
consideration
n : is the number of Ports installed in the period taken into consideration.

The Contracting Party agrees to revise the Availability parameters of Chart 2
every six months, so as to increase the Availability, on the grounds of both the
amounts effectively measured in the previous periods and of the values of the
targets determined in Chart 1 of the SLA Parameters.

Programmed interruptions requested by the Contracting Party or the preventive
maintenance shall not be registered for the calculation of the service
availability.

2.3. BLOCKED CALLS

In case the Contracting Party detects signs of telephone numbers being busy when
(according to the use reports presented by the Contracted Party, pursuant to the
terms of this Agreement or Addendum)_ not all/ all the ports of such telephone
numbers are being used - (Blocked Calls), the Contracted Party shall correct
such Blocked Calls within twenty-four (24) hours counted as of the notice given
by the Contracting Party to the Contracted Party. In case this twenty-four
period is exceeded, the Contracted Party shall not charge from the Contracting
Party such access ports during the period when the blocked calls had been
verified. In case the Contracted Party fails to comply with the determinations
of the previous sentence and charges the Contracting Party fort the amounts
related to the aforementioned access ports, then, additionally to the
Contracting Party's other rights and prerogatives, the Contracting Party is
forthwith authorized to deduce such amounts out of any other amounts due by the
Contracting Party, pursuant to this Addendum.


3. PREVENTIVE MAINTENANCE

The preventive maintenance openings shall happen on Tuesdays and Thursdays,
provided that they do not fall on holidays, from five (5) a.m. to seven (7) a.m.
and they shall be performed by the Contracted Party in such a way as to minimize
the range and the duration of the services rendered by the Contracting Party to
its final users.

The Contracted Party shall advise the Contracting Party with at least
seventy-two (72) hours in advance and inform which localities or elements of the
Contracted Party's Network will be affected.



                                      A-8
<PAGE>

The Contracted Party guarantees that the procedures for its Network's preventive
maintenance are devised so as to minimize the range and the duration of the
services rendered to the Contracting Party's final users.

Exceptions to the determinations hereinbefore shall be previously agreed upon
between the Parties, case by case.

4. REQUESTS FOR REPAIRS

The Contracting Party shall make available to the Contracted Party a telephone
number of free access (0800), 24 hours per day even on Saturdays, Sundays and
holidays, 365 days per year, for the opening of calls and registers of requests
for repair, fittings and re-establishment of the services rendered.

In case there is the occurrence of any Major Operational Failure in the
Contracted Party's network, the Contracted Party commits to forthwith
communicate it to the Contracting Party's Department of Operations, detailing
the corrective measures which are being performed, as well as the time foreseen
for the repair.

When a problem is detected, whether it is detected by the Contracting Party or
by the Contracted Party, a call for request of repair shall be opened and,
therefore, the necessary steps for its solution shall take place.

Operational failures due to third parties' systems, which are not controlled by
the Contracted Party or by the Contracting Party, or else due to a force majeure
event, must be justified and evidenced in the maximum time period of two (2)
hours, for the immediate definition of the eventual measures to be adopted.

EXHIBIT 2.4 (III) - ONLINE AND OFFLINE MANAGERIAL REPORTS

The Contracted Party commits to hand over the following reports to
representatives appointed by the Contracting Party (or by e-mail if requested by
the Contracting Party) always in the formats requested by the Contracting Party
and making use of the form of information exhibition determined by the
Contracting Party:

1.       Supply daily reports of the access ports per locality, with a minimum
         interval of five (5) minutes between the collections, including but not
         limiting;

         -        Percental or absolute use of Ports (MRTG or online similar
                  one)

         -        IP address and telephone number of each locality (locality
                  identification, online).

2.       Supply the following daily reports in which will become available at
         least 90 days after the sign of this Addendum

         -        Reports about utilization at each hour in each locality (Modem
                  Utilization per Hour)

         -        Utilization of access ports per locality.

         -        Daily reports of ineffective calls (P3, PPP and L2TP)

         -        ANI's daily reports, containing the caller's telephone number,
                  the called telephone number, user's name, connection date and
                  time and total time of connection.

         -        POP update - report with details of each locality, including
                  the number of ports and the locality's telephone number.

         -        IP's addresses used in each locality (IP to phone number).

3.       Supply daily reports of the percentage of the non-effected calls in the
         telephone network, whenever requested by the Contracting Party,
         provided that the need is effectively evidenced (report of losses in
         the central points, offline).

4.       Supply daily reports with a minimum interval of five (5) minutes
         between collections, of the data links per locality, appointing, but
         not limited to:



                                      A-9
<PAGE>

         -        Circuit Designation - locality name, IP address of the
                  interface of the router's communication port, link band
                  (online).

         -        Direction of the data flow and percentage utilization of the
                  links (MRTG or similar)

         -        Loss of packets (online)

         -        Latency (online)

         -        RRT (Round Trip Time) medium, minimum and RTT's standard
                  diversion.


5.       Periodically supply reports about (offline) logs (preferably every
         fifteen days) about the information collected for the making of graphs
         and online reports (type MRTG or similar). Such information shall
         furnish the Contracting Party with enough information to re-generate
         the same graphs presented in the monitoring of online events.

6.       The Contracting Party can request additional reports and the Contracted
         Party shall see to such additional reports about data not yet prepared,
         within the term agreed upon between the Contracted Party and the
         Contracting Party, being such periods of time governed by the criteria
         of reasonability. In case the Contracted Party eventually incurs costs
         and additional expenses for the preparation and/or implementation of
         such additional reports, then, the Contracted Party shall notify the
         Contracting Party, previously to the reports implementation, about such
         additional costs and the Parties shall previously agree about the
         responsibility for the payment of such costs.

EXHIBIT 2.10. - TECHNICAL DESCRIPTION OF SOLUTION

The TC Dial IP is a solution for the supply of dialed access to the Internet
with high quality and reliability which makes available the most modern
infra-structure and the advanced management to companies that wish to act as
Internet service providers, outsourcing the necessary infra-structure. The
solution is valid for the Contracting Party in the more than 140 presence points
of the Contracted Party's Backbone I P in Region I.

Dialed access to the Internet is the access performed through the Commuted Fixed
Telephony Service (CFTS) by means of the Remote Access Service (RAS) which
performs the interface between the Telephony Network and the IP/Internet
Network. It constitutes a predominant form of access to the great public, due to
CFTS's extensive capillarity and penetration.

When contracting the TC Dial IP, the Contracting Party becomes able to offer
dialed access to the Internet to its users, clients, partners and suppliers. The
Contracting Party makes available telephone numbers attended to by an
infrastructure capable of receiving modem calls and of connecting the computers
which have originated the calls to the Internet.

The TC Dial IP will allow the Contracting Party to keep the focus on its clients
enjoying its high capillarity and the quality in the service rendered,
outsourcing part of the infra-structure of access to the Internet and being its
management under the Contracted Party's responsibility, with the possibility of
Remote Monitoring, by the Contracted Party, of the Access Interfaces available
in the Contracted Party's IP Network.

1. TOPOLOGY OF THE SOLUTION

The connection model, exclusive for the delivery of the TC Dial IP service to
the Contracting Party, is detailed in the figure hereinbelow:


The TC Dial IP has its quality acknowledged by Cisco, having received the seal
"Cisco Powered Network - CPN" to attest it. The RAS used are all of them Cisco's
last generation equipment, assuring the higher quality of connection and extreme
reliability.



                                      A-10
<PAGE>

2. NETWORK ENGINEERING

2.1.     The Contracted Party states that it has a team of network engineers to
         perform long term operational planning.

2.2.     The Contracted Party shall continue to improve the network project so
         as to reduce the risks for the Contracting Party, to improve the
         powerfulness and the cost/performance of the transmission system.

2.3.     The Contracted Party shall keep the facilities, the equipment and the
         software used to supply the services so that they can operate in
         accordance with their respective specifications, including:

         2.3.1.   to keep the equipment in good operational conditions,

         2.3.2.   to take over the repairs and the preventive maintenance of the
                  equipment, including in its minimum level, in accordance with
                  the applicable advice of the equipment manufacturer,

         2.3.3.   to carry out software maintenance including to a minimum
                  level, in accordance with the software's applicable
                  documentation and to the suggestions of the software supplier.

2.4.     By means of the Contracting Party's request, with a minimum term of
         seventy-two (72) hours in advance, the Contracted Party shall provide
         the Contracting Party's representatives with physical access to one or
         more points of presence (hereinafter simply "POP" or "POPs") identified
         by the Contracting Party and used to provide Services, with the
         objective of inspection for identification and joint resolution of
         eventual problems. Such an access shall be made available in such a way
         as not to interfere with the Contracting Party's operations.

3. ORGANIZATION OF NETWORK SUPPORT.

3.1.     Engineering. The Contracted Party shall keep a network engineering team
         that shall deal with the Services<180> technical aspects, with the
         resolution of the problems determined by the Management Center in
         Network (MCN) and with the improvement of the performance and of the
         process. Such an engineering team will interact directly with the
         Contracting Party and the MCN.

3.2.     Implementation. The Contracted Party shall keep an implantation team
         consisting of field and technical engineers.

3.3.     Operations. The Contracted Party's Management Center in Network (MCN)
         will manage the operation and the maintenance of the Contracted Party's
         Network. The MCN monitoring capacity will be devised to detect and
         correct most of the network problems before they are visible to the
         Contracting Party or its clients. MCN shall gear its maintenance
         activities based on the entries of the monitoring systems and of the
         Contracting Party's. The Contracted Party shall manage a great part of
         the repair tasks over the telephone.

4. MISCELLANEOUS

4.1.     The Contracted Party shall provide, for each local individual area, a
         sole set of IP addresses in such a way that the members demography can
         be identified through the aforementioned IP addresses. The IP addresses
         shall be provided to the Contracting Party at least two (2) weeks prior
         to the use by the Contracted Party, so as to supply such Services.

4.2.     The Contracted Party shall acquire and shall manage IP addresses for
         all the protocols used by the Contracting Party and otherwise necessary
         for the Contracted Party to comply with its obligations towards the
         Contracting Party, in accordance with this Addendum. For each session
         of a final user of the Services, the Contracted Party shall dynamically
         attribute a sole IP address for such session.

4.3.     The Contracted Party will provide DNS services contained in its
         network, including the following:

         4.3.1.   Solution of DNS requisites for the Contracting Party's
                  destinations;

         4.3.2.   Support of DNS service for the Contracting Party's dominium
                  and for any resident zones in the Contracting Party's
                  providers of names; and


                                      A-11
<PAGE>


4.4      The Contracted Party shall group routing information sent to the
         Contracting Party and shall control the addition or the withdrawal of
         routing information. The Contracted Party shall provide to the
         Contracting Party with routing information in the Contracted Party's
         commutation points, as requested by the Contracting Party.

5. TELEPHONE NUMBERS.

5.1.     The Contracted Party shall reserve dedicated telephone numbers, which
         are different among themselves in each of the localities agreed upon,
         solely for the Contracting Party to be able to access the POPs used in
         the rendering of Services. The Contracted Party shall guarantee that
         the telephone numbers will be continuously available to the Contracting
         Party while this Addendum is in force and in accordance with its terms.
         Further, the Contracted Party shall not make available such telephone
         numbers to third parties without the Contracting Party's previous
         consent, while the Addendum is in force.

5.2.     At any moment, through the Contracting Party's request and, if
         possible, pursuant to the terms of the regulatory regime in force, the
         Contracted party shall transfer to the Contracting Party or to third
         parties indicated by the latter, all the property rights associated to
         telephone numbers related to each POP used when rendering the Services
         which correspond to the Services.

5.3.     Any alterations in the telephone numbers used for providing the
         Services will call for the Contracting Party's previous written
         approval, in the cases of alteration of the telephone numbers used when
         providing the Services:

         5.3.1.   The Contracted Party shall provide the Services using both the
                  original telephone number and the new telephone number for at
                  least ninety (90) days subsequent to the test and to the
                  acceptance by the Contracting Party of the Ports that make use
                  of the new telephone numbers; and

         5.3.1.1. The total numbers of Ports used for both the telephone numbers
                  shall always be equal or higher than the total number of Ports
                  used for the original telephone number.

5.4.     In case a specific telephone number is made available by virtue of a
         Force Majeure Event, the Contracted Party shall exert all its possible
         efforts to provide alternatives (through re-routing or other
         techniques) which will allow the Contracting Party's subscribers to go
         on using the original telephone number.

5.5.     Whenever allowed by the terms set forth in the regulatory regime in
         force and whenever it is technically possible, the Contracted Party
         shall provide the Contracting Party with a single number, valid all
         over the national territory, which shall belong to the Contracting
         Party including, with no limitation, the telephone numbers of "07XX or
         1700" formats, as set forth in ANATEL's [National Agency of
         Telecommunications] Public Consultation n degrees 417, related to the
         "Regulation Proposal for the Use of Services and Telecommunications
         Networks in the Access to Internet Services" (the "New Models"), being
         that the service conditions and the Port of Access prices herein agreed
         upon shall be fully applicable to the Ports used by the Contracting
         Party related to such new telephone numbers.

         5.5.1.   In this case the Contracting Party will be allowed, at its
                  exclusive discretion, to migrate already hired Ports, pursuant
                  to the Addendum, to the New Models, without incurring any
                  fines, penalties and/or expenses.

6. SERVICES EVOLUTION.

6.1.     The Contracting Party shall be responsible for the evolution of the
         Services (whether through modifications, amplifications,
         supplementations or replacements), so as to meet the technological
         advancements and the advancements of methods of services delivery, as
         requested by the Contracting Party, or otherwise, particularly where
         such advancements are, at any time, of generalized use in the
         telecommunications industry or by the Contracting Party's competitors;
         except, however, that the Contracted Party shall have the Contracting
         Party's previous express consent to implement any modifications,
         amplifications, supplementations or replacements for the Services not
         expressly requested by the Contracting Party. The evolution of the
         Services shall comprise the addition by the Contracted Party of
         functionality in so far as such addition is possible by the use of new
         equipment and/or software reasonably available to the Contracted Party,
         during the Validity.



                                      A-12
<PAGE>

         6.1.1.   Adjustments to the Services, in accordance with this Section
                  6, shall be considered as if they were contained in the
                  purpose of the Services, with the same range and in the same
                  manner as if they were expressly set forth in this Addendum.

         6.1.2    In case that happened any cost because of the evolution so the
                  Services, as set forth describe above, and the only
                  beneficiary was the Contracting Party, the Contracting Party
                  will be liable for all costs. In case that have more than one
                  beneficiary to this process, so the costs will be share with
                  all beneficiaries.

EXHIBIT 2.15. - FLOW OF OPERATIONAL PROCEDURES

This document sets forth the assignment for failures in the Contracting Party's
Network Services.

1.       The Contracted Party shall appoint a team and shall operate a pilot
         Network Operation Center ("NOC") with dedicated assistance to the
         Contracting Party and shall provide, until 120 days after the sine of
         this Addendum, a NOC in a separate locality, at a reasonable distance
         from the pilot NOC. The purpose of such task shall include the
         Contracted Party's following Support Services for the network:

         1.1. NOC operation, its co-allocated systems and equipment, with
         trained qualified personnel in a continuous way, 24 hours per day, 7
         days per week (holidays including);

         1.2.Continuous monitoring and supervision of the network performance;

         1.3. Analysis of the problems that may occur, to isolate the identified
         failures and to manage the solution of events, in accordance with the
         item of this Exhibit 2.15;

         1.4. Coordination of the remittance of maintenance representatives for
         corrective maintenance activities and for information recording in an
         Abnormality Ticket (AT). The Contracted Party's responsibilities shall
         include:

                  1.4.1. Beginning of a request for corrective maintenance and
                  recording of the times when the calls are received by the
                  Contracting Party's maintenance representative.

                  1.4.2. To point out all the network failures in the AT and, in
                  case a maintenance representative is sent to the place, record
                  the remittance time in the AT;

                  1.4.3. After the arrival of the maintenance representative to
                  the place, the acknowledgement of the reported problems and
                  the recording of the representative's arrival time at the
                  place;

                  1.4.4.Through the Service re-starting, confirm through the AT,
                  the solution of the problem and its causes and the time when
                  the Service was re-established.

                  1.4.5 Provide analyst support to identify the problem.

                  1.4.6 Adopt adequate provides to resolve the problem.

         1.5. Beginning of the ATs, keeping a register of all ATs, ATs
         coordination with the support personnel and tracking down of problems
         until the solution, using a commercially available software system for
         problems recording,

         1.6. Provide analyst support twenty-four (24) hours a day, seven (7)
         days a week (holidays including) through a free telephone number;

         1.7 Provide the Contracting Party with a list of contact people
         containing contact numbers, including numbers of cellular phones and
         other necessary information for access to the Contracted Party's
         qualified representatives (including the Contracted Party's high level
         officers), who may adequately act in emergency situations, in case the
         NOC fails to adequately act towards the Services failure or
         interruption, within half an hour (the scaling ordinary procedure is at
         every two hours, pursuant to item 1.18 hereinbelow), counted as of its
         respective occurrence. The Contracted Party shall update such a list
         periodically, as necessary, or by request of the Contracting Party.

                                      A-13
<PAGE>

         1.8 keep a technical library for the NOC.

         1.9. Install and keep security components and specific network alarms
         for the Services through a system of network management;

         1.10. Provide operational support to the Contracting Party in the area
         of network testing in association with supply actions. Such tests shall
         be performed as of the NOC, jointly with the Contracted Party's local
         installation personnel ;

         1.11. Keep and see to updates in the NOC's documentation;

         1.12. Act as a Contracting Party's agent as regards the subjects of
         network security on a daily basis, as directed by the Contracting
         Party, in accordance with reasonable commercial practices and making
         suggestions for improvement

         1.13. Use commercial devices for teleconference for the solution of
         network problems, the cataloguing of problems and the planning of
         activities;

         1.14. Provide NOC with support service via electronic mail

         1.15. Provide a fax service installed in the NOC equipment.

         1.11. In case they exist, identify and track down all the software and
         the code lines developed by the Contracted Party.

         SCALE TIME AND PERSONS RESPONSIBLE FOR THEM;


Level     Opening Time     Name / Position
-----     ------------     ---------------
                           Operation of the Contracted Party's network services
 Critical Immediate        Coordinator/Manager/Superintendent and/Director
                           0800-XXXXXX

-------------------------------------------------------------------------------

          > 2 h             Services Manager of the Contracted Party's network

High
          > 3 h            Superintendent/Director

-------------------------------------------------------------------------------

          > 4 h            Services Manager of the Contracted Party's network

Average
          > 5 h            Superintendent/Director

-------------------------------------------------------------------------------

          > 6 h            Services Manager of the Contracted Party's network

Low
          > 8 h            Superintendent/Director

-------------------------------------------------------------------------------


1. CONTACT FOR SCALING PROCEDURES


<TABLE>
<CAPTION>

    <S>                                                           <C>
    Services Management Center of the Contracted Party's           Phone: 0800-XXXXXX
    Network
    EMAIL: CG@TELEMAR.COM.BR

    Name of the Services Manager of the Contracted Party's         Phone: XX XXXX XXXX
    Network                                                        Cell: XX XXXX XXXX
    EMAIL:GERENTE@TELEMAR.COM.BR

    Name of the Services Superintendent of the Contracted          Phone: XX XXXX XXXX
    Party's Network                                                Cell: XX XXXX XXXX
    EMAIL: SUPERINTENDENTE@TELEMAR.COM.BR

    Name of the Services Director of the Contracted Party's        Phone: XX XXXX XXXX
    Network                                                        Cell: XX XXXX XXXX
    EMAIL:DIRETOR@TELEMAR.COM.BR

</TABLE>

                                      A-14
<PAGE>
2. ACCESS VIA WEB

The reports of the Contracted Party's Network will be available in a URL with
username and password as follows:

URL: HTTPS://WWW.TELEMAR.COM.BR/ENDERECODOSRELATORIOS

Username: login name
Password: login password


EXHIBIT 2.20- REQUEST, INSTALLATION AND ACCEPTANCE

1. Supply and implementation of Dedicated Dial-up Access Service

         1.1. Requests.

                  1.1.1. Generalities. To request Services, the Contracting
                  Party must submit to the Contracted Party a request for
                  service (the "Request"), containing the following information
                  (being such information "Delivery Criteria"):

                           1.1.1.1. The total number of Ports that must be
                           installed for each one of the requested localities;

                  1.1.2. The required dates for the Ports delivery. Each Request
                  must be clearly marked as such and must be delivered by the
                  Contracting Party via e-mail for those individuals appointed
                  in writing by the Contracted Party. The Request can only be
                  reputed valid if assumed by a representative appointed by the
                  Contracting Party.

                  1.1.3. In the localities listed in Exhibit 1.5 of this
                  Addendum, the Ports shall be made available in the modularity
                  of five (05) Ports;

                  1.1.4. In the other localities, which are not listed in
                  Exhibit 1.5 (a) the initial modularity shall be of 10 Ports
                  and (b) for increases subsequent to the First Request for such
                  localities, the modularity shall be of five (05) Ports.

                  1.1.5.Initial Request. The Contracting Party requests the
                  installation of Access Ports in the localities and in amounts
                  set forth in Exhibit 1.5. (the "Initial Request").

                  1.1.6. The increase of the amount of Ports hired pursuant to
                  this addendum and through the Initial Request shall not imply
                  the need or obligatoriness of hiring an additional band to
                  Internet Access by the Contracting Party.

         1.2. ACCEPTANCE OF REQUESTS BY THE CONTRACTED PARTY.

                  1.2.1. Initial Request. The Contracting Party, through this
                  instrument, accepts the Initial Request.

                  1.2.2. Other Requests. Within ten (10) weekdays subsequent to
                  receiving another Request (or a part of it) of the Contracted
                  Party, other than the Initial Request, the Contracted Party
                  shall notify the Contracting Party of its acceptance or
                  rejection to such a Request. If the Contracted Party fails to
                  provide the Contracting Party with an acceptance notice within
                  ten (10) weekdays, then such request shall be considered
                  accepted.

         1.3. Rejection of Requests. In so far as the Contracted Party
         eventually rejects a Request (or a part of it), additionally to the
         other rights and prerogatives they are entitled to, the Contracting
         Party will be expressly freed



                                      A-15
<PAGE>

         from complying with any determination of this Addendum and of this
         Exhibit, including the Exclusivity in the localities of the Ports
         erroneously rejected.

   1.4.CANCELLATION OR MODIFICATION OF REQUESTS.

         1.4.1.Before accepting or rejecting any request by the Contracted
         Party, the Contracting Party may terminate or modify, in the whole or
         in part, at its exclusive discretion, such request without incurring
         any liabilities, fines or penalties.

         1.4.2. After a request acceptance by the Contracted Party, the
         Contracting Party may cancel or modify such request, in the whole or in
         part, at any time before the delivery date, provided that the
         Contracting Party refunds the Contracted Party for any Additional
         Expenses actually incurred as a result of such cancellation or
         modification. The Contracting Party shall not bear any liability before
         the Contracted Party for a cancelled request related to this item 1.4.2
         besides the payment to the Contracted Party for such Additional
         Expenses. The current Clause shall be subject to the other Clauses of
         the Addendum and of this Exhibit, which authorize the Contracting Party
         to modify and/or cancel Accepted Requests under certain circumstances.

2. DELIVERY

2.1. Obligations for the Delivery. The Contracted Party shall deliver Ports
corresponding to a Request that has been accepted or is considered as having
been accepted by the Contracted Party (any of such requests an "Accepted
Request"), in accordance with the Delivery Criteria and with the terms of the
Addendum and of this Exhibit. If the Contracted Party can deliver such Ports
before the appointed delivery date, then, the Contracted Party must notify the
Contracting Party and, by request of the latter, the delivery date for such
Ports will be advanced. "Appointed Delivery Dates ", related to Ports, shall
mean the dates when the Contracting Party is committed to deliver the Ports,
pursuant to the terms of this Section 2.1.

         2.2. FAILURE IN DELIVERY.

         2.2.1. If the Contracted Party fails to deliver the Ports corresponding
         to an Accepted Request in the Appointed Delivery Date, then,
         additionally to the Contracting Party's other rights and prerogatives,
         pursuant to the law and to the current Addendum, the Contracted Party
         shall grant the Contracting Party a credit equivalent to the daily
         values corresponding to the amounts that would be charged of the
         Contracting Party for such Ports, as of the Appointed Delivery Date
         until the date when such Ports are effectively delivered.

         2.2.2. For each thirty-day period after the Appointed Delivery Date
         when the Ports have not been delivered pursuant to this Addendum,
         additionally to the other rights and prerogatives of the Contracting
         Party, in accordance with the law and the current Addendum, the
         Contracted Party shall grant the Contracting Party a credit equivalent
         to the amount charged of the Contracted Party for the said Ports within
         the said thirty days. Exemplifying, in case of delay of a Port (a) for
         twenty-nine (29) days, then, the Contracted Party shall make available
         to the Contracting Party a credit equivalent to the PRO RATA value of
         twenty-nine days of such Port, as set forth in item (i) above; (b) for
         thirty-two (32) days, then, the Contracted Party shall make available
         to the Contracting Party a credit equivalent to sixty-two (62) days,
         out of which thirty-two (32) days are due pursuant to the terms of
         Section 2.2 (i) above and thirty (30) days are due in accordance with
         the present Section 2.2.

         2.2.3. In case the Contracted Party fails to deliver more than ten per
         cent (10%) of the Ports corresponding to an Accepted Request after
         ninety (90) days counted as of the Appointed Delivery Date for such
         Ports, then, in addition to the Contracting Party's other rights and
         prerogatives, pursuant to the law and to this current Addendum and to
         the Agreement, (a) the Contracting Party shall be, as of the end of the
         ninety-day term freed from the Exclusivity and (b) the Contracting
         Party may terminate the present Addendum and the Agreement, with
         previous notice, without incurring the payment of any fines and/or
         penalties.

2.3. Calculation of the Delivery Date. Upon the delivery of any Port, (but not
before such delivery), the Contracted Party shall notify the Contracting Party
of such delivery, through the representative appointed by the Contracting Party.
For the purposes of this Addendum, the delivery of any Port shall be made at the
time of receipt by the Contracting Party of such notice from the Contracted
Party Notwithstanding the compulsory




                                      A-16
<PAGE>

delivery date described in this section 2.3, in case any Port delivered along
the month does not receive the Final Acceptance within a five-weekday term,
counted as of its delivery, then, such Port will be reputed as having been
delivered on such date.

3. ACCEPTANCE

         3.1. Acceptance Test. The Contracting Party shall have a time of not
         more than five (5) weekdays after the delivery of a Port ("Acceptance
         Test Period") within which it will test such Port. The Contracting
         Party may test the Ports through any method it thinks fit, so as to
         determine whether such Ports meet or surpass any of the Acceptance
         Criteria.

         3.2. Acceptance Criteria. The Contracting Party has the option to
         reject the Ports in case any of the following items are not met (such
         items are jointly the "Acceptance Criteria"), provided that the
         infrastructure supplied by the Contracting Party is in full operation.

                  3.2.1. at least eighty-five per cent (85%) of the
                  users' sessions ends only with a disconnection sequence
                  started by the users;

                  3.2.2. at least ninety-two per cent (92%) of the calls of
                  users successfully connect to the Ports; and

                  3.2.3. at least ninety-seven per cent (97%) of the calls of
                  users who successfully connect to the Port also successfully
                  connect to the Contracting Party's service.

         3.3. Rejection. If a Port fails to comply with any of the Acceptance
         Criteria (each one such non-compliances constitutes a "Non
         Conformity"), the Contracting Party shall notify the Contracted Party,
         (via e-mail), within the Period of the Acceptance Test, specifying the
         nature of the failure with reasonable details. The Contracting Party
         shall remove such rejected Ports in which corrective actions and the
         extinction of problems are pending. With no additional charges to the
         Contracting Party, the Contracted Party shall repair, replace or
         correct the Non- Conformity as soon as it receives the Contracting
         Party's notice that the Ports do not meet the Acceptance Criteria. By
         the end of the repairs and at the re-liberation of the respective Ports
         by the Contracted Party to the Contracting Party, the Contracting Party
         shall be granted an additional Acceptance Test Period to re-test the
         Ports and set forth whether the Non-Conformity has been corrected and
         whether such Ports meet the Acceptance Criteria. This process must be
         repeated as many times as necessary until all the Non-Conformities are
         corrected and such Ports meet the Acceptance Criteria.

         3.3.1 Notwithstanding what has been set forth, if, after three (3)
         trials for curing the Non-Conformities, the Contracted Party has not
         delivered the respective Port, according to the applicable Acceptance
         Criteria, then the Contracting Party can fully or partially cancel,
         with no cost or liability for the Contracting Party, the total or the
         part which has not been met of the Accepted Request as of a specific
         date, through a written cancellation notice issued by the Contracting
         Party.

         3.3.3.1.1 The Contracting Party shall have no payment obligations
         towards the Contracted Party related to any cancelled part of the
         request.

         3.4. Final Acceptance. Ports requested by the Contracting Party must be
         considered as having been accepted (such acceptance is the "Final
         Acceptance") with the occurrence of any of the following events,
         prevailing the one that happens first: (i) receipt by the Contracted
         Party of written notice certifying that the Ports meet the Acceptance
         Criteria, or (ii) expiration of the Acceptance Test Period for such
         Ports, without rejection notification by the Contracting Party.


4. NEW SERVICES.

         5.1. If the Contracted Party is capable of providing any new service
         that will allow the Contracting Party to render services to its clients
         in a similar way as the one utilized, and jointly with the Contracting
         Party's services, but (a) with a general lower cost for the Contracting
         Party, or (b) with the same costs for the Contracting Party but with
         the addition or improvement of the capacity, effects and functionality
         related to the Services (each one of the items (a) and (b) being a "New
         Service"), then, (i) the Contracted Party shall promptly notify the
         Contracting Party and offer to provide such New Service for the
         Contracting Party at a lower or equal cost, and (ii) the Contracted
         Party shall allow the Contracting Party to make the full or partial
         transition of its services, pursuant to the Contracting Party's
         criteria, with no additional cost for the Contracting Party



                                      A-17
<PAGE>

ADDENDUM TO AGREEMENT No. CO/TELEMAR/UNA/SIP/0001-2003

TC DIAL IP CONNECTSERVICE - MODALITY ACCESS CONNECT

                                      ADDENDUM No 02 ENTERED INTO BETWEEN AOL
                                      DO BRASIL  LTDA.  AND TELEMAR  NORTE LESTE
                                      S.A.

THE PARTIES:

The parties to the present Agreement are:



CONTRACTING PARTY: AOL DO BRASIL LIDA, a limited liability company, with its
main place of business at Av. Marginal do Rio Pinheiros, 5200 - American
Business Park - Bloco B - 2. andar, enrolled in the National Registry for Legal
Entities (CNPJ/MF) under n. 03.032.579/0001-62, in this act represented pursuant
to its Articles of Association, hereinafter simply called CONTRACTING PARTY, and

CONTRACTED PARTY: TELEMAR NORTE LESTE S.A., a publicly-held corporation, with
its main place of business in the city of Rio de Janeiro, State of Rio de
Janeiro, at Rua General Polidoro, 99 - 5. andar, Bairro Botafogo, enrolled in
the National Registry for Legal Entities (CNPJ/MF) under n degrees
33.000.118/0001-79, in this act represented pursuant to its Articles of
Association, hereinafter simply called CONTRACTED PARTY.

They are also individually called Party and jointly, Parties.



1. FIRST CLAUSE - THE OBJECT

         1.1. THE PRESENT ADDENDUM HAS AS ITS OBJECTIVE THE SUPPLY, BY THE
CONTRACTED PARTY, OF A SET OF RESOURCES WHICH SHALL ALLOW THE CONNECTION OF THE
NETWORKS OF THE CONTRACTING PARTY'S IP AND TO THE CONTRACTED PARTY'S AND TO THE
INTERNET, THROUGH TC IP CONNECT SERVICE IN ITS MODALITY ACCESS CONNECT (JOINTLY
DEFINED AS "SERVICES"), INCLUDING, AMONG OTHER SERVICES:

(I)      INFRASTRUCTURE OF CONNECTION OF THE CONTRACTING PARTY'S NETWORK WITH
         THE INTERNET FOR USE (A) BY THE USERS COMING FROM THE CONTRACTED
         PARTY'S NETWORKS IN REGION I OF THE GENERAL PLAN OF GRANTING (GPG) AND
         (B) USERS COMING FROM ANY OTHER NETWORKS AND GPG'S REGIONS (WHICH ARE
         NOT FROM THE CONTRACTED PARTY'S NETWORKS IN REGION I OF THE GPG)
         (HEREINAFTER SIMPLY CALLED "WEB CHANNEL");

(II)     DEDICATED INTERCONNECTION DATA CHANNEL OF THE CONTRACTING PARTY'S
         NETWORK TO THE CONTRACTED PARTY'S IP NETWORK FOR TUNNELING OF THE
         TRAFFIC ARISEN FROM USERS COMING FROM THE CONTRACTED PARTIES NETWORKS
         IN REGION I OF THE GPG (HEREINAFTER SIMPLY CALLED "DEDICATED CHANNEL")

(III)    DEDICATED INTERCONNECTION DATA CHANNEL OF THE CONTRACTING PARTY'S
         NETWORK TO THE CONTRACTED PARTY'S IP NETWORK FOR TRAFFIC EXCHANGE
         BETWEEN THE CONTRACTED PARTY'S NETWORK AND THE CONTRACTING PARTY'S
         NETWORK (HEREINAFTER SIMPLY CALLED "PEERING").

         1.2. TC IP CONNECT SERVICE IN ITS MODALITY ACCESS CONNECT, OBJECT OF
THIS ADDENDUM, SHALL BE PERFORMED IN ACCORDANCE WITH THE SERVICE
CHARACTERISTICS, LISTED IN THIS INSTRUMENT AND IN ITS ADDENDUMS.

         1.3. THE CONTRACTED PARTY COMMITS TO PROVIDE ROUTING TO A POINT OF
PHYSICAL INTERCONNECTION WITH THE CONTRACTING PARTY'S FACILITIES, IN A MEETING
POINT DETERMINED BY THE CONTRACTING PARTY WHERE THE DIALED ACCESS TRAFFIC WILL
BE COMMUTED BY THE PARTIES (EACH ONE OF SUCH POINTS, A "MEETING POINT"). THE
MEETING POINT IS THE CONTRACTING PARTY'S FACILITY AT EMBRATEL'S BUILDING IN
MORUMBI, CITY OF SAO PAULO, WHEREBY THE CONTRACTING PARTY MAY CHANGE THE
LOCATION OF SUCH MEETING POINT AT ANY TIME, AT ITS EXCLUSIVE DISCRETION. THE
CONTRACTED PARTY SHALL, AT LEAST, PROVIDE ALTERNATIVE ROUTES FROM ITS
INFRASTRUCTURE TO THE MEETING POINT, IN ORDER TO ELIMINATE SINGLE FAILURE POINTS
IN THE CONTRACTED PARTY'S INFRASTRUCTURE.

2. Second Clause - Contracted Party's Duties:

         2.1. TO PROVIDE TC IP CONNECT SERVICE PURSUANT TO THE TERMS AND
CONDITIONS OF TECHNICAL SPECIFICATIONS REQUIRED BY THE CONTRACTING PARTY, AS SET
FORTH IN EXHIBIT II (TECHNICAL SPECIFICATIONS OF EQUIPMENT AND SERVICES),
STRICTLY COMPLYING WITH QUALITY, AVAILABILITY CRITERIA AND PARAMETERS DESCRIBED
IN EXHIBIT III (QUALITY CRITERIA), WHICH INCLUDES MAKING AVAILABLE TO THE
CONTRACTING PARTY THE MANAGERIAL REPORTS DESCRIBED IN EXHIBIT IV (MANAGERIAL
REPORTS) AND PROPERLY DIMENSIONING ITS IP NETWORK SO AS TO ASSURE TO THE
CONTRACTING PARTY'S USERS ACCESS TO THE INTERNET AND TO THE CONTRACTING PARTY'S
CONTENT, AND TO ASSURE INTERNET ACCESS TO THE CONTRACTING PARTY.

         2.2. To interconnect interconnection points of the set data channels of
the Contracted Party for IP traffic, hereinafter jointly referred to as "IP
Backbone ", to other Internet backbones, pursuant to adequate speed.



<PAGE>

         2.3. To make available and to activate the Contracting Party's IP
access to the Contracted Party's IP Backbone, in the speed agreed upon, as
described in Exhibit III (Quality Criteria).

         2.4. To keep the TC IP CONNECT Service in full adequate operation so as
to assure its operation twenty-four (24) hours a day, seven (7) days a week,
except for the preventive maintenance periods which shall be informed with
seventy-two (72) hours prior notice. In the cases where prior notice is
technically unfeasible, forty-eight (48) hours prior notice shall be accepted.
In periods of time in which the TC IP CONNECT Service is out of operation the
Contracted Party is not exempted from complying with remaining procedures agreed
upon in the present Addendum.

         2.5. To provide the Contracting Party with reports which inform the use
of the contracted circuit (Report of Connection Statistics) and the performance
of the Contracted Party's IP Backbone nucleus (Report on Telemar<180>s IP
Backbone Performance). SUCH reports shall be available for consultation through
the Internet, as set forth in Exhibit IV (Managerial Reports).

         2.5.1. The Contracted Party's IP Backbone Performance Report shall
         present information about latency, network availability and loss of
         packets.

         2.5.2. The Connection Statistics Report shall present information about
         the utilization rate of the contracted circuit.

         2.6. To pro-actively manage the circuit hired by the Contracting Party.
Pro-active management shall be in operation for twenty-four (24) hours a day,
seven (7) days a week. For the effects of this Addendum, "pro-active management"
shall mean the permanent monitoring of the hired circuit, and informing the
Contracting Party in advance with respect to detection of problems and reasons
for circuit interruption.

         2.7. To comply with and observe all operational procedures described in
Exhibit VII (Flow of Operational Procedures).

         2.8. The Contracted Party agrees never to collect, analyze, stock
and/or make use of any information of the Contracting Party's Users and/or
Visitors who navigate by using TC IP CONNECT Service, including, but not
limiting to: names, residential and commercial addresses, telephone numbers,
logins, e-mails, Web pages, used Internet Services, etc.

         2.8.1. The Contracted Party undertakes to keep in full confidentiality
         each and all information of the Contracting Party's Users and/or
         Visitors who use the TC IP CONNECT Service, as well as to take all the
         necessary steps (including through the implementation of adequate
         security measures) which would prevent third parties from having access
         to any information of the Contracting Party's Users and/or Visitors.

         2.9. To activate the Contracting Party's requested Service in the
period of time set forth in Exhibit III of this Addendum.

3. THIRD CLAUSE - CONTRACTING PARTY'S DUTIES

         3.1. To effect the payment of the services provided by the Contracted
Party pursuant to form, period of time and conditions set forth in this
Addendum.

         3.2. To request to Contracted Party any modifications in the speed of
its IP access to the Contracted Party's IP Backbone with thirty (30) days prior
notice.

         3.3. To keep and protect its network, preventing invasion/interference
of third parties, preserving its data, information, hardware and software
resources.

         3.4. To supply all information requested by the Contracted Party, which
are necessary for the activation of the TC IP CONNECT Service.

         3.4.1. In case the Contracting Party fails to supply the requested
         information necessary for the activation of the TC IP CONNECT Service,
         the Contracted Party cannot be made responsible for the delay in the
         service activation.



                                       2
<PAGE>

         3.5. To request the Contracted Party to activate or desinstall any of
the optional services which integrate the TC IP CONNECT solution, accordingly to
the hired modality, in writing and by means of a 30 (thirty) days prior notice.

         3.6. To make available all the necessary equipment for the activation
of the TC IP CONNECT Service in the Contracting Party's facilities (routers).

         3.6.1. Such equipment (hardware and software) must comply with the
         specifications defined by the internet Engineering Task Force (IETF),
         so as to guarantee the inter-operation of the Contracting Party's
         equipment with the Contracted Party's IP Backbone.

         3.7. In Region I of the GPG, any future hiring of TC IP CONNECT
Service, object of this Addendum (or other services with equivalent operation,
independently of the used nomenclature) by the Contracting Party shall be
exclusively effected with the Contracted Party, except: (a) in the assumption
set forth in the Eighth Clause of the Agreement, (b) whenever there is the
Contracted Party's express refusal or (c) in the localities where the Contracted
Party does not comply with the minimum quality standards and other necessary
technical conditions, pursuant the terms of the present Addendum and respective
Exhibits.

4. FOURTH CLAUSE - PRICE

         4.1. For the rendering services described herein, the Contracting Party
shall pay to the Contracted Party the amounts detailed in Exhibit I to this
Addendum.

         4.2. All the prices due to this Agreement shall be charged in REAIS
(R$), in the collection document that shall be sent to:

         Diretor de Operacoes [Operations Director]
         AOL Brasil
         Av. Industrial, 600 - 2(0)andar
         Santo Andre - SP
         CEP 09080-500

5. FIFTH CLAUSE - DELIVERY AND ACCEPTANCE OF SERVICES

         5.1. The Contracting Party shall accept or reject the Services, object
of the present Agreement in up to five (5) weekdays after the delivery of each
one of the channels by the Contracted Party, through the delivery to the
Contracting Party of a respective Instrument of Acceptance.

                  5.1.1. The Contracting Party can reject the Instrument of
Acceptance exclusively in cases in which non-conformity with the technical
specifications contained in the present Addendum and its Exhibits are evidenced.

         5.2. After such term, and upon absence of manifestation by the
Contracting Party, the channels will be considered activated and their delivery
date shall be considered as of the activation date, for the collection purposes.

         5.3. The Instrument of Acceptance's model shall be that committed by
the Parties in Exhibit VIII to this Addendum.

6. SIXTH CLAUSE - IMPLEMENTATION TIME SCHEDULE

         6.1. The Contracted Party acknowledges that it is of major importance
to the efficient rendering of the TC IP CONNECT Service the compliance with the
terms jointly agreed by the Parties, in order to enable the implementation,
pursuant to this Addendum and in its Exhibits, of the rendering of TC IP CONNECT
Service.

7. SEVENTH CLAUSE - DISCOUNTS DUE TO FAILURE IN THE RENDERING OF THE SERVICE

         7.1. Should any problems impend the rendering of TC IP CONNECT Service,
and consequently result in suspension or unavailability of the full use of the
Service by the Contracting Party, than the Contracted Party shall solve such
problems in the maximum term set forth in Exhibit III, in order to guarantee the
availability standard.



                                       3
<PAGE>

         7.1.1. In case the problems caused by and/or of the Contracted Party's
         responsibility are not solved within such a period of time, than the
         Contracted Party shall pay to the Contracting Party, until the
         thirtieth (30th) day of the month subsequent to that of the problems'
         occurrence, the amount obtained through the application of the
         following formula:

<TABLE>
<CAPTION>

          <S>                                 <C>                   <C>
                     n
                [(Sigma Ti)-1,08]
                    i=1                              c                       n
          F = ------------------------------ X 47 X --- applicable when  [Sigma Ti] > 1,08h
                    720                              34                      i=1

</TABLE>

         where:

         F is the penalty due to interruption in the Service(s) in the
         respective month (in thousands of R$), corrected by the variation of
         the National Index of Prices (IGPM-DI) of the Getulio Vargas
         Foundation, every twelve (12) months.

         Ti is the period of i-times interruptions occurred in the respective
         month (in hours)

         N is the number of interruptions in the respective month.

         C is the full capacity installed in Mbps, as in Exhibit I.

         For the purpose of calculating the penalty above, localities where
         interruptions were requested by the Contracting Party or where duly
         programmed preventive maintenance occurred shall not be taken into
         consideration.

         7.1.2. Exhibit III contains the description of quality parameters,
         availability or level of service (SLA), with respect to which the
         penalties set forth in Exhibit III of the present Addendum are applied
         to the Contracted Party.

8. EIGHTH CLAUSE  - VALIDITY TERM

         8.1. THE VALIDITY TERM FOR THIS ADDENDUM IS OF THIRTY-SIX (36) MONTHS,
STARTING ON THE DATE OF ITS EXECUTION, ("VALIDITY"), AND HAVING THE CONTRACTING
PARTY THE OPTION TO EXTEND THE TERM OF THIS ADDENDUM FOR THREE EQUAL SUCCESSIVE
PERIODS OF TWELVE (12) MONTHS, THROUGH NOTIFICATION TO THE CONTRACTED PARTY
LEAST THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THE VALIDITY OR ANY OF ITS
EXTENSIONS.

9. Ninth Clause  - Termination

         9.1. BESIDES THE ASSUMPTIONS EXPRESSLY SET FORTH IN OTHER CLAUSES OF
THE PRESENT ADDENDUM, ANY OF THE PARTIES CAN LEGALLY TERMINATE THE PRESENT
ADDENDUM, WITH NO LIENS, INDEPENDENTLY OF ANY JUDICIAL OR EXTRA-JUDICIAL
PROCEDURE OR CLAIM AND SIMPLY THROUGH WRITTEN NOTIFICATION TO THE OTHER PARTY,
IN CASE SUCH PARTY:

(I)      TRANSFERS TO THIRD PARTIES, WHOLLY OR PARTIALLY, ITS RIGHTS AND DUTIES
         ARISEN FROM THIS ADDENDUM, WITHOUT THE PREVIOUS WRITTEN AUTHORIZATION
         OF THE OTHER PARTY; AND

(II)     FAILS TO COMPLY WITH THIS ADDENDUM AND ITS EXHIBITS, FAULT WHICH IS NOT
         CORRECTED WITHIN A (60) SIXTY-DAY TERM AFTER THE OTHER PARTY'S
         NOTIFICATION.

         9.2. THE CONTRACTING PARTY CAN CANCEL THE SERVICES SET FORTH IN CLAUSE
1.1.(I) ABOVE, AT ANY TIME, WITHOUT INCURRING THE PAYMENT OF ANY FINES,
PENALTIES OR INDEMNIFICATIONS, IN THE CASE OF CANCELLATION OR TERMINATION OF THE
FIRST TC IP DIAL ADDENDUM.

         9.3. THE PARTIES EXPRESSLY AGREE AND FORTHWITH ACCEPT THAT THE PARTY
("INFRINGING PARTY") THAT GIVES RISE TO THE TERMINATION OF THE PRESENT ADDENDUM,
BEFORE THE CONTRACTUAL TERM, IN THE HYPOTHESES SET FORTH IN ITEM 9.1 ABOVE,
SHALL BE SUBJECT TO THE PAYMENT OF COMPENSATORY PENALTY TO THE OTHER PARTY
("INNOCENT PARTY"), WITHIN A (5) FIVE-DAY-TERM COUNTED AS OF THE TERMINATION
DATE.


                                       4
<PAGE>

THE COMPENSATORY PENALTY HEREIN SET FORTH SHALL BE CALCULATED THROUGH THE
APPLICATION OF THE FOLLOWING FORMULA:

F = P  x MM

WHERE:

F = PENALTY AMOUNT TO BE PAID BY THE INFRINGING PARTY TO THE INNOCENT PARTY;
P = PRICE FOR THE SERVICES IN THE MONTH PREVIOUS TO THE TERMINATION.
MM = NUMBER OF MONTHS REMAINING TILL THE EXPIRATION OF THE PRESENT ADDENDUM.

         9.4. IN CASE OF TERMINATION CAUSED BY THE CONTRACTED PARTY, PRIOR TO
THE EXPIRATION OF THE VALIDITY PERIOD OF THE PRESENT ADDENDUM, THE CONTRACTED
PARTY SHALL CONTINUE THE RENDERING OF THE SERVICES TO THE CONTRACTING PARTY,
PURSUANT TO THE TERMS OF THIS ADDENDUM AND ITS EXHIBITS, AND PURSUANT TO THE
SAME CONDITIONS AGREED UPON, FOR THE MINIMUM TERM OF NINETY (90) DAYS, AT THE
CONTRACTING PARTY'S EXCLUSIVE DISCRETION, AS OF THE DATE OF SUCH TERMINATION,
WITH NO PREJUDICE THE PAYMENT FOR SUCH THE SERVICES AS PROVIDED IN THE PRESENT
ADDENDUM AND ITS EXHIBITS BY THE CONTRACTING PARTY, AS WELL AS THE PAYMENT OF
PENALTY, BY THE CONTRACTED PARTY, IF IT IS THE CASE, AS SET FORTH IN ITEM 9.3.

         9.5.IN CASE OF EXPIRATION OR TERMINATION OF THIS ADDENDUM, THE PARTIES
COMMIT TO STOP THE USE AND RETURN TO THE PARTY WHICH OWNS IT, THE EVENTUAL
CONFIDENTIAL INFORMATION RELATED TO THIS ADDENDUM AND ITS EXHIBITS, AS WELL AS
ANY CODES, ACCESSES OR ADDRESSES SUPPLIED BY BOTH THE PARTIES.

10. Tenth Clause - Force Majeure

         10.1. NONE OF THE PARTIES SHALL BE CONSIDERED IN DEFAULT OF ITS DUTIES
SET FORTH IN THE AGREEMENT OR IN THIS ADDENDUM IF AND PROVIDED THAT ITS
PERFORMANCE IS DIRECTLY OR INDIRECTLY PREVENTED OR DELAYED BY ACTS OF GOD AND/OR
FORCE MAJEURE EVENTS, AS SET FORTH IN THE BRAZILIAN CIVIL CODE (HEREINAFTER ANY
OF SUCH EVENTS SHALL BE CALLED "FORCE MAJEURE EVENT"). NOTWITHSTANDING WHAT HAS
BEEN DETAILED HEREIN, IF THE CONTRACTED PARTY'S SUPPLIER OR SUB-HIRED FAILS
TO COMPLY WITH ITS DUTIES TAKEN OVER IN THE LATTER'S AGREEMENT WITH THE
CONTRACTED PARTY, THIS SHALL NOT CONSTITUTE A FORCE MAJEURE EVENT FOR THE
CONTRACTED PARTY, UNLESS SUCH FAULT, ON THE PART OF THE SUPPLIER, IS CAUSED BY A
FORCE MAJEURE EVENT.

         10.2. Concerning any Force Majeure Event, the damaged Party shall not
be compelled to comply with its duties, then affected during the period through
which such circumstances remain, and such Party shall exert its best efforts to
resume its performance, as soon as possible. Any Party, whose performance is
prevented or delayed by the Force Majeure Event shall forthwith notify the other
Party through telephone contact (to be confirmed in writing in up to two (02)
weekdays as of the outset of such delay) and describe in detail the Force
Majeure Event. In so far as one Party can reasonably foresee that it will be
affected by a Force Majeure Event, such Party shall immediately notify the other
Party of such foreseen delay and describe, in as much detail as possible, the
Force Majeure Event.

         10.3. If a Force Majeure Event prevents or delays the Contracted
Party's performance for more than thirty (30) consecutive days, then, the
Contracting Party can hire any third parties for the services set forth in this
Addendum, without incurring the Parties any fines or penalties, being
ascertained that, subsequent to that interruption of the service providing by
the Contracted Party, the Contracting Party commits to restore the provisions of
this Addendum and its Exhibits in up to thirty (30) consecutive days.

11. ELEVENTH CLAUSE - MISCELLANEOUS

         11.1. THE CONTRACTED PARTY BEARS NO RESPONSIBILITY WHATSOEVER FOR THE
UNDUE USE OF THE TC IP CONNECT SERVICE BY ANY OF THE FINAL OR THIRD PARTY'S
USERS.

         11.2 This Addendum's items, as well as its Exhibits related to
confidentiality, shall survive at the expiration or terminatION of this
Addendum.

         11.3. The Exhibits mentioned hereinbelow, initialed by the Parties,
integrate this Addendum for the legal purposes.



                                       5
<PAGE>

         11.4. Each and any modification, alteration or addendum to the present
Addendum shall only be valid if performed through a written document, signed by
all the Parties.

         11.5. In case of any divergence between the present Addendum and any of
its Exhibits, the provisions of this Addendum shall always fully prevail.

         11.6. This Addendum constitutes the full agreement between the Parties,
related to the subject matter in question, replacing each and any document
produced about the same subject. Each and any modification, alteration or
addendum to the present Addendum shall only be valid if performed through a
written document, signed by all the Parties.

         11.7. Each Party states and guarantees that (i) it has the necessary
power and authority to hire and comply with the duties and transactions
described in the Agreement and in the present Addendum and (ii) the execution,
the delivery and the compliance with the Agreement and the present Addendum and
the accomplishment of the transactions described by the Agreement and the
present Addendum have been duly authorized in accordance with the necessary
procedures of the respective Party.

         11.8. In case any of the terms of this Agreement or of this Addendum
eventually conflict with the law under which the Agreement and this Addendum are
constituted or if any of the terms herein set forth is considered invalid by a
court with jurisdiction over both the Parties, the rest of the Agreement or of
this Addendum shall remain in full validity. In case the invalidity of the said
terms prevents the compliance of the fundamental purpose of this Agreement, the
Contracted Party and the Contracting Party shall forthwith start negotiations in
good faith to refund the affected Party of such a fact of the value (either cash
or in services) equivalent to the amount that such Party would have received in
case such terms had not been considered invalid.

         11.9 In the assumption that the Contracted Party is forbidden to
provide the services hired by the present instrument, by order of the National
Agency of Telecommunications (ANATEL), provided that such a prohibition had not
stemmed from acts of the Contracted Party's responsibility, including, but not
limiting, failing to comply with the present concession agreement or by virtue
of any modification in the applicable legislation in force, the present
instrument shall be forthwith terminated through the Contracted Party's written
notice to the Contracting Party, informing that it shall be immediately
terminated. The Agreement's termination for such a reason, even if on the
grounds of acts of the Contracted Party's responsibility shall not grant any of
the parties any right to indemnification, reparation and/or compensation and the
Contracted Party shall have to exert its best efforts to assure the continuity
of the hired service.

         11.10. Except for the cases where the previous liberation to the other
Party is impossible by law, none of the Parties shall issue any notices to the
press, advertisements and marketing material, advertising or other promotional
materials related to the Agreement or to the present Addendum or that make
reference to the other Party or to its commercial names, trademarks or service
marks without the previous written authorization of the other Party, which shall
not be denied or put off without feasible reasons.

         11.10.1 Notwithstanding the aforedetailed, (i) any of the Parties can
         issue press releases and other notices, as requested by the United
         States Securities and Exchange Commission, without the other Party's
         authorization, and (ii) the Contracting Party can issue press releases
         solely mentioning the existence of this Addendum, without the
         Contracted Party's authorization.

         11.11. ALL THE NOTICES, REQUISITIONS, DEMANDS AND DETERMINATIONS UNDER
THIS AGREEMENT (EXCEPT FOR COMMUNICATIONS OF OPERATIONAL ROUTINE AND THE ONES
HEREBY SPECIFIED) SHALL BE IN WRITING AND SHALL BE CONSIDERED AS HAVING BEEN
PROPERLY DELIVERED (I) WHEN DELIVERED IN HAND, (II) ONE (01) WEEKDAY AFTER
HAVING BEEN HANDED OVER TO AN EXPRESS MAIL SERVICE, WITH A RELIABLE MONITORING
SYSTEM OF DELIVERY, (III) FOUR (04) WEEKDAYS AFTER THE POSTAGE DAY WHEN SENT BY
MAIL, REGISTERED LETTER, WITH COMPULSORY RECEIPT, PRE-PAID STAMPING AND
ADDRESSES, AS FOLLOWS:


              FOR THE CONTRACTING PARTY:              FOR THE CONTRACTED PARTY

                   AOL BRASIL LTDA.                          COPIES TO:

   Av. Marginal do Rio Pinheiros, 5200 - Ed.
Philadelphia - 2o. andar - CEP 05693-000 - Sao
             Paulo - SP - Brasil





                                       6
<PAGE>

        Attn: Diretor Juridico [Legal Director]
                Fax: +55 (11) 3759 7401

                   AOL BRASIL LTDA.

Av. Marginal do Rio Pinheiros, 5200 - Ed. Philadelphia
 - 2o. andar - CEP 05693-000 - Sao Paulo - SP - Brasil
   Attn: Diretor de Operacoes [Operations Director]
                Fax: +55 (11) 3759 7401


         The Parties forthwith agree that the above addresses can be altered
provided that one Party gives the other previous notice of this new address and
the date when it will become effective.

         11.12. Nothing herein contained shall be interpreted as creation of any
representation, partnership or any other type of company formation between the
Parties.

         11.13. The Parties make themselves responsible for the payment of
salaries and other labor duties, of social security and social contributions
related to their employees, related to the Services to be provided,
responsibility which falls fully to the respective Party. Besides, each Party
assumes full labor responsibility for their personnel, including social, social
security, death, administrative, disciplinary, fiscal and/or civil, being such
Party considered the sole employer, there being no connection between its
employees or representatives with the Adverse Party.

         11.13.1. In case any complaints or judicial claims are filed against
         one of the Parties by an employee, director, ex-employee or ex-director
         of the Adverse Party, due to its functions related to this agreement,
         such adverse Party agrees to substitute the other Party as defendant in
         such a complaint or claim. In case this substitution is unfeasible, the
         Adverse Party agrees to refund the other Party for any expenditures
         (including attorneys' fees for loss of suit) incurred by such Party
         in THE filed complaint or claim.

         11.14.The Parties forthwith agree that any duties that remain in force
after the termination, the cancellation or the expiration of this Agreement, of
this Addendum and its Exhibits shall survive and remain in force, as expressly
set forth in this Addendum or in its Exhibits.

         11.15. Both the Parties shall act in compliance with all the laws and
regulations which are relevant to its respective performance, pursuant to this
Agreement and/or this Addendum. The Contracted Party shall not collect, sue,
file or reveal any personal data related to the Contracting Party's members.
Besides, the Contracted Party shall not violate the communication secrecy of the
Contracting Party's users and final consumers, via services.

         11.16. The Parties agree that they shall not use the names, logotypes
or trademarks of the other Party or of its Affiliates, without the previous
written consent of the latter.

         11.17. No omission or delay of any of the Parties in performing any of
the rights herein contained shall be considered as waiver or renewal, nor can
any isolate or partial performance of any right herein set forth, prevent any
future or ampler performance of such right or of any other right.

12. TWELFTH CLAUSE  -  DEFINITIONS


FOR THE PURPOSES OF THE PRESENT ADDENDUM, BESIDES THE DEFINITIONS SET FORTH IN
THE OTHER ITEMS, THE FOLLOWING TERMS AND EXPRESSIONS MEAN:

"ANATEL" MEANS NATIONAL AGENCY OF TELECOMMUNICATIONS.

"Content" MEANS A SET OF INFORMATION AND SERVICES OFFERED BY THE CONTRACTING
PARTY AND MADE AVAILABLE FOR CONSULTATION AND USE BY ITS SUBSCRIBERS, USERS AND
VISITORS.

"General Agreement" MEANS THE AGREEMENT FOR SUPPLYING COMMUTED FIXED TELEPHONE
SERVICE AND OTHER TELECOMMUNICATIONS SERVICE AND INTERNET IP SERVICE, ENTERED
INTO BETWEEN THE PARTIES, ON THIS DATE.



                                       7
<PAGE>

"INTERNET" means a world net which gathers, connects and interconnects several
computer nets, making use of TCP/IP protocol, controlled in Brazil by the
Management Committee and abroad by ICANN.

"CONFIDENTIAL INFORMATION" means all information and documents of any kind,
necessary to allow the attainment of the object of this Agreement, which are
delivered to one of the Parties by the other, or by its advisors, auditors,
accountants, attorneys, representatives, managers or employees, who related to
the Parties' business or to the businesses of its clients, suppliers AND
associates, including, but not limiting to management data, financial data and
market strategies.

"GPG" means the General Plan of Granting approved by Decree n degrees 2.534 of
April 2, 1998.

"IP NETWORK" means the Contracted Party's IP Network, an integrant part of the
Internet network.

"NETWORK" or "NETWORK" means the set of equipment for communication and data
processing between computers, servers and other equipment.

"CFAS" means the Commuted Fixed Access Service.

"TAXES" means each and every tax, fees, compulsory loans and contributions,
including but not limiting to the contributions to PIS [Program of Social
Integration] and COFINS [Contribution for Financing Social Security], among
other taxes, related to this Agreement and imposed by the applicable
legislation.

"USERS" means all the Contracting Party's users who, making use of the local
CFAS of the CFAS operator, connect to the Internet, free of charge, through the
ports made available by the Contracted Party for Dialed Access to the Internet.

"Visitors" MEANS ALL THE OTHER USERS WHO ARE NOT THE CONTRACTING PARTY'S USERS
AND WHO ARE CLIENTS OF THE CONTRACTED PARTY'S IP NETWORK.

13. THIRTEENTH CLAUSE - JURISDICTION AND APPLICABLE LAW

         10.1. The present Agreement shall be governed by the Brazilian Law.

         102. The Parties elect the central court of the city of Rio de Janeiro
to settle eventual controversies stemming from this Addendum and its Exhibits.


In witness whereof, they sign the present Addendum in three (03) counterparts of
equal form and content in the presence of the witnesses below:


Rio de Janeiro, March 31, 2003.



TELEMAR NORTE LESTE S.A.


/s/ ABEL AMARAL CAMARGO, JR.
------------------------------------------
ABEL AMARAL CAMARGO, JR.
SALES MANAGER


AOL DO BRASIL LTDA


/s/ EDSON PAVO
------------------------------------------
EDSON PAVO
LEGAL DIRECTOR



                                       8
<PAGE>


WITNESSES:


/s/ MARIANA UEMURA SAMPAIO
-------------------------------------
1:Mariana Uemura Sampaio

/s/ RICARDO FONZAGHI
-------------------------------------
2:Ricardo Fonzaghi




                                       9
<PAGE>

                   EXHIBITS SUMMARY


          EXHIBIT I        PRICES

         EXHIBIT II        TECHNICAL SPECIFICATIONS OF EQUIPMENT AND SERVICES

        EXHIBIT III        QUALITY CRITERIA

         EXHIBIT IV        ONLINE AND OFFLINE MANAGERIAL REPORTS

          EXHIBIT V        IMPLANTATION OF TIME SCHEDULE

         EXHIBIT VI        TECHNICAL DESCRIPTION OF SOLUTION

        EXHIBIT VII        FLOW OF OPERATIONAL PROCEDURES

       EXHIBIT VIII        FORM FOR REQUEST OF SERVICE

            ANEX IX        MANUAL OF BASIC INFRA--STRUCTURE


        ****************************************************************

                               EXHIBIT I - PRICES

The Contracting Party shall pay the amount hereinbelow for hiring TC IP CONNEC
Service

    Service Description                          Amount R$ (With Taxes)
    -------------------                          ---------------------
34 Mbps IP Port                                 [**] REAIS (R$ [**])

34 Mbps Local Access                            [**] REAIS ([**])


All the taxes are included in the amounts hereinbefore.

                  Dedicated IP Port: ISS [Tax on Services], PIS [Social
         Integration Program] and COFINS [Contribution for Financing Social
         Security]

                  Local Access Circuit: ICMS [Tax on Goods and Services], PIS
         [Social Integration Program] and COFINS [Contribution for Financing
         Social Security]

The Contracting Party just commits to hire, according to the aforementioned
specifications, the capacity of the necessary IP traffic to attend to its Users
of Region I of the GPG (Web Channel), coming from the Contracted Party's TC DIAL
IP Network.

No payment will be due for the "Dedicated Channel" or for the "PEERING".

                  This capacity can be modified according to the need of the
         Contracting Party's subscribers' traffic.

         The modification needs of this capacity shall be informed to the
         Contracted Party in due time.

         **********************************************************************
         *********************************************

                  EXHIBIT II - TECHNICAL SPECIFICATIONS OF EQUIPMENT AND
         SERVICES

                  1. CONTRACTING PARTY'S ROUTERS AND SWITCHES

                  This equipment must come from first line suppliers; meet the
         specific configuration needs of each locality (POP)and be flexible so
         as to accept including, but not limiting QoS, CoS and filters.



                                       10
<PAGE>

                  2. SERVICES MONITORING OF THE CONTRACTED PARTY'S NETWORK

                  The Contracted Party shall make available to the Contracting
         Party the devices which can allow the monitoring (in absolute and
         percentage terms) of the occupation of the ports and data circuits, in
         real and historic time. ********************************
         ***********************************************************************

                          EXHIBIT III- QUALITY CRITERIA

1. BASIC CRITERIA

The regularity and the non-interruption of the services and connections of the
Contracting Party's subscribers to the Internet and to the Contracting Party's
Content are of major importance. Thus, the quality criteria for such Service,
purpose for supplying this TC IP CONNECT's agreement, include:

         1.1. real time monitoring of the occupation of the Contracted Party's
         Networks' data circuits, associated with the access liNKS to the
         Contracting Party, offering to the Contracting Party online remote
         monitoring of the communication ports of the routers, via the page made
         available in the Internet and protected by a password.

         1.2.guarantee of full availability of attendance at the Time of
         Greatest Movement (TGM) of the operation, offering to the Contracting
         Party's Subscribers, IP band with average capacity of 10 kbps;

         1.3.managerial reports and logs of traffic information collected and
         used for the generation of the monitoring graphs in the access network,
         containing all the samples of the variables used in preparing such
         graphs, percental and absolute occupation (in mbps) per router
         communication port.

2. SLA GUARANTEE

The failure recovery time for the access links of the Dedicated Channel and the
Web Channel shall not exceed thirty (30) minutes, taking into consideration the
period between the beginning and the effective solution of the failure,
independently of the time of the occurrence opening.

         2.1. The performance indexes to be used as reference for the Guarantee
         of Service Level (SLA) of the Contracted Party's Access Network are:


                        Parameter                                        Amount
                        ---------                                        ------

Average monthly loss of packets in the Contracted Party's Network
  (maximum amount)                                                       [**]%

Monthly Availability for the Service  (minimum amount)                   [**]%

Yearly Availability for the Service (minimum amount)                     [**]%



Throughout all the days of the month, every five (5) minutes, the Contracting
Party shall effect information collection of latency, rate of loss of packets
and availability of routers' ports used in the interconnection between the
Contracted Party's Network and thE Contracting Party's Network.

The measurements of latency and loss of packets shall form the time average,
daily average and, lastly, the monthly average, which shall be compared with the
value set forth for the respective parameter.

SLA OF THE CONTRACTED PARTY'S ACCESS NETWORK SHALL BE MONTHLY AND YEARLY
CALCULATED AS THE AVERAGE OF THE CONNECTION AVAILABILITY BETWEEN THE CONTRACTED
PARTY'S NETWORK AND THE CONTRACTING PARTY'S NETWORK, IN ACCORDANCE WITH THE
FORMULA:



                                       11
<PAGE>

                            n
                         [Sigma](Ttotali-TINDi)
                           i=1
         Availability  = ---------------------- X 100%
                            n X Ttotali
         where:

         Ttotal i is the total time for the i data links in the period taken
         into consideration.

         Tindi is the availability time of the i link in the period taken into
         consideration.

         N is the number of installed links in the period taken into
         consideration.

         IF THE CONTRACTED PARTY FAILS TO COMPLY WITH ANY SLA ITEM, THEN,
         ADDITIONALLY TO ANY OTHER RIGHTS THAT THE CONTRACTING PARTY MAY HAVE,
         THE CONTRACTED PARTY SHALL, WITH NO ADDITIONAL COST FOR THE CONTRACTING
         PARTY:

         (I)      INVESTIGATE AND REPORT THE CAUSES OF THE PROBLEM;

         (II)     ADVISE THE CONTRACTING PARTY ABOUT THE MEASURES THAT ARE BEING
                  TAKEN FOR THE SOLUTION OF SUCH PROBLEMS;

         (III)    CORRECT THE PROBLEM SO THAT SLA IS COMPLIED WITH AS SOON AS
                  POSSIBLE; AND

         (IV)     ADOPT ADEQUATE PREVENTIVE MEASURES TO PREVENT THE PROBLEM'S
                  RE-INCIDENCE.


FAILING TO COMPLY WITH SLA IN FOUR (4) MONTHS ALONG THE YEAR OR NON-COMPLIANCE
WITH THE YEARLY SLA SHALL COMMIT THE CONTRACTED PARTY TO MAKE AVAILABLE ENOUGH
ADDITIONAL CAPACITY, IN A DIVERSE PHYSICAL ROUTE, SO AS TO ALLOW SLA'S
COMPLIANCE, WITH NO ADDITIONAL BURDEN FOR THE CONTRACTING PARTY.

PROGRAMMED INTERRUPTIONS REQUESTED BY THE CONTRACTING PARTY OR PREVENTIVE
MAINTENANCE SHALL NOT BE ACCOUNTED FOR IN THE CALCULATION OF THE SERVICE
AVAILABILITY.

THE SERVICES SHALL COMPLY WITH OR EXCEED THE PERFORMANCE STANDARDS IDENTIFIED IN
THIS EXHIBIT. WITH NO LOSS OF THE OTHER CONTRACTING PARTY'S PREROGATIVES, IF THE
CONTRACTED PARTY FAILS IN THE ATTENDANCE OF ANY SERVICE LEVEL, THE CONTRACTED
PARTY SHALL, WITH NO ADDITIONAL COST FOR THE CONTRACTING PARTY:

         o        INVESTIGATE AND REPORT THE CAUSES OF THE PROBLEM;

         o        ADVISE THE CONTRACTING PARTY ABOUT THE MEASURES THAT ARE BEING
                  TAKEN FOR THE SOLUTION OF SUCH PROBLEMS;

         o        CORRECT THE PROBLEM SO THAT SLA IS COMPLIED WITH AS SOON AS
                  POSSIBLE; AND

         o        ADOPT ADEQUATE PREVENTIVE MEASURES TO PREVENT THE PROBLEM'S
                  RE-INCIDENCE

2.2. SLA SERVICE

The Service shall:

         o        have [**]% availability, being that it can have a maximum of
                  interruptions amounting to [**] hours per year ([**]% yearly
                  availability), a maximum of interruptions amounting to [**]
                  hours per month and one interruption, isolatedly, cannot
                  exceed the ([**])[**] limit, being that the preventive
                  maintenances will not be accounted for as interruptions;



                                       12
<PAGE>

         o        have the maximum occupation of [**]% of the installed
                  capacity. Whenever the occupation amount of [**]% is attained,
                  the Contracted Party shall make arrangements, in up to [**]
                  ([**]) days subsequent to the formalization of the established
                  needs between the Parties, for the expansion of the installed
                  capacity.

The maximum latency between the Contracting Party's router and the Contracted
Party's router shall be the maximum of 10 ms.

Both the Contracted Party and the Contracted Party shall exert their best
efforts for the Service to have the maximum redundancy possible so as to prevent
single failure points in the architecture of the involved networks. For such,
they can even, but not limiting to, use links and distinct and redundant
routers.

3. PREVENTIVE MAINTENANCE

Preventive maintenance openings shall occur on Tuesdays and Thursdays, provided
that they do not fall on holidays, from five (5) a.m. to seven (7) a.m.

The Contracted Party shall advise the Contracting Party at least seventy-two
(72) hours in advance, informing which localities and elements of the Contracted
Party's network will be affected.

Exceptions to the above determinations shall be previously agreed upon between
the Parties, case by case.

4. REQUESTS FOR REPAIRS.

The Contracted Party shall make available to the Contracting Party a telephone
number, of free access (0800), twenty-four (24) hours a day, including
Saturdays, Sundays and holidays, three hundred and sixty-five (365) days a year,
for opening of calls and registers for repair requests and re-establishment of
the rendered services.


In case of occurrence of any operational failure in the Contracted Party's
Network, the Contracted Party commits to immediately advise the Contracting
Party's operational department, detailing corrective measures in process of
execution, as well as the time foreseen for the repair. When the Contracted
Party or the Contracting Party detect one problem, should be open a called for
the repair solicitation and from this moment will be unleash the necessary
provide to found the solution. (...)

*******************************************************************************
******************************************

EXHIBIT IV - ONLINE AND OFFLINE MANAGERIAL REPORTS


The Contracted Party commits to:

1. To supply daily reports with a minimum interval of five (5) minutes between
collections, of the communication ports of the edge Routers with the Contracting
Parties, including, but not limiting to:

         Supplying daily reports with a minimum interval of five (5) minutes
         between the collections, of the data links appointing, but not limiting
         to:

         o        Designation of the circuit (online identification of circuit)

         o        Direction of the data flow and use of the channel in real time
                  (MRTG or similar)

         o        Loss of packets (online)

         o        Latency (online)



                                       13
<PAGE>

         o        IP Address of interface and band(s) of the link(s) (online)

         o        Average and minimum Round Trip Time (RTT) and RTT's
                  monthly standard deviation.

2. Periodically supply logs reports (offline) (preferably every fifteen days)
with the collected information for the preparation of online graphs and reports
(MRTG type or similar). Such information shall provide the Contracting Party
with enough information to re-generate the same graphs presented in the
monitoring of the online events.

*******************************************************************************
**********************************************

EXHIBIT VI - TECHNICAL DESCRIPTION OF THE SOLUTION

TC-IP-Connect is a solution for providing dialed access to the Internet with
high quality and reliability, which makes available the most modern network
infra-structure and advanced management to companies that wish to act as
Internet service providers, outsourcing the necessary infra-structure. The
solution grants the Contracting Party attendance of the Contracted Party's IP
Backbone in Region I and its interconnection with the other National and
International IP Backbones, so as to offer IP transit to the Contracting Party's
subscribers and users.

When hiring TC IP CONNECT, the Contracting Part becomes apt to offer Internet
access to its users, clients, partners and suppliers. The Contracted party shall
make available an infrastructure capable of connecting them to the Internet,
within the quality standards set forth in this agreement.

TC IP CONNECT shall allow the Contracting Party to keep focus in its clients,
enjoying its high quality in the rendered service, outsourcing part of the
infra-structure to Internet access and being its management under the Contracted
Party's responsibility, with the possibility of Remote Monitoring, on the part
of the Contracting Party of the communication interfaces associated to the
available Accesses between the Contracted Party's and the Contracting Party's IP
Networks.

1. TOPOLOGY OF THE SOLUTION

The connection model, exclusive for the delivery of the TC IP CONNECT Service to
the Contracting Party, has been detailed in the figure below:

         [GRAPHIC]

The service management is 24x7x365. At any instant there is a specialized
professional monitoring the performance and assuring the availability of the
dialed access service to the Internet.


                                       14
<PAGE>

TC IP CONNECT has its quality acknowledged by Cisco, having received the seal
"Cisco Powered Network -CPN" to attest it. The routers used all are of them last
generation Cisco equipment, assuring high quality connection and extreme
reliability.


*******************************************************************************
**************************************************************

EXHIBIT VII - FLOW OF OPERATIONAL PROCEDURES

This document sets forth the scale for service failures of the Contracted
Party's Network.

The Flow of Operational procedures shall be detailed, by joint consent between
the Parties in up to fifteen (15) days after the execution of this Addendum,
compromising the Contracted Party's and the Contracting Party's operational
flows of the attendance teams, the operation and the maintenance.

Amongst the aspects to be approached by the detailing of the Flow of Operational
procedures are:

         1.       Methodology and procedures for the openings, follow-up and
                  closing of occurrences;

         2.       Follow-up of the Operational Flow;

         3.       Diagram of the Operational Flow;

         4.       Contacts for the scale of occurrences (see chart below to be
                  filled in and periodically updated by joint consent by the
                  companies)

         5.       Scale chart and Recurrence of Problems

         Scale Time and Responsible People (example to be filled in):

<TABLE>
<CAPTION>

      Level     Opening Time          Name / Position
      -----     ------------          ---------------

      <S>      <C>                    <C>
                                      Service Operation of the Contracted Party's Network
      Critical  Immediate             Coordinator/Manager/Superintendent/Director
                                      0800-XXXXXX

----------------------------------------------------------------------------------------

                > 2 hs                Service Manager of the Contracted Party's Network

      High
                > 3 hs                Superintendent/Director

----------------------------------------------------------------------------------------

                > 4 hs                Service Manager of the Contracted Party's Network

      Average
                > 5 hs                Superintendent/Director

----------------------------------------------------------------------------------------

                > 6 hs                Service Manager of the Contracted Party's Network

      Low
                > 8 hs                Superintendent/Director

----------------------------------------------------------------------------------------

</TABLE>



                                       15
<PAGE>

1. CONTACTS FOR THE SCALES

<TABLE>
<CAPTION>


    <S>                                                            <C>
    Center of Services Management of the Contracted Party's        Phone: 0800-XXXXXX
    Network
    EMAIL_:_CG@TELEMAR.COM.BR

    Name of  the Services Manager of the Contracted Party's        Phone: XX XXXX XXXX
    Network                                                        Cellular: XX XXXX XXXX
    EMAIL_:_GERENTE@TELEMAR.COM.BR

    Name of the Services Superintendent of the Contracted          Phone: XX XXXX XXXX
    Party's Network                                                Cellular: XX XXXX XXXX
    EMAIL_:_SUPERINTENDENTE@TELEMAR.COM.BR

    Name of  the Services Director of the Contracted Party's       Phone: XX XXXX XXXX
    Network                                                        Cellular: XX XXXX XXXX
    EMAIL_:_DIRETOR@TELEMAR.COM.BR

</TABLE>

2. ACCESS VIA WEB

The reports of the Contracted Party's Network are available in URL with user's
name and password, in accordance with the information below:

URL:https://www.telemar.com.be/enderecodosrelatorios

Username: name of login
Password: name of login

3. TECHNICAL SUPPORT

A specialized team of the Center of Management of Network shall be available
twenty-four (24) hours a day, seven (7) days a week to carry out technical
support, including the maintenance of the access circuit to the Internet.


*******************************************************************************



<PAGE>


EXHIBIT VIII - INSTRUMENT OF ACCEPTANCE


                                   Instrument of                Pegasus Request
[LOGO} TELEMAR                     Technical                    No OCS
                                   Acceptance
                                                                ----------------
                                  (See: 0101)

                                                                SERVICE NAME


Designation of the Circuits                           Installation Date

                                                      Date of Beginning of Tests

Site Pegasus                                          Acceptance Date



                                     Point A
Corporate Name

National Registry of Legal           State Enrollment
Entities

Site Address

Cep [Zip]                City                              Federation State

Local Contact                                              Phone:

Remote Contact                                             Phone.:

Condominium Contact                                        Phone.:

Technician

Description of Equipment:

Transmission Equipment / Type

Assets

Slot                                                            Port

Interface                                                       Link Speed

Protocol                                                        CIR SPEED


(JUST FOR DIGITAL DATE)


IP Address - Interface WAN

Address Mask

IP Address - Interface LAN

Address Mask

<TABLE>
<CAPTION>

<S>                          <C>         <C>         <C>        <C>       <C>
INTERFACE VOZ - 0:           [ ] VOIP    [ ] VOFR
CLIENT SIGNALIZATION TYPE:   [ ] E&M     [ ] FXS                [ ] FXO
TYPE OF  LMI:                            [ ] ANSI    [ ] CCITT             [ ] VENDOR FORUN
EXTERNAL ROUTER PROTOCOL:    [ ] RIP I   [ ] RIP II  [ ] OSPF         [ ] BGP4
                                         [ ] STATIC  [ ] IGRP   [ ] EIGRP
</TABLE>


                                       16
<PAGE>
                                    POINT B
--------------------------------------------------------------------------------
Client
--------------------------------------------------------------------------------
Site Address
--------------------------------------------------------------------------------

CEP{ZIP]                                City                         Federation
                                                                     Unit

--------------------------------------------------------------------------------

Local Contact                                          Phone.:
--------------------------------------------------------------------------------

Remote Contact

Condominium  Contact                                   Phone.:
--------------------------------------------------------------------------------

Techinician
--------------------------------------------------------------------------------


Client Technical Responsible: __________________________
                              Name:


Descricao Equipamentos:

Equipment Transmission / Type
--------------------------------------------------------------------------------
Assets
--------------------------------------------------------------------------------
Slot                                                            Port
--------------------------------------------------------------------------------
Interface                                                       Link Speed
--------------------------------------------------------------------------------
Protocol
                                                                CIR Speed
--------------------------------------------------------------------------------

Just for  Digital Date)
--------------------------------------------------------------------------------

Ip Address Interface Wan
--------------------------------------------------------------------------------

Address Mask
--------------------------------------------------------------------------------

Ip Address Interface Lan
--------------------------------------------------------------------------------

Address Mask
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>             <C>                   <C>           <C>         <C>         <C>              <C>
Interface VOZ - 0:                    [ ] VoIP      [ ] VoFR
Client Signalization Type:            [ ] E&M       [ ] FXS     [ ] FXO
 LMI Type:                                          [ ] ANSI                [ ] CCITT         [ ] VENDOR FORUN
External Routing Protocol:  [ ] RIP I [ ] RIP II    [ ] OSPF          [ ] BGP4
                                                    [ ] STATIC
        [ ] IGRP           [ ] EIGRP

</TABLE>

Acceptance Type

--------------------------------------------------------------------------------
ACCEPTANCE EQUIPMENT

--------------------------------------------------------------------------------
SERIES N.                                             VERIFICATION DATE
--------------------------------------------------------------------------------

----------------                ------------------------------------------------
ERROR RATE (BER)                PERFORMED PERIOD
----------------                ------------------------------------------------

----------------------------        -------------             ------------------
Dlci   ---                          lLMI ---                  CIR    -----
----------------------------        -------------             ------------------

----------------------------            ----------------------------------------
PROTOCOL  ---                           PING     REPLY TIME        ---
                                        ----------------------------------------
                                                 LOSS OF PACKETS   ---
                                        ----------------------------------------

------------------------       --------------        ---------------------
VISUAL INSPECTION     OK       FINISHING   OK        IDENTIFICATION     OK
------------------------       --------------        ---------------------


--------------------------------------------------------------------------------
OBSERVACOES:
--------------------------------------------------------------------------------


                                       17
<PAGE>

--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
BILLINGS: THE CLIENT AUTHORIZES THE BEGINNING OF THE BILLING, AS OF THE
ACCEPTANCE DATE, CONTAINED IN THE PRESENT TECHNICAL INSTRUMENT OF ACCEPTANCE.

--------------------------------------------------------------------------------


        --------------------------------         -------------------------------
        Telemar's Responsible Technician         Client's Responsible Technician






                                       18