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                                                                    EXHIBIT 4.21
                                                              (Free Translation)

             SHARE PLEDGE AGREEMENT WITH AN AMICABLE SALE CLAUSE AND
                                OTHER COVENANTS

This Share Pledge Agreement with an Amicable Sale Clause and Other Covenants
("AGREEMENT"), signed on [ ] 2005, is made by and between the following parties
("PARTIES"):

      (a)   NET SERVICOS DE COMUNICACAO S.A., a Brazilian joint-stock company,
with headquarters in the City of Sao Paulo, State of Sao Paulo, at Rua Verbo
Divino, No. 1356, enrolled in the National Register of Legal Entities (CNPJ)
under No. 00.108.786/0001-65, herein represented according to its Bylaws ("NET
SERVICOS");

      (b)   each of the companies listed and identified in "Schedule 2" of this
Agreement, herein represented according to the terms of their respective Bylaws
and Articles of Association, and in case of Jonquil Ventures Limited and Dabny,
L.L.C., according to their respective organizational documents (together with
Net Servicos, "NET COMPANIES", namely, the companies making up the Pledge, as
defined and specified below);

      (c)   each of the institutions listed and identified in "Schedule 2" of
this Agreement (the "CREDITORS"), herein represented by the collateral agent
mentioned below;

      (d)   each of the companies listed and identified in "Schedule 10", herein
represented according to its Bylaws, and in case of Jonquil Ventures Limited and
Dabny, L.L.C., according to their respective organizational documents, as
consenting intervening parties ("INTERVENING PARTIES", namely, the companies
issuers of the Pledged Shares, as specified below); and

      (e)   BANCO ITAU S.A., a Brazilian financial institution, with
headquarters in the City of Sao Paulo, State of Sao Paulo, at Praca Alfredo
Egydio Souza Aranha No. 100, Torre Itausa, enrolled in CNPJ under No.
60.701.190/0001-04, herein represented according to its Bylaws, as collateral
agent (the "COLLATERAL AGENT").

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WHEREAS:

      (1)   Net Servicos and/or some of its controlled companies were originally
debtors in a number of loans contracted in Brazil and abroad ("DEBT"), which
were not paid according to the terms of their respective instruments; the total
loans integrating the Debt are listed in the Term Sheet mentioned in whereas
clause (2) below;

      (2)   Net Servicos, on its own behalf and on behalf of some of its
controlled companies, and the Creditors negotiated in good faith a restructuring
plan for the Debt, as per the Term Sheet that integrates the Commitment Letters
executed by Net Servicos, certain companies controlled by Net Servicos and
several Creditors, which was the subject matter of the relevant fact published
by Net Servicos on June 28, 2004 ("RESTRUCTURING PLAN");

      (3)   as part of the actual implementation of the Restructuring Plan, Net
Servicos and certain companies controlled by Net Servicos, on one part, and the
Creditors, on the other part, amended and/or formalized, or undertook to
formalize and/or amend, the substitution of the original debt instruments of the
Debt in order to reflect the terms of the Restructuring Plan, through the debt
instruments listed and identified in "Schedule 3" ("DEBT INSTRUMENTS");

      (4)   in addition to the Debt Instruments and this Agreement, as part of
the Restructuring Plan formalization, Net Servicos executed, among others, the
following instruments:

            (a)   on this date, together with certain duly identified controlled
companies, the Creditors and the Collateral Agent, Net Servicos executed the
Intercreditor Agreement, a copy of which is an integral part hereof as "Schedule
4" ("INTERCREDITOR AGREEMENT");

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            (b)   on this date, together with Net Sao Paulo Ltda., the Creditors
represented by the Collateral Agent, and the Centralizing Bank, Net Servicos
executed the Receivables Pledge Agreement with an Amicable Enforcement Clause;

            (c)   on this date, together with Net Rio S.A., the Creditors
represented by the Collateral Agent, and the Centralizing Bank, Net Servicos
executed the Receivables Pledge Agreement with an Amicable Enforcement Clause;

            (d)   on this date, together with certain duly identified controlled
companies and the Creditors represented by the Collateral Agent, Net Servicos
executed the Quota Pledge Agreement with an Amicable Sale Clause and Other
Covenants; and

            (e)   on this date, together with certain duly identified controlled
companies and the Creditors represented by the Collateral Agent, Net Servicos
executed the Asset Pledge Agreement with an Amicable Sale Clause and Other
Covenants (the pledge agreements mentioned in whereas clauses 4(b), (c), (d) and
(e), are hereinafter referred to jointly as "ADDITIONAL PLEDGE AGREEMENTS");

      (5)   pursuant to the terms agreed in the Debt Instruments, in the
Intercreditor Agreement and herein, in order to ensure full compliance with all
obligations contemplated in the Debt Instruments, NET Companies agree, pursuant
to the terms and conditions hereof, to make a pledge in favor of the Creditors
on the total current and future shares representing the capital stock of the
Intervening Party(ies);

      (6)   subject to the terms and conditions established in the Debt
Instruments, in the Intercreditor Agreement and in this Agreement, the content
of which NET Companies, Net Servicos, on its own behalf and that of its
controlled companies, the Intervening Party(ies), the Creditors and the
Collateral Agent declare to be fully acquainted with and undertake irrevocably
and irreversibly to observe, the Collateral Agent was appointed as
representative of the Creditors, with the duties, rights and obligations set
forth in the

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Intercreditor Agreement and in this Agreement, including with respect to
enforcement of the guarantees mentioned in whereas clause (5) above and to
allocation of the corresponding funds among Creditors.

NOW THEREFORE, the Parties decide to execute this Agreement, which will be
governed by the following terms and conditions:

I. - CREATION OF THE PLEDGE

1.1. - Subject to the provisions of this Agreement and of the Intercreditor
Agreement, and to ensure full compliance with all the pecuniary obligations
assumed in the Debt Instruments, including full payment of the principal,
interest and any and all other charges due by NET Companies and/or the
controlled companies of Net Servicos, contemplated in the Debt Instruments,
including with respect to reimbursement of any and all amounts that the
Collateral Agent, justifiably and upon evidence, may reasonably disburse by
virtue of the creation, maintenance and/or enforcement of the pledge contracted
herein (jointly, the "SECURED OBLIGATIONS"), based on the general provisions of
Articles 1419 et seq. of the Brazilian Civil Code in effect (the "CIVIL CODE"),
by this instrument and in the best form of law, each of NET Companies hereby
pledges (and, in the case of Dabny, L.L.C. and Jonquil Ventures Limited, grants
a security interest) in favor of Creditors, irrevocably and irreversibly, all of
the Shares or other capital interests held by NET Companies in the capital of
the Intervening Party(ies) listed on "Schedule 5" hereto (the "PLEDGE" or
"PLEDGED ASSETS").

1.2. - With due regard for the provisions of the Debt Instruments, of the
Intercreditor Agreement and of this Agreement, NET Companies hereby undertake to
include in this Pledge (a) any and all of its additional shares issued by the
Intervening Party(ies), whether through third-party acquisition, subscription,
splitting, stock dividends or otherwise; (b) any and all shares issued by other
companies which NET Companies may receive, as a result of any merger, spin-off,
amalgamation, transformation, capital subscription or any other corporate
reorganization transaction involving the Intervening Party(ies); and (c) any and
all shares issued by company(ies) to be organized or acquired, which NET
Companies

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may receive. NET Companies undertake to ensure that such company(ies) to be
organized integrate the Pledge in the capacity of Intervening Party(ies),
unless, in the events described in items (b) and (c), such company is deemed to
be an Unrestricted Controlled Company pursuant to the Debt Instruments
(collectively, the "NEW SHARES").

1.2.1. - For purposes of compliance with Clause 1.2 above, NET Companies
undertake to update "Schedule 5" hereof, by making an addendum hereto, in order
to formalize the pledge in relation to the New Shares, whenever and only to the
extent that any of the events set out in Clause 1.2, items (a), (b), or (c)
occurs, with due regard for the provisions in Clauses 10.2 and 10.2.1 below.

1.2.2. - The Creditors and the Collateral Agent hereby agree upon the
cancellation of the shares issued by the companies listed on "Schedule 11",
which, pursuant to the Debt Instruments and the Intercreditor Agreement, shall
be settled and terminated, and shall not be considered a violation or reduction
of the Pledge.

1.3. - Except for the provisions set out in the Debt Instruments, in the
Intercreditor Agreement and in this Agreement, NET Companies hereby undertake
irrevocably and irreversibly to ensure that, as guarantee for full compliance
with the Secured Obligations related to the Debt Instruments, between this date
and the Pledge Termination Date, the Pledged Assets and the New Shares (jointly,
the "PLEDGED SHARES"), are duly pledged in favor of Creditors.

1.4. - If the Collateral Agent finds any irregularity in the performance of the
obligations contemplated in Clauses 1.3, 10.2 and 10.2.1, NET Companies, after
duly notified by Collateral Agent, will have 5 (five) business days to
regularize compliance with the obligations contemplated in such Clauses.

1.4.1. In the event of any irregularity in performance of all the obligations
hereof for which there is no specific term for regularization, the responsible
party, after duly notified, will

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have 10 (ten) business days to effect the regularization.

1.5. - Pursuant to the terms of the Debt Instruments and the Intercreditor
Agreement, and for all effects and purposes hereof, Creditors and/or Collateral
Agent are expressly forbidden to appropriate the yields of the Pledged Shares,
and Net Servicos, NET Companies and Intervening Party(ies) may enjoy and dispose
freely of such yields as they find most convenient, except if (i) NET Companies
are in default with respect to the Secured Obligations, or (ii) the Debt
Instruments establish otherwise.

1.6. Without prejudice to the provisions of any other clause hereof, immediately
after the occurrence and during the existence of a Financial Statement
Registration Event, the pledge on the Pledged Shares issued by the Intervening
Parties (and on the credit rights arising from them) shall, in connection with
the Senior Notes (as defined in Clause 1.6.2 below), immediately cease to be
part of the Pledge.

1.6.1 "FINANCIAL STATEMENT REGISTRATION EVENT" means, with respect to any of the
Intervening Party(ies), any requirement based on laws, norms and/or regulatory
rules of any jurisdiction, to be registered with the Securities & Exchange
Commission in the United States of America, or with any other governmental body
of any jurisdiction, those Financial Statements that are independent from said
Intervening Party(ies), as a result of the share pledge granted by such
Intervening Party (ies) to the Senior Note holders.

1.6.2. "SENIOR NOTES" means the Senior Secured Notes falling due in 2010, issued
under the Restructuring Plan, which were swapped by the Senior Guaranteed Notes
issued by Net Servicos under its former name Multicanal Participacoes S.A. in
1996;

1.7. - For purposes of Article 1424 of the Civil Code, it is expressly
covenanted by the Parties that the principal conditions and characteristics of
each of the Secured Obligations are those established in each of the Debt
Instruments. The total estimated principal amount of the Secured Obligations,
the final maturity date and the maximum interest rate provided

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for such Secured Obligations are, in each case and on this date, those set forth
in "Schedule 6" hereof, which schedule, regardless of any formality, and
according to the payments made under the Debt Instruments, will automatically
reflect the amortizations of the Secured Obligations, as well as any additions
arising from the inclusion of new credits of Joining Creditors, and the
respective contractual and legal charges assessed on the Secured Obligations.

1.8. - The Pledge now created will take full force and effect as from this date
and will remain fully effective until the date on which all the Secured
Obligations related to the Debt Instruments have been fully and definitively
paid ("PLEDGE TERMINATION DATE").

1.9. - During the period comprised between this date and the Pledge Termination
Date, the Pledge will benefit only the Creditors.

1.10. - For purposes of this Pledge, the Brazilian Intervening Party(ies), on
this date:

      (a)   will have annotated, according to Article 39 of Law No. 6404 dated
December 15, 1976, as amended, on the pages of the Registered Shares Register in
which the Shares are registered, the following declaration:

      "The total quantity of shares owned by [Net Servicos de Comunicacao S.A.
      ("NET SERVICOS")] and [ ] recorded in this Register (the "SHARES"), is
      pledged by [Net Servicos] and [ ], as set forth in the Share Pledge
      Agreement with an Amicable Sale Clause and Other Covenants executed on [ ]
      2005 between Net Servicos, [NET Company], the financial institutions
      identified therein (the "CREDITORS"), the Company and Banco Itau S.A., as
      collateral agent (the "PLEDGE AGREEMENT"), and, from this date until the
      full and final payment of the Debt Instruments' credits listed in
      "Schedule 3" of the Pledge Agreement, all the Shares will be pledged to
      guarantee the Secured Obligations of the

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      Creditors listed in "Schedule 2" of such agreement. In addition to the
      Shares, the pledge referred to herein encumbers any and all new that may
      be acquired, directly or indirectly, by Net Servicos and [ ], always so as
      to assure the pledge of all the shares issued by the Company. With due
      regard for the provisions in Clauses 2.1 and 2.1.1 of the Pledge
      Agreement, in the Intercreditor Agreement and in the Debt Instruments, the
      shares owned by Net Servicos, and [ ], and the rights inherent to them may
      not be assigned, transferred or in any other way encumbered to the other
      shareholders or to third parties. [ ] [ ] 2005. [ ] and [ ], Officers.";]

      (b)will have delivered to the Collateral Agent certified copies of the
pages of the Registered Shares Register in which the Shares are registered, with
the annotation mentioned above.

1.10.1. Net Servicos will deliver or cause to be delivered to the Collateral
Agent one or more certificates for the capital interest of Jonquil Ventures
Limited (the "Jonquil Capital Interest") owned by any Net Company, together with
a signed, undated instrument of transfer relating to such Jonquil Capital
Interest.

1.10.2. Net Servicos will deliver or cause to be delivered to the Collateral
Agent one or more certificates for the capital interest of Dabny, L.L.C. (the
"Dabny Capital Interest") owned by any Net Company, together with a signed,
undated instrument of transfer relating to such Dabny Capital Interest.

1.10.3. The provisions of Clause 1.10 above apply to the New Shares.

1.11. - The NET Companies and the Intervening Party(ies) ("GRANTORS"), hereby
and in the best form of law, irrevocably and irreversibly appoint and constitute
Net Servicos as their attorney-in-fact, conferring to it ample and special ad
negotia powers specifically to represent the Grantors, for all the purposes of
this Agreement, before the Creditors and/or the Collateral Agent. Pursuant to
the terms and conditions of this Agreement and of the Intercreditor Agreement,
Net Servicos is hereby authorized to take all the measures necessary for
compliance with the obligations covenanted herein as well as to defend and
protect Grantors' interests, and for this purpose it may, without any
limitation, sign any and all documents, send and receive any and all notices or
communications, sign amendments hereto, receive and grant release, represent
Grantors at Registries of Deeds and Documents, Real Estate Registries, Boards of
Trade and any others, and perform all acts necessary for the validity and
effectiveness hereof. When, due to the nature of the act, it is necessary for




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Net Servicos to be granted powers by means of an appropriate, public or private
document, or it is necessary to obtain special and/or additional powers to those
now granted by Grantors to Net Servicos, the latter will be responsible, at its
own account and risk, for obtaining the proper powers, undertaking, upon request
by the Collateral Agent, to supply evidence of compliance with the provisions
contained herein.

II. - RESTRICTIONS WITH RESPECT TO DISPOSAL OR ENCUMBRANCE OF THE PLEDGED SHARES

2.1. - Between this date and the Pledge Termination Date, except for the events
(i) expressly permitted in the Debt Instruments, to which the Restructuring
Creditors (as defined in the Intercreditor Agreement) are parties, and (ii)
that are not expressly prohibited by any Joining Debt Instrument (as defined in
the Intercreditor Agreement), NET Companies and the Intervening Party(ies) may
not dispose of, sell, assign, transfer, grant as loan for use, lend, swap, or
convey to the capital stock of companies other than Restricted Controlled
Companies, establish any usufruct or common trust, create any other lien,
encumbrance or collateral security in addition to the Pledge contracted herein,
or otherwise dispose of, fully or partially, directly or indirectly, free of
charge or for remuneration, the Pledged Shares, the Intervening Party(ies)
undertaking not to register in their books nor to give effect to any of such
acts that have been performed without the necessary previous written consent
from the Collateral Agent, according to the terms of the Intercreditor Agreement
and the Debt Instruments.

2.1.1. If the NET Companies perform any of the acts mentioned in Clause 2.1
above in the events (i) expressly permitted under the Debt Instruments, to which
the Restructuring Creditors (as defined in the Intercreditor Agreement) are
parties, and (ii) that are not expressly prohibited by any Joining Debt
Instrument (as defined in the Intercreditor Agreement), the Collateral Agent
shall immediately, within at most 5 (five) business days of a request from Net
Servicos, sign any waiver, notice, addendum or another document

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 that is reasonably requested by Net Servicos and prepared by it, and/or return
any share certificate or instrument of transfer which may be necessary for
release of the pledge on the corresponding shares and implementation of such
act, regardless of previous consultation and/or approval by the Creditors, and
all costs related to such acts shall be borne by the NET Companies and/or by Net
Servicos.

2.2. - Except for already existing attachments, as listed in "Schedule 8", and
Permitted Guarantees, as defined in the Debt Instruments, as soon as Net
Servicos or NET Companies become aware of the existence of any third party act
which may lead to a threat of encumbrance and/or effectively result in the
encumbrance of the Pledged Shares ("THIRD PARTY ACT"), Net Servicos or any of
the NET Companies shall inform the Collateral Agent of such Third Party Act,
providing it with the information and documents available to them, and,
regardless of any act by NET Companies, Creditors will be exclusively
responsible, through the Collateral Agent, as provided for in the Intercreditor
Agreement, and taking advantage of their preemptive rights, to adopt all
applicable judicial and/or extrajudicial measures intended, for all legal
purposes and for the purposes hereof, to preserve and maintain the integrity and
validity of the Pledge, and/or fully recompose the Pledge, so that it remains
always in full force, and in the events of default with respect to Secured
Obligations, it continues to enable Creditors, exclusively by means of the
Collateral Agent, to enforce the Pledge, as provided for herein. Without
prejudice to the above conditions, NET Companies undertake to take promptly the
judicial and/or extrajudicial measures necessary to preserve the Pledge and the
full exercise of the contractual and legal rights conferred to Creditors herein.

2.3. - The reimbursements of court costs, expenses and attorneys' fees arising
out of the exercise of Creditors' preemptive right, will be made upon
presentation of the respective payment slips. The attorneys' fees will only be
reimbursed if they are (a) within the market value charged by first class
offices situated in the Sao Paulo - Rio de Janeiro area, and are compatible with
the amount involved in the claim; and if they are (b) duly evidenced and
justified, by appropriate supporting documentation, such as the corresponding
invoices or debit notes for services provided.

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2.4. - In the judicial execution actions brought against NET Companies by third
parties, NET Companies are required to make their best endeavors to enforce this
Pledge, undertaking for such: (a) not to indicate the Pledged Shares for
attachment; (b) to timely challenge any attachment of the Pledged Shares, in all
jurisdiction levels, by filing applicable appeals; (c) to timely submit the
applicable defenses in the execution; (d) not to hinder the exercise of the
preemptive right by Creditors, but to collaborate with Creditors for such right
to actually prevail; and (e) to inform the Collateral Agent of the existence of
any execution or collection action filed against any of NET Companies, the
amount of which is equal to or higher than R$1,000,000.00 (one million reais),
even if there is no attachment of the Pledged Shares immediately, but always
within at most 5 (five) business days after becoming aware, by any means, of the
existence of said executions or actions; and (f) to send, whenever requested,
reports to the Collateral Agent for the benefit of Creditors with updated
information on the status of the execution or collection actions filed against
any of NET Companies, involving an amount equal to or higher than R$1,000,000.00
(one million reais). For purposes of this clause, "collection action" means any
procedural, administrative or judicial means, including the arbitral means, in
which a party requests that NET Companies be sentenced to pay any debt for an
amount equal to or higher than said amount.

III. - EXERCISE OF THE RIGHTS INHERENT TO THE PLEDGED SHARES

3.1. - Subject to the applicable provisions contemplated in the Debt
Instruments, in the Intercreditor Agreement and in the law, NET Companies may
exercise, without any limitation or restriction, with the exceptions provided
herein, including with respect to the provisions of Clause 3.2 below, any and
all voting rights, as well as any other rights related to the Pledged Shares.

3.2. - Without prejudice to the provisions of the Intercreditor Agreement and of
the Debt

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Instruments, if the early maturity of any of the Secured Obligations is
declared, subject to the terms and conditions of the Debt Instruments, of the
Intercreditor Agreement and of this Agreement, until the Creditors have resolved
on the enforcement of the Pledge according to the Intercreditor Agreement and
while the Pledge is being enforced, the NET Companies' exercise of the voting
right related to the Pledged Shares in any corporate acts whose purpose is to
deliberate on any of the matters described below will be subject to the prior
written consent of the Collateral Agent, on behalf of Creditors, as provided for
in Article 113 of Law No. 6404/76:

      (a)   creation or issue of any security or bond by the Intervening
Party(ies);

      (b)   alteration of the preferences, advantages and conditions of the
shares issued by the Intervening Party(ies);

      (c)   change of the Intervening Party(ies)' corporate purpose, resulting
in a right of redress by any shareholder of the Intervening Party(ies);

      (d)   dissolution of the Intervening Party(ies);

      (e)   any type of corporate reorganization, including, but not limited to,
merger, spin-off, amalgamation or transformation involving the Intervening
Party(ies); and

      (f)   distribution of dividends, interest on own capital, amortization and
redemption of shares and other distributions of profits in cash, except if there
is evidence that the funds thus received are used by NET Companies for payment
of the Debt Instruments.

3.2.1. - For the purposes contemplated in this Clause 3.2, NET Companies shall
inform the Collateral Agent, at least 15 (fifteen) business days in advance, of
the dates on which the corporate events are to be held, the purpose of which is
to deliberate on any of the

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aforementioned matters, so that the Collateral Agent, on behalf of the
Creditors, can previously inform NET Companies whether or not they will exercise
their voting right, setting, if applicable, a vote to be issued by NET
Companies. It is hereby agreed that in the absence of any manifestation by the
Collateral Agent, NET Companies may vote without limitation or restriction,
according to their convenience.

3.2.2. - As a result of the provisions in this Clause 3.2, (a) NET Companies
undertake to attend the deliberative meetings of the Intervening Party(ies), and
to follow the voting instruction given by the Collateral Agent as contemplated
in this Clause 3.2, (b) the Intervening Party(ies) undertake to send to the
Collateral Agent a certified copy of the minutes of any and all corporate acts,
including previous meetings of shareholders, if applicable, dealing with these
matters, and which have occurred after declaration of the early maturity of the
Secured Obligations, within 5 (five) business days of the respective occurrence.
Whenever the minutes of the shareholders' meeting or of the board of directors'
meeting are registered at the Board of Trade of the State in which the
headquarters of the Intervening Party(ies) are located, the latter shall further
send to Collateral Agent a certified copy of the duly registered document within
5 (five) business days from the respective registration.

IV. - ENFORCEMENT OF THE PLEDGE

4.1. - AMICABLE SALE. Subject to the provisions of the Intercreditor Agreement
and of this Agreement, in the event of default on the Secured Obligations, and
if, according to the terms and conditions of the Intercreditor Agreement, the
Creditors instruct the Collateral Agent to enforce the Pledge, the Collateral
Agent, on behalf of Creditors and in accordance with the conditions and
requirements of the Intercreditor Agreement, shall enforce the Pledge pursuant
to the formalities set out in Clause 4.2. below and of the Intercreditor
Agreement by selling the Pledged Shares to any third party, at sight and against
cash payment, preferentially in a single block, and it is hereby entitled to
exercise all the rights

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and perform all the acts contemplated in item IV of Article 1433 and in Article
1459 of the Civil Code and in paragraph 2 of Article 120 of Decree-law No. 7661
of June 21, 1945.

4.2. - In the event of exercise of the enforcement right contemplated in Clause
4.1 above, the Collateral Agent is hereby expressly, irrevocably and
irreversibly authorized to promote the amicable sale of the Pledged Shares,
according to the procedures below. Collateral Agent shall use the proceeds of
said sale to pay and settle the Secured Obligations, as established in the
Intercreditor Agreement, as well as any and all costs, expenses and taxes
applicable to the sale, assignment or transfer of the Pledged Shares. Collateral
Agent must deliver the remaining balance, if any, to NET Companies on the date
such proceeds are received as contemplated herein. The process of disposal of
the Pledged Shares shall comply with the following:

      (a)   the amount of the Pledged Shares shall be calculated by appraisers,
which may not be a Creditor and/or the Collateral Agent, nor a company
controlling, controlled by or affiliated to a Creditor and/or the Collateral
Agent, and which shall necessarily be a reputable and independent consulting
firm or a first class investment bank that, in both cases, have acted as
financial advisers in merger and acquisition transactions whose total sales
prices in the last 3 (three) years have been equal to or higher than
R$100,000,000.00 (one hundred million reais), with proven performance and
knowledge of the Brazilian cable television or telecommunications market. If it
is not possible to identify consulting firms or financial institutions that fall
under this profile, the appraisers shall be financial institutions that have
operated in the Brazilian market and know it thoroughly and that (excluding, to
this effect, the Creditors and the Collateral Agent, and companies controlling,
controlled by, affiliated to or directly or indirectly related to a Creditor
and/or the Collateral Agent) are among the 10 (ten) top companies in the last
ranking of mergers and acquisitions for Brazil, published by Thompson Financial
(or its successor in any way) (referred to individually as "APPRAISER" and
collectively as "APPRAISERS");

      (b)   the Collateral Agent shall send a written notice to Net Servicos,
with a copy to

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the Creditors, informing the Creditors' decision, according to the Intercreditor
Agreement, of giving effect to the disposal of the Pledged Shares.

      (c)   within 10 (ten) consecutive days from the date of receipt by Net
Servicos of the notice contemplated in item (a) above, Net Servicos and the
Collateral Agent, the latter acting exclusively on behalf of Creditors, shall
each engage an Appraiser. No appraisal will be performed until the Collateral
Agent has appointed the Appraiser. If Net Servicos fails to appoint an
Appraiser, it will be up to the Collateral Agent to appoint both Appraisers;

      (d)   the criterion for appraisal of the Pledged Shares and Quotas to be
used by the Appraisers will be, if the respective company is listed at a stock
exchange, the market value, and if not, the economic value criterion. The
appraisal reports to be prepared by the Appraisers shall be delivered to Net
Servicos and to the Collateral Agent within 30 (thirty) consecutive days, and
the delivery period may be extended at the request of any Appraiser, upon the
Parties' consent.

      (e)   the market value or the economic value, as applicable, of all the
Shares Pledged by each of the NET Companies under this Agreement and of all the
Quotas Pledged by the NET Companies under the Quota Pledge Agreement with an
Amicable Sale Clause and Other Covenants, shall be necessarily indicated in the
appraisal reports, so that all of them can be appraised together as if they were
an indivisible whole, for purposes of joint sale of all the Pledged Shares and
Quotas. In addition, the individualized market value or economic value, as
applicable, of the respective Pledged Shares of each of the NET Companies shall
be necessarily indicated in the appraisal reports, to enable the subsequent
segregated sale of such Pledged Shares, if and when applicable, always with due
regard for the provisions of this Agreement. In the event the report indicates a
price variation range, the appraisal value established in such report will be
considered as the arithmetic mean between the maximum value and the minimum
value suggested in such report, and such arithmetic mean shall be used as the
value of the respective report for purposes of application of the provisions of
item (f) below;

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      (f)   if the difference in value between both the reports is lower than
10% (ten percent), the minimum sale price for the Pledged Shares and Quotas will
be the arithmetic mean of the two amounts. If the difference between the reports
is higher than 10% (ten percent), calculated by dividing the highest value by
the lowest one, a third Appraiser shall be chosen by Net Servicos within 10
(ten) business days counted from the date of delivery of the reports referred to
in item (d) above out of a list of 3 (three) Appraisers appointed by the
Collateral Agent. The third Appraiser thus chosen shall define within 30
(thirty) consecutive days, the minimum sale price for the Pledged Shares and
Quotas, taking into consideration for such purpose the criterion for appraisal
of the market value or economic value, as applicable, of the Pledged Shares and
Quotas. The minimum price for the sale of the Pledged Shares and Quotas will be
the arithmetic mean between the price defined by the third Appraiser and the
price closest to it among the prices defined by each of the other Appraisers.
The third Appraiser shall receive from the Collateral Agent and/or Net Services
a copy of both reports prepared by the other Appraisers. If Net Services does
not choose the third Appraiser within 10 (ten) business days from the date of
submission of the triple list, the Collateral Agent shall make such choice;

      (g)   the minimum price attributed to the Pledged Shares and Quotas by
each Appraiser, according to item (f) above, both when considered as an
indivisible whole and when the Pledged Shares are considered individually,
except for manifest error, will be final and conclusive, and binding on the
Parties for all purposes;

      (h)   Net Servicos shall bear the costs and expenses reasonably incurred
with engagement of Appraisers and with structuring of the process of sale of
Pledged Shares and Quotas, provided that they are duly evidenced and justified;

      (i)   Net Servicos, NET Companies and the Intervening Party(ies) shall
assure that each Appraiser has always the same level of information with respect
to the Intervening Party(ies), their businesses and the Pledged Shares and
Quotas;

<PAGE>

      (j)   The Collateral Agent will have 270 (two hundred and seventy)
consecutive days as from determination of the minimum price to dispose of the
Pledged Shares and Quotas, according to the terms of this Clause, to contract
the joint disposal of all the Pledged Shares and Quotas, as if they were an
indivisible whole, under this Agreement and the Quota Pledge Agreement with an
Amicable Clause and Other Covenants, based on the minimum price calculated as
contemplated in this Clause IV; partial sale is hereby prohibited;

      (k)   if the contracting of the joint disposal does not take place within
the period contemplated in section "j" above, then the Collateral Agent, based
on the minimum price calculated individually as contemplated in Clause IV for
the Pledged Shares held by each of the NET Companies, according to section "e"
above, will have 270 (two hundred and seventy) consecutive days as from the end
of the term for joint disposal of the Pledged Shares and Quotas to contract the
individual sale of all the Pledged Shares issued by a single Intervening Party;
however, the duty to jointly dispose of all the Pledged Shares representing the
corporate capital of the NET Companies in a single and certain Intervening
Party, shall continue to exist as if they were an indivisible whole. The Pledged
Shares issued by as many Intervening Parties as may be necessary to make full
payment for the Secured Obligations may be sold. If even then the contracting of
the disposal does not occur within the period established herein, Net Servicos
may request that the appraisal procedure established in this Clause 4.2 be
repeated and the procedure reinitiated successively;

      (l)   the disposal of the Pledged Shares and Quotas in any of the ways
contemplated in sections "j" and "k" above shall preferably be made through a
bidding or similar procedure, but the sale price shall never be lower than the
minimum price established as expounded above;

      (m)   the minimum price shall be an amount in Brazilian currency or in
United

<PAGE>

States dollars. If the price is in Brazilian currency, the minimum price will be
adjusted according to the variation in the General Price Index - Internal
Availability (IGP-DI), calculated and disclosed by the Getulio Vargas Foundation
(FGV), or an index that may replace it as of the date of its determination,
which shall apply from the date the minimum price is set for the disposal of the
Pledged Shares and Quotas up to the date of actual payment thereof;

      (n)   unless otherwise agreed between Net Servicos and Creditors, these
represented by the Collateral Agent, the sale price of the pledged shares and
quotas shall, in any event, be paid at sight at the time of transfer of the
Pledged Shares and Quotas; and

      (o)   for all purposes of this Agreement and of Article 684 of the Civil
Code, the Parties acknowledge that the Collateral Agent may perform all the acts
necessary for the proper and effective development of the entire amicable sale
procedures described in this Clause IV, it being certain, however, that the
Collateral Agent shall fully respect all the procedures, requirements and stages
stipulated in this Clause IV.

4.3. - The amicable sale of the Pledged Shares and Quotas shall observe the
rules set forth by law and applicable regulations, including those of the
Brazilian Telecommunications' Agency ("ANATEL") and of the Administrative
Council for Economic Defense ("CADE"), and the NET Companies undertake to
cooperate promptly and to the extent necessary before such agencies.

4.4. - To enable proper compliance with this Agreement and without prejudice to
the other powers granted by NET Companies to the Collateral Agent and/or
Creditors, NET Companies hereby grant the Collateral Agent, in the capacity of
representative of Creditors, irrevocably, irreversibly and unconditionally
as a condition for the business, according to Article 684 of the Civil Code,
exclusive and specific powers for the Collateral Agent, on behalf of Creditors,
(a) to perform all the acts necessary for the disposal of the Pledged Shares in
the events contemplated herein, pursuant to the provisions of this Agreement;
(b)

<PAGE>

to use the proceeds of the disposal of the Pledged Shares to settle the Secured
Obligations, according to the terms established in the Intercreditor Agreement;
and (c) additionally to the powers granted under the power of attorney to be
issued as established in Clause 10.6.1., subject to the provisions hereof, to
sign any and all documents, to perform each and every act, including to
represent NET Companies before third parties, any Registries of Deeds and
Documents, and any other governmental bodies, for the purpose of taking all the
procedures required for the effectiveness and enforcement of the Pledge.

4.5. - Subject to the provisions of Clause 4.2. above, in the event of default
on the Secured Obligations, it is expressly stipulated that any act or measure
leading to enforcement of the Pledge can only be implemented exclusively by
Collateral Agent, in compliance with the terms and conditions of the
Intercreditor Agreement, so that no Creditor may individually take advantage of
any judicial, extrajudicial or any other constrictions on the assets and rights
contemplated by this Pledge, under penalty of application of the provisions of
Clause 4.8.

4.6. - Without prejudice to collection of any debt balance relating to the
Secured Obligations, once the provisions of this Clause IV have been executed,
the corresponding Secured Obligations shall be automatically released with
respect to the sums attained through the amicable sale procedure stipulated
above, regardless of any formality, to which the Collateral Agent automatically
agrees on behalf of the Creditors and on its own behalf, irrevocably and
irreversibly; the Collateral Agent and Creditors not being allowed to make any
claim against NET Companies with respect to amounts obtained by said amicable
sale.

4.7. - Although the Creditors hold legal preemptive rights with respect to the
Pledged Shares mentioned herein, the Creditors, through the Collateral Agent
that represents them herein, hereby expressly declare and irrevocably and
irreversibly agree, under the penalties of the law, for the entire duration
hereof, that they may only perform any acts that entail or may entail
attachment, judicial seizure or any other type of constriction of the Pledged
Shares solely and exclusively through the Collateral Agent, subject to the
provisions in the

<PAGE>

Intercreditor Agreement and this Agreement.

4.8. - If any of the Creditors and/or the Collateral Agent fails to observe the
provisions of Clause 4.7, Net Servicos or any of NET Companies shall notify the
Collateral Agent and such Creditor(s) to the effect that they undo the act,
which they are required to abstain from as a result of Clause 4.7 above within
10 (ten) consecutive days from such notice, and they shall answer for the losses
and damages caused to Net Servicos and/or NET Companies and/or the other
Creditors and/or the Collateral Agent, as the case may be. If the default is not
remedied within such period, (i) if the default is imposed on one or more
Creditors, the Creditor(s) that have caused such default will cease immediately
from being a party hereto, and their rights arising from their respective Debt
Instrument(s) will no longer be part of the Secured Obligations, and they will
thus no longer benefit from this Pledge. In the events contemplated above, said
default shall in no way affect the legal and contractual rights and prerogatives
now granted to the other Creditors and/or the Collateral Agent.

4.9. - Without prejudice to other events of early maturity of the Secured
Obligations contemplated in the Debt Instruments or in the Intercreditor
Agreement, the Collateral Agent and any of the Creditors are expressly forbidden
to determine the early maturity of the Secured Obligations based on Articles
333, II and III, 1425, I, IV and V of the Civil Code. The Collateral Agent may,
subject to the provisions of the Debt Instruments, the Intercreditor Agreement
and this Agreement, especially Clauses 1.4 and 1.4.1. above and Clause 10.5
below, determine the early maturity of the Secured Obligations if any of the
events below occurs: (i) if the obligations set out in Clause 1.3 above are not
complied with; (ii) if the obligations contemplated in sections "a", "b", "c"
and "d" of Clause 2.4 above are not complied with; or (iii) if the obligations
contemplated in Clauses 10.2 and 10.2.1 below are not complied with.

4.10. - The Parties acknowledge that Creditors shall have the option, always
through the Collateral Agent, to demand compliance with the Pledge now made with
any other warranty granted to Creditors, including the Additional Pledge
Agreements, at the sole

<PAGE>

discretion of Creditors, according to this Agreement and the Intercreditor
Agreement.

V. - THE OBLIGATIONS OF NET SERVICOS AND NET COMPANIES

5.1. - In addition to the other obligations contemplated in the Debt
Instruments, in the Intercreditor Agreement, in this Agreement, or in the
legislation currently in force, NET Companies, until the Pledge Termination
Date, hereby undertake:

      (a)   to perform all acts necessary or advisable to effectuate, perfect
and maintain the Pledge hereunder, as well as to keep all authorizations
necessary for the execution and implementation of this Agreement always valid,
effective, in perfect order and in full force;

      (b)   to maintain the Pledge at all times existing, valid, effective, in
perfect order and in full force, without any restriction or condition,
undertaking to keep the Pledged Shares free and clear of any liens or
encumbrances, whether of a judicial or extrajudicial nature, with due regard for
the exceptions stipulated in the Debt Instruments and in this Agreement;

      (c)   to fully perform all their obligations under this Agreement;

      (d)   to defend themselves timely and efficiently against any act, action,
proceeding or lawsuit that could in any way affect this Agreement or the Pledge;

      (e)   subject to the provisions of Clause II above, not to dispose
of, sell, assign, transfer, give in free loan, lend, exchange, capitalize,
create usufruct or trust or any other encumbrance, lien or security interest in
addition to the Pledge created herein, or otherwise dispose of in any way,
wholly or in part, directly or indirectly, free of charge or otherwise, the
Pledged Shares; and

<PAGE>

      (f)   to respect the Creditors' representation by the Collateral Agent, as
provided for in the Intercreditor Agreement and in this Agreement, since this is
an essential condition for the legal business now covenanted, with the validity
and effectiveness of such representation being hereby ratified for all purposes
of this Agreement.

VI. - REPRESENTATIONS AND WARRANTIES OF NET COMPANIES AND INTERVENING PARTY(IES)

6.1. - Net Servicos, by itself and NET Companies, the NET Companies and the
Intervening Party(ies) represent and warrant on this date, under the penalties
of the law, that:

      (a)   except for the companies (i) Dabny L.L.C., which is a limited
liability company duly organized and existing under the laws of the State of
Delaware; and (ii) Jonquil Ventures Limited, which is an international business
company duly organized and existing under the laws of the British Virgin
Islands, the NET Companies and the Intervening Party(ies) are companies duly
organized and existing under the Brazilian law, and are free to manage their
assets;

      (b)   all authorizations required for the NET Companies and the
Intervening Party(ies) to execute this Agreement and to assume and perform all
obligations hereunder have been obtained and are valid, effective and in full
force, with the exception of the approval of Anatel and CADE (if necessary) for
the sale (if and at the time of enforcement) of the Pledged Shares;

      (c)   NET Companies and the Intervening Party(ies) are authorized by their
Articles of Association and Bylaws, and in the case of Jonquil Ventures Limited
and Dabny, L.L.C., according to their respective organizational documents, and
applicable law, as well as by proper government entities, to tender the
guarantee set forth in this Agreement and to perform the obligations contained
herein, with the exception of the approval of Anatel and CADE (if necessary) for
the sale (if and at the time of enforcement) of the Pledged Shares;

<PAGE>

      (d)   the persons that represent the NET Companies and the Intervening
Party(ies) in the execution of this Agreement have been duly authorized to do
so;

      (e)   there is no judicial or extrajudicial, administrative, arbitration
or tax action or proceeding in an amount equal to or in excess of R$
1,000,000.00 (one million Reais), which may in any way hinder or invalidate this
Pledge or the obligations assumed hereunder, except for the actions, procedures,
liens, encumbrances and restrictions mentioned in "Schedule 8" hereof;

      (f)   to the best of its knowledge, no judicial action or extrajudicial,
administrative, arbitration, or tax action or proceeding, regardless of who the
Plaintiff is, seeking to cancel, alter, invalidate, question or in any way
affect the Pledge and/or the obligations assumed herein, is threatened to be
filed or commenced, except for any actions or proceedings that may be filed by
the holders of Debt Not Included, as defined in the Intercreditor Agreement;

      (g)   the Pledged Shares are free and clear of any encumbrances, whether
judicial, extrajudicial, are duly subscribed for and paid up, and are not
subject to any restriction on their disposal or transfer, except for the
actions, procedures, encumbrances, liens and restrictions outlined in "Schedule
8", as well as the restrictions on disposal and/or transfer imposed by force of
(i) this Agreement or the Debt Instruments or other agreements that make up the
Restructuring Plan and the Debt Instruments; (ii) the applicable regulations,
including those of Anatel; (iii) the contractual instruments of the holders of
Debt Not Included, as defined in the Intercreditor Agreement; and the NET
Companies and the Intervening Party(ies) shall answer, in accordance with the
provisions of the law, for the existence and integrity of the Pledged Shares;

      (h)   the terms and conditions of this Agreement as well as the assumption
and performance of all obligations set forth herein (i) shall not result in
default by the NET

<PAGE>

Companies and/or the Intervening Party(ies) on any contract, document or
instrument to which the NET Companies or the Intervening Party(ies) are parties,
or to which any of their assets and properties are bound, which entails or may
reasonably entail a payment obligation on the part of Net Servicos or any of the
NET Companies or the Intervening Party, in an amount exceeding R$ 30,000,000.00
(thirty million Reais), with the exception of the contractual instruments of the
holders of Debt Not Included, as defined in the Intercreditor Agreement; (ii) do
not violate any law, decree or regulation to which the NET Companies and/or the
Intervening Party(ies) may be subject; (iii) do not violate any pending
administrative, arbitral or court order, decree or decision against the NET
Companies and/or the Intervening Party(ies), (except for the Unibanco Action, as
defined in the Intercreditor Agreement), which individually entails or may
reasonably entail a payment obligation on the part of Net Servicos or any of the
NET Companies or the Intervening Party in an amount exceeding R$ 30,000,000.00
(thirty million Reais); and (iv) do not violate the bylaws and articles of
association of the NET Companies and/or the Intervening Party(ies);

      (i)   the obligations assumed in this Agreement are valid, payable and
enforceable according to the terms and conditions hereof;

      (j)   the Pledged Shares listed in "Schedule 5" represent all of the
corporate interests of the NET Companies in the capital of the Intervening
Parties, as of this date;

      (k)   the companies listed on "Schedule 1" hereto represent all of the
companies in which Net Servicos holds a direct and/or indirect corporate
interest, except for those designated "Unrestricted Controlled Companies" in the
Debt Instruments; and

      (l)   all the powers of attorney granted by NET Companies and/or the
Intervening Party(ies) according to the terms hereof are issued on an
irrevocable and irreversible basis, according to the terms of Article 684 of the
Civil Code.

<PAGE>

      6.2.  - The NET Companies and the Intervening Party(ies) shall be held
jointly and severally liable for any losses and damages resulting from the
proven inaccuracy or untruthfulness of these declarations, in accordance with
the time periods stipulated in the relevant legislation.

VII. - OBLIGATIONS, REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL AGENT

7.1. - In addition to the other obligations stipulated in this Agreement and in
the Intercreditor Agreement, the Collateral Agent agrees:

      (a)   to take all measures necessary or advisable to ensure that the
guarantee hereby created will remain complete and enforceable at all times;

      (b)   to manage the resources arising out of any enforcement of the
guarantee hereby tendered to the benefit of the Creditors, in accordance with
the terms of the Intercreditor Agreement and this Agreement;

      (c)   to immediately notify Net Servicos and the Creditors about any
lawsuits related to enforcement of the Pledged Shares for payment of the Secured
Obligations;

      (d)   to respect and observe that all and any measures to be undertaken
for the purposes and effects of this Agreement, especially in relation to
enforcement of the Pledge, can only be irreplaceably undertaken by the
Collateral Agent once the terms and conditions of the Intercreditor Agreement
and this Agreement are observed.

      (e)   to provide the corresponding Creditor with copy of any additional
documents prepared hereunder as may be reasonably requested thereby, including
any updates on the schedules hereto as well as evidence as to filing of this
Agreement as provided for herein, with the exception of any document that may
entail financial and/or

<PAGE>

secret and/or confidential information regarding the NET Companies, the
Intervening Party(ies) and/or any of the other Creditors, in compliance with the
provisions of the Intercreditor Agreement;

      (f)   to verify with Net Servicos whether the filings and registrations
set forth in this Agreement were duly made within the periods set forth herein.

      (g)   in the name of the Creditors, to take all the measures necessary to
protect the preference right over the Pledged Shares, once they become aware of
any third-party act that implies a threatened lien, and/or can effectively
result in the lien of the Pledged Shares, according to the terms hereof;

      (h)   to arrange for NET Companies not to encounter any hindrances in
obtaining the signature of the legal representatives of the Collateral Agent for
amendments to this Agreement, when necessary; and

      (i)   within 5 (five) business days of the request from Net Servicos, to
sign any waiver, notice, amendment or another document reasonably requested by
Net Servicos and prepared by it, whether necessary for release of the pledge on
the Pledged Shares and implementation of any act mentioned in Clause 2.1 above,
regardless of previous consultation and/or approval by Creditors, in the events
(i) expressly permitted under the terms of the Debt Instruments to which the
Restructuring Creditors (as defined in the Intercreditor Agreement) are
parties, and (ii) that are not expressly prohibited by any Joining Debt
Instrument (as defined in the Intercreditor Agreement).

7.1.1. - The Collateral Agent represents and warrants, under penalty of the law,
that:

      (a)   it is a company duly organized and validly existing under Brazilian
law, and is free to administer its assets;

<PAGE>

      (b)   all authorizations required to execute this Agreement and to assume
and perform all of its obligations hereunder have been obtained, and are valid,
effective and in full force, without having been altered in any way;

      (c)   it is duly authorized under its Bylaws and applicable law, as well
as by other public administration bodies to perform the obligations hereunder;

      (d)   the persons that represent it in the execution of this Agreement
have been duly authorized to do so;

      (e)   the terms and conditions of this Agreement as well as the assumption
and performance of all obligations set forth herein (i) shall not result in the
Collateral Agent's default under any contract, document or instrument to which
it is a party or to which any of its assets and properties are bound; (ii) do
not violate any law, decree or regulation to which the Collateral Agent is
subject; (iii) do not violate any pending administrative or court order,
judgment or decision against the Collateral Agent; and (iv) do not violate the
Bylaws of the Collateral Agent;

      (f)   the obligations assumed in this Agreement are valid, payable and
enforceable according to the terms hereof;

      (g)   it is aware of all the terms and conditions of the Intercreditor
Agreement and the instruments that substantiate the Secured Obligations; and

      (h)   it is aware that all and any measures to be undertaken, for the
purposes and effects of this Agreement, especially in relation to enforcement of
the Pledge, can only be irreplaceably carried out by the Collateral Agent, in
compliance with all the terms and conditions of the Intercreditor Agreement and
this Agreement.

7.2. - The Collateral Agent shall be liable for any losses and damages that may
result

<PAGE>

from the proven untruthfulness or inaccuracy of its representations, within the
time limits prescribed by applicable law.

7.3. - In the event of noncompliance by the Collateral Agent with any of the
obligations assumed hereunder, and if such noncompliance is not remedied within
48 (forty-eight) hours from the event, the Collateral Agent will be required to
indemnify the Creditors, NET Companies, Net Servicos and/or Intervening
Party(ies), as the case may be, for the losses and damages arising out of this
default.

VIII. - NOTICES

8.1. - Any and all notices to be exchanged between the parties with respect to
any matter related hereto shall be given in writing and sent to the addresses
indicated below:

(a)   if to any of NET Companies, Net Servicos and/or any of Intervening
Party(ies):

      NET SERVICOS DE COMUNICACAO S.A.

      Attn: Mr. Andre Muller Borges and/or Mr. Leonardo Porciuncula Gomes
      Pereira

      Telephone:  (55-11) 5186-2606

      Fax:        (55-11) 5186-2780

      Address:    Rua Verbo Divino, 1356, Chacara Santo Antonio, Sao Paulo - SP

                  Brasil, CEP 04719-002

and

(b)   if to Creditors, at the addresses, telephone and fax numbers mentioned in
each of the Debt Instruments, or preferably at the addresses, telephone and fax
numbers of the Collateral Agent, as mentioned in item (c) below;

(c) if to the Collateral Agent:

<PAGE>

      BANCO ITAU S.A.

      Diretoria de Servicos para o Mercado de Capitais

      Address: Av. Engenheiro Armando de Arruda Pereira, 707 - 9(a) andar -
      Jabaquara

      CEP: 04344-902 - Sao Paulo S.P.

      Attn: Mr. Antonio Carlos Rodrigues

      Tel: (55 11) 5029-1527

      Fax: (55 11) 5029-1535

      e-mail: antonio-carlos.rodrigues@itau.com.br

8.2. - Notices shall be deemed delivered on the date of their receipt when
forwarded by registered letter or when sent with "return receipt requested"
through the Brazilian mail service (Empresa Brasileira de Correios e
Telegrafos), and if delivered to the above addresses. When sent by fax or email,
they shall be deemed delivered at the next business day, provided that the
originals of the documents have been forwarded to the above addresses, through
the means mentioned above, within two business days of their transmission.

8.3. - Any change of address and other data to be observed for purposes of the
above notices will only produce effect 10 (ten) business days after informed to
Net Servicos and the Collateral Agent.

IX - THE INCLUSION OF OTHER CREDITORS

9.1.- Other creditors that may join this Agreement under the terms of the Debt
Instruments and the Intercreditor Agreement ("JOINING CREDITORS") shall be
admitted as parties to this Agreement and shall have the same rights and
obligations, and in this way they can share in the Pledge with the other
Creditors listed in "Schedule 2" of this Agreement. Joining Creditors shall
adhere to the terms of this instrument by adhering to the Intercreditor
Agreement in accordance with the terms and conditions contained in it and by

<PAGE>

signing the relevant Term of Adhesion as contained in "Schedule 9" ("TERM OF
ADHESION"). The Term of Adhesion duly signed by the Joining Creditor shall
hereby become an integral part of this Agreement.

9.2. - The Term of Adhesion shall reflect the substance of a related document
signed by the legal representatives of the Joining Creditor, which shall (i)
contain the request that the relevant credit be inserted as a beneficiary of the
Pledge, and (ii) show the Joining Creditor's unconditional acceptance of all the
terms and conditions of this Agreement and the Intercreditor Agreement,
especially in relation to its representation through the Collateral Agent.

9.2.1. The Joining Creditors, on signing the Term of Adhesion, shall have the
same rights and obligations of this Agreement and of the Intercreditor
Agreement, pari passu, with respect to the other Creditors, without any
exception and/or limitation (other than those exceptions or limitations
expressly set forth in the Intercreditor Agreement).

9.3. - For the Term of Adhesion to come into force, the Joining Creditor shall
register it at the Registry of Deeds and Documents in which this Agreement is
registered and annotate it on the Registered Share Registers of the Brazilian
Intervening Parties and/or on the books of the financial institution that is the
depositary of the book shares, and within 5 (five) business days of the date of
said registration, send certified copies of said registration to the Collateral
Agent and the NET Companies.

9.4. Any vice that may be imputable to the Term of Adhesion will not affect nor
impair any of the provisions contemplated herein, which will always remain valid
and effective for all effects and purposes.

X. - REGISTRATIONS AND PENALTIES

10.1 - The NET Companies shall, within a maximum period of 25 (twenty-five)

<PAGE>

consecutive days of receipt of the original counterparts of this Agreement, duly
signed by the Parties, (i) submit this Agreement for registration with the
Registry of Deeds and Documents in which the headquarters of the Intervening
Party(ies) are located; and (ii) send, by registered letter, a copy of this
Agreement to the financial institution that is the depositary of the book shares
issued by the Intervening Party(ies), and within 20 (twenty) consecutive days
counted from said registration they shall send to the Collateral Agent certified
copies of this Agreement registered with the respective Registry of Deeds and
Documents, as well as the deposit account statement provided to the respective
NET Companies by the financial institution depositary of book shares, always
with due regard for the provisions of Clause 10.4 below.

10.2. - For drafting of amendments to this Agreement pursuant to the provisions
of Clause 1.2.1 above, subject always to the provisions in Clause 10.4 below,
the NET Companies and/or the Intervening Party(ies) in charge of including the
New Shares in the Pledge, within 5 (five) business days of the formalization of
any events listed therein, shall deliver to the Collateral Agent, in compliance
with the provisions of Clauses 7.1(h) and 8.2 above, all counterparts of the
respective amendment, duly signed by the legal representatives of NET Companies
and the Intervening Party(ies), together with their respective signature
certifications, so that the Collateral Agent, on its own behalf and on behalf of
Creditors, signs the counterparts of such amendment, certifies the signatures
applicable thereto and returns them to NET Companies at the address mentioned in
Clause 8.1 (a) above, keeping only one counterpart.

10.2.1. - Within 15 (fifteen) consecutive days from receipt of the original
counterparts of the amendment hereto, duly signed by the Collateral Agent, any
of NET Companies and/or Intervening Party(ies), it shall (i) register the
amendment to this Agreement with the Registries of Deeds and Documents in which
this Agreement is registered, sending certified copies of the registered
amendment to the Collateral Agent within 20 (twenty) consecutive days of the
date of its filing with the Registry of Deeds and Documents; and (ii) transcribe
in the Registered Shares Register of the Intervening Party(ies) issuing the

<PAGE>

New Shares the declaration contemplated in Clause 1.10 hereof, forwarding to the
Collateral Agent a certified copy of the pages of the Registered Shares'
Register in which the New Shares are recorded with the annotation previously
mentioned within 5 (five) business days of the transcription, and send, by
registered letter, a copy of this amended Agreement to the financial institution
that is the depositary of the New Shares, which are book shares, forwarding a
certified copy of the deposit account statement provided to the respective NET
Companies by the financial institution, containing the declaration mentioned in
Clause 1.10 hereof, within at most 20 (twenty) business days from its filing,
except, in any event contemplated in this clause, the provisions of Clause 10.4
below.

10.3.- Irrespective of any other penalty imposed by applicable legislation, by
this Agreement, by Clause 10.5 below, by the Debt Instruments and/or by the
Intercreditor Agreement, the noncompliance by the NET Companies with any of the
periods stipulated in Clauses 10.1, 10.2 and 10.2.1 above, for any reason, shall
result in the imposition of a fine in favor of the Creditors, to be distributed
ratably to the value of their respective Secured Obligations, in the amount of
R$100,000.00 (one hundred thousand reais) per day, or fraction of a day of
delay.

10.3.1.- The value of the fine stipulated above shall be adjusted annually, or
at a shorter period of time if allowed or not forbidden by the relevant
legislation, counting from this date, including according to the variation in
the General Market Price Index (IGP-M - Indice Geral de Precos - Mercado) or in
its absence for any reason, by the General Price Index - Internal Availability
(Indice Geral de Precos - Disponibilidade Interna - IGP-DI), both published by
the Getulio Vargas Foundation.

10.4.- Delays in complying with the periods stipulated herein, resulting from
acts of God or force majeure, such as, for example, strikes, delays, failures
and omissions by the Registry of Deeds and Documents, not imputable to the NET
Companies and/or the Intervening Party(ies), shall not be deemed to involve any
contractual default, nor the imposition of the fine referred to in Clause 10.3.
In this case, the terms established will be

<PAGE>

suspended from the date of commencement of the event of act of God or force
majeure until the date of its cessation, and NET Companies shall, on the first
business day immediately after the cessation of the events caused by an act of
God or force majeure, take all necessary measures to make the relevant
registration, resuming the timeframe for compliance with the obligations as from
such date of cessation of the act of God or force majeure.

10.5. - After expiration of the periods stipulated in Clauses 1.4, 1.4.1, 10.1,
10.2, 10.2.1 and 10.4, pursuant to the provisions of Clauses 4.9 and 11.8, the
Creditors may choose, with due regard for the provisions of the Intercreditor
Agreement and the Debt Instruments, to declare the early maturity of the Secured
Obligations. Upon this declaration of early maturity, the imposition of the
penalties stipulated in Clause 10.3 above shall be suspended without prejudice
to the penalties imposed by applicable law and by the Debt Instruments.

10.6. Without prejudice to the obligations hereby assumed by the NET Companies
in relation to these measures, and in addition to the penalties resulting from
noncompliance, the Collateral Agent may decide, at its exclusive discretion,
upon notice to NET Companies, to make the registrations referred to in Clauses
10.1, 10.2 and 10.2.1.

10.6.1. Without prejudice to the other powers granted by NET Companies to the
Collateral Agent and/or Creditors, NET Companies, through the instrument of
power of attorney, according to the model included in "Schedule 7", grant to the
Collateral Agent, in the capacity of representative of Creditors, irrevocably
and irreversibly, as condition for the business, according to Article 684 of the
Civil Code, certain powers for the Collateral Agent, on behalf of Creditors, in
compliance with the provisions hereof, to represent NET Companies before any and
all Registries of Deeds and Documents and financial institutions that are
depositaries of book shares, and to sign any and all documents, and perform any
and all acts necessary specifically and exclusively for the performance of the
registrations contemplated in Clauses 10.1, 10.2 and 10.2.1.

<PAGE>

10.7. - It is hereby agreed that on the Pledge Termination Date, any of NET
Companies and/or Intervening Party(ies), at their own expense and risk, shall
take all relevant measures to cancel the Pledge registration, and the Collateral
Agent shall undertake to immediately render the cooperation necessary to this
effect, providing a term of release in relation to the Secured Obligations and
all relevant information and documentation that may be reasonably requested by
NET Companies and/or the Intervening Party(ies), it being hereby agreed that in
any case the aforementioned cancellation shall depend on the full satisfaction
of the Secured Obligations, and, in this case, in accordance with articles 319
and 1436 of the Civil Code, as well as with article 250 of the Public
Registration Law, the NET Companies and/or the Intervening Party(ies) are hereby
authorized to use all existing administrative and/or judicial mechanisms, with
no limitations of any kind, to obtain the release of the Pledge and the
cancellation of its registration.

XI. - MISCELLANEOUS

11.1. - All the terms, conditions, covenants, dealings, undertakings and
commitments assumed in this Agreement shall be binding on the parties themselves
and their successors and assigns in any way, on an irrevocable and irreversible
basis.

11.2. - Any change in the terms and conditions of this Agreement shall only be
deemed valid if made in a written instrument signed by all the Parties, except
in the specific cases determined herein and in its schedules, always with due
regard for the provisions of the Intercreditor Agreement, it being agreed,
however, that the Collateral Agent shall represent the Creditors, exclusively
and with ample powers for such purpose, in making any amendments to this
Agreement, in compliance with the terms and conditions of the Intercreditor
Agreement

11.3. - With due regard for the provisions in the Intercreditor Agreement, the
Creditors,

<PAGE>

acting exclusively through the Collateral Agent for the purpose of taking the
appropriate action, may demand the specific enforcement of the obligations
assumed by the Parties hereunder, according to Articles 461, 621 and 632 through
645 of the Brazilian Code of Civil Procedure, as well as the enforcement of the
guarantee granted herein.

11.3.1. - Without prejudice to the other rights conferred on the Collateral
Agent, acting in the capacity of collateral agent for the Creditors, the
Collateral Agent is hereby irrevocably and irreversibly authorized to enforce
this guarantee in a private manner as set forth in Article 1433, IV of the Civil
Code, provided the terms and conditions of this Agreement, of the Debt
Instrument and of the Intercreditor Agreement have been complied with.

11.4. - As a condition for this Agreement, the NET Companies hereby agree to
take any and all additional measures and to produce any and all documents
necessary to formalize the Pledge and for the validity and effectiveness of this
Agreement

11.5. - NET Companies shall bear any and all costs or expenses that are
provably, reasonably and justifiably incurred by the Collateral Agent in
connection with performance of the obligations or exercise of the rights set out
in this Agreement or in applicable law, including costs and expenses incurred
with registrations, filings or enforcement of the guarantee hereunder, as well
as in connection with any proceedings, suits and/or other judicial or
extrajudicial action necessary to secure their rights and prerogatives set forth
in this Agreement, including costs, fees, expenses, emoluments, attorney's and
expert's fees or any other charges related to such proceedings, suits or
actions. Such amounts shall be reimbursed within 10 (ten) business days after
the date of receipt of notice to this effect, to be sent to NET Companies.
Reimbursements for judicial expenses and attorneys' fees related to the clauses
of this Agreement shall be made in keeping with the provisions of Clause 2.3.

11.6. - The full or partial invalidity or nullity of any clauses of this
Agreement shall not affect the other clauses, which shall always remain valid
and effective until the Parties have

<PAGE>

performed all their obligations hereunder. If any clause in this Agreement is
held invalid or null, the Parties hereby undertake to negotiate, within the
shortest period possible, in replacement of the invalid or null clause, the
inclusion in this Agreement of valid terms and conditions that reflect the terms
and conditions of the clause rendered invalid or null, with due regard for the
original intent and objective of the Parties at the time of negotiation of the
invalid or null clause and the underlying context.

11.7. - Waiver by any of the Parties in connection with the exercise of any
rights conferred under the terms of this Agreement or applicable legislation,
shall only be effective if made in writing. No forbearance, delay or indulgence
by any of the Parties in enforcing any provision of this Agreement shall hinder
or restrict the rights of such Party nor shall it prevent such Party from
exercising such rights or any others whenever it deems fit to do so,
irrespective of any prior communication or notice.

11.8. - For all legal purposes, it is expressly stipulated herein that the only
cases of early maturity, in addition to those expressly foreseen in this
Agreement, in the Debt Instruments and in the Intercreditor Agreement are the
cases mentioned in subsections II and III of Article 1425 of the Civil Code.

11.9. - The confidentiality commitment established in, and pursuant to, Clause
10.14 of the Intercreditor Agreement shall apply to this Agreement.

11.10. - Without prejudice to the joint responsibility of the NET Companies
stipulated in the Intercreditor Agreement, in the Debt Instruments and in the
Additional Pledge Agreements, the NET Companies and Net Servicos hereby and
pursuant to law, on an irrevocable and irreversible basis, for the purposes
stipulated in Article 265 of the Civil Code, represent, in relation to this
Agreement, to be the joint and principal payers solely with regard to the
obligations mentioned in Clauses 2.1.1, 2.3, 6.2, 10.1 to 10.7 and 11.5 hereof.

<PAGE>
 11.11. - This Agreement shall be ruled and governed by the laws of Federative
Republic of Brazil. The Parties elect the courts in the Judicial District of
Sao Paulo, State of Sao Paulo, to settle any doubts or disputes arising out of
this Agreement, to the exclusion of any other courts, however privileged they
may be.

IN WITNESS WHEREOF, the parties, binding themselves and their successors, sign
this Agreement in four (4) counterparts of equal form and content, to one sole
effect, in the presence of the two (2) undersigned witnesses.

                               Sao Paulo, [_]  [_____] 2005

                               FOR CREDITORS

                          By   -------------------------------------------

                               BANCO ITAU S.A.

                               Name:

                               Title:

                               COLLATERAL AGENT

                               ---------------------------------------------
                               BANCO ITAU S.A.

                               Name:

                               Title:

                               NET SERVICOS

                         By    ------------------------------------------

                               NET SERVICOS DE COMUNICACAO S.A.

<PAGE>

                                 Name:

                                 Title:

                                 NET COMPANIES

                                 CMA PARTICIPACOES S.A.
                                 DABNY, L.L.C.
                                 MULTICANAL TELECOMUNICACOES S.A.
                                 NET SAO PAULO LTDA.
                                 NET CAMPINAS LTDA.

                                 ---------------------------------------------
                                 Name:

                                 Title:

                                 INTERVENING PARTIES

                                 CABODINAMICA TV CABO SAO PAULO S.A.
                                 CMA PARTICIPACOES S.A.
                                 MULTICANAL TELECOMUNICACOES S.A.
                                 NET RIO S.A.
                                 TV VIDEO CABO DE BELO HORIZONTE S.A.
                                 NET SAO CARLOS S.A.
                                 NET RIBEIRAO PRETO S.A.
                                 JONQUIL VENTURES LIMITED
                                 DABNY, L.L.C.

<PAGE>

                                 ---------------------------------------------
                                 Name:

                                 Title:

Witnesses:

1.   -         ____________________________

               Name:

               Identity Card - RG:

2.   -         ____________________________

               Name:

               Identity Card - RG:

<PAGE>

                                                SCHEDULE 1 TO THE SHARE PLEDGE
                                                AGREEMENT WITH AN AMICABLE SALE
                                                CLAUSE AND OTHER COVENANTS

                             LIST OF NET COMPANIES

CMA PARTICIPACOES S.A., a Brazilian joint-stock company with its headquarters in
the City of Sao Paulo, State of Sao Paulo, at Rua Verbo Divino, 1.356, Chacara
Santo Antonio, enrolled in C.N.P.J. under No. 31.959.356/0001-80, herein
represented pursuant to its Bylaws;

DABNY, L.L.C., a limited liability company, organized and existing under the
laws of Delaware, headquartered at c/o The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801, herein represented pursuant to its Limited Liability Company
Agreement dated January 13, 1995 (as amended, supplemented or modified from time
to time);

MULTICANAL TELECOMUNICACOES S.A., a Brazilian joint-stock company headquartered
in the City of Sao Paulo, State of Sao Paulo, at Rua Verbo Divino, 1356, 1st
floor, part, CEP 04719-002, Chacara Santo Antonio, enrolled in C.N.P.J under No.
31.963.481/0001-64, herein represented pursuant to its Bylaws;

NET SAO PAULO LTDA., a Brazilian limited company headquartered in the City of
Sao Paulo, State of Sao Paulo, at Rua Verbo Divino, 1.356, Ground Floor, 1st and
2nd Floors, CEP 04719-002, Chacara Santo Antonio, enrolled in C.N.P.J under No.
65.697.161/0001-21, herein represented

<PAGE>

according to its Articles of Association; and

      NET CAMPINAS LTDA., a Brazilian limited company headquartered in the City
of Campinas, State of Sao Paulo, at Rua Jasmim, 610, CEP 13.807-520, Chacara
Primavera, enrolled in C.N.P.J. under No. 61.698.510/0001-79, herein
represented pursuant to its Articles of Association.

<PAGE>

                                                        SCHEDULE 2 TO THE
                                                        SHARE PLEDGE
                                                        AGREEMENT WITH AN
                                                        AMICABLE SALE CLAUSE
                                                        AND OTHER COVENANTS
                                LIST OF CREDITORS


(1) PLANNER CORRETORA DE VALORES S.A., a joint-stock company with its
headquarters in the City of Sao Paulo, State of Sao Paulo, at Avenida Paulista,
2.439, 11th floor, enrolled in the National Register of Legal Entities
(C.N.P.J.) under n(0). 00.806.535/0001-54, , representing, as fiduciary agent
and proxy of the Securities of the Forth Public Issue of Debentures, Not
Convertible Into Shares, with Collateral Guarantee and Suretyship, of Net
Servicos de Comunicacao S.A., in this act represented jointly by the owners of
the Debentures by Banco Itau S.A., as Collateral Agent;.

(2) THE BANK OF NEW YORK, a financial institution with its headquarters in New
York, at Braclay Street, 101, New York, Ny, 10286, as Trustee of owners of the
Net Sul Notes (according to the Creditors Agreement) in this act represented
jointly by the owners of Net Sul Notes and by Banco Itau S.A., as Collateral
Agent;

(3) THE BANK OF NEW YORK, a financial institution with its headquarters in New
York, at Braclay Street, 101, New York, Ny, 10286, as Trustee of the owners of
the Company Notes, (according to the Creditors Agreement) in this act
represented jointly by the owners of the Company Notes and by Banco Itau S.A.,
as Collateral Agent;

(4) BANCO DO BRASIL S.A., a financial institution duly organized and existing
according to the laws of Brazil, with its heaquarters in [ ], represented by
Banco Itau S.A., as Collateral Agent;

(5) BANCO ITAU BBA S.A., a financial institution duly organized and existing
according to the laws of Federative Republic of Brazil, with its heaquarters in
the city of Sao Paulo, in Sao Paulo State, at Praca Alfredo Egydio de Souza
Aranha, 100 - Torre Conceicao - 9th floor, enrolled in the National Register of
Legal Entities (C.N.P.J./MF) under n(0)17.298.092/0001-30, represented by Banco
Itau S.A., as Collateral Agent;

(6) BANKBOSTON BANCO MULTIPLO S.A., a financial institution duly organized and
existing according to the laws of Federative Republic of Brazil, with its
heaquarters in [ ], represented by Banco Itau S.A., as Collateral Agent;

(7) BANCO BRASCAN S.A., a financial institution duly organized and existing
according to the laws of Federative Republic of Brazil, with its heaquarters in
the city of Rio de Janeiro, at Avenida Almirante Barroso, 52 30th floor,
enrolled in the National Register of Legal Entities (C.N.P.J./MF) under
n(0)33.923.111/0001-29, represented by Banco Itau S.A., as Collateral Agent;

(8) UNIBANCO - UNIAO DE BANCOS BRASILEIROS S.A., a financial institution duly
organized and existing according to the laws of Federative Republic of Brazil,
with its heaquarters in the city and State of Sao Paulo, at Avenida Eusebio
Matoso, 891, enrolled in the National Register of Legal Entities (C.N.P.J./MF)
under n(0) 33.700.394/0001-40, represented by Banco Itau S.A., as Collateral
Agent;

(9) BANCO DO ESTADO DO RIO GRANDE DO SUL S.A., a financial institution duly
organized and existing according to the laws of Brazil, with its heaquarters in
[ ], represented by Banco Itau S.A., as Collateral Agent;

(10) MARATHON FUND, L.P., a financial institution duly organized and existing
according to the laws of [ ], with its heaquarters in [ ], represented by Banco
Itau S.A., as Collateral Agent;

(11) BANCO UNICO S.A., new corporate name of Banco BNL do Brasil S.A., a
financial institution duly organized and existing according to the laws of
Federative Republic of Brazil, with its heaquarters in the city and State of Sao
Paulo, at Av. Paulista, 1.963, enrolled in the National Register of Legal
Entities (C.N.P.J./MF) under n(0) 00.086.413/0001-30, represented by Banco Itau
S.A., as Collateral Agent;

      (12) BANCO DE CREDITO NACIONAL S.A., a financial institution duly
organized and existing according to the laws of Brazil, with its heaquarters in
[ ], represented by Banco Itau S.A., as Collateral Agent.

<PAGE>

                                                        SCHEDULE 3 TO THE
                                                        SHARE PLEDGE
                                                        AGREEMENT WITH AN
                                                        AMICABLE SALE CLAUSE
                                                        AND OTHER COVENANTS

                            LIST OF DEBT INSTRUMENTS


(1)   INDENTURE FOR THE FOURTH PUBLIC ISSUE OF DEBENTURES NOT CONVERTIBLE INTO
      SHARES WITH COLLATERAL GUARANTEE AND SURETYSHIP, BY NET SERVICOS DE
      COMUNICACAO S.A. dated as of [..../..../....] with Planner Corretora de
      Valores S.A. (Trustee), in the amount of [.....];

(2)   SECURITY INDENTURE FOR NET SUL COMUNICACOES LTDA., dated as of
      [..../..../....] and entered by The Bank of New York (Trustee), RELATIVE
      TO US$[ ] 7.0% SENIOR SECURED NOTES DUE 2009 AND THE U.S.$[ ] SENIOR
      SECURED FLOATING RATE NOTES DUE 2009 dated as of [..../..../....] and
      connected instruments, as such: PRIVATE INSTRUMENT OF DEBT CONFESSION,
      dated as of [..../..../....] with [Marathon Fund, L.P.] in the amount of
      [....], PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of
      [..../..../....] with [UBS], in the amount of [....], PRIVATE INSTRUMENT
      OF DEBT Confession, dated as of [..../..../....] with [JP Morgan] in the
      amount of [....] and PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of
      [..../..../....] with [Banco do Espirito Santo - BES] in the amount of
      [....], PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of
      [..../..../....] with [Cargill] in the amount of [....], PRIVATE
      INSTRUMENT OF DEBT CONFESSION, dated as of [..../..../....] with [Banco do
      Brasil] in the amount of [....], PRIVATE INSTRUMENT OF DEBT CONFESSION,
      dated as of [..../..../....] with [Moneda] in the amount of [....];

(3)   SECURITY INDENTURE FOR NET SERVICOS DE COMUNICACAO S.A., dated as of
      [..../..../....] and entered by The Bank of New York (Trustee), RELATIVE
      TO US$76,593,068 7.0% SENIOR SECURED NOTES DUE 2009;

(4)   PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of [..../..../....] with
      Banco do Brasil S.A. in the amount of [....] and corresponding to the
      Common Terms Agreement;

(5)   PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of [..../..../....] with
      Banco do Brasil S.A. in the amount of [....] and corresponding to the
      Common Terms Agreement;

(6)   PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of 30/12/2004 with Banco
      do Itau BBA S.A. in the amount of R$ 61,144,097.23 and corresponding to
      the Common Terms Agreement;

(7)   PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of 30/12/2004 with Banco
      Itau BBA S.A. in the amount of R$ 4,509,403.14 and corresponding to the
      Common Terms Agreement;

(8)   PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of 30/12/2004 with Banco
      Itau BBA S.A. in the amount of R$ 4,039,613.40 and corresponding to the
      Common Terms Agreement;

(9)   PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of [..../..../....] with
      BankBoston Banco Multiplo S.A. in the amount of [....] and corresponding
      to the Common Terms Agreement;

(10)  PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of [..../..../....] with
      BankBoston Banco Multiplo S.A. in the amount of [....] and corresponding
      to the Common Terms Agreement;

(11)  PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of [..../..../....] with
      BankBoston Banco Multiplo S.A. in the amount of [....] and corresponding
      to the Common Terms Agreement;

(12)  PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of 27/12/2004 with Banco
      Brascan S.A. in the amount of R$ 19,270,986.76 and corresponding to the
      Common Terms Agreement;

(13)  PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of 28/12/2004 with
      Unibanco - Uniao de Bancos Brasileiros in the amount of R$ 103,988,711.06
      and corresponding to the Common Terms Agreement;

(14)  PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of 28/12/2004 with
      Unibanco - Uniao de Bancos Brasileiros in the amount of R$ 368,951.88 and
      corresponding to the Common Terms Agreement;

(15)  PRIVATE INSTRUMENT OF DEBT CONFESSION, dated as of 28/12/2004 with Banco
      Unico S.A. in the amount of R$ 20,541,104.80 and corresponding to the
      Common Terms Agreement;

(16)  Private Instrument of Debt Confession, dated as of [..../..../....] with
      Marathon Fund, L.P. in the amount of R$ [..........] and corresponding to
      the Common Terms Agreement;

(17)  Private Instrument of Debt Confession, dated as of [..../..../....] with
      Banco de Credito Nacional S.A. in the amount of R$ [..........] and
      corresponding to the Common Terms Agreement;
<PAGE>

                                                        SCHEDULE 4 TO THE
                                                        SHARE PLEDGE
                                                        AGREEMENT WITH AN
                                                        AMICABLE SALE CLAUSE
                                                        AND OTHER COVENANTS

                       COPY OF THE INTERCREDITOR AGREEMENT

<PAGE>

                                                SCHEDULE 5 TO THE SHARE
                                                PLEDGE AGREEMENT WITH AN
                                                AMICABLE SALE CLAUSE AND
                                                OTHER COVENANTS

                             LIST OF PLEDGED SHARES

      (i) CABODINAMICA TV CABO SAO PAULO S.A.:

      - 861,887 (eight hundred and sixty-one thousand eight hundred and
eighty-seven) common shares representing 63% (sixty-three percent) of the
company's capital, which are owned by NET SERVICOS DE COMUNICACAO S.A.;

      - 465,143 (four hundred and sixty-five thousand one hundred and
forty-three) common shares representing 34% (thirty-four percent) of the
company's capital, which are owned by NET SAO PAULO LTDA.; and

      - 41,042 (forty-one thousand forty-two) common shares representing 3%
(three percent) of the company's capital, which are owned by MULTICANAL TELECOM
S.A.;

      (ii) CMA PARTICIPACOES S.A.:

      - 630,660,327 (six hundred and thirty million six hundred and sixty
thousand three hundred and twenty-seven) common shares representing 54.84%
(forty-four point eight-four percent) of the company's voting capital, and
1,117,326,374 (one billion one hundred and seventeen million three hundred and
twenty-six thousand three hundred and seventy-four) preferred shares, which are
owned by NET SERVICOS DE COMUNICACAO S.A.; and

      - 519,239,672 (five hundred and nineteen million two hundred and
thirty-nine thousand six hundred and seventy-two) common shares representing
45.15% (forty-five point fifteen percent) of the company's voting capital, and
1,088,358,086 (one billion eighty-eight million three hundred and fifty-eight
thousand and eighty-six) preferred shares, which are owned by DABNY L.L.C.;

      (iii) DABNY, L.L.C.:

      - 100 (one hundred) membership interests representing 100% (one hundred
percent) of the company's capital interest owned by NET SERVICOS DE COMUNICACAO
S.A.;

      (iv) JONQUIL VENTURES LIMITED:

      - 1,000 (one thousand) shares representing 100% (one hundred percent) of
the company's capital interest owned by NET SERVICOS DE COMUNICACAO S.A.;

      (v) MULTICANAL TELECOMUNICACOES S.A.:

      - 123,034,809,722 (one hundred and twenty-three billion thirty-four
million eight hundred and nine thousand seven hundred and twenty-two) common
shares representing 86% (eighty-six percent) of the company's capital, which are
owned

<PAGE>

by NET SERVICOS DE COMUNICACAO S.A.; and

      - 20,028,922,513 (twenty billion twenty-eight million nine hundred and
twenty-two thousand five hundred and thirteen) common shares representing 14%
(fourteen percent) of the company's capital, which are owned by CMA
PARTICIPACOES LTDA.;

      (vi) NET RIO S.A.:

      - 640,779 (six hundred and forty thousand seven hundred and seventy-nine)
common shares representing 99.99% (ninety-nine point ninety-nine percent) of the
company's capital, which are owned by NET SERVICOS DE COMUNICACAO S.A.;

      (vii) TV VIDEO CABO DE BELO HORIZONTE S.A.:

      - 8,037 (eight thousand and thirty-seven) common shares representing
99.99% (ninety-nine point ninety-nine percent) of the company's capital, which
are owned by NET SERVICOS DE COMUNICACAO S.A.;

      (viii) NET SAO CARLOS S.A.:

      - 560,507 (five hundred and sixty thousand five hundred and seven) common
shares representing 99.99% (ninety-nine point ninety-nine percent) of the
company's capital, which are owned by NET SERVICOS DE COMUNICACAO S.A.;

      (ix) NET RIBEIRAO PRETO S.A.:

      - 93,828 (ninety-three thousand eight hundred and twenty-eight) common
shares representing 99.99% (ninety-nine point ninety-nine percent) of the
company's capital, which are owned by MULTICANAL TELECOMUNICACOES S.A.; and

      - 03 (three) common shares representing 0.01% (zero point zero one
percent) of the company's capital, which are owned by NET SERVICOS DE
COMUNICACAO S.A.

<PAGE>

                                                        SCHEDULE 6 TO THE
                                                        SHARE PLEDGE
                                                        AGREEMENT WITH AN
                                                        AMICABLE SALE CLAUSE
                                                        AND OTHER COVENANTS

                   CHARACTERISTICS OF THE SECURED OBLIGATIONS

The estimated value for the Secured Obligations on the date hereof is US$[     ]
and R$[______], which shall be increased by quarterly remuneratory interest at
the following maximum rates, as defined on the respective Debt Instruments:

   -  For debts in Brazilian Reais - CDI plus spread of 2% (two percent) per
      year between June 30th, 2004 and December 14th, 2005, and CDI plusspread
      of 3% (three percent) per year from December 15th, 2005 (including) until
      the final payment of such amount, and

   -  For debts in American Dollars - fixed rate of 7% (c) quarterly LIBOR;
      iplus spread of 3% (three percent) per year.

The amortization of the outstanding principal amount of the Debt Instrument
shall be as following: (i) 40% at the first 5 (five) days following the
effectiveness of the Debt Instruments and the remaining 60% shall be amortized
quarterly from 2006 until, at the most, 2010, starting on March 15th, 2006; or
(ii) 100% (one hundred percent) shall be amortized quarterly from 2006 until, at
the most, 2010, starting on March 15th 2006, according to the terms and
conditions at the Debt Instruments.


<PAGE>

                                                SCHEDULE 7 TO THE SHARE
                                                PLEDGE AGREEMENT WITH AN
                                                AMICABLE SALE CLAUSE AND
                                                OTHER COVENANTS

                           COPY OF POWER OF ATTORNEY

             [MODEL - NET SHALL INCLUDE THE ORIGINAL COUNTERPART AT
                                    CLOSING]

      [May all those to whom this IRREVOCABLE PUBLIC POWER OF ATTORNEY may come
      that on [ ], 2005, in this Capital of the State of Sao Paulo, there came
      before me, Notary Public [ ], [ ], hereinafter referred to as
      "Principals", as well as [ ], [ ], hereinafter referred to as "Intervening
      Party". Principals declared that: (1) on the date hereof, they signed with
      certain creditors, hereinafter referred to jointly as "Creditors",
      represented by [ ], as collateral agent, hereinafter referred to as
      "Collateral Agent", a private instrument named "Share Pledge Agreement
      with an Amicable Sale Clause and Other Covenants", hereinafter referred to
      as "Pledge Agreement"; (2) pursuant to article 684 of the Civil Code and
      exclusively for the purposes of the Pledge Agreement, Principals grant to
      the Collateral Agent specific and restricted powers to, on behalf of the
      Creditors, represent Principals before any and all Registries of Deeds and
      Documents and financial institutions depositaries of book shares, as well
      as sign any and all documents, perform any and all acts specifically and
      exclusively required for the registrations prescribed by law and for the
      Pledge Agreement to be valid; (3) since this public power of attorney is
      granted in the interest of Creditors and as a condition precedent for the
      business established in the Pledge Agreement and in the agreements related
      thereto, it is IRREVOCABLE; (4) this public power of attorney, as a rule,
      shall be used before the Intervening Party and third parties for the
      Collateral Agent to perform the

<PAGE>

      registration acts indicated above on behalf of Principals, whereupon
      Principals shall not be required to directly perform any acts other than
      the granting of this public power of attorney; (5) the powers granted to
      the Collateral Agent hereunder shall only be extinguished upon expiration
      and termination of the Pledge Agreement. The Intervening Party takes
      cognizance of the declarations and the public power of attorney issued by
      Principals and declares that, in general, it shall not hinder the
      performance of any acts by the Collateral Agent, on behalf of Principals
      under the terms hereof. In the event of substitution of the Collateral
      Agent, the latter is hereby authorized to delegate such powers to the
      institution that becomes the new Collateral Agent. After read by all,
      Principals and Intervening Party sign this irrevocable public power of
      attorney.]
<PAGE>

                                                               SCHEDULE 8 TO THE
                                                                    SHARE PLEDGE
                                                               AGREEMENT WITH AN
                                                            AMICABLE SALE CLAUSE
                                                             AND OTHER COVENANTS

        LIST OF ACTIONS, PROCEDURES, LIENS, ENCUMBRANCES AND RESTRICTIONS

I. JUDICIAL PROCEEDINGS

<TABLE>
<CAPTION>
                           PLAINTIFF IN ENFORCEMENT
       OPERATOR                   ACTION NO.             SUBJECT MATTER           OBSERVATIONS
       --------                   ----------             --------------           ------------
<S>                       <C>                            <C>               <C>
    NET SAO PAULO         FEDERAL GOVERNMENT                  Tax
                          1999.61.82.053713-2
                          6th Lower Court of Federal
                          Tax Enforcements

    NET SAO PAULO         MUNICIPALITY                        Tax          Attachment of different
                          705.673-7/97-8                                   assets that make up the
                          1st Lower Court of                               network.
                          Municipal Tax
                          Enforcements - SP

                          FEDERAL GOVERNMENT                  Tax
NET SAO PAULO (SANTOS     2004.61.04.008510-2
BRANCH)                   5th Lower Federal Court in
                          Santos

NET SAO JOSE RIO PRETO    STATE OF SAO PAULO                  Tax          Cable network attachment.
                          20.497/01
                          Ancillary Service of the
                          SJRPRETO Internal Revenue

     NET SERVICOS         FEDERAL GOVERNMENT                  Tax
                          2004.61.82.037766-7
                          5th Lower Court of Federal
                          Tax Enforcements  - SP

     NET SERVICOS         FEDERAL GOVERNMENT                  Tax
                          2004.61.82.051947-4
                          5th Lower Court of Tax
                          Enforcements - SP

     NET SERVICOS         UNIBANCO                       Loan Agreement
                          000.02.222752-0,
                          16th Lower Civil Court of
                          the Central Courts  - SP

       NET RIO            STATE OF RIO DE JANEIRO             Tax
                          2001/100-004.229-8
                          Motion to Stay
                          Execution No.
                          2004.001.044.800-3
                          11th  Rio de Janeiro
                          Internal Revenue Service.

       NET RIO            STATE OF RIO DE JANEIRO             Tax          Attachment of 5% of Net
                          2001/100-004.230-4                               Rios's monthly revenues.
                          11th  Rio de Janeiro
                          Internal Revenue Service.
</TABLE>


<PAGE>
<TABLE>
<S>                       <C>                            <C>               <C>
       NET RIO            STATE OF RIO DE JANEIRO             Tax
                          2001/100-004.231-6                               Attachment of
                          11th  Rio de Janeiro                             Net Rio's revenues.
                          Internal Revenue Service.

       NET                RIO STATE OF RIO DE                 Tax
                          JANEIRO
                          2003/100.000.355-8 11th
                          Rio de Janeiro Internal
                          Revenue Service.
</TABLE>

II. ADMINISTRATIVE PROCEEDINGS:

<TABLE>
<CAPTION>
                                 Tax Authority
       Operator                 Proceeding No.           Subject Matter           Observations
       --------                 --------------           --------------           ------------
<S>                       <C>                            <C>               <C>
    NET SAO PAULO         Federal Revenue Office              Tax
                          AI 52385

    NET SAO PAULO         Federal Revenue Office              Tax
                          AI 00503

    NET SAO PAULO         Federal Revenue Office              Tax
                          AI 1998.00902-7

    NET SAO PAULO         08.1.81912-35
                          Federal Revenue Office              TAX

     Cabodinamica         Federal Revenue Office              Tax
                          08.109000/03695/03

     CABODINAMICA         Federal Revenue Office              Tax
                          08.109000/03695/03

       NET RIO            Rio de Janeiro Internal             Tax
                          Revenue Service
                          E-04/603.358/94
                          AI n. 791.691

       NET RIO            Rio de Janeiro Internal
                          Revenue Service                     TAX
                          E-04/146.770/97
                          AI 01.041552-9

       NET RIO            Rio de Janeiro Internal
                          Revenue Service.                    TAX
                          AI 01.049922-6
                          E-04.177.374/98
</TABLE>



<PAGE>
<TABLE>
<S>                       <C>                            <C>               <C>
       NET RIO            Rio de Janeiro Internal             Tax
                          Revenue Service
                          AI 01.053492-3
                          E-04.147.573/97

       NET RIO                                                Tax
                          RIO DE JANEIRO INTERNAL
                          REVENUE SERVICE.
                          E - 04/085.241/2002
                          Infraction Notice No.
                          03.007333-2

       NET RIO            Federal Revenue Office              Tax
                          15374.001438/99-84

       NET RIO            Federal Revenue Office              Tax
                          04203/02-A

       NET RIO            Federal Revenue Office              Tax
                          04203/02-B

       NET RIO            Federal Revenue Office              Tax
                          04203/02-C

      MULTICANAL          Federal Revenue Office              Tax
                          AI n. 15374.004005/2001-20

  DR (Porto Alegre)       Federal Revenue Office              Tax
                          11080.013354/
                          2002-68

  DR (Porto Alegre)       Federal Revenue Office              Tax
                          11080-013.353/2002-13

       NET SUL            Municipality of Porto               Tax
                          Alegre
                          0085/98

  NET BELO HORIZONTE      Federal Revenue Office              Tax
                          0610100/01055/03
</TABLE>

III. AGREEMENTS:

<TABLE>
<S>                 <C>                   <C>             <C>
                    Encumbered
Operator            Properties            Type of Lien    Contract benefiting from the Lien
--------            ----------            ------------    ---------------------------------
</TABLE>


<PAGE>
<TABLE>
<S>                 <C>                   <C>             <C>
NET CAMPINAS        3,073 Feet of RG/     Conditional     Financing Agreement with Transfer
                    Coaxial MT cables,    Sale            of Loan in Foreign Currency - BONY
                    year of manufacture                   signed with UNIBANCO - Uniao de
                    1998, Manufacturer                    Bancos Brasileiros S/A., filed with
                    CommScope, Inc.                       the 1st Registry of Deeds and
                                                          Documents of Campinas - SP,
                                                          microfilm No. 283301, value: US$
                                                          364,116.59

NET CAMPINAS        Attenuators,          Conditional     Financing Agreement with Transfer
                    Equalizers,           Sale            of Loan in Foreign Currency - BONY
                    Amplifiers and                        signed with UNIBANCO - Uniao de
                    Carcass for                           Bancos Brasileiros S/A., filed with
                    Amplifiers, year of                   the 1st Registry of Deeds and
                    manufacture 1998,                     Documents of Campinas - SP,
                    Manufacturer:                         microfilm No. 283302, value: US$
                    Scientific Atlanta,                   635,800.07
                    Inc.

                    Attenuators,          Conditional     Financing Agreement with Transfer
NET CAMPINAS        Equalizers,           Sale            of Loan in Foreign Currency - BONY
                    Amplifiers and                        signed with UNIBANCO - Uniao de
                    Carcass for                           Bancos Brasileiros S/A., filed with
                    Amplifiers, year of                   the 1st Registry of Deeds and
                    manufacture 1998,                     Documents of Campinas - SP,
                    Manufacturer:                         microfilm No. 283303, value: US$
                    Scientific Atlanta,                   342,868.14
                    Inc.
</TABLE>

IV. NONPARTICIPATING DEBT, AS DEFINED IN THE INTERCREDITOR AGREEMENT:



<PAGE>

                                                            SCHEDULE 9 TO THE
                                                            SHARE PLEDGE
                                                            AGREEMENT WITH  AN
                                                            AMICABLE SALE CLAUSE
                                                            AND OTHER COVENANTS



                                TERM OF ADHESION

This Term of Adhesion, dated [ ] (the "TERM"), is entered into by and between
the parties below (the "PARTIES"):

      (a) NET SERVICOS DE COMUNICACAO S.A., a joint-stock company with its
headquarters in the City and State of Sao Paulo, at Rua Verbo Divino, 1356,
Chacara Santo Antonio, enrolled in the National Register of Legal Entities
(C.N.P.J.) under No. 00.108.786/0001-65 (the "COMPANY"), herein represented
pursuant to its Bylaws by its officers, Messrs. [ ] and [ ];

      (b) The Company's subsidiaries listed on "Schedule A" to this Term (the
"SUBSIDIARIES" and collectively with the Company, the "NET GROUP"), herein
represented by the Company;

      (c) Banco ITAU S.A., a financial institution with its headquarters in the
City and State of Sao Paulo, at Praca Alfredo Egydio Souza Aranha, 100, Torre
Itausa, enrolled in the National Register of Legal Entities (C.N.P.J.) under No.
60.701.190/0001-04, in the capacity of collateral agent (the "COLLATERAL
AGENT"), herein represented pursuant to its Bylaws;

<PAGE>


      (d) Each of the financial institutions listed and identified on "Schedule
B" to this Term (the "Creditors"), herein represented by the Collateral Agent;
and

      (e) [ ], a financial institution with its headquarters in the City of [ ],
State of [ ], at [ ], enrolled in the National Register of Legal Entities
(C.N.P.J.) under No. [ ] (the "JOINING CREDITOR"),

WHEREAS:

(a) The Company, the Subsidiaries mentioned in each of the agreements listed
below, the Collateral Agent, on its own behalf and on behalf of the creditors
mentioned in the agreements below, and the Creditors, as applicable, have
executed the following agreements:

      (i) The Intercreditor Agreement, dated [ ];

      (ii) The Receivables Pledge Agreement with an Enforcement Clause, dated
      [ ], referring to the receivables and credit rights of Net Sao Paulo Ltda.
      and the Receivables Pledge Agreement with an Enforcement Clause dated [ ],
      referring to the receivables and credit rights of Net Rio S.A.
      ("RECEIVABLES PLEDGE AGREEMENTS");

      (iii) The Share Pledge Agreement with an Amicable Sale Clause and Other
      Covenants, dated [ ] ("SHARE PLEDGE AGREEMENT");

      (iv) The Quota Pledge Agreement with an Amicable Sale Clause and Other
      Covenants, dated [ ] ("QUOTA PLEDGE AGREEMENT"); and

      (v) The Asset Pledge Agreement with an Amicable Sale Clause and Other

<PAGE>


      Covenants, dated [ ] ("ASSET PLEDGE AGREEMENT", collectively with the
      Receivables Pledge Agreements, the Share Pledge Agreement, the Quota
      Pledge Agreement and the Intercreditor Agreement, the "PLEDGE DOCUMENTS");

(b) The Pledge Documents allow for the adhesion of new creditors of the Net
Group, subject to the rules and restrictions of the Debt Instruments (as defined
in the Pledge Documents);

(c) On [ ], the Joining Creditor entered into with [ ](1), the [loan agreement]
(the "NEW DEBT INSTRUMENT")

(d) The Joining Creditor wishes to adhere to the Pledge Documents, in order to
share with the Creditors the guarantees granted by the Net Group by means of the
Pledge Documents, subject to all the terms and conditions set out therein, to
the effect that the Pledge Documents also secure the obligations of the NET
Companies ensuing from the New Debt Instrument; and

(e) The Net Group represents and warrants that this adhesion of the Joining
Creditor is made strictly in accordance with the terms and conditions of the
Debt Instruments (as defined in the Pledge Documents) and of the Pledge
Documents.

NOW THEREFORE, the Parties resolve to enter into this Term, which shall be
governed by the following terms and conditions:

1. - Upon execution of this Term, the Joining Creditor declares to be totally
aware of each of the Pledge Documents, to which it hereby adheres without any
restrictions, and irrevocably and irreversibly undertakes to comply with all the
terms, conditions and obligations established therein. Accordingly, the Pledge
Documents will also secure the


<PAGE>


obligations assumed by the NET Companies as a result of the New Credit
Instrument.

2. - For all purposes and effects of the Pledge Documents, the Joining Creditor
shall have the same rights and obligations as the other Creditors under the
Pledge Documents without any reservations and/or limitations except those
expressly set forth in the Intercreditor Agreement (except as expressly set
forth in the Intercreditor Agreement).

3. - As an essential condition for the transactions contemplated in this Term,
the Pledge Documents, the Debt Instruments and in accordance with Article 684 of
the Brazilian Civil Code, the Joining Creditor hereby irrevocably and
irreversibly appoints and constitutes the Collateral Agent, as further
identified in the preamble of this Term, as its attorney-in-fact to take any and
all of the following measures, acting on behalf of the Joining Creditor:

      (a) to take any actions on behalf of the Joining Creditor, as Collateral
Agent, and to exercise such powers and decisions under the Pledge Documents as
are delegated to it by this Term and the Pledge Documents, as well as to
exercise all other powers and decisions required for the full compliance with
this instrument, subject to applicable law;

      (b) to act as its attorney-in-fact with any and all powers required for
the exercise of the rights relating to the Collateral in connection with which
any lien is or may be created, as defined in the relevant Debt Instrument,
including the power to dispose of the Collateral according to the provisions of
the Pledge Agreements, and to represent the Creditors before the National
Telecommunications Agency - Anatel, the Administrative Council for Economic
Defense - CADE and any Registries of Deeds and Documents, Real Estate Registries
and Boards of Trade.

      (c) to act as its attorney-in-fact with any and all powers required for
the exercise of its rights ensuing from this Term or the Pledge Documents,
including the necessary

----------
(1) INCLUDE NAME OF THE NET COMPANIES THAT ARE PARTIES TO THE NEW CREDIT
INSTRUMENT.


<PAGE>


powers to allow the Collateral Agent to retain attorneys to represent the
Joining Creditor before any court, tribunal or arbitration court, it being
certain and agreed that the Joining Creditor hereby expressly authorizes the
Collateral Agent to grant to such attorneys any and all ad judicia et extra
powers that shall be required under the applicable legislation to assure the
representation of the Joining Creditors' interests before any court, tribunal or
arbitration court;

      (d) to act as attorney-in-fact for the purpose of receiving any judicial
or extrajudicial notice addressed to the Joining Creditor, or any summons and
service of process; and

      (e) to act as attorney-in-fact with any and all powers required for the
purpose of executing, delivering and, to the extent necessary, registering (i)
any Term of Adhesion according to the terms and conditions of this Term and the
Pledge Agreements, and (ii) any document, notice, waiver, declaration of
compliance, instrument of release, amendment, discharge and/or release of
guarantees and, if necessary, release of any liens on the Collateral, according
to the terms and conditions set out in this Term and the Transaction Documents.

4. - This Term of Adhesion shall be deemed to be an integral part of the
Intercreditor Agreement and of the other Pledge Documents on the date that this
Term of Adhesion is filed with the Registries of Deeds and Documents and with
the Real Estate Registration Offices. In order for the Term of Adhesion to be
effective and be considered as an integral part of the Intercreditor Agreement
and of the Pledge Agreements, the Joining Creditor shall register it at the
competent Registry of Deeds and Documents and Real Estate Registry and shall,
within at most 5 (five) business days of the date of said registration, send
certified copies evidencing such registration to the Collateral Agent and Net
Servicos.

5. - This Term shall be signed in the same number of counterparts as each of the
Pledge Documents.
<PAGE>



5.1. - Upon execution of this Term, the Parties expressly agree that each of the
Pledge Documents was automatically amended to reflect the adhesion of the
Joining Creditor and the New Debt Instrument. For such purpose, the Parties
agree that the exhibits of each of the Pledge Documents listed below is hereby
supplemented by the documents attached hereto, as indicated below:

      (a) "Schedule 2" to the Intercreditor Agreement, "Schedule 2" to the Asset
Pledge Agreement, "Schedule 2" to the Share Pledge Agreement, "Schedule 2" to
the Quota Pledge Agreement and "Schedule 2" to the Receivables Pledge Agreements
are supplemented by "Schedule 2" to this Term;

      (b) "Schedule 3" to the Intercreditor Agreement, "Schedule 3" to the Asset
Pledge Agreement, "Schedule 3" to the Share Pledge Agreement, "Schedule 3" to
the Quota Pledge Agreement and "Schedule 3" to the Receivables Pledge Agreements
are supplemented by "Schedule 3" to this Term; and

      (c) "Schedule 6" to the Asset Pledge Agreement, "Schedule 6" to the Share
Pledge Agreement, "Schedule 6" to the Quota Pledge Agreement and "Schedule 6" to
the Receivables Pledge Agreements are supplemented by "Schedule 6" to this Term;

6. - As of the respective registrations of this Term, the new schedules listed
in Clause 5.1 above shall be automatically considered as an integral part of
each of the Pledge Documents, and: (i) the New Debt Instrument shall be deemed,
for all purposes, the Debt Instrument, as defined in the Pledge Documents, (ii)
the Joining Creditor shall be considered, for all due purposes, as the Creditor,
as defined in the Pledge Documents, and (iii) the Collateral Agent shall
consider the credit of the Joining Creditor referring to the New Debt Instrument
for all purposes and effects of the Intercreditor Agreement.

7. - This Term of Adhesion shall not be deemed a novation of any of the terms
and
<PAGE>



conditions of the Pledge Documents.

IN WITNESS WHEREOF, the Parties - binding themselves and their successors - sign
this Term in the presence of 2 (two) undersigned witnesses.

                           Sao Paulo, [ ]

                                      NET SERVICOS DE COMUNICACAO S.A.

                                      ------------------------------------------
                                      Name:                Name:

                                      Title:               Title:


                                      BANCO ITAU S.A.

                                      ------------------------------------------
                                      Name:                Name:

                                      Title:               Title:

Witnesses:

1. - ____________________________

     Name:

     Identity Card (RG):

2. - ____________________________

     Name:
     Identity Card (RG):
<PAGE>

                                                        SCHEDULE 10 TO THE SHARE
                                                        PLEDGE AGREEMENT WITH AN
                                                        AMICABLE SALE CLAUSE AND
                                                                 OTHER COVENANTS

                           LIST OF INTERVENING PARTIES

CABODINAMICA TV CABO SAO PAULO S.A., a Brazilian joint-stock company with its
headquarters in the City of Sao Paulo, State of Sao Paulo, at Rua Verbo Divino,
1.356, Chacara Santo Antonio, enrolled in C.N.P.J. under No. 65.516.254/0001-02,
herein represented pursuant to its Bylaws;

CMA PARTICIPACOES S.A., a Brazilian joint-stock company with its headquarters in
the City of Sao Paulo, State of Sao Paulo, at Rua Verbo Divino, 1.356, Chacara
Santo Antonio, enrolled in C.N.P.J. under No. 31.959.356/0001-80, herein
represented pursuant to its Bylaws;

DABNY, L.L.C., a limited liability company organized and existing under the
laws of Delaware, with its headquarters at c/o The Corporation Trust Company,
Corporation Trust Centre, 1209 Orange Street, Wilmington, New Castle County,
Delaware, 19801, herein represented according to its Limited Liability Company
Agreement dated January 13, 1995 (as amended, supplemented or modified from time
to time);

JONQUIL VENTURES LIMITED, an international business company duly organized and
existing under the laws of the British Virgin Islands, with its headquarters at
Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands,
herein represented pursuant to its Memorandum and Articles of Association;

MULTICANAL TELECOMUNICACOES S.A., a company with its headquarters in the City of
Sao Paulo, State of Sao Paulo, at Rua Verbo Divino n(degrees)1356 - 1st floor -
part, CEP 04719-002, Chacara Santo Antonio, enrolled in C.N.P.J. under No.
31.963.481/0001-64, herein represented pursuant to its Bylaws;

NET RIO S.A., a Brazilian joint-stock company with its headquarters in the City
of Rio de Janeiro, State of Rio de Janeiro, at Rua Vilhena de Moraes, 380, Block
02, Room 201, 3rd floor, Barra da Tijuca, enrolled in C.N.P.J. under No.
<PAGE>


28.029.775/0001-09, herein represented pursuant to its Bylaws;

TV VIDEO CABO DE BELO HORIZONTE S.A., a Brazilian joint-stock company with its
headquarters in the City of Belo Horizonte, State of Minas Gerais, at Avenida
Renascenca, 505, enrolled in C.N.P.J. under No. 64.195.522/0001-79, herein
represented pursuant to its Bylaws;

NET SAO CARLOS S.A., a company with its headquarters in the City of Sao Carlos,
State of Sao Paulo, at Avenida Dr. Carlos Botelho, 1.986, enrolled in C.N.P.J.
under No. 57.724.759/0001-34, herein represented pursuant to its Bylaws;

NET RIBEIRAO PRETO S.A., a company with its headquarters in the City of Ribeirao
Preto, State of Sao Paulo, at Avenida Nove de Julho, 1.266, enrolled in C.N.P.J.
under No. 64.807.456/0001-40, herein represented pursuant to its Bylaws;

<PAGE>

                                                        SCHEDULE 11 TO THE SHARE
                                                        PLEDGE AGREEMENT WITH AN
                                                        AMICABLE SALE CLAUSE AND
                                                                 OTHER COVENANTS

      LIST OF JOINT-STOCK COMPANIES THAT WILL BE THE SUBJECT MATTER OF THE
                RESTRUCTURING TO BE CARRIED OUT BY NET SERVICOS

Cabodinamica TV Cabo Sao Paulo S.A.

CMA Participacoes S.A.

Multicanal Telecomunicacoes S.A.

TV Video Cabo de Belo Horizonte S.A.

Net Sao Carlos S.A.

Net Ribeirao Preto S.A.

Dabny, L.L.C.

Jonquil Ventures Limited

Net Rio S.A.