Table of Contents **Exhibit 4.9**
 MEMORANDUM OF AGREEMENT  Through this act under private signature, on the one handTELEMAR NORTE LESTES/A with corporateheadquarters in the city of Rio de Janeiro, State of Rio de Janeiro at Rua General Polidoro No. 99, Botafogo,CEP 22280-001, registered under CNPJ/MF No. 33.000.118/0001-79;TNL PCS S.A.with corporate headquarters in the city of Rio de Janeiro, State of Rio de Janeiro at Rua Jangadeiros no. 48, Ipanema, CEP22420-010, registered under CNPJ/MF no. 04.164.616/0001-59;BRASIL TELECOM S/Awith corporate headquarters in the city of Rio de Janeiro, State of Rio de Janeiro at Rua General Polidoro no. 99, 5thfloor, Botafogo, CEP 22.280-001, registered under CNPJ/MF no. 76.535.764/0001-43;14 BRASILTELECOM CELULAR S/Awith corporate headquarters in the city of Brasília (DF) at SIA Sul, ASP, Lote "D", Bloco "B" – Ground floorregistered under CNPJ/MF no. 05.423.963/0001-11,herein simply designated as"Oi" and represented in the form of its Articles of Incorporation/By-laws.and on the other hand,CONTAX S/Awith corporate headquarters in the cityof Rio de Janeiro, State of Rio de Janeiro at Rua do Passeio, 48-56, CEP 20021-290,registered under CNPJ/MF no. 02.757.614/0001-48,herein simply designated as"Contax"and represented in the form of its Articles of Incorporation/By-laws, each being referred to singly as "Party" or jointlyas "Parties". Considerations: (i).ThePartieshave a "Contact Center" service contract signed onNovember 30, 2004 along with other contracts that are not the object of thisMemorandum. (ii).ThePartiesare negotiating a new contract to provide services in adefinitivemanner by regulatingthe operations listed in Annex Ito this Instrument ("Definitive Contract"). (iii).ThePartieshave not reached a consensus in relation to all the terms of theDefinitive Contract,but now wish to establish general previous conditions to be applicable to giving and receiving the operations listed in Annex I of this Instrument. (iv).Contaxis fully aware that the telecommunications service provided byOiby means of a concession given by ANATEL is a service provided under public law regime of a collective interest,and that the provision of "Contact Center" services is essential for thecontinuity of delivering services in the public regime byOi. ThePartiesdecide by mutual agreement to sign this Memorandum of Agreement, hereinafter referred to as "Memorandum" which is governed by the following terms and conditions: CLAUSE 1 - OBJECT **** Page 1of 11


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1.1. The object of this Memorandum is to establish basic principles andgeneralconditionsapplicable to the services listed in Annex I provided byContaxforOi, which should be observed by the Parties until the conclusion of theDefinitive Contract.

1.2. Despite the deadline to begin production of effects of thisMemorandumas provided inclause 3.1 below, thePartiesagree to, immediately after the signing of thisMemorandumand at the most up to 120(onehundred and twenty) days automatically renewable forequal periods of 120 (one hundred and twenty) days until the maximum period of 1 (one) year, according to the term ofMemorandum,draw up and sign theDefinitive Contract, which shall reflect allterms and conditions agreed in thisMemorandum.

1.3. ThePartiesagree that all the other operations not stated inAnnexIto thisMemorandumremain regulated, for all purposes of law, by the contract signed between thePartieson November 30, 2004, which remain valid and effective for these other operations.

1.3.1 It is certain and agreed that until the conclusion of theDefinitive Contract, theconditionsprovidedin the Contract signed between thePartieson November 30, 2004, not conflictingwith those listed in thisMemorandum, shall be valid and effective for operations stated in AnnexI to thisMemorandum.

CLAUSE TWO - ANNEXES

2.1. The following Annexes are an integral and inseparable part of thisMemorandum,as if it were fully transcribed herein, and thePartiesare fully aware of their content:



(a) Annex I- Services under this Memorandum

(b) Annex II- Commercial Terms and Conditions

(c) Annex III- SLA and Quality Indicators

(d) Annex IV- Governance of Technological Infrastructure

(e) Annex V- Governance of Projects, Demands, and Training

(f) Annex VI- Services for Integration of Busbars

(g) Annex VII -Glossary - Terms and Abbreviations used in thisMemorandum



2.2. In the case of doubts or discrepancies between the Annexes, the latest version available shall always prevail;and in case of doubts or differences between any of the Annexes and theMemorandum, what is stated in theMemorandumshall prevail.

CLAUSE THREE - VALIDITY

3.1.ThisMemorandumshall enter into force upon signature and shall have effect for a period of 120 (one hundred and twenty) days from January 1, 2011, automatically renewable for equal periods of 120 (one hundred and twenty) days until the maximum term of 1 (one) year or until the signing of theDefinitive Contract, whichever occurs first, at which time its term shallend.ThePartiesmay adjust the extension of the term by prior arrangement in writing.



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3.2. ThePartiesacknowledge and agree that all commercial terms and conditions of thisMemorandum, including the SLAs and Quality Indicators set out inAnnex IIandAnnex III, should be maintained and will be an integral part of theDefinitive Contractto be signed between thePartieswithin 120 (one hundred twenty) days, as stipulated in clause 3.1 above. 3.3.Despite the beginning of the term of thisMemorandumupon its signing, it will only be effective and take effect within the deadlines set forth herein upon approval of thisMemorandumby the competent corporate bodies. 3.4. In the cases of termination of thisMemorandum, whether due to the term ending, termination under the terms of item 7.1, accusation, not approval by the competent corporate bodies under the terms of item 3.3 above, or any other reason, thePartiesagree that the services will again be provided and governed, for all purposes of law, under the contract signed between the Parties on November 30, 2004 and its respective additives, without affecting the terms of item 7.2 below, so as not to impact the services provided byOito its end customers. CLAUSE FOUR - SPECIFIC PROVISIONS 4.1. ThePartiesalso agree on what follows below: 4.1.1. Bring together to the market an RFP (Request for Proposal) for contracting the network andplatform elements for a call center usingIP technology(project entitled "IPCC"), and the responsibility being shared between thePartiesfor evaluating the technical and commercial proposals.However,Contaxis who shall pay for the investment and is therefore the owner of such assets andultimately responsible for them. 4.1 1.1.Contaxshall ensure that its contracts with the suppliers for the IPCC projectdo not contain a clause allowing the assignment of contractual instruments toOi without costs. 4.1.2. The following elements shall be a part of the front-end service: (i).Contaxshall be responsible for defining the front-end customer service solution that it wants to use. (ii).Oishall provide access to the customer service systems and to the existing services list forintegration. (iii).The front-end cannot have exclusive functionality, rules, and business processes. (iv).The front-end cannot store data (metrics, transactional data, trouble tickets, etc.) thatis not replicated inOi's architecture of systems. (v).Oishall have unrestricted access to all the information generatedby the front-end.  Page 3of 11


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(vi).The processes, business rules, and customer experience are defined byOiand deployed in its customer service systems. (vii).Contaxshould adapt to the flow of creating new products and services now available inOi'scorporate architecture (releases, change management, post-production support, monitoring,etc. (viii).Oi's customer service systems remain operational to be used without the front-end.Oi's customer service systems should continue allowing the use by any otherCall Center. 4.1.3 The existing assets of theARU(Audio Response Unit), which are Oi's responsibility, shall becomethe responsibility and ownership ofContaxunder the terms to be negotiated between thePartiesat the signing of theDefinitive Contract. 4.1.3.1. It is hereby agreed between thePartiesthat the value of such assets will be subject to evaluation by aspecialist company agreed betweenOi and Contax. 4.1.3.2. The costs with the changes in the technologies of VOICE ARU to DTMF - Dual-ToneMulti-Frequencyfor the products Oi Fixo, Oi Velox to Oi Móvel Pós-pago to 3G, as well as theadditional costs of increase of derivation to human service, limited to R$13,500,000.00 (thirteen million five hundred thousand reais) in 12 (twelve) months after deployment scheduled for March 31, 2011 shall be fully and immediately assumed byContaxregardless of thePartieshave already closed the conditions mentioned in item 4.1.3 above and the conclusion of theDefinitive Contract. 4.1.4. The deployment and maintenance of database remains the responsibility of theContaxalong with an interface for thedirect access by applications SQL - "Structured Query Language" or BI - "Business Information" with details of each contact made by customers in electronic services - ARU and Human, with the primary key that allows identification of the following variables: (i).Telephone identified at contact  and telephone for which service is being requested, bothmarked with DDD - Direct Long-Distance Dialing. (ii).Date and time of contact in each of the stages done. (iii).Identification of the routes where the call was connected at each stage by codes of vectors,VDNs -''Vector Direct Number" and skills (or similar). (iv).Flags indicating each customer service point (including pauses, transfers,and dropouts). (v).Enrollment (login) of agents for each stage of the customer service. (vi).Marking the ARU port in the case of electronic customer service.  Page 4of 11


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(vii).Indication of the site and ACD - Automatic Call Distributor used or the supply of atablethat permits identification by means of VDNs (or skills). (viii).Ability to monitor the same contact even if the call has been transferred to anotherACD. (ix). Capacity to handle the exact numbers of the ATT regulatory indicators (STFC - Fixed Switched Telephone Service) and SMP4 (SMP - Private Mobile Service) that are related tomeasuring the service level. (x). This summarized specification refers to Avaya's product ECH - "External Call History" and if theprovider of the platform technology is changed, then a similar product should be contracted. 4.1.5. The complementary assets that are part of the existing customer service solutions such as CITRIX (licenses andequipment of the metaframe/terminal server solution, as well as theCallRecordingSystem(CRS) assets, which all belong toOi, shall become the responsibility and ownershipofContaxunder the terms to be negotiated between thePartiesat the signing of theDefinitiveContract.  4.1.5.1. If new assets are required for providing the services object of theDefinitiveContractbeyond those outlined in item 4.1.5 above, these shall be the exclusiveresponsibility ofContax, not implying, however, any change in the value of the VA. 4.1.6. ThePartiesagree thatContaxshould implement the Quality Survey using ARUfor100% of online customer service operations, object of thisMemorandum,within 120 daysafterits signature, despite the deadline to begin the production of theMemorandum's effects as stated in clause 3.1 above. After 3 months of deploying the solution in each operation, the percentage of calls received by the ARU survey should be 95% of calls answeredby this operation. 4.1.6.1. The contents of the Quality Survey mentioned above, whose main objective is to measure the levelofcustomer satisfaction byOi's customers regarding the Call Center's services, shall be passed on byOitoContaxin accordance with good market practices, where the latter shall be responsible forimplementing this survey in the ARU in the frequency to be determined byOiwithout anylimitation as stated in the SLA deployment to be defined by the Parties in the Final Contract. 4.1.7. It shall also be agreed between thePartiesthat the training costs, whether in new operations,modified operations (change in the original scope), or due to migrations are included in the calculation of VA, andContaxshall not be able to chargeOiany amount related to training, while still keeping to what isstated in Annex V, item 1.1regarding project categories type A and C, as long as the latter has been included in the VA.  Page 5of 11


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4.1.8.Oishall be entitled at any time to the unrestricted access to any operational information regardingthe services that are the subject matter hereof, including the performance of the customer serviceoperationsor equipment used. 4.1.9.Contaxshall be entitled at any time to unrestricted access to any information regarding the numberofOisubscribers, which shall be used to determine the VA ("value by access") for invoicing. CLAUSE FIVE - EXCLUSIVITY IN THE PROVISION OF SERVICES 5.1. The Parties agree that there shall be no exclusivity in the provision of services byContaxbecoming the solediscretion ofOithe contracting of other companies to provide the same services listed inAnnex Ibeginning January 2012. These contracts, however, may not exceed 10% ofContax's annual revenuesin relation to the operations specified inAnnex E. CLAUSE SIX - CONFIDENTIALITY 6.1. ThePartiesshall mutually exchange the information they have available and that are necessary to carry out this agreement. 6.2. EachPartyagrees, for itself, its employees, and associates, not to communicate or in any way reveal to third-parties information that is designated as confidential, or so commonly considered, that is received from onePartyto another either in printed, digital, verbal form or otherwise, on the occasion of this agreement. 6.3. ThePartiesagree to the following items for themselves and their representatives(i.e. directors, officers, employees, technical, commercial, and financial consultants, lawyers, accountants, and agents): (i). Maintain confidentiality on all information from the otherPartythat is not public knowledge at the present date ("Confidential Information"), not transmitting or disclosing any Confidential Information to third parties. (ii). Not discuss Confidential Information with third parties, neither use, disclose, reveal, or make it available, taking all necessary safeguards and precautions to prevent its unauthorized use for any reason by anyone they have access to.and (iii). Not use the Confidential Information for any purpose related to those contemplated herein, and not disclose or announce any information about negotiations between thePartiesand the consenting parties.  6.4. The obligations of confidentiality referred to in item 6.3 above shall notapply to the receiving partyin the following cases:  Page 6of 11


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(i).The disclosure of the information has been authorized in writing by the party that it belongs. and (ii).In the case of the receiving party or its representatives being obligated to disclose any Confidential Information due to law or court or administrative order, the receiving party shall immediately notify the party that owns the information, in writing, in order to give them the opportunity to oppose the disclosure. 6.5. ThePartiesdeclare irrevocably that they shall use the data and information obtained for the purpose of carrying out thisMemorandumand the SLAs and Quality Indicators, solely for the purposes set forth in this Memorandum and the services it stipulates. 6.6. While thisMemorandumis in effect and up to the period of 2 (two) years from the date of its termination, thePartiesagree to treat as confidential the information that to them is mutually communicated in the context of this Memorandum, including SLAs, Quality Indicators, except for Confidential Information of a perennial character, which should be treated as such as long as its status as Confidential continues. CLAUSE SEVEN - EXTINCTION 7.1.Under the provisions of item 3.4, thisMemorandummay be terminated byOiby previously contactingContaxat least 30 (thirty) days before without the latter having right to claim, compensation, or damages of any nature or for any reason in the following cases: (i).Total or partial suspensionof services mandated by the competent authority in the face of acts or omission attributable toContax. (ii).Contaxnot reach the minimum IGQ score (General Index of Customer Service Quality)as established in the Quality SLA of Annex Ill for a period of 6 (six) consecutive months or 8 (eight)non-consecutive months for a period of 1 (one) year in any 3 (three) operations of item 1 ofAnnex I. (iii).Partial or total failure byContaxof any clause or condition of this Memorandum and its Annexes that is not remedied within 30 (thirty) days from receipt of notice of default. (iv).If theDefinitive Contractis not signed within the period specified in item 1.2 above. 7.2. In any event described in item 7.1 above, the assets object of the RFP described in clause 4.1.1above shall pass over to Oi's ownership, excluding the specific assets to be used by the operators in thePosition of Customer Service (computer, phone equipment, and accessories) andOishall payContaxthevalue defined in the books considering depreciation.  Page 7of 11


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7.3.Contax is obligated in the event of termination of the concession to provide Oi's Commuted Fixed Telephone Service (CFTS) to maintain the Definitive Contract and subrogate to ANATEL the rights and obligations thereunder and agrees beforehand that ANATEL may subrogate them to third parties. 7.4.Contax cannot encumber the object of the Memorandum and the Definitive Contract, but the fiduciary transfer is permitted under the terms of § 3 of article 66-B of Law no. 4728 of 07/14/65 of credit rights that it has from the Memorandum or Definitive Contract in favor of Banco Nacional de Desenvolvimento Economico e Social - BNDES (National Economic and Social Development Bank) in lending operations. Paragraph 1 - If the object contracted is encumbered by court order,Contaxshall promptly inform the court about the condition of an indispensable asset for the continuity of providing services to the public system. Paragraph 2 - If the object contracted is encumbered by court order, Contax shall notifyOiand ANATEL within 10 (ten) days of the judicial notification the actions taken. Paragraph 3 - If the object contracted is encumbered by court order,Contaxshall notifyOiand ANATEL within 10 (ten) days from the date of its confirmation, the replacement of the asset. CLAUSE EIGHT - ASSIGNMENT OR SUBCONTRACTING 8.1 NeitherPartymay assign or transfer all or part of the rights and/or obligations under thisMemorandumwithout the prior consent in writing from the otherParty.This limitation does not apply to assignments and/or subrogations arising from corporate reorganization of theParties.In case of corporate reorganization, thePartyshall notify the other in up to 5 (five) days from the reorganization informing the changes that occurred. 8.2CONTAXmay subcontract companies that are part of its economic conglomerate, its direct and indirect controlled companies, or those arising from or participating in corporate reorganization, including but not limited to split, merger, or acquisition that does not harm the execution of the object of thisMemorandum, which can invoiceOidirectly. In any case of subcontracting,CONTAXshall remain solely and exclusively responsible for the obligations under thisMemorandumand of theDefinitive Contract.  8.2.1CONTAXshould send to Oia formal document with a list of the companies subcontracted that provide services as the object of thisMemorandum, and indicating direct invoicing or not. CLAUSE NINE - NOVATION Tolerance, abstention, or omission by any one of thePartiesregarding the exercise of rights and/or powers provided by law or by this Memorandum shall not constitute as a waiving of those rights and/or faculties, nor shall it prevent them from being required and performed at any time regardless of anycommunication or notification.  Page 8of 11


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CLAUSE TEN - OPERATING COMMITTEE 10.1.Any dispute arising from this Memorandum and from the Definitive Contract shall first be the object to attempt an amicable settlement between the Parties through their managers involved in the day-to-day operations. 10.1.1.The manager responsible for the dissatisfied Party shall expose the controversy in writing to the manager of the other Party. 10.1.2.If the controversy is not resolved within 20 (twenty) working days, or within another period agreed by the Parties, the matter shall be immediately referred in writing to the Operating Committee set up. 10.2.Failing to reach an agreement, thePartiesdecide at the outset to establish anOperating Committee, which shall also be provided in theDefinitive Contract.This Committee shall be the decision-maker regarding the items that were not resolved by such managers, meaning that it shall be used for making important decisions that require the intervention/decision of this instance. 10.3. TheOperating Committeewill meet monthly and shall be made up of leaders (Level 3 Directors) freely appointed by each Party. 10.4. In addition to any disputes to be resolved in theOperating Committee,it shall also considered: (i)Presentation byContaxof the operational results in the new model contracted. (ii)Discussion of any non-application of penalties by adjusting the IGQ-A result indicatorsif it did not reach its target exclusively because ofOi, limited tosituations such as: a.Change of network technology systems orOisystems that directly impact the customer service's TMA,which should be measured and checked. b.Changes in customer service due to demands from regulators, DPDC, or any other regulatory, judicial, or legislative body. c.Significant change in the level of Anatel indicators of repair and account, SMP2, SMP11,FCL2 and FCL4 to justify the impact on customer service compared with the historical resultand not less than 25% of change. d.Approval of changes related to the electronic customer service strategy that impactthe customer experience withOi. (iii) Any other matter of interest to the Parties. 10.5. If the dispute is not resolved within 30 (thirty) working days of its submission to the Operating Committee set up, or another period agreed by them, the Parties shall refer the dispute in writing to the ExecutiveCommittee.  Page 9of 11


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CLAUSE ELEVEN - EXECUTIVE COMMITTEE 11.1.ThePartiesagree at the outset to establish anExecutive Committee, which should also be provided in the Definitive Contract.This Executive Committee shall be the highest decision-making instance regarding the items that were not resolved in theOperating Committee, or will be used for making important decisions that require the intervention/decision of this instance, besides monitoring the results from the operations in the new model contracted. 11.2. TheExecutive Committeewill meet every other month and shall be made up of leaders (N2 Executive Directors) freely appointed by each Party. CLAUSE TWELVE - GENERAL PROVISIONS 12.1.The Parties hereby expressly agree that the Memorandum herein decided upon shall be at no charge, and no damages, compensation, or payments of any kind shall be due to either Party in any way whatsoever and under any circumstances. 12.2. It is understood that thePartiesshall in no event act in violation of the law and with the generally accepted principles of business as a result of thisMemorandum. 12.3. 10.3 EachPartydeclares and pledges to the other that it has the authorization and power necessary to enter into and carry out thisMemorandumexcept the need to approve thisMemorandumby the corporate bodies of Telemar Norte Leste S.A., Contax S.A., and TNL PCS S.A. 12.4. ThisMemorandummay be amended or supplemented at any time by written additional agreements as thePartiesmay consider this necessary.The validity of the modification or addition depends upon the specific written instrument, duly signed by authorized representatives of theParties. 12.5. ThisMemorandumis signed by the Partiesconsidering the set of all its clauses, terms, and obligations so that if for any reason any clause, sub-clause, or provision of thisMemorandumis considered void, invalid, or unenforceable, it is expressly established that with respect to the other provisions, they shall remain in full force and effect, and the Parties shall carry out negotiations in order to replace the invalid and unenforceable provision with one that will achieve the purpose and effects previously expected and desired. 12.6. ThisMemorandumcommits thePartiesand their successors for any reason. 12.7.ThePartiesshall take all reasonable steps in their power to facilitateexecution by the other **Party**of its future contractual obligations.  Page10 of 11


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12.8.The obligations under this contract are subject to specific execution under applicable Brazilian legislation without prejudice to any other remedy provided herein or by law. 12.9.Independent of the obligation of thePartiesto carry out thisMemorandumand/or theDefinitive Contract, it is exclusivelyOi's responsibility to dictate the processes and rules of its business, to whichContaxshall adapt to and meet the deadline agreed (or to be agreed) between theParties. 12.10. It will be up to Contax to elaborate the strategy for its electronic customer service. This strategy can only be implemented ifOigives its prior and written consent through one of its managers that it appoints.  CLAUSE THIRTEEN - FORUM  The court elected shall be the Central Court of the city of Rio de Janeiro/RJ as competent to resolve all issues arising from thisMemorandumand its execution, with the exclusion of any other, as privileged as it may be. Having agreed and mutually entered into this contract, thePartiessign this Memorandum in 2 (two) identical copies, for a single effect in the presence of the two witnesses below. Rio de Janeiro - December 10, 2010.  Name: Maxim Medvedovsky Position: Customer Relations Director  Name: Abel Amaral Camargo Júnior Position: Customer Service Director  Name: Eduardo Noronha Position: Chief Operating Officer  Name: Michel Sarkis Position: Chief Financial Officer  Witnesses:  Name: Rosangela S. Duarte Collares CPF: 645,509,901-04  Name: Gustavo Peres Panzetti CPF: 169,470,048-88  Page11 of 11


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