Translated from the Portuguese             EXHIBIT 10.30

  TELECOMUNICAC ES DO ESP RITO SANTO - TELEST

    Contract No 008.4350/97

  Agreement made between TELECOMUNICAC ES DO ESP RITO SANTO S/A -
  TELEST, and AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS LTDA.,
  whose registered office is at Rua Peter Lund, 146, Sao Cristovao,
  Rio de Janeiro, enrolled at CGC/MF under number 33.113.309/0001-47.

  In one side TELECOMUNICAC ES DO ESP RITO SANTO S/A - TELEST, with
  its main office at Rua Vitorio Nunes da Motta, 220, in Vitoria
  city, State of Espirito Santo, enrolled at CGC/MF   under
  number   28.140.226/0001-07, in this act represented by its legal
  representatives signed below hereinafter referred as ESTB, and on
  the other side the above referred company, in this act represented
  by its legal representatives signed below, hereinafter referred as
  CONTRATADO, agree to enter this Agreement under the following
  terms and conditions described below.

  l. FIRST CLAUSE - SUBJECT

  1.01 - The subject of this Agreement is manufacturing and supply
  by CONTRATADO of 4.560.000 inductive cards each of  20, 50, 90 and
  100 units, with technology transferred by TELEBR S, for the period
  between December/97 to November/98, with an option of
  manufacturing and supply an additional amount of 6.240.000
  inductive cards for the period between December/98 to November/99,
  including:

  a)  substract  preparation, image transfer, chemical processing,
  sealing, graphic printing on both sides, individual final cut,
  security system against frauds and misuse or any other process
  result from transferred technology once it is approved by TELEBR S
  in order to guarantee the technological compatibility with the
  Inductive Public Phone System.

  b) manufacturing of all necessary photolithos.

  c) Manufacturing of all cards in conformity with the
  PD.21.TP.H3D.0006A/AC-01 document  (100-C Inductive Card Unit -
  Acceptance's Specification), which is an integrant part of the
  procesSaof  inductive technology transfer of TELEBR S and the
  respective updates which can be introduced.

  d) Packing in 200 card boxes, which must be packing in 2.000 card
  boxes, which must be packing in 10.000 card boxes, except if
  accorded diferentely between the parties. All boxes must be
  resistant, identificated, weighted, and closed with security
  sealing wax in order to storage, transport and distribution.

   1.02 - 10.000 units is the minimum quantity established for cards
  by picture. For manufacturing up to 49.999 cards by picture, is
  allowed to the CONTRATADO increase in 20% the unitary price
  accorded to cover the production fixed costs.

  1.03 - The cards will be delivered directly to ESTB storehouses by
  security transport and with an insurance in the sales price of the
  card to the final consumer (number of card's credit versus the
  credit value in Real), in the quantities described in the fisic
  delivery chronogram which is part of ANNEX IV.

  2 - SECOND CLAUSE - DOCUMENTS

  (A) PARTSaoF THE CONTRACT

  2.01 - The following documents make part of this Agreement as if
  in thiSaone they were transcribed, which both parts declare to
  have knowledge.


  - ANNEX I  - Penalties.
  - ANNEX II - Prices Adjustment
  - ANNEX III - Materials and Equipment conditionSaof  contracting
  (version no 02/jun/97).
  - ANNEX IV - Fisic Chronogram
  Bidding Edictal no 0663/97 - TELEPAR of Bid CO-0080/97 - SDC and
  its annex.

  2.02 - In case of  divergence between the integrants documents and
  this Agreement, the last one will predominate.

  2.03 - The documents referred in this clause are considered
  sufficient to, in complement to this Agreement, define its
  extension and pretension, and this way conduct the execution of
  the contracted subject under the highest paternSaof the actual
  technic..

  2.04 - In case of doubts in the execution of this Agreement, this
  should be settled in order to attend  the specification showed by
  ESTB as minimum essential conditions to be satisfied by
  CONTRATADO.

  2.05 - From the signature of this Agreement on, all additament
  terms celebrated and the ones that  involves any alteration of the
  contractual condition comes to be aplicable to this Agreement,
  unless  agreed  by both parties in writing  on their behalf by
  authorized officer of each party, alwaySaobserving the limits and
  legal formalities.

  (B) APPLICABLE TO THE CONTRACT

  2.06 - It is applicable to this Agreement the CONTRATADO's
  Proposal aSaof November 13, 1997.



  3 - THIRD CLAUSE - PRICES

  3.01 - The contracted  prices have as base-date the day of
  November 13, 1997 and, observed the legislation in force at the
  time of each payment, they will be readjusted annually in
  accordance with the established formula in the annex of this
  Agreement.

  3.02 - In case of  contractions which duration term is lower than
  twelve months, the priceSaonly will be readjusted  on the hipotese
  of fisic events after one year from base-date  of prices, or in
  function of delays in which the CONTRATADO is not responsable, and
  in caseSaof additaments for the increase of quantitieSaor
  prorrogation of the period of validity.

  3.03 - The ESTB will pay for the subject of the present Agreement
  the unitary price of
  R$ 0,37, independent of the credit number.

  3.04 - The price includes the payment for the Contract of Transfer
  of Technology - FTI and cards storage costs, freights,
  transportation insurance, social contributions such as COFINS and
  PIS/PASEP and others, and excluding the value taxes such as IPI
  and ICMS.

  4 - FOURTH CLAUSE - PAYMENT CONDITIONS

  4.01 - The values generated by the Agreement will be payed by ESTB
  to CONTRATADO in the conditions related on ANNEX III - Materials
  and Equipments ConditionSaof  Contration (version no 02 - Jun/97).

  5 - FIFTH CLAUSE - TERMS, AMOUNTS AND DELIVERY SITES

  5.01 - The term of cards' delivery  subject of this Agreement must
  follow the monthly amount established on the ANNEX IV, counted
  from the first month of supply on.

  5.02 - The amount of contracted cards in the month and not
  delivered up to the end of respective month, could be deducted
  from the purchase obligations by ESTB independent of aplication of
  fine and contractual penalties.

  5.03 - ESTB will define the quantity of  cards' credit (20, 50, 90
  and 100), up to the first useful day of previous month to the
  delivery of cards. If this not occur, the CONTRATADO will be
  authorized to manufacture the total amount of the month in cards
  of 20 credits.

  5.04 - For each type of card established in the subject of this
  Agreement, ESTB will define one or more picture for them.

  5.05 - ESTB will provide, in advance to the cards' delivery term,
  the chromo and final art of each type of card  to be printed, as
  well as the code and the back side text.

  5.06 - ESTB will make the formal acceptance of the proofSaof each
  card with up to 20 days before the delivery term and will
  determinate the quantity of cards by picture.  If this not occur,
  the CONTRATADO will be authorized to manufacture the cards with
  the last picture defined for each type of card.

  5.07 - The cards' rejection will not import  in alteration of
  Fisic Chronogram of delivery established on ANNEX IV.

  5.08 - Delivery Site: The cards must be delivered, directly, in
  the storehouse  indicated by ESTB.

  6 - SIXTH CLAUSE - OBLIGATIONSaoF CONTRATADO

  6.01 -  Provide all materials and services which have not been
  explicitly surveyed in the Proposals to ensure that it can
  complete its contractual requirements pursuant to this Agreement,
  as well as incorporate technological and manufacturing  process
  alterations that may have resulted from the technological
  development of the procesSaor the product.

  6.02 - Undertake all duties and responsabilities  that may arise
  out of the subject of this Agreement.

  6.03 - Employ the best engineering techniques, on the behalf of
  TELEBR S, should the Parties  prove their inability  to agree on
  specifications.

  6.04 - Allow ESTB ou whom it indicates to follow and inspect all
  phaseSaof the Project, building of the Industrial Line,
  manufacturing  and plant testSaof all equipment and cards subject
  to this Agreement and grant access to the production process
  information.

  6.05 - Grantee all measures required in order to import
  equipment, components  and all the necessary to carry out its
  obligations under this Agreement.

  6.06 - Not modify  the lay-out of the card unless upon
  authorization granted by TELEBR S.

  6.07 - Not modify the productive process presented in the approved
  project by TELEBR S without prior negotiation with TELEBR S.

  6.08 - Keep an authorised representative, during the term of this
  Agreement, entitled to hold responsibility for solving  any
  problems that may arise during the Project with no costs to ESTB.

  6.09 - Undertake entire responsibility with respect to all
  manufacturing and supplying aspects, being the sole accountable
  before TELEBR S for fulfilling the contract dispositions, arise
  from sub-contracting as well as justification of delay from the
  proponent.

  6.10 - Manufacture the product in Brazil.

  6.11 - Improve  fisic savety device  using electronic blockade,
  camera and manuals sensors that guarantee the access and
  monitorament of people in all areas related to the production,
  impression, storage and delivery of phone cards.

  6.12 - Improve the following fisic security systems in the
  production process.

  a) Register in all phaseSaof productive procesSaof the phone card
  which allow to check possibles diversion in each phase, including
  electronic control in the tests area.

  b) Procedure of  the trituration of phone cards and damage panels,
  able to  guarantee the register and control of all that is
  triturated, showing date, hour, month, year, people involved and
  destiny fo the tritured material.

  c) Storage, accounting and delivery system of phone cards, able to
  guarantee the fisic and account  security of cards, as well as the
  register and the control of entrance and exit of people and phone
  cards.

  d) Other necessary  procedures to guarantee the total fisic
  security of production process.

  6.13 - Give to ESTB or another entity indicates by ESTB the
  necessary means to remote monitorization with the system of tests
  and supervision implanted.

  6.14  -  The measures mentioned on itens 6.11, 6.12 and 6.13
  should be previously approved by TELEBR S, before the beginning of
  the supplying and must be in continuously evolution in order to
  guarantee  the total and complete fisic security , since its
  production until the delivery at ESTB storehouse.

  6.15  - Constitution of an organizacional area responsable  for
  the patrimonial and fisic security, for the inspection of rejects
  during the productive process, photolytos and plates, and for the
  accompaniment of  saleSaof useless parts and equipments. This
  organizacional area could not be under direct or indirect
  subordination of any organizacional area related to the
  production, storage and delivery of the phone cards.

  6.16 - Preparation of  fluxograms representing the production
  process, commercialization, storage and delivery of phone cards,
  which will be under analyse by TELEBR S.

  6.17 - If the CONTRATADO use prices inferior to the one used in
  the Agreement with any other company that explore the Public Phone
  Card  System  which do not belong to TELEBR S system, such price
  will be used in this Agreement, from the moment on what the same
  was used, so the CONTRATADO must compensate ESTB for any
  difference verified in the invoice.

  7 - SEVENTH CLAUSE - PERIOD OF VALIDITY

  7.01 - The present Agreement has the duration of 12 months,
  counted from its signature, which can be renewed, for iqual
  period, in case of ESTB option.

  8 - EIGHTH CLAUSE - PENALTIES

  8.01 - For not executed total ou partial this Agreement, the
  CONTRATADO is submited to the payment of fines calculated in
  accordance with the annex regarding Penalties. The critical factor
  that represents the letter "F" from the calculation formula of
  penalties iSaof 2.

  8.02 - The CONTRATADO will proceed the payment of fines if it was
  constated  in the market cards that is  not commercialized by
  ESTB. The penalties iSaof 5% over the total amount contracted,
  without prejudice of losts, injury and ceasing profit proceeding
  from this problem. ESTB can proceed the termination of this
  Agreement.

  8.03 - If it was constated that CONTRATADO is commercializing
  cards for fisic people or juridical that not  explore the Public
  Phone Services by inductive cards and that are not authorized by
  TELEBR S, the Agreement will be, immediately, terminated, accruing
  to the CONTRATADO the payment of compensatory fine of 30% over the
  total amount contracted, without prejudice of losts, injury or
  ceasing  profit proceeding from this problem.

  9 - NINTH CLAUSE - GENERAL CONDITIONS

  9.01 - The present Agreement is being firmed according to the
  Bidding Edictal  no 0663/97 - TELEPAR ( Bid no 0080/97 SDC).

  9.02 - The resources for the execution fo this Agreement are
  assured  in the ESTB General Budget.

  9.03 - The parties are submited to the disposition fo Law no
  8.666, from 21.06.93.

  9.04 - The CONTRATADO can just start the cards' supply after its
  qualification by TELEBR S.

  9.05 - In case of  not compliment, by the CONTRATADO, of any
  obligation, ESTB can determine the supply interruption, being
  stopped any payments, without prejudice of foreseen penalties.

  10 - TENTH CLAUSE - GOVERNING LAW

  10.01 - This Agreement shall be governed  by the lawSaof Espirito
  Santo State, Brazil.

  Witness whereof the parties execute 3 counterpartSaof this
  Agreement  in the presence of 2 witnesses.

  Vitoria, 28 November 1997

  by ESTB:


  by CONTRATADO:

  Witness:
<PAGE>
<PAGE>
  TELECOMUNICACOES DE RORAIMA S/A - TELELAIMA


  Contract No 3100/026/97

  Agreement made between TELECOMUNICACOES DE RORAIMA S/A -
  TELELAIMA, and AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS
  LTDA., whose registered office is at Rua Peter Lund, 146,
  S o Cristovao, Rio de Janeiro, enrolled at CGC/MF under
  number 33.113.309/0001-47.

  In one side TELECOMUNICACOES DE RORAIMA S/A - TELELAIMA,
  with its main office at Av. Cap. Ene Garcez, 256, in Boa
  Vista city, State of Roraima, enrolled at CGC/MF   under
  number   05.934.567/0001-59, in this act represented by its
  legal representatives signed below hereinafter referred as
  ESTB, and on the other side the above referred company, in
  this act represented by its legal representatives signed
  below, hereinafter referred as  CONTRATADO, agree to enter
  this Agreement under the following terms and conditions
  described below.

  l. FIRST CLAUSE - SUBJECT

  1.01 - The subject of this Agreement is manufacturing and
  supply by CONTRATADO of 1.560.000 inductive cards each of
  20, 50, 90 and 100 units, with technology transferred by
  TELEBRAS, for the period  between december/97 to
  november/98, with an option of manufacturing and supply an
  addicional amount of 1.680.000 inductive cards for the
  period between december/98 to november/99, including:

  a)  substract  preparation, image transfer, chemical
  processing, sealing, graphic printing on both sides,
  individual final cut, security system against frauds and
  misuse or any other process result from transferred
  technology once it is approved by TELEBRAS in order to
  guarantee the technological compatibility with the Inductive
  Public Phone System.

  b) manufacturing of all necessary photolithos.

  c) Manufacturing of all cards in conformity with the
  PD.21.TP.H3D.0006A/AC-01 document  (100-C Inductive Card
  Unit - Acceptance's Specification), which is an integrant
  part of the process of  inductive technology transfer of
  TELEBRAS and the respective updates which can be introduced.

  d) Packing in 200 card boxes, which must be packing in 2.000
  card boxes, which must be packing in 10.000 card boxes,
  except if accorded diferentely between the parties. All
  boxes must be resistant, identificated, weighted, and closed
  with security sealing wax in order to storage, transport and
  distribution.

   1.02 - 10.000 units is the minimum quantity stablished for
  cards by picture. For manufacturing up to 49.999 cards by
  picture, is allowed to the CONTRATADO increase in 20% the
  unitary price accorded to cover the production fixed costs.

  1.03 - The cards will be delivered directly to ESTB
  storehouses by security transport and with an insurance in
  the sales price of the card to the final consumer (number of
  card's credit versus the credit value in Real), in the
  quantities described in the fisic delivery chronogram which
  is part of ANNEX IV.

  2 - SECOND CLAUSE - DOCUMENTS

  (A) PARTS OF THE CONTRACT

  2.01 - The following documents make part of this Agreement
  as if in this one they were transcribed, which the both
  parts declare to have knowledge.

  - ANNEX I  - Penalties.
  - ANNEX II - Prices Adjustment
  - ANNEX III - Materials and Equipment conditions of
  contracting (version no 02/jun/97).
  - ANNEX IV - Fisic Chronogram
  Bidding Edictal no 0663/97 - TELEPAR of Bid CO-0080/97 - SDC
  and its annex.


  2.02 - In case of  divergence between the integrants
  documents and this Agreement, the last one will predominate.

  2.03 - The documents referred in this clause are considered
  sufficient to, in complement to this Agreement, define its
  extension and pretension, and this way conduct the execution
  of the contracted subject under the highest paterns of the
  actual technic..

  2.04 - In case of doubts in the execution of this Agreement,
  this should be settled in order to attend  the specification
  showed by ESTB as minimum essential conditions to be
  satisfied by CONTRATADO.

  2.05 - From the signature of this Agreement on, all
  additament terms celebrated and the ones that  involves any
  alteration of the contractual condition comes to be
  aplicable to this Agreement, unless  agreed  by both parties
  in writing  on their behalf by authorized officer of each
  party, always observing the limits and legal formalities.

  (B) APPLICABLE TO THE CONTRACT

  2.06 - It is applicable to this Agreement the CONTRATADO's
  Proposal as of November 13, 1997.


  3 - THIRD CLAUSE - PRICES

  3.01 - The contracted  prices have as base-date the day of
  November 13, 1997 and, observed the legislation in force at
  the time of each payment, they will be readjusted anually in
  accordance with the established formula in the annex of this
  Agreement.

  3.02 - In case of  contractions which duration term is lower
  than twelve months, the prices only will be readjusted  on
  the hipotese of fisic events after one year from base-date
  of prices, or in function of delays in which the CONTRATADO
  is not responsable, and in cases of additaments for the
  increase of quantities or  prorrogation of the period of
  validity.

  3.03 - The ESTB will pay for the subject of the present
  Agreement the unitary price of R$ 0,37, independent of the
  credit number.

  3.04 - The price includes the payment for the Contract of
  Transfer of Technology - FTI and cards storage costs,
  freights, transportation insurance, social contributions
  such as COFINS and PIS/PASEP and others, and excluding the
  value taxes such as IPI and ICMS.

  4 - FOURTH CLAUSE - PAYMENT CONDITIONS

  4.01 - The values generated by the Agreement will be payed
  by ESTB to CONTRATADO in the conditions related on ANNEX III
  - Materials and Equipments Conditions of  Contration
  (version no 02 - Jun/97).

  5 - FIFTH CLAUSE - TERMS, AMOUNTS AND DELIVERY SITES

  5.01 - The term of cards' delivery  subject of this
  Agreement must follow the monthly amount established on the
  ANNEX IV, counted from the first month of supply on.

  5.02 - The amount of contracted cards in the month and not
  delivered up to the end of respective month, could be
  deducted from the purchase obligations by ESTB independent
  of aplication of fine and contractual penalties.

  5.03 - ESTB will define the quantity of  cards' credit (20,
  50, 90 and 100), up to the first useful day of previous
  month to the delivery of cards. If this not occur, the
  CONTRATADO will be authorized to manufacture the total
  amount of the month in cards of 20 credits.

  5.04 - For each type of card established in the subject of
  this Agreement, ESTB will define one or more picture for
  them.

  5.05 - ESTB will provide, in advance to the cards' delivery
  term, the chromo and final art of each type of card  to be
  printed, as well as the code and the back side text.

  5.06 - ESTB will make the formal acceptance of the proofs of
  each card with up to 20 days before the delivery term and
  will determinate the quantity of cards by picture.  If this
  not occur, the CONTRATADO will be authorized to manufacture
  the cards with the last picture defined for each type of
  card.

  5.07 - The cards' rejection will not import  in alteration
  of Fisic Chronogram of delivery established on ANNEX IV.

  5.08 - Delivery Site: The cards must be delivered, directly,
  in the storehouse  indicated by ESTB.

  6 - SIXTH CLAUSE - OBLIGATIONS OF CONTRATADO

  6.01 -  Provide all materials and services which have not
  been explicitly surveyed in the Proposals to ensure that it
  can complete its contractual requirements pursuant to this
  Agreement, as well as incorporate technological and
  manufacturing  process  alterations that may have resulted
  from the technological development of the process or the
  product.

  6.02 - Undertake all duties and responsabilities  that may
  arise out of the subject of this Agreement.

  6.03 - Employ the best engineering techniques, on the behalf
  of  TELEBRAS, should the Parties  prove their inability  to
  agree on specifications.

  6.04 - Allow ESTB ou whom it indicates to follow and inspect
  all phases of the Project, building of the Industrial Line,
  manufacturing  and plant tests of all equipment and cards
  subject to this Agreement and grant access to the production
  process information.

  6.05 - Gurantee all measures required in order to import
  equipment, components  and all the necessary to carry out
  its obligations under this Agreement.

  6.06 - Not modify  the lay-out of the card unless upon
  authorization granted by TELEBRAS.

  6.07 - Not modify the productive process presented in the
  approved project by TELEBRAS without prior negotiation with
  TELEBRAS.

  6.08 - Keep an authorised representative, during the term of
  this Agreement, entitled to hold responsability for solving
  any problems that may arise during the Project with no costs
  to ESTB.

  6.09 - Undertake entire responsibility with respect to all
  manufacturing and supplying aspects, being the sole
  accountable before TELEBRAS for fulfilling the contract
  dispositions, arise from sub-contracting as well as
  justification of delay from the proponent.

  6.10 - Manufacture the product in Brazil.

  6.11 - Improve  fisic savety device  using electronic
  blockade, camera and manuals sensors that guarantee the
  access and monitorament of people in all areas related to
  the production, impression, storage and delivery of phone
  cards.

  6.12 - Improve the following fisic security systems in the
  production process.

  a) Register in all phases of productive process of the phone
  card which allow to check possibles diversion in each phase,
  including electronic control in the tests area.

  b) Procedure of  the trituration of phone cards and damage
  panels, able to  guarantee the register and control of all
  that is triturated, showing date, hour, month, year, people
  involved and destiny fo the tritured material.

  c) Storage, accounting and delivery system of phone cards,
  able to guarantee the fisic and account  security of cards,
  as well as the register and the control of entrance and exit
  of people and phone cards.

  d) Other necessary  procedures to guarantee the total fisic
  security of production process.

  6.13 - Give to ESTB or another entity indicates by ESTB the
  necessary means to remote monitorization with the system of
  tests and supervision implanted.

  6.14  -  The measures mentioned on itens 6.11, 6.12 and 6.13
  should be previously approved by TELEBRAS, before the
  beginning of the supplying and must be in continuously
  evolution in order to guarantee  the total and complete
  fisic security , since its production until the delivery at
  ESTB storehouse.

  6.15  - Constitution of an organizacional area responsable
  for the patrimonial and fisic security, for the inspection
  of rejects during the productive process, photolytos and
  plates, and for the accompaniment of  sales of useless parts
  and equipments. This organizacional area could not be under
  direct or indirect subordination of any organizacional area
  related to the production, storage and delivery of the phone
  cards.

  6.16 - Preparation of  fluxograms representing the
  production process, commercialization, storage and delivery
  of phone cards, which will be under analyse by TELEBRAS.

  6.17 - If the CONTRATADO use prices inferior to the one used
  in the Agreement with any other company that explore the
  Public Phone Card  System  which do not belong to TELEBRAS
  system, such price will be used in this Agreement, from the
  moment on what the same was used, so the CONTRATADO must
  compensate ESTB for any difference verified in the invoice.

  7 - SEVENTH CLAUSE - PERIOD OF VALIDITY

  7.01 - The present Agreement has the duration of 12 months,
  counted from its signature, which can be renewed, for iqual
  period, in case of ESTB option.

  8 - EIGHTH CLAUSE - PENALTIES

  8.01 - For not executed total ou partial this Agreement, the
  CONTRATADO is submited to the payment of fines calculated in
  accordance with the annex regarding Penalties. The critical
  factor that represents the letter "F" from the calculation
  formula of penalties is of 2.

  8.02 - The CONTRATADO will proceed the payment of fines if
  it was constated  in the market cards that is  not
  commercialized by ESTB. The penalties is of 5% over the
  total amount contracted, without prejudice of losts, injury
  and ceasing profit proceeding from this problem. ESTB can
  proceed the termination of this Agreement.

  8.03 - If it was constated that CONTRATADO is
  commercializing cards for fisic people or juridical that not
  explore the Public Phone Services by inductive cards and
  that are not authorized by TELEBRAS, the Agreement will be,
  immediately, terminated, accruing to the CONTRATADO the
  payment of compensatory fine of 30% over the total amount
  contracted, without prejudice of losts, injury or ceasing
  profit proceeding from this problem.

  9 - NINTH CLAUSE - GENERAL CONDITIONS

  9.01 - The present Agreement is being firmed according to
  the Bidding Edictal  no 0663/97 - TELEPAR ( Bid no 0080/97
  SDC).

  9.02 - The resources for the execution fo this Agreement are
  assured  in the ESTB General Budget.

  9.03 - The parties are submited to the disposition fo Law no
  8.666, from 21.06.93.

  9.04 - The CONTRATADO can just start the cards' supply after
  its qualification by TELEBRAS.

  9.05 - In case of  not compliment, by the CONTRATADO, of any
  obligation, ESTB can determine the supply interruption,
  being stopped any payments, without prejudice of foreseen
  penalties.

  10 - TENTH CLAUSE - GOVERNING LAW

  10.01 - This Agreement shall be governed  by the laws of
  Roraima State, Brazil.

  Witness whereof the parties execute 3 counterparts of this
  Agreement  in the presence of 2 witnesses.

  Boa Vista, 28 november 1997

  by ESTB:
  ____________________________________
___________________________________

  by CONTRATADO:
  _____________________________________
_____________________________________
  Witness:


  _____________________________________
________________________________
<PAGE>
<PAGE>
  TELECOMUNICACOES DE ALAGOAS S/A - TELASA


  Contract No DECU-54/97

  Agreement made between TELECOMUNICACOES DE ALAGOAS S/A -
  TELESA, and AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS
  LTDA., whose registered office is at Rua Peter Lund, 146,
  S o Cristov o, Rio de Janeiro, enrolled at CGC/MF under
  number 33.113.309/0001-47.

  In one side TELECOMUNICACOES DE ALAGOAS S/A - TELESA, with
  its main office at Rua Antenor Gomes  de Oliveira, 144,
  Farol, in Maceio city, State of Alagoas, enrolled at CGC/MF
  under    number   12.286.423/0001-07, in this act
  represented by its legal representatives signed below
  hereinafter referred as ESTB, and on the other side the
  above referred company, in this act represented by its legal
  representatives signed below, hereinafter referred as
  CONTRATADO, agree to enter this Agreement under the
  following terms and conditions described below.

  l. FIRST CLAUSE - SUBJECT

  1.01 - The subject of this Agreement is manufacturing and
  supply by CONTRATADO of 1.560.000 inductive cards each of
  20, 50, 90 and 100 units, with technology transferred by
  TELEBRAS, for the period  between december/97 to
  november/98, with an option of manufacturing and supply an
  addicional amount of 2.040.000 inductive cards for the
  period between december/98 to november/99, including:

  a)  substract  preparation, image transfer, chemical
  processing, sealing, graphic printing on both sides,
  individual final cut, security system against frauds and
  misuse or any other process result from transferred
  technology once it is approved by TELEBRAS in order to
  guarantee the technological compatibility with the Inductive
  Public Phone System.

  b) manufacturing of all necessary photolithos.

  c) Manufacturing of all cards in conformity with the
  PD.21.TP.H3D.0006A/AC-01 document  (100-C Inductive Card
  Unit - Acceptance's Specification), which is an integrant
  part of the process of  inductive technology transfer of
  TELEBRAS and the respective updates which can be introduced.

  d) Packing in 200 card boxes, which must be packing in 2.000
  card boxes, which must be packing in 10.000 card boxes,
  except if accorded diferentely between the parties. All
  boxes must be resistant, identificated, weighted, and closed
  with security sealing wax in order to storage, transport and
  distribution.

   1.02 - 10.000 units is the minimum quantity stablished for
  cards by picture. For manufacturing up to 49.999 cards by
  picture, is allowed to the CONTRATADO increase in 20% the
  unitary price accorded to cover the production fixed costs.

  1.03 - The cards will be delivered directly to ESTB
  storehouses by security transport and with an insurance in
  the sales price of the card to the final consumer (number of
  card's credit versus the credit value in Real), in the
  quantities described in the fisic delivery chronogram which
  is part of ANNEX IV.


  2 - SECOND CLAUSE - DOCUMENTS

  (A) PARTS OF THE CONTRACT


  2.01 - The following documents make part of this Agreement
  as if in this one they were transcribed, which the both
  parts declare to have knowledge.


  - ANNEX I  - Penalties.
  - ANNEX II - Prices Adjustment
  - ANNEX III - Materials and Equipment conditions of
  contracting (version no 02/jun/97).
  - ANNEX IV - Fisic Chronogram
  Bidding Edictal no 0663/97 - TELEPAR of Bid CO-0080/97 - SDC
  and its annex.


  2.02 - In case of  divergence between the integrants
  documents and this Agreement, the last one will predominate.

  2.03 - The documents referred in this clause are considered
  sufficient to, in complement to this Agreement, define its
  extension and pretension, and this way conduct the execution
  of the contracted subject under the highest paterns of the
  actual technic..

  2.04 - In case of doubts in the execution of this Agreement,
  this should be settled in order to attend  the specification
  showed by ESTB as minimum essential conditions to be
  satisfied by CONTRATADO.

  2.05 - From the signature of this Agreement on, all
  additament terms celebrated and the ones that  involves any
  alteration of the contractual condition comes to be
  aplicable to this Agreement, unless  agreed  by both parties
  in writing  on their behalf by authorized officer of each
  party, always observing the limits and legal formalities.

  (B) APPLICABLE TO THE CONTRACT

  2.06 - It is applicable to this Agreement the CONTRATADO's
  Proposal as of November 13, 1997.


  3 - THIRD CLAUSE - PRICES

  3.01 - The contracted  prices have as base-date the day of
  November 13, 1997 and, observed the legislation in force at
  the time of each payment, they will be readjusted anually in
  accordance with the established formula in the annex of this
  Agreement.

  3.02 - In case of  contractions which duration term is lower
  than twelve months, the prices only will be readjusted  on
  the hipotese of fisic events after one year from base-date
  of prices, or in function of delays in which the CONTRATADO
  is not responsable, and in cases of additaments for the
  increase of quantities or  prorrogation of the period of
  validity.

  3.03 - The ESTB will pay for the subject of the present
  Agreement the unitary price of R$ 0,37, independent of the
  credit number.

  3.04 - The price includes the payment for the Contract of
  Transfer of Technology - FTI and cards storage costs,
  freights, transportation insurance, social contributions
  such as COFINS and PIS/PASEP and others, and excluding the
  value taxes such as IPI and ICMS.

  4 - FOURTH CLAUSE - PAYMENT CONDITIONS

  4.01 - The values generated by the Agreement will be payed
  by ESTB to CONTRATADO in the conditions related on ANNEX III
  - Materials and Equipments Conditions of  Contration
  (version no 02 - Jun/97).

  5 - FIFTH CLAUSE - TERMS, AMOUNTS AND DELIVERY SITES

  5.01 - The term of cards' delivery  subject of this
  Agreement must follow the monthly amount established on the
  ANNEX IV, counted from the first month of supply on.

  5.02 - The amount of contracted cards in the month and not
  delivered up to the end of respective month, could be
  deducted from the purchase obligations by ESTB independent
  of aplication of fine and contractual penalties.

  5.03 - ESTB will define the quantity of  cards' credit (20,
  50, 90 and 100), up to the first useful day of previous
  month to the delivery of cards. If this not occur, the
  CONTRATADO will be authorized to manufacture the total
  amount of the month in cards of 20 credits.

  5.04 - For each type of card established in the subject of
  this Agreement, ESTB will define one or more picture for
  them.

  5.05 - ESTB will provide, in advance to the cards' delivery
  term, the chromo and final art of each type of card  to be
  printed, as well as the code and the back side text.

  5.06 - ESTB will make the formal acceptance of the proofs of
  each card with up to 20 days before the delivery term and
  will determinate the quantity of cards by picture.  If this
  not occur, the CONTRATADO will be authorized to manufacture
  the cards with the last picture defined for each type of
  card.

  5.07 - The cards' rejection will not import  in alteration
  of Fisic Chronogram of delivery established on ANNEX IV.

  5.08 - Delivery Site: The cards must be delivered, directly,
  in the storehouse  indicated by ESTB.

  6 - SIXTH CLAUSE - OBLIGATIONS OF CONTRATADO

  6.01 -  Provide all materials and services which have not
  been explicitly surveyed in the Proposals to ensure that it
  can complete its contractual requirements pursuant to this
  Agreement, as well as incorporate technological and
  manufacturing  process  alterations that may have resulted
  from the technological development of the process or the
  product.

  6.02 - Undertake all duties and responsabilities  that may
  arise out of the subject of this Agreement.

  6.03 - Employ the best engineering techniques, on the behalf
  of  TELEBRAS, should the Parties  prove their inability  to
  agree on specifications.

  6.04 - Allow ESTB ou whom it indicates to follow and inspect
  all phases of the Project, building of the Industrial Line,
  manufacturing  and plant tests of all equipment and cards
  subject to this Agreement and grant access to the production
  process information.

  6.05 - Gurantee all measures required in order to import
  equipment, components  and all the necessary to carry out
  its obligations under this Agreement.

  6.06 - Not modify  the lay-out of the card unless upon
  authorization granted by TELEBRAS.

  6.07 - Not modify the productive process presented in the
  approved project by TELEBRAS without prior negotiation with
  TELEBRAS.

  6.08 - Keep an authorised representative, during the term of
  this Agreement, entitled to hold responsability for solving
  any problems that may arise during the Project with no costs
  to ESTB.

  6.09 - Undertake entire responsibility with respect to all
  manufacturing and supplying aspects, being the sole
  accountable before TELEBRAS for fulfilling the contract
  dispositions, arise from sub-contracting as well as
  justification of delay from the proponent.

  6.10 - Manufacture the product in Brazil.

  6.11 - Improve  fisic savety device  using electronic
  blockade, camera and manuals sensors that guarantee the
  access and monitorament of people in all areas related to
  the production, impression, storage and delivery of phone
  cards.

  6.12 - Improve the following fisic security systems in the
  production process.

  a) Register in all phases of productive process of the phone
  card which allow to check possibles diversion in each phase,
  including electronic control in the tests area.

  b) Procedure of  the trituration of phone cards and damage
  panels, able to  guarantee the register and control of all
  that is triturated, showing date, hour, month, year, people
  involved and destiny fo the tritured material.

  c) Storage, accounting and delivery system of phone cards,
  able to guarantee the fisic and account  security of cards,
  as well as the register and the control of entrance and exit
  of people and phone cards.

  d) Other necessary  procedures to guarantee the total fisic
  security of production process.

  6.13 - Give to ESTB or another entity indicates by ESTB the
  necessary means to remote monitorization with the system of
  tests and supervision implanted.

  6.14  -  The measures mentioned on itens 6.11, 6.12 and 6.13
  should be previously approved by TELEBRAS, before the
  beginning of the supplying and must be in continuously
  evolution in order to guarantee  the total and complete
  fisic security , since its production until the delivery at
  ESTB storehouse.

  6.15  - Constitution of an organizacional area responsable
  for the patrimonial and fisic security, for the inspection
  of rejects during the productive process, photolytos and
  plates, and for the accompaniment of  sales of useless parts
  and equipments. This organizacional area could not be under
  direct or indirect subordination of any organizacional area
  related to the production, storage and delivery of the phone
  cards.

  6.16 - Preparation of  fluxograms representing the
  production process, commercialization, storage and delivery
  of phone cards, which will be under analyse by TELEBRAS.

  6.17 - If the CONTRATADO use prices inferior to the one used
  in the Agreement with any other company that explore the
  Public Phone Card  System  which do not belong to TELEBRAS
  system, such price will be used in this Agreement, from the
  moment on what the same was used, so the CONTRATADO must
  compensate ESTB for any difference verified in the invoice.

  7 - SEVENTH CLAUSE - PERIOD OF VALIDITY

  7.01 - The present Agreement has the duration of 12 months,
  counted from its signature, which can be renewed, for iqual
  period, in case of ESTB option.

  8 - EIGHTH CLAUSE - PENALTIES

  8.01 - For not executed total ou partial this Agreement, the
  CONTRATADO is submited to the payment of fines calculated in
  accordance with the annex regarding Penalties. The critical
  factor that represents the letter "F" from the calculation
  formula of penalties is of 2.

  8.02 - The CONTRATADO will proceed the payment of fines if
  it was constated  in the market cards that is  not
  commercialized by ESTB. The penalties is of 5% over the
  total amount contracted, without prejudice of losts, injury
  and ceasing profit proceeding from this problem. ESTB can
  proceed the termination of this Agreement.

  8.03 - If it was constated that CONTRATADO is
  commercializing cards for fisic people or juridical that not
  explore the Public Phone Services by inductive cards and
  that are not authorized by TELEBRAS, the Agreement will be,
  immediately, terminated, accruing to the CONTRATADO the
  payment of compensatory fine of 30% over the total amount
  contracted, without prejudice of losts, injury or ceasing
  profit proceeding from this problem.

  9 - NINTH CLAUSE - GENERAL CONDITIONS

  9.01 - The present Agreement is being firmed according to
  the Bidding Edictal  no 0663/97 - TELEPAR ( Bid no 0080/97
  SDC).

  9.02 - The resources for the execution fo this Agreement are
  assured  in the ESTB General Budget.

  9.03 - The parties are submited to the disposition fo Law no
  8.666, from 21.06.93.

  9.04 - The CONTRATADO can just start the cards' supply after
  its qualification by TELEBRAS.

  9.05 - In case of  not compliment, by the CONTRATADO, of any
  obligation, ESTB can determine the supply interruption,
  being stopped any payments, without prejudice of foreseen
  penalties.


  10 - TENTH CLAUSE - GOVERNING LAW

  10.01 - This Agreement shall be governed  by the laws of
  Alagoas State, Brazil.

  Witness whereof the parties execute 3 counterparts of this
  Agreement  in the presence of 2 witnesses.

  Maceio, 28 november 1997

  by ESTB:


  ____________________________________
___________________________________


  by CONTRATADO:


  _____________________________________
_____________________________________


  Witness:


  _____________________________________
_____________________________________



<PAGE>
<PAGE>
  TELECOMUNICACOES DE MATO GROSSO DO SUL S/A - TELEMS


  Contract No AS/44000/4200/052/97

  Agreement made between TELECOMUNICACOES DE MATO GROSSO DO
  SUL  S/A - TELEMS, and AMERICAN BANK NOTE COMPANY GRAFICA E
  SERVICOS LTDA., whose registered office is at Rua Peter
  Lund, 146, Sao Cristovao, Rio de Janeiro, enrolled at CGC/MF
  under number 33.113.309/0001-47.

  In one side TELECOMUNICACOES DE MATO GROSSO DO SUL S/A -
  TELEMS, with its main office at Rua Tapajos, 660, Cruzeiro,
  in Campo Grande city, State of Mato Grosso do Sul, enrolled
  at CGC/MF   under    number   03.466.521/0001-27, in this
  act represented by its legal representatives signed below
  hereinafter referred as ESTB, and on the other side the
  above referred company, in this act represented by its legal
  representatives signed below, hereinafter referred as
  CONTRATADO, agree to enter this Agreement under the
  following terms and conditions described below.

  l. FIRST CLAUSE - SUBJECT

  1.01 - The subject of this Agreement is manufacturing and
  supply by CONTRATADO of 4.800.000 inductive cards each of
  20, 50, 90 and 100 units, with technology transferred by
  TELEBRAS, for the period  between december/97 to
  november/98, with an option of manufacturing and supply an
  addicional amount of 5.700.000 inductive cards for the
  period between december/98 to november/99, including:

  a)  substract  preparation, image transfer, chemical
  processing, sealing, graphic printing on both sides,
  individual final cut, security system against frauds and
  misuse or any other process result from transferred
  technology once it is approved by TELEBRAS in order to
  guarantee the technological compatibility with the Inductive
  Public Phone System.

  b) manufacturing of all necessary photolithos.

  c) Manufacturing of all cards in conformity with the
  PD.21.TP.H3D.0006A/AC-01 document  (100-C Inductive Card
  Unit - Acceptance's Specification), which is an integrant
  part of the process of  inductive technology transfer of
  TELEBRAS and the respective updates which can be introduced.

  d) Packing in 200 card boxes, which must be packing in 2.000
  card boxes, which must be packing in 10.000 card boxes,
  except if accorded diferentely between the parties. All
  boxes must be resistant, identificated, weighted, and closed
  with security sealing wax in order to storage, transport and
  distribution.

   1.02 - 10.000 units is the minimum quantity stablished for
  cards by picture. For manufacturing up to 49.999 cards by
  picture, is allowed to the CONTRATADO increase in 20% the
  unitary price accorded to cover the production fixed costs.

  1.03 - The cards will be delivered directly to ESTB
  storehouses by security transport and with an insurance in
  the sales price of the card to the final consumer (number of
  card's credit versus the credit value in Real), in the
  quantities described in the fisic delivery chronogram which
  is part of ANNEX IV.


  2 - SECOND CLAUSE - DOCUMENTS

  (A) PARTS OF THE CONTRACT


  2.01 - The following documents make part of this Agreement
  as if in this one they were transcribed, which the both
  parts declare to have knowledge.


  - ANNEX I  - Penalties.
  - ANNEX II - Prices Adjustment
  - ANNEX III - Materials and Equipment conditions of
  contracting (version no 02/jun/97).
  - ANNEX IV - Fisic Chronogram
  Bidding Edictal no 0663/97 - TELEPAR of Bid CO-0080/97 - SDC
  and its annex.


  2.02 - In case of  divergence between the integrants
  documents and this Agreement, the last one will predominate.

  2.03 - The documents referred in this clause are considered
  sufficient to, in complement to this Agreement, define its
  extension and pretension, and this way conduct the execution
  of the contracted subject under the highest paterns of the
  actual technic..

  2.04 - In case of doubts in the execution of this Agreement,
  this should be settled in order to attend  the specification
  showed by ESTB as minimum essential conditions to be
  satisfied by CONTRATADO.

  2.05 - From the signature of this Agreement on, all
  additament terms celebrated and the ones that  involves any
  alteration of the contractual condition comes to be
  aplicable to this Agreement, unless  agreed  by both parties
  in writing  on their behalf by authorized officer of each
  party, always observing the limits and legal formalities.

  (B) APPLICABLE TO THE CONTRACT

  2.06 - It is applicable to this Agreement the CONTRATADO's
  Proposal as of November 13, 1997.


  3 - THIRD CLAUSE - PRICES

  3.01 - The contracted  prices have as base-date the day of
  November 13, 1997 and, observed the legislation in force at
  the time of each payment, they will be readjusted anually in
  accordance with the established formula in the annex of this
  Agreement.

  3.02 - In case of  contractions which duration term is lower
  than twelve months, the prices only will be readjusted  on
  the hipotese of fisic events after one year from base-date
  of prices, or in function of delays in which the CONTRATADO
  is not responsable, and in cases of additaments for the
  increase of quantities or  prorrogation of the period of
  validity.

  3.03 - The ESTB will pay for the subject of the present
  Agreement the unitary price of R$ 0,37, independent of the
  credit number.

  3.04 - The price includes the payment for the Contract of
  Transfer of Technology - FTI and cards storage costs,
  freights, transportation insurance, social contributions
  such as COFINS and PIS/PASEP and others, and excluding the
  value taxes such as IPI and ICMS.

  4 - FOURTH CLAUSE - PAYMENT CONDITIONS

  4.01 - The values generated by the Agreement will be payed
  by ESTB to CONTRATADO in the conditions related on ANNEX III
  - Materials and Equipments Conditions of  Contration
  (version no 02 - Jun/97).

  5 - FIFTH CLAUSE - TERMS, AMOUNTS AND DELIVERY SITES

  5.01 - The term of cards' delivery  subject of this
  Agreement must follow the monthly amount established on the
  ANNEX IV, counted from the first month of supply on.

  5.02 - The amount of contracted cards in the month and not
  delivered up to the end of respective month, could be
  deducted from the purchase obligations by ESTB independent
  of aplication of fine and contractual penalties.

  5.03 - ESTB will define the quantity of  cards' credit (20,
  50, 90 and 100), up to the first useful day of previous
  month to the delivery of cards. If this not occur, the
  CONTRATADO will be authorized to manufacture the total
  amount of the month in cards of 20 credits.

  5.04 - For each type of card established in the subject of
  this Agreement, ESTB will define one or more picture for
  them.

  5.05 - ESTB will provide, in advance to the cards' delivery
  term, the chromo and final art of each type of card  to be
  printed, as well as the code and the back side text.

  5.06 - ESTB will make the formal acceptance of the proofs of
  each card with up to 20 days before the delivery term and
  will determinate the quantity of cards by picture.  If this
  not occur, the CONTRATADO will be authorized to manufacture
  the cards with the last picture defined for each type of
  card.

  5.07 - The cards' rejection will not import  in alteration
  of Fisic Chronogram of delivery established on ANNEX IV.

  5.08 - Delivery Site: The cards must be delivered, directly,
  in the storehouse  indicated by ESTB.

  6 - SIXTH CLAUSE - OBLIGATIONS OF CONTRATADO

  6.01 -  Provide all materials and services which have not
  been explicitly surveyed in the Proposals to ensure that it
  can complete its contractual requirements pursuant to this
  Agreement, as well as incorporate technological and
  manufacturing  process  alterations that may have resulted
  from the technological development of the process or the
  product.

  6.02 - Undertake all duties and responsabilities  that may
  arise out of the subject of this Agreement.

  6.03 - Employ the best engineering techniques, on the behalf
  of  TELEBRAS, should the Parties  prove their inability  to
  agree on specifications.

  6.04 - Allow ESTB ou whom it indicates to follow and inspect
  all phases of the Project, building of the Industrial Line,
  manufacturing  and plant tests of all equipment and cards
  subject to this Agreement and grant access to the production
  process information.

  6.05 - Gurantee all measures required in order to import
  equipment, components  and all the necessary to carry out
  its obligations under this Agreement.

  6.06 - Not modify  the lay-out of the card unless upon
  authorization granted by TELEBRAS.

  6.07 - Not modify the productive process presented in the
  approved project by TELEBRAS without prior negotiation with
  TELEBRAS.

  6.08 - Keep an authorised representative, during the term of
  this Agreement, entitled to hold responsability for solving
  any problems that may arise during the Project with no costs
  to ESTB.

  6.09 - Undertake entire responsibility with respect to all
  manufacturing and supplying aspects, being the sole
  accountable before TELEBRAS for fulfilling the contract
  dispositions, arise from sub-contracting as well as
  justification of delay from the proponent.

  6.10 - Manufacture the product in Brazil.

  6.11 - Improve  fisic savety device  using electronic
  blockade, camera and manuals sensors that guarantee the
  access and monitorament of people in all areas related to
  the production, impression, storage and delivery of phone
  cards.

  6.12 - Improve the following fisic security systems in the
  production process.

  a) Register in all phases of productive process of the phone
  card which allow to check possibles diversion in each phase,
  including electronic control in the tests area.

  b) Procedure of  the trituration of phone cards and damage
  panels, able to  guarantee the register and control of all
  that is triturated, showing date, hour, month, year, people
  involved and destiny fo the tritured material.

  c) Storage, accounting and delivery system of phone cards,
  able to guarantee the fisic and account  security of cards,
  as well as the register and the control of entrance and exit
  of people and phone cards.

  d) Other necessary  procedures to guarantee the total fisic
  security of production process.

  6.13 - Give to ESTB or another entity indicates by ESTB the
  necessary means to remote monitorization with the system of
  tests and supervision implanted.

  6.14  -  The measures mentioned on itens 6.11, 6.12 and 6.13
  should be previously approved by TELEBRAS, before the
  beginning of the supplying and must be in continuously
  evolution in order to guarantee  the total and complete
  fisic security , since its production until the delivery at
  ESTB storehouse.

  6.15  - Constitution of an organizacional area responsable
  for the patrimonial and fisic security, for the inspection
  of rejects during the productive process, photolytos and
  plates, and for the accompaniment of  sales of useless parts
  and equipments. This organizacional area could not be under
  direct or indirect subordination of any organizacional area
  related to the production, storage and delivery of the phone
  cards.

  6.16 - Preparation of  fluxograms representing the
  production process, commercialization, storage and delivery
  of phone cards, which will be under analyse by TELEBRAS.

  6.17 - If the CONTRATADO use prices inferior to the one used
  in the Agreement with any other company that explore the
  Public Phone Card  System  which do not belong to TELEBRAS
  system, such price will be used in this Agreement, from the
  moment on what the same was used, so the CONTRATADO must
  compensate ESTB for any difference verified in the invoice.

  7 - SEVENTH CLAUSE - PERIOD OF VALIDITY

  7.01 - The present Agreement has the duration of 12 months,
  counted from its signature, which can be renewed, for iqual
  period, in case of ESTB option.

  8 - EIGHTH CLAUSE - PENALTIES

  8.01 - For not executed total ou partial this Agreement, the
  CONTRATADO is submited to the payment of fines calculated in
  accordance with the annex regarding Penalties. The critical
  factor that represents the letter "F" from the calculation
  formula of penalties is of 2.

  8.02 - The CONTRATADO will proceed the payment of fines if
  it was constated  in the market cards that is  not
  commercialized by ESTB. The penalties is of 5% over the
  total amount contracted, without prejudice of losts, injury
  and ceasing profit proceeding from this problem. ESTB can
  proceed the termination of this Agreement.

  8.03 - If it was constated that CONTRATADO is
  commercializing cards for fisic people or juridical that not
  explore the Public Phone Services by inductive cards and
  that are not authorized by TELEBRAS, the Agreement will be,
  immediately, terminated, accruing to the CONTRATADO the
  payment of compensatory fine of 30% over the total amount
  contracted, without prejudice of losts, injury or ceasing
  profit proceeding from this problem.

  9 - NINTH CLAUSE - GENERAL CONDITIONS

  9.01 - The present Agreement is being firmed according to
  the Bidding Edictal  no 0663/97 - TELEPAR ( Bid no 0080/97
  SDC).

  9.02 - The resources for the execution fo this Agreement are
  assured  in the ESTB General Budget.

  9.03 - The parties are submited to the disposition fo Law no
  8.666, from 21.06.93.

  9.04 - The CONTRATADO can just start the cards' supply after
  its qualification by TELEBRAS.

  9.05 - In case of  not compliment, by the CONTRATADO, of any
  obligation, ESTB can determine the supply interruption,
  being stopped any payments, without prejudice of foreseen
  penalties.


  10 - TENTH CLAUSE - GOVERNING LAW

  10.01 - This Agreement shall be governed  by the laws of
  Mato Grosso do Sul State, Brazil.

  Witness whereof the parties execute 3 counterparts of this
  Agreement  in the presence of 2 witnesses.

  Campo Grande, 28 november 1997

  by ESTB:


  ____________________________________
___________________________________


  by CONTRATADO:


  _____________________________________
_____________________________________


  Witness:


  _____________________________________
_____________________________________



<PAGE>
<PAGE>
  TELECOMUNICACOES DO RIO DE JANEIRO S/A - TELERJ


  Contract No 2525-DA-97-C

  Agreement made between TELECOMUNICACOES DO RIO DE JANEIRO
  S/A - TELERJ, and AMERICAN BANK NOTE COMPANY GRAFICA E
  SERVICOS LTDA., whose registered office is at Rua Peter
  Lund, 146, S o Cristov o, Rio de Janeiro, enrolled at CGC/MF
  under number 33.113.309/0001-47.

  In one side TELECOMUNICACOES DO RIO DE JANEIRO S/A - TELERJ,
  with its main office at Av. Presidente Vargas, 2.560, in Rio
  de Janeiro city, State of Rio de Janeiro, enrolled at CGC/MF
   under    number   33.000.118/0001-79, in this act
  represented by its legal representatives signed below
  hereinafter referred as ESTB, and on the other side the
  above referred company, in this act represented by its legal
  representatives signed below, hereinafter referred as
  CONTRATADO, agree to enter this Agreement under the
  following terms and conditions described below.

  l. FIRST CLAUSE - SUBJECT

  1.01 - The subject of this Agreement is manufacturing and
  supply by CONTRATADO of 38.400.000 inductive cards each of
  20, 50, 90 and 100 units, with technology transferred by
  TELEBRAS, for the period  between december/97 to
  november/98, with an option of manufacturing and supply an
  addicional amount of 45.600.000 inductive cards for the
  period between december/98 to november/99, including:

  a)  substract  preparation, image transfer, chemical
  processing, sealing, graphic printing on both sides,
  individual final cut, security system against frauds and
  misuse or any other process result from transferred
  technology once it is approved by TELEBRAS in order to
  guarantee the technological compatibility with the Inductive
  Public Phone System.

  b) manufacturing of all necessary photolithos.

  c) Manufacturing of all cards in conformity with the
  PD.21.TP.H3D.0006A/AC-01 document  (100-C Inductive Card
  Unit - Acceptance's Specification), which is an integrant
  part of the process of  inductive technology transfer of
  TELEBRAS and the respective updates which can be introduced.

  d) Packing in 200 card boxes, which must be packing in 2.000
  card boxes, which must be packing in 10.000 card boxes,
  except if accorded diferentely between the parties. All
  boxes must be resistant, identificated, weighted, and closed
  with security sealing wax in order to storage, transport and
  distribution.

   1.02 - 10.000 units is the minimum quantity stablished for
  cards by picture. For manufacturing up to 49.999 cards by
  picture, is allowed to the CONTRATADO increase in 20% the
  unitary price accorded to cover the production fixed costs.

  1.03 - The cards will be delivered directly to ESTB
  storehouses by security transport and with an insurance in
  the sales price of the card to the final consumer (number of
  card's credit versus the credit value in Real), in the
  quantities described in the fisic delivery chronogram which
  is part of ANNEX IV.


  2 - SECOND CLAUSE - DOCUMENTS

  (A) PARTS OF THE CONTRACT


  2.01 - The following documents make part of this Agreement
  as if in this one they were transcribed, which the both
  parts declare to have knowledge.


  - ANNEX I  - Penalties.
  - ANNEX II - Prices Adjustment
  - ANNEX III - Materials and Equipment conditions of
  contracting (version no 02/jun/97).
  - ANNEX IV - Fisic Chronogram
  Bidding Edictal no 0663/97 - TELEPAR of Bid CO-0080/97 - SDC
  and its annex.


  2.02 - In case of  divergence between the integrants
  documents and this Agreement, the last one will predominate.

  2.03 - The documents referred in this clause are considered
  sufficient to, in complement to this Agreement, define its
  extension and pretension, and this way conduct the execution
  of the contracted subject under the highest paterns of the
  actual technic..

  2.04 - In case of doubts in the execution of this Agreement,
  this should be settled in order to attend  the specification
  showed by ESTB as minimum essential conditions to be
  satisfied by CONTRATADO.

  2.05 - From the signature of this Agreement on, all
  additament terms celebrated and the ones that  involves any
  alteration of the contractual condition comes to be
  aplicable to this Agreement, unless  agreed  by both parties
  in writing  on their behalf by authorized officer of each
  party, always observing the limits and legal formalities.

  (B) APPLICABLE TO THE CONTRACT

  2.06 - It is applicable to this Agreement the CONTRATADO's
  Proposal as of November 13, 1997.


  3 - THIRD CLAUSE - PRICES

  3.01 - The contracted  prices have as base-date the day of
  November 13, 1997 and, observed the legislation in force at
  the time of each payment, they will be readjusted anually in
  accordance with the established formula in the annex of this
  Agreement.

  3.02 - In case of  contractions which duration term is lower
  than twelve months, the prices only will be readjusted  on
  the hipotese of fisic events after one year from base-date
  of prices, or in function of delays in which the CONTRATADO
  is not responsable, and in cases of additaments for the
  increase of quantities or  prorrogation of the period of
  validity.

  3.03 - The ESTB will pay for the subject of the present
  Agreement the unitary price of R$ 0,37, independent of the
  credit number.

  3.04 - The price includes the payment for the Contract of
  Transfer of Technology - FTI and cards storage costs,
  freights, transportation insurance, social contributions
  such as COFINS and PIS/PASEP and others, and excluding the
  value taxes such as IPI and ICMS.

  4 - FOURTH CLAUSE - PAYMENT CONDITIONS

  4.01 - The values generated by the Agreement will be payed
  by ESTB to CONTRATADO in the conditions related on ANNEX III
  - Materials and Equipments Conditions of  Contration
  (version no 02 - Jun/97).

  5 - FIFTH CLAUSE - TERMS, AMOUNTS AND DELIVERY SITES

  5.01 - The term of cards' delivery  subject of this
  Agreement must follow the monthly amount established on the
  ANNEX IV, counted from the first month of supply on.

  5.02 - The amount of contracted cards in the month and not
  delivered up to the end of respective month, could be
  deducted from the purchase obligations by ESTB independent
  of aplication of fine and contractual penalties.

  5.03 - ESTB will define the quantity of  cards' credit (20,
  50, 90 and 100), up to the first useful day of previous
  month to the delivery of cards. If this not occur, the
  CONTRATADO will be authorized to manufacture the total
  amount of the month in cards of 20 credits.

  5.04 - For each type of card established in the subject of
  this Agreement, ESTB will define one or more picture for
  them.

  5.05 - ESTB will provide, in advance to the cards' delivery
  term, the chromo and final art of each type of card  to be
  printed, as well as the code and the back side text.

  5.06 - ESTB will make the formal acceptance of the proofs of
  each card with up to 20 days before the delivery term and
  will determinate the quantity of cards by picture.  If this
  not occur, the CONTRATADO will be authorized to manufacture
  the cards with the last picture defined for each type of
  card.

  5.07 - The cards' rejection will not import  in alteration
  of Fisic Chronogram of delivery established on ANNEX IV.

  5.08 - Delivery Site: The cards must be delivered, directly,
  in the storehouse  indicated by ESTB.

  6 - SIXTH CLAUSE - OBLIGATIONS OF CONTRATADO

  6.01 -  Provide all materials and services which have not
  been explicitly surveyed in the Proposals to ensure that it
  can complete its contractual requirements pursuant to this
  Agreement, as well as incorporate technological and
  manufacturing  process  alterations that may have resulted
  from the technological development of the process or the
  product.

  6.02 - Undertake all duties and responsabilities  that may
  arise out of the subject of this Agreement.

  6.03 - Employ the best engineering techniques, on the behalf
  of  TELEBRAS, should the Parties  prove their inability  to
  agree on specifications.

  6.04 - Allow ESTB ou whom it indicates to follow and inspect
  all phases of the Project, building of the Industrial Line,
  manufacturing  and plant tests of all equipment and cards
  subject to this Agreement and grant access to the production
  process information.

  6.05 - Gurantee all measures required in order to import
  equipment, components  and all the necessary to carry out
  its obligations under this Agreement.

  6.06 - Not modify  the lay-out of the card unless upon
  authorization granted by TELEBRAS.

  6.07 - Not modify the productive process presented in the
  approved project by TELEBRAS without prior negotiation with
  TELEBRAS.

  6.08 - Keep an authorised representative, during the term of
  this Agreement, entitled to hold responsability for solving
  any problems that may arise during the Project with no costs
  to ESTB.

  6.09 - Undertake entire responsibility with respect to all
  manufacturing and supplying aspects, being the sole
  accountable before TELEBRAS for fulfilling the contract
  dispositions, arise from sub-contracting as well as
  justification of delay from the proponent.

  6.10 - Manufacture the product in Brazil.

  6.11 - Improve  fisic savety device  using electronic
  blockade, camera and manuals sensors that guarantee the
  access and monitorament of people in all areas related to
  the production, impression, storage and delivery of phone
  cards.

  6.12 - Improve the following fisic security systems in the
  production process.

  a) Register in all phases of productive process of the phone
  card which allow to check possibles diversion in each phase,
  including electronic control in the tests area.

  b) Procedure of  the trituration of phone cards and damage
  panels, able to  guarantee the register and control of all
  that is triturated, showing date, hour, month, year, people
  involved and destiny fo the tritured material.

  c) Storage, accounting and delivery system of phone cards,
  able to guarantee the fisic and account  security of cards,
  as well as the register and the control of entrance and exit
  of people and phone cards.

  d) Other necessary  procedures to guarantee the total fisic
  security of production process.

  6.13 - Give to ESTB or another entity indicates by ESTB the
  necessary means to remote monitorization with the system of
  tests and supervision implanted.

  6.14  -  The measures mentioned on itens 6.11, 6.12 and 6.13
  should be previously approved by TELEBRAS, before the
  beginning of the supplying and must be in continuously
  evolution in order to guarantee  the total and complete
  fisic security , since its production until the delivery at
  ESTB storehouse.

  6.15  - Constitution of an organizacional area responsable
  for the patrimonial and fisic security, for the inspection
  of rejects during the productive process, photolytos and
  plates, and for the accompaniment of  sales of useless parts
  and equipments. This organizacional area could not be under
  direct or indirect subordination of any organizacional area
  related to the production, storage and delivery of the phone
  cards.

  6.16 - Preparation of  fluxograms representing the
  production process, commercialization, storage and delivery
  of phone cards, which will be under analyse by TELEBRAS.

  6.17 - If the CONTRATADO use prices inferior to the one used
  in the Agreement with any other company that explore the
  Public Phone Card  System  which do not belong to TELEBRAS
  system, such price will be used in this Agreement, from the
  moment on what the same was used, so the CONTRATADO must
  compensate ESTB for any difference verified in the invoice.

  7 - SEVENTH CLAUSE - PERIOD OF VALIDITY

  7.01 - The present Agreement has the duration of 12 months,
  counted from its signature, which can be renewed, for iqual
  period, in case of ESTB option.

  8 - EIGHTH CLAUSE - PENALTIES

  8.01 - For not executed total ou partial this Agreement, the
  CONTRATADO is submited to the payment of fines calculated in
  accordance with the annex regarding Penalties. The critical
  factor that represents the letter "F" from the calculation
  formula of penalties is of 2.

  8.02 - The CONTRATADO will proceed the payment of fines if
  it was constated  in the market cards that is  not
  commercialized by ESTB. The penalties is of 5% over the
  total amount contracted, without prejudice of losts, injury
  and ceasing profit proceeding from this problem. ESTB can
  proceed the termination of this Agreement.

  8.03 - If it was constated that CONTRATADO is
  commercializing cards for fisic people or juridical that not
  explore the Public Phone Services by inductive cards and
  that are not authorized by TELEBRAS, the Agreement will be,
  immediately, terminated, accruing to the CONTRATADO the
  payment of compensatory fine of 30% over the total amount
  contracted, without prejudice of losts, injury or ceasing
  profit proceeding from this problem.

  9 - NINTH CLAUSE - GENERAL CONDITIONS

  9.01 - The present Agreement is being firmed according to
  the Bidding Edictal  no 0663/97 - TELEPAR ( Bid no 0080/97
  SDC).

  9.02 - The resources for the execution fo this Agreement are
  assured  in the ESTB General Budget.

  9.03 - The parties are submited to the disposition fo Law no
  8.666, from 21.06.93.

  9.04 - The CONTRATADO can just start the cards' supply after
  its qualification by TELEBRAS.

  9.05 - In case of  not compliment, by the CONTRATADO, of any
  obligation, ESTB can determine the supply interruption,
  being stopped any payments, without prejudice of foreseen
  penalties.


  10 - TENTH CLAUSE - GOVERNING LAW

  10.01 - This Agreement shall be governed  by the laws of Rio
  de Janeiro State, Brazil.

  Witness whereof the parties execute 3 counterparts of this
  Agreement  in the presence of 2 witnesses.

  Rio de Janeiro, 28 november 1997

  by ESTB:


  ____________________________________
___________________________________


  by CONTRATADO:


  _____________________________________
_____________________________________


  Witness:


  _____________________________________
_____________________________________


     
<PAGE>
<PAGE>
  TELECOMUNICACOES DE RONDONIA S/A - TELERON


  Contract No EPET.3231.2.0001/97

  Agreement made between TELECOMUNICACOES DE RONDONIA S/A -
  TELERON, and AMERICAN BANK NOTE COMPANY GRAFICA E SERVICOS
  LTDA., whose registered office is at Rua Peter Lund, 146,
  Sao Cristovao, Rio de Janeiro, enrolled at CGC/MF under
  number 33.113.309/0001-47.

  In one side TELECOMUNICACOES DE RONDONIA S/A - TELERON, with
  its main office at Av. Lauro Sodre, 3.290, Tanques, in Porto
  Velho city, State of RondOnia, enrolled at CGC/MF   under
  number   05.904.883/0001-88, in this act represented by its
  legal representatives signed below hereinafter referred as
  ESTB, and on the other side the above referred company, in
  this act represented by its legal representatives signed
  below, hereinafter referred as  CONTRATADO, agree to enter
  this Agreement under the following terms and conditions
  described below.

  l. FIRST CLAUSE - SUBJECT

  1.01 - The subject of this Agreement is manufacturing and
  supply by CONTRATADO of 2.400.000 inductive cards each of
  20, 50, 90 and 100 units, with technology transferred by
  TELEBRAS, for the period  between december/97 to
  november/98, with an option of manufacturing and supply an
  addicional amount of 3.360.000 inductive cards for the
  period between december/98 to november/99, including:

  a)  substract  preparation, image transfer, chemical
  processing, sealing, graphic printing on both sides,
  individual final cut, security system against frauds and
  misuse or any other process result from transferred
  technology once it is approved by TELEBRAS in order to
  guarantee the technological compatibility with the Inductive
  Public Phone System.

  b) manufacturing of all necessary photolithos.

  c) Manufacturing of all cards in conformity with the
  PD.21.TP.H3D.0006A/AC-01 document  (100-C Inductive Card
  Unit - Acceptance's Specification), which is an integrant
  part of the process of  inductive technology transfer of
  TELEBRAS and the respective updates which can be introduced.

  d) Packing in 200 card boxes, which must be packing in 2.000
  card boxes, which must be packing in 10.000 card boxes,
  except if accorded diferentely between the parties. All
  boxes must be resistant, identificated, weighted, and closed
  with security sealing wax in order to storage, transport and
  distribution.

   1.02 - 10.000 units is the minimum quantity stablished for
  cards by picture. For manufacturing up to 49.999 cards by
  picture, is allowed to the CONTRATADO increase in 20% the
  unitary price accorded to cover the production fixed costs.

  1.03 - The cards will be delivered directly to ESTB
  storehouses by security transport and with an insurance in
  the sales price of the card to the final consumer (number of
  card's credit versus the credit value in Real), in the
  quantities described in the fisic delivery chronogram which
  is part of ANNEX IV.


  2 - SECOND CLAUSE - DOCUMENTS

  (A) PARTS OF THE CONTRACT


  2.01 - The following documents make part of this Agreement
  as if in this one they were transcribed, which the both
  parts declare to have knowledge.


  - ANNEX I  - Penalties.
  - ANNEX II - Prices Adjustment
  - ANNEX III - Materials and Equipment conditions of
  contracting (version no 02/jun/97).
  - ANNEX IV - Fisic Chronogram
  Bidding Edictal no 0663/97 - TELEPAR of Bid CO-0080/97 - SDC
  and its annex.


  2.02 - In case of  divergence between the integrants
  documents and this Agreement, the last one will predominate.

  2.03 - The documents referred in this clause are considered
  sufficient to, in complement to this Agreement, define its
  extension and pretension, and this way conduct the execution
  of the contracted subject under the highest paterns of the
  actual technic..

  2.04 - In case of doubts in the execution of this Agreement,
  this should be settled in order to attend  the specification
  showed by ESTB as minimum essential conditions to be
  satisfied by CONTRATADO.

  2.05 - From the signature of this Agreement on, all
  additament terms celebrated and the ones that  involves any
  alteration of the contractual condition comes to be
  aplicable to this Agreement, unless  agreed  by both parties
  in writing  on their behalf by authorized officer of each
  party, always observing the limits and legal formalities.

  (B) APPLICABLE TO THE CONTRACT

  2.06 - It is applicable to this Agreement the CONTRATADO's
  Proposal as of November 13, 1997.


  3 - THIRD CLAUSE - PRICES

  3.01 - The contracted  prices have as base-date the day of
  November 13, 1997 and, observed the legislation in force at
  the time of each payment, they will be readjusted anually in
  accordance with the established formula in the annex of this
  Agreement.

  3.02 - In case of  contractions which duration term is lower
  than twelve months, the prices only will be readjusted  on
  the hipotese of fisic events after one year from base-date
  of prices, or in function of delays in which the CONTRATADO
  is not responsable, and in cases of additaments for the
  increase of quantities or  prorrogation of the period of
  validity.

  3.03 - The ESTB will pay for the subject of the present
  Agreement the unitary price of R$ 0,37, independent of the
  credit number.

  3.04 - The price includes the payment for the Contract of
  Transfer of Technology - FTI and cards storage costs,
  freights, transportation insurance, social contributions
  such as COFINS and PIS/PASEP and others, and excluding the
  value taxes such as IPI and ICMS.

  4 - FOURTH CLAUSE - PAYMENT CONDITIONS

  4.01 - The values generated by the Agreement will be payed
  by ESTB to CONTRATADO in the conditions related on ANNEX III
  - Materials and Equipments Conditions of  Contration
  (version no 02 - Jun/97).

  5 - FIFTH CLAUSE - TERMS, AMOUNTS AND DELIVERY SITES

  5.01 - The term of cards' delivery  subject of this
  Agreement must follow the monthly amount established on the
  ANNEX IV, counted from the first month of supply on.

  5.02 - The amount of contracted cards in the month and not
  delivered up to the end of respective month, could be
  deducted from the purchase obligations by ESTB independent
  of aplication of fine and contractual penalties.

  5.03 - ESTB will define the quantity of  cards' credit (20,
  50, 90 and 100), up to the first useful day of previous
  month to the delivery of cards. If this not occur, the
  CONTRATADO will be authorized to manufacture the total
  amount of the month in cards of 20 credits.

  5.04 - For each type of card established in the subject of
  this Agreement, ESTB will define one or more picture for
  them.

  5.05 - ESTB will provide, in advance to the cards' delivery
  term, the chromo and final art of each type of card  to be
  printed, as well as the code and the back side text.

  5.06 - ESTB will make the formal acceptance of the proofs of
  each card with up to 20 days before the delivery term and
  will determinate the quantity of cards by picture.  If this
  not occur, the CONTRATADO will be authorized to manufacture
  the cards with the last picture defined for each type of
  card.

  5.07 - The cards' rejection will not import  in alteration
  of Fisic Chronogram of delivery established on ANNEX IV.

  5.08 - Delivery Site: The cards must be delivered, directly,
  in the storehouse  indicated by ESTB.

  6 - SIXTH CLAUSE - OBLIGATIONS OF CONTRATADO

  6.01 -  Provide all materials and services which have not
  been explicitly surveyed in the Proposals to ensure that it
  can complete its contractual requirements pursuant to this
  Agreement, as well as incorporate technological and
  manufacturing  process  alterations that may have resulted
  from the technological development of the process or the
  product.

  6.02 - Undertake all duties and responsabilities  that may
  arise out of the subject of this Agreement.

  6.03 - Employ the best engineering techniques, on the behalf
  of  TELEBRAS, should the Parties  prove their inability  to
  agree on specifications.

  6.04 - Allow ESTB ou whom it indicates to follow and inspect
  all phases of the Project, building of the Industrial Line,
  manufacturing  and plant tests of all equipment and cards
  subject to this Agreement and grant access to the production
  process information.

  6.05 - Gurantee all measures required in order to import
  equipment, components  and all the necessary to carry out
  its obligations under this Agreement.

  6.06 - Not modify  the lay-out of the card unless upon
  authorization granted by TELEBRAS.

  6.07 - Not modify the productive process presented in the
  approved project by TELEBRAS without prior negotiation with
  TELEBRAS.

  6.08 - Keep an authorised representative, during the term of
  this Agreement, entitled to hold responsability for solving
  any problems that may arise during the Project with no costs
  to ESTB.

  6.09 - Undertake entire responsibility with respect to all
  manufacturing and supplying aspects, being the sole
  accountable before TELEBRAS for fulfilling the contract
  dispositions, arise from sub-contracting as well as
  justification of delay from the proponent.

  6.10 - Manufacture the product in Brazil.

  6.11 - Improve  fisic savety device  using electronic
  blockade, camera and manuals sensors that guarantee the
  access and monitorament of people in all areas related to
  the production, impression, storage and delivery of phone
  cards.

  6.12 - Improve the following fisic security systems in the
  production process.

  a) Register in all phases of productive process of the phone
  card which allow to check possibles diversion in each phase,
  including electronic control in the tests area.

  b) Procedure of  the trituration of phone cards and damage
  panels, able to  guarantee the register and control of all
  that is triturated, showing date, hour, month, year, people
  involved and destiny fo the tritured material.

  c) Storage, accounting and delivery system of phone cards,
  able to guarantee the fisic and account  security of cards,
  as well as the register and the control of entrance and exit
  of people and phone cards.

  d) Other necessary  procedures to guarantee the total fisic
  security of production process.

  6.13 - Give to ESTB or another entity indicates by ESTB the
  necessary means to remote monitorization with the system of
  tests and supervision implanted.

  6.14  -  The measures mentioned on itens 6.11, 6.12 and 6.13
  should be previously approved by TELEBRAS, before the
  beginning of the supplying and must be in continuously
  evolution in order to guarantee  the total and complete
  fisic security , since its production until the delivery at
  ESTB storehouse.

  6.15  - Constitution of an organizacional area responsable
  for the patrimonial and fisic security, for the inspection
  of rejects during the productive process, photolytos and
  plates, and for the accompaniment of  sales of useless parts
  and equipments. This organizacional area could not be under
  direct or indirect subordination of any organizacional area
  related to the production, storage and delivery of the phone
  cards.

  6.16 - Preparation of  fluxograms representing the
  production process, commercialization, storage and delivery
  of phone cards, which will be under analyse by TELEBRAS.

  6.17 - If the CONTRATADO use prices inferior to the one used
  in the Agreement with any other company that explore the
  Public Phone Card  System  which do not belong to TELEBRAS
  system, such price will be used in this Agreement, from the
  moment on what the same was used, so the CONTRATADO must
  compensate ESTB for any difference verified in the invoice.

  7 - SEVENTH CLAUSE - PERIOD OF VALIDITY

  7.01 - The present Agreement has the duration of 12 months,
  counted from its signature, which can be renewed, for iqual
  period, in case of ESTB option.

  8 - EIGHTH CLAUSE - PENALTIES

  8.01 - For not executed total ou partial this Agreement, the
  CONTRATADO is submited to the payment of fines calculated in
  accordance with the annex regarding Penalties. The critical
  factor that represents the letter "F" from the calculation
  formula of penalties is of 2.

  8.02 - The CONTRATADO will proceed the payment of fines if
  it was constated  in the market cards that is  not
  commercialized by ESTB. The penalties is of 5% over the
  total amount contracted, without prejudice of losts, injury
  and ceasing profit proceeding from this problem. ESTB can
  proceed the termination of this Agreement.

  8.03 - If it was constated that CONTRATADO is
  commercializing cards for fisic people or juridical that not
  explore the Public Phone Services by inductive cards and
  that are not authorized by TELEBRAS, the Agreement will be,
  immediately, terminated, accruing to the CONTRATADO the
  payment of compensatory fine of 30% over the total amount
  contracted, without prejudice of losts, injury or ceasing
  profit proceeding from this problem.

  9 - NINTH CLAUSE - GENERAL CONDITIONS

  9.01 - The present Agreement is being firmed according to
  the Bidding Edictal  no 0663/97 - TELEPAR ( Bid no 0080/97
  SDC).

  9.02 - The resources for the execution fo this Agreement are
  assured  in the ESTB General Budget.

  9.03 - The parties are submited to the disposition fo Law no
  8.666, from 21.06.93.

  9.04 - The CONTRATADO can just start the cards' supply after
  its qualification by TELEBRAS.

  9.05 - In case of  not compliment, by the CONTRATADO, of any
  obligation, ESTB can determine the supply interruption,
  being stopped any payments, without prejudice of foreseen
  penalties.


  10 - TENTH CLAUSE - GOVERNING LAW

  10.01 - This Agreement shall be governed  by the laws of
  RondOnia State, Brazil.

  Witness whereof the parties execute 3 counterparts of this
  Agreement  in the presence of 2 witnesses.

  Porto Velho, 01 december 1997

  by ESTB:


  ____________________________________
___________________________________


  by CONTRATADO:


  _____________________________________
_____________________________________


  Witness:


  _____________________________________
_____________________________________