<PAGE>   1


                                                                    EXHIBIT 4(b)

                            CELLULAR SYSTEM AGREEMENT
                                     BETWEEN
                      TELE NORTE CELULAR PARTICIPACOES S.A.
                                       AND
                         ERICSSON TELECOMUNICACOES S.A.

1.       DEFINITIONS

Capitalized terms used within this Agreement or within an Exhibit to this
Agreement are have the meaning set forth in this Section, or elsewhere in this
Agreement.

ACCEPTANCE TESTS (AT) means the mutually agreed methods of testing and
procedures that will be used to measure the performance of the Cellular System,
Network Elements or Products, as administered in accordance with Exhibit B of
this Agreement.

ACCOUNT MANAGER means Ericsson's account manager responsible for TeleNorte's
account.

AGREEMENT means this Cellular System Purchase and Sale Agreement, and the
following Exhibits attached hereto:

         A - Unit Prices and Commercial Conditions
         B - Cellular System Acceptance
         C - Software License
         D - Technical Assistance and Services Support
         E - Documentation
         F - Purchase Process
         G - Warranty Support Procedures
         H - Training
         1 - Environmental Conditions
         J - Financing Term Sheet

AMPS means Advanced Mobile Phone System technology as described in interim
standard IS-3 (800 MHz) of the Telecommunications Industry Association.

ANATEL (AGENCIA NACIONAL DE TELECOMUNICACOES) means the regulatory agency of the
government of the Federative Republic of Brazil, or any successor thereof
charged with licensing Cellular Mobile Service networks.

RBS means the Radio Base Station, which is the Cellular TDMA/AMPS Base Station.

CELLULAR NETWORK means the EFRC/TDMA-IS136/AMPS mobile cellular telephone
network (operating in the 800 MHz ) to be operated by TeleNorte within the
Territory to provide the Cellular Service and consisting of networks, network
elements, systems, infrastructure, transmission and other components as
specified by TeleNorte.

CELLULAR SERVICE means that cellular service being provided by TeleNorte through
its Subsidiaries, Telma Celular S.A., Teleamapa Celular S.A., Teleamazon Celular
S.A., Telepara Celular S.A.and Telaima S.A. Celular S.A. pursuant to the
concessions for the Territory of Region 8.

CELLULAR SYSTEM means that Network Element comprised of the Products and
Software to be provided by Ericsson hereunder, including without limitation, the
switching, cell site equipment and associated services.


                                      E-2
<PAGE>   2

CHANGE ORDER means a written request for a change in a Phase Acquisition
Document or a Purchase Order resulting from a change in the scope or content of
a Phase, as more specifically described in Exhibit F.

CLASS A CHANGE means a modification to an existing Product to remedy a non
compliance with Ericsson's specification required to correct design defects of a
type that result in electrical or mechanical inoperative conditions or extremely
unsatisfactory operating conditions or which is recommended to enhance safety.

CLASS AC CHANGE means a modification to an existing Product to remedy electrical
or mechanical inoperative conditions or extremely unsatisfactory operating
conditions that result from the Product aging or its use in specific combination
with another Product or the use of a certain feature or option.

COMMISSIONING OR COMMISSIONING TESTING means the series of tests performed by
Ericsson to verify the proper functioning of a Product and the proper completion
of its installation services prior to administering the Acceptance Test.

CONFIDENTIAL INFORMATION means information that the Parties have agreed to
protect from improper disclosures as per Section 11 of this Agreement.

CONDITIONAL ACCEPTANCE means the Cellular System has passed the Acceptance Tests
required for Ready for In-Service as more fully defined in Exhibit B.

DELIVERY means delivery of the Products to TeleNorte's warehouse or any other
predetermined location within the Territory.

DELIVERY DATE(S) means the date or dates specified in a Phase Acquisition
Document or Purchase Order on which a Product is to be delivered.

DDP means Delivery Duty Paid to a designated Delivery place within the Territory
as defined in the ICC Incoterms 1990.

DDP PRICE means the amount payable in respect of a Product or Service ordered by
TeleNorte as set forth in Exhibit A to this Agreement.

DOCUMENTATION means the Ericsson's standard Product or Service documentation for
its customers, whether written or supplied in other form. described in Exhibit E
and as amended from time to time.

EFFECTIVE DATE means September 27th, 1998.

EIA means the Electronics Industry Association (USA).

ERICSSON means Ericsson Telecomunicacoes S.A. a Brazilian company, enrolled with
the Ministry of Finance Taxpayers Registry (CGC/MF) under No.
33.067.745/0001-27, with its principal office at Rua Maria Prestes Maia, 300 in
the City of Sao Paulo, State of Sao Paulo, Brazil, Cep 02047-901.

FINAL ACCEPTANCE means that Ericsson has done the work necessary to resolve the
issues on the Punch List and the Cellular System met the performance targets set
forth in Exhibit B.

FORCE MAIEURE means any event beyond the reasonable control of the Party
responsible for performance ("Delayed Party") including failure or delay in
performance by the other Party, acts of God, acts of the public enemy, acts of
civil or military authority, governmental acts or omissions, acts of nature such
as hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, and
loss or damage to goods in transit, strikes, lockouts or other labor disputes
with respect to Delayed Party's operations, and strikes, lockouts or other labor
disputes of national or regional scope preventing performance hereunder by the
Delayed Party including its sub-contractors and suppliers (when no alternative
method of performance is reasonably available).


                                      E-3
<PAGE>   3

FORECAST means a forecast provided by TeleNorte as per Section 4.1 of this
Agreement.

IMPLEMENTATION SCHEDULE means the implementation schedule for a given Phase or a
portion thereof, a Purchase Order or a Change Order as specified in the Exhibit
F.

MSC OR MOBILE SWITCHING CENTER means the Mobile Switching Center, comprised of
the switching and related equipment that routes calls from a mobile telephone
set to the called party (and vice-versa) and performs a variety of related
functions. In the Cellular System, an MSC is also known as an MTSO (mobile
telephone switching office).

NETWORK ELEMENT(S) means the elements that constitute the Cellular Network
namely (i) the Cellular System or a portion thereof, (ii) the transmission
system and (iii) the Sites infrastructure.

NEW FEATURE(S) means a new Software functionality or substantial performance
improvement that is made available to all users for the then current Software
releases.

PARTV OR PARTIES means in the singular, TeleNorte or Ericsson, as the case may
be determined from the context, or in the plural, both TeleNorte and Ericsson.

PHASE has the meaning set forth in Section 2.3.

PHASE ACQUISITION DOCUMENT means a written order by TeleNorte to Ericsson.
substantially in the form of Exhibit E, for the purpose of (i) defining the
scope of a given Phase or a portion thereof, (ii) specifying the Products,
Services and Software to be purchased for such Phase and their respective prices
as per Exhibit A; (iii) including the implementation Schedule and the
Responsibility Matrix; and (iv) including the applicable price.

PROJECT MANAGER has the meaning set forth in Sections 5.2 and 5.3.

PRODUCT(S) has the meaning set forth in Section 2.4.

PROJECT SUPPLIERS means suppliers other than Ericsson retained by TeleNorte for
the supply of certain products and services required for implementation of the
Cellular Network outside Ericsson's scope of supply, such as suppliers of
transmission equipment and civil infrastructure services.

PSTN OR PUBLIC SWITCHED TELEPHONE NETWORK means the telephone network that
provides telephone service to the public in a given area.

PUNCHLIST means a list prepared by Ericsson and agreed to by TeleNorte during
the performance of each Acceptance Test that sets forth those mutually agreed
items, if any, to be resolved by Ericsson before Final Acceptance.

PURCHASE ORDER means a written order by TeleNorte to Ericsson for the purchase
of specific Products and Services not covered by a Phase Acquisition Document
(i.e. purchase of individual Products and Services).

READY FOR IN-SERVICE means the availability for Cellular Service of the Cellular
Network, Network Elements or Products of a specified Phase or expansion after
the installation and commissioning thereof have been completed, in accordance
with the Implementation Schedule.

RESPONSIBILITY MATRIX means the table allocating tasks and responsibilities
between TeleNorte, Ericsson and Project Suppliers for a given Phase as specified
in a Phase Acquisition Document.

SECTION means, when used without any other reference, sections, including
subsections, within this Agreement.

SERVICES has the meaning set forth in Section 2.5.


                                      E-4
<PAGE>   4

SHIPPING DOCUMENT means a document issued by a carrier evidencing shipment of
Products such as an airway bill, a bill of lading or a conhecimento de embarque.

SITE means any location at which Products and Services provided under this
Agreement are or will be delivered, installed, or performed.

SOFTWARE means the object-code (does not include source code) computer programs
furnished by Ericsson to TeleNorte for use solely in conjunction with the
Network Elements. The term "Software" includes. but shall not be limited to.
computer programs contained on magnetic tape. in a semiconductor device, on a
disk or in another memory device or system memory consisting of (a) hard-wired
logic instructions which manipulate data in central processors, instructions
which control input-output operations, and error diagnostic and recovery
routines and (b) sequences of instructions in machine-readable code that control
call processing, peripheral equipment and administration and maintenance
functions as well as associated documentation to describe, maintain or use the
programs.

SOFTWARE DOCUMENTATION means printed materials or electronic media used in
connection with Software, such as, but not limited to, user manuals, flow
charts, logic diagrams, program descriptions, and specifications. No source code
versions of Software are included in the Software Documentation.

SOFTWARE CORRECTION means Software that corrects or removes a reproducible
malfunction in a Software release.

SOFTWARE UPGRADE means a reissued version or partial update of existing Software
that adds to, improves or enhances existing features and capabilities of the
Network.

SUBSCRIBER means a legal entity or an individual having the right under the
appropriate terms and conditions with TeleNorte to use the Cellular Network or
any portion thereof.

SUBSIDIARIES means the subsidiaries of TeleNorte being on the date hereof Telma
Celular S.A., Teleamapa Celular S.A., Teleamazon Celular S.A., Telepara Celular
S.A. and Telaima S.A. Celular S.A.

TDMA means the Time Division Multiple Access technology as described in interim
standard IS-136 (800 MHz) of the Telecommunications Industry Association.

TELENORTE means TeleNorte Celular Participacoes S.A., a Brazilian corporation
with its head office located at SNC quadra 3 - Bloc A sobreloja, 70713-000
Brasilia, Distrito Federal, registered with the Brazilian Registry of Corporate
Taxpayers (CGC/MF) under no. 02.361.554/0001-40.

TERRITORY means the States of Amapa, Amazonas, Maranhao, Roraima and Para within
the Federative Republic of Brazil within which TeleNorte is authorized to
provide Cellular Service.

TIA OR TELECOMMUNICATIONS INDUSTRY ASSOCIATION means the organization in the
United States of America charged with establishing technical standards for
cellular networks, currently the Telecommunications Industry Association, or its
successor.

WARRANTY PERIOD means the period during which a Product is covered by Ericsson's
warranties under applicable warranty provisions as per Section 9 of this
Agreement.

2.       TERM AND SCOPE OF AGREEMENT

2.1.     TERM. The term of this Agreement shall be three (3) years from the
         Effective Date (the "Term").

2.2.     SCOPE OF AGREEMENT. The scope of this Agreement is the supply by
         Ericsson to TeleNorte and the purchase by TeleNorte from Ericsson
         within the Term of Products, Services and Software for the
         implementation of the Cellular Network pursuant to a mobile cellular
         service concession ("Concession")


                                      E-5
<PAGE>   5
         held indirectly by TeleNorte through its Subsidiaries to provide
         cellular service ("Cellular Service") in Region 8. Ericsson
         acknowledges that, in entering into this Agreement, TeleNorte is
         relying on the skill and expertise of Ericsson to carry out the
         responsibilities it has undertaken pursuant to the terms of this
         Agreement.

2.2.1    Subject to Force Majeure, during the Term TeleNorte and its
         "Affiliates" (as defined below) including without limitation Telet S.A.
         shall buy from Ericsson, Products and Services with a total value of R$
         236.700.000 (Two Hundred and Thirty-Six Million Seven Hundred Thousand
         Reais). For reference purposes with respect to Article 9.10,
         TeleNorte's participation to this commitment represents 25% of this
         amount. Notwithstanding any of the foregoing, TeleNorte shall be under
         no obligation to purchase from Ericsson any Products or Services
         hereunder before such time as Ericsson finances or arranges to be
         financed (or guarantees to the financial institution financing such
         purchase by TeleNorte) any purchase hereunder on financial terms
         acceptable to TeleNorte, and thereafter, any purchase obligations of
         TeleNorte shall be limited to amounts so financed or arranged to be
         financed by Ericsson (or guaranteed by Ericsson to the financial
         institution financing such purchase by TeleNorte). This "Commitment
         Value" shall be determined on the basis of the unit prices set forth in
         Exhibit A, on a DDP basis, calculated before taking into consideration
         any discounts set forth in Exhibit A. For the purpose of the section
         "Affiliate" shall include any Brazilian company of which more than
         fifty percent (50%) of the shares are held by any shareholders or group
         of shareholders of TeleNorte.

2.3.     PHASES. TeleNorte and Ericsson agree to breakdown the implementation of
         the Cellular Network into Phases, which will be defined in Phase
         Acquisition Documents.

2.4.     PRODUCTS. TeleNorte shall purchase from Ericsson the AMPS/TDMA IS-136
         products, including drawings, documents, manuals and Software
         identified in Exhibit A, which may be manufactured or produced by
         Ericsson or procured by Ericsson from suppliers (collectively, the
         "Products") for incorporation in the Cellular Network in the Territory.

         Products furnished to TeleNorte under this Agreement are furnished for
         use in connection with TeleNorte's operations of the Cellular Network
         and are not furnished for resale.

2.5.     SERVICES. TeleNorte shall purchase from Ericsson the services
         identified in Exhibit A as may be required to implement a Phase
         Acquisition Document, a Purchase Order or a Change Order (collectively
         the "Services").

2.6.     CELLULAR TDMA/AMPS SPECIFICATIONS. Telecommunications standards shall
         apply to this Agreement to the extent not inconsistent with any terms
         or conditions of this Agreement and regulations issued by the
         Ministerio das Comunicacoes or ANATEL. Relevant telecommunications
         standards include, but are not limited to the following:

<TABLE>
<CAPTION>
            NUMBER                                                SUBJECT
     a)     FOR TDMA
<S>                              <C>
            IS-136.1-A           800 MHz TDMA Cellular ~ Radio Interface - Mobile Station -Base Station
                                 Compatibility - Digital Control Channel (PN-3474)

            IS-136.2-A           800 MHz TDMA Cellular - Radio Interface - Mobile Station - Base Station
                                 Compatibility - Traffic Channels and FSK Control Channel (PN-3474)

            IS-137-A             800 MHz TDMA Cellular - Radio Interface - Minimum Performance Standards
                                 for Mobile Stations (PN-3605)

            IS-1 38-A            800 MHz TDMA Cellular - Radio Interface - Minimum Performance Standards
                                 for Base Stations (PN-3606)
</TABLE>


                                      E-6
<PAGE>   6

<TABLE>
<S>                              <C>
            IS-641-A             TDMA Cellular/PCS - Radio Interface - Enhanced Full-Rate
            Speech               Codec (PN-3467)

            TSB-73               IS-136/IS-136A Compatibility issues (PN-3617)

            IS-669               800 MHz Cellular Systems - TDMA Services - STU 111
                                 (PN-3616)

            IS-684               TDMA Cellular/PCS Systems - Radio Interface - Radio Link Protocol 2
                                 (PN3658)

            IS-685               TDMA Cellular/PCS Systems - TDMA Services - Packet Switched Data
                                 (PN-3680)

            IS-686               800 MHz Cellular System, TDMA Radio Interface, Minimum Performance
                                 Standard for Enhanced Full-Rate Speech Codec (PN3690)

            IS-41-C              Networking Operations and Interswitch feature transparency

            TSB-51               Implementation Aspects concerning the use of the R-Data message in
                                 IS-136 (PN-3719)

            PN-3731              Inter-operable implementation issues in IS-641

     b)     For AMPS AMPS        The specifications established in Norma Geral de Telecomunicacoes issued
                                 by the Ministerio das Comunicacoes

     c)     For Roaming          Networking Operations and Interswitch Feature Transparency
            IS-41-C
</TABLE>

3.       PURCHASE PROCESS

         Exhibit F sets forth the procedure agreed to by the Parties for the
         purchases to be made under this Agreement.

4.       FORECASTS

4.1.     FORECASTS. At the end of each six-month period as of the Effective
         Date, TeleNorte shall deliver to Ericsson a good faith rolling written
         forecast of TeleNorte's expected purchases of Products and Services for
         the subsequent twelve (12) months period. TeleNorte and Ericsson shall
         mutually define the form and content of the forecast and its form and
         frequency may be modified from time to time by mutual agreement of
         TeleNorte and Ericsson. Notwithstanding the foregoing, each such
         forecast shall include a summary of the major components of the
         Cellular System to be purchased during the period covered and the
         anticipated dates of Delivery thereof. categorized as either "Switching
         Equipment or "Site Equipment", in each case including any associated
         Software. The Parties agree that all forecasts delivered pursuant to
         this Section 4.1 are for planning purposes only and shall create no
         binding obligations on the Parties.

5.       CONTRACT ADMINISTRATION

5.1.     CONTRACT ADMINISTRATION BY TELENORTE'S ORGANIZATION. TeleNorte shall
         enter into separate agreements with each of the Project Suppliers and
         shall be responsible for contract administration and coordination of
         project activities within TeleNorte's internal departments.

5.2.     TELENORTE'S PROJECT MANAGER. TeleNorte shall, during the Term of this
         Agreement, appoint a Project Manager for the project to be the liaison
         with the Ericsson's Project Manager, who shall:

         (a)      know the background of the project;


                                      E-7
<PAGE>   7

         (b)      have authority to make day-to-day decisions, over the project
                  and its personnel without recourse to his head office; and

         (c)      have a good working knowledge of Portuguese and English.

5.2.2    TELENORTE'S PROJECT MANAGER RESPONSIBILITIES. TeleNorte's Project
         Manager shall be responsible for coordinating the Cellular Network
         implementation between Ericsson and TeleNorte. This coordination shall
         include review and approval of all quotations and invoices, inventory
         control of delivered equipment, to ensure of compliance with the
         applicable Implementation Schedules; maintaining the closest possible
         cooperation with Ericsson's Project Manager; being available at Sites
         as reasonably requested; monitoring of the overall progress of project
         schedule; liaison with external parties for the Cellular Network
         implementation; coordinating with Ericsson to conclude agreement on the
         Acceptance Tests; and supplying Ericsson with clarifications on the
         technical specification requirements,

5.3.     ERICSSON'S PROJECT MANAGER. During the Term of this Agreement, Ericsson
         shall appoint a Project Manager who shall:

         (a)      know the background of the project,

         (b)      have authority to make day-to-day decisions, over the project
                  and its personnel without recourse to his head office;

         (c)      reside in Brazil and be available at the Sites, as reasonably
                  requested; and

         (d)      have a good working knowledge of Portuguese and English.

         ERICSSON'S PROJECT MANAGER RESPONSIBILITIES. Ericsson's Project Manager
         shall be responsible for project coordination and liaison with
         TeleNorte's Project Manager and Project Suppliers.

5.4.     ERICSSON'S SUBCONTRACTORS. Ericsson may employ subcontractors in
         carrying out its obligations under this Agreement. Ericsson's use of
         subcontractors shall not relieve Ericsson of its obligations and
         responsibilities under this Agreement. Ericsson shall supervise the
         work of Ericsson's subcontractors and shall be liable for any acts or
         omissions of such subcontractors. TeleNorte may, at any time, require
         Ericsson to replace a subcontractor where, in TeleNorte's reasonable
         judgment. the subcontractor is not performing adequately and/or quality
         standards are not respected. The cost resulting from the replacement of
         a subcontractor shall be borne by Ericsson.

5.5.     TELENORTE'S MATERIALS REMAIN PROPERTY OF TELENORTE. All plans,
         drawings, designs and specifications, submitted by TeleNorte or on its
         behalf, and marked confidential are Confidential Information to be
         protected in accordance with Section 11 herein, shall remain the
         property of TeleNorte, may be copied only in accordance with Section 11
         herein and may not be disclosed to third parties by Ericsson without
         TeleNorte's prior written consent. These materials shall be returned to
         TeleNorte promptly upon its request without any copy remaining with
         Ericsson except for copy to remain with Ericsson's counsel for use
         before a court of law if required by Ericsson.

5.6.     ERICSSON'S PERSONNEL. TeleNorte may, at any time, request Ericsson to
         replace an employee where, in TeleNorte's reasonable judgment, the
         employee is not performing adequately, The costs resulting from the
         replacement of Ericsson's employee shall be borne by Ericsson.

5.7.     DOCUMENTS TO BECOME PROPERTY OF TELENORTE. Except for Confidential
         Information, the documents, which include plans, drawings, designs, and
         specifications supplied by Ericsson to TeleNorte in connection with the
         Products, shall be the property of TeleNorte, provided, however, that
         title to Ericsson's intellectual property rights as stated in Section
         10 shall not be conveyed to TeleNorte at any


                                      E-8
<PAGE>   8


         time. In addition, TeleNorte shall have the full right to use the
         documents supplied by Ericsson which are Confidential Information in
         the course of the normal operation and maintenance of the Cellular
         Network.

5.8.     RESPONSIBILITY FOR DOCUMENTS. Each Party supplying technical data or
         documents shall be responsible for the completeness and correctness of
         such technical data or documents. Where it is found that such technical
         data or documents are not complete or are incorrect, each Party shall
         notify the responsible Party and thereafter such responsible Party
         shall promptly complete and/or correct such technical data or
         documents.

6.       PAYMENT, PRICING AND DISCOUNTS

6.1.     GENERAL. The prices and discounts under this Agreement, as detailed in
         Exhibit A, apply to Products, Services and Software furnished by
         Ericsson and purchased by TeleNorte in accordance with the Commitment
         Value indicated in Section 2.2.1. Where TeleNorte desires to purchase
         products, or services or software that are not identified on Exhibit A,
         the price for same shall be determined by mutual agreement of the
         Parties. Should TeleNorte believe that it is likely to purchase such
         products, or services or software more than once, the Parties agree to
         amend Exhibit A to add such products, services or software at the
         agreed upon price.

6.2.     INVOICES. TeleNorte shall have no obligation to pay Ericsson for any
         charges, unless such charges are expressly authorized by this
         Agreement, a Phase Acquisition Document, a Purchase Order or a Change
         Order and TeleNorte has received an invoice for such charges.

6.2.1    Each invoice rendered hereunder shall reference the Phase Acquisition
         Document, the Purchase Order or a Change Order number and identify the
         payment event, charges and applicable taxes, if any.

6.3.     TERMS OF PAYMENT. TeleNorte shall pay invoiced amounts, less any
         disputed amounts as set forth below, provided that TeleNorte shall not
         be required to pay sooner than five days after its receipt of the
         invoice in question. All payments for Products, Services and Software
         shall be made based on their DDP values.

6.4.     PRODUCT. Ninety percent (90%) of the DDP (R$) price for a particular
         Product shall be paid forty-five (45) days after each shipment, upon
         presentation by Ericsson of the relevant invoice and corresponding
         Shipping Document. Ten percent (10%) of the DDP (R$) price for a
         particular Product shall be paid upon Final Acceptance.

6.5.     SOFTWARE. One hundred percent (100%) of the DDP (R$) price due for
         Software shall be paid thirty (30) days after the Software is Ready for
         In-Service.

6.6.     SERVICES. Eighty-five percent (85%) of DDP price due for Services other
         than Training, shall be paid forty-five (45) days from the date of
         start of installation, as defined in the Phase Acquisition Document,
         or, from the date of issuance of a Purchase Order or a Change Order, as
         the case may be, and the balance fifteen percent (15%) shall be paid
         upon Final Acceptance.

6.7.     TRAINING. One hundred percent (100%) DDP (R$) price due for Training
         shall be paid thirty (30) days after from presentation by Ericsson of
         the relevant invoice for each completed course.

6.8.     CURRENCY OF PRICES, ACCOUNTS AND PAYMENTS; IMPORT RESPONSIBILITIES AND
         PAYMENT OF IMPORT DUTIES AND TAXES.

6.8.1    The Currency of Accounts shall be Brazilian Reais (R$). Ericsson shall
         identify the Currency of Accounts used for determining prices and
         charges under this Agreement.


                                      E-9
<PAGE>   9

6.8.2    The base date for the purpose of adjustment of the prices set forth in
         Exhibit A is the Effective Date. The prices shall be adjusted once
         every twelve (12) months from the Effective Date consistent with
         existing legislation or for lesser periods if law permits to take into
         account local inflation, in accordance with the relevant indices
         indicated below. Furthermore, independently of the date of the issuance
         of a Phase Acquisition Document or a Purchase Order, payments made
         under that Phase Acquisition Document or Purchase Order for events
         occurring after an annual adjustment shall reflect the corresponding
         adjustment.

<TABLE>
<CAPTION>
                   PRODUCTS AND SERVICES                             ADJUSTMENT INDICES
<S>                                                  <C>
        All locally supplied Equipment and           Index of the column 27 of the Conjuntura
        materials                                    Economica Magazine, published by Fundacao Getulio
                                                     Vargas ("FGV")
        All locally provided services                Index of the column 20 of the Conjuntura
                                                     Economica Magazine, published by FGV
</TABLE>

6.8.3    Exchange Rates for Imported Equipments

         The purchase price of any imported Item ordered from Ericsson which are
         not included in Exhibit A - Annex 1 as of the Effective Date will be
         negotiated in good faith between the Parties. These prices in US$ will
         be converted in Reais using the conversion ratio applicable on the date
         of approval by TeleNorte of the Phase Acquisition Document or
         Purchase/Change Order.

         The price of items which are expected to be ordered on a recurring
         basis will be listed in US$ in an Addendum to Exhibit A - Annex 1.
         These prices in US$ will be converted in Reais at the time of
         succeeding purchases using the conversion ratio applicable on the date
         of approval by TeleNorte of the Phase Acquisition Document or
         Purchase/Change Order.

         The exchange rate applicable is the one published by Brazilian Central
         Bank through Sisbacen System transaction PTAX-800-Sale-Option 5 for the
         date payment is due.

6.8.4    Notwithstanding the above clauses 6.8.1, 6.8.2, 6.8.3 the parties
         hereby agreed to follow what has been agreed in the side letter dated
         March 9, 1999 signed by the parties as follows:

         "The parties hereby acknowledge that the prices for Products and
         Services set forth in Exhibit - Annex 1 are identical to those provided
         to Telet for similar Products and Services. These prices have been set
         between Telet (an Affiliate of TeleNorte) and Ericsson in consideration
         of a total value commitment described in Section 2.21 of the Telet
         Agreement. Ericsson hereby acknowledges that Telet's prices are legally
         binding for both Telet and TeleNorte for the Term of the Agreement.

         Notwithstanding the above, TIW agrees to jointly review with Ericsson
         the economic imbalance which the R$ vs US$ devaluation may have on
         Ericsson's Agreement. This review will occur immediately following the
         signature of the Telenorte Agreement, as already negotiated with
         Ericsson, and the shipment of the equipment already covered by the
         Phases 1B-0 and 1B-1 Phase Acquisition Documents from TeleNorte. This
         review will be done in a climate of complete transparency such as to
         provide to TIW a satisfactory understanding of the impact of the
         devaluation and permit the quantification of mutually acceptable
         measures which would compensate for the economic imbalance created by
         the devaluation.

         As a gesture of goodwill and to help Ericsson to move without further
         undue delay with the above mentioned shipment, TeleNorte will make a
         one time payment of. 1.2MReais in addition to the price of the Phase
         1B-0 and Phase 1B-1 Phase Acquisition Document is to be considered as
         an advance on a potential increase in prices resulting from the
         above-mentioned assessment. This payment is not to be interpreted as a
         acceptance by TIW or TeleNorte that this amount is a justified increase
         in prices, nor indicative of relative size of potential future
         adjustments. It is understood that prices for any equipment, software
         and


                                      E-10
<PAGE>   10

         services which require conversion from US$ to R$ and which are not
         included in the existing Agreement will be negotiated taking into
         account prevailing conditions at time of conversion fram US$ to R$
         which will take place at the Phase Acquisition Document of Purchase
         Order dates.

6.9.     TAXES

6.9.1    The DDP Prices for the Products set forth in Exhibit A include the
         Imposto Sobre Produtos Industrializados (IPI), Imposto Sobre Circulacao
         de Mercadorias e Servicos (ICMS), Imposto Sobre Servicos (ISS) and
         Imposto de Importacao (11), the Programa 6.9 TAXES

6.9.2    The DDP Prices for the Products set forth in Exhibit A include the
         Imposto Sobre Produtos Industrializados (IPI), Imposto Sobre Circulacao
         de Mercadorias e Servicos (ICMS), Imposto Sobre Servicos (ISS) and
         Imposto de Importacao (11), the Programa de Integracao Social (PIS) and
         the Contribuicao para Financiamento da Seguridade Social (COFINS) taxes
         and other similar taxes. If, after the Effective Date, any of the
         foregoing taxes are increased, decreased, eliminated or modified by
         operation of law or as a result of change in interpretation of the law
         by the tax authorities or if new taxes are created that directly apply
         to the sale of the Products or performance of the Services, the
         respective DDP Prices will be modified to reflect the change.

6.9.3    If after the Effective Date, any Brazilian taxes other than those
         referred to in Section 6.9.1. having a measurabie impact. in excess of
         3%, on the cost of Products or Services are increased, decreased,
         created or extinguished, then the Parties will negotiate in good faith
         an interim adjustment to the DDP Prices set forth in Exhibit A of the
         Products or Services affected and such interim prices shall be
         applicable to any Purchase Orders issued by TeleNorte prior to the
         first subsequent annual adjustment of the DDP Prices as set forth in
         Section 6.8.2. If in the opinion of TeleNorte or Ericsson, acting
         reasonably, the first subsequent annual adjustment of the DDP Prices as
         set forth in Section 6.8.2 does not reflect adequately the effect of
         tax variation on the DDP Prices of the affected Products or Services,
         the Parties will enter into negotiations with the objective of agreeing
         on a fair and equitable adjustment of the DDP Prices of such Products
         and Services. For the purposes of this Section, Brazilian Taxes in
         effect as of the Effective Date are as follows:

<TABLE>
<CAPTION>
        NAME               DENOMINATION                        BASIS FOR CALCULATION          RATE
<S>                        <C>                                 <C>                            <C>
        1. INSS            Instituto Nacional do Seguro        Pay roll
                           Social Contribuicao
                           Previdenciaria:
                           -         a Parte Empresa                                           20
                           -         Salario Educacao                                          2.5%
                           -         INCRA                                                     0.2%
                           -         SENAI/SENAC                                               1.0%
                           -         SESI/SESC                                                 1.5
                           -         SEBRAE                                                    0.6%
        2.FGTS             Fundo de Garantia do Tempo de       Pay roll                        8.0%
                           Servico
        3.IOF              Imposto sobre Operacoes de          Remittance Amount               0%
                           Credito, Cambio e Seguro ou
                           Relativas a Titulos ou Valores
                           Mobiliarios (on imported Services
                           and Software)
        4.IRF              Imposto de Renda on imported        Remittance Amount               15%
                           Services
</TABLE>

6.9.4    For any error, omission or inaccuracy in the tax rates applicable on
         Effective Date as set forth in Exhibit A, Ericsson shall bear the
         liability for any additional amounts owed by TeleNorte because of
         Ericsson's error, omission, inaccuracy or miscalculation. Ericsson
         shall pay TeleNorte in Brazilian Reais an amount equal to the
         difference between the amount of taxes set forth in Exhibit A and the
         amount actually due to the


                                      E-11
<PAGE>   11

         Brazilian tax authorities. Ericsson to the extent possible shall make
         this payment to TeleNorte in advance of when TeleNorte must make its
         payment to Brazilian tax authorities. If TeleNorte is indemnified by
         Ericsson for a tax liability under this Section, Ericsson may have (a)
         the corresponding amount refunded to the extent TeleNorte subsequentfy
         recovers such amount from the tax authorities or (b) request that the
         amount of the indemnification be reduced or refunded to Ericsson by
         TeleNorte, to the extent that TeleNorte is entitled to a tax credit or
         a tax benefit resulting from application of the indemnified tax.

6.10.    PAST DUE PAYMENTS. Any payment not made as provided in this Section 6
         shall be subject to a late payment charge applied against the unpaid
         portion of the charge. The late payment charge shall be applied daily
         after the due date until payment is received. For late payments, the
         daily rate payment charge shall be calculated by multiplying the
         outstanding balance for the number of days of delay times the annual
         ANBID - rate plus six percent (6%) per annum divided by 365 days. Any
         payments more than ninety (90) days past due shall be considered a
         Ericsson right to cease its performance under this Agreement until
         payment, including applicable interest, is made.

6.11.    DISPUTED PAYMENTS. If TeleNorte disputes any invoice, it shall, within
         fifteen (15) days of its receipt of such invoice, so notify Ericsson,
         giving the reasons in sufficient detail for Ericsson to respond. The
         Parties will use their diligent efforts to resolve such dispute
         expeditiously and shall not delay the payment process for immaterial
         matters. Should TeleNorte dispute any sums due to Ericsson under this
         Agreement, TeleNorte shall pay, in accordance with this Agreement that
         part not in dispute. TeleNorte shall be liable to Ericsson for late
         payment charges computed in accordance with Section 6.10. for the
         amounts due to Ericsson should the dispute be resolved in Ericsson's
         favor. The time for paying the portion of the invoice in dispute shall
         be extended by a period of time equal to the time between Ericsson's
         receipt of such notice from TeleNorte and the resolution of such
         dispute plus five (5) business days.

7.       RESPONSIBILITIES OF TELENORTE

         Without further limiting the obligations of TeleNorte under this
         Agreement, TeleNorte agrees to perform the following duties:

7.1.     RESPONSIBILITY MATRIX. TeleNorte shall perform those responsibilities
         identified as those of TeleNorte, including TeleNorte's portion of
         responsibilities that are to be jointly performed by TeleNorte and
         Ericsson, defined in the "Responsibility Matrix" for each Phase.

7.2.     PERFORM TO SCHEDULE. TeleNorte shall negotiate in good faith the
         Implementation Schedule for each Phase and shall adhere to the
         Implementation Schedule for performance of its responsibilities set
         forth therein and use reasonable efforts to minimize all delays.

7.3.     COSTS. TeleNorte shall bear all the costs of its own legal fees,
         interconnection facilities, telephone and utility charges and other
         services and items being supplied by TeleNorte under this Agreement.
         TeleNorte shall be responsible for payment of the costs of additional
         customs bonded warehouse storage fees attributable to TeleNorte's
         failure to make payment of importation duties and taxes when due, as
         set forth in Section 6.8.3.

7.4.     PUNCHLIST. TeleNorte shall negotiate in good faith the items to be
         placed on each Punchlist.

7.5.     ENGINEERING INFORMATION.  TeleNorte shall:

7.5.1    Furnish, necessary information reasonably requested by Ericsson and in
         accordance with the Responsibility Matrix and Implementation Schedule;

7.5.2    Provide, upon reasonable request, Cellular Network usage information
         where Ericsson's analysis of Cellular Systems requirements has been
         requested by TeleNorte or is otherwise required by a specific


                                      E-12
<PAGE>   12

         provision of this Agreement in order for Ericsson to discharge its
         obligations under this Agreement and where the information requested is
         reasonably necessary for these purposes;

7.6.     OPERATION AND MAINTENANCE. TeleNorte shall assume responsibility for
         the lawful and proper operation and maintenance of the Cellular
         Network.

7.7.     EXPORT CONTROLS. Where necessitated by the country of origin of the
         Products, TeleNorte shall comply with all applicable export laws and
         regulations of the country of origin. Specifically, but without
         limitation, where the Products are so subject to export controls,
         TeleNorte agrees that it will not resell or re-export Products or
         technical data in any form without obtaining appropriate export or
         re-export licenses from the government of the exporting country.

7.8.     TELENORTE RESPONSIBILITY FOR CELLULAR NETWORK DESIGN.

         TeleNorte shall be responsible for design specifications and the
         Cellular network performance resulting therefrom.

7.9.     TELENORTE RESPONSIBLE FOR INCORRECT DELIVERY. If TeleNorte requests
         that a Product be delivered to a Site other than the one specified in
         the Phase Acquisition Document or Purchase Order, TeleNorte shall bear
         any additional expenses in delivering it to another Site (e.g.
         transportation expenses, storage, etc.).

7.10.    OTHER OBLIGATIONS. TeleNorte shall perform all other of its obligations
         set out in this Agreement including the following:

         (a)      allow Ericsson's personnel employed in the project access to
                  the Sites at all reasonable hours, and to permit the use by
                  such personnel of all routes, roadways and ramps under the
                  control of TeleNorte when such access and use are necessary
                  for the proper performance of Ericsson's obligations
                  hereunder;

         (b)      permit all Ericsson's personnel employed in the project
                  hereunder to use at reasonable times such portions of existing
                  plant or equipment under TeleNorte's controi as necessary for
                  the proper completion of such project, and as it will not
                  interfere with TeleNorte's business operations;

         (c)      take reasonable security measures to safeguard Ericsson's
                  equipment onTeleNorte's premises against all damages or loss
                  caused by TeleNorte's employees from the Delivery until the
                  date of Final Acceptance of all Products.

         (d)      ensure that TeleNorte's personnel carrying out activities at
                  the Sites do not interfere with the progress of Ericsson's
                  obligations hereunder:

         (e)      use all reasonable efforts to ensure the PSTN interconnections
                  by the dates set forth in the Implementation Schedule. Any
                  delay in TeleNorte's obtention of the PSTN interconnection
                  will temporarily relieve Ericsson from meeting subsequent
                  scheduled commitments which are dependent on the
                  interconnection but solely for the period of time resulting
                  directly from such delay in obtaining the interconnection;

         (f)      take all necessary actions in accordance with the relevant
                  Phase Responsibility Matrix to ensure that Sites are ready and
                  available for commencement of installation;

         (g)      make available at TeleNorte's warehouse facility a
                  representative to acknowledge and perform an inventory of the
                  Products received;


                                      E-13
<PAGE>   13

         (h)      ensure that Ericsson is properly informed of all information
                  in relation to other Project Suppliers required for Ericsson
                  to perform its obligations,;

         (i)      indemnify and hold Ericsson harmless from any liabilities,
                  costs and expenses including attorneys' and experts' fees
                  arising out of labor claims, lawsuits and proceedings
                  initiated against Ericsson by Ericsson's personnel allocated
                  to the project under TeleNorte's supervision, limited to the
                  personnel provided in accordance with Section 8.14., and
                  provided that TeleNorte has given cause to such labor claims,
                  lawsuits and proceedings.

8.       RESPONSIBILITIES OF ERICSSON

         Ericsson, without further limiting the obligations of Ericsson under
         this Agreement, agrees to perform the following duties:

8.1.     RESPONSIBILITY MATRIX. Ericsson shall perform those responsibilities
         identified as those of Ericsson, including Ericsson's portion of
         responsibilities that are to be jointly performed by TeleNorte and
         Ericsson, defined in each Phase's Responsibility Matrix.

8.2.     PERFORM TO SCHEDULE. Ericsson shall negotiate in good faith the
         Implementation Schedule and adhere to the Implementation Schedule for
         performance of its responsibilities set forth therein.

8.3.     ACCEPTANCE TESTS. Ericsson shall adhere to Acceptance Tests set forth
         in Exhibit B

8.4.     PUNCHLIST. Ericsson shall negotiate in good faith the items to be
         placed on each Punchlist.

8.5.     INFORMATION REQUESTED E3Y TELENORTE. Ericsson shall furnish to
         TeleNorte necessary information reasonably requested by TeleNorte and
         in accordance with the Responsibility Matrix and Implementation
         Schedule.

8.6.     UPGRADES, NEW PRODUCTS OR SERVICES. Ericsson shall make new and
         upgraded Products available to TeleNorte when the upgrades become
         available. Ericsson Software Upgrades shall be provided in accordance
         with Section 10.3. Except as provided for such Software, where such new
         Products or Services are developed by Ericsson. Ericsson shall
         negotiate the price and delivery schedule in good faith.

8.7.     SUPPORT SERVICES. Customer system support for the Cellular Network
         shall be provided on a per switch basis for a period of three(3) years
         in accordance with Exhibit A. The support period for each switch shall
         commence on the earlier of Final Acceptance or ninety (90)days after
         Ready for In-Service. The description of Ericsson's customer service
         support is set forth in Exhibit D.

8.8.     RETROFITS. Provided that TeleNorte has consented in writing, Ericsson
         shall provide a retrofit package or any change in cellular TDMA/AMPS
         standards subsequently put into effect by the government, regulatory
         agencies, the TIA, the EIA at Ericsson's then prevailing charges.

8.9.     DOCUMENTATION. Ericsson shall provide TeleNorte with the Documentation
         as set forth in Exhibit E.

8.10.    TRAINING. Ericsson shall provide the training courses and manuals for
         TeleNorte's employees as set forth in Exhibit J. Ericsson shall provide
         at no charge to TeleNorte 250 student-days of cellular training for
         TeleNorte's designated personnel. TeleNorte shall notify Ericsson prior
         to enrollment of its desire to use the free student days. Ericsson's
         standard cancellation policy shall apply. TeleNorte shall bear the
         travel and living expenses of its personnel. Ericsson shall make
         available to TeleNorte its most updated training course description.
         These courses and manuals will be generally in Portuguese and
         occasionally in English and will be in Sao Jose dos Campos, in the
         state of Sao Paulo.


                                      E-14
<PAGE>   14

8.11.    CONFORMITY WITH LAW. The Products and Services ordered hereunder shall
         comply with applicable federal, state and local laws, rules and
         regulations in effect on the Effective Date. Any impact caused by new
         laws, rules and regulations promulgated after the Effective Date will
         be subject to agreement of the Parties.

8.12.    SAFETY AND LEGAL STANDARDS. Ericsson is responsible for assuring that
         proper safety measures are taken to avoid accidents and that all work
         performed is done in accordance with the relevant health and
         occupational safety laws, whether the work is performed by Ericsson or
         by Ericsson's subcontractors. Ericsson shall be responsible at its own
         expense for ensuring that all necessary procedures are in place and
         supervision is provided to ensure the safety of all Ericsson's
         personnel or subcontractors who may at any time or for whatever reason
         be present on any of the Sites as part of Ericsson carrying out the
         Services, including but not limited to the Installation Services.
         Ericsson shall comply with TeleNorte's security policy for Sites.

8.13.    INSPECTION. TeleNorte and its employees, agents or representatives
         shall at all times have the right to inspect the performance by
         Ericsson of the Services referred to in Section 2.5. TeleNorte shall
         have the right to order the suspension of a Service being executed, if
         TeleNorte acting reasonable determine that the work is not in
         conformity with the terms of this Agreement and applicable laws and
         regulations. If Ericsson demonstrates that the suspended Service was
         being performed in conformity with this Agreement and applicable laws
         and regulations, then Ericsson shall not be responsible for any delays,
         penalties or additional cost arising from the suspension of such
         Services.

8.14.    OPERATION AND MAINTENANCE SUPPORT. Within thirty (30) days of
         TeleNorte's written request, Ericsson, in accordance with Exhibit A ,
         shall allocate the following technical personnel: (a) two (2) qualified
         O & M Switch specialists and (b) four (4) qualified O & M cell sites
         and specialists to provide services to Telenorte. Each individual's
         participation as set forth in this Section is based on a forty-hour
         workweek (Monday to Friday) (the "Standard Work Week"). To the extent
         that TeleNorte's requirements result in Ericsson's personnel working
         hours above the Standard Work Week or on weekends or statutory holidays
         in effect in the Territory, then Ericsson shall be entitled to charge
         TeleNorte for hours worked in excess of the Standard Work Week at the
         applicable overtime rate. The rendering of services by Ericsson's
         personnel above the Standard Work Week shall be subject to Brazilian
         labor laws, regulations and customs.

8.15.    REPAIR DEPOT. Ericsson shall maintain in Brazil a circuit board and
         component exchange depot to fulfill Ericsson's repair obligations in
         Exhibit G.

8.16.    ACCEPTANCE TESTS. Perform acceptance tests of all Products in
         accordance with the procedures set forth in Exhibit B.

8.17.    ERICSSON RESPONSIBLE FOR INCORRECT DELIVERY; EXCESS ITEMS. If any
         Product is delivered to an incorrect point, any additional expenses
         incurred in delivering it to the correct point of delivery and the risk
         of transportation shall be borne by Ericsson. Ericsson is also
         responsible for items delivered in excess of those required in the
         Phase Acquisition Document or Purchase Order or Change Order.

8.18.    MARKING AND IDENTIFYING GOODS. Ericsson's prices for Products include
         charges for packing and marking shipping containers in accordance with
         Ericsson's standard practices. In normal circumstances, Ericsson shall:

         (i)      Enclose a packing memorandum with each shipment and, if
                  shipment contains more than one package, identify the package
                  containing the memorandum; and

         (ii)     Mark Ericsson's manufactured Products as practicable for
                  identification in accordance with Ericsson's marking
                  specifications (e.g., model/serial number and month and year
                  of manufacture.)


                                      E-15
<PAGE>   15

         In order to meet TeleNorte's requests, Ericsson agrees to work with
         TeleNorte to determine the feasibility of marking shipping cartons in
         accordance with TeleNorte's specifications. Where in order to meet
         TeleNorte's requests Ericsson packs and/or is required to mark shipping
         cartons in accordance with TeleNorte's specifications, Ericsson may
         invoice TeleNorte additional charges for any material efforts required
         for such packing and/or marking.

8.19.    ERICSSON INSURANCE COVERAGE. Ericsson agrees to maintain, so long as it
         performs installation or other Services hereunder, the following
         insurance coverage as well as all other insurance required by law in
         the jurisdiction where the work is performed:

8.19.1   WORKER'S COMPENSATION. Workers' compensation and related insurance as
         required by law;

8.19.2   GENERAL LIABILITY. Commercial general liability insurance, with a limit
         of at least Five Million Reais (R$5.000.000.00) per occurrence, and
         comprehensive motor vehicle liability coverage with a limit of at least
         One Million Reais (R$1.000.000.00) for bodily injury, including death,
         to any one person, One Million Reais (R$1.000.000,00) for each
         occurrence of property damage, and Half Million Reais (R$500.000,00)
         for any other occurrence. The above indicated amounts shall be adjusted
         according to the provisions of Section 6.8.2 taking into account the
         index of column 27 of Conjuntura Economica Magazine published by FGV.

         Ericsson shall have the option where permitted by law to self-insure
         any or all of the foregoing insurance. In the event Ericsson exercises
         said option, Ericsson shall timely inform TeleNorte in writing.

8.19.3   SITE DELIVERY INSURANCE OF PRODUCTS. Shall be maintained until delivery
         to the Sites.

8.19.4   DEMONSTRATION OF INSURANCE. Upon request by TeleNorte, Ericsson shall
         demonstrate insurance coverage as required above.

9.       WARRANTIES

9.1.     PRODUCT WARRANTY.  Ericsson warrants to TeleNorte that:

9.1.1    PRODUCTS. For the period of twenty-four (24) months commencing on the
         earlier of Final Acceptance or ninety (90) days after Ready for
         In-Service, Ericsson's Products will be free from defects in material
         and workmanship, and will conform to Ericsson's specifications. The
         Warranty Period for a Product or part thereof repaired or provided as a
         replacement under this Warranty is twelve (12) months or the unexpired
         term of the Warranty Period applicable to the repaired or replaced
         Product or part, whichever is longer.

9.2.     APPLICATION PROCEDURES FOR PRODUCT WARRANTY. If, under normal and
         proper use during the applicable Warranty Period, a defect or
         nonconformity is identified in a Product furnished by Ericsson, and
         TeleNorte notifies Ericsson in writing of such defect or nonconformity
         promptly after TeleNorte discovers such defect or nonconformity and
         follows Ericsson's instructions regarding the return of the defective
         or non-conforming hardware Product, Ericsson shall take the following
         action:

9.2.1    Ericsson, at its option, shall promptly attempt to repair or replace
         such hardware Product without charge at its facility.

9.2.2    Where Ericsson has elected to repair or replace hardware Product that
         has been installed by Ericsson and Ericsson ascertains that the
         hardware Product is not readily returnable by TeleNorte, Ericsson will
         promptly repair or replace the Product at TeleNorte's Site.

9.2.3    If Ericsson has elected to repair or replace a defective circuit board
         or plug-in component, TeleNorte is responsible for removing and
         reinstalling it. For any other Product Ericsson shall be responsible
         for removal and reinstallation of the Product.


                                      E-16
<PAGE>   16

9.2.4    Products returned for repair or replacement will be accepted by
         Ericsson only in accordance with its instructions and procedures for
         such returns. The transportation expense associated with returning such
         Product to Ericsson shall be borne by TeleNorte.

         Ericsson shall pay the cost of transportation of the repaired or
         replacing Product to the destination designated by TeleNorte within the
         Territory.

9.2.5    Defective or non-conforming Products or parts that are replaced
         hereunder shall become Ericsson's property.

9.2.6    To the extent Ericsson makes generally available to its customers a
         warranty extension Program for hardware Products, TeleNorte has the
         option to participate in such Program, at Ericsson's then prevailing
         rates and other terms and conditions. In this case, (i) Ericsson shall
         notice to TeleNorte of such warranty extension Program as soon as
         practicable, and (ii) upon receipt of such notice, TeleNorte shall give
         Ericsson notice of its decision to purchase any available extension at
         least thirty (30) days prior to the expiration of the warranty to be
         extended.

9.3.     SOFTWARE WARRANTY.

9.3.1    Ericsson warrants to TeleNorte that each item of Software, when
         delivered to TeleNorte and properly installed and operated, will be
         free from defects which result in reproducible malfunctions which
         materially affect the use of the Software in accordance with Ericsson's
         specifications therefor for a period of twenty four (24) months from
         the earlier of Final Acceptance or ninety (90) days after Ready for
         In-Service.

9.3.2    With respect to Software, from a supplier other than Ericsson, Ericsson
         does hereby assign to TeleNorte the warranties given to Ericsson by its
         supplier of such items and such warranties will prevail for a term of
         at least twelve (12) months from the earlier of Final Acceptance or
         ninety (90) days after Ready for In-Service. If Ericsson is prevented
         from assigning such warranties, Ericsson itself shall fully warrant
         such Software for a period of twelve (12) months from Final Acceptance.

9.4.     WARRANTY FOR SERVICES. Ericsson warrants to TeleNorte that Services
         will be performed in a careful and workmanlike manner and in accordance
         with Ericsson's Specifications or any mutually agreed specification for
         such Services using material free from defects except where such
         material is provided by TeleNorte. If the Services prove to be not so
         performed and if TeleNorte notifies Ericsson within a six (6) month
         period commencing on the date of completion of the Services, Ericsson,
         at its option and expense, either will promptly correct any defects and
         deficiencies for which it is responsible or promptly render a full or
         pro-rated refund or credit based on the original charge for the
         Services.

9.5.     NO TROUBLE FOUND. If Ericsson determines that a Product for which a
         warranty is claimed is not defective or not non-conforming, TeleNorte
         shall pay Ericsson's reasonably incurred costs of handling, inspecting,
         testing, and transporting and, if applicable, travelling and related
         expenses. However, if upon return to service the Product apparently
         fails to operate properly, TeleNorte and Ericsson shall jointly work to
         determine the cause of such failure and, if it is determined that the
         failure in fact was the result of a warranted defect or nonconformity
         in such item, TeleNorte's obligation to pay such costs shall be
         extinguished. In such case any amount previously paid to Ericsson shall
         promptly be refunded to TeleNorte.

9.6.     SIGNALING SYSTEMS WARRANTY. Ericsson warrants that the operation of its
         R2, ISUP/SS7, IS-41 and IS-136 signaling systems comply with the
         standards in effect in Brazil on the Effective Date.

         Temporary or long term changes that Ericsson may be able to supply in
         the form of software work-arounds" or "exchange data" to overcome other
         operator or vendor network deviations from the standards will be
         provided free of charge, subject to joint effort to implement analysis.


                                      E-17
<PAGE>   17

         The Parties agree that evolution in generic signaling interfaces in
         Brazil after the Effective Date would have to be addressed on a case by
         case basis. Ericsson normally provides the software requirements to
         comply with the evolution in generic signaling interfaces free of
         charge. New Product requirements would be provisionable, chargeable
         items.

9.7.     BILLING SYSTEM/PSTN COMPATIBILITY WARRANTY. Ericsson warrants that its
         MSC CDR (Call Data Record) is PSTN compatible and the operation of its
         MSC CDR complies with the standards in effect in Brazil on the
         Effective Date.

         Ericsson will assume the cost of modifying its MSC CDR to the extent it
         is incompatible with other operator or vendor networks and equipment
         that comply with generally acceptable billing standards.

         In regards to MSC CDR compatibility with the PSTN, temporary or long
         term changes that Ericsson may be able to do in software work-around
         solutions and/or Software Corrections to overcome other operator or
         vendor network deviations from the requirements will be provided free
         of charge, subject to a joint effort to implement analysis.

         The Parties agree that evolutions in billing and PSTN compatibility
         requirements in the Brazilian market after the Effective Date would
         have to be addressed on a case by case basis. Ericsson normally
         provides the software requirements to comply with the evolution in
         billing standards free of charge. New hardware requirements would be
         provisionable, chargeable items.

9.8.     GUARANTEED CAPACITIES.

9.8.1    Ericsson warrants that each Network Element and Product identified in
         Exhibit A, provided to TeleNorte pursuant to this Agreement shall at
         all times meet or exceed the applicable guaranteed capacities as set
         forth in applicable Phase Acquisition Documents.

9.8.2    If TeleNorte believes that Ericssan has breached its guarantee under
         Section 9.8.1 TeleNorte shall so notify Ericsson in writing, such
         notice to set forth in reasonable detail the nature of the suspected
         breach and the likely impact of such breach on the affected System(s).
         If Ericsson fails, within thirty (30) days after the date of
         TeleNorte's notice (the "Investigation Period"), to establish, to
         TeleNorte's reasonable satisfaction, that the affected Product is in
         compliance with the applicable Design Assumptions or to cause such
         Product to so comply, then TeleNorte shall be entitled to compensation
         from Ericsson as set forth in this Section 9.8, provided that TeleNorte
         gives written notice to Ericsson of its intent to seek compensation
         hereunder within fifteen (15) days after the expiration of such thirty
         (30) day period.

9.8.3    With respect to any Product that fails to fulfill the applicable stated
         capacities as set forth in applicable Phase Acquisition Documents,
         Ericsson will provide any additional or enhanced Products and the
         services necessary to cause such non-conforming Products (considered
         together with such additional Products) to comply with the applicable
         stated capacities. The time of such replacement or time of furnishing
         of any additional or enhanced Products and services to comply with the
         applicable stated capacities shall be discussed by the Parties in a
         case by case basis in compliance with Exhibit I entitled Warranty
         Support Procedure. The Parties hereby agree that such replacement or
         time of furnishing of any additional or enhanced Products and services
         shall duly take into account the impact of the shortage of capacities
         on TeleNorte's operation. Ericsson shall provide such additional or
         enhanced Products and services at its own expense, except to the extent
         that the Products so provided by Ericsson result in additional capacity
         being available to TeleNorte in excess of stated and expected capacity
         for the non-conforming Product (such excess, the "Excess Capacity.
         TeleNorte shall pay Ericsson an amount (not to exceed the DDP Price of
         such additional Products) proportional to the Excess Capacity but only
         to the extent that the Excess Capacity exceeds the stated capacity by
         10% or more. Notwithstanding the foregoing, Ericsson shall not issue
         any invoice to TeleNorte, and TeleNorte shall not be required to pay
         any amount, in respect of any Excess Capacity, unless and until
         TeleNorte first uses such Excess Capacity. Title and risk of loss to
         any additional Products delivered pursuant to this Section 9.8 shall
         pass to TeleNorte at Delivery.


                                      E-18
<PAGE>   18

9.9.     COSTS NOT TO BE BORNE BY ERICSSON. Notwithstanding anything to the
         contrary in this Section 9, Ericsson shall not be responsible for any
         of the following costs incurred by TeleNorte in connection with
         Products and Services provided to TeleNorte pursuant to Section 9.8.3.

         (a)      land acquisition or lease costs,,

         (b)      building costs,

         (c)      operational or maintenance costs associated with the
                  additional Products; and

         (d)      lost revenue;

9.10.    CONSEQUENCES OF FAILURE TO FULFILL THE CAPACITIES. The provision of
         additional Products and Services pursuant to Section 9.8.3, shall be
         subjected to Ericsson's Ready for In-Service date Liquidated Damage
         provisions as set forth in Section 13.2 in relation to the related
         Phase Acquisition Document or Purchase/Change Order specifications.

9.11.    PRODUCT CHANGES OR SUBSTITUTIONS BY ERICSSON. At any time during its
         performance of this Agreement, Ericsson may implement changes in the
         Products identified in Exhibit A, modify the drawings and
         specifications relating thereto, or substitute Products of a similar or
         more recent design. Ericsson will provide TeleNorte with advance
         written notice of any change, modification or substitution, including
         notice of Ericsson's intention to change the Product price. The notice
         shall be given at least thirty (30) days in advance of the effective
         date of the change, modification or substitution. However, notice of
         ten (10) days will be necessary where Ericsson reasonably considers the
         change as minor, where there is no price change and where items (a)
         through (g) set forth below are complied with.

         Changes, modifications or substitutions must comply with each of the
         following requirements:

         (a)      it must not adversely affect TeleNorte's ability to fulfill
                  its obligations under the Concession or ability to operate its
                  Cellular Network in accordance with the specifications;

         (b)      it must not adversely affect physical or functional
                  interchangeability or performance specifications unless
                  otherwise agreed in writing by TeleNorte;

         (c)      the price for equivalent performance must be the same or lower
                  than the price provided in this Agreement unless otherwise
                  agreed in writing by TeleNorte. This price comparison shall
                  include all pertinent and related costs to TeleNorte:

         (d)      it must not detract from the safety of the Product;

         (e)      it must have received all necessary regulatory approvals,
                  including type-acceptance or type-certification, electrical
                  safety agency approval, etc;

         (f)      it must be functionally equivalent and plug-compatible with
                  the prior Product;

         (g)      it must not in any way reduce or in any way diminish
                  Ericsson's obligations under the warranties provided in this
                  Agreement nor may it reduce or diminish in any way the scope
                  of warranties and representations provided to TeleNorte under
                  this Agreement.

         Where each of these requirements has been met to TeleNorte's
         satisfaction, TeleNorte and Ericsson shall agree upon a Change Order
         reflecting Ericsson's proposal.

         With respect to changes, modifications, and substitutions which do not
         conform to the foregoing requirements, Ericsson shall notify TeleNorte
         in writing thirty (30) days prior to their effective dates. In


                                      E-19
<PAGE>   19

         the event that any such change is not desired by TeleNorte, TeleNorte
         shall notify Ericsson within thirty (30) days from the date of notice
         and Ericsson shall not furnish any such changed Products to TeleNorte
         on any orders in process at time Ericsson is so notified. If a change
         is acceptable to TeleNorte, such change shall be reflected in a Change
         Order.

9.12.    YEAR 2000 WARRANTY

         Ericsson represents and warrants that the Products shall function,
         during the applicable Warranty period, with respect to any date
         dependent operations prior to, into and through the Year 2000, without
         any material, service affecting non-conformance to its applicable
         specifications, provided that both any hardware and/or any specific
         software load or release designated as necessary by Ericsson has been
         installed with respect to such Products. If any Product fails to so
         function, TeleNorte's remedy and Ericsson's obligation under this
         warranty is for Ericsson to correct such failure through, at Ericsson's
         option, the repair or replacement or modification of the relevant
         hardware and/or software of such Product or such other actions as
         Ericsson reasonably determines to be appropriate, all in the time,
         manner and upon the conditions set out in the hardware and/or software
         Warranty provisions of this Agreement with respect to the Products. The
         provisions set forth in this Section do not constitute a representation
         that the date format used by any Product supplied hereunder complies
         with any particular standard. Certain Products may continue to use year
         representations which do not use four digits where such representations
         can be interpreted without ambiguity as to century.

         In the case that the Products do not function, during the applicable
         Warranty period, with respect to any date dependent operations prior
         to, into and through the Year 2000 as mentioned above, to the extent
         Ericsson proves that such non-compliance is attributable to previous
         equipment (HW and SW) purchased and installed or not by TeleNorte,
         prior to the Effective Date, Ericsson shall not be responsible for such
         non conformity.

9.13.    DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY.

9.13.1   EXCLUSIONS. For all warranties set forth hereunder. TeleNorte hereby
         agrees that Ericsson shall not be liable or responsible for any
         deficiencies resulting from:

         (a)      Ericsson's reliance on erroneous material information
                  furnished by TeleNorte to Ericsson in the Network Documents or
                  agreed to in a document signed by TeleNorte Project Manager or
                  an authorized representative;

         (b)      reasons of Force Majeure;

         (c)      unauthorized TeleNorte material changes, modifications or
                  revisions to the Products;

         (d)      as to the stated capacities, material reasons attributable to
                  TeleNorte, and including:

                  (A) TeleNorte's failure to apply Ericsson's explicit plans or
                  instructions for system design, preventive and remedial
                  maintenance, frequency management, parameter adjustments and
                  cell site traffic engineering for radio capacity; (B)
                  TeleNorte's failure to implement all Ericsson recommended
                  recovery and system stabilization procedures; (C) TeleNorte's
                  decision not to implement Software Updates and Software
                  Corrections promptly upon their availability where such
                  Software Updates and Software Corrections are made available
                  by Ericsson to TeleNorte as provided in this Agreement; (D)
                  TeleNorte's failure to replace defective circuit boards: (E)
                  TeleNorte's failure to follow applicable explicit instructions
                  of Ericsson, where such instructions are capable of reasonable
                  interpretation and are unambiguous;

         (e)      modifications, misuse, neglect, or abuse of the Products,
                  except when made, done or caused by Ericsson (including its
                  subcontractors); improper wiring, repairing, splicing,
                  alteration,


                                      E-20
<PAGE>   20

                  installation, storage or maintenance, except when made, done
                  or caused by Ericsson; use in a manner not in accordance with
                  Ericsson's or vendor's specifications, operating instructions
                  or software license to use or failure of TeleNorte to apply
                  previously applicable Ericsson modifications and corrections;

         (f)      defects in Products (and related Software) neither
                  manufactured nor supplied by Ericsson under the terms of this
                  Agreement.

         In addition, Ericsson makes no warranty with respect to Products which
         have had their serial numbers or months and year of manufacture
         removed, obliterated or altered, and with respect to expendable items,
         including, without limitation, fuses, light bulbs, motor brushes, and
         the like.

9.14.    NETWORK EXPANSION AND SPARES.

9.14.1   Class A and AC Hardware Changes. Ericsson shall provide Class A Changes
         and Class AC Changes free of charge to TeleNorte for the life of the
         Products.

9.14.2   Network Expansion Availability. For a period of five (5) years from the
         expiration of the Term, Ericsson shall make available to TeleNorte
         standard Ericsson manufactured Products and Ericsson developed Software
         that is compatible and functionally equivalent to and will permit
         normal Network expansion within the parameter defined by the
         specifications and under terms and conditions (including prices)
         mutually agreed to by TeleNorte and Ericsson. If Ericsson discontinues
         the supply of compatible standard Products or Software during such
         period of time, and such is not reasonably available from any other
         vendor, then Ericsson shall make available to TeleNorte a commercially
         reasonable Project for migration to Ericsson's then-current products
         offering similar functionality.

         Nothing herein shall bar Ericsson from discontinuing individual items
         of hardware Products. Ericsson shall notify TeleNorte, usually at least
         one (1) year, before Ericsson discontinues accepting orders for an item
         of Ericsson's manufactured Product sold under this Agreement. Where
         Ericsson offers a Product for sale that is equivalent in form, fit and
         function, the notification period may vary. Notwithstanding the
         foregoing, Ericsson agrees that it will not discontinue accepting
         orders for Products until Ericsson and TeleNorte have agreed upon a
         mutually acceptable transition plan that takes into account TeleNorte's
         existing investment in the item scheduled for discontinuance, including
         a last opportunity to order additional numbers of such Products to
         include in its inventory.

9.14.3   SPARE PARTS AVAILABILITY. Ericsson warrants the availability of
         spareparts or their functional equivalent for the Products for a period
         of five (5) years from the expiration of the Term. Prices for spare
         parts shall be those in effect at the time of order placement. Should
         Ericsson during the aforesaid period discontinue production of any
         spare parts, Ericsson will give TeleNorte advance written notice to
         enable TeleNorte to place orders for its requirements of spare parts or
         enter into any other mutually satisfactory arrangements with Ericsson
         prior to discontinuance of production.

10.      SOFTWARE LICENSE AND INTELLECTUAL PROPERTY RIGHTS

10.1.    RIGHT TO USE SOFTWARE LICENSE. Ericsson reserves title to Software and
         hereby grants to TeleNorte the right to use license for Software
         provided hereunder upon and subject to the terms and conditions set
         forth in Software license terms contained in Exhibit C and forming part
         hereof. With respect to Software provided from a supplier other than
         Ericsson, Ericsson warrants it has the right to grant a sublicense to
         TeleNorte to use the Software. Such expressly granted rights are for
         use of the Software to operate the Cellular Network in the Territory
         only.

10.2.    SOFTWARE CORRECTIONS. Ericsson shall provide TeleNorte with Software
         Corrections for Software licensed hereunder to TeleNorte, as such
         Software Corrections become available. Ericsson shall grant TeleNorte a
         right to use license for any Software Correction.


                                      E-21
<PAGE>   21

10.3.    SOFTWARE UPGRADES. Software Upgrades approved by Ericsson for
         commercial release will be provided in accordance with Exhibit A.
         Optional features included in new releases are not free of charge and
         must be purchased by TeleNorte. TeleNorte shall also be responsible for
         any purchases of additional hardware required for use with new software
         releases.

10.4.    OPTIONAL FEATURES. Ericsson shall provide the following optional
         Software features free of charge to TeleNorte for the first 100,000
         subscribers:

         Calling Number ID

10.5.    DEFENSE AGAINST INFRINGEMENT CLAIMS. In any claim, action. suit or
         legal, arbitration, mediation or other proceedings, Ericsson, at
         Ericsson's expense. shall defend TeleNorte, its directors, officers.
         agents and employees, against any claim that Products, including
         Software, supplied hereunder, (collectively, the "Indemnified
         Products") infringes any patent or copyright. trademark, trade secret
         or other tangible or intangible property right, whether Brazilian or
         foreign, which is recognized or the judgment of which is enforceabe in
         the in Brazil (collectively, "Proprietary Rights"), by reason of their
         use in furnishing cellular services in accordance with Ericsson's
         specifications provided that (i) TeleNorte notifies Ericsson in writing
         of the claim, promptly, but no later than thirty (30) days after
         TeleNorte has received written notice of such claim, (ii) Ericsson has
         sole control of the defense, including appeals, and all related
         settlement negotiations, and (iii) upon Ericsson's request, TeleNorte
         gives Ericsson information and reasonable assistance for the defense.
         TeleNorte may, at its sole cost, engage counsel to confer with Ericsson
         in connection with any such claim. Ericsson shall reimburse TeleNorte
         its actual reasonable costs for personnel (including legal counsel) or
         resources engaged in providing information or assistance requested by
         Ericsson. Ericsson shall indemnify and hold harmless TeleNorte, its
         officers, agents and employees against any such claims, demands, causes
         of action, costs, expenses, liabilities, damages or losses, finally
         awarded against TeleNorte by a court of law, agreed to in settlement or
         awarded by any other body or person authorized under law or contract to
         award such damages on account of such alleged infringement or
         violation.

10.6.    ERICSSON TO ACT. If TeleNorte's use of the Indemnified Products shall
         be enjoined, or in Ericsson's opinion, is likely to be enjoined,
         Ericsson shall, at its option and expense, either procure the right for
         TeleNorte to continue using such Indemnified Products or replace or
         modify the Indemnified Products so that they become non-infringing. If
         none of the foregoing options is commercially reasonable, Ericsson will
         remove the enjoined Indemnified Products and refund to TeleNorte any
         amounts paid to Ericsson, less a reasonable charge for any actual
         period of use by TeleNorte. Should the Indemnified Product so removed
         be a component of the Cellular Network and such removal causes any part
         of the Cellular Network not to meet the Guaranteed Capacities, then
         Ericsson shall be liable for returning the Product to the Guaranteed
         Capacities and for direct damages caused to TeleNorte resulting from
         such actions.

10.7.    INFORMATION SUPPLIED BY TELENORTE. Notwithstanding the above, Ericsson
         has no liability for any claim of Proprietary Right infringement to the
         extent that (i) it arises directly and wholly from adherence to
         specifications, designs, drawings or instructions furnished by
         TeleNorte; or (ii) arises from adherence to instructions to apply
         TeleNorte's trademark, trade name or other company identification, or
         (iii) resides in Project Suppliers' equipment which is not of
         Ericsson's origin and which is furnished by TeleNorte to Ericsson for
         use under this Agreement or (iv) relates to uses of Indemnified
         Products provided by Ericsson in combination with other Indemnified
         Products furnished either by Ericsson or other, which combination was
         not installed, recommended or otherwise approved by Ericsson. In the
         foregoing cases numbered (i) through (iv), TeleNorte will defend and
         save Ericsson harmless, subject to the same terms and conditions and
         exceptions stated above in Sections 10.5 and 10.6 with respect to the
         Ericsson's obligations.


                                      E-22
<PAGE>   22


11.      CONFIDENTIALITY.

11.1.    CONFIDENTIAL INFORMATION DEFINED. "Confidential Information" shall mean
         that information disclosed by one Party to the other which at the time
         of disclosure is designated as confidential (or like designation), is
         disclosed in circumstances of confidence or would be understood by the
         Parties exercising reasonable business judgment to be confidential
         pursuant to this Agreement and shall include, without implied
         limitation, formulas, processes, designs, photographs, plans, samples,
         Product performance reports, subscriber lists, pricing information,
         studies, findings, inventions, ideas, drawings, schematics, sketches,
         specifications, parts lists, technical data, data bases, software in
         any form, flowcharts, algorithms, and other business and technical
         information. Confidential Information may be communicated orally, in
         writing, by electronic or magnetic media, by visual observation and by
         other means. The Party receiving said notification shall, from that
         time forward treat such information as proprietary. Excluded from
         Confidential Information is that which the recipient had in its
         possession without confidential limitation prior to disclosure, which
         is independently developed by either Party, which is known or becomes
         known to the general public without breach of this Agreement or which
         is rightfully received from a third Party and without confidential
         limitation.

11.2.    EXCHANGE OF INFORMATION. From time to time during the performance of
         this Agreement, the Parties may deem it necessary to provide each other
         with Confidential Information. The Parties agree:

11.2.1   NONDISCLOSURE. Each of them shall maintain the confidentiality of such
         Confidential Information and not to disclose it to any third Party
         except as authorized by the original disclosing Party in writing.

11.2.2   "NEED TO KNOW" DISCLOSURE. Each of them shall restrict disclosure of
         Confidential Information only to employees and Authorized Agents who
         have a "need to know." Such Confidential Information shall be handled
         with the same degree of care which the receiving Party applies to its
         own Confidential Information but in no event no less than reasonable
         care.

11.2.3   PRECAUTIONS. Each of them shall take all necessary and appropriate
         precautions to guard the confidentiality of Confidential Information,
         including informing its employees and authorized agents who handle such
         Confidential Information that it is confidential and not to be
         disclosed to others, but in no event, less than reasonable care.

11.2.4   OWNERSHIP. Confidential Information is and shall at all times remain
         the property of the disclosing Party. No use of any Confidential
         Information is permitted except as otherwise provided herein and no
         license to a Party under any trademark, patent, copyright, mask work or
         any other intellectual property right, is either granted or implied by
         the conveying of Confidential Information to such Party.

11.2.5   USE. Each of them shall use such Confidential Information only as
         required for the purposes of this Agreement.

11.2.6   REPRODUCTION. Confidential Information furnished in written, pictorial,
         magnetic or other tangible form shall not be reproduced or copied, in
         whole or part, except as reasonably necessary (i) by Ericsson for its
         performance under this Agreement, and (ii) by TeleNorte for its
         installation, operation and maintenance of items furnished by Ericsson
         under this Agreement; if copied or reproduced shall bear the same
         notices or legends, if any, as the originals and shall, together with
         any full or partial copies thereof, be returned, destroyed or erased
         (including any computer memory thereof) when no longer needed for the
         purposes authorized under this Agreement. The receiving Party shall use
         reasonable efforts to return, destroy, or erase such tangible
         Confidential Information. (including copies, reproductions or other
         documents containing Confidential information) within ten (10) business
         days of the disclosing Party's written request.

11.2.7   Survival. This Section shall continue until termination of this
         Agreement; provided, however that all obligations hereunder with
         respect to Confidential Information received prior to such expiration,
         cancellation or termination of this Agreement shall survive such
         expiration, cancellation or termination for


                                      E-23
<PAGE>   23

         three (3) years thereafter, if the Confidential Information is business
         information, or for five (5) years thereafter, if the Confidential
         Information is technical.

11.3.    AGREEMENT DISCLOSURE. Except as may be required by applicable law,
         neither Ericsson nor TeleNorte shall disclose to any third party the
         contents of this Agreement, the Exhibits or any amendments hereto or
         thereto for a period of two (2) years after the termination of this
         Agreement without the prior written consent of the other Party.
         Additionally, neither Party shall disclose the existence of this
         Agreement where both Parties agree in writing in advance upon the
         manner and content of such disciosure. Ericsson to the extent
         appropriate can disclose the content of the Agreement to its
         subcontractors, provided such subcontractors agree in writing to
         maintain such information confidential. TeleNorte may disclose this
         Agreement to banks and financing entities with a view to obtaining
         funds provided the said banks and financing entities agree in writing
         to maintain such information Confidential.

11.4.    THIRD PARTIES. Except as provided below with respect to Authorized
         Agents, neither Party shall disclose Confidential Information of the
         other Party hereto to any third person without such other Party's prior
         written consent, Any such consent may be conditioned upon execution by
         the third person of a nondisclosure agreement in a form satisfactory to
         the Party whose Confidential Information is being disclosed.

11.5.    AUTHORIZED AGENTS. For purposes of this Section 11, the term
         "Authorized Agent" includes an attorney, a consultant, a subcontractor,
         a Project Supplier or other third Party, but only to the extent such
         Party is performing or enforcing (or assisting the receiving Party to
         perform or enforce) or advising the receiving Party with respect to its
         rights and obligations under this Agreement, and provided that such
         third Party agrees in writing (a copy of which writing will be produced
         to the disclosing Party at its request) to the same conditions
         respecting use of Confidential Information contained in this clause and
         to any other reasonable conditions requested by the disclosing Party.

11.6.    TRADEMARK AND PUBLICITY. Nothing contained in this Agreement shall be
         construed as conferring any right to use any name, trademark or other
         designation of either Party hereto, including any contraction,
         abbreviation, or simulation of any of the foregoing, in advertising,
         publicity or marketing activities. Any publicity, advertising, etc.,
         with regard to this Agreement or the Cellular Network which mentions
         the other Party shall be mutually agreed upon in writing prior to
         disclosure.

12.      TITLE AND RISK OF LOSS

12.1.    TITLE PASSAGE AND RISK OF LOSS. Unless otherwise provided in this
         Agreement or as otherwise may be agreed to by the Parties, title to
         Products shall be transferred to TeleNorte upon Delivery and risk of
         loss shall be transferred upon Conditional Acceptance. Title to
         Ericsson's intellectual property, including Software, patents,
         copyrights, trademarks and tradenames, shall not be conveyed to
         TeleNorte at any time.

         TeleNorte shall notify Ericsson promptly of any claim with respect to
         loss which occurs while Ericsson has the risk of loss and shall
         cooperate in every reasonable way to facilitate the settlement of any
         claim.

12.2.    LIABILITY FOR NEGLIGENCE. Notwithstanding anything herein to the
         contrary, the Party that by negligence, intentional act or failure to
         act where action is required under this Agreement causes damage, loss
         or destruction to any Product shall be liable to the other Party
         irrespective of the fact that title and risk of loss of such Product is
         incumbent upon such other Party.

13.      DAMAGES, BONUSES, DELAYS AND TERMINATION

13.1.    PROPERTY AND PERSONAL INJURY (TELENORTE)


                                      E-24
<PAGE>   24

13.1.1   PROPERTY DAMAGE. Ericsson shall indemnify and hold harmless TeleNorte
         and its directors, officers, agents, servants and employees from any
         claim, demand, cause of action, damage, cost, expense, loss or
         liability, on account of tangible property damage (including damage to
         property owned by third Parties other than TeleNorte), arising out of
         or in connection with this Agreement to the extent such damages were
         caused by the negligent acts or omissions, willful misconduct and
         strict product liability of Ericsson or its agents, contractors,
         officers or employees, or any person responsible to Ericsson hereunder
         while performing under this Agreement provided: (i) TeleNorte promptly
         notifies Ericsson in writing of any suits, claims or demands against
         TeleNorte for which Ericsson is responsible under this indemnity, (ii)
         TeleNorte gives Ericsson full opportunity and authority to assume the
         sole defense of and settle such suits, and (iii) TeleNorte furnishes to
         Ericsson upon request all reasonable information and assistance
         available to TeleNorte for defense against any such suit, claim or
         demand. Ericsson's liability under this indemnity shall be that
         proportion directly attributable to the fault of Ericsson or its
         employees or agents but in no event exceed One Million Reais (R$
         1.000.000,00) for any one occurrence of property damage, such value to
         be annually adjusted as per the 'IGP-DI Coluna 27' index, issued by
         FGV.

13.1.2   PERSONAL INJURY (TELENORTE). Ericsson shall indemnify and hold harmless
         TeleNorte and its directors, officers, agents, servants and employees
         from any claim, demand, cause of action, damage, cost, expense, loss or
         liability, on account of death or personal injury (whether to
         TeleNorte, TeleNorte's officers, agents or employees or third Parties)
         arising out of or in connection with this Agreement to the extent such,
         injury or death was caused by the negligent acts or omissions, willful
         misconduct or product liability of Ericsson or its agents, contractors,
         officers or employees, or any person responsible to Ericsson hereunder
         while performing under this Agreement provided: (i) TeleNorte promptly
         notifies Ericsson in writing of any suits, claims or demands against
         TeleNorte for which Ericsson is responsible under this indemnity, (ii)
         TeleNorte gives Ericsson full opportunity and authority to assume the
         sole defense of and settle such suits, and (iii) TeleNorte furnishes to
         Ericsson upon request all reasonable information and assistance
         available to TeleNorte for defense against any such suit, claim or
         demand at Ericsson's costs. Ericsson's liability under this indemnity
         shall be that proportion directly attributable to the fault of Ericsson
         or its employees or agents, or as may be determined by a court of Law.

13.2.    LIQUIDATED DAMAGES. Should Ericsson, as a result of its breach of its
         obligations under this Agreement, fail to meet a Ready for In-Service
         date, as specified in the applicable Phase Acquisition Document,
         Ericsson shall be liable to TeleNorte for liquidated damages to accrue
         at the rate of one and half percent (1.5%) of the value of the portion
         of the Cellular System, which, as a result of Ericsson's breach, is not
         available to provide service as a result of the delay, per week of
         delay commencing after the scheduled Ready for In-Service date, up to a
         maximum of ten percent (10%) of the total DDP value of the relevant
         Phase as contained in each Phase Acquisition Document. If TeleNorte has
         the right to receive from Ericsson liquidated damages under this
         Section 13.2, TeleNorte shall be entitled to set off the amount due
         under this Section 13.2. against payment of any Ericsson invoices
         thereafter, in whole or in part, up to an amount equal to such
         liquidated damages or costs, as the case may be. TeleNorte will give
         Ericsson prior written notice specifying in reasonable detail the basis
         for such withholding.

13.3.    REMEDIES FOR TELENORTE DELAYS. For delays caused by TeleNorte
         ("TeleNorte Delays"), the dates set forth in the Implementation
         Schedule or other schedules for Ericsson's performance shall be
         adjusted to later dates. The extent of adjustment shall be as many days
         as are required to compensate the TeleNorte Delay and the adjustment
         shall be based on a review of the relevant Ericsson's critical path
         development and deployment plans ie. planning evaluation and review
         technique/critical path method ("PERT/CPM" chart). Where additional
         expenses are incurred by Ericsson in making up for a TeleNorte Delay,
         Ericsson shall receive an equitable adjustment in its prices to
         compensate for the additional expenses. If Ericsson is unable to
         deliver or install Equipment of perform Services because of TeleNorte's
         failure to satisfy its obligations under this Agreement, then TeleNorte
         shall (i) furnish suitable temporary storage facilities for such
         Equipment and reimburse Ericsson for all reasonable cost and
         out-of-pocket expenses actually incurred by Ericsson attributable to
         TeleNorte's failure to have the Sites ready and available for the
         commencement of installation including cost (a) to store such Equipment
         (including the costs of transporting such Equipment to and from
         Ericsson's storage facilities if TeleNorte fails to furnish


                                      E-25
<PAGE>   25

         suitable temporary facilities and (b) to redeploy Ericsson's workforce.
         For the avoidance of doubt, a "TeleNorte Delay" includes but is not
         limited to any delay resulting from TeleNorte's delay in obtaining
         interconnection with the PSTN.

13.4.    CONCESSION PENALTY AGAINST TELENORTE. In the event that ANATEL assesses
         a penalty against TeleNorte for failure to meet the terms of the
         Concession as a result of Ericsson's failure to properly and timely
         discharge its duties under this Agreement, Ericsson shall indemnify
         TeleNorte for any such penalty up to an aggregate limit of five percent
         (5%) of the Commitment Value in the proportion of its participation to
         the commitment as set forth in 2.2.1.

13.5.    TELENORTE DELAY TERMINATION. Should a TeleNorte delay with respect to
         an Implementation Schedule date exceed ninety (90) days, Ericsson may
         cease its performance under this Agreement until the Parties have in
         good faith arrived at a mutually acceptable revised Implementation
         Schedule. If the Parties fail to agree upon the revised Implementation
         Schedule in the subsequent ninety (90) days Ericsson may terminate this
         Agreement as provided herein for TeleNorte's failure to perform.
         Ericsson's right of termination is without prejudice to any other
         remedies that Ericsson may possess.

13.6.    MAXIMUM LIQUIDATED DAMAGES. Should liquidated damages for any given
         Phase reach ten percent (10%) of the value of the Cellular System of
         the particular Phase, TeleNorte may terminate this Agreement. TeleNorte
         must exercise this right of termination at any time within thirty (30)
         days after such right to terminate accrues.

13.7.    BREACH BY EITHER PARTY. Where a Party is in material breach of this
         Agreement, and where the non-breaching Party has given ninety (90) days
         prior written notice specifying the breach to the breaching Party and
         the breaching Party has not cured the breach within such 90-day period,
         then the non-breaching Party may terminate this Agreement without
         liability.

13.8.    BANKRUPTCY. Either Party may terminate this Agreement (except for those
         items fully discharged) without liability, if the other Party makes a
         general assignment for the benefit of creditors, or if a petition in
         bankruptcy or under any insolvency law is filed by or against the other
         Party and such petition is not dismissed within sixty (60) days after
         it has been filed.

13.9.    CONCESSION. Should ANATEL revoke TeleNorte's Concession, Ericsson may
         terminate this Agreement. Ericsson's right of termination is without
         prejudice to any other remedies Ericsson may possess.

13.10.   SURVIVAL. Termination of this Agreement, for whatever cause shall be
         without prejudice to any right or obligation of any Party hereto in
         respect of this Agreement which has arisen prior to such termination or
         expiration. If this Agreement is terminated by either Party prior to
         the completion of Final Acceptance of the Cellular System or portion
         thereof as defined in the relevant Phase Acquisition Document, then
         such Products actually delivered to the corresponding Site(s) as of the
         effective date of termination shall be submitted to Conditional
         Acceptance and Final Acceptance. The Parties' rights and obligations,
         which by their nature would continue beyond the termination,
         cancellation, or expiration of this Agreement, shall survive the
         termination, cancellation or expiration of this Agreement.

13.11.   TELENORTE PENALTY FOR FAILURE TO REACH COMMITMENT VALUE. If TeleNorte
         and its 'Affiliates" fail, by the end of the Term, to make purchases up
         to the Commitment Value, TeleNorte will pay Ericsson a penalty
         equivalent to five percent (5%) of the difference between the purchases
         made and the Commitment Value in the proportion of its participation to
         the commitment as set forth in 2.2.1.

14.      LIMITATION OF LIABILITY

14.1.    SCOPE OF LIABILITY. TeleNorte's exclusive remedies and the entire
         liability of Ericsson and its affiliates and their employees and agents
         for any claim, loss, damage or expense of TeleNorte or any other


                                      E-26
<PAGE>   26

         entity arising out of this Agreement, or the use or performance of any
         Network, System, Product or Service whether in action for or arising
         out of the breach of contract, tort, including negligence, indemnity,
         or product liability shall be as follows:

         (1)      For delay and penalties - the remedies set forth in Section
                  13;

         (2)      For the performance or non-perforrnance of Products and
                  Services or claims that they

         do not conform to a warranty - the forth in the applicable
         "warranty(ies)" clause;

         (3)      For tangible property damage and personal injury caused by
                  Ericsson's negligence - the amount of direct damages as per
                  Sections 13. 1,1 and 13.1.2;

         (4)      For everything other than as set forth above - the amount of
                  the direct damages not to exceed the purchase price of the
                  Products and Services giving rise to TeleNorte's claim,
                  including awarded counsel fees and costs or eleven percent (11
                  %) of the Phase value, whichever is lower;

         Notwithstanding any other provision of this Agreement, neither Party,
         its affiliates and its employees and agents shall have any liability to
         the other for any loss of profit or revenues, whether as a result of
         breach of contract, warranty, tort (including negligence).

         Ericsson shall not be responsible for any claim, loss, damage or
         expense resulting from TeleNorte's negligence or willful misconduct.

15.      FORCE MAJEURE

15.1.    RESPONSIBILITY IN THE EVENT OF FORCE MAJEURE. Except as explicitly
         provided elsewhere in this Agreement, neither Party shall be liable for
         any delays in delivery or performance, or for failure to manufacture
         deliver or perform when caused by Force Majeure.

         Each Party shall promptly notify the other Party of the occurrence of a
         Force Majeure. If any Force Majeure occurs and results in a delay or
         failure in performance, the Party injured by the other's inability to
         perform may elect to: (a) terminate that part of any Phase Acquisition
         Document or Purchase Order affected by the Force Majeure as to Products
         not already shipped or Services not already rendered if the Force
         Majeure continues for a period of forty five (45) days after
         notification; (b) suspend that part of any Phase Acquisition Document
         or Purchase Order affected by the Force Majeure for the duration of the
         Force Majeure, buy, sell, obtain, or furnish elsewhere Products to be
         bought, sold, obtained, or furnished hereunder, and deduct from any
         Phase Acquisition Document or Purchase Order commitment the quantity
         bought, sold, obtained, or furnished or for which such commitments have
         been made elsewhere; or (c) resume performance under such Phase
         Acquisition Document or Purchase Order once the Force Majeure ceases
         with an option for the injured Party to extend the delivery or
         performance date up to the length of time the Force Majeure endured.
         Unless written notice is given within thirty (30) days after such
         injured Party is provided written notice of the occurrence of a Force
         Majeure, option (c) shall be deemed selected. Nothing contained herein
         or elsewhere shall impose any obligation on either Party to settle any
         labor difficulty.

16.      ASSIGNMENT

         This Agreement shall accrue to the benefit of the Subsidiaries and the
         Parties and be binding upon the Parties hereto and any successor(s)
         entity into which either Party shall have been merged to or
         consolidated with or to which either Party shall have sold or
         transferred all or substantially all of its assets. Except as provided
         in this Section, neither Party shall assign this Agreement or any right
         or interest under this Agreement, nor delegate any work or obligation
         to be performed under this Agreement ("an assignment"), without the
         prior written consent of the other Party. Any attempted assignment in
         contravention of this clause shall be void and ineffective.


                                      E-27
<PAGE>   27


         For the purpose of this clause the term "Agreement" shall include this
         Agreement, any subordinate contracts placed under this Agreement and
         any orders placed under such Agreement or any subordinate contract.

         The Parties agree that any consent to a requested assignment shall not
         be unreasonably withheld or delayed.

         The Parties agree that Ericsson or TeleNorte or one of their respective
         constituents may assign all or a part of their rights and duties
         hereunder to a designated wholly-owned (directly or indirectly)
         subsidiary of Ericsson or TeleNorte, as the case may be, provided that
         Ericsson or TeleNorte remains jointly and severally responsible for the
         fulfillment of all obligation incumbent upon its assignee as per this
         Agreement.

17.      REMEDIES

         The remedies made available to the Parties for the events specified
         under this Agreement are exclusive unless otherwise stated herein.

18.      GOVERNING LAW

         The validity, construction and interpretation of, and the right and
         obligations of the Parties, pursuant to this Agreement and any
         amendment hereto shall be governed by the laws of the Federative
         Republic of Brazil (including its conflict of laws rules).

19.      NOTICE

19.1.    GENERAL. Notices required to be given by one Party to another shall be
         deemed properly given if reduced to writing and personally delivered or
         transmitted by postage prepaid registered or certified post, return
         receipt requested, by air courier, or by facsimile or other electronic
         mail with confirmation receipt. Such notices shall be deemed to have
         been given and shall be effective upon receipt.

19.1.1   NOTICE TO TELENORTE. Ericsson shall send notices to TeleNorte at the
         following address:

         TELENORTE S.A.
         Travessa Rui Barbosa, 931
         66053-260 Belem, Para, Brazil

         Attn.:   Joseph Ged
         Phone:   + (55) (91) 215-1030
         Fax: + (55) (91) 212-0784

         With a copy (which shall not constitute Notice) to:

         TELESYSTEM INTERNATIONAL WIRELESS INC.
         1000 de la Gauchetiere Street West, 16th Floor
         Montreal, Quebec, Canada

         H3B 4W5

         Attention:        Executive Vice President.  Operations
         Tel:     (1) (514) 673-8497
         Fax:     (1) (514) 673-8470

19.1.2   NOTICE TO ERICSSON. TeleNorte shall send notices to Ericsson at the
         following address:


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<PAGE>   28

         ERICSSON TELECOMUNICACOES S. A.
         Rua Maria Prestes Maia , 300
         02047 901 Sao Paulo SP Brasil

         Attn.:   New Cellular Operators Marketing and Sales Director
         Phone:   (55) (11) 6281 1184
         Fax:     (55) (11) 6281 2095

19.2.    MODIFICATIONS TO NOTICE ADDRESS. Either Party may change the addresses
         for giving notice by providing the other Party with written
         information about such change of address in accordance with Section
         1 9. 1.

20.      SECTION HEADINGS AND PLURALS

20.1.    SECTION HEADINGS. The headings of Sections in this Agreement are
         provided for convenience of reference only and are not intended to be a
         part of or affect the meaning or interpretation of this Agreement or
         any Section.

20.2.    PLURALS. Any reference herein to singular shall mean plural and vice
         versa as the context may so require.

21.      WAIVER

         Any failure or delay on the part of Ericsson or TeleNorte to exercise
         any right, power or privilege or to strictly enforce any such term or
         condition of this Agreement, on one or more occasion shall not operate
         or be construed as a waiver of the same or any other terms and
         conditions of this Agreement on any other occasion.

22.      REPRESENTATION OF AUTHORITY EACH PARTY REPRESENTS THAT:

22.1.    EXPRESS AUTHORITY. The persons executing this Agreement have express
         authority to do so under specific or standing delegation, and in so
         doing, to bind the Party thereto; and

22.2.    NO VIOLATION. The execution, delivery, and performance of this
         Agreement does not violate any provision of any by-law, charter,
         regulation or any other governing authority of the Party; and

22.3.    DULY AUTHORIZED. The execution, delivery and performance of this
         Agreement has been duly authorized by all necessary partnership or
         corporate action and this Agreement is a valid and binding obligation
         of such Party.

23.      LEGAL COMPLIANCE

         It is the Parties' intention to comply with all applicable federal,
         state and local statutes, regulations and orders (if and as applicable
         to TeleNorte or Ericsson). To the extent that any provision shall be
         held to be invalid, illegal or unenforceable, such provisions shall be
         considered null and void but the remaining provisions of this Agreement
         shall remain in effect. In the event the invalid, illegal or
         unenforceable provision is considered an essential element of this
         Agreement, the Parties shall promptly negotiate a replacement
         provisions that is acceptable to both Parties and is valid, legal and
         enforceable, and come as close as possible to reflect accurately the
         intentions of the Parties underlying the invalid, illegal or
         unenforceable provision or provisions.

24.      DISPUTE RESOLUTION

24.1.    GENERAL. If a dispute arises out of or relates to this Agreement,
         including any disputes related to payments to be made under the terms
         of this Agreement, either Party may request that the Parties seek to


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<PAGE>   29

         resolve the dispute by negotiation of the appropriate executives of
         each Party, who shall have full authority to settle the dispute. The
         Parties agree to meet at least once within fifteen (15) days of the
         request for negotiation to try to resolve the dispute. If, within
         thirty (30) days after such meeting, or the first request for a
         meeting, should a meeting not be convened, the Parties have not
         succeeded in negotiating a resolution of the dispute, either Party may
         request that such dispute be resolved by arbitration as set forth in
         Section 24.2, the provisions of Brazilian Law 9.307 of September 23,
         1996 applying.

24.2.    ARBITRATION. The arbitration shall be conducted by three (3)
         arbitrators familiar with the cellular telecommunications industry and
         shall be held in Sao Paulo, Brazil in accordance and subject to the
         Rules of Conciliation and Arbitration, as promulgated from time to time
         by the International Chamber of Commerce (ICC) (the "Ruies"), by three
         (3) arbitrators. Each Party shall designate one (1) arbitrator, and the
         two- (2) arbitrators so designated shall appoint the third arbitrator
         as provided in the Rules. The arbitrators shall determine the language
         in which the arbitration shall be conducted. The arbitrators will allow
         such discovery as is appropriate, consistent with the purpose of
         arbitration in accomplishing fair, speedy, and cost-effective
         resolution of disputes. All discovery will be completed, and the
         arbitration hearing will be commenced, within forty-five (45) days
         after appointment of all of the arbitrators and the arbitration hearing
         will conclude within thirty (30) days after it commences. The
         arbitrators will make every effort to enforce these timing requirements
         strictly, but may extend the time periods upon a showing that
         exceptional circumstances require extension to prevent manifest
         injustice. The award shall be made within six (6) months of the
         selection of the arbitrator(s). If judicial enforcement of such
         arbitration award is sought by either Party, judgment may be entered
         upon such award in any court of competent jurisdiction, or application
         may be made to such court for a judicial acceptance of the award and an
         order of enforcement. The duty of the Parties to arbitrate any dispute
         relating to the interpretation or performance of this Agreement or the
         grounds for the termination thereof shall survive the expiration or
         termination of this Agreement for any reason. The arbitrator(s) shall
         apply Brazilian law and the relief awarded by the arbitrator(s) shall
         not exceed in form that awardable by a Brazilian court of competent
         jurisdiction. In the event of any arbitration or other legal proceeding
         to enforce an arbitration award, the substantially prevailing Party, if
         any, shall be entitled to reimbursement for reasonable attorneys' fees
         and costs of the proceeding by the other Party or Parties. The
         determination of which Party has substantially prevailed and the amount
         of attorneys' fees, if any, to be awarded shall be made by the
         arbitrator(s), or other person adjudicating the enforcement action at
         the same time and in the same proceeding as the underlying enforcement
         action being decided, and shall be included in the award. If it is
         determined in such enforcement action that there is no substantially
         prevailing Parties, and in the underlying arbitration, each Party shall
         bear its own attorney's fees and expenses, but those related to the
         costs of the arbitrator(s) shall be borne equally by the Parties. The
         arbitrator(s) shall determine the issues of arbitrability, but may not
         limit, expand or otherwise modify, the terms of the Agreement, nor have
         authority to award punitive damages in excess of compensatory damages
         and each Party irrevocably waives any claim thereto.

         All discussions and documents prepared pursuant to any attempt to
         resolve a dispute under this section 24 are confidential and for
         settlement purposes only and shall not be admitted in any court or
         other forum as an admission or otherwise against a Party for any
         purpose unless such restriction is against public policy in the
         applicable jurisdiction or a court of competent jurisdiction or a
         governmental agency orders such disclosure or use.

         Nothing in this Section 24 shall prevent any Party from seeking
         injunctive relief in a judicial proceeding if interim relief from a
         court is necessary to preserve the status quo pending resolution or to
         prevent serious and irreparable injury to that Party or others.

24.3.    CONFIDENTIALITY. The Parties, their representatives, other participants
         and arbitrator(s) shall hold the existence, content and result of
         dispute resolution proceedings in confidence as provided in Section 11
         of this Agreement.


                                      E-30
<PAGE>   30

25.      CONSENT

         Wherever in this Agreement consent, approval or mutual agreement is
         required of TeleNorte or Ericsson the appropriate Party agrees not to
         unreasonably withhold or delay such consent or approval.

26.      COUNTERPARTS

         This Agreement may be executed in multiple counterparts, each of which
         shall be deemed an original and all of which taken together shall
         constitute one and the same instrument. The Parties agree that only one
         representative of TeleNorte and one representative of Ericsson shall
         initial each page of the Agreement including its Exhibits.

27.      MOST FAVORED CUSTOMER

         Ericsson hereby warrants to TeleNorte that as of the Effective Date,
         TeleNorte is receiving, under this Agreement, commercial prices, terms
         and conditions for the Products and Services relative to the
         consolidated volume of TeleNorte and its "Affiliates" for the Products
         and Services covered herein, that are at least as favorable as those
         being provided by Ericsson to any other cellular customer of comparable
         relative volume in Brazil on the Effective Date. If Ericsson was in
         breach of the foregoing warranty on the Effective Date, Ericsson shall
         make the appropriate reductions or improvements to make the foregoing
         warranty accurate as of the Effective Date provided that the evaluation
         shall be done within the territory of Brazil for hardware, software and
         services unit prices. In the event that during the Term, TeleNorte or
         any Affiliate awards a contract to Ericsson for the supply of Products
         and Services under substantially the same terms and conditions as set
         forth under this Agreement (the "Supply Contract"), Ericsson shall
         warrant that on the effective date of said Supply Contract the unitary
         prices, terms and conditions for such Products and Services are at
         least as favorable as those being provided under contract or Purchase
         Orders by Ericsson to any other cellular customer in Brazil that is
         purchasing the Products and Services offered under this Agreement in
         volume comparable to the aggregate volume of TeleNorte and its
         Affiliates. Ericsson agrees that, effective as of the date of signature
         of the Supply Contract, Ericsson shall extend to TeleNorte and to any
         other Affiliate to which Ericsson is a supplier such favorable unitary
         prices, terms and conditions,

         The reference for comparison shall be Network(s) which magnitude(s) do
         not differ more than 20% quantified by the number of TRXs -and shall be
         applicable during the three month period prior, or the three month
         period following to an order of hardware, software or service.

         Ericsson agrees that, should TeleNorte request to audit the application
         of the above provisions by an independent professional firm, it will
         make available the necessary and complete information to enable such
         Audit.

28.      ENTIRE AGREEMENT

         This Agreement and any subordinate agreements and orders accepted
         pursuant to this Agreement or any subordinate agreements constitutes
         the entire understanding between the Parties concerning the subject
         matter hereof and supersedes all prior discussions, agreements and
         representations, whether oral or written and whether or not executed by
         Ericsson and TeleNorte. No modification, amendment or other change
         shall be made to this Agreement or any part thereof unless reduced to
         writing and executed by authorized representatives of each Party.

29.      LANGUAGE

         This Agreement shall be executed in English and Portuguese; in case of
         conflict between such versions, the Portuguese version shall prevail.


                                      E-31
<PAGE>   31

IN WITNESS HEREOF, THE PARTIES HEREBY EXECUTE THIS AGREEMENT IN THE PRESENCE OF
THE TWO UNDERSIGNED WITNESSES.

TELENORTE S.A.                                                  Two signatures
By:                                        By:
Name:                                      Name:
Title:                                     Title:


ERICSSON TELECOMUNICACOES S/A                                   Two signatures
By:                                        By:
Name:                                      Name:
Title:                                     Title:

Witnesses:                                                      Two signatures
Name:                                      Name:
RG:                                        RG:


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