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                                                                    EXHIBIT 4.12

                  ITSA-INTERCONTINENTAL TELECOMUNICACOES LTDA.

                        12% Senior Secured Notes due 2004

No. 1                                                          US$35,000,000
                                                        CUSIP No. 450637 AA1



ITSA-Intercontinental Telecomunicacoes Ltda., a Brazilian limited liability

company  (the "Company") promises to pay to Cede & Co. or registered assigns,

the principal sum of $35,000,000 Dollars on December 20, 2004 Interest Payment

Dates: June 20 and December 20 of each year, commencing on December 20, 2000.

Record Dates: June 1 and December 1.

         THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITORY TO A SUCCESSOR NOMINEE, OR BY THE DEPOSITORY OR NOMINEE TO A
SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE. TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH IN SECTION 2.6
OF THE INDENTURE.


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                        12% Senior Secured Notes due 2004

         Capitalized terms used herein but not defined will have the meanings
assigned to them in the Indenture referred to below unless otherwise indicated.

         1.       INTEREST.

         On any of the first four Interest Payment Dates occurring after the
date of the Indenture, interest on the Notes shall, at the option of the
Company, be paid in kind instead of in cash. Upon such an event, the Company
will issue to Holders of the Notes on any such Interest Payment Date, and the
Trustee will authenticate, an additional Note substantially in the form hereof
registered in the name of such Holder and having a principal amount equal to the
amount of interest paid in kind on all of the outstanding Notes held by such
Holder on such Interest Payment Date. The Notes will mature on December 20,
2004. The Company promises to pay interest on the principal amount of this Note
from December 20, 1999 until maturity. The Company will pay interest
semi-annually on June 20 and December 20 of each year, commencing December 20,
2000, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). Interest on the Notes will accrue at the
rate of 12% per annum from the most recent date to which interest has been paid
or, if no interest has been paid, from December 20, 1999. The Company will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law to the extent that such interest is an allowed claim enforceable
against the debtor under such Bankruptcy Law) on overdue principal and premium,
if any, from time to time on demand at the rate equal to 1% per annum in excess
of the then applicable interest rate on this Note to the extent lawful; it will
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law to the extent that such interest is an allowed claim against the
debtor under such Bankruptcy Law) on overdue installments of interest (without
regard to any applicable grace periods) from time to time on demand at the same
rate to the extent lawful. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

         2.       METHOD OF PAYMENT.

         The Company will pay the principal of, and premium, and interest on,
the Notes on the dates and in the manner provided herein and in the Indenture.
Principal, premium, if any, and interest on, Certificated Notes will be payable,
and Certificated Notes may be presented for registration of transfer or
exchange, at the office or agency of the Company maintained for such purpose.
Principal of, and premium and interest on, Global Notes will be payable by the
Company through the Trustee to the Depository in immediately available funds.
Holders of Certificated Notes will be entitled to receive interest payments by
wire transfer in immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
calendar days prior to the applicable Interest Payment Date. Such wire
instructions, upon receipt by the Trustee, will remain in effect until revoked
by such Holder. If wire instructions have not been received by the Trustee with
respect to any Holder of a Certificated Note, payment of interest may be made by
check in immediately available funds mailed to such Holder at the address set
forth upon the Register maintained by the Registrar.

         3.       PAYING AGENT AND REGISTRAR.

         Initially, Deutsche Trust Bank Limited will act as principal Paying
Agent, and The Bank of New York, the Trustee under the Indenture, will act as
Registrar. The Company may change any Paying Agent or Registrar in accordance
with the terms of the Paying Agent Agreement. The Company or any of its
Subsidiaries may act in any such capacity, PROVIDED, HOWEVER, that none of the
Company, its Subsidiaries or the Affiliates of the foregoing will act (i) as
Paying Agent in connection with any redemption, offer to purchase, discharge or
defeasance, as otherwise specified in the Indenture, and (ii) as Paying Agent or
Registrar if a Default or Event of Default has occurred and is continuing.

         4.       INDENTURE.

         The Company issued the Notes under an Indenture dated as of July 20,
2000 (as such may be amended, supplemented or restated from time to time, the
"Indenture") between the Company and the Trustee. The terms of  the Notes



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include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. The Notes are
senior obligations of the Company ranking PARI PASSU in right of payment with
all existing and future senior Indebtedness of the Company and ranking senior in
right of payment to any future subordinated Indebtedness of the Company.

         5.       OPTIONAL REDEMPTION.

         The Notes will be subject to redemption at the option of the Company,
in whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest if any, thereon to the applicable
redemption date, if redeemed during the twelve month period beginning on
December 20 of the years indicated below:

                Year                                 Percentage
               ------                               -------------


                2000                                 106.4375%

                2001                                 104.2917%

                2002                                 102.1458%

                2003 and thereafter                  100.0000%

         6.       MANDATORY REDEMPTION.

         Except as set forth in paragraph 7 below, the Company will not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

         7.       REPURCHASE AT OPTION OF HOLDER.

         (a)    Upon a Change of Control, the Company will be required to make
an offer to Holders to repurchase all or any part (equal to US$1,000 or an
integral multiple thereof) of each Holder's Notes at an offer price in cash
equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon to the date of repurchase as provided in, and subject to the
terms of, the Indenture.

         (b)    If the Company or any Restricted Subsidiary consummates any
Asset Sale, the Company may be required, subject to the terms and conditions of
the Indenture, to utilize a certain portion of the proceeds received from such
Asset Sale to repurchase Notes at a purchase price equal to Net Proceeds Offer
Price on the Net Proceeds Purchase Date.

         8.       DENOMINATIONS, TRANSFER, EXCHANGE.

         The Notes are in registered form without coupons in denominations of
US$1,000 and integral multiples of US$1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, it need not exchange or register the transfer of
any Notes for a period of 15 calendar days before a selection of Notes to be
redeemed or during the period between a record date and the next succeeding
Interest Payment Date.

         9.       PERSONS DEEMED OWNERS.

         The registered Holder of a Note may be treated as its owner for all
purposes.

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         10.      UNCLAIMED MONEY.

         If money for the payment of principal, premium or interest remains
unclaimed for one year, the Trustee and the Paying Agent will pay the money back
to the Company at its request. After that, all liability of the Trustee and such
Paying Agent with respect to such money will cease.

         11.      DEFEASANCE PRIOR TO REDEMPTION OR MATURITY.

         Subject to certain conditions contained in the Indenture, the Company
at any time may terminate some or all of its obligations under the Notes and the
Indenture if the Company deposits with the Trustee money or Government
Securities sufficient to pay the principal of, premium, and interest on, the
Notes to redemption or maturity, as the case may be.

         12.      AMENDMENT, SUPPLEMENT AND WAIVER.

         Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the Notes then outstanding, and any existing Default or
Event or Default or compliance with any provision of the Indenture or the Notes
may be waived with the consent of the Holders of a majority in principal amount
of the then outstanding Notes. Without the consent of any Holder of a Note, the
Indenture or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of Certificated Notes, to provide for the assumption of the Company's
obligations to Holders of Notes in case of a merger or consolidation, to make
any change that would provide any additional rights or benefits to the Holders
of the Notes or that does not adversely affect the legal rights under the
Indenture of any such Holder, or to comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA as
then in effect.

         13.      DEFAULTS AND REMEDIES.

         An "Event of Default" occurs if one of the following shall have
occurred and be continuing:

         (a)    the Company defaults in the payment when due of any interest
payable with respect to the Notes at any time, which default continues for a
period of 30 calendar days;

         (b)    the Company defaults in payment when due of the principal of or
premium, if any, on the Notes at maturity, upon repurchase (including, without
limitation, pursuant to a Change of Control Offer or an Asset Sale Offer), upon
acceleration, redemption or otherwise;

         (c)    the granting by the Company or any Restricted Subsidiary of any
Lien to secure Indebtedness in excess of US$100,000 (other than a Permitted
Lien);

         (d)    the Company fails to comply with the provisions of Sections
4.10, 4.14, 4.19 or 5.1 of the Indenture;

         (e)    the Company fails to comply with any of its other agreements in
this Indenture or the Notes and such failure continues for 30 calendar days
after notice from the Trustee or Holders of at least 25% in aggregate principal
amount of the Notes then outstanding;

         (f)    the Company defaults under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed of the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists or
is created after the Effective Date, which default (i) is caused by a failure to
pay principal of or premium, if any, or interest on such Indebtedness following
the expiration of the grace period provided in such Indebtedness on the date of
such default (a "Payment Default") or (ii) results in the acceleration of such
Indebtedness prior to its express maturity and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other



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such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates US$5,000,000 (or the equivalent
thereof at time of determination) or more;

         (g)    the Company or any of its Restricted Subsidiaries fails to pay
final non-appealable judgments rendered against the Company or any of its
Restricted Subsidiaries aggregating in excess of US$2,500,000 (or the equivalent
thereof at time of determination), which judgments are not paid, discharged or
stayed for a period of 60 calendar days after such judgments become final and
non-appealable;

         (h)    the Company or any Restricted Subsidiary of the Company pursuant
to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case
or proceeding, (ii) consents to the entry of an order for relief against it in
an involuntary case or proceeding, (iii) consents to the appointment of a
Custodian of it or for all or substantially all of its property, (iv) makes a
general assignment for the benefit of its creditors, (v) admits in writing its
inability to pay its debts generally as they become due or (vi) takes any
comparable action under any foreign laws relating to insolvency;

         (i)    a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that: (i) is for relief against the Company or any
Significant Subsidiary of the Company in an involuntary case or proceeding, (ii)
appoints a Custodian of the Company or any Significant Subsidiary of the Company
or for all or substantially all of its respective properties, or (iii) orders
the liquidation of the Company or any Significant Subsidiary of the Company, or
any similar relief is granted under any foreign laws, and in each case the order
or decree remains unstayed and in effect for 60 calendar days;

         (j)    (a) a default in the observance or performance of any covenant
or agreement contained in any Security Document which default continues for 20
calendar days after notice has been given to the Company by the Trustee or the
holders of at least 25% in principal amount of the outstanding Notes, or (b) for
any reason other than the satisfaction in full and discharge of all obligations
secured thereby or any action or inaction of the Trustee or the Holders after
receiving notice of the requirement to take any such action from the Company,
any of the Security Documents ceases to be in full force and effect (other than
in accordance with its respective terms), or any of the Security Documents
ceases to give the Trustee the Liens, rights, powers and privileges purported to
be created thereby, or any Security Document is declared null and void, or the
Company or any of its Restricted Subsidiaries denies any of its obligations
under any Security Document, in each case with respect to Collateral the
aggregate value of which is in excess of US$100,000, or the Collateral becomes
subject to one or more Liens other than Permitted Liens securing one or more
obligations in excess of US$100,000 in the aggregate; or

         (k)    any Guarantee is declared null and void or ceases to be in full
force and effect (except as permitted under this Indenture) or any Guarantor
shall deny or disaffirm its obligations under its Guarantee.

         Notwithstanding the foregoing, if an Event of Default specified in
clause (f) above occurs and is continuing, such Event of Default and all
consequences thereof (including, without limitation, any acceleration or
resulting payment default) will be annulled and rescinded, automatically and
without any action by the Trustee or the Holders of the Notes, if (i) the
Indebtedness that is the subject of such Event of Default has been repaid, or
(ii) the default relating to such Indebtedness is waived or cured (and if such
Indebtedness has been accelerated, when the holders thereof have rescinded their
declaration of acceleration in respect of such Indebtedness).

         In the case of any Event of Default occurring by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding payment of the premium that the Company would have had
to pay if the Company then had elected to redeem the Notes pursuant to the
optional redemption provisions of this Indenture, an equivalent premium will
also become and be immediately due and payable to the extent permitted by law
upon the acceleration of the Notes.

         If any Event of Default (other than an Event of Default specified in
clause (h) or (i) above occurs and is continuing), then the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes by
written notice to the Company and the Trustee may declare the unpaid principal
of, and any accrued interest on, all the Notes to be due and payable
immediately. If any Event of Default with respect to the Company specified in
clause (h) or (i) hereof occurs with respect to the Company, any Significant
Subsidiary of the Company or any group of Restricted Subsidiaries of the Company


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that, taken together, would constitute a Significant Subsidiary of the Company,
all outstanding principal and interest on the Notes will be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder. The Holders of a majority in principal amount of the Notes then
outstanding, by written notice to the Trustee and to the Company, may rescind an
acceleration (except an acceleration due to a default in payment of the
principal of, or premium or interest on, any of the Notes) if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default (except nonpayment of principal, premium, interest that have become due
solely because of the acceleration) have been cured or waived.

         Subject to the preceding paragraph, if an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy by proceeding at law
or in equity to collect any payment due, or to enforce the performance of any
provision, under the Notes, this Indenture or the Security Documents. The
Trustee may refuse to enforce the Indenture or the Notes unless it receives
indemnity or security reasonably satisfactory to it. Holders of Notes may not
enforce the Indenture or the Notes except as provided in the Indenture. Subject
to certain limitations, Holders of a majority in principal amount of the Notes
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except under clauses (a) or (b) above) if it determines that
withholding notice is in their interest.

         14.      INDIVIDUAL RIGHTS OF TRUSTEE.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest (as such term is defined in TIA Section 310(b)), it must eliminate such
conflict within 90 calendar days, apply to the SEC for permission to continue as
trustee (to the extent permitted under TIA Section 310(b)) or resign. Any Agent
may do the same with like rights and duties.

         15.      NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
OTHERS.

         No past, present or future director, officer, employee, incorporator,
partner or stockholder of either of the Company or any of its Subsidiaries, as
such, will have any liability for any obligations of the Company or its
Subsidiaries under the Notes, the Security Documents, the Guarantees or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder of a Note by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes and the Guarantees.

         16.      AUTHENTICATION.

         This Note will not be valid until authenticated by the manual signature
of the Trustee or an authenticating agent.

         17.      ABBREVIATIONS.

         Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

         18.      CUSIP NUMBERS.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.


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         19.      GOVERNING LAW.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THE INDENTURE AND THE NOTES.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

                  ITSA-Intercontinental Telecomunicacoes Ltda.
                  SCS, Quadra 07-B1.A
                  Ed. Executive Tower
                  Sala 601
                  70.300.911 Brasilia-DF Brazil
                  Phone No.: 011-55-61-314-9908
                  Telecopier No.: 011-55-61-323-5660
                  Attention: Hermano Albuquerque


         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed.

                                    Dated: July 20, 2000

                                    ITSA-INTERCONTINENTAL TELECOMUNICACOES LTDA.


                                     By:   /S/ HERMANO S. LUIS ALBUQUERQUE
                                        ----------------------------------------
                                     Name: Hermano S. Luis Albuquerque
                                     Title:  Chief Executive Officer/Director


















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