EXHIBIT 4.5

           AUTHORIZATION AGREEMENT PVCP/SPV NUMBER 006/2003 - ANATEL

AUTHORIZATION  TERM FOR PERSONAL MOBILE SERVICE CELEBRATED BETWEEN THE BRAZILIAN
TELECOMMUNICATIONS AGENCY - ANATEL - AND TELERON CELULAR S.A.

Using the  present  Authorization  Term on the one side THE  BRAZILIAN  NATIONAL
TELECOMMUNICATIONS  AGENCY - ANATEL - henceforward  referred to as ANATEL, which
is an entity of the federal  government in  compliance  with Federal Law 9472 of
July  16,  1997,  the  "General  Telecommunications  Law",  registered  with the
Brazilian  Tax  Roll  under  number  (CGC/MF)   02.030.715/0001-12   and  herein
represented  by the  President  of the Board of  Directors  of ANATEL  Mr.  LUIZ
GUILHERME  SCHYMURA  DE  OLIVEIRA,  in  conjunction  with member of the Board of
Directors JOSE LEITE PEREIRA FILHO,  and on the other side TELERON CELULAR S.A.,
registered with the Brazilian Tax Roll under number (CGC/MF) 02.337.949/0001-07,
herein  represented by its acting  Managing  Director MR. SERGIO ASSENCO TAVARES
DOS SANTOS,  a Brazilian  engineer,  widowed,  General  Registry  number 131.306
SSP/DF and by its Director of  Administration  and Human  Resources Mr.  GETULIO
NERY CARDOSO,  a Brazilian  engineer,  married,  General Registry number 290.486
SSP/DF,   henceforward   referred  to  as  AUTHORIZED,   celebrate  the  present
Authorization  Term  registered with ANATEL under number  53500.000263/2003  and
agree to abide by the following provisions:

                                   CHAPTER I

                 OBJECT, AREA, AND PERIOD OF THE AUTHORIZATION

CLAUSE 1.1 - The  present  Agreement  is the  issuance of the  Authorization  to
exploit the Personal  Mobile Service - PMS - provided  under a private  business
system IN THE GEOGRAPHICAL AREA CONSTITUTED BY THE STATE OF RONDONIA,  IN REGION
II OF THE PGA-SMP.

PARAGRAPH ONE. The Object of this  Authorization  comprises the Personal  Mobile
Services  provided under a private  business  regime,  in conformity with Anatel
regulatory  requirements and  particularly  compliant with the provisions of the
PMS Regulation and of the General Authorization Plan for the PMS.

PARAGRAPH  TWO.  The  authorization  herein  is  issued  based on  article  214,
subsection  V of the  General  Telecommunications  Law and on the  Rule  for the
Adaptation of the Authorization and Concession  Instruments from Cellular Mobile
Service  - CMS  to  Personal  Mobile  Service  - PMS  (NORMA  DE  ADAPTACAO  DOS
INSTRUMENTOS DE CONCESSAO E DE AUTORIZACAO DO SERVICO MOVEL CELULAR - SMC PARA O
SERVICO  MOVEL  PESSOAL - SMP),  approved  by Anatel  Resolution  number 318, of
September 27, 2002 and amended by Anatel  Resolution number 326, of November 28,
2002, henceforward referred to as ADAPTATION RULE, replacing CONCESSION CONTRACT
NO.  015/97-DOTC-SFO-MC,  OF NOVEMBER 4, 1997,  PUBLISHED  IN DIARIO  OFICIAL DA
UNIAO  (BRAZILIAN  FEDERAL  OFFICIAL  GAZETTE) ON NOVEMBER 5 1997,  henceforward
referred to as REPLACED INSTRUMENT.

CLAUSE 1.2 - Personal    Mobile    Service    is    the    terrestrial    mobile
telecommunications  service of collective  interest  which allows  communication
among mobile stations and from mobile stations to other stations,  observing the
terms of the regulations.

CLAUSE 1.3 - The  AUTHORIZEE  has the right to exploit the means  related to the
rendering of the services,  observing the terms of the regulations as well as of
articles 154 and 155 of the General Telecommunications Law.

CLAUSE 1.4 - This  authorization  is in effect  for an  indeterminate  period of
time.

CLAUSE 1.5 - The service shall be exploited with the use, by the AUTHORIZEE,  of
the  subrange  of  radiofrequencies   set  forth  in  the  REPLACED  INSTRUMENT,
designated below:

         Mobile Station Transmission: 824.0 TO 835.0 MHZ / 845.0 TO 846.5 MHZ
         Radiobase Station Transmission: 869.0 TO 880.0 MHZ / 890.0 TO 891.5 MHZ

CLAUSE 1.6 - The right to use the  radiofrequencies  mentioned  in the  previous
clause will be in effect until JULY 21, 2009, which corresponds to the remaining
period. This period can be extended only one single time for 15 (fifteen) years,
and such extension implies payment by the AUTHORIZEE.

<PAGE>

PARAGRAPH ONE. The  radiofrequency  will be used on a primary basis and such use
will be restricted to the respective Service Area.

PARAGRAPH  TWO. The right to use the  radiofrequency  is  conditional  upon it's
efficient and appropriate use.

PARAGRAPH THREE. The sharing of the  radiofrequency may be authorized by Anatel,
provided  that  such  sharing  does not  imply  harmful  interference  or impose
limitations to the rendering of PMS.

CLAUSE 1.7 - The  AUTHORIZEE  shall,  for  the  extension  of the  right  to use
radiofrequencies associated to this Authorization, pay a biennial fee during the
extension  period,  corresponding to 2% (two percent) of its PMS revenues in the
year previous to the payment, net of applicable taxes and social contributions.

PARAGRAPH  ONE.  When  calculating  the amount  referred  to in the head of this
Clause,  the net revenue  considered will be that resulting from the application
of  the  Service,   the  Basic,  and  the  Alternative  plans,   object  of  the
authorization herein.

PARAGRAPH  TWO.  The  percentage  referred to in the head of this clause will be
calculated  relative  to the  revenues,  net of tax  deductions  and  applicable
contributions,  attained  between  January and December of the previous year and
obtained from the financial  statements  prepared  according to basic accounting
principles   approved  by  the  AUTHORIZEE's   Administration   and  audited  by
independent  auditors,  and the  payment  will be due on  April  30 of the  year
following the calculation of the fee.

PARAGRAPH THREE. THE FIRST  INSTALLMENT OF THE FEE WILL BE DUE ON APRIL 30, 2011
AND WILL BE COMPUTED  CONSIDERING  THE NET INCOME  CALCULATED  FROM JANUARY 1 TO
DECEMBER  31, 2010.  THE  SUBSEQUENT  INSTALLMENTS  WILL BE DUE EVERY 24 (TWENTY
FOUR) MONTHS, AND WILL BE CALCULATED BASED ON THE PREVIOUS YEAR'S REVENUES.

PARAGRAPH  FOUR. Any delay in paying this fee will imply in payment of a fine of
0.33% (point  thirty-three  percent) per day of delay,  until a maximum limit of
10% (ten percent),  added to the SELIC  reference fee for federal  bonds,  which
shall be applied to the amount of the debt  considering the total number of days
in which the payment was overdue.

CLAUSE 1.8 - Requirement to extend the right to use  radiofrequencies  should be
forwarded to Anatel within thirty months prior to the original maturity date.

SOLE PARAGRAPH.  The requirement will be refused only if the interested party is
not  making  rational  and  appropriate  use  of  the  radiofrequencies,  if the
interested party has committed repeated infractions in its activities,  or if it
is necessary to alter the destination of the use of the radiofrequency.

                                   CHAPTER II

                            VALUE OF THE REPLACEMENT

CLAUSE 2.1 - The value of the  replacement  of the  REPLACED  INSTRUMENT  by the
AUTHORIZATION TERM herein is R$ 9,000.00 (nine thousand Brazilian reais).

SOLE  PARAGRAPH.   Failure  to  pay  any  pending  installments  resulting  from
commitments   assumed   regarding  the  amounts  owed  for  the   Concession  or
Authorization  of Cellular Mobile Service - CMS, will imply in the forfeiture of
the  Authorization  herein,  regardless of the  application  of other  penalties
established.

                                  CHAPTER III

                   MODE, FORM, AND CONDITIONS OF THE SERVICE

CLAUSE 3.1 - The  AUTHORIZEE is obliged to render the services  which are object
of the Authorization in such a way as to fully meet the obligations  inherent to
the service rendered under a private regime,  observing the criteria,  formulas,
and parameters defined in this Authorization Term.

PARAGRAPH ONE. Default in meeting the obligations  related to the object of this
Authorization  Term will ensue the application of the sanctions set forth herein
and allow temporary suspension by Anatel.  Additionally,  according to the case,
the forfeiture of this  Authorization  will be declared,  as provided by article
number 137 of the General Telecommunications Law.

<PAGE>

CLAUSE 3.2 - The   AUTHORIZEE   will   exploit  the   service   object  of  this
Authorization  at its own account  and risk,  under the regime of broad and fair
competition established in the General  Telecommunications Law, and will be paid
by means of prices changed, as determined by this Authorization Term.

PARAGRAPH ONE. The AUTHORIZEE  will not be entitled to any type of  exclusivity,
or to any assumption of guarantee of financial or economic balance, neither will
it be entitled to claim any right as to the  admission  of new  providers of the
same service.

PARAGRAPH TWO. The AUTHORIZEE  will not have any vested right to the maintenance
of the  conditions in force after the issuance of the present  Authorization  or
the start of activities,  and shall abide by the new conditions  provided by law
and by the applicable regulations.

PARAGRAPH  THREE.  The  rules  shall  grant a  sufficient  amount  of  time  for
compliance with the new conditions.

CLAUSE 3.3 - The   AUTHORIZEE  shall  grant  free  access  to  public  emergency
services, as defined in the regulations.

CLAUSE 3.4 - The  Authorizee  shall  guarantee to its users the free exercise of
their choice of Switched Fixed  Telephone  Services  provider for forwarding the
long-distance  messages,  in  compliance  with  the  provisions  under  the  PMS
regulation, particularly under the Adaptation Rule.

CLAUSE 3.5 - Any alteration in the control of the AUTHORIZEE  will be subject to
control by Anatel for purposes of verification of the obligatory  conditions for
the  issuance and  maintenance  of the  Authorization,  in  compliance  with the
regulations.

SOLE PARAGRAPH. The conditions provided under Paragraph Two of Article 10 of the
General  Concession  Plan  (PLANO  GERAL DE  OUTORGAS  - PGO),  as well as those
established by the General  Authorization  Plan (PLANO GERAL DE AUTORIZACOES) of
the  PMS,  and  under  Article  133 in the  General  Telecommunications  Law are
obligatory conditions for issuance and maintenance of the Authorization.

CLAUSE 3.6 - The transfer of the Authorization  Term will be subject to approval
by Anatel,  as  provided  by  Paragraph  Two under  Article  136 of the  General
Telecommunications Law.

SOLE  PARAGRAPH.  For purposes of  subsection I under  Article 98 of the General
Telecommunications  Law,  the  operating  time of the Cellular  Mobile  Services
during the term of the REPLACED INSTRUMENT will be considered.

CLAUSE 3.7 - The AUTHORIZEE shall freely establish the rates to be practiced for
the  rendering  of PMS and define the  Service  Plans  with  structures,  forms,
criteria, and values that should be reasonable and  non-discriminatory,  but may
vary as to their  technical  characteristics,  their specific  costs,  and other
facilities offered to users, as defined in PMS regulations,  particularly in the
ADAPTATION RULE.

                                   CHAPTER IV

                             THE SCOPE COMMITMENTS

CLAUSE 4.1 - The scope commitments  established in the REPLACED INSTRUMENT shall
be maintained, including obligations regarding service and coverage.

CLAUSE 4.2 - Default in meeting the  commitments  will subject the AUTHORIZEE to
the sanctions set forth in this Term and in the  regulations,  and may result in
the extinction of the authorization.

                                   CHAPTER V

                             QUALITY OF THE SERVICE

CLAUSE 5.1 - The present  Authorization  is subject to the  assumption  that the
service provided by the AUTHORIZEE is of adequate  quality,  considering as such
the service which fully meets the reliability,  efficiency,  security, currency,
generality, and courtesy conditions.

PARAGRAPH ONE. Reliability is characterized by the continual exploitation of the
service with strict adherence to the regulatory requirements provided by Anatel.

PARAGRAPH TWO.  Efficiency is  characterized by the fulfillment and preservation
of the parameters  provided in this  Authorization  Term and by the rendering of
assistance and service to users within the time periods set herein.

<PAGE>

PARAGRAPH THREE. Security in the exploitation of the service is characterized by
rigorous  confidentiality  of the data  relative  to the use of the  service  by
users,  as well as by the strict  preservation  of secrecy as to the information
transmitted in the scope of its exploitation.

PARAGRAPH FOUR.  Currency is characterized  by the use of up-to-date  equipment,
installations,  and techniques used in the exploit of the service, including the
incorporation of technological  advances which will definitely bring benefits to
users, in accordance with the provisions set forth herein.

PARAGRAPH FIVE. Generality is characterized by the non-discriminatory  provision
of the service to each and every user,  and the  AUTHORIZEE is obliged to render
the service to whomever requests it, in compliance with the regulations.

PARAGRAPH SIX. Courtesy is characterized by the respectful and immediate service
provided  to all  users  of the  authorized  service,  as well as by the  strict
observance  of the  obligations  to  promptly  inform  and meet the needs of all
those, users and non-users, who ask for information from the Authorizee, as well
as any action or any type of request as provided herein.

CLAUSE 5.2 - The AUTHORIZEE  shall meet the quality  targets  established in the
General  Plan for Quality  Goals  (PLANO GERAL DE METAS DE QUALIDADE - PGMQ) for
the PMS.

SOLE PARAGRAPH. For purposes of the provisions under Paragraph Five of Article 1
of the PGMQ-PMS,  commercial  activities of the PMS in locations  where Cellular
Mobile  Services  already  exists are  considered to have started at the date of
publication of the summary of this Term.

CLAUSE 5.3 - The exploitation of the authorized service can only be suspended in
conformity of the PMS regulations, issued by Anatel.

                                   CHAPTER VI

                                 NUMBERING PLAN

CLAUSE 6.1 - The AUTHORIZEE agrees to abide by the Numbering  Regulations issued
by Anatel and shall  guarantee to the user the  portability of access codes,  in
conformity with the regulations.

                                  CHAPTER VII

                               BILLING THE USERS

CLAUSE 7.1 - The rates,  as well as the form of measurement and the criteria for
billing the services  rendered shall be  established by the AUTHORIZEE  based on
the PMS  regulations,  in conformity with the provisions under Clause 3.7 of the
present Authorization Term.

                                  CHAPTER VIII

                       RIGHTS AND OBLIGATIONS OF THE USERS

CLAUSE 8.1 - The rights and  obligations  if the users are those  established in
the General  Telecommunications Law and in the regulations,  with no harm to the
rights  provided for in Law 8078 of September 11, 1990 in the cases ruled by it,
nor to the rights provided for in the PMS contracts.

                                   CHAPTER IX

                    RIGHTS AND OBLIGATIONS OF THE AUTHORIZEE

CLAUSE 9.1 - The rights and obligations of the AUTHORIZEE are those provided for
in the General Telecommunications Law and in the regulations.

CLAUSE 9.2 - When obtaining  services and when  acquiring  equipment or supplies
associated  to the object of the  present  Authorization  Term,  the  Authorizee
agrees  to  consider  offers  placed by  independent  suppliers,  including  the
Brazilian ones, and to base their decisions as to the different offers presented
on the observance of objective criteria regarding cost, delivery conditions, and
technical specifications provided for in the applicable regulations.

<PAGE>

SOLE PARAGRAPH.  When obtaining the  above-mentioned  services or supplies,  the
procedures  set forth in the Standard  Procedures  for  Acquisition of Services,
Equipment and Supplies by Providers of Telecommunications  Services (REGULAMENTO
SOBRE  PROCEDIMENTOS  DE CONTRATACAO DE SERVICOS E AQUISICAO DE  EQUIPAMENTOS OU
MATERIAIS PELAS PRESTADORAS DE SERVICOS DE TELECOMUNICACOES), approved by Anatel
Resolution 155, of August 5, 1999.

                                   CHAPTER X

                     OBLIGATIONS AND PREROGATIVES OF ANATEL

CLAUSE 10.1 - In  addition to the other  prerogatives  intrinsic  to its role of
regulatory body, and to the other obligations  resulting from this Authorization
Term, the following shall constitute responsibilities of Anatel:

I.    to follow and to inspect the  exploitation of the service with the purpose
      of meeting the regulations;

II.   to regulate the exploitation of the authorized service;

III.  to apply the  penalties  established  in the  regulations  of the service,
      particularly in this Authorization Term;

IV.   to provide for the good quality of the service,  as well as to receive, to
      address,  and to find solutions for complaints placed by the users, giving
      them  notice,  in no longer  than 90  (ninety)  consecutive  days,  of the
      actions taken in order to prevent any violation of its rights;

V.    to pronounce  the  Authorization  terminated in the cases set forth in the
      General Telecommunications Law;

VI.   to provide for  guaranteed  interconnection,  settling any claims  arising
      between the Authorizee and the remaining carriers;

VII.  to continuously  monitor the  relationship  between the Authorizee and the
      remaining carriers in order to settle any occasional conflict;

VIII. to  repress  any  conduct  by the  Authorizee  which  is  contrary  to the
      competition  regime,  in accordance  with the  provisions of the Brazilian
      Administrative  Council on Economic Defense  (CONSELHO  ADMINISTRATIVO  DE
      DEFESA ECONOMICA - CADE), the regulations, and particularly the provisions
      under Clause 10.2 and Clause 10.3 of this Chapter;

IX.   to perform the  inspection of the service in the form  established in this
      Authorization Term; and

X.    to collect the fees relative to FISTEL,  adopting the procedures  provided
      for in the applicable legislation.

CLAUSE 10.2 - Anatel   may  install  a  Procedure  to  Investigate  Breaches  of
Obligations (PROCEDIMENTO PARA APURACAO DE DESCUMPRIMENTO DE OBRIGACOES - PADO),
so as to look into any falsehood or inconsistency of conditions  declared by the
AUTHORIZEE relative to its  non-participation  in the control of other companies
or to any other regulatory impediment regarding economic  concentration whenever
there should be any indication of relevant  influence on its part or on the part
of any affiliated  company,  controlled  company,  or controlling company on the
legal entity providing PMS, as provided for in the Regulation for  Investigation
of Control and of  Transference  of Control in Providers  of  Telecommunications
Services  (Regulamento  para Apuracao de Controle e de Transferencia de Controle
em Empresas  Prestadoras  de Servicos  de  Telecomunicacao),  approved by Anatel
Resolution 101, issued February 04, 1999.

SOLE PARAGRAPH.  The  presentation of proof,  following  procedures  established
under this Clause,  of the existence of any situation  which  characterizes  the
untruthfulness or the inconsistency of the conditions declared by the Authorizee
shall imply the annulment of the present Authorization,  as set forth in Article
139 of the General Telecommunications Law.

CLAUSE 10.3 - Anatel may additionally set up administrative proceedings aimed to
investigate  any  violation  of the  economic  order,  in  accordance  with  the
provisions under Law 8884/94.

                                   CHAPTER XI

                             THE INSPECTION REGIME

CLAUSE 11.1 - Anatel shall  perform the  inspection  of the services in order to
assure full observance of the  responsibilities  agreed to in this Authorization
Term.

<PAGE>

PARAGRAPH  ONE. The  inspection  to be  performed  by Anatel  shall  include the
inspection  and   monitoring  of  the   activities,   the  equipment,   and  the
installations  of the  Authorizee,  which implies in free access to all data and
information concerning the Authorizee and third parties.

PARAGRAPH TWO. The information  collected  during the activities  related to the
inspection  shall be made  public  in the  Library,  with the  exception  of the
information which, as a result of express request by the Authorizee, is regarded
as confidential by Anatel.

PARAGRAPH THREE. All information  considered  confidential in the form described
by in Paragraph Two above shall be used exclusively in the procedures correlated
with the present Authorization Term, and it will be the responsibility of Anatel
and of those  appointed  by Anatel,  to account  for any form of full or limited
disclosure  of the referred to  information  outside the scope of use  specified
above.

CLAUSE 11.2 - The  AUTHORIZEE  is  granted  the right to  follow  each and every
inspection activity performed by Anatel,  through its appointed  representative;
it cannot however hinder or impede inspection  actions, in which case it will be
subject to the penalties provided for in the regulations.

                                  CHAPTER XII

            TELECOMMUNICATIONS NETWORKS AND ACCESS TO VISITING USERS

CLAUSE 12.1 - The Authorizee  shall observe the regulatory  provisions as to the
implementation and operations of the telecommunications  networks supporting the
rendering of PMS, particularly the provisions in the Telecommunications Services
Regulation  issued  by  Resolution  73 of  November  25,  1998,  in the  General
Interconnection  Regulations  (REGULAMENTO  GERAL DE INTERCONEXAO),  approved by
Resolution 40 of July 23, 1998 and in the PMS regulations.

SOLE PARAGRAPH. Changes in technology standards promoted by the AUTHORIZEE shall
not represent any burden placed  unilaterally  and arbitrarily on the user. This
is also valid regarding the existing conditions of the service provided to users
and visitors.

CLAUSE 12.2 - The compensation for the use of the network between the Authorizee
and the remaining  carriers of  telecommunications  services  shall abide by the
provisions  under Article 152 of the General  Telecommunications  Law and by the
provisions under the PMS regulations, particularly in the ADAPTATION RULE.

SOLE  PARAGRAPH.  The document  provided for under Item 7 of the Adaptation Rule
shall henceforward constitute Annex I of the present AUTHORIZATION TERM.

                                  CHAPTER XIII

                                    SANCTIONS

CLAUSE 13.1 - The  AUTHORIZEE is subject to inspection by Anatel,  in conformity
with the  applicable  legal  and  regulatory  provisions,  and  shall,  whenever
requested,  provide  statements in the form  established in the PMS regulations,
granting free access to its technical resources and accounting records.

CLAUSE 13.2 - Default in fulfilling  conditions or meeting the  responsibilities
agreed to in  respect  to the  Authorization  will  subject  the  Authorizee  to
notification,  fines, temporary suspension,  or forfeiture,  as set forth in the
PMS regulation.

                                  CHAPTER XIV

                        TERMINATION OF THE AUTHORIZATION

CLAUSE 14.1 - The  Authorization  shall be considered  terminated as a result of
discharge,  forfeiture,  lapse,  resignation,  or annulment,  as  established in
Articles 138 to Article 144 of the General  Telecommunications Law and according
to the procedures described in the regulation.

SOLE  PARAGRAPH.   The  declaration  of  termination   shall  not  preclude  the
application  of  the  corresponding  penalties,  as  provided  for  herein,  for
violations performed by the AUTHORIZEE.

<PAGE>

                                   CHAPTER XV

                      LEGAL REGIME AND APPLICABLE DOCUMENTS

CLAUSE 15.1 - The    present    Authorization    is   ruled   by   the   General
Telecommunications Law and the resulting  regulations,  without prejudice to the
Brazilian legal order,  the General  Telecommunications  Law, or the regulations
resulting from it.

CLAUSE 15.2 - The  exploitation of the service herein  authorized shall observe,
as part of this  Authorization  Term,  the  regulations  established  by  Anatel
particularly the documents specified in the PMS regulations.

CLAUSE 15.4 - The  interpretation of rules and provisions in this  Authorization
Term shall take into  consideration,  in addition to the documents  specified in
this Chapter,  the general rules of  hermeneutics  and the rules and  principles
contained in the General Telecommunications Law.

                                  CHAPTER XVI

                             TRANSITORY PROVISIONS

CLAUSE 16.1 - Until  the  ratification  or  the  agreement  on  the  VU-M  rate,
according  to  the  option  made  by  the  PMS  carrier,   both  the  value  for
interconnection  and the criteria for processing and  transferring  values among
entities  rendering  Cellular  Mobile  services  and  Switched  Fixed  Telephone
Services shall be maintained.

                                  CHAPTER XVII

                                      COURT

CLAUSE 17.1 - Any disputes arising from this Authorization Term shall be settled
by the Forum of the District Court of the Federal  Justice of Brasilia,  Federal
District of Brazil.

                                 CHAPTER XVIII

                                FINAL PROVISIONS

CLAUSE 18.1 - This Authorization Term shall be effective upon the publication of
its summary in the Diario Oficial da Uniao (Brazilian Federal Official Gazette).

CLAUSE 18.2 - Barring the provisions  expressly set forth in this  Authorization
Term, all other provisions in the REPLACED INSTRUMENT,  referred to in Paragraph
2 of  Clause  1.1,  are no  longer  in  effect.  The  parties  are  aware of the
provisions and conditions in this  Authorization  Term, and sign it in 3 copies,
of equal meaning and form, in the presence of the witnesses, who also sign the 3
copies, thus rendering it legally and officially effective.

Brasilia, February 03, 2003

PP. ANATEL


--------------------------------
LUIZ GUILHERME SCHYMURA DE OLIVEIRA
President of the Board of Directors


--------------------------------
JOSE LEITE PEREIRA FILHO
Member of the Board of Directors

<PAGE>

PP. AUTHORIZEE


--------------------------------
SERGIO ASSENCO TAVARES DOS SANTOS
Acting Chairman and President


--------------------------------
GETULIO NERY CARDOSO
Director of Administration and Human Resources


WITNESSES


--------------------------------
JARBAS JOSE VALENTE
CREA-DF 4346


--------------------------------
Nelson Mitsuo Takayanagi
SSP-DF 435023

<PAGE>

                                  ATTACHMENT I

                             DECLARATION OF OPTION


In conformity with the provisions under Item 7 of the Adaptation  Rule,  TELERON
CELULAR S.A.,  registered  with the  Brazilian  Tax Roll under number  (CNPJ/MF)
02.337.949/0001-07, herein represented by its acting Chief Executive Officer MR.
SERGIO  ASSENCO  TAVARES DOS  SANTOS,  a Brazilian  engineer,  widowed,  General
Registry number 131.306  SSP/DF,  opts for submission to Item 5 and its subitems
in the  Remuneration  Criteria Rule for Use of personal Mobile Service  Provider
Networks,  approved by  Resolution  319 of September  27, 2002,  requesting  the
ratification  of the TU-M rate,  whose maximum value should be the maximum value
if the initial VU-M rate in its Area of Coverage.
Brasilia, February 03, 2003

Sergio Assenco Tavares dos Santos
Acting Chief Executive Officer