<PAGE>
                                                                    Exhibit 10.6


            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.

          AGREEMENT FOR PROMOTION OF TRAFFIC IN REGION I OF THE GENERAL
                   PLAN OF GRANTING (GPG) AND OTHER COVENANTS

AOL DO BRASIL LTDA, a Brazilian limited liability company with its main place of
business at Av. Marginal do Rio Pinheiros, 5200 - American Business Park - Bloco
B - 2.(degree) floor, enrolled in the National Registry for Legal Entities
(CNPJ/MF) under n(0) 03.032.579 /0001-62, in this act represented pursuant to
its Articles of Association, hereinafter individually called "AOL";

and

TNL.Acesso S.A. a corporation with its main place of business at Avenida Ceci,
1900 - part, Town de Barueri - SP, enrolled in the National Registry for Legal
Entities (CNPJ/MF) under n.(0) 03.772.673/0001-58, in this act represented
pursuant to its Articles of Association, hereinafter individually called "TAC";

TAC and AOL are also individually called as a "Party" and jointly as "Parties".

When used in this Agreement, the terms below shall have the following meanings:

     a)   "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.

     b)   "Agreement" means the present Agreement of Promotion of Traffic in
          Region I of the GPG [General Plan of Granting] and Other Covenants.

     c)   "ANATEL" means National Agency of Telecommunications.

     d)   "Infrastructure of Connection to the Internet" or "Infrastructure"
          means each and every system made available and/or that may become
          available by the Operator, being the ISDN accesses excluded, so as to
          provide connection and access to the Internet through the Commuted
          Fixed Telephone Service in the modality Local, including the IP Dial
          Ports, IP Ports and Access circuits, as it may eventually be specified
          in hiring of its own, which shall include, among others:

          (i) the necessary telecommunications Infrastructure to provide access
          of AOL's users, in narrow band (i.e. through dialed access, also
          called "dial-up"), through the installation and continued availability
          of the IP Dial Port in the modality exclusive for AOL's specific
          applications.

          (ii) the interconnection dedicated access channel(s) of AOL Network's
          users or not, to the Internet.

     e)   "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.


<PAGE>
                                                                               2


     f)   "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's business or to
          the businesses of its clients, suppliers and associates, including,
          but not limiting to management data, financial data and market
          strategies.

     g)   "GPG" means the General Plan of Granting approved by Decree n(0)2.534
          of April 2, 1998.

     h)   "Pulses" means the chargeable telephone pulses, generated by AOL's
          users in the Operator's Network of the Commuted Fixed Access Service
          and finished in the ports made available by the Operator.

     i)   "CFAS" means the Commuted Fixed Access Service.

     j)   "Users" means all AOL's users who, making use of the CFAS, connect to
          the Internet, through the ports made available by the Operator for
          Dial-up Access to the Internet.

     k)   "Taxes" means each and every tax, fees, compulsory loans and
          contributions to PIS [Program of Social Integration], COFINS
          [Contribution for Financing Social Security], among other taxes,
          related to this Agreement and imposed by the applicable legislation.

     l)   "IP Dial Port" means the set of equipment (accesses and others) or the
          necessary resources to receive telephone calls and to provide access
          to the Internet through the CFAS, through Remote Access Servers (RAS)
          which make interface between the CFAS network and the IP/Internet
          network.

     m)   "IP Port" means the interface in the router connected to the IP
          Network of any supplier for IP bi-directional traffic to the Internet,
          which may eventually allow AOL's connection to the Internet.

     n)   "Operator(s)" means/mean the CFAS companies chosen by TAC and
          expressly accepted by AOL, which will supply AOL with Infrastructure
          of Connection to the Internet.

     o)   "CFAS Operator" means the CFAS Operator chosen by TAC and expressly
          accepted by AOL, which will be the source for the calls of AOL's
          users in Region I of the GPG.

     p)   "ISDN" means Internet Services Digital Network.

     q)   "ICANN" means Internet Corporation for Assigned Names and Numbers.

     r)   "Significant Modification of the Rules Referring to the Dialed Access
          Traffic to the Internet" means any change in the present
          interconnection procedure, which gives rise to the exclusion of the
          dialed access traffic to the Internet of Class I interconnections, as
          defined in the General Regulations of Interconnections, approved by
          Resolution n(0)40 of July 23, 1998.


<PAGE>
                                                                               3


     s)   "IP Network" means the Operator's IP network, an integrant part of the
          Internet network.

     t)   "Limit of Pulses" means [**] ([**]) pulses per 30 days, from the sign
          to this Agreement until 90 days before; [**] ([**]) pulses per 30
          days, from to 91st day until the 180th day to this Agreement; [**]
          ([**]) pulses per 30 days, from to 181st until 270th day to this
          Agreement and [**] ([**]) pulses in periods from 30 days, remaining to
          this Agreement.

     u)   "AOL's Network" means the servers' network which processes AOL
          services and products, that of its Affiliates and of its suppliers of
          content and applications and their respective equipment for data
          communication.

     v)   "Affiliate" means, concerning one of the Parties, a partnership that
          is controlled or is the controlling company or which is under a common
          control with such Party.

     w)   CFAS Operating of Traffic Telephone Termination Means the operating of
          CFAS choose from TAC and expressly accept to AOL, whom finished the
          calls from AOL users, at Region I of the GPG.


Whenever demanded by the context, definitions contained in this Agreement shall
apply both in the singular and in the plural and vice-versa, and the masculine
gender shall include the feminine and vice-versa.

1.   The Object

     1.1.The object of the present Agreement is the promotion of telephone
     traffic in Region I of the GPG, through the calls that have their source in
     the terminals of the CFAS Operator and finish in the Infrastructure of
     Connection to the Internet, made available by the Operator for dialed
     access to the Internet on the part of the Users, in Region I of the GPG,
     through payment by TAC to AOL of commission, as defined in this Agreement.

2.   Interpretation of the Agreement

     2.1. The headings and titles of these instruments serve only the
     convenience of reference and will not limit or affect the meaning of the
     provisions of this Agreement.

     2.2. References to any document or other instruments include all its
     modifications, replacements, consolidations and respective complements,
     except if expressly otherwise set forth

     2.3. Except if otherwise expressly determined in this instrument, reference
     to Items or Exhibits apply to the Items and Exhibits of this Agreement.

3.   Compensation

     3.1. Subject to the terms and conditions of the present Agreement, as
     compensation for the payment of commission for promotion of traffic in
     Region I of the GPG, AOL commits to


<PAGE>
                                                                               4


    hire, with exclusivity, for the period of time this Agreement is in force,
    the Infrastructure of Connection to the Internet of the Operator(s) in
    Region I of the GPG.

          3.1.1. During a transition period, when the Infrastructure will be
          implemented and which shall last for the term of three (03) months,
          counted as of the execution of this Agreement, AOL will exert all the
          necessary efforts for the migration to the Infrastructure of
          Connection to the Internet of the Operator(s) in Region I of the GPG,
          being forthwith agreed that during such transition period AOL will not
          practice the exclusivity set forth in 3.1 above. The above period of
          time will be extended in the localities where the delivery of Ports
          does not occur due to responsibility attributable to the Operator(s)
          in Region I of the GPG, related to the Ports which were not delivered.

          3.1.2. It is herein agreed that AOL will be automatically freed from
          the duty referred to in item 3.1. above in the localities that may
          eventually provide access to the Internet to its Users and whereto the
          Operator has expressly refused to offer the Infrastructure, as well as
          in the localities where the Operator evidently does not comply with
          the minimum quality standards and other necessary technical
          conditions, pursuant to the terms of specific hiring.

               3.1.2.1.The exemption set forth in item 3.1 above will not apply
               to the exclusivity duty of the CFAS Operator. In this case, AOL
               shall forward its telephone traffic, with exclusivity to the CFAS
               Operator.

          3.1.3. The exclusivity set forth in item 3.1 above, shall be extended
          to the IP Ports, needed for the national traffic flow to the Internet
          generated by the IP Dial Ports hired for Region I of the GPG,
          independently of the GPG Region where the installation of the said
          Ports will take place in the following way: AOL will filter IP route
          advertisements arisen from the operators that do not allow IP traffic
          exchange through non-paid peering with the Operator(s) in Region I of
          the GPG.

4.  General Conditions

     4.1. From the execution date of the present Agreement until now (a) six
     (06) months after the entry date in force for the new rules, which contain
     Significant Modification in the Rules Related to Dialed Access Traffic, or
     (b) the date of December 31, 2005, what happens first, TAC shall monthly
     pay, as commission, to AOL the amounts described hereinbelow:

          4.1.1. From the First Pulse until the Limit of Pulses:

               4.1.1.1. The amount of R$[**] ([**] reais) per Pulse, for the
               period of July 1, 2003 until September 30, 2003.

               4.1.1.2. The amount of R$[**] ([**] reais) above comprises two
               portions, being one in the amount of R$[**] ([**] reais) called
               "Basic Portion" and the other in the amount of R$[**] ([**]
               reais) called "Extended Portion".

               4.1.1.3. The amount of R$[**] ([**] reais) per Pulse, for the
               period of the 91st day until the 180th after the date of this
               Agreement.


<PAGE>
                                                                               5


               4.1.1.4. The amount of R$[**] ([**] reais) above comprises
               portions, being one in the amount of R$[**] ([**] reais) called
               "Basic Portion" and the other in the amount of R$[**] ([**]
               reais), called "Extended Portion".

               4.1.1.5. The amount of R$[**] ([**] reais) per Pulse, for the
               period of the 180th day until the 270th day after the date of
               this Agreement.

               4.1.1.6. The amount of R$[**] ([**] reais) above comprises
               portions, being one in the amount of R$[**] ([**] reais) called
               "Basic Portion" and the other in the amount of R$[**] ([**]
               reais), called "Extended Portion".

               4.1.1.7. The amount of R$[**] ([**] reais) per Pulse, for the
               period from the 271st day after the date of this Agreement until
               December 31, 2005.

               4.1.1.8. The amount of R$[**] ([**] reais) above comprises
               portions, being one in the amount of R$[**] ([**] reais) called
               "Basic Portion" and the other in the amount of R$[**] ([**]
               reais), called "Extended Portion".

          4.1.2. From the Limit of Pulses plus 1 (one) on:

               4.1.2.1. The amount of R$[**] ([**] reais) per Pulse, comprised
               exclusively by the "Extended Portion" for the period from 90 days
               after the date of this Agreement.

               4.1.2.2. The amount of R$[**] ([**] reais) per Pulse, comprised
               exclusively by the "Extended Portion" for the period from the
               91st day until the 180th day after the date of this Agreement.

               4.1.2.3. The amount of R$[**] ([**] reais) per Pulse, comprised
               exclusively by the "Extended Portion" for the period from the
               181st day until the 270th day after the date of this Agreement.

               4.1.2.4. The amount of R$[**] ([**] reais) per Pulse, comprised
               exclusively by the "Extended Portion" from the 271st day after
               the date of this Agreement until December 31, 2005.

          4.1.3. The Limit of Pulses should be re-adjust in a period for three
          and three months by the Parties, to adjust, in a common agree, the
          higher or the minor, in function for the amplification or reduction,
          of the Infrastructure hiring by the Operator.

     4.2. The payment amounts per Pulse shall be yearly re-adjusted as of the
     date of this Agreement execution, by applying the variation for the period
     of the General Index of Prices - Internal Availability (IGP-DI), verified
     by the Getulio Vargas Foundation, with no loss of the application of a
     lower variation, in accordance with the negotiation between the Parties. In
     case such index is extinguished, the official index that replaces it shall
     be applied. In case the legislation eventually allows re-adjustments in
     different yearly periods, the least periodicity for adjustment will be
     automatically applied to the aforementioned amounts, through previous
     written notice by TAC or AOL.


<PAGE>
                                                                               6


     4.3. TAC shall furnish AOL, until the tenth day of the second subsequent
     month when the Pulses were produced, with a monthly report containing the
     total description of the produced Pulses, report which can be audited by
     AOL, at its own exclusive discretion.

          4.3.1. TAC states and guarantees that it has the right to audit the
          verification of the number of Pulses with the Operator of the Commuted
          Fixed Access Service Operator (CFAS).

          4.3.2. In case there is discrepancy higher than [**]% ([**] per cent)
          amongst the Pulses stated in the monthly report delivered by TAC and
          the well-grounded verification performed by AOL, AOL can audit the
          verification process used, with no loss of AOL's possibility for
          issuing the respective collection document.

          4.3.3. For the purposes of the auditing set forth in the above item,
          AOL shall appoint independent auditors, selected among the five major
          auditing firms in the market (the "big five") to perform such
          auditing.

          4.3.4. TAC shall, in up to thirty (30) days, counted as of the
          auditors appointment by AOL, allow the outset of the auditing process
          with the CFAS Operator and endeavor for such necessary information to
          be promptly provided.

          4.3.5. Eventual discrepancy verified by the auditing shall be paid or
          refunded by the benefited Party to the damaged Party within a (30)
          thirty-day term counted as of the request for such purpose.

     4.4. In case ANATEL or the CFAS's Operator set forth alternative payment
     plans for the Dialed Access Traffic to the Internet, not taking into
     consideration the pulses arisen from the traffic ended in the
     Infrastructure of Connection to the Internet, TAC shall commit to pay
     monthly to AOL, exclusively in the period of time set forth in the above
     item 4.1, the equivalent to [**] ([**]) monthly Pulses per AOL User who
     chooses the alternative plan, being such pulses added to the pulses
     effectively measured, as described in items 4.1. above, complying with the
     Limit of Pulses.

     4.5. By the end of the term set forth in item 4.1.above, TAC and AOL will
     not owe any amount related to the commission for traffic promotion. All the
     other duties hired by the Parties shall remain valid and efficient
     throughout the validity of the present Agreement, its Addendums and
     respective Exhibits, particularly the exclusivity regime for hiring the
     Operator's Infrastructure of Connection to the Internet.

     4.6. The portions owed by TAC to AOL, pursuant to items 4.1.above, shall be
     monthly paid until the twenty-fifth day of the second subsequent month when
     the Pulses were produced in the CFAS Operator of Region I of the GPG, by
     AOL's Users. The payment shall be effected through a collection instrument
     to be delivered to TAC at least ten (10) days before the maturity date.
     There being no banking work on the established date, the payment shall be
     effected in the first subsequent weekday. The deposit slips in favor of AOL
     will be considered as valid documents for the evidencing of the receipt of
     the due payments by TAC.


<PAGE>
                                                                               7


          4.6.1. In the assumption of delay in the delivery of the monthly
          report to AOL, within the term set forth in item 4.2 above, AOL shall
          issue a collection document in amount equal to that verified in the
          month immediately previous to the month in question. Eventual
          differences between the amounts thus paid and those effectively due
          shall be compensated when issuing the collection document of the
          subsequent month.

     4.7. The amount described in items 4.1.above is gross, being therein
     already included all the taxes, liens and contributions that AOL is
     responsible for collecting, no repass whatsoever being allowed, including
     in what refers to the creation of new levying taxes or to the modification
     of the levying rules (whether modification of the calculation basis or of
     aliquots). The payments by TAC to AOL shall be effected with no retention,
     except for those mandatory by law, of AOL's responsibility.

     4.8. Non-payment, on maturity date, subjects TAC to the following
     sanctions: (a) fine on arrears of 2% or the maximum percentage allowed by
     the legislation in force which may eventually replace it, applied over the
     overall amount of the non-paid debit, on the day following the maturity;
     (b) interest on arrears per month (or fraction of the month) of 1% or the
     maximum percentage allowed by the legislation in force, which may
     eventually replace it, counted as of the first (1st) day subsequent to the
     maturity and applied over the overall amount of the non-paid debit; and (c)
     updated debit until the date of the effective payment, in accordance with
     the IGP-DI [FGV] variation or by the index that eventually officially
     replaces it.

     4.9.TAC shall exert its best efforts, complying with the good faith
     principle, aiming at maintaining the conditions of the present Agreement,
     its Addendums and respective Exhibits, equally to those offered by TAC to
     any server of access to the Internet equivalent to AOL, for similar hiring,
     avoiding hiring which may affect the balance of the present Agreement.

5.   Validity

     5.1. This Agreement shall be in force as of the date of its execution,
     remaining in force until the date of December 31, 2005.

6.   Termination

     6.1. The present Agreement can be legally terminated by any of the Parties,
     with no liens, independently of any judicial or extra-judicial procedure or
     notification and through a simple written notification to the other Party,
     in case the other Party:

          6.1.1. Transfers to third parties, wholly or partially, its rights and
          duties arisen from this Agreement, without the previous written
          authorization of the other Party;

          6.1.2. Does not comply with any duty set forth in this Agreement,
          fault which is not corrected within a (60) sixty-day term subsequent
          to the notification of the other Party;

          6.1.3. By concord between the Parties, with no penalty whatsoever for
          any of the Parties;


<PAGE>
                                                                               8


          6.1.4.  In case of  adjudication  of bankruptcy or concordata or
          liquidation  or corporate  dissolution of any of the Parties.


     6.2. Contractual termination by virtue of initiative or fault of any of the
     Parties, before the term agreed upon, in item 5.1 above, except for the
     provisions of item 6.1 above, shall imply the payment of compensatory fine
     to the other Party, in the amount of [**] reais (R$ [**]), amount to be
     re-adjusted every twelve (12) months, counted as of this Agreement's
     execution date, by applying the variation of the IGP-DI of Getulio Vargas
     Foundation.

7.   Confidentiality.

     7.1. Due to the access they have had and shall have to Confidential
     Information of the other Party, the Parties reciprocally commit:

          a)   Not to allow access to the other Party's Confidential Information
               to third parties who are not their managers, employees,
               representatives, agents and advisors, and to them just in the
               necessary extent to allow the attainment of the object of this
               Agreement;

          b)   Not to make use of the Confidential Information, except for the
               aims set forth in this Agreement and/or in other agreements
               entered into between the Parties; to keep the greatest
               confidentiality possible related to the received Confidential
               Information, inclusive rigorously watching over it so that there
               is no circulation of counterparts, e-mails, faxes and other forms
               of private or public communication of the Confidential
               Information, besides the strictly necessary for complying with
               this Agreement.

     7.2.The Parties acknowledge that it is not considered infraction to the
     provisions of item 7 of this Agreement, the assumptions when:

          a)   The information is made available to the public in general
               through means that do not arise form its conveyance 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 Governmental Authority, under the
               penalty of featuring non-compliance and other penalty. 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;

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

     7.3. 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.

     7.4. The Parties will be kept under the duty to maintain the strictest
     secrecy regarding the Confidential or Privileged Information, obtained by
     virtue of the execution of this



<PAGE>
                                                                               9


     Agreement, for a (3) three-year term, counted as of its expiration and its
     eventual extensions.

     7.5. Violation of the duties set forth in this item 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 duty exclusively limited
     to the direct damages duly evidenced that the damaged Party may eventually
     incur, by virtue of the non-compliance with the confidentiality duties
     herein agreed upon.

8.   Communications

     8.1. Any notice, notification, request or communication related to the
     present Agreement shall be sent to the addresses stated below through: (i)
     registered letter, assumption where the terms shall be counted as of the
     third weekday subsequent to the mailing date; (ii) telegram, (ii) fax, with
     transmission evidencing, being pointed out that, in such a situation, the
     original document must be delivered to the addressed Party via copied and
     docketed mail within five (5) weekdays, or (iv) personal delivery, with
     docket signed by the addressee or, in his absence, by a legal
     representative appointed by him:

TNL.Acesso S.A.

Gerente TAC:A/C Sr. Helder Araujo Passos [ Manager]
helder.passos@telemar.com.br
Fax: (11) 3054-8923
Phone:  (11) 3054-8758

AOL

Diretor de Operacoes [Operations Director]
Av. Industrial 600 - 2. andar
Santo Andre - SP
Fax: (11) 4993-5959
Phone:  (11) 4993-5943

9.   Miscellaneous

     9.1. The current Agreement commits the Parties and their successors, at any
     title.

     9.2. Any modification to this Agreement shall be valid only through written
     instrument, duly signed by the Parties.

     9.3. The unenforceability or the invalidity of any clause or provision to
     this Agreement will not affect the enforceability and the validity of the
     other clauses and provisions, except if the joint provisions give rise to
     the matter that the Parties' wishes would not have been that of hiring
     without the unenforceable or invalid provisions.

     9.4.None of the Parties can, by no means, assign, transfer, either fully or
     partially, the present Agreement or any rights stemming from it, without
     the written consent of the other



<PAGE>
                                                                              10


     Party, except in the cases of transference arisen from corporate
     re-structuring and other forms of merger, spin-off or incorporation of the
     Parties, as well as in the case of assignment of rights stemming from this
     Agreement, its Addendums and respective Exhibits to their respective
     Affiliates.

          9.4.1. Transference rights to Affiliates allowed pursuant to the terms
          of item 9.4 above, do not apply to Competing Entities, being the
          latter defined as: (i) legal entity which makes revenue by rendering
          dialed access services to the Internet or which has as its social
          object the rendering of dialed access services to the Internet or (ii)
          legal entity which makes revenue by rendering broad band services to
          the Internet or which has as its social object the rendering of broad
          band services to the Internet, except for, in this case, the
          telecommunication companies. Competing Entity should not be
          misunderstood with controlled, colligate or controlling legal entities
          of the service providers to Internet access.

     9.5. Eventual partial or full assignment or transference of the present
     Agreement or of any rights or duties stemming from it, shall not excuse the
     Assignor from any of its responsibilities or duties stemming from this
     Agreement.

     9.6. Abstaining from the performance, by any of the Parties, of the right
     or authorization they are granted by force of this Agreement, or agreeing
     with the delays for complying with the other Party's duties, shall not
     affect those rights and authorizations that can be performed, at any time,
     at the exclusive discretion of the Party that owns them, nor shall this
     affect the conditions contained in this Agreement.

     9.7. All the terms set forth in this Agreement shall be counted as
     determined in article 184 of the Civil Procedure Code, that is, with the
     exclusion of the day of its beginning and including the date of its
     expiration.

     9.8. Neither this Agreement, nor any of its provisions shall be interpreted
     as constitutive of any corporate relationship between the Parties (whether
     DE JURE or DE FACTO partnership or a trust). The Parties agree not to
     perform any acts that may induce third parties to fault related to the
     nature of its relationship and to the absolute independence of one in
     relation to the other.

     9.9. The items related to intellectual property rights and to
     confidentiality, shall survive at the expiration or termination of this
     Agreement.

     9.10. The present Agreement is irrevocably irreversibly executed,
     committing the Parties and their successors, at any title. For the purposes
     of the present Agreement, the partnership arisen from merger, spin-off or
     incorporation of any of the Parties shall be considered successor,
     independently of its having the same name or corporate registration of the
     originally contracting Parties.

     9.11. During the term set forth in clause 4.1. hereinbefore, AOL shall not
     use the eventual mechanisms for price reduction contained in the Agreements
     with the Operator(s)

     9.12. 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



<PAGE>
                                                                              11


     commercial drawbacks and for the complaints of third parties or of its
     clients, arisen from failures occurred during the operation of the other
     Party's responsibility, except for the cases of direct damages or in such
     cases in which deliberate action or omission of one Party is evidenced,
     aiming at damaging the other Party (malice).

10.  Jurisdiction

     The Parties elect the jurisdiction of the City of Sao Paulo, with express
     waiver of any other, privileged as it may be, to settle any queries or
     controversies from the present Agreement.

In witness whereof, the Parties execute the present Agreement, on their behalf
and on behalf of their successors and heirs, in two (02) counterparts of equal
form and content, to a single effect, in the presence of two (02) witnesses
below, who were present throughout.


                                               Sao Paulo,  March 31, 2003.

TNL.Acesso S.A.


/s/ Marcelo de Carvalho Pereira         /s/ Maria Theresa Rossi Vilela
------------------------------------    ----------------------------------------
Marcelo de Carvalho Pereira              Maria Theresa Rossi Vilela
Identity Card:                           Identity Card:


AOL do Brasil Ltda.

/s/ Edson Pavao
------------------------------------     ---------------------------------------
Edson Pavao
Identity Casd:                           Identity Card:





Witnesses:

/s/ Mariana Sampaio                      /s/ Ricardo Fonzaghi
------------------------------------     ---------------------------------------
1. Name: Mariana Sampaio                 2. Name: Ricardo Fonzaghi
Identity Card:                           Identity Card: