<PAGE>
                                                                     EXHIBIT 4.1

      Confidential Treatment Requested and the Redacted Material has been
                     separately filed with the Commission.

                           SERVICES AGREEMENT EXECUTED
                         AMONG TELEMAR NORTE LESTE S/A,
                         TNL PCS S/A AND TNL CONTAX S/A

                                NOVEMBER 30, 2004

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                 Page
<S>                                                             <C>
CLAUSE I - PURPOSE                                               - 1 -
CLAUSE II - APPLICABLE DOCUMENTATION                             - 2 -
CLAUSE III - OBLIGATIONS OF THE PARTIES                          - 2 -
CLAUSE IV - OBLIGATIONS OF THE CONTRACTED PARTY                  - 3 -
CLAUSE V - OBLIGATIONS OF THE CONTRACTING PARTIES                - 9 -
CLAUSE VI - SERVICE SITES                                       - 10 -
CLAUSE VII - EXPANSION AND REDUCTION                            - 10 -
CLAUSE VIII - PRICES                                            - 10 -
CLAUSE IX - BILLING AND PAYMENT                                 - 11 -
CLAUSE X - PENALTIES                                            - 13 -
CLAUSE XI - GUARANTEE                                           - 13 -
CLAUSE XII - NON-DISCLOSURE                                     - 14 -
CLAUSE XIII - NON-EXISTENT BOND                                 - 16 -
CLAUSE XIV - EFFECTIVENESS AND TERMINATION                      - 16 -
CLAUSE XV - RESCISSION                                          - 17 -
CLAUSE XVI - SUBCONTRACTING, ASSIGNMENT OR TRANSFER             - 17 -
CLAUSE XVII - AMENDMENT TO THE AGREEMENT                        - 18 -
CLAUSE XVIII - FORCE MAJEURE                                    - 18 -
CLAUSE XIX - SOCIAL RESPONSIBILITY AND THE ENVIRONMENT          - 18 -
CLAUSE XX -  COMMITMENT TO HEIGHTEN AWARENESS                   - 19 -
CLAUSE XXI - ANATEL TARGETS                                     - 19 -
CLAUSE XXII - APPLICABLE LAW                                    - 19 -
CLAUSE XXIII - GENERAL PROVISIONS                               - 20 -
</TABLE>

<PAGE>

<TABLE>
<S>                                                             <C>
CLAUSE XXIV - OMISSIONS                                         - 21 -
CLAUSE XXV - ARBITRATION COURT                                  - 21 -
</TABLE>

<PAGE>

                                       SERVICES AGREEMENT EXECUTED AMONG TELEMAR
                                NORTE LESTE S/A, TNL PCS S/A AND TNL CONTAX S/A.

On the one side:

TELEMAR NORTE LESTE S/A, a corporate legal entity with head offices in the City
of Rio de Janeiro, State of Rio de Janeiro, at Rua General Polidoro N Degrees
99, Botafogo, CEP 22.280-001, registered with the Taxpayers' National Registry
under CNPJ/MF N Degrees 33.000.118/0001-79, represented in compliance with its
By-Laws, hereinafter called "TELEMAR"; and

TNL PCS S.A., a corporate legal entity with head offices in the City of Rio de
Janeiro, State of Rio de Janeiro, at Rua Jangadeiros N Degrees 48, Ipanema, CEP
22.420-010, registered with the Taxpayers' National Registry under CNPJ/MF N
Degrees 04.164.616/0001-59, represented in compliance with its By-Laws,
hereinafter called "OI";

both called jointly the "CONTRACTING PARTIES";

and on the other side:

TNL CONTAX S/A, a corporate legal entity with head offices in the City of
Barueri, State of Sao Paulo, at Calcada das Margaridas N Degrees 191 - CV 522 -
Centro Comercial Alphaville, Alphaville, CEP 06.460-120, registered with the
Taxpayers' National Registry under CNPJ/MF N Degrees 02.757.614/0001-48,
represented pursuant to its By-Laws, and hereinafter called the "CONTRACTED
PARTY";

all hereinafter called jointly the "Parties" and individually the "Party".

Whereas the CONTRACTED PARTY is interested in rendering its services to the
CONTRACTING PARTIES in strict compliance with the conditions established herein;

Whereas the CONTRACTED PARTY participated in the negotiating process with the
CONTRACTING PARTIES, which included, among other information, the complete
specification of the services to be rendered, in addition to the infrastructure
required for rendering the services to be contracted;

Whereas the Parties are previously aware of the Clauses and conditions guiding
this document and particularly those related to Brazilian Labor Law, with all
possible doubts having been clarified in advance;

The Parties hereby resolve to execute this Services Agreement, hereinafter
referred to as the "AGREEMENT", pursuant to the terms and conditions agreed
below.

CLAUSE ONE: PURPOSE

1.1   The purpose of this AGREEMENT consists of the services rendered by the
      CONTRACTED PARTY listed in Annex I, which forms an integral and
      inseparable part hereof. Due to the technical differences imposed by the
      specific characteristics of the products offered to the CONTRACTING
      PARTIES, each service rendered by the CONTRACTED PARTY will be covered by
      a "Description and General Conditions of the Services Rendered" that will
      include Services Chart, Price, General Characteristics, Performance
      Ratings (SLA), which consists of one or more pages, all of which
      constitute Annex I mentioned above.

<PAGE>

      1.1.1 The CONTRACTED PARTY will render all and any of the services listed
            in Annex I described above only when requested to do so by either or
            both of the CONTRACTING PARTIES, which may occur, as stressed by the
            Parties, through either a direct contract or a competitive bidding
            procedure organized by the CONTRACTING PARTIES. Nevertheless, the
            CONTRACTED PARTY will start to render any of the services listed in
            Annex I only when a "Service Order" is issued by the CONTRACTING
            PARTIES, whose model is given in Annex II, which also forms an
            integral and inseparable part of this AGREEMENT.

      1.1.2 The CONTRACTED PARTY hereby confirms its capacity to perform all and
            any service that the CONTRACTING PARTIES may require therefrom,
            based on Annex I or other descriptions of new services that may be
            produced by the Parties and included herein. Should the CONTRACTED
            PARTY fail to meet the demands of the CONTRACTING PARTY up to the
            limit of its stated capacity within the stipulated period, this will
            constitute a default on the contract, with the CONTRACTED PARTY
            being subject to the penalties stipulated herein.

CLAUSE TWO: APPLICABLE DOCUMENTATION

2.1   For all purposes of Law, the documents listed below are applicable to this
      AGREEMENT as though transcribed below, whose contents are known to the
      Parties, and fully accepted thereby:

      Annex I -- Description and General Conditions of the Services Rendered

      Annex II - Service Order;

CLAUSE THREE: OBLIGATIONS OF THE PARTIES

3.1   During the normal, regular progress of this AGREEMENT, as well as all and
      any services that may arise therefrom, the Parties hereby agree to keep a
      channel of communication always open, allowing them to interact in their
      common interests, reflected through obtaining the expected technical,
      commercial and financial results.

3.2   The Parties agree to fully respect the Clauses and items of this
      AGREEMENT, in addition to the Annexes forming an integral part hereof, the
      Deeds of Amendments that may be signed and the respective autonomy and
      independence related thereto.

3.3   The Parties agree to appoint the persons who will be in charge of managing
      this AGREEMENT, which should be undertaken through written or electronic
      correspondence within 15 (fifteen) days as from the signature hereof. All
      and any correspondence relating to this AGREEMENT should be addressed to
      the Managers to be appointed by the Parties.

3.4   In case of any doubt and / or conflict regarding the interpretation of any
      Item or compliance with any obligation, the Parties should attempt to
      resolve the outstanding matter on a friendly basis through the Service
      Managers to be appointed in accordance with Clause 3.3 above. Should they
      fail to reach an agreement, they should seek a solution through moving up
      the decision-taking scale of the companies, progressing from the Directors
      and Officers to the CEOs and Presidents, in order to reach a non-litigious
      solution. Finally, should it not prove possible to settle such outstanding
      matter, the Parties should opt for arbitration as stipulated in Clause
      Twenty Five of this AGREEMENT.

                                       2
<PAGE>

3.5   During the performance of all and any services arising from this
      AGREEMENT, the Parties hereby agree to comply with all laws, decrees,
      regulations and / or Federal, State or Municipal stipulations in effect,
      while also obtaining the licenses, permits and authorizations required for
      the proper rendering of the services that will be the responsibility
      thereof, being held solely liable for losses or damages of any type
      whatsoever arising from any violations to which they may give rise by
      failing to comply with the provisions in this Clause, in addition to
      paying any fines that may be imposed by the competent authorities up to
      the limit previously agreed among the Parties as stipulated in Item 4.1.4
      and respective Sub-Items thereof.

CLAUSE FOUR: OBLIGATIONS OF THE CONTRACTED PARTY

4.1   During the term of this AGREEMENT and without adversely affecting the
      other obligations accepted hereby, under penalty of being subject to the
      sanctions and indemnities stipulated herein, the CONTRACTED PARTY agrees
      to:

      4.1.1       Operate as an organization that is complete and independent of
                  the CONTRACTING PARTIES, providing all the resources required
                  to perform the services covered by the AGREEMENT, other than
                  those specifically stipulated herein as the obligations of the
                  CONTRACTING PARTIES.

      4.1.2       Plan, conduct and perform the services covered by this
                  AGREEMENT in strict and full compliance with the provisions
                  herein and the Annexes hereof, in addition to the standards
                  established by the Brazilian Technical Standards Association
                  (ABNT) when applicable, and other legal requirements.

      4.1.3       Comply with all laws, decrees, regulations and / or Federal,
                  State or Municipal rules in effect, during the performance of
                  the services covered by the AGREEMENT, while also taking the
                  steps required to obtain the licenses, permits and
                  authorizations required for the proper rendering of the
                  services, being held solely liable for losses and damages of
                  any type whatsoever arising from any violations caused
                  thereby, in addition to the payment of any fines that may be
                  imposed by the competent authorities, complying specifically
                  with the limits stipulated in Item 4.1.4 below and the
                  respective Sub-Items thereof.

      4.1.4       The CONTRACTED PARTY will accept liability for any direct and
                  indirect damages or losses that it may cause to the
                  CONTRACTING PARTIES or to third parties for acts proven to
                  have been undertaken by its Directors, Officers, employees,
                  agents, representatives or outsourced workers up to a ceiling
                  amount corresponding to 5% (five per cent) of the annual
                  revenues of the CONTRACTED PARTY arising from rendering the
                  services covered by this AGREEMENT.

      4.1.4.1     The calculation of the ceiling amount stipulated in Item 4.1.4
                  above will be undertaken annually, based on the revenues for
                  the year prior to that under way.

      4.1.4.2     The ceiling amount stipulated in item 4.1.4 will represent the
                  ceiling amount up to which the CONTRACTED PARTY may be
                  required to compensate the CONTRACTING PARTIES and / or third
                  parties, considering the sum of all harmful events occurring
                  during each year of this AGREEMENT. The CONTRACTED PARTY will
                  consequently not be bound to pay any amount exceeding this
                  ceiling.

                                       3
<PAGE>

      4.1.4.3     The ceiling amount stipulated in Item 4.1.4 above will not be
                  cumulative, so that should no compensation be paid in a given
                  year, or should the ceiling amount agreed not be reached, the
                  respective difference will not be taken into consideration for
                  the purposes of calculating the ceiling amount for the
                  following year.

      4.1.4.4     This ceiling amount of 5% on the annual revenues brought in
                  under this AGREEMENT is also applicable to damages caused to
                  third parties when charged directly thereby to Contax.

      4.1.5       Perform the services assigned thereto as covered by this
                  AGREEMENT, using specialized professionals in sufficient
                  numbers to meet the needs of the services within the period
                  agreed in this document and the Annexes hereof.

      4.1.6       Perform the services described in Annex I of this AGREEMENT,
                  complying with the business hours established in compliance
                  with the rules stipulated by ANATEL, the legislation pertinent
                  thereto and the requirements of the CONTRACTING PARTIES.

      4.1.7       For each site and each of the services rendered, report back
                  on the metered performance thereof as stipulated in the
                  Performance Ratings (SLAs) specific to each services listed in
                  Annex I hereof.

      4.1.8       Notify either of the CONTRACTING PARTIES immediately, in full
                  and in writing of the occurrence of any extraordinary event
                  that may alter or adversely affect the rendering of the
                  services.

      4.1.9       Ensure logical protection and full confidentiality for the
                  information and data transmitted and / or constituting the
                  exclusive property of CONTRACTING PARTIES entrusted thereto
                  under this AGREEMENT, pursuant to the provisions in Clause
                  Twelve, under penalty of paying reparations for damages caused
                  thereby, provided that the sole liability of the CONTRACTED
                  PARTY is proven. Any losses or damages that may be subject to
                  reparations should comply with the limits stipulated in Item
                  4.1.4 and the respective Sub-Items thereof.

      4.1.10.     For inspection purposes, allow unrestricted access for the
                  employees of the CONTRACTING PARTIES, provided that they are
                  appointed solely thereby and duly identified, to the
                  facilities where the respective services are rendered.

      4.1.11      Allow the representatives of the CONTRACTING PARTIES to
                  monitor all services rendered by the CONTRACTED PARTY on-line
                  and on an unrestricted basis, except when impossible or
                  subject to technical constraints, through the management
                  screens installed and available at the time of the monitoring,
                  such as: Audible Response Units (ARUs), statistical controls
                  for the Switchboard / Automatic Calls Distributor (PABX/DAC),
                  recordings or direct listening posts, and Work Force
                  Management for the indicators in the Performance Ratings
                  (SLAs) for each service listed in Annex I hereof.

      4.1.12      On a monthly basis, provide the CONTRACTING PARTIES with all
                  the Reports covering the monitoring activities mentioned in
                  the above Item, whose methodology is stipulated in Annex I
                  hereof.

      4.1.13      Within no more than 24 (twenty four) hours, provide the
                  operators with all the operating information transferred
                  through communications by the CONTRACTING PARTIES,

                                       4
<PAGE>

                  except when such alterations notified by the CONTRACTING
                  PARTIES require training, in which case the CONTRACTING
                  PARTIES should comply with the periods stipulated in the
                  respective Performance Ratings (SLAs) that constitute Annex I
                  hereof.

      4.1.14      Continue to render the services tabled in this document, even
                  if the concession agreement signed by the CONTRACTING PARTIES
                  and the National Telecommunications Agency (ANATEL) are
                  suspended, for a period of 90 (ninety) days as from such
                  suspension.

       4.1.15     The CONTRACTED PARTY is responsible for training its staff in
                  sales, call answering and customer care techniques, in
                  addition to transferring all the training provided by the
                  CONTRACTING PARTIES.

      4.1.16      Comply with all and any alteration in the timetable for
                  performing the services described in Annex I of this AGREEMENT
                  through prior written notice forwarded by the CONTRACTING
                  PARTIES within 7 (seven) business days, and provided that the
                  legal rules applicable thereto are respected. Should such
                  alteration affect the end-cost of the respective service, the
                  CONTRACTED PARTY is hereby authorized to increase the
                  respective prices in the proportion to which the end-cost may
                  be affected thereby.

      4.1.17      Accept full responsibility for performing the services
                  described in Annex I hereof, including aspects related to the
                  maintenance of the entire technological structure, computers,
                  software and telecommunications equipment, in addition to
                  handling all administration of the human resources required to
                  render the services in question.

      4.1.18      Implement all actions required for full compliance with the
                  Service Targets established by the National Telecommunications
                  Agency (ANATEL) stipulated in the performance parameters
                  listed in Annex I hereof, in order to ensure full performance
                  of the services that constitute the purpose of this AGREEMENT.

      4.1.19      Use the Audible Response Units (ARUs) as required to render
                  the services covered by this AGREEMENT solely for assisting
                  the users of the services rendered by the CONTRACTING PARTIES.
                  The Audible Response Units (ARUs) should be properly sized to
                  meet the demands of the products and services covered by this
                  AGREEMENT.

      4.1.20.     Should services be included additional to those contracted
                  herein, it is specifically agreed that the Parties shall draw
                  up new "Descriptions and General Conditions of the Services
                  Rendered", to be included in Annex I and constituting an
                  integral and inseparable part of this AGREEMENT.

      4.1.21      Present for ratification and approval by the CONTRACTING
                  PARTIES, all and any system or software that may be acquired
                  or developed by the CONTRACTED PARTY in order to pursue the
                  purpose of this AGREEMENT, within no more than 30 (thirty)
                  days as from the date of the respective acquisition or
                  completion of such development, while remaining the exclusive
                  property of the CONTRACTED PARTY. Should such ratification not
                  be issued, the CONTRACTING PARTIES will forward the
                  justification to the CONTRACTED PARTY, which will be forbidden
                  to use the system or software acquired or developed until the
                  situation is properly regularized.

      4.1.22      Undertake any possible future alterations requested by the
                  CONTRACTING PARTIES to the systems and software owned by the
                  CONTRACTED PARTY, after preparing the

                                       5
<PAGE>

                  necessary quote and receiving prior approval from the
                  CONTRACTING PARTIES and ratification of the system, within no
                  more than 30 (thirty) consecutive days as from the start of
                  the rendering of the services, with the ownership thereof
                  remaining the exclusive property of the CONTRACTED PARTY,
                  except for alterations to more sophisticated systems, when the
                  period of 30 (thirty) days may prove insufficient for the
                  implementation thereof. If not approved and ratified, the
                  CONTRACTING PARTIES will forward the justification with the
                  former being forbidden to implement such system or software
                  during the period required to rectify any possible outstanding
                  matters.

      4.1.23      Should the system work through remote operation of data
                  processing programs owned by the CONTRACTING PARTIES, they
                  hereby authorize the CONTRACTED PARTY to use them solely to
                  perform the services covered by this AGREEMENT, and the
                  CONTRACTED PARTY will not urge or permit its employees to
                  undertake the maintenance, reverse engineering, decompilation
                  or any other act that might affect such data processing
                  programs, unless specifically authorized in advance to do so
                  by the CONTRACTING PARTIES, fully preserving the rights
                  thereof under penalty of bearing the costs of the losses to
                  which this may rise through acts, action or omission on the
                  part of its employees contracted specifically for the purposes
                  of this AGREEMENT, and provided that the sole liability of the
                  CONTRACTED PARTY is proven. Any losses that may have to be
                  reimbursed should comply with the ceiling stipulated in Item
                  4.1.4 and the respective Sub-Items thereof.

      4.1.24      Whenever requested to do so thereby, provide the CONTRACTING
                  PARTIES with the documents related to rendering the services,
                  including but not limited to: (i) copies of payment slips for
                  the Employee Severance Indemnity Fund (FGTS), National Social
                  Security Institute (INSS) and Employed / Unemployed General
                  Listing (CAGED) for the professionals involved in rendering
                  the services; (ii) copies of the payroll listing the names of
                  the people allocated to the services covered by this
                  AGREEMENT; (iii) copy of the rescission document of the
                  professionals assigned to render the services; and (iv) copies
                  of the Social Security / FGTS Rescission Slip (GRFC).

                  4.1.24.1    Total or partial failure to comply with the
                              obligations listed above and/or any lack of
                              regularity in the above-mentioned documents, as
                              well as any fault in compliance with the legal and
                              contractual obligations of the CONTRACTED PARTY in
                              terms of its employees, service-providers and
                              former service-providers directly involved in
                              performing the services covered by this AGREEMENT,
                              will result in the obligation of the CONTRACTED
                              PARTY to regularize the matter presented within
                              the period agreed with the CONTRACTING PARTIES.

      4.1.25      Accept direct responsibility or through redress solely and
                  exclusively for the labor contracts of its employees, bearing
                  the full cost of their wages, labor, insurance and social
                  security levies arising therefrom that fall or may fall
                  directly or indirectly on the costs of the services rendered,
                  as well as being liable for any possible future failure to
                  comply with Brazilian Labor Law that may occur. As a result,
                  no joint or subsidiary liability of the CONTRACTING PARTIES
                  may be claimed, meaning that there are no labor bonds
                  whatsoever between the employees, agents, representatives,
                  outsourced workers, contractors and/or third parties of the
                  CONTRACTED PARTY and either of the CONTRACTING PARTIES.

                  4.1.25.1    Should the employees of the CONTRACTING PARTIES
                              migrate to the

                                       6
<PAGE>

                               CONTRACTED PARTY, or should employees be hired by
                               the CONTRACTED PARTY to meet any special demands
                               of either of the CONTRACTING PARTIES, the labor
                               and/or social security indemnities that may fall
                               due thereon will be settled in full by the Party
                               giving rise to such facts or events generating
                               the respective liability. The Parties hereby
                               agree that all and any migration of the employees
                               of the CONTRACTING PARTIES to the CONTRACTED
                               PARTY is hereby forbidden, when implying any
                               reduction in the wages thereof.

      4.1.26      Assume liability either directly or through redress, solely
                  and exclusively for the supply of all Collective and
                  Individual Protection Equipment required to preserve the
                  integrity of its employees, as well as requiring the use,
                  conservation and replacement thereof, whenever required by the
                  services to be rendered and in strict compliance with the
                  rules and standards issued by the Ministry of Labor.

      4.1.27      Notify the CONTRACTING PARTIES as soon as possible and
                  depending on the specific case, of any fiscal, tax, labor and
                  social security proceedings, even if interpretive by nature,
                  that may give rise to any costs or risks of any type
                  whatsoever for either or both of the Companies.

      4.1.28      Notify the CONTRACTING PARTIES of the Municipal Registration
                  Number(s) of the establishment(s) responsible for rendering
                  the respective services through presentation of copies of the
                  Registration Cards for the Municipality in which the Service
                  Tax (ISS) is payable.

      4.1.29      Issue a declaration of payment of the Service Tax (ISS) with
                  the following information: municipal payment slip numbers;
                  amounts; ISS bracket due on each invoice, and the ISS
                  Municipal Law and Article applicable thereto.

      4.1.30      Each month, present the CONTRACTING PARTIES with the
                  documentary proof of payment of the Service Tax (ISS) (copy of
                  the municipal payment slip or document) identifying the
                  Invoices (Notas Fiscais) addressed to the CONTRACTING PARTIES
                  and constituting the full amount paid in.

                  4.1.30.1    Total or partial non-compliance with the
                              obligations listed above and/or any lack of
                              regularity in the above-mentioned documents, in
                              addition to noting any flaw in compliance with the
                              legal and contractual obligations of the
                              CONTRACTED PARTY in terms of the Municipal, State
                              and/or Federal Tax Administrations may result in
                              the rescission of the AGREEMENT pursuant to the
                              provision in line "D" of Item 15.2.

      4.1.31      Accept liability either directly or through redress, solely
                  and exclusively for all losses, damages, compensation,
                  indemnity, fines, Court and administrative decisions and any
                  other expenses incurred as a result of any actions and/or
                  omissions on the part of its employees, agents,
                  representatives, outsourced workers, contracted and/or third
                  parties through the performance of the services covered by
                  this AGREEMENT, caused to the CONTRACTING PARTIES as well as
                  to third parties, up to the financial ceiling discussed and
                  agreed previously among the Parties as stipulated in Item
                  4.1.4 above the respective Sub-Items thereof.

      4.1.32.     Store in safekeeping and protect all documents, materials and
                  equipment delivered by

                                       7
<PAGE>

                  the CONTRACTING PARTIES, in addition to those owned by the
                  CONTRACTED PARTY with the trademarks, brand names and / or
                  logos of the CONTRACTING PARTIES, under the strictest control,
                  reliability and security scheme, which should be used solely
                  and exclusively in strict compliance with the Clauses and
                  conditions stipulated in this AGREEMENT. The CONTRACTED PARTY
                  should deploy the same efforts to safeguard and ensure the
                  security of the materials and equipment of the CONTRACTING
                  PARTIES that would be expected for its own property, returning
                  them whenever requested to do so by either or both of the
                  CONTRACTING PARTIES.

                  4.1.32.1    On termination of this AGREEMENT for any reason
                              whatsoever, the CONTRACTED PARTY should: (i)
                              return the materials and equipment owned by the
                              CONTRACTING PARTIES; (ii) destroy the trademarks,
                              brand names and / or logos of the CONTRACTING
                              PARTIES affixed to the equipment and materials
                              used or made available to the CONTRACTED PARTY as
                              a tool for rendering the services covered by this
                              AGREEMENT.

                  4.1.32.2    Non-compliance with the obligations stipulated in
                              Sub-Item 4.1.32.1 will result in the allocation of
                              liability for losses and damages caused to the
                              CONTRACTING PARTY and / or third parties, in
                              addition to the penalties stipulated in this
                              AGREEMENT, with its legal representatives being
                              held liable before the Civil and Criminal Courts
                              for the actions and / or omissions assigned
                              thereto up to the limit of the percentage amount
                              previously discussed and agreed among the Parties,
                              with regard to the civil liability, and as
                              stipulated in Item 4.1.4 above and the respective
                              Sub-Items thereof.

      4.1.33      Facilitate the actions of the CONTRACTING PARTIES for
                  overseeing, inspecting and auditing all phases of the services
                  that have been or may be requested to the CONTRACTED PARTY.

      4.1.34      By the 5th (fifth) business day of each month, supply the
                  CONTRACTING PARTIES with Management and Supervision Reports as
                  specified in each Chart, not excluding the technological
                  possibility of supplying such Reports at any time within no
                  more than 24 (twenty four) hours of receipt of a written
                  request from either or both of the CONTRACTING PARTIES for
                  additional information and data that may be requested on the
                  services performed.

      4.1.35      Properly protect the assets of the CONTRACTING PARTIES,
                  striving to conserve its facilities, equipment, furniture and
                  fittings when the AGREEMENT requires the services to be
                  rendered on the premises of the CONTRACTING PARTIES, keeping
                  the place where the services are rendered in flawless
                  conditions of conservation and cleanliness during the
                  rendering of such services and at the end of the performance
                  thereof.

      4.1.36      Be held solely and exclusively liable either directly or
                  through redress for the use of inventions, trademarks, brand
                  names, patents, literary works, drawings or equivalent during
                  the rendering of the services, when protected by current Law,
                  paying the necessary fees for the copyright, author's rights
                  and / or intellectual rights of third parties, as well as the
                  fees owed to the Brazilian Copyright Association (ECAD) or
                  other competent authorities, under penalty of being held fully
                  liable for losses and damages of any type whatsoever caused
                  thereby to the CONTRACTING PARTIES and / or third parties up
                  to the limit previously discussed and agreed among the Parties
                  and as

                                       8
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                  stipulated in Item 4.1.4 above and the respective Sub-Items
                  thereof. The CONTRACTED PARTY will not be held liable for
                  damages caused through the use of any intellectual property
                  assigned by the CONTRACTING PARTIES in an irregular manner,
                  without the prior acquiescence of the holder of the respective
                  right.

      4.1.37      Keep its registration data up to date with the CONTRACTING
                  PARTIES, advising them of all and any alterations that may
                  occur, particularly banking data, always providing such
                  information in writing through a document signed by the
                  duly-accredited legal representative of the CONTRACTED PARTY.

      4.1.38      Perform the services contracted without adversely affecting
                  the characteristics and the flawless functioning of the
                  existing systems and infrastructure, such as
                  telecommunications, information technology and the electrical
                  and hydraulic networks, without harming the environment or
                  damaging the facilities of the CONTRACTING PARTIES.

      4.1.39      Comply strictly with the deadlines for rendering the
                  contracted services, assuming liability for all losses and
                  damages that the CONTRACTING PARTIES may incur directly or
                  indirectly, due to any delays in rendering the services at the
                  sole fault of the CONTRACTED PARTY. The liability of the
                  CONTRACTED PARTY will be limited to the percentage amount
                  stipulated in Item 4.1.4 above and the respective Sub-Items
                  thereof, including direct and indirect damages that may be
                  caused to the CONTRACTING PARTIES or third parties involved or
                  not with the services rendered under this CONTRACT.

      4.1.40      At its sole expense, re-do either fully or partially all
                  services that the CONTRACTING PARTIES deem to be flawed or not
                  in compliance with the data and instructions provided in
                  advance, and naturally provided that: (i) the indicated
                  irregularities are proven; and (ii) the CONTRACTED PARTY is
                  guaranteed the right of defense through appeals that may be
                  lodged within 10 (ten) business days as from receipt of the
                  complaints forwarded by the CONTRACTING PARTIES.

                  4.1.40.1    Any delay on the part of the CONTRACTED PARTY in
                              rectifying the faults proven to have been caused
                              by the services will endow the CONTRACTING PARTIES
                              with the right to introduce the modifications
                              deemed opportune thereby, charging the costs
                              arising therefrom, if duly proven, through issuing
                              an invoice for payment by the CONTRACTED PARTY
                              within 72 (seventy two) hours.

CLAUSE FIVE: OBLIGATIONS OF THE CONTRACTING PARTIES

During the term of this AGREEMENT, and without adversely affecting their other
      obligations accepted under penalty of immediate rescission hereof, the
      CONTRACTING PARTIES agree to give preference to the CONTRACTED PARTY
      whenever contracting any of the services listed in Annex I hereof.

      5.1.2       The CONTRACTING PARTIES hereby agree to obtain quotes always
                  from the CONTRACTED PARTY for the amounts related to all and
                  any type of service rendered thereby that it may require, with
                  the Parties agreeing on this respect with the matters
                  stipulated in Sub-Item 5.1.2 below.

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      5.1.3       Should the CONTRACTING PARTIES decide to obtain more than one
                  quote for the performance of a specific service covered by
                  this AGREEMENT, and should they receive a quote from the
                  CONTRACTED PARTY whose value is equivalent to the average
                  market value and / or of the other Bids submitted by
                  competitor enterprises, the CONTRACTING PARTIES should
                  mandatorily decide to perform the respective services through
                  the CONTRACTED PARTY. However, this assumes that the
                  CONTRACTED PARTY guarantees that the services will be rendered
                  in compliance with all the quality requirements desired by the
                  CONTRACTING PARTIES.

5.2   Should the services covered by this AGREEMENT be reconfigured at the
      request of the CONTRACTING PARTIES, requiring the allocation of operations
      to other physical areas or substantial alterations to the configurations
      originally contracted for the services, the respective costs thereof will
      be borne by the CONTRACTING PARTIES.

CLAUSE SIX: SITES WHERE THE SERVICES WILL BE RENDERED

6.1   The CONTRACTED PARTY hereby agrees to render the services covered by this
      AGREEMENT at the sites defined by the Parties, which should be indicated
      in the Service Orders to be issued by the CONTRACTING PARTIES.

CLAUSE SEVEN: EXPANSION AND REDUCTION

7.1   The services to be requested by the CONTRACTING PARTIES from the
      CONTRACTED PARTY may be increased or reduced, due to contextual, economic,
      financial or performance factors.

      7.1.1       In case of any expansion, the CONTRACTING PARTIES will accept
                  responsibility for paying the respective financial increase
                  that will always be calculated in compliance with the matters
                  covered or that may be covered by Annex I hereof, as agreed by
                  the Parties.

      7.1.2       In compliance with the indexes listed in Annex I hereof, the
                  Parties hereby agree that the CONTRACTING PARTIES may reduce
                  one or all of the services requested by the CONTRACTED PARTY.

      7.1.3       Should the annualized sum of the reductions mentioned in Item
                  7.1.2 not result in a loss of more than 10 (ten) percentage
                  points of the annual revenues of the CONTRACTED PARTY brought
                  in through performing the services covered by this AGREEMENT,
                  the fine stipulated in Annex I hereof will not be applied.

CLAUSE EIGHT: PRICES

8.1   The amount estimated as due each year throughout the duration of this
      AGREEMENT is R$ 550,000,000.00 (five hundred and fifty million Reais).
      This amount is merely an estimate, with the CONTRACTED PARTY consequently
      not having any acquired right thereto, which is why nothing will be owed
      as reimbursement should the Service Orders issued by the CONTRACTING
      PARTIES fail to reach the total estimated amount.

8.2   In order to render the services contracted hereby, the CONTRACTING PARTIES
      will pay the CONTRACTED PARTY the amounts calculated as due on a monthly
      basis, based on the

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      Service Orders issued or to be issued in future, in addition to the prices
      listed in the Charts constituting Annex I hereof. The payments will always
      be made by the CONTRACTING PARTIES within 15 (fifteen) days after the end
      of the calculation period stipulated for each service that may be rendered
      by the CONTRACTED PARTY, with the CONTRACTED PARTY necessarily forwarding
      to the CONTRACTING PARTIES, on this matter, the respective collection
      document or documents up to 10 (ten) days prior to the respective due date
      or dates thereof.

8.3   Any services not covered in this AGREEMENT that may be requested by either
      or both of the CONTRACTING PARTIES will be subject to prior adjustment as
      stipulated in Annex I -- "Description and General Conditions of the
      Services Rendered", which should be signed by the duly-accredited legal
      representatives of the Parties involved. Once signed by the Parties, the
      respective inclusions or modifications will be included in Annex I that
      constitutes an integral and inseparable part of this CONTRACT.

8.4   Should calls overflow from one site to another, the billings for the
      corresponding services will be calculated on the basis of the site at
      which the services are rendered, with the place of origin of the call not
      being taken under consideration.

8.5   The prices stipulated in this AGREEMENT do not include the costs of
      Telecommunications and Mail services, which is why such facilities should
      be made available by the CONTRACTING PARTIES for rendering the services
      covered by this AGREEMENT, at no cost to the CONTRACTED PARTY.

8.6   The prices stipulated in the Charts constituting Annex I hereof should be
      restated on an annual basis, although in May and based on 95% (ninety five
      per cent) of the IGP-DI Index disclosed by the Getulio Vargas Foundation
      for the respective period.

      8.6.1       Any new service that may be included under this AGREEMENT that
                  has not been rendered for 1 (one) year by the month of May
                  subsequent to the contracting thereof, will be restated only
                  in May the following year during the subsequent annual price
                  restatement, after the service has been rendered for 1 (one)
                  year, with the Parties hereby agreeing to apply the
                  restatement indicator defined in Item 8.6 above on a pro rata
                  diem basis, calculated from the starting date of the service
                  in question.

CLAUSE NINE: BILLING AND PAYMENT

9.1   The billing for the services rendered should be undertaken by the
      CONTRACTED PARTY through forwarding the respective invoices to the
      CONTRACTING PARTIES. As agreed among the Parties, the invoices should
      always be accompanied by Reports describing the services rendered. The
      CONTRACTING PARTIES do not accept liability under any circumstances
      whatsoever for the payment of any services requested through means other
      than those defined in the body of this document.

9.2   The collection documents should be issued and delivered against signed
      receipt by the CONTRACTED PARTY at the fiscal offices of the CONTRACTING
      PARTIES and / or their respective branches up to 10 (ten) days prior to
      the respective due date or dates thereof, under penalty of the CONTRACTING
      PARTIES delaying payment of the invoices forwarded thereto, should this
      not occur, by the same number of days in which the delivery thereof is
      delayed by the CONTRACTED PARTY.

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9.3   The invoices should be forwarded by the CONTRACTED PARTY to the addresses
      stipulated in the respective Service Orders.

9.4   The CONTRACTING PARTIES may query any invoice and / or collection document
      either fully or partially, that may be presented by the CONTRACTED PARTY.
      All and any queries should be presented within 10 (ten) days of receipt of
      the Invoice (Nota Fiscal) and / or the respective collection document,
      with the CONTRACTING PARTIES necessarily doing so through formal
      correspondence presenting the reasons why they wish to query the Invoice
      (Nota Fiscal) and / or the respective collection document.

      9.4.1       The Parties hereby agree that, regardless of the reason why
                  the CONTRACTING PARTIES may decide to query either fully or
                  partially any Invoice (Nota Fiscal) and / or collection
                  document forwarded thereto by the CONTRACTED PARTY, the
                  respective amounts should be paid normally.

      9.4.2       On the other hand, should the CONTRACTED PARTY not agree with
                  the reasons prompting the query by the CONTRACTING PARTIES,
                  the matter should be settled by the Financial Directors or
                  Chief Financial Officers of the CONTRACTING PARTIES and the
                  CONTRACTED PARTY at a meeting to be held within 10 (ten) days
                  as from receipt of the formal correspondence to be forwarded
                  by the CONTRACTED PARTY.

      9.4.3       Should the Parties agree that the CONTRACTING PARTIES are
                  correct in terms of the query submitted, the CONTRACTED PARTY
                  should consequently reimburse the CONTRACTING PARTIES through
                  direct payment within 72 (seventy two) hours.

      9.4.4       Should the Parties fail to reach a friendly solution through
                  the good offices of their Financial Directors or Chief
                  Financial Officers, they may turn to arbitration in order to
                  settle the respective dispute, as stipulated in Clause Twenty
                  Five of this CONTRACT.

9.5   The payments owed by the CONTRACTING PARTIES should be settled through
      depositing the respective amount in the current accounts indicated by the
      CONTRACTED PARTY on the respective invoices.

9.6   The CONTRACTED PARTY is responsible for settling with the Municipal, State
      and Federal Civil Service Departments all social security, fiscal, labor,
      welfare and commercial taxes, dues and levies applicable to the purpose of
      the AGREEMENT, in addition to undertaking the respective payment thereof
      and noting the information required by Brazilian Law and the CONTRACTING
      PARTIES on the Invoices (Notas Fiscais) issued thereby.

9.7   The CONTRACTING PARTIES should always make payment to the CONTRACTED PARTY
      within the 15 (fifteen) day period following the end of the calculation
      period established for each service that may be rendered by the CONTRACTED
      PARTY, with the CONTRACTED PARTY forwarding the collection document or
      documents for this purpose to the CONTRACTING PARTIES up to 10 (ten) days
      prior to the respective due date or dates thereof, as stipulated in itens
      8.2 and 9.2 above.

      9.7.1       Should the CONTRACTED PARTY formally express interest in
                  postponing receipt of its monthly invoices, so that the
                  payment covered in Item 9.7 above is undertaken on annual
                  bases and provided that such request for this alteration is
                  mandatorily valid for at least 3 (three) years, it is hereby
                  agreed among the parties

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                  that the amount corresponding to each payment should be
                  restated by the IGP-DI Index issued by the Getulio Vargas
                  Foundation.

9.8   Releases and / or approvals of the collection documents will be undertaken
      only against documentary proof provided by the CONTRACTED PARTY, if and
      when requested by the CONTRACTING PARTIES, of the payment of any taxes or
      social security levies that may fall due on the contracted services.

CLAUSE TEN: PENALTIES

10.1  Any delay or fault in compliance with the obligations assigned to the
      CONTRACTED PARTY, and provided that that such events are proven, will
      result in the fines being imposed as stipulated in Annex I hereof, as well
      as the related compensation, up to the ceiling stipulated in Item 4.1.4
      and the respective Sub-Items thereof.

10.2  The CONTRACTED PARTY acknowledges that it should comply with the Service
      Targets established by the CONTRACTING PARTIES, being held liable for any
      possible future fines that may be imposed, should the reason for such
      failure to meet the target be the sole and exclusive responsibility
      thereof, as well as for any indemnities and penalties applicable thereto
      up to the amount agreed previously among the Parties as stipulated by Item
      4.1.4 above and the respective Sub-Items thereof.

10.3  Should any delay occur in the settlement of the payments for which the
      CONTRACTING PARTIES are liable, the amounts due will be restated
      monetarily on the basis of the variation in the General Price Index -
      Domestic Availability (IGP-DI) issued by the Getulio Vargas Foundation, or
      the official index that may replace it, with the above-mentioned
      restatement being calculated on a pro rata diem basis from the due date
      through to the effective payment date thereof, in addition to late payment
      interest of 1% (one per cent) per month and a fine of 2% (two per cent) on
      the amount in arrears.

CLAUSE ELEVEN: GUARANTEE

11.1  The CONTRACTED PARTY will guarantee the quality of the services to be
      requested by the CONTRACTING PARTY as stipulated in the Performance
      Ratings (SLAs) to be signed by the Parties.

11.2  Throughout the period during which the services are rendered under this
      AGREEMENT, the CONTRACTED PARTY will undertake any repairs that may be
      required in order to maintain the characteristics specified herein at no
      cost to the CONTRACTING PARTIES, should it be held liable for such
      matters.

11.3  The services covered by this AGREEMENT will be provided with guaranteed
      quality, in compliance with the requirements and specifications
      established through the AGREEMENT, with no need for systematic inspection
      and control of the services by the CONTRACTING PARTIES.

11.4  The CONTRACTED PARTY hereby agrees to allow free access for the technical
      staff of the CONTRACTING PARTIES or the agents and representatives
      appointed thereby, allowing them to remain on the premises and monitor the
      services related to the purpose of this AGREEMENT, without introducing any
      obstacles unless formally proven by the Parties that such inspections will
      adversely affect the normal progress of the services in question.

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CLAUSE TWELVE: NON-DISCLOSURE

12.1  This AGREEMENT and the Clauses, conditions, terms and Annexes hereof, in
      addition to the technical, economic and financial information exchanged
      and generated between the CONTRACTING PARTIES and the CONTRACTED PARTY
      will be treated as confidential data disclosed for the sole purpose of
      allowing the performance and implementation of the services that may be
      requested under this AGREEMENT.

12.2  This AGREEMENT, as well as the Clauses, conditions, terms and Annexes
      hereof, and the technical, economic and financial information exchanged
      and generated among the Parties should be kept highly confidential, with
      the Parties consequently not being empowered to exploit, publicize or in
      any other manner whatsoever provide third parties that have no connections
      whatsoever with this AGREEMENT with knowledge of any of the confidential
      information disclosed thereto, either fully or partially.

      12.2.1      Each Party may disclose such confidential information only
                  with the prior express consent of the other Parties, except in
                  the cases covered in Items 12.5 and 12.6 below, whereby each
                  Party will be released from the obligation to obtain the prior
                  express consent of the others.

12.3  The Parties hereby agree that all and any technical data, economic and
      financial information and the specific expertise that they may have
      disclosed to each other either directly or indirectly prior to the
      performance date of this AGREEMENT, even if occurring under the aegis of a
      non-disclosure agreement, or in any other manner whatsoever, will be
      subject to the safeguards stipulated below for matters considered and
      defined as constituting exclusive or confidential information.

      12.3.1      For the purposes of this AGREEMENT, "Confidential Information"
                  will be taken as meaning the items listed below, regardless of
                  the manner of communication that gave rise to them, it is
                  stressed.

                  A.    Patents and know-how held directly by the Parties or
                        through one or more licenses granted by the National
                        Industrial Property Institute (INPI) or any other
                        international entity qualified to do so;

                  B.    All and any technical data, information and expertise
                        that the Parties may legally own on the performance date
                        of this AGREEMENT or at any time thereafter related to
                        or arising from the implementation of the services;

                  C.    All and any commercial secrets, industrial secrets,
                        trade secrets and confidential information that the
                        Parties signing this document may currently have or have
                        in the future;

                  D.    All and any drawings, specifications, materials
                        listings, training and operations manuals, documentary
                        or electronic materials, technical data, information and
                        knowledge included or related to any equipment designed
                        and manufactured by or on behalf of the Parties;

                  E.    Any technical data, information and expertise of the
                        Parties obtained at any time after the performance date
                        of this AGREEMENT, whether verbal,

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<PAGE>
                        documentary or electronic, patented or not, or with
                        copyright registered by the Parties and whether or not
                        developed by the Parties or obtained thereby from third
                        parties.

      12.3.2      For this purposes of this AGREEMENT, information covered by
                  the following hypotheses will not be deemed confidential:

                  A.    Information that, on disclosure, was already fully or
                        partially within the public domain, or that, after
                        having been disclosed under the aegis of this AGREEMENT,
                        moved into the public domain through either a
                        publication, disclosure or some other authorized source,
                        and provided that such fact occurred due to the fault or
                        malice of the Party receiving the information;

                  B.    Information already known to the recipient Party,
                        provided that it can prove through written or magnetic
                        matter that it already had access to the information
                        entrusted thereto by the disclosing Party before
                        receiving it, and that such information was not obtained
                        directly or indirectly from the disclosing Party;

                  C.    Information demonstrated by the recipient Party as
                        having been received from a third party free from any
                        constraints regarding the disclosure and use thereof,
                        and was not obtained directly or indirectly from the
                        disclosing Party;

                  D.    Information that must be disclosed to third parties
                        under a Court Order, Law, Decree Law, Decree, Edict or
                        any other act issued by a Government Authority; in this
                        case the Party receiving the information should promptly
                        and immediately notify the other Party of the reason why
                        it is being compelled to disclose the confidential
                        information, unless forbidden to do so by a Court Order,
                        Law, Decree Law, Decree, Edict or any other act
                        emanating from a Government Authority, in order to allow
                        the other Party to apply for an injunction protecting it
                        against the need to disclose such information or
                        possibly waive either totally or partially the right to
                        confidentiality arising from this AGREEMENT.

12.4  The Parties will not be exempt from the obligation to keep confidential
      and not disclose specific confidential information received as a result of
      the signature of this AGREEMENT, based merely on the assumption that this
      is covered in the general conditions stipulated in Items "a", "b" or "c"
      of the previous Item.

12.5  The Parties may disclose confidential information to their officers,
      directors, employees, guarantor institutions, financial institutions,
      banks (including the financial agent) and the regulatory agencies whenever
      required for the performance of the services covered by this AGREEMENT, in
      order to comply with some legal requirements or with the specific purpose
      of obtaining financing and / or undertaking financial transactions in
      order to bring in funds.

12.6  The Parties may disclose information that they become aware of through
      this AGREEMENT to their affiliate companies that, for the purposes of this
      AGREEMENT, are deemed to be those that are the direct or indirect
      subsidiaries thereof, or that on the other hand are the direct or indirect
      subsidiaries of a company that is direct or indirect parent company
      thereof. For the purposes of this AGREEMENT, the Parties hereby agree that
      the words "subsidiary" or "control" expresses the status of a company
      holding at least 51% (fifty one per cent) of the equity capital

                                       15
<PAGE>

      of a limited liability company or 51% (fifty one per cent) of the voting
      shares of a stock-issuing business corporation. On the other hand, the
      above-mentioned affiliate enterprises also agree to keep all information
      confidential of which they may become aware.

12.7  The confidential information disclosed under the aegis of this AGREEMENT
      will be the property of the Parties, as applicable, being empowered to
      request the recipient Party to return such information, should they wish
      to do so and as applicable, through forwarding a written notification. The
      recipient Party will have 30 (thirty) days as from receipt of the
      above-mentioned notification to return the original document, tapes and
      other means of transmitting data and information that may have been
      supplied thereto by the disclosing Party, and should also destroy all
      copies (print-outs, electronic or magnetic) during this period that may
      have been produced and that are the property thereof, or the persons to
      whom such confidential information was disclosed.

CLAUSE THIRTEEN: NON-EXISTENCE OF EMPLOYMENT LINKS

13.1  Rendered with the zeal, efficiency, promptness and ethics required in each
      case, the services contracted hereby will be provided with technical
      independence, and with no relationship of exclusivity and hierarchical
      subordination, with it being hereby established that, as corporate legal
      entities established under Brazilian Private Law that are completely
      autonomous and independent among themselves, this AGREEMENT does not
      establish and / or constitute any type of employment link with any other
      Party among the professionals assigned by the CONTRACTED PARTY and the
      CONTRACTING PARTIES to perform the services covered by this agreement,
      with each of them remaining fully liable for payment of all labor and
      social security levies, as well as the Employee Severance Indemnity Fund
      (FGTS) payments for their own staff, among others.

13.2  This document does not endow the Parties with any powers to act
      independently on behalf of any other, whether related or not to the
      services rendered, with no Party being empowered to accept any obligations
      on behalf of any other unless expressly authorized to do so.

13.3  This AGREEMENT does not establish or constitute any type of partnership,
      company, agency, association, consortium or joint venture among the
      Parties.

CLAUSE FOURTEEN: DURATION OF AGREEMENT AND WITHDRAWAL

14.1  This AGREEMENT will enter into effect on the signature date thereof and
      will remain in effect for periods varying from 5 (five) to 6 (six) years,
      depending on the services rendered. The periods during which the services
      will be rendered by the CONTRACTED PARTY are listed for each service in
      Annex I hereto, which will be automatically renewed for 5 (five) years at
      the end of the respective periods, in compliance with the provisions in
      Item 14.1.1.

      14.1.1      Should any of the Parties decide not to renew one or more of
                  the services rendered under this AGREEMENT, the Party in
                  question should notify the other Party in writing with advance
                  notice of 180 (one hundred and eighty) days.

14.2  All the Clauses and Items in this document remain unchanged in terms of
      the automatic extension mentioned above, unless the Parties specifically
      decide otherwise on one or more Clauses or Items and provided that any
      alterations that may be undertaken are covered by Deeds of Amendments duly
      signed by the signatories of this document or by the accredited legal
      representatives of both companies.

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CLAUSE FIFTEEN: RESCISSION

15.1  This AGREEMENT may be rescinded by any of the Parties through forwarding
      prior notice of 180 (one hundred and eighty) days as from the 5th (fifth)
      year of this document.

15.2. The AGREEMENT may be rescinded at any time with no need for prior notice
      from any of the Parties in the following hypotheses:

      A.    Acts practiced by the Parties that, at the discretion of the
            adversely affected Party, result in the denigration of its good
            business name or a proven reduction in the quality levels of the
            services rendered;

      B.    Halt in the services without due cause and / or prior notification
            forwarded to the CONTRACTING PARTIES;

      C.    Repeated faults in the performance of the services contracted or
            compliance with the obligations required through this document;

      D.    Failure to prove compliance with social security, labor, tax or
            fiscal obligations;

      E.    Suspension by the competent authorities of the services rendered
            under this AGREEMENT due to a breach of the legal provisions in
            effect;

      F.    Decree of bankruptcy, filing under Chapter 11, entry into
            receivership and dissolution of any of the Parties;

      G.    Alteration to the Articles of Incorporation, By-Laws, purpose and /
            or structure of the CONTRACTED PARTY such as a merger, split or
            take-over resulting in the divestment of the control thereof to a
            company in the same field of economic activity as the CONTRACTING
            PARTIES or that adversely affects the proper performance of the
            AGREEMENT;

      H.    Occurrence of Act of God or force majeure, duly proven and
            preventing compliance with the AGREEMENT; when only partial
            compliance with the AGREEMENT is possible, the CONTRACTING PARTIES
            and the CONTRACTED PARTY may decide between partial compliance and
            rescission of the AGREEMENT.

15.3  In case of rescission of this AGREEMENT due to any of the hypotheses
      listed above in Item 15.2, other than the occurrence covered in Sub-Item H
      of the above-mentioned Item 15.2, the Party giving rise to the rescission
      will pay the injured Party a non-compensatory rescissory fine in an amount
      equivalent to 10% (ten per cent) of the amount estimated as due each year
      under this AGREEMENT, pursuant to the provisions in Item 8.1, without
      adversely affecting the losses and damages that may eventually be due
      thereby. This fine will not be imposed when applicable to payments in
      arrears, in which case the specific penalties stipulated in this document
      will be applied, as agreed among the Parties.

CLAUSE SIXTEEN: SUBCONTRACTING, ASSIGNMENT OR TRANSFER

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16.1  The CONTRACTED PARTY may not sub-contract, assign or transfer the
      obligations assigned thereto under this AGREEMENT to third parties without
      prior written authorization from the duly-accredited legal representatives
      of the CONTRACTING PARTIES.

16.2  Authorization for total or partial sub-contracting will not exempt the
      CONTRACTED PARTY from full liability for compliance with all the terms and
      conditions of this AGREEMENT, especially compliance with the schedule and
      labor, social security, tax and fiscal obligations as stipulated in Item
      3.1.5 of Clause Three hereof.

16.3  The authorization to sub-contract may be revoked by the CONTRACTING
      PARTIES at any time with 30 (thirty) days advance notice, without such
      revocation endowing the CONTRACTED PARTY with the right to reimbursement
      for any damages or the extension of the date stipulated for the full
      performance of the purpose of the AGREEMENT.

16.4  All the Clauses of AGREEMENT will be automatically applicable to any
      sub-contracting agreement that may be signed by the CONTRACTED PARTY,
      which will remain directly and solely liable to the CONTRACTING PARTIES
      for strict compliance with the legal and contractual obligations of such
      sub-contractor.

CLAUSE SEVENTEEN: ALTERATION TO THE CONTRACT

17.1  Any alterations to the contractual obligations will be valid only through
      signature of Deeds of Amendments signed by the duly-accredited legal
      representatives of the Parties.

CLAUSE EIGHTEEN: FORCE MAJEURE

18.1  Acts of God or force majeure will constitute exclusionary factors for
      liability as stipulated in Article 393 of the Brazilian Civil Law Code.

18.2  The Party or Parties adversely affected by Act of God or force majeure
      should notify the other immediately and in writing of the extent of the
      matter and the estimated period during which it (they) will be prevented
      from complying with its (their) obligations arising from the AGREEMENT or
      the length of time during which it (they) will be obliged to delay such
      compliance, being bound to notify the other Party when the effects thereof
      cease.

18.3  Should the occurrence of Act of God or force majeure adversely affect the
      performance of the obligations arising from the AGREEMENT by one of the
      Parties only partially, the adversely affected Party should comply with
      the obligations not affected by the occurrence of the Act of God or force
      majeure, provided that the other Party or Parties still wish to continue
      the AGREEMENT.

18.4  Any interruptions in the services caused by force majeure or Act of God
      will result in new contractual conditions and periods being established as
      agreed between the Parties, when the effects thereof cease, established
      through a Deed of Amendment and provided that the continuation of the
      services rendered is in the interests of all the Parties.

CLAUSE NINETEEN: SOCIAL ACCOUNTABILITY AND THE ENVIRONMENT

19.1  The Parties hereby agree not to employ any type of child labor and to do
      their utmost to avoid contracting and / or ordering products or services
      from individuals or corporate legal entities that directly or indirectly
      exploit child labor at any place.

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19.2  The Parties hereby agree to adopt proper measures to prevent combat and
      reduce the significant environmental impacts of the activities undertaken
      through this AGREEMENT.

CLAUSE TWENTY: COMMITMENT TO HEIGHTEN AWARENESS

20.1  During the term of this AGREEMENT, the CONTRACTED PARTY should adopt an
      ethical stance with regard to both the CONTRACTING PARTIES, agreeing to
      respect and obey the behavioral Rules and Guidelines in the Procurement
      Process, whose contents are available on the official Telemar website:
      www.telemar.com.br.

20.2  The CONTRACTED PARTY should be cognizant and in agreement with the Deed of
      Non-Disclosure drawn up by the TELEMAR Procurement Department,
      notwithstanding the fact that this AGREEMENT also involves OI, and that is
      available on the official Telemar website: www.telemar.com.br.

20.3  In case of non-compliance by the CONTRACTED PARTY with the previous items,
      the CONTRACTING PARTY will have the right to rescind this AGREEMENT,
      imposing the penalty stipulated therein up to the financial ceiling
      previously discussed among the Parties and stipulated in Item 4.1.4 and
      the respective Sub-Items thereof.

CLAUSE TWENTY ONE: ANATEL TARGETS

21.1  The CONTRACTED PARTY agrees to undertake all actions required for full
      compliance with the Service Targets established by ANATEL for the
      CONTRACTING PARTIES and listed in the performance parameters given in
      Annex I hereof, in order to ensure the complete performance of the
      services constituting the purpose of this document.

21.2  The CONTRACTING PARTIES will supply the CONTRACTED PARTY with all the
      specifications stipulated by ANATEL for each service site.

21.3  The CONTRACTED PARTY should comply with the Service Targets established by
      ANATEL for the CONTRACTING PARTIES, being jointly liable for any fines
      imposed by this Regulator up to the ceiling discussed previously among the
      Parties and described in Item 4.1.4 and respective Sub-Items thereof,
      should the origin of such non-compliance with the target be the
      responsibility of the CONTRACTED PARTY.

21.4  The CONTRACTING PARTIES will notify the CONTRACTED PARTY of the "Official
      ANATEL Metering Calendar" at the appropriate times, and should they fail
      to do so, the CONTRACTED PARTY will not be obliged to comply with any of
      the items stipulated in this Clause.

CLAUSE TWENTY TWO: APPLICABLE LAW

22.1  The CONTRACTING PARTIES and the CONTRACTED PARTY hereby agree that this
      AGREEMENT, the documents appended hereto and any possible disputes arising
      from the relationship between the Parties should be construed and settled
      respectively in compliance with (i) Brazilian Law; (ii) the rules in this
      AGREEMENT and the documents supporting it; and (iii) based on good rules
      of hermeneutics and interpretation of the Law.

                                       19
<PAGE>

CLAUSE TWENTY THREE: GENERAL PROVISIONS

23.1  The CONTRACTED PARTY is forbidden to make use of the trademarks, brand
      names and logos of the CONTRACTING PARTIES without the prior, written
      consent thereof, in addition to any commercial exploitation AGREEMENT of
      the fact that it is rendering services to these Companies.

23.2  The periods stipulated in the AGREEMENT and the Annexes hereof will be
      calculated in consecutive days, excluding the starting date and including
      the final date thereof.

23.3  Should the CONTRACTED PARTY prove that any delay in compliance with this
      obligations is due to delay on the part of the CONTRACTING PARTIES, the
      CONTRACTED PARTY will be granted an extension of no more than the period
      equal to the delay caused by the CONTRACTING PARTIES, for the periods
      covering the activities that depend directly on the activity giving rise
      to such delay. The occurrence of any possible delay in a specific
      obligation may not be claimed by the CONTRACTED PARTY as justification for
      late performance of obligations that are completely unconnected to the
      obligation in arrears.

23.4  Any early compliance by one of the Parties will not oblige any other Party
      to perform its obligations prior to the date stipulated in this AGREEMENT
      and Annex I hereof.

23.5  Should any Clause, Deed or Provision in this AGREEMENT be declared null or
      non-enforceable, such nullity or non-enforceability will not adversely
      affect any other Clauses, Terms of Provisions herein, which will remain
      fully effective and with all legal effects arising therefrom.

23.6  For all issues related to the AGREEMENT, the CONTRACTING PARTIES and the
      CONTRACTED PARTY will act as independent Parties. None of the Parties may
      declare that it has any authority to accept or establish any specific or
      implicit obligation on behalf of any other Party, nor to represent any
      other Party as an Agent or Representative, or in any other function
      whatsoever. It is hereby established that the CONTRACTING PARTIES have no
      liability for any debts and obligations contracted by the CONTRACTED
      PARTY, with the latter or third parties not being empowered to make use of
      this AGREEMENT or any other reason to claim compensation or
      reimbursements, just as the CONTRACTED PARTY has no liability for any
      debts or obligations contracted by the CONTRACTING PARTIES. However, the
      Parties will be liable up to the limits established in this AGREEMENT for
      debts among themselves.

23.7  No condition in this AGREEMENT should be understood as a means of
      establishing a company, joint venture, partnership or commercial
      representation among the Parties, nor any employment link among the
      professionals, agents, representatives, outsourced workers and / or
      sub-contractors of a CONTRACTED PARTY and the CONTRACTING PARTIES, with
      each being solely, exclusive and wholly responsible for their own actions
      and obligations.

23.8  It is specifically and irrevocably stipulated that any tolerance with
      regard to any late performance or non-compliance with the obligations by
      any other Parties, or should the Parties not exercise any rights
      guaranteed under this AGREEMENT or the Law in general, this will not
      constitute any contractual novation or waiver of any of these rights, with
      the Parties being empowered to exercise them at any time.

23.9  The Clauses in this AGREEMENT that are permanent by nature, particularly
      but not limited to those covering third party liabilities, labor, tax,
      social security and fiscal matters, in addition to

                                       20
<PAGE>

      intellectual property rights, copyright, confidentiality and
      non-disclosure, among others will remain valid even after the rescission
      of this AGREEMENT.

23.10 Should any of the Parties be sued through the Civil, Fiscal or Labor
      Courts, either jointly or on a subsidiary basis due to facts or acts
      proven to be the responsibility of another Party or Parties, they are
      hereby authorized to claim reimbursement of amounts improperly expended,
      naturally provided that they provide full and clear documentary proof of
      such facts.

23.11 In addition to the Parties, this AGREEMENT is binding on the successors
      thereto, regardless of the type of succession, for the rights and
      obligations accepted hereby.

23.12 Under penalty of law, the Parties hereby declare that their undersigned
      duly-accredited legal representatives are properly appointed as stipulated
      in their respective Articles of Incorporation and By-Laws, empowered to
      accept the obligations contracted hereby.

23.13 The Clauses of this AGREEMENT consolidate the full understanding of the
      Parties and prevail over any other understanding signed previously on the
      purpose contracted hereby.

CLAUSE TWENTY FOUR: OMISSIONS

24.1  The Parties hereby agree that with regard to any possible future omissions
      noted in this AGREEMENT, the following will be applied in systematic
      order: Brazilian Law, Usage and Customs. However, the Parties may discuss
      any possible future omissions, reaching a consensus on such matters. In
      this case, it will be necessary to sign a Deed of Amendment to the
      AGREEMENT covering the content of this decision on the problem in
      question.

CLAUSE TWENTY FIVE: ARBITRATION COURT

25.1  All disputes, disagreements or claims arising among the Parties related to
      the construal of the terms of this AGREEMENT and / or the performance or
      settlement of the obligation stipulated herein, and / or the breach of any
      terms and conditions hereof, including the failure to comply with any
      obligation stipulated herein by any of the Parties, as well as any failure
      to reach a friendly solution after any Invoice (Nota Fiscal) and / or
      collection document has been queried by the CONTRACTING PARTIES, should be
      definitively settled in compliance with the Regulations issued by the
      Reconciliation and Arbitration Chamber, Getulio Vargas Foundation
      ("Regulations").

25.2  The arbitration proceedings will be rules by these Regulations, with the
      Reconciliation and Arbitration Chamber, Getulio Vargas Foundation being in
      charge of the administration of the arbitration proceedings. Should these
      Regulations fail to cover any procedural aspects, the Parties hereby agree
      to apply on an ancillary basis and in this order, the Brazilian Procedural
      Laws stipulated in Law N Degrees 9,307/96 and the Brazilian Civil
      Procedural Law Code.

25.3  The Arbitration Court will consist of 3 (three) Arbitration Judges, one
      appointed by the CONTRACTED PARTY, another by the CONTRACTING PARTIES and
      the third Arbitration Judge who will serve as the Chair of the Arbitration
      Court, by the two Arbitration Judges appointed by the Parties. The
      selection of the third Arbitration Judge should take place within 10 (ten)
      days of the appointment of the second Arbitration Judge. Should one of the
      Parties fail to appoint an Arbitration Judge or should the appointed
      Arbitration Judges fail to reach agreement on the third Arbitration Judge,
      the President of the Reconciliation and Arbitration Chamber,

                                       21
<PAGE>

      Getulio Vargas Foundation will be responsible for the appointment thereof
      within a minimum period of 10 (ten) days as from the date on which such
      deadlock or omission is confirmed.

25.4  The Arbitration Proceedings will take place in the City of Rio de Janeiro,
      State of Rio de Janeiro, held in Portuguese.

25.5  The Arbitration Judges should hand down their decision on the basis of the
      applicable Brazilian Law, without applying the Principles of Equity.

25.6  The Parties hereby agree to do their utmost to reach a swift, thrifty and
      fair settlement to any disputes submitted to arbitration.

25.7  The Arbitration Report will be deemed final, definitive and binding on the
      Parties, which expressly any waive any type of appeal against the
      Arbitration Report.

25.8  The Parties may turn to the Courts only in the cases listed below, with
      such conduct not being deemed a waiver of arbitration as the only means of
      settling disputes selected by the Parties: (i) to ensure the institution
      or the Arbitration Proceedings; (ii) to apply for writs protecting their
      rights prior to the establishment of the Arbitration Court; and (iii) to
      execute any decision handed down by the Arbitration Court, excluding but
      not only the Arbitration Report. To do so, the Parties hereby elect the
      Law Courts of the Rio de Janeiro State Assizes as competent to hear and
      hand down decisions on these matters.

25.9  The payment of the arbitration costs will be allocated in compliance with
      the Regulations.

Being in full and fair agreement, the Parties sign this document in 2 (two)
copies of identical content for one single purpose, in the presence of the
undersigned Witnesses..

                       Rio de Janeiro, November 30, 2004.

                _________________________________________________
                                     TELEMAR

                _________________________________________________
                                       OI

                _________________________________________________
                                     CONTAX

Witnesses:

_________________________               _________________________
Name:                                   Name:
CPF/MF:                                 CPF/MF:

                                       22
<PAGE>

     ANNEX I -- DESCRIPTION AND GENERAL CONDITIONS OF THE SERVICES RENDERED

<TABLE>
<CAPTION>
                                                                    Page
<S>                                                                 <C>
1 - BUSINESS SERVICES                                               A-2
2 - LABOR FORCE SERVICES FOR THE MAINTENANCE AND
OPERATIONS AREAS OF TELECOM, SCREENING
AND CUSTOMER SERVICE FACILITIES / TELEMAR STORES                    A-11
3 -- 102 -- INFORMATION                                             A-16
4 - 104 -- SERVICES (TELEMAR CUSTOMER SERVICES)                     A-28
5 - CREDIT RECOVERY UNIT - TELEMAR                                  A-42
6 - VELOX / DVI CUSTOMER SERVICES                                   A-51
7 - CORPORATE CUSTOMER SERVICEs                                     A-59
8 - TELEMAR RETENTION                                               A-67
9 - OI RETENTION                                                    A-83
10 - TELEMAR RETAIL TELEMARKETING                                   A-85
11 - TELEMAR BUSINESS TELEMARKETING                                 A-98
12 - OI TELEMARKETING                                               A-100
13 - OI CUSTOMER SERVICEs                                           A-105
14 - OI BUSINESS                                                    A-137
15 - VELOX THT RETENTION /BUSINESS                                  A-157
16 - OI COLLECTIONS                                                 A-165
17 - TELEMAR OTHER SERVICES                                         A-176
18 - OI OTHER SERVICES                                              A-185
</TABLE>

                                      A-1
<PAGE>

1. Business Services

The annual estimated fee for this service is [*****]

1.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

BILLING: Full Attendance Position (PA)

OPERATING HOURS:

<TABLE>
<CAPTION>
         Services                                    Operating Hours
-------------------------------------       ------------------------------------
<S>                                         <C>
Level 1 Customer Service                    24h X seven days x  week

Relationship and Quality Center (CRQ)       07:30h - 20h - Monday to Saturday

Business Solutions Center (CSE)             06:45h - 20:00h - Monday to Saturday

Hot line (6 hours)

Hot line (8 hours)                          07:30h - 20:00h - Monday to Saturday

Back Office                                 08:00h - 18:00h - Monday to Friday

Business Accounts Analysis (ACE)            07:30h - 20:00h - Monday to Saturday
</TABLE>

                                      A-2
<PAGE>

PRICES BY FULL ATTENDANCE POSITION (PA):

<TABLE>
<CAPTION>
                                                  R$                                   R$
                                                                            (after first three years of
          Services                   (first three years of contract)*               contract)**
--------------------------------     --------------------------------       ---------------------------
<S>                                  <C>                                    <C>
Level I Customer Service                        [*****]                              [*****]

Relationship and Quality Center                 [*****]                              [*****]
(CRQ) (6 hours)

Relationship and Quality Center                 [*****]                              [*****]
(CRQ) (7:12 hours)

Business Solutions Center (CSE)                 [*****]                              [*****]

Hot line (6 hours)                              [*****]                              [*****]

Hot line (8 hours)                              [*****]                              [*****]

Help Desk                                       [*****]                              [*****]

Business Accounts Analysis (ACE)                [*****]                              [*****]
</TABLE>

* Prices with discount during the first 3 (three) years, due to the use of
partially depreciated Call Center assets acquired from Telemar.

**These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement.

GENERAL CHARACTERISTICS:

1.1. Attendance Position (PA)

      1.1.1. The period for implementing the resized new services will depend on
      the technical resources required and the length of time needed to recruit
      and train the Human Resources, specifically for each service required by
      the CONTRACTING PARTY, which should be agreed among the Parties.

      1.1.2. For the current services, the implementation period of this
      resizing process should comply with the duration (in hours) of the
      Training Sessions stipulated for each contracted

                                      A-3
<PAGE>

      service.

      1.1.3. In view of the possibility of the CONTRACTED PARTY providing
      customer services through additional Attendance Positions (PAs), the
      Parties will agree on such increase, in addition to alterations to the
      price thereof, providing collateral covering the amounts due as payment
      thereon.

      1.1.4. In order to handle any possible future campaigns, whose dates
      should be notified by the CONTRACTING PARTY, the increase in the
      stipulated number of Attendance Positions (PAs) should always comply with
      the availability of the site(s) being requested by the CONTRACTED PARTY
      with advance notice of 3 (three) business days, for operations on
      Saturdays, Sundays and Holidays, and with advance notice of 15 (fifteen)
      days for operations on business days. It is hereby established that such
      periods may be altered through common agreement between the Parties.

      1.1.5. The period for contracting the Attendance Positions (PAs) that will
      be included in the services may not be less than 30 (thirty) days.

      1.1.6. Any reduction in the Attendance Positions (PAs) should be requested
      by the CONTRACTING PARTY with advance notice of 15 (fifteen) days and may
      not exceed the permitted reduction limit established for these services,
      with it being hereby agreed that the Parties may concur on a shorter
      period, should this be possible for the Customer Service.

      1.1.7. Should the reduction in the Attendance Positions (PAs) requested by
      the CONTRACTING PARTY result in a fraction, it is hereby agreed that this
      will correspond to the full unit higher than such fraction.

2. BILLING

2.1 Halts in the Operations

      2.1.1 In case of any events that may halt the operations, the causes
      thereof should be identified, in order to establish the appropriate
      responsibilities and liabilities, as follows:

      2.1.2 When the causes are related to personnel management and / or
      maintenance contracts covering the technological facilities, the liability
      will be assigned to the CONTRACTED PARTY, which should issue invoices in
      compliance with the operations effectively carried out.

      2.1.3 When the causes are related to the infrastructure and / or lack of
      investments in technology, the liability will be assigned to the
      CONTRACTING PARTY, which should remunerate the operation considered for
      billing purposes:

            a. Services contracted by the Attendance Position (PA): Billing at
            100% (one hundred per cent) of the Attendance Positions (PAs)
            approved for the period;

                                      A-4
<PAGE>

      2.1.4. For other occurrences, such as partial interruptions, outside
      events, brief downtime or slowdowns in the system that may affect the
      performance of the operations and that were proven to have been caused for
      matters that are the sole responsibility of the CONTRACTING PARTY, it
      should remunerate the CONTRACTED PARTY, replacing the adversely affected
      period by a similar period calculated on the basis of the historical
      records for the 3 (three) previous months.

2.2 Loss of billing information

      2.2.1 In situations where there is a partial or total loss of billing
      information for a period, once all attempts have been exhausted to recover
      the data, the CONTRACTING PARTY should remunerate the CONTRACTED PARTY,
      replacing the adversely affected period by a similar period calculated on
      the basis of the historical records for the 3 (three) previous months.

2.3 The billing for the services contracted by the Attendance Position (PA)
should be undertaken on the basis of the following conditions:

            a. On the 16th (sixteenth) day of the month, the CONTRACTED PARTY
            will calculate the average number of the Attendance Positions (PAs)
            logged on during peak periods (HMM) (average of the 1/2 hours) for
            the business days from the 16th (sixteenth) day of the previous
            month to the 15th (fifteenth) day of the current month, jointly with
            the CONTRACTING PARTY, based on the Reports agreed between the
            Parties, and duly documented.

2.3.1. The Attendance Positions (PAs) will be deemed active when occupied for at
least four consecutive hours logged under any of the status situations listed
below:

            a. In service (conversation, hold and / or post-service);

            b. Paused, provided that this does not exceed 25 minutes;

            c. Waiting to attend.

3. PERFORMANCE RATINGS (SLA)

3.1 SERVICE LEVEL I -- Calls Answered within 10s

<TABLE>
<CAPTION>
          PRODUCTS                            TARGET             CHECKED
          --------                            ------             -------
<S>                                           <C>                <C>
Level 1 Customer Services                       95%               Daily
Relationship and Quality Center (CRQ)           95%               Daily
Business Solutions Center (CSE)                 95%               Daily
Hot Line                                        80%               Daily
Business Accounts Analysis (ACE)                95%               Daily
</TABLE>

3.2 SERVICE LEVEL -- Calls Answered within 20s

                                      A-5
<PAGE>

<TABLE>
<CAPTION>
PRODUCTS            TARGET          CHECKED
--------            ------          -------
<S>                 <C>             <C>
Hot Line            80%               Daily
</TABLE>

3.3 SERVICE LEVELS I & II - ANATEL Metering Day (DDX)

<TABLE>
<CAPTION>
                  OPERATIONS INDICATORS                                     TARGET         CHECKED
                  ---------------------                                     ------         -------
<S>        <C>                                                              <C>            <C>
IND.01     NS I -- % Calls Answered within 10" / Peak Periods (PMMs)          98%          1/2 hour
IND.02     NS II -- % Calls Answered within 35"                              100%          1/2 hour
</TABLE>

4. HUMAN RESOURCES

4.1. Staff Selection

      4.1.1. The following Table presents the curricular requirements to be
      taken into consideration for the recruitment and selection of candidates
      for the Positions listed in this Table:

 <TABLE>
 <CAPTION>
                                                                               Information
  Services           Position        Education             Experience           Technology
  --------           --------        ---------             ----------           ----------
<S>                <C>            <C>              <C>                         <C>
                   Operator I      High School     Information; six months      Windows
                                    Diploma        Customer Services            environment
                                                   (desirable)

Services           Operator II     High School     6 months Operator I          Windows
                                     Diploma       (desirable)                  environment

                   Supervisor     Undergraduate    1 year  Supervisor
                                   (desirable)     Customer Services            Office
                                                   (desirable)
 </TABLE>

4.2. Training

                                      A-6
<PAGE>

      4.2.1. The CONTRACTED PARTY is responsible for training its staff in
      response and negotiation techniques, as well as transferring all the
      training supplied by the CONTRACTING PARTY.

      4.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
      Agent Training Sessions required to render the services covered by this
      Annex, such as: training sessions focused on the legacy systems, products
      and services required to perform the operating activities, in addition to
      the costs of such training sessions, but with no responsibility for the
      infrastructure that will transfer these activities to the operators.

4.3. Initial Training

      4.3.1. The following Table presents the Modules constituting the
      Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
      The Parties may update the content of these Programs at any time in order
      to adapt them to the requirements of the operations, provided that common
      agreement is reached thereon.

<TABLE>
<CAPTION>
                                                 OPERATOR      QUALITY MONITOR      Supervisor
                                                 --------      ---------------      ----------
<S>                                              <C>           <C>                  <C>
BEHAVIOR MODULE

Basic Customer Care Procedures.                      X                 X                 X

ORGANIZATION MODULE

Overview of Telecommunications,
Organizational / Institutional Aspects -             X                 X                 X
Telemar.

OPERATIONS MODULE

Legacy Systems, Scripts and Procedures.              X                 X                 X

MONITORING MODULE

Monitoring, Recording and Feedback                                     X
Procedures.

 ADMINISTRATION AND LEADERSHIP MODULE /
Staff and Team Management                                                                X
</TABLE>

                                      A-7
<PAGE>

      4.3.2. The CONTRACTED PARTY should ensure that the operators begin work
      only after having completed the Initial Training Module, having obtained
      grades that comply with the pre-defined approval ratings.

4.4. Capacity-building

      4.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
      Sessions on the bases of the following criteria:

BUSINESS GROUP          Monitoring                     20 min/month
                        Training                      360 min/month

      4.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
      Capacity-Building Training Sessions in order to restore satisfactory
      operator service standards, as described below:

         a. Operators scoring monitoring grades below 85 (eighty five);

         b. Operators with scores below the acceptable standard stipulated in
         the Quality Certification process (CEQUAL);

         c. Unsatisfactory results in the Customer Satisfaction Survey or
         Operator Performance Quality Monitoring services;

         d. Results rated as unsatisfactory by ANATEL in terms of Operator
         conduct;

         e. Alterations to processes, procedures, business rules and / or
         technology affecting the operator services.

      4.4.3. Any hypotheses not covered in this document and situations where
      the volume of Training Sessions required exceeds the implementation
      capacity thereof, will be agreed upon by the Parties.

      4.4.4. The duration of the Capacity-Building Training Sessions should
      comply with the Table in Item 4.4 of this Annex.

      4.4.5. For Capacity-Building purposes, the training times allocated to
      topics and priorities as defined by the Monitoring and Satisfaction
      Surveys Ratings will be taken under consideration, ensuring that the
      duration thereof is assigned to subjects ranked as high priority.

      4.4.6. The Parties should agree on the duration (in hours) of the
      Capacity-Building Training Sessions, required for special responses and
      new services.

                                      A-8
<PAGE>

      4.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
      compliance with the operator workloads, so that the service standards are
      not adversely affected thereby, necessarily sized to the scale of the
      operator capacity-building and training schedules.

      4.4.8. The CONTRACTED PARTY should forward to the training and
      capacity-building schedule for each site to the CONTRACTING PARTY on a
      monthly basis, with information on the services covered by the Training
      Sessions, the number of operators to be trained, duration (in hours), and
      the location of the Training Sessions.

      4.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
      Monthly Training Control Report covering the last month and containing
      pertinent information, such as attendance and grades (where applicable).

4.5. Additional Training Sessions

      a. For Training Sessions not covered in Items 4.3 and 4.4, the CONTRACTING
      PARTY should draw up a training schedule for the Multiplicatory Agents,
      lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
      PARTY with advance notice of 2 (two) days prior to the start of the
      Training Sessions. The CONTRACTED PARTY should ensure that its
      Multiplicatory Agents are available, provided that they are not involved
      in other Training Sessions.

      b. The CONTRACTED PARTY should draw up the Operator Training Program with
      the objective of implementing the effective rendering of the services
      within no more than 15 (fifteen) days, as from the end of the
      Multiplicatory Agent Training Sessions.

      c. Should the CONTRACTING PARTY request a Training Plan that requires
      overtime or unforeseen outlays, such outlays will be for the account
      thereof, with such amounts being estimated and agreed among the Parties
      prior to the start of the Training Sessions.

      d. Should the Operator Training Program exceed 10 (ten) days, the
      CONTRACTING PARTY should draw up a training schedule that does not
      adversely affect the Performance Ratings (SLA) of the operations.

5. DURATION

The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, it
should notify the other with advance notice of 180 (one hundred and eighty)
days, all as stipulated in Item 14.1 of the Services Agreement regulating the
business relationship in question.

6. REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Business Services", rendered by
the CONTRACTED PARTY, provided the respective impact thereof does not result in
an annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product.

                                      A-9
<PAGE>

When such reduction exceeds [*****], the additional amount will be considered as
partial rescission, being subject to a rescissory fine in such case equivalent
to the amount corresponding to the amount by which the monthly revenues are
reduced, multiplied by [*****]. This amount should be calculated without
including the [*****] reduction permitted as described above, taking into
consideration only the amount exceeding the reduction limit allowed for the
CONTRACTING PARTY. The fine should be paid by the CONTRACTING PARTY reducing the
services requested from the CONTRACTED PARTY, both adopting this stance and
taking the proportional aspects of the revenues into consideration.

                                      A-10
<PAGE>

2. Jobs Performed by the Labor-Force for the Maintenance and Operations Areas of
Telecom, Screening and Customer Service Facilities - Telemar Stores

The annual estimated fee for this service is [*****]

2.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)

BILLING: Administration fee of [*****], on the costs of the services contracted

PRICES:  Administration fee of [*****], on the costs of the services contracted

<TABLE>
<CAPTION>
                 Services                                        Operating Hours
                 --------                                        ---------------
<S>                                                      <C>
Voice Screening -  Off-Site Facilities (Advance          07:00h - 22:00 h - Monday - Sunday
Screening / Conventional Screening / Re-testing)

Data Communications (Screening / Appointment / Circuit
Configuration and Performance Analysis).                 08:00h - 20:00h - Monday - Sunday

Back Office                                              08:00h - 20:00h - Monday - Friday

Specialized Screening - Velox                            24 hours x seven days x week

Public Usage Telephony Facilities (TUP) -  Remote
Supervision System (SSR) Operations                      08:00h - 18:00h - Monday - Sunday

Operations Control                                       08:00h - 18:00h - Monday - Friday

Corporate Bases

Specialized Collections                                  08:00h - 18:00h - Monday - Friday

Screening - WLL Terminals                                07:00h - 19:00 h - Monday - Sunday

Back Office Services                                     08:00h - 18:00 h - Monday - Friday

Support for the Customer Service Operators (OSC)         08:00 to 18:00 h - Monday - Friday
</TABLE>

                                      A-11
<PAGE>

BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

LOCATION: Rio de Janeiro, Minas Gerais, Bahia, Pernambuco and Ceara.

<TABLE>
<CAPTION>
Telemar Regional Offices                    Services
------------------------                    --------
<S>                         <C>
                            Voice Screening -  Off-Site Facilities
                            Registration and Designation
                            Data Communications
                            Specialized Screening - Velox
                            Public Usage Telephony Facilities (TUP) -
                            Remote Supervision System (SSR)
     Rio de Janeiro         Operations
                            Operating Control
                            Screening - WLL Terminals
                            Telemar Atende hot line
                            ANATEL Attendance
                            Back Office Services

                            Voice Screening -- Off-Site Facilities
                            Registration and Designation
                            Data Communications
                            Customer Service Operators (OSC) Support
      Minas Gerais          Public Usage Telephony Facilities (TUP) -
                            Operation of the SSR Service
                            Operating Control
                            Corporate Bases
                            Telemar Atende hot line
                            ANATEL Attendance

                            Voice Screening -- Off-Site Facilities
                            Registration and Designation
         Bahia              Data Communications
                            Telemar Atende hot line
                            ANATEL Attendance
</TABLE>

                                      A-12
<PAGE>

<TABLE>
<S>                         <C>
                            Voice Screening -- Off-Site Facilities
                            Registration and Designation
                            Data Communications
       Pernambuco           Specialized Collection
                            Telemar Atende hot line
                            Back Office
                            ANATEL Attendance

                            Voice Screening -- Off-Site Facilities
                            Registration and Designation
                            Data Communications
         Ceara              Customer Service Operators (OSC) Support
                            Telemar Atende hot line
                            ANATEL Attendance
</TABLE>

GENERAL CHARACTERISTICS:

1. BUSINESS FUNCTION

1.1 Voice Screening -- Off-Site Facilities (Conventional Screening / Re-Testing
Activities)

Undertake fault diagnosis activities at subscriber terminals, interviewing
customers, handling complaints, and performing electrical tests at the telephone
Switchboards.

1.2 Registration and Designation (Processing Services / MAT / Facilities
Registration)

Perform Service Order Processing Activities with Number Designations and Network
Facilities, Dealing with Service Orders at the Subscriber Services Pending (PA)
Desk, Terminal Registration and Network Facilities Management, and Switchboard
Programming.

1.3 Data Communications (Screening / Designation / Circuit Configuration /
Performance Analysis) Undertake Screening / Diagnosis, Designation and
Configuration of Faults in Data Communications, Advanced Voice and Velox
Circuits, Monitoring Service Orders and Fault Tickets, and Preparation of
Engineering Project Designs for the Facilities.

1.4 Specialized Screening - Velox

Perform Screening / Diagnosis on Velox Circuits, using the data network and
multi-service network platforms.

                                      A-13
<PAGE>

1.5 Public Usage Telephony Facilities (TUP) / Remote Supervision System (SSR)
Service Monitor the Public Usage Telephony Facilities (TUP), checking that the
Terminals are functioning, identifying faults and assessing tariff issues

1.6 Operating Control

Perform activities related to dealing with significant Faults in the Telecom
Facilities, diagnosing causes, proposing corrective and preventive actions, and
taking steps to deal with complaints from ANATEL prompted by Radio Frequency
(RF) interference.

1.7 Corporate Data bases (Locations / Addresses / Facilities / Numbering Range)

Adjust and synchronize the Locations, Addresses and Facilities Data Bases,
Excluding Duplicate Records for Locations and Addresses, Including Numbering
Ranges in the National and International Numbering Bases. Maintain the Integrity
of these Records.

1.8 Specialized Collections

Perform activities related to contact with customers for dealing with payments
in arrears, defaults, negotiation of debts and settlement through installments.

1.9 Screening WLL Terminals

Perform Fault Screening and Diagnoses for subscriber terminals, using WLL
Technology.

1.10 Telemar Atende hot line

Perform customer care activities personally for Telemar Customers in Telemar
Stores.

1.11 ANATEL Attendance Monitor and deal with complaints from Telemar Customers
within the sphere of ANATEL.

1.12 Support for the Customer Service Operators (OSC)

Provide support for the Customer Service Operators (OSC) when responding to
requests for services and repairs.

2. PERFORMANCE RATINGS (SLA)

The operations described above are not overseen through the Performance Ratings
(SLA).

3. TRAINING

                                      A-14
<PAGE>

The CONTRACTED PARTY will be responsible for behavioral training costs for
customer care techniques, recruitment and selection.

The CONTRACTING PARTY will be responsible for the cost of the hours worked by
the operators being trained in Products, Services or Systems, as well as the
associated logistics (room, equipment, educational materials, instructor and
others).

4. DURATION

The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

5. REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Services performed by the
labor-force for the maintenance and operations areas of the Telecom facilities,
screening and Telemar customer service stores", rendered by the CONTRACTED
PARTY, provided the respective impact thereof does not result in an annual
reduction of more than [*****] of the revenues posted over the past 12 (twelve)
months by the CONTRACTED PARTY for this product. When such reduction exceeds
[*****], the additional amount will be considered as partial rescission, being
subject to a rescissory fine in such case equivalent to the amount corresponding
to the amount by which the monthly revenues are reduced, multiplied by [*****].
This amount should be calculated without including the [*****] reduction
permitted as described above, taking into consideration only the amount
exceeding the reduction limit allowed for the CONTRACTING PARTY. The fine should
be paid by the CONTRACTING PARTY reducing the services requested from the
CONTRACTED PARTY, both adopting this stance and taking the proportional aspects
of the revenues into consideration.

                                      A-15
<PAGE>

3. 102 -- Directory Enquiries

The annual estimated fee for this service is [*****]

3.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

BILLING: by Minute Spoken

OPERATING HOURS:

102 and 31 Global -- 24 hours X 7 days a week

Disque Turismo Tourism Hotline -- 06:00h. - 12:30h

BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

PRICES PER MINUTE SPOKEN:

<TABLE>
<CAPTION>

                                                     R$                        R$
                                            (first three years of t     (after first three
       Service                      Site          contract)*            years of contract)**
       -------                      ----          ----------            --------------------
<S>                                 <C>     <C>                         <C>
31 Global                            BA            [*****]                    [*****]

Disque Turismo Tourism Hotline       BA            [*****]                    [*****]

                                     BA            [*****]                    [*****]
Directory Enquiries -102
                                     PE            [*****]                    [*****]
</TABLE>

The CONTRACTED PARTY should calculate the price to 3 (three) decimal places.

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from Telemar.

**These amounts are subject to monetary restatement on an annual basis, pursuant
to Clause 8.8 of this Agreement.

                                      A-16
<PAGE>

GENERAL CHARACTERISTICS:

1. SIZING

1.1. Minute Spoken

      1.1.1. For services contracted by Minute Spoken, the CONTRACTED PARTY is
      responsible for the preparation of the forecast:

      A.    The forecast (contact volume - historical series) should be drawn up
            for the next quarter (excluding the current month) on a monthly
            basis, by the Directory Enquiries group.

      B.    The CONTRACTED PARTY should draw up the monthly forecast, which
            should be submitted to the CONTRACTING PARTY for final validation
            and agreement.

      C.    For the purposes of calculating the forecast, the CONTRACTED PARTY
            should take as the Busiest Day (DMM) the figure equal to 4.5% (four
            point five per cent) of the monthly volumes. For the Busiest Day
            percentages above 4.5% (four point five per cent) of the monthly
            volumes, the Regressive Table / Busiest Day (DMM) below should be
            taken into consideration:

<TABLE>
<CAPTION>
        REGRESSIVE TABLE / Busiest Day (DMM)
-------------------------------------------------------
% Busiest Day (DMM)        NEW UNANSWERED HANG-UP CALLS
-------------------        ----------------------------
<S>                        <C>
Zero - 4.5%                            2.00%

4.51 - 4.65%                           5.50%

4.66 - 4.8%                            7.70%

4.81 - 4.95%                           9.42%

4.96% - 5.1%                          11.09%

5.11 - 5.25%                          13.31%

5.26 - 5.41%                          15.97%

Above 5.41%                          Exempt
</TABLE>

                                      A-17
<PAGE>

      D.    For cases where the monthly call traffic exceeds 7% (seven per cent)
            of the traffic as originally forecast, the CONTRACTED PARTY should
            consider the application of the "Regressive Monthly Forecast
            Deviation Table" given below, for billing purposes.

      E.    For cases where the monthly call traffic is below 90% of the traffic
            originally forecast, the CONTRACTED PARTY should consider 90%
            (ninety per cent) of the forecast monthly call traffic, for billing
            purposes.

      Definition of monthly traffic: monthly traffic = total volume of calls x
      TMA/60

                   REGRESSIVE MONTHLY FORECAST DEVIATION TABLE

<TABLE>
<CAPTION>
% Busiest Day (DMM)           NEW UNANSWERED HANG-UP CALLS
<S>                           <C>
        7.00%                             2.00%

        8.00%                             4.00%

        9.00%                             7.00%

       10.00%                            10.00%

       11.00%                            13.00%

       12.00%                            16.00%

       13.00%                            19.00%

       14.00%                            22.00%

       15.00%                            25.00%
</TABLE>

1.1.2. Once the CONTRACTED PARTY is officially notified by the CONTRACTING PARTY
of a foreseen increase in the number of contacts due to advertisements,
campaigns, news items, new regulations and others, the CONTRACTED PARTY will
have 15 (fifteen) days to adapt the rendering of the services to the new
characteristics, notifying the CONTRACTING PARTY of the new conditions to be
applied to the Contact Center services. This period will be required when the
event(s) prompt an increase of more than 7% (seven per cent) of the planned
monthly traffic and / or a concentration of calls higher than 4.5% (four point
five per cent) on the Busiest Day compared to the traffic for the month.

1.1.3. In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the CONTRACTING PARTY, doing its utmost in business terms to
adapt to this request.

                                      A-18
<PAGE>

1.1.4. It is hereby agreed that the CONTRACTED PARTY will be wholly responsible
for drafting the Calls Forecast. The CONTRACTING PARTY will make information
known thereto available to the CONTRACTED PARTY, when causing direct or indirect
impacts on call volumes.

2. BILLING

2.1. Halts in the Operations

      2.1.1. In case of any events that may halt the operations, the causes
      thereof should be identified, in order to establish the appropriate
      responsibilities and liabilities, as follows:

      2.1.2. When the causes are related to personnel management and / or
      maintenance contracts covering the technological facilities, the liability
      will be assigned to the CONTRACTED PARTY, which should issue invoices in
      compliance with the operations effectively carried out.

      2.1.3. When the causes are related to the systems and/ or infrastructure
      and / or lack of investments in technology owned by the CONTRACTING PARTY
      and for which it is responsible, liability will be assigned to the
      CONTRACTING PARTY, which should remunerate the operation, taking the
      following aspects into consideration for billing purposes:

      Services contracted by Minute Spoken: Billing at 93% (ninety-three per
      cent) of the forecast monthly traffic.

2.2. Loss of billing information

      2.2.1. In situations where there is a partial or total loss of billing
      information for a period, once all attempts have been exhausted to recover
      the data, the CONTRACTING PARTY should remunerate the CONTRACTED PARTY,
      replacing the adversely affected period by a similar period calculated on
      the basis of the historical records for the 3 (three) previous months.

2.3. Billing by Minute Spoken

      2.3.1. The billing for the services contracted by Minute Spoken should be
      undertaken on the basis of the following conditions:

            A.    On the 16th (sixteenth) day of the month in which the service
                  is being rendered, the CONTRACTED PARTY will ascertain the
                  Minutes Spoken from the 16th (sixteenth) day of the previous
                  month to the 15th (fifteenth) day of the current month,
                  jointly with the CONTRACTING PARTY, based on the Reports
                  agreed between the Parties, and duly documented;

            B.    Any fines imposed for non-compliance with the Performance
                  Ratings (SLA) should be deducted from this amount, pursuant to
                  Item 5 of this Annex.

      2.3.2. The Minute Spoken is taken as the Total Attendance Time spent by
      the agents in a Group / Specialty for answering the calls, including
      "conversation", "hold" and "post-service".

                                      A-19
<PAGE>

                Minute Spoken =     TMA X Calls Answered
                                ---------------------------
                                             60

3. OPERATIONAL COMMUNICATIONS

      3.1. Within no more than 24 (twenty-four) hours, the CONTRACTED PARTY
      should provide the operators with all operating information forwarded
      through formal notification by the CONTRACTING PARTY.

4. REPORTS

      4.1. The Management and Oversight Reports used as benchmarks should be
      stratified and made available through the website (portal) of the
      CONTRACTING PARTY by the 5th (fifth) business day of each month, except
      the FCL9 Reports.

      4.2. The CONTRACTED PARTY should draw up a report stating the reason for
      not meeting the targets agreed with the CONTRACTING PARTY for any
      indicator listed in the Reports. The CONTRACTED PARTY should give the
      reasons and describe the actions taken, specifying the starting and
      finishing date and the resources involved in each action.

      4.3. Should the service platforms not allow some data to be extracted that
      appear in the Reports for a period, on a contingency basis, these data may
      be obtained on the basis of a reference week, calculated on the basis of
      the average for the 3 (three) previous months.

5. PERFORMANCE RATINGS (SLA)

The CONTRACTED PARTY will size its management and operating structure in
compliance with the technical expertise and quantity criteria as applicable and
in order to endow each location with guarantees and maintenance of the
satisfaction levels required by the CONTRACTING PARTY, as well as complying with
the quality targets and deadlines.

The CONTRACTED PARTY should remedy its performance within no more than 5 (five)
days, should it be rated as below standard. Other than for matters that are the
responsibility of the CONTRACTING PARTY, the CONTRACTED PARTY will undertake the
actions required to maintain the performance parameters, being exempt from any
penalty imposed by the CONTRACTING PARTY.

                                      A-20
<PAGE>

5.1. Definition of the Indicators

<TABLE>
<CAPTION>
INDICATOR               DESCRIPTION AND CALCULATION FORMULA
---------               -----------------------------------
<S>           <C>
              UNANSWERED HANG-UP CALLS (%):

              Percentage of Unanswered Hang-Up Calls as from 11 seconds,
              in each 1/2 hour interval, with
IND.01        the calculation formula being: (A/B) x 100, where: A =
              Number of Unanswered Hang-Up Calls as from 11 seconds and B
              = Total response through personalized services.
</TABLE>

      5.1.2. The indicators defined in this Annex will be reassessed on an
      annual basis or at any time in order to comply with the requirements of
      the CONTRACTING PARTY and / or ANATEL.

      5.1.3. The alteration or introduction of indicators should be notified to
      the CONTRACTED PARTY for assessing the period required to implement the
      necessary measures and the possible impact on the sizing and / or the
      price of the services.

5.2. Fines established on the percentage reached of the performance rating
parameters

      5.2.1. The CONTRACTED PARTY will be assessed on a daily basis for
      analyzing the performance ratings stipulated in Item 5.1 of this Annex.

      5.2.2 Should the CONTRACTED PARTY perform below target, the CONTRACTING
      PARTY will acquire the right to impose a fine in compliance with the
      Tables in Item 5.3, with such fine being deducted from the billing
      corresponding to the period verified for each of the Performance Ratings
      (SLA) (cumulative). On ANATEL metering days, the fines will be calculated
      in compliance with the Tables in Items 5.5.2 and 5.5.3.

      5.2.3. For cases where the CONTRACTING PARTY is solely responsible for the
      drop in the rating, the CONTRACTED PARTY should be reimbursed for the
      fines imposed during the period, provided that occurrences are formally
      recorded in the daily report and attached to the invoice.

5.3. Fine for Unanswered Hang-Up Calls (%)

The fines imposed for the volume of Unanswered Hang-Up Calls (per 1/2 hour), is
described in the calculation below.

                                      A-21
<PAGE>

Calculation Formula

<TABLE>
<CAPTION>
<S>                                       <C>
SERVICE LEVEL I                                    FINE
     < 50%                                Speaking Time X (1.50)

   50% - 70%                              Speaking Time X (1.00)

     > 70%                                Speaking Time X (0.75)
</TABLE>

      5.3.1 On the ANATEL Measuring Days, for the purposes of applying the fine,
      the regulation described in Items 5.5.2 and 5.5.3 of this Annex should be
      followed.

5.4. When performance indicator(s) fall below the threshold 3 (three)
consecutive months and are not rectified after proper notifications, the
CONTRACTING PARTY will have the right to rescind the Contract, in pursuance to
Clause 11 of the Contract.

5.5 Standards established by ANATEL

5.5.1. Definition of Peak Periods (PMMs)

Pursuant to the GENERAL QUALITY TARGETS PLAN, Chapter II, Article 2, Item V, the
Busiest Period for the purposes of checking the indicators is:

Morning:                                              09:00h - 11:00h
Afternoon:                                            14:00h - 16:00h
Night:                                                20:00h - 22:00h

On the ANATEL metering days (DDX), the CONTRACTED PARTY will be assessed in
order to analyze the performance ratings listed in this Annex.

Should the CONTRACTED PARTY perform below target, the CONTRACTING PARTY will
acquire the right to impose a fine as shown in the following Table, with such
fine being deducted from the amount corresponding to the period verified for
each of the Performance Ratings (SLA) (cumulative), except for situations in
which the CONTRACTING PARTY is solely responsible for the drop in the rating,
which should be described in the Occurrence Report forwarded on a daily basis
and attached to the Invoice.

                                      A-22
<PAGE>

<TABLE>
<CAPTION>
WITH PERIODS                      DESCRIPTION AND CALCULATION FORMULA
------------      --------------------------------------------------------------
<S>               <C>
IND.02            SERVICE LEVEL I:

                  Incoming: Percentage of calls arising from personalized
                  services and answered within ten seconds: calculation formula
                  as follows: (A/B) x 100, where A = calls deriving from
                  personalized services and answered within ten seconds, within
                  a 1/2 hour interval, added to the total number of Unanswered
                  Hang-Up Calls within ten seconds, and B = calls deriving from
                  the personalized service within a 1/2 hour interval.

                  SERVICE LEVEL I - FINANCIAL (NS.1F):

                  This is the weighted average of the NS.1 for the 48 x 1/2
                  hours in the day, with periods whose fines have been covered
                  by the CONTRACTING PARTY replaced by the target for each
                  interval ( 1/2 hour).

IND.03            SERVICE LEVEL II:

                  Percentage of calls deriving from personalized service and
                  answered within 35 seconds, with their calculation formula
                  being (A/B) x 100, where A = calls deriving from the
                  personalized service and answered within 35 seconds, within a
                  1/2 hour interval, added to the total number of Unanswered
                  Hang-Up Calls within 35 seconds, and B = total number of calls
                  deriving from the personalized service within a 1/2 hour
                  interval.
</TABLE>

5.5.2 NS.1 (FCL9-10")

<TABLE>
<CAPTION>
      PERIOD              PERFORMANCE         DOWNGRADE      FINE    CHECKED
----------------------  --------------------  ----------  ---------  ----------------
<S>                     <C>                   <C>         <C>        <C>
                        98% in 10"                 -       [*****]

                        97% in 10"                 1%      [*****]

                        96% in 10"                 2%      [*****]

                        95% in 10"                 3%      [*****]

                        94% in 10"                 4%      [*****]

DAILY PMMS   09H - 11H  93% in 10"                 5%      [*****]   Every  1/2 hour.

             14H - 16H  92% in 10"                 6%      [*****]

             20H - 22H  91% in 10"                 7%      [*****]

                        90% in 10"                 8%      [*****]

                        89% in 10"                 9%      [*****]

                        88% in 10"                10%      [*****]

                        Less than 88% in 10"       -
</TABLE>

                                      A-23
<PAGE>

5.5.3 NS.2 (FCL9-35")

<TABLE>
<CAPTION>
       PERIOD               PERFORMANCE       DOWNGRADE     FINE        CHECKED
----------------------  --------------------  ----------  ---------  ---------------
<S>                     <C>                   <C>         <C>        <C>
                        100% within 35"           -        [*****]   Every 1/2 hour.

                        99% within 35"            1%       [*****]

                        98% within 35"            2%       [*****]

                        97% within 35"            3%       [*****]

                        96% within 35"            4%       [*****]

DAILY PMMS  09H - 11H   95% within 35"            5%       [*****]

            14H - 16H    94% within 35"           6%       [*****]

            20H - 22H   93% within 35"            7%       [*****]

                        92% within 35"            8%       [*****]

                        91% within 35"            9%       [*****]

                        90% within 35"           10%       [*****]

                        Less than 90% in 35"      -
</TABLE>

6. HUMAN RESOURCES

6.1. Staff Selection

      6.1.1. The following Table presents the curricular requirements to be
      taken into consideration for the recruitment and selection of candidates
      for the Positions listed in this Table:

<TABLE>
<CAPTION>
                                                                   Information
Services  Position     Education                   Experience      Technology
--------  -----------  -------------   ------------------------   --------------
<S>       <C>          <C>             <C>                        <C>
                                       Information; six
          Operator I   High School     months Customer Services     Windows
                        Diploma        (desirable)                environment

Services  Operator II  High School     6 months Operator I          Windows
                        Diploma        (desirable)                environment

                                       1 year  Supervisor
          Supervisor   Undergraduate   Customer Services             Office
                       (desirable)     (desirable)
</TABLE>

                                      A-24
<PAGE>

6.2. Training

      6.2.1. The CONTRACTED PARTY is responsible for training its staff in
      response and negotiation techniques, as well as transferring all the
      training supplied by the CONTRACTING PARTY.

      6.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
      Agent Training Sessions required to render the services covered by this
      Annex, such as: training sessions focused on the legacy systems, products
      and services required to perform the operating activities, in addition to
      the costs of such training sessions, but with no responsibility for the
      infrastructure that will transfer these activities to the operators.

6.3. Initial Training

      6.3.1. The following Table presents the Modules constituting the
      Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
      The Parties may update the content of these Programs at any time in order
      to adapt them to the requirements of the operations, provided that common
      agreement is reached thereon.

<TABLE>
<CAPTION>
                                             QUALITY
                                  OPERATOR   MONITOR   Supervisor
                                  ---------  --------  ----------
<S>                               <C>        <C>       <C>
BEHAVIOR MODULE

Basic Customer Care
Procedures.                          X          X         X

ORGANIZATION MODULE

Overview of
Telecommunications,
Organizational / Institutional
Aspects Telemar.                     X          X         X

OPERATIONS MODULE

Legacy Systems, Scripts
and Procedures.                      X          X         X

MONITORING MODULE

Monitoring, Recording and
Feedback Procedures.                            X

 ADMINISTRATION AND
LEADERSHIP MODULE / Staff and
Team Management                                           X
</TABLE>

                                      A-25
<PAGE>

      6.3.2. The CONTRACTED PARTY should ensure that the operators begin work
      only after they have completed the Initial Training Module, having
      obtained grades that comply with the pre-defined approval ratings.

6.4. Capacity-building

      6.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
      Sessions on the bases of the following criteria:

<TABLE>
<S>                                 <C>                       <C>
SERVICES GROUP (102)                Monitoring                20 min/month
                                    Training                  120 min/month
</TABLE>

      6.4.2. The CONTRACTED PARTY should plan ahead and assign high priority to
      the Capacity-Building Training Sessions in order to restore satisfactory
      operator service standards, in the cases described below:

            a.    Operators scoring monitoring grades below 85 (eighty five);

            b.    Operators with scores below the acceptable standard stipulated
                  in the Quality Certification process (CEQUAL);

            c.    Unsatisfactory results in the Customer Satisfaction Survey or
                  Operator Performance Quality Monitoring services;

            d.    Results rated as unsatisfactory by ANATEL in terms of Operator
                  conduct;

            e.    Alterations to processes, procedures, business rules and / or
                  technology affecting the operator services.

      6.4.3. Any hypotheses not covered in this document and situations where
      the volume of Training Sessions required exceeds the implementation
      capacity thereof, will be agreed upon by the Parties.

      6.4.4. The duration of the Capacity-Building Training Sessions should
      comply with the provisions in Item 6.4 of this Annex.

      6.4.5. For Capacity-Building purposes, the training times allocated to
      topics and priorities as defined by the Monitoring and Satisfaction
      Surveys Ratings will be taken under consideration, ensuring that the
      duration thereof is assigned to subjects ranked as high priority.

      6.4.6. The Parties should agree on the duration (in hours) of the
      Capacity-Building Training Sessions, required for special responses and
      new services.

      6.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
      compliance with the operator workloads, so that the service standards are
      not adversely affected thereby, necessarily sized to the scale of the
      operator capacity-building and training schedules.

      6.4.8. The CONTRACTED PARTY should forward to the training and
      capacity-building schedule for each site to the CONTRACTING PARTY on a
      monthly basis, with information on

                                      A-26
<PAGE>

      the services covered by the Training Sessions, the number of operators to
      be trained, duration (in hours), and the location of the Training
      Sessions.

      6.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
      Monthly Training Control Report covering the last month and containing
      pertinent information, such as attendance and grades (where applicable).

6.5. Additional Training Sessions

      a. For Training Sessions not covered in Items 6.3 and 6.4, the CONTRACTING
      PARTY should draw up a training schedule for the Multiplicatory Agents,
      lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
      PARTY with advance notice of 2 (two) days prior to the start of the
      Training Sessions. The CONTRACTED PARTY should ensure that its
      Multiplicatory Agents are available, provided that they are not involved
      in other Training Sessions.

      b. The CONTRACTED PARTY should draw up the Operator Training Program with
      the objective of implementing the effective rendering of the services
      within no more than 15 (fifteen) days, as from the end of the
      Multiplicatory Agent Training Sessions.

      c. Should the CONTRACTING PARTY request a Training Plan that requires
      overtime or unforeseen outlays, such outlays will be for the account
      thereof, with such amounts being estimated and agreed among the Parties
      prior to the start of the Training Sessions.

      d. Should the Operator Training Program exceed 10 (ten) days, the
      CONTRACTING PARTY should raw up a training schedule that does not
      adversely affect the Performance Ratings (SLA) of the operations.

7. DURATION

      The services listed in this chart will be supplied for a period of 5
      (five) years and 6 (six) months. On expiry of this period, the supply of
      the services will be automatically renewed for 5 (five) years, unless any
      of the Parties decide otherwise. Should any of the Parties decide not to
      extend the contract, the Party adopting such decision should notify the
      other with advance notice of 180 (one hundred and eighty) days, all as
      stipulated in Item 14.1 of the Services Agreement regulating the business
      relationship in question.

8. REDUCTION OF SERVICE

      The Parties hereby agree that the CONTRACTING PARTIES may reduce one or
      all of the services constituting this product called "102 -- Information",
      rendered by the CONTRACTED PARTY, provided the respective impact thereof
      does not result in an annual reduction of more than [*****] of the
      revenues posted over the past 12 (twelve) months by the CONTRACTED PARTY
      for this product. When such reduction exceeds [*****], the additional
      amount will be considered as partial rescission, being subject to a
      rescissory fine in such case equivalent to the amount corresponding to the
      amount by which the monthly revenues are reduced, multiplied by [*****].
      This amount should be calculated without including the [*****] reduction
      permitted as described above, taking into consideration only the amount
      exceeding the reduction limit allowed for the CONTRACTING PARTY. The fine
      should be paid by the CONTRACTING PARTY reducing the services requested
      from the CONTRACTED PARTY, both adopting this stance and taking the
      proportional aspects of the revenues into consideration.

                                      A-27
<PAGE>

4.104 - Services (Telemar Customer Services)

The annual estimated fee for this service is [*****].

4.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

BILLING: by Minute Spoken (Speaking time)

OPERATING HOURS: 24 hours x 7 days a week

BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

PRICES PER MINUTE SPOKEN:

<TABLE>
<CAPTION>
                                            R$                                       R$
        Site                 (first three years of contract)*     (after first three years of contract)**
------------------------     --------------------------------     ---------------------------------------
<S>                          <C>                                  <C>
CE                                       [*****]                                [*****]

MG                                       [*****]                                [*****]

RJ                                       [*****]                                [*****]

Advanced Screening - MG                  [*****]                                [*****]

Advanced Screening - RJ                  [*****]                                [*****]

Advanced Screening - CE                  [*****]                                [*****]
</TABLE>

The CONTRACTED PARTY should calculate the price to 3 (three) decimal places.

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from Telemar.

**These amounts are subject to monetary restatement on an annual basis, pursuant
to Clause 8.8 of this Agreement.

                                      A-28
<PAGE>

GENERAL CHARACTERISTICS

1. SIZING

1.1. Minute Spoken

      1.1.1. For services contracted by Minute Spoken, the CONTRACTED PARTY is
      responsible for the preparation of the forecast:

      A.    The forecast (contact volume - historical series) should be drawn up
            for the next quarter (excluding the current month) on a monthly
            basis, by the Services group.

      B.    The CONTRACTED PARTY should draw up the monthly forecast, which
            should be submitted to the CONTRACTING PARTY for final validation
            and agreement.

      C.    For the purposes of calculating the forecast, the CONTRACTED PARTY
            should take as the Busiest Day (DMM), no more than 4.8% (four point
            eight per cent) for CE and MG, and no more than 5.0% (five per cent)
            for RJ, of the monthly volumes. For Busiest Day (DMM) percentages
            for monthly volumes higher than those mentioned above, the
            Regressive Table (DMM) presented below should be used for each Site,
            as shown below:

                          REGRESSIVE TABLE FOR CE & MG
                               Busiest Day (DMM)

<TABLE>
<CAPTION>
   % Busiest Day (DMM)            NEW UNANSWERED HANG-UP CALLS
<S>                               <C>
Zero - 4.8%                                   2.00%

4.61 - 4.95%                                  5.50%

4.96 - 5.1%                                   7.70%

5.11 - 5.25%                                  9.24%

5.26% - 5.4%                                 11.09%

5.41 - 5.55%                                 13.31%

5.56 - 5.71%                                 15.97%

Above 5.71%                                  Exempt
</TABLE>

                                      A-29
<PAGE>

                             REGRESSIVE TABLE FOR RJ
                                Busiest Day (DMM)

<TABLE>
<CAPTION>
                                  NEW UNANSWERED HANG-UP CALLS
                                  ----------------------------
<S>                               <C>
Zero - 5.0%                                 2.00%

5.01 - 5.15%                                5.50%

5.16 - 5.3%                                 7.70%

5.31 - 5.45%                                9.24%

5.46% - 5.6%                                11.09%

5.61 - 5.75%                                13.31%

5.76 - 5.91%                                15.97%

Above 5.91%                                 Exempt
</TABLE>

      D.    For cases where the monthly call traffic exceeds 7% (seven per cent)
            of the traffic as originally forecast, the CONTRACTED PARTY should
            consider the application of the "Regressive Monthly Forecast
            Deviation Table" given below, for billing purposes.

      E.    For cases where the monthly call traffic is below 90% of the traffic
            originally forecast, the CONTRACTED PARTY should consider 90%
            (ninety per cent) of the forecast monthly call traffic, for billing
            purposes.

      Definition of monthly traffic: Total volume of calls x TMA/60

                  REGRESSIVE MONTHLY FORECAST DEVIATION TABLE

<TABLE>
<CAPTION>
  % Busiest Day (DMM)                    NEW UNANSWERED HANG-UP CALLS
--------------------                     ----------------------------
<S>                                      <C>
         7.00%                                      2.00%

         8.00%                                      4.00%

         9.00%                                      7.00%

         10.00%                                     10.00%

         11.00%                                     13.00%

         12.00%                                     16.00%

         13.00%                                     19.00%
</TABLE>

                                      A-30
<PAGE>

<TABLE>
<S>                                        <C>
14.00%                                     22.00%

15.00%                                     25.00%
</TABLE>

1.1.2. With the CONTRACTED PARTY notified by the CONTRACTING PARTY of a foreseen
increase in the number of contacts due to advertisements, campaigns, news items,
new regulations and others, the CONTRACTED PARTY will have 45 (forty five) days
to adapt the rendering of the services to the new characteristics, notifying the
CONTRACTING PARTY of the new conditions to be applied to the Contact Center
services. This period will be required when the event(s) prompt an increase of
more than 7% (seven per cent) of the planned monthly traffic and / or a
concentration of calls higher than 4.8% (four point eight per cent) on the
Busiest Day for CE and MG and 5% (five per cent) on the Busiest Day for RJ
compared to the traffic for the month.

1.1.3. In the case outlined above, should it not be possible to comply promptly
with the period, the CONTRACTED PARTY will request an additional period in order
to meet the needs of the CONTRACTING PARTY, doing its utmost in business terms
to adapt to the request issued by the latter.

1.1.4. It is hereby agreed that as from 2004, the CONTRACTED PARTY will be
wholly responsible for drafting the calls forecast. The CONTRACTING PARTY will
make information known thereto available to the CONTRACTED PARTY that causes
direct or indirect impact on the calls volume.

The following list presents but does not exhaust the main information required
for preparing the calls forecast:

      A. Media Campaign

      B. Expansion of the Subscriber Base

      C. Increase in Calls

      D. Modifications to the Billing Cycle

      E. Modifications to the Bills Layout

      F. Introduction of New Services

      G. Increase in Tariffs

      H. Network Maintenance / Modernization Plans

      I. Increase in the faults / repairs rate x terminal in service

      J. Installation or removal of the Audible Response Unit (ARU) function.

Additionally, the Parties may identify new points at any time causing an impact
on the calls forecast, which should be promptly notified.

                                      A-31
<PAGE>
  The absence of such information or situations constituting Act of God or Force
  Majeure will exempt the CONTRACTED PARTY from penalties stipulated for
  rendering services related to the calls forecast.

  1.1.5 The CONTRACTING PARTY should regularly make the posting schedule
  available by region and notify the CONTRACTED PARTY of alterations to the
  postage dates at least 2 (two) business days in advance for postponement and 4
  (four) business days when the posting is brought forward.

2.  Billing

2.1 Halts in the Operations

      2.1.1 In case of any events that may halt the operations, the causes
      thereof should be identified, in order to establish the appropriate
      responsibilities and liabilities, as follows:

      2.1.2 When the causes are related to personnel management and / or
      maintenance contracts covering the technological facilities, the liability
      will be assigned to the CONTRACTED PARTY, which should issue invoices in
      compliance with the operations effectively carried out.

      2.1.3 When the causes are related to the systems and / or infrastructure
      under the responsibility of the CONTRACTING PARTY, then it should
      remunerate the operation, considered for billing purposes:

      Services contracted by Minute Spoken: Billing at 93% (ninety per cent) of
      the forecast monthly traffic;

2.2 Loss of billing information

      2.2.1 In situations where there is a partial or total loss of billing
      information for a period, once all attempts have been exhausted to recover
      the information, the CONTRACTING PARTY should remunerate the CONTRACTED
      PARTY, replacing the adversely affected period by a similar period
      calculated on the basis of the historical records for the 3 (three)
      previous months.

2.3 Billing per Minute Spoken

      2.3.1 The billing for the services contracted by Minute Spoken should be
      undertaken on the basis of the following conditions:

            A.    On the 16th (sixteenth) day of the month in which the service
                  is rendered, the CONTRACTED PARTY will verify the Minutes
                  Spoken from the 16th (sixteenth) day of the previous month to
                  the 15th (fifteenth) day of the current month, jointly with
                  the CONTRACTING PARTY, based on the Reports agreed between the
                  Parties, and duly documented.

            B.    Any fines imposed for non-compliance with the Performance
                  Ratings (SLA) will be deducted from this amount, pursuant to
                  Item 5 of this Annex.

                                      A-32
<PAGE>

      2.3.2. The Minute Spoken is taken to be the Total Attendance Time spent by
      the agents in a Group / Specialty to answer the calls, including
      "Conversation", "Hold" and "Post-Service".

Minute Spoken =    TMA X Calls Answered
                   --------------------
                            60

3. OPERATIONAL COMMUNICATIONS

      3.1. Within no more than 24 (twenty-four) hours, the CONTRACTED PARTY
      should provide the operators with all operating information forwarded
      through formal notification by the CONTRACTING PARTY.

4. REPORTS

      4.1. The Management and Oversight Reports used as benchmarks should be
      stratified and made available through the website (portal) of the
      CONTRACTING PARTY by the 5th (fifth) business day of each month, except
      the FCL9 Reports.

      4.2. The CONTRACTED PARTY should draw up a report stating the reason for
      not meeting the targets agreed with the CONTRACTING PARTY for any
      indicator listed in the Reports. The CONTRACTED PARTY should give the
      reasons and describe the actions taken, specifying the starting and
      finishing date and the resources involved in each action.

      4.3. Should the service platforms not allow some data to be extracted that
      appear in the Reports for a period, on a contingency basis, these data may
      be obtained on the basis of a reference week, calculated on the basis of
      the average for the 3 (three) previous months.

5. PERFORMANCE RATINGS (SLA)

The CONTRACTED PARTY will size its management and operating structure in
compliance with the technical expertise and quantity criteria as applicable and
in order to endow each location with guarantees and maintenance of the
satisfaction levels required by the CONTRACTING PARTY, as well as complying with
the quality targets and deadlines.

The CONTRACTED PARTY should remedy its performance within no more than 5 (five)
days, should it be rated as below standard. Other than for matters that are the
responsibility of the CONTRACTING PARTY, the CONTRACTED PARTY will undertake the
actions required to maintain the performance parameters, being exempt from any
penalty imposed by the CONTRACTING PARTY.

                                      A-33
<PAGE>

5.1. Definition of the Indicators

<TABLE>
<CAPTION>
 INDICATOR                 DESCRIPTION AND CALCULATION FORMULA
-----------       --------------------------------------------------------------
<S>               <C>
                  UNANSWERED HANG-UP CALLS (%):

                  Percentage of Unanswered Hang-Up Calls after

IND.01            11 seconds, in each 1/2 hour interval, with the calculation
                  formula being: (A/B) x 100, where: A = Number of Unanswered
                  Hang-Up Calls as from 11 seconds and B = Total response
                  through personalized services.
</TABLE>

      5.1.2. The indicators defined in this Annex will be reassessed on an
      annual basis or at any time in order to comply with the requirements of
      the CONTRACTING PARTY and / or ANATEL.

      5.1.3. The alteration or introduction of indicators should be notified to
      the CONTRACTED PARTY for assessing the period required to implement the
      necessary measures and the possible impact on the sizing and / or the
      price of the services.

5.2. Fines established on the percentage reached of the performance rating
parameters

      5.2.1. The CONTRACTED PARTY will be assessed on a daily basis for
      analyzing the performance ratings stipulated in Item 5.1 of this Annex.

      5.2.2 Should the CONTRACTED PARTY perform below target, the CONTRACTING
      PARTY will acquire the right to impose a fine in compliance with the
      Tables in Item 5.3, with such fine being deducted from the billing
      corresponding to the period verified for each of the Performance Ratings
      (SLA) (cumulative). On ANATEL metering days, the fines will be calculated
      in compliance with the Tables in Items 5.5.2 and 5.5.3.

      5.2.3. For cases where the CONTRACTING PARTY is solely responsible for the
      drop in the rating, the CONTRACTED PARTY should be reimbursed for the
      fines imposed during the period, provided that such occurrences are
      formally recorded in the daily report and attached to the invoice.

      5.2.4. In case of any alterations to the posting date not in compliance
      with the periods stipulated in Item 1.1.5, the CONTRACTED PARTY should
      quash all fines for all periods on the day of the occurrence.

5.3. Fines for Unanswered Hang-Up Calls (%)

The fines imposed for the volume of Unanswered Hang-Up Calls (per 1/2 hour), is
described in the calculation below.

                                      A-34
<PAGE>

Calculation Formula

<TABLE>
<CAPTION>
SERVICE LEVEL I                           AMOUNT OF FINE (R$)
<S>                                     <C>
     < 50%                              Speaking Time X [*****]

   50% - 70%                            Speaking Time X [*****]

     > 70%                              Speaking Time X [*****]
</TABLE>

      5.3.1 On the ANATEL Measuring Days, for the purposes of applying the fine,
      the regulation described in Items 5.6.2 and 5.6.3 of this Annex should be
      followed.

5.4. When performance indicator(s) fall below the threshold 3 (three)
consecutive months and are not rectified after proper notification, the
CONTRACTING PARTY will have the right to rescind the Contract, in pursuance to
Clause 11 of the Agreement.

5.5 Standards established by ANATEL

5.5.1. Definition of Peak Periods (PMMs)

Pursuant to the GENERAL QUALITY TARGETS PLAN, Chapter II, Article 2, Item V, the
Busiest Period for the purposes of checking the indicators is:

Morning:                                              09:00h - 11:00h
Afternoon:                                            14:00h - 16:00h
Night:                                                20:00h - 22:00h

On the ANATEL metering days (DDX), the CONTRACTED PARTY will be assessed in
order to analyze the performance ratings listed in this Annex.

Should the CONTRACTED PARTY perform below target, the CONTRACTING PARTY will
acquire the right to impose a fine as shown in the following Table, with such
fine being deducted from the amount corresponding to the period verified for
each of the Performance Ratings (SLA) (cumulative), except for situations in
which the CONTRACTING PARTY is solely responsible for the drop in the rating,
which should be described in the Occurrence Report forwarded on a daily basis
and attached to the Invoice.

                                      A-35
<PAGE>

<TABLE>
<CAPTION>
INDICATOR           DESCRIPTION AND CALCULATION FORMULA
------------      --------------------------------------------------------------
<S>               <C>
IND.02            SERVICE LEVEL I:

                  Incoming: Percentage of calls arising from personalized
                  services and answered within ten seconds: calculation formula
                  as follows: (A/B) x 100, where A = calls deriving from
                  personalized services and answered within ten seconds, within
                  a 1/2 hour interval, added to the total number of Unanswered
                  Hang-Up Calls within ten seconds, and B = calls deriving from
                  the personalized service within a 1/2 hour interval.

                  SERVICE LEVEL I - FINANCIAL (NS.1F):

                  This is the weighted average of the NS.1 for the 48 x 1/2
                  hours in the day, with periods whose fines have been covered
                  by the CONTRACTING PARTY replaced by the target for each
                  interval ( 1/2 hour).

IND.03            SERVICE LEVEL II:

                  Percentage of calls deriving from personalized service and
                  answered within 35 seconds, with their calculation formula
                  being (A/B) x 100, where A = calls deriving from the
                  personalized service and answered within 35 seconds, within a
                  1/2 hour interval, added to the total number of Unanswered
                  Hang-Up Calls within 35 seconds, and B = total number of calls
                  deriving from the personalized service within a 1/2 hour
                  interval.
</TABLE>

5.5.2 NS.1 (FCL9-10")

<TABLE>
<CAPTION>

   PERIOD              PERFORMANCE            DEGRADATION     FINE        CHECKED
---------------------  --------------------  ------------  -----------  ---------------
<S>                    <C>                   <C>           <C>          <C>
                       98% within 10"               -         [*****]

                       97% within 10"              1%         [*****]

                       96% within 10"              2%         [*****]

DAILY PMM  09H - 11H   95% within 10"              3%         [*****]

           14H - 16H   94% within 10"              4%         [*****]   Every  1/2 hour

           20H - 22H   93% within 10"              5%         [*****]

                       92% within 10"              6%         [*****]

                       91% within 10"              7%         [*****]

                       90% within 10"              8%         [*****]

                       89% within 10"              9%         [*****]

                       88% within 10"              10%        [*****]

                       Below 88% within 10"         -
</TABLE>

                                      A-36
<PAGE>

5.5.3             NS.2 (FCL9-35")

<TABLE>
<CAPTION>

      PERIOD             PERFORMANCE         DEGRADATION     FINE          CHECKED
---------------------  --------------------  ------------  -----------  ---------------
<S>                    <C>                   <C>           <C>          <C>
                       100% within 35"             -        [*****]

                       99% within 35"             1%        [*****]

                       98% within 35"             2%        [*****]

                       97% within 35"             3%        [*****]

                       96% within 35"             4%        [*****]

          09H - 11H    95% within 35"             5%        [*****]     Every 1/2 hour.

DAILY PMM 14H - 16H    94% within 35"             6%        [*****]

          20H - 22H    93% within 35"             7%        [*****]

                       92% within 35"             8%        [*****]

                       91% within 35"             9%        [*****]

                       90% within 35"             10%       [*****]

                       Below 90% within 35"        -
</TABLE>

6. HUMAN RESOURCES

6.1. Staff Selection

      6.1.1. The following Table presents the curricular requirements to be
      taken into consideration for the recruitment and selection of candidates
      for the Positions listed in this Table:

<TABLE>
<CAPTION>
Services         Position     Education         Experience        Information Technology
--------------  ------------  -------------  -------------------  ----------------------
<S>             <C>           <C>            <C>                  <C>
                                             Information; six
Services        Operator I     High School   months Customer        Windows environment
                                 Diploma     Service

                                             (desirable)

                Operator II    High School   6 months Operator I    Windows environment
                                 Diploma     (desirable)

                                             1 year  Supervisor
                Supervisor    Undergraduate  Customer Service             Office
                               (desirable)   (desirable)

</TABLE>

                                      A-37
<PAGE>

6.2. Training

      6.2.1. The CONTRACTED PARTY is responsible for training its staff in
      response and negotiation techniques, as well as transferring all the
      training supplied by the CONTRACTING PARTY.

      6.2.2. The CONTRACTING PARTY will be responsible for the multiplicatory
      agent training sessions required to render the services covered by this
      Annex, such as: training sessions focused on the legacy systems, products
      and services required to perform the operating activities, in addition to
      the costs of such training sessions, but with no responsibility for the
      infrastructure that will transfer these activities to the operators.

6.3. Initial Training

      6.3.1. The following Table presents the Modules constituting the
      Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
      The Parties may update the content of these Programs at any time in order
      to adapt them to the requirements of the operations, provided that common
      agreement is reached thereon.

<TABLE>
<CAPTION>
                                     OPERATOR    QUALITY MONITOR    SUPERVISOR
                                    ----------   ---------------    ------------
<S>                                 <C>          <C>                <C>
BEHAVIOR MODULE

Basic Customer Care
Procedures.                              X             X                  X

ORGANIZATION MODULE

Overview of Telecommunications,
Organizational / Institutional
Aspects Telemar.                         X             X                  X

OPERATIONS MODULE

Legacy Systems, Scripts and
Procedures.                              X             X                  X

MONITORING MODULE

Monitoring, Recording and
Feedback Procedures.                                   X

ADMINISTRATION AND
LEADERSHIP MODULE / Staff and
Team Management                                                           X
</TABLE>

                                      A-38
<PAGE>

6.3.2. The CONTRACTED PARTY should ensure that the operators begin work only
after they have completed the Initial Training Module, having obtained grades
that comply with the pre-defined approval ratings.

6.4.  Capacity-building

      6.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
      Sessions, based on the following criteria:

<TABLE>
<S>                             <C>                        <C>
SERVICES GROUP (104)            Monitoring                 20 min/month
                                Training                   360 min/month
</TABLE>

      6.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
      Capacity-Building Training Sessions in order to restore satisfactory
      operator service standards, as described below:

            a.    Operators scoring monitoring grades below 85 (eighty five);

            b.    Operators with scores below the acceptable standard stipulated
                  in the Quality Certification process (CEQUAL);

            c.    Unsatisfactory results in the Customer Satisfaction Survey or
                  Operator Performance Quality Monitoring services;

            d.    Results rated as unsatisfactory by ANATEL in terms of Operator
                  conduct;

            e.    Alterations to processes, procedures, business rules and / or
                  technology that affect the operator services.

      6.4.3. Any hypotheses not covered in this document and situations where
      the volume of Training Sessions required exceeds the implementation
      capacity thereof, will be agreed upon by the Parties.

      6.4.4. The duration of the Capacity-Building Training Sessions should
      comply with the Table in Item 6.4.1 of this Annex.

      6.4.5. For Capacity-Building purposes, the training times allocated to
      topics and priorities as defined by the Monitoring and Satisfaction
      Surveys Ratings will be taken under consideration, ensuring that the
      duration thereof is assigned to subjects ranked as high priority.

      6.4.6. The Parties should agree on the duration (in hours) of the
      Capacity-Building Training Sessions, required for special responses:
      Micro-Enterprises, Diamond, Velox, DVI and new services.

                                      A-39
<PAGE>

      6.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
      compliance with the operator workloads, so that the service standards are
      not adversely affected thereby, necessarily sized to the scale of the
      operator capacity-building and training schedules.

      6.4.8. The CONTRACTED PARTY should forward to the training and
      capacity-building schedule for each site to the CONTRACTING PARTY on a
      monthly basis, with information on the services covered by the Training
      Sessions, the number of operators to be trained, duration (in hours), and
      the location of the Training Sessions.

      6.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
      Monthly Training Control Report covering the last month and containing
      pertinent information, such as attendance and grades (where applicable).

6.5. Additional Training Sessions

      a. For Training Sessions not covered in Items 6.3 and 6.4, the CONTRACTING
      PARTY should draw up a training schedule for the Multiplicatory Agents,
      lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
      PARTY with advance notice of 2 (two) days prior to the start of the
      Training Sessions. The CONTRACTED PARTY should ensure that its
      Multiplicatory Agents are available, provided that they are not involved
      in other Training Sessions.

      b. The CONTRACTED PARTY should draw up the Operator Training Program with
      the objective of implementing the effective rendering of the services
      within no more than 15 (fifteen) days, as from the end of the
      Multiplicatory Agent Training Sessions.

      c. Should the CONTRACTING PARTY request a Training Plan that requires
      overtime or unforeseen outlays, such outlays will be for the account
      thereof, with such amounts being estimated and agreed among the Parties
      prior to the start of the Training Sessions.

      d. Should the Operator Training Program exceed 10 (ten) days, the
      CONTRACTING PARTY should draw up a training schedule that does not
      adversely affect the Performance Ratings (SLA) of the operations.

7. DURATION

The services listed in this chart will be supplied for a period of 06 (six)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

8. REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "104 -- Services", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the

                                      A-40
<PAGE>

revenues posted over the past 12 (twelve) months by the CONTRACTED PARTY for
this product. When such reduction exceeds [*****], the additional amount will be
considered as partial rescission, being subject to a rescissory fine in such
case equivalent to the amount corresponding to the amount by which the monthly
revenues are reduced, multiplied by [*****]. This amount should be calculated
without including the [*****] reduction permitted as described above, taking
into consideration only the amount exceeding the reduction limit allowed for the
CONTRACTING PARTY. The fine should be paid by the CONTRACTING PARTY reducing the
services requested from the CONTRACTED PARTY, both adopting this stance and
taking the proportional aspects of the revenues into consideration.

                                      A-41
<PAGE>

5. Credit Recovery Unit -- Telemar

The annual estimated fee for this service is [*****]

5.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)

BILLING

Retail: Variable Remuneration

Specialized Collection: Full Attendance Position (PA)

OPERATING HOURS

<TABLE>
<CAPTION>
                Service                                                    Operating Hours
------------------------------------------               -----------------------------------------------------
<S>                                                      <C>
Retail -- Tele-Collections                               Defined by the CONTRACTED PARTY, in compliance with
                                                         the business strategy
Retail -- Voice Message

Specialized Collection --  Tele-Collections              08:00h -- 17:42h -- Monday -- Friday
</TABLE>

<TABLE>
<CAPTION>
                 Service                              Site                          Amount (R$)
------------------------------------------            ----            ----------------------------------------
<S>                                                   <C>             <C>
                                                       CE                           [*****]

Specialized Collection -  Tele-Collections             MG                           [*****]

Retail Back Office - Settlement in Installments        CE                           [*****]
- Terminals Removed

                                                       MG

Retail - Tele-Collections                              CE             Variable Remuneration (Item 4)
</TABLE>

GENERAL CHARACTERISTICS:

                                      A-42

<PAGE>

1.    PURPOSE

      1.1. To recover credits from Telemar customers in default by rendering
      services through the Call Center and Voice Message channels, duly defined
      in this document.

2.    SCOPE OF SERVICE

      2.1.  Segmentation of the Operations:

            2.1.1. Retail:

                  -     Unpaid bills, with no settlement through installments
                        included, issued by the Retail Business Unit in arrears
                        >= 10 and <= 90 days, with a debt >= R$ 25.00.

                  -     Unpaid bills, with no settlement through installments
                        included, issued by the Retail Business Unit in arrears
                        >= 10 and <= 90 days, with a CPF/CNPJ Tax No. debt <= R$
                        2,999.99.

                  -     Unpaid bills, with no settlement through installments
                        included, issued by the Retail Business Unit in arrears
                        >= 2 and <= 35 days, with a CPF/CNPJ Tax No. debt <= R$
                        2,999.99.

                  -     Settlement through Installments for customers of the
                        Retail Business Unit and CPF/CNPJ Tax No. Corporate
                        Business Unit <= R$ 2,999.99 that are removed.

            2.1.2. Specialized Collections:

                  -     Terminals in arrears of Corporate Business Unit with
                        bills >= 30 and <= 180 days in arrears and total debt x
                        CPF/CNPJ Tax No. >= R$ 3,000.00.

            2.1.3. Both of these operations cover all the branches of the
                   CONTRACTING PARTY.

      2.2.  Strategy:

            2.2.1. Retail: All administration should be handled by the
                   CONTRACTED PARTY.

                   -     All alterations in the strategy will be advised with 24
                         (twenty-four) hours notice to the CONTRACTING PARTY.

            2.2.2. Specialized Collections: All administration should be handled
                   by the CONTRACTED PARTY and notified to the CONTRACTING
                   PARTY.

                   -     All alterations in the strategy will be advised with 24
                         (twenty-four) hours notice to the CONTRACTED PARTY.

                                      A-43

<PAGE>

3.    INLOADS AND OUTLOADS

      3.1.  On Friday every week, the CONTRACTING PARTY should forward 100% of
            the additional overdue bills to the CONTRACTED PARTY (additional to
            the last inload batch), pursuant to the criteria in Items 2.1.1 and
            2.1.2, which may not exceed the days in arrears as specified below:

                  -     Retail Operation: Bills >= 10 and <= 16 days in arrears
                        and bills with settlements through installments included
                        >= 2 and <= 9 days in arrears.

                  -     Specialized Collection Operation: Bills >=30 and <=36
                        days in arrears.

            3.1.1. The CONTRACTING PARTY should forward the inload data promptly
                   at the scheduled time, as specified below:

                        -     BA and MG Regional Offices: Every Saturday by
                              midday.

                        -     Rio de Janeiro Regional Office: every Saturday by
                              17:00 hours.

                        -     CE and PE Regional Offices: Every Sunday by
                              midday.

      3.2.  Every day, the CONTRACTING PARTY should forward 100% of the
            additional outload bills to the CONTRACTED PARTY (additional to the
            last outload batch) for reasons of payment and other motives.

            3.2.1. The CONTRACTING PARTY should forward the outload data
                   strictly on schedule, as specified below:

                        -     BA, MG, RJ, CE and PE Regional Offices: Tuesday -
                              Saturday inclusive by 08:00 hours

            3.2.2. The CONTRACTED PARTY will automatically outload all bills for
                   a terminal due to expiry of period, under the following
                   conditions:

                  -     Most recent bill for the terminal under the Retail
                        Business Unit and in arrears >= 101 days.

                  -     Most recent bill for the terminal under the Corporate
                        Business Unit, CPF/CNPJ Tax No. <=R$ 2,999.99 and in
                        arrears >=101 days.

                  -     Most recent bill for the terminal under the Corporate
                        Business Unit, CPF/CNPJ Tax No. >=R$ 3,000.00 and in
                        arrears >=195 days.

                  -     Bill including settlement through installments in
                        arrears >=46 days and the most recent bill for the
                        terminal in arrears >=46 days.

                                      A-44

<PAGE>

      3.3.  Any alteration to the inload and outload processes will be subject
            to prior analysis by the CONTRACTED PARTY in order to assess its
            impacts and determine the deadlines and costs thereof.

4.    BILLING

      4.1.  Variable Remuneration Calculation Model

            4.1.1. Retail: The variable remuneration calculation takes place
                   through weighting the following variables:

              4.1.1.1. Reversal of Billing Harvest:

                  -     The Billing Harvest is defined as the set of all overdue
                        bills, as specified in Items 2.1.1 and 3.0, forwarded by
                        the CONTRACTING PARTY and inloaded by the CONTRACTED
                        PARTY, whose due dates refer to a specific billing month
                        of the CONTRACTING PARTY.

                  -     The CONTRACTING PARTY will remunerate the CONTRACTED
                        PARTY at 0.94% (zero point nine four per cent) of the
                        amounts recovered on the bills forwarded by the
                        CONTRACTING PARTY for collection by the CONTRACTED
                        PARTY.

                  -     The annual target set for the CONTRACTED PARTY is 88.0%
                        (eighty eight per cent) of the reversal of the bills
                        paid up to 90 (ninety) consecutive days in arrears on
                        the amount to be collected through the Billing Harvest
                        (called the "roll-over fee"). This percentage is broken
                        out each month as agreed between the Parties. Depending
                        on the collections performance in terms of this target
                        for the "roll-over fee" (88.0%), the remuneration of the
                        CONTRACTED PARTY will increase or decrease as described
                        below:

                                The CONTRACTING PARTY will pay additional
                                remuneration consisting of 0.25% (zero point two
                                five per cent) for each 0.88% (zero point eight
                                eight per cent) over the percentage target of
                                the "roll-over fee" agreed to between the
                                Parties (88.0%). The same will occur for the
                                remuneration reduction indicator, using a
                                percentage of 0.08% (zero point zero eight per
                                cent) for each 0.88% (zero point eight eight per
                                cent) that the CONTRACTED PARTY performs below
                                target (88.0%).

                  -     There is also a step-up or step-down for the basic
                        monthly amount of the Billing Harvest of R$ 420 million
                        (four hundred and twenty million Reais) in collections.
                        For a variation of more than 1% (one per cent) of this
                        volume, 0.025% (zero point zero two five per cent) will
                        be added to the basic remuneration rate. For a variation
                        in volumes of less than 1% (one per cent), the basic
                        remuneration rate will be reduced by 0.025% (zero point
                        zero two five per cent). The threshold for the Billing
                        Harvest value is R$ 400 million (four hundred million
                        Reais), with no remuneration reduction index above this
                        volume.

                                      A-45

<PAGE>

              4.1.1.2. Cancellation of Terminals:

                  -     Monthly terminals removed target as agreed periodically
                        among the Parties.

                  -     Bonus of R$ 10.00 for each terminal not cancelled (over
                        target), with the maximum bonus level being 10% (ten per
                        cent) above target.

                  -     Penalty of R$ 5.00 (five Reais) for each terminal
                        cancelled above target, with the penalty ceiling being
                        15% (fifteen per cent) above target.

                  -     Only terminals with open service orders for removal will
                        be taken under consideration for cancellation, other
                        than those removed due to failure to pay the connection
                        fees and for total cut-off due to non-payment (BPI).

              4.1.1.3. Settlement through Installments:

                  -     The CONTRACTING PARTY will pay the CONTRACTED PARTY the
                        amount of R$ 4,730.00 x Attendance Positions (PA) /
                        month (CE SITE value) for handling settlements through
                        installment for terminals removed.

      4.1.2. Specialized Collections: The calculation of the payment per
             Attendance Position (PA) is undertaken as follows:

      -     N degrees of Attendance Positions (PAs) / Site X Attendance Position
            (PA) Value (according to the Table in this Annex)

4.2.  Calculation Periods:

      4.2.1. Retail:

      -     The CONTRACTED PARTY and the CONTRACTING PARTY will check the
            Billing Harvest recovery rates for the last 3 (three) complete
            months by the 15th (fifteenth) day of each month, using the Billing
            Harvest Report as a checking tool, as agreed by the Parties, and
            applying the rules specified in Item 4.1.1.

      -     The Parties hereby agree that billing for the remuneration on
            Terminal Cancellation is based on the outcome of the calculations
            covering the first to the final day of the previous month.

      -     In case of total or partial loss of data on some variable, after
            making every attempt to recover the information, the CONTRACTING
            PARTY will remunerate the CONTRACTED PARTY by substituting the data
            for the adversely affected period through an average indicator for
            the past three months.

                                      A-46

<PAGE>

      4.2.2. Specialized Collections:

      -     The Parties agree that metering the number of Attendance Positions
            (PAs) for billing these operations will run from the 16th
            (sixteenth) day of the previous month through to the 15th
            (fifteenth) day of the current month.

      4.2.3. Any Other Services categorized as Recovery of Retail Credit that
             may need to be contracted by the CONTRACTING PARTY or offered by
             the CONTRACTED PARTY will be added to this Annex as an Amendment
             hereto, having been discussed in a specific Forum.

5.    HUMAN RESOURCES

5.1.  Staff Selection

            5.1.1. The following Table presents the curricular requirements to
            be taken into consideration for the recruitment and selection of
            candidates for the Positions listed in this Table:

5.2.  Training

            5.2.1. The CONTRACTED PARTY is responsible for training its staff in
            response and negotiation techniques, as well as transferring all the
            training supplied by the CONTRACTING

            5.2.2. The CONTRACTING PARTY will be responsible for the
            Multiplicatory Agent Training Sessions required to render the
            services covered by this Annex, such as: training sessions focused
            on the legacy systems, products and services required to perform the
            operating infrastructure that will transfer these activities to the
            operators.

5.3. Initial Training

            5.3.1. The following Table presents the Modules constituting the
            Capacity-Building Program for new employees hired by the CONTRACTED
            PARTY. The Parties may update the content of these Programs at any
            time in order to adapt them to the requirements of the operations,
            provided that common agreement is reached thereon.

                                      A-47

<PAGE>

<TABLE>
<CAPTION>
                                                 OPERATOR           QUALITY MONITOR         SUPERVISOR
<S>                                              <C>                <C>                     <C>
BEHAVIOR MODULE

Basic Customer Care Procedures.                      X                      X                    X

ORGANIZATION MODULE

Overview of Telecommunications,                      X                      X                    X
Organizational / Institutional Aspects
Telemar.

OPERATIONS MODULE

Legacy Systems, Scripts and Procedures.              X                      X                    X

MONITORING MODULE

Monitoring, Recording and Feedback                                         X
Procedures.

ADMINISTRATION AND LEADERSHIP MODULE /                                                           X
Staff and Team Management
</TABLE>

      5.3.2. The CONTRACTED PARTY should ensure that the operators begin work
      only after they have completed the Initial Training Module, having
      obtained grades that comply with the pre-defined approval ratings.

5.4.  Capacity-building

      5.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
      Sessions on the bases of the following criteria:

<TABLE>
<S>                               <C>                           <C>
GROUP UP                          Monitoring                     20 min/ month
                                   Training                     360 min/ month
</TABLE>

                                      A-48

<PAGE>

      5.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
      Capacity-Building Training Sessions in order to restore satisfactory
      operator service standards, as described below:

            a. Operators scoring monitoring grades below 85 (eighty five);

            b. Operators with scores below the acceptable standard stipulated in
            the Quality Certification process (CEQUAL);

            c. Unsatisfactory results in the Customer Satisfaction Survey or
            Operator Performance Quality Monitoring services;

            d. Results rated as unsatisfactory by ANATEL in terms of Operator
            conduct;

            e. Alterations to processes, procedures, business rules and / or
            technology that affect the operator services.

      5.4.3. Any hypotheses not covered in this document and situations where
      the volume of Training Sessions required exceeds the implementation
      capacity thereof, will be agreed upon by the Parties.

      5.4.4. The duration of the Capacity-Building Training Sessions should
      comply with the provisions in Item 4.4 of this Annex.

      5.4.5. For Capacity-Building purposes, the training times allocated to
      topics and priorities as defined by the Monitoring and Satisfaction
      Surveys Ratings will be taken under consideration, ensuring that the
      duration thereof is assigned to subjects ranked as high priority.

      5.4.6. The Parties should agree on the duration (in hours) of the
      Capacity-Building Training Sessions, required for special responses and
      new services.

      5.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
      compliance with the operator workloads, so that the service standards are
      not adversely affected thereby, necessarily sized to the scale of the
      operator capacity-building and training schedules.

      5.4.8. The CONTRACTED PARTY should forward to the training and
      capacity-building schedule for each site to the CONTRACTING PARTY on a
      monthly basis, with information on the services covered by the Training
      Sessions, the number of operators to be trained, duration (in hours), and
      the location of the Training Sessions.

      5.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
      Monthly Training Control Report covering the last month and containing
      pertinent information, such as attendance and grades (where applicable).

5.5.  Additional Training Sessions

                                      A-49

<PAGE>

            a. For Training Sessions not covered in Items 5.3 and 5.4, the
            CONTRACTING PARTY should draw up a training schedule for the
            Multiplicatory Agents, lasting no more than 10 (ten) days, to be
            delivered to the CONTRACTED PARTY with advance notice of 2 (two)
            days prior to the start of the Training Sessions. The CONTRACTED
            PARTY should ensure that its Multiplicatory Agents are available,
            provided that they are not involved in other Training Sessions.

            b. The CONTRACTED PARTY should draw up the Operator Training Program
            with the objective of implementing the effective rendering of the
            services within no more than 15 (fifteen) days, as from the end of
            the Multiplicatory Agent Training Sessions.

            c. Should the CONTRACTING PARTY request a Training Plan that
            requires overtime or unforeseen outlays, such outlays will be for
            the account thereof, with such amounts being estimated and agreed
            among the Parties prior to the start of the Training Sessions.

            d. Should the Operator Training Program exceed 10 (ten) days, the
            CONTRACTING PARTY should draw up a training schedule that does not
            adversely affect the Performance Ratings (SLA) of the operations.

6.    DURATION

The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

7.    REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Credit Recovery Unit", rendered
by the CONTRACTED PARTY, provided the respective impact thereof does not result
in an annual reduction of more than [*****] of the revenues posted over the past
12 (twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration respectively.

                                      A-50

<PAGE>

6. Velox/DVI Assistance

The annual estimated fee for this service is [*****]

6.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)

BILLING: Full Attendance Position (PA)

OPERATING HOURS: 24 hours x seven days x week

BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

SITE : RJ

<TABLE>
<CAPTION>
                                               R$                                   R$
                                                                         (after first three years of
Service                              (first three years of contract)*           contract)**
<S>                                  <C>                                 <C>
DVI Services                                [*****]                             [*****]

Velox Level 1 Service                       [*****]                             [*****]

Velox Level 2 Service                       [*****]                             [*****]
</TABLE>

* Prices with discount for the first three years, due to the use of partially
depreciated call center assets, acquired from Telemar.

**These amounts will be subject to annual monetary restatement in compliance
with Clause 8.8 of this Agreement.

                                      A-51
<PAGE>


GENERAL CHARACTERISTICS:

1.  Attendance Position (PA)

      The period for implementing the resized new services will depend on the
      technical resources required and the length of time needed to recruit and
      train the Human Resources, specifically for each service required by the
      CONTRACTING PARTY, which should be agreed among the Parties.

      For the current services, the implementation period of this resizing
      process should comply with the duration (in hours) of the Training
      Sessions stipulated for each contracted service.

      In view of the possibility of the CONTRACTED PARTY providing customer
      services through additional Attendance Positions (PAs), the Parties will
      agree on such increase, in addition to alterations to the price thereof,
      providing collateral covering the amounts due as payment thereon.

      In order to handle any possible future campaigns, whose dates should be
      notified by the CONTRACTING PARTY, the increase in the stipulated number
      of Attendance Positions (PAs) should always comply with the availability
      of the site(s) being requested by the CONTRACTED PARTY with advance notice
      of 3 (three) business days, for operations on Saturdays, Sundays and
      Holidays, and with advance notice of 15 (fifteen) days for operations on
      business days. It is hereby established that such periods may be altered
      through common agreement between the Parties.

      The period for contracting the Attendance Positions (PAs) that will be
      included in the services may not be less than 30 (thirty) days.

      Any reduction in the Attendance Positions (PAs) should be requested by the
      CONTRACTING PARTY with advance notice of 15 (fifteen) days and may not
      exceed the 10% (ten per cent) monthly average quantity of Attendance
      Positions (PAs) established for these services, with it being hereby
      agreed that the Parties may concur on a shorter period and / or alteration
      to the above percentage, should this be possible for the Customer Service.

      Should the reduction in the Attendance Positions (PAs) requested by the
      CONTRACTING PARTY result in a fraction, it is hereby agreed that this will
      correspond to the full unit higher than such fraction.

2.    BILLING

2.1 Halts in the Operations

      2.1.1 In case of any events that may halt the operations, the causes
      thereof should be identified, in order to establish the appropriate
      responsibilities and liabilities, as follows:

      2.1.2 When the causes are related to personnel management and / or
      maintenance contracts covering the technological facilities, the liability
      will be assigned to the CONTRACTED PARTY, which should issue invoices in
      compliance with the operations effectively carried out.

      2.1.3 When the causes are related to the infrastructure and / or lack of
      investments in technology under the responsibility of the CONTRACTING
      PARTY, it should remunerate the operation, considered for billing
      purposes:

            Services contracted by the Attendance Position (PA): Billing at 100%
            (one hundred per cent) of the Attendance Positions (PAs) approved
            for the period;

      2.1.4. For other occurrences, such as partial interruptions, outside
      events, brief downtime or slowdowns in the system that may affect the
      performance of the operations and that were

                                      A-52
<PAGE>

      proven to have been caused for matters that are the sole responsibility of
      the CONTRACTING PARTY, it should remunerate the CONTRACTED PARTY,
      replacing the adversely affected period by a similar period calculated on
      the basis of the historical records for the 3 (three) previous months.

2.2 Loss of billing information

      2.2.1 In situations where there is a partial or total loss of billing
      information for a period, once all attempts have been exhausted to recover
      the information, the CONTRACTING PARTY should remunerate the CONTRACTED
      PARTY, replacing the adversely affected period by a similar period
      calculated on the basis of the historical records for the 3 (three)
      previous months.

2.3 The billing for the services contracted by the Attendance Position (PA)
should be undertaken on the basis of the following conditions:

            a.    On the 16th (sixteenth) day of the month in which the service
                  is rendered, the CONTRACTED PARTY will determine, jointly with
                  the CONTRACTING PARTY, the average number of Attendance
                  Positions (PAs) logged for the month, calculated as follows:

                  Average number of Attendance Positions (PAs) logged in the
                  month = Average number of Attendance Positions (PAs) logged
                  during the business days of the month.

                  Definitions:

                  a) X = CONTRACTED ATTENDANCE POSITIONS (PAS)

                  Number of Attendance Positions (PAs) contracted by the
                  customer

                  b) Y = DIFFERENCE IN ATTENDANCE POSITIONS (PAS) LOGGED ON /
                  ACTUAL X PLANNED

                  Actual number of Attendance Positions (PAs) logged on -
                  Planned number of Attendance Positions (PAs) logged on, for
                  each -1/2-hour interval .

                  c) W = (sigma) (DIFFERENCE IN ATTENDANCE POSITIONS (PAS)
                  LOGGED ON / ACTUAL X PLANNED) / 12

                  Sum of the Difference between the Actual and Planned
                  Attendance Positions (PAs) logged on during the 48 x -1/2
                  hours of the day, divided by 12 (number of intervals worked by
                  the operator).

                  d) X -- W = ATTENDANCE POSITIONS (PAS) LOGGED ON / DAY

                  Attendance Positions (PAs) contracted -- (sigma) Difference
                  between Actual and Planned

                  Attendance Positions (PAs) logged on

                  e) AVERAGE ATTENDANCE POSITIONS (PAS) LOGGED ON DURING
                  BUSINESS DAYS = (sigma) NUMBER OF ATTENDANCE POSITIONS (PAS)
                  LOGGED ON DURING BUSINESS DAYS

                                                 NUMBER OF BUSINESS DAYS

                                      A-53
<PAGE>

2.3.1. The Attendance Positions (PAs) will be deemed active when occupied for at
least four consecutive hours logged under any of the status situations listed
below:

            a. In service (conversation, hold and / or post-service);

            b. Paused, provided that this does not exceed 25 minutes;

            c. Waiting to attend.

3. PERFORMANCE RATINGS (SLA)

3.1 SERVICE LEVEL I - Calls answered within 10 seconds

<TABLE>
<CAPTION>
                  OPERATIONS INDICATORS             TARGET   CHECKED
------------------------------------------------    ------   -------
<S>                                                 <C>      <C>
IND 01 NS I - % Calls answered within 10 seconds      88%     Daily

Key Account                                           95%     Daily

Major Accounts                                        95%     Daily

Support for Major Accounts                            95%     Daily
</TABLE>

3.2 SERVICE LEVELS I and II -- ANATEL Metering Day (DDX)

<TABLE>
<CAPTION>
                 OPERATIONS INDICATORS                       TARGET      CHECKED
--------------------------------------------------------     ------     ---------
<S>                                                          <C>        <C>
IND 01 NS I - % Calls Answered within 10 seconds - (PMM)        98%     -1/2 hour

IND 02 NS II - % Calls Answered within 35 seconds              100%     -1/2 hour
</TABLE>

4. HUMAN RESOURCES

4.1. Staff Selection

        4.1.1. The following Table presents the curricular requirements to be
        taken into consideration for the recruitment and selection of candidates
        for the Positions listed in this Table:

                                      A-54
<PAGE>

<TABLE>
<CAPTION>
                                                               Information
Services   Position         Education          Experience      Technology
--------  -----------  -------------------  -----------------  ------------
<S>       <C>          <C>                  <C>                <C>
                                            Information; six   Windows
                                            months Customer    environment
          Operator I   High School Diploma  Services
                                            (desirable)


Services  Operator II  High School Diploma  6 months Operator  Windows
                                            I (desirable)      environment

                                            1 year Supervisor
                          Undergraduate     Customer Services
          Supervisor       (desirable)      (desirable)        Office
</TABLE>

4.2. Training

      4.2.1. The CONTRACTED PARTY is responsible for training its staff in
      response and negotiation techniques, as well as transferring all the
      training supplied by the CONTRACTING PARTY.

      4.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
      Agent Training Sessions required to render the services covered by this
      Annex, such as: training sessions focused on the legacy systems, products
      and services required to perform the operating activities, in addition to
      the costs of such training sessions, but with no responsibility for the
      infrastructure that will transfer these activities to the operators.

4.3. Initial Training

      4.3.1. The following Table presents the Modules constituting the
      Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
      The Parties may update the content of these Programs at any time in order
      to adapt them to the requirements of the operations, provided that common
      agreement is reached thereon.

<TABLE>
<CAPTION>
                                                    QUALITY
                                          OPERATOR  MONITOR  Supervisor
                                          --------  -------  ----------
<S>                                       <C>       <C>      <C>
BEHAVIOR MODULE

Basic Customer Care Procedures.               X        X         X

ORGANIZATION MODULE

Overview of                                   X        X         X
</TABLE>

                                      A-55
<PAGE>

<TABLE>
<S>                                       <C>       <C>      <C>
Telecommunications, Organizational /
Institutional Aspects - Telemar.

OPERATIONS MODULE

Legacy Systems, Scripts and Procedures.   X         X        X

MONITORING MODULE

Monitoring, Recording and Feedback                  X
Procedures.

ADMINISTRATION AND LEADERSHIP MODULE /
Staff and Team Management                                    X
</TABLE>

      4.3.2. The CONTRACTED PARTY should ensure that the operators begin work
      only after having completed the Initial Training Module, having obtained
      grades that comply with the pre-defined approval ratings.

..4. Capacity building

      4.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
      Sessions on the bases of the following criteria:

<TABLE>
<CAPTION>
                  Monitoring    20 min/month
CORPORATE GROUP    Training     360 min/month
---------------   ----------    -------------
<S>               <C>           <C>
</TABLE>

      4.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
      Capacity-Building Training Sessions in order to restore satisfactory
      operator service standards, as described below:

        a. Operators scoring monitoring grades below 85 (eighty five);

        b. Operators with scores below the acceptable standard stipulated in the
        Quality Certification process (CEQUAL);

        c. Unsatisfactory results in the Customer Satisfaction Survey or
        Operator Performance Quality Monitoring services;

        d. Results rated as unsatisfactory by ANATEL in terms of Operator
        conduct;

                                      A-56
<PAGE>

        e. Alterations to processes, procedures, business rules and / or
        technology affecting the operator services.

      4.4.3. Any hypotheses not covered in this document and situations where
      the volume of Training Sessions required exceeds the implementation
      capacity thereof, will be agreed upon by the Parties.

      4.4.4. The duration of the Capacity-Building Training Sessions should
      comply with the provisions in Item 4.4 of this Annex.

      4.4.5. For Capacity-Building purposes, the training times allocated to
      topics and priorities as defined by the Monitoring and Satisfaction
      Surveys Ratings will be taken into consideration, ensuring that the
      duration thereof is assigned to subjects ranked as high priority.

      4.4.6. The Parties should agree on the duration (in hours) of the
      Capacity-Building Training Sessions, required for special responses and
      new services.

      4.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
      compliance with the operator workloads, so that the service standards are
      not adversely affected thereby, necessarily sized to the scale of the
      operator capacity-building and training schedules.

      4.4.8. The CONTRACTED PARTY should forward the training and
      capacity-building schedule for each site to the CONTRACTING PARTY on a
      monthly basis, with information on the services covered by the Training
      Sessions, the number of operators to be trained, duration (in hours), and
      the location of the Training Sessions.

      4.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
      Monthly Training and Refresher Training Control Report covering the last
      month and containing pertinent information, such as attendance and grades
      (where applicable).

4.5. Additional Training Sessions

      a. For Training Sessions not covered in Items 4.3 and 4.4, the CONTRACTING
      PARTY should draw up a training schedule for the Multiplicatory Agents,
      lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
      PARTY with advance notice of 2 (two) days prior to the start of the
      Training Sessions. The CONTRACTED PARTY should ensure that its
      Multiplicatory Agents are available, provided that they are not involved
      in other Training Sessions.

      b. The CONTRACTED PARTY should draw up the Operator Training Program with
      the objective of implementing the effective rendering of the services
      within no more than 15 (fifteen) days, as from the end of the
      Multiplicatory Agent Training Sessions.

      c. Should the CONTRACTING PARTY request a Training Plan that requires
      overtime or unforeseen outlays, such outlays will be for the account
      thereof, with such amounts being estimated and agreed among the Parties
      prior to the start of the Training Sessions.

      d. Should the Operator Training Program exceed 10 (ten) days, the
      CONTRACTING PARTY should draw up a training schedule that does not
      adversely affect the Performance Ratings (SLA) of the operations.

                                      A-57
<PAGE>

5. DURATION

The services listed in this Chartwill be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the Contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

6. REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Corporate", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                      A-58
<PAGE>

7. CORPORATE SERVICES

The annual estimated fee for this service is [*****]

7.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

BILLING: Full Attendance Position (PA)

OPERATING HOURS:

<TABLE>
<CAPTION>
          Services                 Operating Hours
--------------------------   ----------------------------------
<S>                          <C>
Oi Corporate                 24 hours X 7 days a week

Key Account

                             08:00h - 20:00h - Monday to Friday

Major Accounts

Support for Major Accounts
</TABLE>

BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

SITE - RJ

Prices by Full Attendance Position (PA):

<TABLE>
<CAPTION>
        Services               R$
-------------------------    -------
<S>                          <C>
Oi Corporate Service         [*****]

Oi Corporate Back Office     [*****]

Oi Corporate Service Data    [*****]
</TABLE>

                    PRICES BY FULL ATTENDANCE POSITION (PA):

                                      A-59
<PAGE>

<TABLE>
<CAPTION>
                                        R$                                         R$
       Product               (first three years of the contract)*   (after first three years of the contract)**
--------------------------   ------------------------------------   -------------------------------------------
<S>                          <C>                                    <C>
Key Account - Telemar                       [*****]                                       [*****]

Major Accounts - Telemar                    [*****]                                       [*****]

Support for Major Accounts
- Telemar                                   [*****]                                       [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

GENERAL CHARACTERISTICS:

1.1. Attendance Position (PA)

      1.1   The period for implementing the resized new services will depend on
            the technical resources required and the length of time needed to
            recruit and train the Human Resources, specifically for each service
            required by the CONTRACTING PARTY, which should be agreed among the
            Parties.

      1.2   For the current services, the implementation period of this resizing
            process should comply with the duration (in hours) of the Training
            Sessions stipulated for each contracted service.

      1.3   In view of the possibility of the CONTRACTED PARTY providing
            customer services through additional Attendance Positions (PAs), the
            Parties will agree on such increase, in addition to alterations to
            the price thereof, providing collateral covering the amounts due as
            payment thereon.

      1.4   In order to handle any possible future campaigns, whose dates should
            be notified by the CONTRACTING PARTY, the increase in the stipulated
            number of Attendance Positions (PAs) should always comply with the
            availability of the site(s) being requested by the CONTRACTED PARTY
            with advance notice of 3 (three) business days, for operations on
            Saturdays, Sundays and Holidays, and with advance notice of 15
            (fifteen) days for operations on business days. It is hereby
            established that such periods may be altered through common
            agreement between the Parties.

      1.5   The period for contracting the Attendance Positions (PAs) that will
            be included in the services may not be less than 30 (thirty) days.

      1.6   Any reduction in the Attendance Positions (PAs) should be requested
            by the CONTRACTING PARTY with advance notice of 15 (fifteen) days
            and may not exceed the permitted limit of yearly reduction
            established for these services, with it being hereby agreed that the
            Parties may concur on a shorter period and / or alteration to the
            above percentage, should this be possible for the Customer Service.

      1.7   Should the reduction in the Attendance Positions (PAs) requested by
            the CONTRACTING PARTY result in a fraction, it is hereby agreed that
            this will correspond to the full unit higher

                                      A-60
<PAGE>

            than such fraction.

2. BILLING

2.1 Halts in the Operations

      2.1.1 In case of any events that may halt the operations, the causes
      thereof should be identified, in order to establish the appropriate
      responsibilities and liabilities, as follows:

      2.1.2 When the causes are related to personnel management and / or
      maintenance contracts covering the technological facilities, the liability
      will be assigned to the CONTRACTED PARTY, which should issue invoices in
      compliance with the operations effectively carried out.

      2.1.3 When the causes are related to the infrastructure and / or lack of
      investments in technology under the responsibility of the CONTRACTING
      PARTY, then it should remunerate the operation, considered for billing
      purposes:

        Services contracted by the Attendance Position (PA): Billing at 100%
        (one hundred per cent) of the Attendance Positions (PAs) approved for
        the period;

      2.1.4. For other occurrences, such as partial interruptions, outside
      events, brief downtime or slowdowns in the system that may affect the
      performance of the operations and that were proven to have been caused for
      matters that are the sole responsibility of the CONTRACTING PARTY, it
      should remunerate the CONTRACTED PARTY, replacing the adversely affected
      period by a similar period calculated on the basis of the historical
      records for the 3 (three) previous months.

2.2 Loss of billing information

      2.1 In situations where there is a partial or total loss of billing
      information for a period, once all attempts have been exhausted to recover
      the information, the CONTRACTING PARTY should remunerate the CONTRACTED
      PARTY, replacing the adversely affected period by a similar period
      calculated on the basis of the historical records for the 3 (three)
      previous months.

2.3 The billing for the services contracted by the Attendance Position (PA)
should be undertaken on the basis of the following conditions:

          a. On the 16th (sixteenth) day of the month in which the service is
          rendered, the CONTRACTED PARTY will calculate the average number of
          the Attendance Positions (PAs) logged on during peak periods (HMM)
          (average of the -1/2 hours) for the business days from the 16th
          (sixteenth) day of the previous month to the 15th (fifteenth) day of
          the current month, jointly with the CONTRACTING PARTY, based on the
          Reports agreed between the Parties, and duly documented.

2.4. The Attendance Positions (PAs) will be deemed active when occupied for at
least four consecutive hours logged under any of the status situations listed
below:

          a. In service (conversation, hold and / or post-service);

                                      A-61
<PAGE>

          b. Paused, provided that this does not exceed 25 minutes;

          c. Waiting to attend.

3. PERFORMANCE RATINGS (SLA)

3.1 SERVICE LEVEL I - Calls answered within 10 seconds

<TABLE>
<CAPTION>
                                                   TARGET   CHECKED
                                                   ------   -------
<S>                                                <C>      <C>
IND 01 NS I - % Calls answered within 10 seconds     88%     Daily

Key Account                                          95%     Daily

Major Accounts                                       95%     Daily

Support for Major Accounts                           95%     Daily
</TABLE>

3.2 SERVICE LEVELS I and II -- ANATEL Metering Day (DDX)

<TABLE>
<CAPTION>
                  OPERATIONS INDICATORS                     TARGET    CHECKED
--------------------------------------------------------    ------   ---------
<S>                                                         <C>      <C>
IND 01 NS I - % Calls Answered within 10 seconds - (PMM)       98%   -1/2 hour
IND 02 NS II - % Calls Answered within 35 seconds             100%   -1/2 hour
</TABLE>

4. HUMAN RESOURCES

4.1. Staff Selection

      4.1.1. The following Table presents the curricular requirements to be
      taken into consideration for the recruitment and selection of candidates
      for the Positions listed in this Table:

<TABLE>
<CAPTION>
Services    Position     Education        Experience      Information Technology
--------   ----------   -----------  -------------------  ----------------------
<S>        <C>          <C>          <C>                  <C>
Services   Operator I   High School  Information; six
                          Diploma    months Customer      Windows
                                      Services            environment

                                     (desirable)

           Operator II  High School  6 months Operator I  Windows
                          Diploma                         environment
                                     (desirable)
</TABLE>

                                      A-62
<PAGE>

<TABLE>
<CAPTION>
Services    Position      Education         Experience      Information Technology
--------   ----------   -------------  -------------------  ----------------------
<S>        <C>          <C>            <C>                  <C>

                                       1 year Supervisor
                        Undergraduate  Customer Services
           Supervisor   (desirable)                         Office
                                       (desirable)
</TABLE>

4.2. Training

      4.2.1. The CONTRACTED PARTY is responsible for training its staff in
      response and negotiation techniques, as well as transferring all the
      training supplied by the CONTRACTING PARTY.

      4.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
      Agent Training Sessions required to render the services covered by this
      Annex, such as: training sessions focused on the legacy systems, products
      and services required to perform the operating activities, in addition to
      the costs of such training sessions, but with no responsibility for the
      infrastructure that will transfer these activities to the operators.

4.3. Initial Training

      4.3.1. The following Table presents the Modules constituting the
      Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
      The Parties may update the content of these Programs at any time in order
      to adapt them to the requirements of the operations, provided that common
      agreement is reached thereon.

<TABLE>
<CAPTION>
                                                     QUALITY
                                           OPERATOR  MONITOR  Supervisor
                                           --------  -------  ----------
<S>                                        <C>       <C>      <C>
BEHAVIOR MODULE

Basic Customer Care Procedures.                X        X         X

ORGANIZATION MODULE

Overview of Telecommunications,
Organizational / Institutional Aspects -       X        X         X
Telemar.

OPERATIONS MODULE

Legacy Systems, Scripts and Procedures.        X        X         X
</TABLE>

                                      A-63
<PAGE>

<TABLE>
<S>                                        <C>   <C>    <C>
MONITORING MODULE

Monitoring, Recording and Feedback                X
Procedures.

 ADMINISTRATION AND LEADERSHIP MODULE /
Staff and Team Management                               X
</TABLE>

      4.3.2. The CONTRACTED PARTY should ensure that the operators begin work
      only after having completed the Initial Training Module, having obtained
      grades that comply with the pre-defined approval ratings.

4.4. Capacity-building

      4.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
      Sessions on the bases of the following criteria:

<TABLE>
<CAPTION>
                   Monitoring   20 min/month
CORPORATE GROUP     Training    360 min/month
---------------    ----------   -------------
<S>                <C>          <C>
</TABLE>

      4.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
      Capacity-Building Training Sessions in order to restore satisfactory
      operator service standards, as described below:

          a. Operators scoring monitoring grades below 85 (eighty five);

          b. Operators with scores below the acceptable standard stipulated in
          the Quality Certification process (CEQUAL);

          c. Unsatisfactory results in the Customer Satisfaction Survey or
          Operator Performance Quality Monitoring services;

          d. Results rated as unsatisfactory by ANATEL in terms of Operator
          conduct;

          e. Alterations to processes, procedures, business rules and / or
          technology affecting the operator services.

      4.4.3. Any hypotheses not covered in this document and situations where
      the volume of Training Sessions required exceeds the implementation
      capacity thereof, will be agreed upon by the Parties.

      4.4.4. The duration of the Capacity-Building Training Sessions should
      comply with the provisions in Item 4.4 of this Annex.

                                      A-64
<PAGE>

      4.4.5. For Capacity-Building purposes, the training times allocated to
      topics and priorities as defined by the Monitoring and Satisfaction
      Surveys Ratings will be taken into consideration, ensuring that the
      duration thereof is assigned to subjects ranked as high priority.

      4.4.6. The Parties should agree on the duration (in hours) of the
      Capacity-Building Training Sessions, required for special responses and
      new services.

      4.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
      compliance with the operator workloads, so that the service standards are
      not adversely affected thereby, necessarily sized to the scale of the
      operator capacity-building and training schedules.

      4.4.8. The CONTRACTED PARTY should forward the training and
      capacity-building schedule for each site to the CONTRACTING PARTY on a
      monthly basis, with information on the services covered by the Training
      Sessions, the number of operators to be trained, duration (in hours), and
      the location of the Training Sessions.

      4.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
      Monthly Training and Refresher Training Control Report covering the last
      month and containing pertinent information, such as attendance and grades
      (where applicable).

4.5. Additional Training Sessions

      a. For Training Sessions not covered in Items 4.3 and 4.4, the CONTRACTING
      PARTY should draw up a training schedule for the Multiplicatory Agents,
      lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
      PARTY with advance notice of 2 (two) days prior to the start of the
      Training Sessions. The CONTRACTED PARTY should ensure that its
      Multiplicatory Agents are available, provided that they are not involved
      in other Training Sessions.

      b. The CONTRACTED PARTY should draw up the Operator Training Program with
      the objective of implementing the effective rendering of the services
      within no more than 15 (fifteen) days, as from the end of the
      Multiplicatory Agent Training Sessions.

      c. Should the CONTRACTING PARTY request a Training Plan that requires
      overtime or unforeseen outlays, such outlays will be for the account
      thereof, with such amounts being estimated and agreed among the Parties
      prior to the start of the Training Sessions.

      d. Should the Operator Training Program exceed 10 (ten) days, the
      CONTRACTING PARTY should draw up a training schedule that does not
      adversely affect the Performance Ratings (SLA) of the operations.

5. DURATION

The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties

                                      A-65
<PAGE>

decide otherwise. Should any of the Parties decide not to extend the Contract,
the Party adopting such decision should notify the other with advance notice of
180 (one hundred and eighty) days, all as stipulated in Item 14.1 of the
Services Agreement regulating the business relationship in question.

6. REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Corporate", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                      A-66
<PAGE>

8. TELEMAR RETENTION

The annual estimated fee for this service is [*****].

8.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service:  Trouble Ticket (TT) / Incoming Retention

Billing: Minute Spoken (CE SITE)

Operating Hours: 08:00h - 22:00h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices (Minute Spoken)

<TABLE>
<CAPTION>
                        R$                                        R$
Site   (first three years of the contract)*   (after first three years of the contract)**
----   ------------------------------------   -------------------------------------------
<S>    <C>                                    <C>
 CE                     [*****]                                  [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

The Trouble Ticket (TT) Incoming Retention Service assists customers wishing to
cancel their telephone lines. This operation is segmented into three cells:
Silver and Bronze, Diamond and Gold, and Micro-Enterprises.

The Incoming Retention Service is contracted through the Speaking Time model,
meaning that there are no Attendance Positions (PAs) contracted.

Performance Ratings (SLA) - Valid only for the CE SITE. No Performance Ratings
(SLA) have been contracted for the MG SITE.

                                      A-67
<PAGE>

IND.01 -- SERVICE LEVEL III

(*) Fine charged on the Minute Spoken Value

<TABLE>
<CAPTION>
SERVICE LEVEL    FINE (*)
-------------    --------
<S>              <C>
       0         [*****]
       1         [*****]
       2         [*****]
       3         [*****]
       4         [*****]
       5         [*****]
       6         [*****]
      14         [*****]
      15         [*****]
      16         [*****]
      17         [*****]
      18         [*****]
      19         [*****]
      20         [*****]
      21         [*****]
      22         [*****]
      23         [*****]
      24         [*****]
      25         [*****]
      26         [*****]
      27         [*****]
      28         [*****]
      29         [*****]
      30         [*****]
      31         [*****]
      32         [*****]
      33         [*****]
      34         [*****]
      35         [*****]
      36         [*****]
      37         [*****]
      38         [*****]
      39         [*****]
      40         [*****]
      41         [*****]
      42         [*****]
      43         [*****]
      44         [*****]
      45         [*****]
      46         [*****]
      47         [*****]
      48         [*****]
      49         [*****]
      50         [*****]
      51         [*****]
      52         [*****]
      53         [*****]
      54         [*****]
      55         [*****]
      56         [*****]
      57         [*****]
      58         [*****]
      59         [*****]
      60         [*****]
      61         [*****]
      62         [*****]
      63         [*****]
      64         [*****]
      65         [*****]
      66         [*****]
      67         [*****]
      68         [*****]
      69         [*****]
      70         [*****]
      71         [*****]
      72         [*****]
      73         [*****]
      74         [*****]
      75         [*****]
      76         [*****]
      77         [*****]
      78         [*****]
      79         [*****]
      80         [*****]
      81         [*****]
      82         [*****]
      83         [*****]
      84         [*****]
      85         [*****]
      86         [*****]
      87         [*****]
      88         [*****]
      89         [*****]
      90         [*****]
      91         [*****]
      92         [*****]
      93         [*****]
</TABLE>

                                      A-68
<PAGE>

IND.02 -- % BAD CALLS

(*) Fine charged on the value of the Minute Spoken

<TABLE>
<CAPTION>
% BAD CALLS   FINE (*)
-----------   --------
<S>           <C>
 0% - 8%      [*****]
   8.1%       [*****]
   8.2%       [*****]
   8.3%       [*****]
   8.4%       [*****]
   8.5%       [*****]
   8.6%       [*****]
   8.7%       [*****]
   8.8%       [*****]
   8.9%       [*****]
   9.0%       [*****]
   9.1%       [*****]
   9.2%       [*****]
   9.3%       [*****]
   9.4%       [*****]
   9.5%       [*****]
   9.6%       [*****]
   9.7%       [*****]
   9.8%       [*****]
   9.9%       [*****]
  10.0%       [*****]
  10.1%       [*****]
  10.2%       [*****]
  10.3%       [*****]
  10.4%       [*****]
  10.5%       [*****]
  10.6%       [*****]
  10.7%       [*****]
  10.8%       [*****]
  10.9%       [*****]
  11.0%       [*****]
  11.1%       [*****]
  11.2%       [*****]
  11.3%       [*****]
  11.4%       [*****]
  11.5%       [*****]
  11.6%       [*****]
  11.7%       [*****]
  11.8%       [*****]
  11.9%       [*****]
  12.0%       [*****]
  12.1%       [*****]
  12.2%       [*****]
  12.3%       [*****]
  12.4%       [*****]
  12.5%       [*****]
  12.6%       [*****]
  12.7%       [*****]
  12.8%       [*****]
  12.9%       [*****]
  13.0%       [*****]
  13.1%       [*****]
  13.2%       [*****]
  13.3%       [*****]
  13.4%       [*****]
  13.5%       [*****]
  13.6%       [*****]
  13.7%       [*****]
  13.8%       [*****]
  13.9%       [*****]
  14.0%       [*****]
  14.1%       [*****]
  14.2%       [*****]
  14.3%       [*****]
  14.4%       [*****]
  14.5%       [*****]
  14.6%       [*****]
  14.7%       [*****]
  14.8%       [*****]
  14.9%       [*****]
  15.0%       [*****]
  15.1%       [*****]
  15.2%       [*****]
  15.3%       [*****]
  15.4%       [*****]
  15.5%       [*****]
  15.6%       [*****]
  15.7%       [*****]
  15.8%       [*****]
  15.9%       [*****]
  16.0%       [*****]
  16.1%       [*****]
  16.2%       [*****]
  16.3%       [*****]
  16.4%       [*****]
  16.5%       [*****]
  16.6%       [*****]
  16.7%       [*****]
  16.8%       [*****]
  16.9%       [*****]
  17.0%       [*****]
  17.1%       [*****]
  17.2%       [*****]
</TABLE>

                                      A-69
<PAGE>

IND.03 --  RETENTION INDEX

(*) Accelerator applied to the Minute Spoken value

<TABLE>
<CAPTION>
Performance   ACCELERATOR (*)  FROM        TO      PERIOD
-----------   --------------- -------   -------    ------
<S>           <C>             <C>       <C>        <C>
60% - 64.9%        0.5%       [*****]   [*****]

65% - 69.9%         1%        [*****]   [*****]

70% - 74.9%        1.5%       [*****]   [*****]

75% - 79.9%         2%        [*****]   [*****]
                                                   Monthly
80% - 84.9%        2.5%       [*****]   [*****]

85% - 89.9%         3%        [*****]   [*****]

90% - 94.9%        3.5%       [*****]   [*****]

95% - 100%          4%        [*****]   [*****]
</TABLE>

                                      A-70
<PAGE>

IND.04 -- % TMK MARKING

(*) Fine charged on the Minute Spoken Value

<TABLE>
<CAPTION>
              MARKING FINE
TMK MARKING        (*)
-----------   ------------
<S>           <C>
   90.0%         [*****]
   90.1%         [*****]
   90.2%         [*****]
   90.3%         [*****]
   90.4%         [*****]
   90.5%         [*****]
   90.6%         [*****]
   90.7%         [*****]
   90.8%         [*****]
   90.9%         [*****]
   91.0%         [*****]
   91.1%         [*****]
   91.2%         [*****]
   91.3%         [*****]
   91.4%         [*****]
   91.5%         [*****]
   91.6%         [*****]
   91.7%         [*****]
   91.8%         [*****]
   91.9%         [*****]
   92.0%         [*****]
   92.1%         [*****]
   92.2%         [*****]
   92.3%         [*****]
   92.4%         [*****]
   92.5%         [*****]
   92.6%         [*****]
   92.7%         [*****]
   92.8%         [*****]
   92.9%         [*****]
   93.0%         [*****]
   93.1%         [*****]
   93.2%         [*****]
   93.3%         [*****]
   93.4%         [*****]
   93.5%         [*****]
   93.6%         [*****]
   93.7%         [*****]
   93.8%         [*****]
   93.9%         [*****]
   94.0%         [*****]
   94.1%         [*****]
   94.2%         [*****]
   94.3%         [*****]
   94.4%         [*****]
   94.5%         [*****]
   94.6%         [*****]
   94.7%         [*****]
   94.8%         [*****]
   94.9%         [*****]
   95.0%         [*****]
   95.1%         [*****]
   95.2%         [*****]
   95.3%         [*****]
   95.4%         [*****]
   95.5%         [*****]
   95.6%         [*****]
   95.7%         [*****]
   95.8%         [*****]
   95.9%         [*****]
   96.0%         [*****]
   96.1%         [*****]
   96.2%         [*****]
   96.3%         [*****]
   96.4%         [*****]
   96.5%         [*****]
   96.6%         [*****]
   96.7%         [*****]
   96.8%         [*****]
   96.9%         [*****]
   97.0%         [*****]
   97.1%         [*****]
   97.2%         [*****]
   97.3%         [*****]
   97.4%         [*****]
   97.5%         [*****]
   97.6%         [*****]
   97.7%         [*****]
   97.8%         [*****]
   97.9%         [*****]
   98.0%         [*****]
   98.1%         [*****]
   98.2%         [*****]
   98.3%         [*****]
   98.4%         [*****]
   98.5%         [*****]
   98.6%         [*****]
   98.7%         [*****]
   98.8%         [*****]
   98.9%         [*****]
   99.0%         [*****]
   99.1%         [*****]
   99.2%         [*****]
   99.3%         [*****]
   99.4%         [*****]
   99.5%         [*****]
   99.6%         [*****]
   99.7%         [*****]
   99.8%         [*****]
   99.9%         [*****]
   100.0%        [*****]
</TABLE>

                                      A-71
<PAGE>

8.2 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

SERVICE: Velox Incoming Retention

BILLING: by Attendance Position (PA)

OPERATING HOURS: 08:00h - 22:00h, Monday to Saturday.

BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                       R$                                       R$
Site  (first three years of contract)*    (after first three years of the contract)**
----  --------------------------------    -------------------------------------------
<S>   <C>                                 <C>

 CE                  [*****]                                    [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY.

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

Consists of specialized services for customers wishing to cancel their Velox
product, providing them with full information and listing the benefits as
required to keep them in our base. Our intention is not only to retain our
customers, but also to build up their loyalty.

                                      A-72
<PAGE>

8.3 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: SI Incoming Retention

Billing: by Attendance Position (PA)

Operating Hours: 08:00h - 22:00h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                        R$                                   R$
Site   (first three years of contract)*    (after first three years of contract)**
----   --------------------------------    ---------------------------------------
<S>    <C>                                 <C>

 CE                   [*****]                              [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

Consists of specialized services for customers wishing to cancel their Smart
Services, providing them with full information and listing the benefits as
required to keep them in our base. At the moment, we service only customers with
IDTC or packages including IDTC.

Performance Ratings (SLA)
No Performance Ratings contracted.

                                      A-73
<PAGE>

8.4 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: BPR Outgoing Retention

Billing: by Attendance Position (PA)

Operating Hours: 08:00h - 22:00h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                        R$                                       R$
Site   (first three years of contract)*    (after first three years of the contract)**
----   --------------------------------    -------------------------------------------
<S>    <C>                                 <C>
 CE                   [*****]                                  [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

Retention services for customers whose lines are partially blocked, in order to
convince the customer to have the telephone line reconnected.

Performance Ratings (SLA)

IND 01 - Number of Contacts with Right Person (CPCs) per month: 54,000
(considering the CPC for BPR and BPI)

                                      A-74
<PAGE>

8.5 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: Outgoing Retention  BPI

Billing: by  Attendance Position (PA)

Operating Hours: 08:00h - 22:00h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                        R$                                       R$
Site   (first three years of contract)*    (after first three years of the contract)**
----   --------------------------------    -------------------------------------------
<S>    <C>                                 <C>
 CE                   [*****]                                  [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

Assisting customers whose telephone lines are partially disconnected due to
non-payment, in order to negotiate the customer's debt and revert this to bring
the customer back to active status in the base.

Performance Ratings (SLA)

IND 01 - Number of Contacts with Right Persons (CPC) per month: 54,000 (CPC for
BPR and BPI)

                                      A-75
<PAGE>

8.6 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: Connection Fee Collection / Outgoing Retention

Billing: by Attendance Position (PA)

Operating Hours: 08:45h - 21:15h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                        R$                                       R$
Site   (first three years of contract)*    (after first three years of the contract)**
----   --------------------------------    -------------------------------------------
<S>    <C>                                 <C>
 CE                   [*****]                                  [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

The Connection Fee Collection (THAB) consists of effectively collecting the
Connection Fee or obtaining a promise to pay on the next business day. This
increases the confirmed inflow of revenues brought in by the services rendered
while ensuring that the customer remains in the active consumption base as duly
paid up.

Performance Ratings (SLA)
No Performance Ratings contracted.

                                      A-76
<PAGE>

8.7 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: Consumption Consulting / Outgoing Retention

Billing: by Attendance Position (PA)

Operating Hours: 08:00h - 20:30h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                        R$                                       R$
Site   (first three years of contract)*    (after first three years of the contract)**
----   --------------------------------    -------------------------------------------
<S>    <C>                                 <C>
 CE                   [*****]                                  [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

This operation consists of outgoing contacts with customers at high risk of
default with considerable increases in their last telephone bills. This contact
advises customers on how to control their consumption better, preventing them
from defaulting.

Performance Ratings (SLA)
No Performance Ratings contracted.

                                      A-77
<PAGE>

8.8 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: Post-Sales Welcome TT

Billing: by Attendance Position (PA)

Operating Hours: 08:35h - 21:15h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                        R$                                       R$
Site   (first three years of contract)*    (after first three years of the contract)**
----   --------------------------------    -------------------------------------------
<S>    <C>                                 <C>
 CE                   [*****]                                  [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

The purpose of this operation is to contact customers within 5 (five) days of
acquiring their telephone lines in order to welcome them to the company and
offer them products and services that are tailored to their needs.

Performance Ratings (SLA)
No Performance Ratings contracted.

                                      A-78
<PAGE>

8.9 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: Velox Post Sales Welcome and Post Repair

Billing: by Attendance Position (PA)

Operating Hours: 08:35h - 21:15h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                        R$                                       R$
Site   (first three years of contract)*    (after first three years of the contract)**
----   --------------------------------    -------------------------------------------
<S>    <C>                                 <C>
 CE                   [*****]                                  [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

The Velox Welcome service is designed to contact customers within 5 (five) days
of acquiring the Velox product and 45 (forty-five) days after installation in
order to ensure that these customers are satisfied with the product. The Velox
Post-Repair Service contacts the customer after a call to the help desk, in
order to ensure that the customer`s request was handled in a satisfactory
manner.

Performance Ratings (SLA)
No Performance Ratings contracted.

                                      A-79
<PAGE>

8.10 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: Building up Customer Loyalty / Retention Incoming

Billing: Minute Spoken

Operating Hours: 08:00h - 22:00h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                        R$                                       R$
Site   (first three years of contract)*    (after first three years of the contract)**
----   --------------------------------    -------------------------------------------
<S>    <C>                                 <C>
 CE                   [*****]                                  [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

General Characteristics:

The Customer Loyalty Retention Service consists of responding to NRES customers
wishing to cancel their CSP exclusivity plans through 31.

The Incoming Customer Loyalty Retention Service is contracted on the Speaking
Time model, meaning that there is no specific number of Attendance Positions
(PAs) contracted.

This operation is currently shared with the incoming Micro-Enterprise segment
operation.

Performance Ratings (SLA)

There are no specific indicators for the Customer Loyalty operation. However, as
these services are shared with the TT incoming retention services, the minute
value may be affected (fine and accelerator), depending operation the
Performance Rating (SLA) of this operation. (See the Annex TT incoming
retention)

                                      A-80
<PAGE>

8.11 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
and Training Sessions.

Service: BackOffice Retention

Billing: by Attendance Position (PA)

Operating Hours: 08:00h - 20:30h, Monday to Saturday.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                        R$                                       R$
Site   (first three years of contract)*    (after first three years of the contract)**
----   --------------------------------    -------------------------------------------
<S>    <C>                                 <C>
 CE                   [*****]                                  [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These
amounts will be subject to monetary restatement on an annual basis, pursuant to
Clause 8.8 of this Agreement

General Characteristics:

Operations support area in charge of dealing with requests opened while
responding to calls.

Performance Ratings (SLA)
No Performance Ratings contracted.

TRAINING

The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:

      -     Initial Training: Consists of the Training required for each
            operator to begin work in the respective service cells, in order to
            ensure a proper understanding of the various types of

                                      A-81
<PAGE>

            information related thereto. Responsibility of the CONTRACTED PARTY.
            This includes the start-up of a service, as well as the replacement
            of operators due to normal staff turnover. When the Human Resources
            are already employed by the CONTRACTED PARTY and are migrating from
            another operation, the training costs will be for the account of the
            CONTRACTING PARTIES, which will discuss these amounts among
            themselves.

      -     Refresher Training : Consists of update training in information for
            the respective services cells and upgrading the operators for
            rendering the services, as follows:

            When the service is contracted by Attendance Position (PA): the
            CONTRACTED PARTY is responsible for the Refresher Training costs,
            for no more than 5 (five) days/year per operator. The costs of any
            additional periods will be for the account of the CONTRACTING
            PARTIES, which will discuss these amounts among themselves

            When the service is contracted by Minute Spoken: the cost for a
            period of up to 5 (five) days/year, this will be the responsibility
            of the CONTRACTING PARTIES, in accordance with the "Minutes Spoken"
            Price List, which constitutes an integral part of this document.

DURATION

The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "TELEMAR RETENTION", rendered by
the CONTRACTED PARTY, provided the respective impact thereof does not result in
an annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                      A-82
<PAGE>

9. OI RETENTION

The annual estimated fee for this service is [*****].

9.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: Oi - MG Site / Incoming Retention

Billing: by Attendance Position (PA)

Operating Hours: 08:00h - 20:00h, Monday to Saturday

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
Site     R$
----   -------
<S>    <C>
MG     [*****]
</TABLE>

General Characteristics:

The Oi incoming retention service assists customers wishing to cancel their
mobile telephone line.

Performance Ratings (SLA)
IND.01 -- SERVICE LEVEL (80% in 20 seconds)

TRAINING

The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:

      -     INITIAL TRAINING: Initial Training: Consists of the Training
            required for each operator to begin work in the respective service
            cells, in order to ensure a proper understanding of the various
            types of information related thereto. Responsibility of the
            CONTRACTED PARTY. This includes the start-up of a service, as well
            as the replacement of operators due to

                                      A-83
<PAGE>

            normal staff turnover. When the Human Resources are already employed
            by the CONTRACTED PARTY and are migrating from another operation,
            the training costs will be for the account of the CONTRACTING
            PARTIES, which will discuss these amounts among themselves.

      -     Refresher Training : Consists of update training in information for
            the respective services cells, upgrading the operators fore
            rendering the services, as follows:

            When the service is contracted by Attendance Position (PA): the
            CONTRACTED PARTY is responsible for the Refresher Training costs,
            for no more than 5 (five) days/year per operator. The costs of any
            additional periods will be for the account of the CONTRACTING
            PARTIES, which will discuss these amounts among themselves.

            When the service is contracted by Minute Spoken: the cost for a
            period of up to 5 (five) days/year, this will be the responsibility
            of the CONTRACTING PARTIES, in accordance with the "Minutes Spoken"
            Price List, which constitutes an integral part of this document.

DURATION

The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI RETENTION", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                      A-84
<PAGE>

10. Telemar Telemarketing Retail

The annual estimated fee for this service is R$ 50,430,000.00 (fifty million,
four hundred and thirty thousand Reais).

10.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Service: Back Office Sales PE

Billing: Attendance Position (PA) fixed

Operating Hours: Monday to Saturday, 08:00h - 20:00h

Billing Period: 16 day of the previous month to the 15th (fifteenth) day of the
current month

Prices:

<TABLE>
<CAPTION>
                                                R$                                       R$
           Service            (first three years of contract)*     (after first three years of the contract)**
----------------------------  --------------------------------     -------------------------------------------
<S>                           <C>                                  <C>
Back Office - Sales Position                 [*****]                                  [*****]
(PV) 12 hours

Back Office - Sales Position                 [*****]                                  [*****]
(PV) eight hours
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

                                      A-85
<PAGE>

GENERAL CHARACTERISTICS

3 (three) Customer Service Desks

   -   Desk 1 -> Incoming Services = Telemar Points of Sale Services - Agents
       call in to register new sales.

   Targets:

   NS II = 80% of the calls answered within 35 seconds

   TMV = Calls Answered x TMA

      N(degree) of Applications Registered

   -   Desk 2: Outgoing Services -- Contacts with customers whose products have
       not been installed (customer withdraws, address not found etc.)

   Targets:

   % New Installations x Attendance Position (PA): 50%

   % Contacts made - 60%

   -   Desk 3: Credit Constraints -- Dealing with customers whose credit
       screenings show constraints (Transact)

   Targets:

   80% Contacts Approved and Denied

   100% of pending matters  dealt within 48 hours

TRAINING

BO Sales: Duration - 15 days

                                      A-86
<PAGE>

10.2 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

Product: Retail Telemarketing - Site BA

Billing: Fixed Sales Position (PV)

Operating Hours: Incoming: Monday to Saturday, 08:00h - 22:00h

      Outgoing: Monday to Saturday, 09:00h - 21:00h

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                          R$                                      R$
Product    (first three years of contract)*    (after first three years of the contract)**
-------    --------------------------------    -------------------------------------------
<S>        <C>                                 <C>
  LD                  [*****]                                   [*****]
</TABLE>

-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

Performance Ratings (SLA)

IND.01- SERVICE LEVEL I

<TABLE>
<CAPTION>
PERIOD      PERFORMANCE       CHECKED
------      -----------       -------
<S>        <C>               <C>
Daily      88% within 10"    Every -1/2
                               hour
</TABLE>

IND.02 - SERVICE LEVEL II

<TABLE>
<CAPTION>
PERIOD      PERFORMANCE       CHECKED
------      -----------       -------
<S>        <C>               <C>
Daily      88% within 35"    Every -1/2
                               hour
</TABLE>

                                      A-87
<PAGE>

Service Characteristics

Long Distance Products Sales Service

Billing by Full Sales Position (PV)

TRAINING

LD: Duration - 16 days

Initial New Product Training / Customer Cost.

Initial Training to replace Staff Turnover Contax cost.

Refresher Training / Contax cost.

                                      A-88
<PAGE>

10.3 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)

Service: Retail Telemarketing BA and MG Sites

Billing: Fixed + Variable

Operating Hours: Incoming: Monday to Saturday, 08:00h - 22:00h

      Outgoing: Monday to Saturday, 09:00h - 21:00h

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                         R$                                        R$
Service    (first three years of contract)*    (after first three years of the contract)**
-------    --------------------------------    -------------------------------------------
<S>        <C>                                 <C>
  TT                    [*****]                                   [*****]
 Velox                  [*****]                                   [*****]
</TABLE>

-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

                                      A-89
<PAGE>

GENERAL CHARACTERISTICS

Win to Win Remuneration Model: consists of applying the respective percentage of
the remuneration to the value of the Attendance Position (PA), in terms of
reaching the target agreed periodically among the Parties, as shown below:

0 - 75% x target => [*****] of the price of the Full Sales Position (PV)

100% x target => [*****] of the price of the Full Sales Position (PV)

130% x target => [*****] of the price of the Full Sales Position (PV)

The following Table gives a Sales Position (PV) simulation remuneration by
percentage of targets reached for net sale and installation compared to the
agreed targets shown in this Table:

<TABLE>
<CAPTION>
  %
Target
Reached     Fixed Portion     Total
-------     -------------     -----
<S>         <C>              <C>

  75%          [*****]       [*****]
  76%          [*****]       [*****]
  77%          [*****]       [*****]
  78%          [*****]       [*****]
  79%          [*****]       [*****]
  80%          [*****]       [*****]
  81%          [*****]       [*****]
  82%          [*****]       [*****]
  83%          [*****]       [*****]
  84%          [*****]       [*****]
  85%          [*****]       [*****]
  86%          [*****]       [*****]
  87%          [*****]       [*****]
  88%          [*****]       [*****]
  89%          [*****]       [*****]
  90%          [*****]       [*****]
  91%          [*****]       [*****]
  92%          [*****]       [*****]
  93%          [*****]       [*****]
  94%          [*****]       [*****]
  95%          [*****]       [*****]
</TABLE>

                                      A-90
<PAGE>

<TABLE>
<S>    <C>       <C>
 96%   [*****]   [*****]
 97%   [*****]   [*****]
 98%   [*****]   [*****]
 99%   [*****]   [*****]
100%   [*****]   [*****]
101%   [*****]   [*****]
102%   [*****]   [*****]
103%   [*****]   [*****]
104%   [*****]   [*****]
105%   [*****]   [*****]
106%   [*****]   [*****]
107%   [*****]   [*****]
108%   [*****]   [*****]
109%   [*****]   [*****]
110%   [*****]   [*****]
111%   [*****]   [*****]
112%   [*****]   [*****]
113%   [*****]   [*****]
114%   [*****]   [*****]
115%   [*****]   [*****]
116%   [*****]   [*****]
117%   [*****]   [*****]
118%   [*****]   [*****]
119%   [*****]   [*****]
120%   [*****]   [*****]
121%   [*****]   [*****]
122%   [*****]   [*****]
123%   [*****]   [*****]
124%   [*****]   [*****]
125%   [*****]   [*****]
126%   [*****]   [*****]
127%   [*****]   [*****]
128%   [*****]   [*****]
129%   [*****]   [*****]
130%   [*****]   [*****]
131%   [*****]   [*****]
</TABLE>

TT Operating Hours at the BA site:

Incoming:

                                      A-91
<PAGE>

Monday - Friday   07:00h - 22:00 h (100% of the operations)

Saturdays         08:00h - 22:00 h (70% of the operations)

Sundays           08:00h - 22:00 h (30% of the operations)

The outgoing and incoming TT and Velox Operating Hours in Minas Gerais begin 15
minutes before and 15 minutes after the BA Operating Hours (described above).

PERFORMANCE RATINGS (SLA)

IND.01- SERVICE LEVEL I

<TABLE>
<CAPTION>
PERIOD   PERFORMANCE     CHECKED
------   -----------     -------
<S>     <C>             <C>
Daily   88% within 10"  Every -1/2
                          hour
</TABLE>

IND.02 - SERVICE LEVEL II

<TABLE>
<CAPTION>
PERIOD   PERFORMANCE     CHECKED
------   -----------     -------
<S>     <C>             <C>
Daily   88% within 35"  Every -1/2
                          hour,
</TABLE>

Training

  -  TT: Duration - 19 days

  -  Velox: Duration - 14 days

                                      A-92
<PAGE>

10.4 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)

Product: BO Retail Telemarketing - Rio de Janeiro Site

Billing: Fixed Sales Position (PV)

Operating Hours: Outgoing - Monday to Saturday, 09:00h - 21:00h

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                       R$                                       R$
Service   (first three years of contract)*   (after first three years of the contract)**
-------   --------------------------------   -------------------------------------------
<S>       <C>                                <C>
  LD                   [*****]                                  [*****]
</TABLE>

-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

GENERAL CHARACTERISTICS

  Operation focused enhancing customer loyalty,

  Main Ratings : % Market Share and Success Rate

  Operation without Dialer

Training

LD: Duration - 15 days

                                      A-93
<PAGE>

10.5 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)

Service: BO Retail Telemarketing - RJ Site

Billing: Fixed Sales Position (PV)

Operating Hours: Outgoing: Monday to Saturday, 09:00h - 21:00h

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                                 R$                                           R$
    Service        (first three years of contract)*    (after first three years of the contract)**
    -------        --------------------------------    -------------------------------------------
<S>                <C>                                 <C>
VELOX PENDING                  [*****]                                 [*****]
TT PENDING                     [*****]                                 [*****]
BackOffice VELOX               [*****]                                 [*****]
</TABLE>

-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

GENERAL CHARACTERISTICS

  Solving problems arising during product installation

  Operation without Dialer

                                      A-94
<PAGE>

10.6 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)

Service: BO Retail Telemarketing - RJ Site

Billing: Fixed Sales Position (PV)

Operating Hours: Outgoing: Monday to Saturday, 09:00h - 21:00h

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month

Prices:

<TABLE>
<CAPTION>
                         R$                                            R$
Service    (first three years of contract)*    (after first three years of the contract)**
-------    --------------------------------    -------------------------------------------
<S>        <C>                                 <C>
 VELOX                  [*****]                                  [*****]
</TABLE>

-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

GENERAL CHARACTERISTICS

  Main Ratings: Products Sold

  Operation using Contax dialer

HUMAN RESOURCES

  -   Recruitment and selection

      The CONTRACTED PARTY is responsible for handling the recruitment and
      selection of all the Human Resources required by and allocated to the
      Telesales operations, The recruitment and selection process should be
      designed to ensure the profile, qualifications (technical and

                                      A-95
<PAGE>

      behavioral) and periods agreed between the CONTRACTING PARTY and the
      CONTRACTED PARTY,

      The Parties hereby agree that the CONTRACTING PARTY may modify the
      profile, qualifications and periods mentioned in Item 3.1 provided that
      this is done with advance notice of 30 (thirty) consecutive days.

      The CONTRACTING PARTY reserves the right to audit selected processes in
      order to ensure that the contracted resources comply with the profile
      stipulated thereby.

      The CONTRACTED PARTY should notify the CONTRACTING PARTY and reach
      agreement on all and any alterations to the sales staff (dismissals,
      lay-offs, resignations and / or transfers), whenever such changes reach or
      exceed 10% (ten per cent) of the staff each month Should the CONTRACTING
      PARTY request the transfer of sales staff from one operation to another,
      the implantation schedule should include the training required for the new
      operation and the replacement of the transferred staff.

  -   Initial and Refresher Training Sessions

      The CONTRACTED PARTY should apply the Capacity-Building Model agreed among
      the Parties to all Human Resources in direct contact with customers (sales
      staff and supervisors) for Products and Behavioral Training Sessions, The
      CONTRACTED PARTY is responsible for training its staff in response and
      negotiation techniques, sales techniques and other Technical or Behavioral
      Training Sessions as required for the good performance of its Human
      Resources assigned to the Telesales Operations, as well as transferring
      all the training supplied by the CONTRACTING PARTY,

      The preparation of the training materials covering the characteristics and
      benefits of each product, as well as the Capacity-Building Sessions run
      for the Instructors and / or Multiplicatory Agents of the CONTRACTED PARTY
      are the responsibility of the CONTRACTING PARTY when a new operation or
      sales campaign is being implemented, The Materials should be delivered by
      the CONTRACTING PARTY at least 3 (three) business days prior to start of
      the Training Sessions,

      The CONTRACTED PARTY is responsible for the training and capacity building
      of its team of Instructors and / or Multiplicatory Agents through classes,
      presentation techniques and instruction,

      The CONTRACTED PARTY should ensure that the sales staff start work only
      after having completed the Initial Training Module, with passing grades
      that comply with the approval standards, as agreed previously by the
      Parties, Should trainees begin working earlier at the request of the
      CONTRACTING PARTY, this will be the responsibility thereof,

      When the services are contracted by Sales Position (Sales Position (PV)):
      the CONTRACTED PARTY is responsible for the Refresher Training costs, for
      no more than 5 (five) days/year per operator, The costs of any additional
      periods will be for the account of the CONTRACTING PARTIES, in accordance
      with the Training Man-hours Price List, which constitutes an integral

                                      A-96
<PAGE>

      part of this document, The duration and content of the Refresher Training
      Sessions should be agreed between the CONTRACTING PARTY and the CONTRACTED
      PARTY,

      The CONTRACTING PARTY is responsible for the Capacity-Building Sessions
      run for the Instructors of the CONTRACTED PARTY, in terms of the
      characteristics of the product or system to be introduced or implemented,
      as well as the costs thereof, when this training is not part of the
      Initial Training, The costs will be agreed between the Parties whenever
      necessary,

DURATION

The services listed in this chart will be supplied for a period of 5 (five)
years, On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decides
otherwise, Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question,

REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "Retail Telemarketing", rendered
by the CONTRACTED PARTY, provided the respective impact thereof does not result
in an annual reduction of more than [*****] of the revenues posted over the past
12 (twelve) months by the CONTRACTED PARTY for this product, When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****], This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY, The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration,

                                      A-97
<PAGE>

11. TELEMAR BUSINESS TELEMARKETING

The annual estimated fee for this service is [*****],

11.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)

Service: Business Telemarketing MG Site

Billing: Attendance Position (PA) fixed

Operating Hours Velox and Oi, outgoing and incoming: Monday - Friday, 07:45h -
20:15h, Saturday: 07:45h - 14:00h, Copernicus: Monday - Friday, 09:00h - 17:12
h.

Billing Period: from the 16th (sixteenth) day of the previous month to the 15th
(fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>
                              R$                                       R$
  Service       (first three years of contract)*   (after first three years of contract)**
  -------       --------------------------------   ---------------------------------------
<S>             <C>                                <C>
Velox and OI                [*****]                               [*****]
 Copernicus                 [*****]                               [*****]
</TABLE>

-----------------
* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

Training

Velox and OI: Duration - 15 days

Copernicus: Duration - 17 days

The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:

                                      A-98
<PAGE>

  -   INITIAL TRAINING: Consists of the Training required for each
      operator to begin work in the respective service cells, in order to
      ensure a proper understanding of the various types of information
      related thereto.

      Responsibility of the CONTRACTED PARTY. This includes the start-up of a
      service, as well as the replacement of operators due to normal staff
      turnover.

  -   REFRESHER TRAINING : Consists of update training in information for the
      respective services cells, upgrading the operators for rendering the
      services, namely::

      When the service is contracted by Attendance Position (PA): the CONTRACTED
      PARTY is responsible for the Refresher Training costs, for no more than 5
      (five) days/year per operator, The costs of any additional periods will be
      for the account of the CONTRACTING PARTIES, in accordance with the
      Training Man-hours Price List, which constitutes an integral part of this
      document.

      When the service is contracted by Minute Spoken: The cost will be the
      responsibility of the CONTRACTING PARTIES, in accordance with the "Minutes
      Spoken" Price List, which constitutes an integral part of this document.

DURATION

The services covered in this chart will be supplied for a period of 5 (five)
years, On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decides
otherwise, Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question,

REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "TELEMAR BUSINESS TELEMARKETING",
rendered by the CONTRACTED PARTY, provided the respective impact thereof does
not result in an annual reduction of more than [*****] of the revenues posted
over the past 12 (twelve) months by the CONTRACTED PARTY for this product, When
such reduction exceeds [*****], the additional amount will be considered as
partial rescission, being subject to a rescissory fine in such case equivalent
to the amount corresponding to the amount by which the monthly revenues are
reduced, multiplied by [*****], This amount should be calculated without
including the [*****] reduction permitted as described above, taking into
consideration only the amount exceeding the reduction limit allowed for the
CONTRACTING PARTY, The fine should be paid by the CONTRACTING PARTY reducing the
services requested from the CONTRACTED PARTY, both adopting this stance and
taking the proportional aspects of the revenues into consideration,

                                      A-99
<PAGE>

12. OI TELEMARKETING

The annual estimated fee for this service is [*****].

12.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA)
and Training Sessions

Product: Retail Telemarketing - BA and MG Sites

Billing: Fixed Sales Position (PV)

Operating Hours: Incoming: Monday to Saturday, 08:00h - 22:00h

      Outgoing: Monday to Saturday, 09:00h - 21:00h

Billing Period: Full Month

Prices:

<TABLE>
<CAPTION>
  Service         R$
  -------         --
<S>            <C>
    OI         [*****]
OI Recharge    [*****]
</TABLE>

GENERAL CHARACTERISTICS

Sale of Oi products

                                     A-100
<PAGE>

Performance Ratings (SLA)

IND.01- SERVICE LEVEL I

<TABLE>
<CAPTION>
PERIOD     PERFORMANCE      CHECKED
------     -----------      -------
<S>       <C>              <C>
 Day      88% within 10"   Every -1/2
                              hour
</TABLE>

                                     A-101
<PAGE>

IND.02 - SERVICE LEVEL II

<TABLE>
<CAPTION>
 PERIOD  PERFORMANCE       CHECKED
------- -------------- ----------------
<S>     <C>            <C>
  Day   88% within 35" Every -1/2 hour.
</TABLE>

TRAINING

Initial Training

OI: Duration - 15 days.

Paid by the CONTRACTING PARTIES

Refresher Training -- Cost: CONTRACTED PARTY

The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:

      -     INITIAL TRAINING: Consists of the Training required for each
            operator to begin work in the respective service cells, in order to
            ensure a proper understanding of the various types of information
            related thereto. Responsibility of the CONTRACTED PARTY. This
            includes the start-up of a service, as well as the replacement of
            operators due to normal staff turnover.

      -     REFRESHER TRAINING : Consists of update training in information for
            the respective services cells, upgrading the operators in order to
            render the of the services, as follows:

      -     When the service is contracted by Attendance Position (PA): the
            CONTRACTED PARTY is responsible for the Refresher Training costs,
            for no more than 5 (five) days/year per operator. The costs of any
            additional periods will be for the account of the CONTRACTING
            PARTIES, in accordance with the Training Man-hours Price List, which
            constitutes an integral part of this document.

      -     When the service is contracted by Minute Spoken: The cost will be
            the responsibility of the CONTRACTING PARTIES, in accordance with
            the "Minutes Spoken" Price List, which constitutes an integral part
            of this document.

HUMAN RESOURCES

Recruitment and selection

The CONTRACTED PARTY is responsible for handling the recruitment and selection
of all the Human Resources required by and allocated to the Telesales
operations. The recruitment and selection process should be designed to ensure
the profile, qualifications (technical and behavioral) and periods agreed
between the CONTRACTING PARTY and the CONTRACTED PARTY.

                                      A-102
<PAGE>

It hereby agreed among the Parties that the CONTRACTING PARTY may modify the
profile, qualifications and periods mentioned in Item 3.1, provided that this is
done with advance notice of 30 (thirty) consecutive days.

The CONTRACTING PARTY reserves the right to audit selected processes in order to
ensure that the contracted resources comply with the profile stipulated thereby.

the CONTRACTED PARTY should notify the CONTRACTING PARTY and reach agreement on
all and any alterations to the sales staff (dismissals, lay-offs, resignations
and / or transfers), whenever such changes reach or exceed 10% (ten per cent) of
the staff each month. Should the CONTRACTING PARTY request the transfer of sales
staff from one operation to another, the implantation schedule should include
the training required for the new operation and the replacement of the
transferred staff.

INITIAL AND REFRESHER TRAINING SESSIONS

The CONTRACTED PARTY should apply the Capacity-Building Model agreed among the
Parties to all Human Resources in direct contact with customers (sales staff and
supervisors) for Products and Behavioral Training Sessions. The CONTRACTED PARTY
is responsible for training its staff in response and negotiation techniques,
sales techniques and other Technical or Behavioral Training Sessions as required
for the good performance of its Human Resources assigned to the Telesales
Operations, as well as transferring all the training supplied by the CONTRACTING
PARTY.

The preparation of the training materials covering the characteristics and
benefits of each product, as well as the Capacity-Building Sessions run for the
Instructors and / or Multiplicatory Agents of the CONTRACTED PARTY are the
responsibility of the CONTRACTING PARTY when a new operation or sales campaign
is being implemented. The Materials should be delivered by the CONTRACTING PARTY
at least 3 (three) business days prior to start of the Training Sessions.

The CONTRACTED PARTY is responsible for the training and capacity building of
its team of Instructors and / or Multiplicatory Agents through classes,
presentation techniques and instruction.

The CONTRACTED PARTY should ensure that the sales staff starts work only after
having completed the Initial Training Module, with passing grades that comply
with the approval standards, as agreed previously by the Parties. Should
trainees begin working earlier at the request of the CONTRACTING PARTY, this
will be the responsibility thereof.

When the services are contracted by Sales Position (Sales Position (PV)): the
CONTRACTED PARTY is responsible for the Refresher Training costs, for no more
than 5 (five) days/year per operator. The costs of any additional periods will
be for the account of the CONTRACTING PARTIES, in accordance with the Training
Man-hours Price List, which constitutes an integral part of this document. The
duration and content of the Refresher Training Sessions should be agreed between
the CONTRACTING PARTY and the CONTRACTED PARTY.

                                      A-103
<PAGE>

DURATION

The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI TELEMARKETING", rendered by
the CONTRACTED PARTY, provided the respective impact thereof does not result in
an annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                      A-104
<PAGE>

13. OI CUSTOMER SERVICES

The annual estimated fee for this service is [*****].

13.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

      PRODUCT: Pre-Paid - Gold and Diamond Customers

      OPERATING HOURS: 24 hours x seven days x week

      BILLING MODEL: Minute Spoken

      BILLING PERIOD: from the 16th (sixteenth) day of the previous month to the
      15th (fifteenth) day of the current month.

                                   PRICE LIST

<TABLE>
<CAPTION>
                                                        R$               R$
  Site          Services                Unit     (Jan-Apr 2005)  (May 2005 onwards)
------- ---------------------------  ----------  --------------  ------------------
<S>     <C>                          <C>         <C>             <C>
        Unit Cost / Minute             R$ / min      [*****]          [*****]

        Overtime 100% -- Operator      R$ / h        [*****]          [*****]

        Overtime 50% -- Operator       R$ / h        [*****]          [*****]

Niteroi Overtime 100% -- Supervisor    R$ / h        [*****]          [*****]

        Overtime 50% -- Supervisor     R$ / h        [*****]          [*****]

        Hours Training Operator        R$ / h        [*****]          [*****]

        Hours Training Supervisor      R$ / h        [*****]          [*****]
</TABLE>

                                      A-105
<PAGE>

GENERAL REMARKS

1 - DEFINITIONS

CMS / BCMS: Traffic Control System for all incoming / outgoing calls through the
Automatic Call Distributor (DAC).

CONTRACTED PARTY: CONTAX TNL S/A.

CONTRACTING PARTY: TNL PCS S/A.

DAC: Automatic Call Distributor.

DMM: Busiest Day.

HE: Overtime.

HMM: Busiest Time.

HOLD TIME: Time during which the Customer Representatives (RA) keep the customer
waiting during the call.

SERVICE LEVEL (NS): Quality indicator portraying the percentage of calls
answered live, with a pre-set maximum waiting time.

SYSTEM PAUSE: Pause covering the time used by the Customer Representatives (RA)
to log in, check with the supervisor and handle conference-call transfers.

POST-SERVICE: Pause used by the Customer Representatives (RA) to carry out the
Back Office tasks supplementary to the customer services, requested only by Oi,
and to register the TT for information, request and / or complaint after hanging
up on the customer call. This pause is configured by the Automatic Calls
Distributor (DAC) directly with skill.

CUSTOMER SERVICE POSITION (PA): Each unit that receives or makes calls, equipped
with the tools required for customer services.

CUSTOMER REPRESENTATIVES (RA): Consists of the group of persons trained to work
as tele-operators for Basic Customer Services, available for immediate hiring,
depending on their availability.

SERVICE LEVEL AGREEMENT (SLA): Agreement on services.

AVERAGE CONVERSATION TIME (TMC): Average conversation time for live attendance.

AVERAGE SERVICE TIME (TMA): Average duration of the calls answered live,
calculated in accordance with the following formula: TMA = TMC + Hold Time +
Post-Service + System Pause.

TROUBLE TICKET (TT): Registration by the Customer Representatives (RA) in the
Siebel for documenting information, requests and / or complaints from customers.

ARU: Audible Response Unit.

                                     A-106
<PAGE>

      1. SIZING

2.1 - For the services contracted by Minute Spoken, the CONTRACTING PARTY is
responsible for preparation and delivery of a calls forecast for live response
and TMA, Calls Answered in ARUM, for a Quarter, on a month-to-month basis,
delivered to the CONTRACTED PARTY 45 days prior to the first month of the
Quarter covered by the forecast.

2.2 - The CONTRACTING PARTY should draw up the Quarterly forecast and submit it
to the CONTRACTED PARTY for analysis and agreement within 5 (five) business
days.

2.3 - When the call traffic at the Contact Center is 8% (eight per cent) higher
than forecast, the CONTRACTED PARTY should apply the Monthly Forecast Deviation
Table (below), for billing purposes.

2.4 - When the call traffic at the Call Center is 8% (eight per cent) below
forecast, the CONTRACTED PARTY should consider 92% (ninety two per cent) of the
forecast monthly call traffic for billing purposes.

      Monthly Minuting = Total Volume of Calls x TMA (in seconds)

                  60

2.5 - Should the CONTRACTED PARTY be officially notified by the CONTRACTING
PARTY of increased call traffic due to advertisements, campaigns, news items,
new regulations and others, the CONTRACTED PARTY will have 45 (forty five) days
to adapt to the new services to be rendered. After this period, the CONTRACTED
PARTY will notify the CONTRACTING PARTY of the new conditions to be applied to
the services offered by the Contact Center.

This period will be required when the event(s) prompt(s) an increase of more
than 8% (eight per cent) of the planned monthly traffic and / or call
concentration of more than 4.03% (four point zero three per cent) on the Busiest
Day (DMM), compared to the traffic for the month.

2.6 - In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the CONTRACTING PARTY, doing its utmost in business terms to
respond to the requests issued thereby.

2.7 - When the monthly call traffic exceeds 8% (eight per cent) of the original
traffic forecast, the CONTRACTED PARTY should consider the application of the
following "Monthly Forecast Deviation Table" for Billing purposes.

                                     A-107
<PAGE>

                        MONTHLY FORECAST DEVIATION TABLE

<TABLE>
<CAPTION>
Deviation      New Service Level -- % do NS (% %)
---------      ---------------------------------
<S>            <C>
   8.00%                     100%

   9.00%                      95%

  10.00%                      90%

  11.00%                      85%

  12.00%                      80%

  13.00%                      75%

  14.00%                      70%

  15.00%                      65%
</TABLE>

2.8 - For cases where the monthly call traffic falls below 92% (ninety two per
cent) of the traffic originally forecast, the CONTRACTED PARTY should take 92%
(ninety two per cent) of the monthly forecast calls traffic, for Billing
purposes.

      Definition of monthly traffic: monthly traffic = total volume of calls x
      TMA/80

2.9 - Once the CONTRACTED PARTY is notified by the CONTRACTING PARTY of the
forecast increase in the number of contacts due to advertisements, campaigns,
news items and new regulations, among others, the CONTRACTED PARTY will have 45
(forty five) days to adapt the services rendered to the new characteristics,
advising the CONTRACTING PARTY of the new conditions to be applied to the
Contact Center services. This period will be required when the event(s)
prompt(s) an increase of more than 8% (eight per cent) of the planned monthly
traffic and / or a concentration of calls higher than 4.03% (four point zero
three per cent) on the Busiest Day (DMM), compared to the traffic for the month.

2.10 - In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the

                                     A-108
<PAGE>

CONTRACTING PARTY, doing its utmost in business terms to respond to the requests
issued thereby.

3 - BILLING

3.1 - Billing per Minute Spoken

3.1.1. The Billing per Minute Spoken should be calculated in compliance with the
following Items.

3.1.1.1 - The CONTRACTED PARTY, on the 16th (sixteenth) day of the month in
which service is being rendered, will ascertain the Minutes Spoken between the
16th (sixteenth) day of the previous month and the 15 (fifteenth) day of the
current month.

3.1.1.2 - The fines for non-compliance with the Performance Ratings (SLA) in
this Annex will be deducted from this amount.

3.1.1.3 - The Minute Spoken is taken being as the total service time spent by
the Customer Care Representatives (RAs) in a Group / Specialty to answer the
calls, including time spent on "conversation", "hold" and "Post-services", as
well as "SYSTEM PAUSE".

Calculation of Minutes Spoken: TMA X Calls Answered

                  60

3.2 - Overtime Billing

3.2.1 - Overtime due to ensuring compliance with the ANATEL Metering and
holidays is included in the Minute Spoken Price.

3.2.2 - Overtime due to seasonal campaigns and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed using the
current Menu Pricing.

3.3 - Training Billing

3.3.1 - Training Sessions run on overtime, as agreed between the CONTRACTING
PARTY and the CONTRACTED PARTY, should be charged in compliance with the Product
Menu, Overtime Item.

3.4 - Billing for Audible Response Unit (ARU) Ports, Digital Recording
Technology, Software and Systems in General, should be undertaken in accordance
with the Price List in this Contract.

3.5 - Halt in the Operations

3.5.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and identify
the necessary corrective actions.

3.5.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operation based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though

                                     A-109
<PAGE>

such an event had not occurred, consequently expunging the effects thereof from
the fines and volumes billed, based on the Performance Rating (SLA).

4 - STATEMENT OF SERVICES, APPROVAL AND ISSUE OF INVOICE BY THE CONTRACTED
PARTY:

4.1 - The Invoice (Nota Fiscal) will be issued by the 20th (twentieth) day of
each month.

4.2 - The CONTRACTED PARTY will forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(twenty-fifth) of each month and the CONTRACTING PARTY will forward the
validation within 2 (two) business days from the forwarding of information by
the CONTRACTED PARTY.

4.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice, if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.

5 - PERFORMANCE INDICATORS, PERFORMANCE RATINGS (SLA), BONUSES AND PENALTIES

5.1 - The Performance Indicators, Performance Ratings (SLA), Bonuses and
Penalties applicable to the CONTRACTED PARTY are presented in the following
Tables.

5.1.1 - Service Level for each 30 (thirty) minutes - each Customer Service
Group, other than Welcome and Back Office, has a specific Performance Rating
(SLA) and maximum penalty of 15% (fifteen per cent) of the full Billing for the
interval under assessment.

5.1.1.1 - Should the system go down, prompting repeat calls during the intervals
subsequent to the problem and downgrading the Rating, the Parties will assess
the situation and decide on the extent of the reduction or cancellation of the
penalty.

5.1.2 - % of the Group within the Average Attendance Time (TMA) Range - each
Customer Service Group, other than Welcome, Dealer and Back Office, has a
Specific Monthly Performance Rating (SLA) and maximum penalty of [*****] of its
full Billing.

5.1.3 - % Trouble Tickets (TTs) Opened X Calls Answered - each Customer Service
Group, other than Welcome, Technical Support and Back Office, has a Specific
Monthly Performance Rating (SLA) and maximum penalty of [*****] of its full
Billing. All calls answered from this public will be removed from the Indicator.

The Trouble Tickets (TTs) Opened and the Calls Answered by the Mixed and VIP
Cells will be entered in the accounts under the Post-Paid result (Post-Gold +
Post-Diamond).

5.1.3.1 - Responses to Prospects (non-customers): as there is no possibility of
recording a Trouble Ticket (TT), these calls cannot be included in the Indicator
Account.

                                     A-110
<PAGE>

5.1.3.2 - Whenever the system is not available and the Trouble Ticket (TT) is
consequently not recorded, all calls answered during the entire time the system
is down will be expunged from the Indicator.
<PAGE>

IND.01- SERVICE LEVEL

Pre-Paid

      -     The Service Level contracted for the Pre-Paid operations is 80/20,
            meaning 80% of the Incoming calls are answered within 20 seconds.

      -     The Service Level should be metered every half hour, as this is the
            reference for calculating the Penalties and Bonuses as required.

      The Penalties Table should be calculated in accordance with the following
      Table, with the percentage penalty being applied to the gross remuneration
      calculated on the traffic metered for the half hour in question:

<TABLE>
<CAPTION>
PERIOD     PERFORMANCE    DEGRADATION    FINE      CHECKED
------   --------------   -----------   -------   ---------
<S>      <C>              <C>           <C>       <C>
         >= 80%               N/A       [*****]   1/2 hour
         >= 78% - < 80%       N/A       [*****]
         >= 75% - < 78%       N/A       [*****]
         >= 73% - < 75%       N/A       [*****]
 All     >= 70% - < 73%       N/A       [*****]
         >= 60% - < 70%       N/A       [*****]
         >= 50% - < 60%       N/A       [*****]
         >= 40% - < 50%       N/A       [*****]
         >= 30% - < 40%       N/A       [*****]
         < 30%                N/A       [*****]
</TABLE>

      -     The Service Level Penalties will be quashed for the range between
            70% (inclusive) and 80%, for a certain number of days a month, which
            will be stipulated by the CONTRACTED PARTY and are not cumulative
            for carrying over to the subsequent month. The number of days open
            to such cancellation of fines will be defined by the number of
            Mondays in each month.

      -     The Service Level Penalties will be quashed in exceptional cases,
            for example, if the system goes down. In order to qualify for this
            cancellation, such facts should be notified and agreed with Oi
            within no more than D+1, taken as business days (Monday - Friday).

                                     A-112

<PAGE>

      -     Other examples for quashing fines: media notified without advance
            notice of 3 (three) business days and / or with demands higher than
            the installed capacity, external factors (transportation strike,
            floods, large-scale accidents), among others

IND.02 - Percentage of Trouble Tickets (TTs) opened per call answered

      -     The Trouble Ticket (TT) opening target is 100%, and may even exceed
            this figure as at least one Trouble Ticket (TT) should be opened for
            each call.

      -     Consider a penalty of [*****] on the Gross Billing, for each 1% (one
            per cent) drop in the Trouble Ticket (TT) Opening Rating. The
            calculation should be carried out to one decimal place, meaning that
            for a Performance Rating (SLA) of 99.5% (ninety nine point five per
            cent), the penalty will be [*****], and so on. The maximum penalty
            will be [*****].

      -     Exceptionally, the "Trouble Ticket (TT) Opening" indicator targets
            for 2004 and early 2005 for Pre-Paid will be:

                 -     November - 60%

                 -     December - 80%

                 -     January - 90%

                 -     February - 100%

IND.03 - Percentage within the Acceptable Average Attendance Time (TMA) Range:

The target for the "Average Attendance Time (TMA) Range" is shown in the
following Table, to be calculated on the basis of the Average Attendance Time
(TMA) for each operator through the formula given below for 2004 and from
January 2005 onwards:

      -     Average Attendance Time (TMA) Range = (Number of Operators with
            monthly TMA between 1.2 x TMA Operation and 0.67% x TMA Operation) /
            Total Number of Operators)

<TABLE>
<CAPTION>
                                                JANUARY 2005
      CELL         OCTOBER  NOVEMBER  DECEMBER     ONWARDS
-----------------  ------   --------  --------  ------------
<S>                <C>      <C>       <C>       <C>
    PRE-PAID         66%      68%       70%          70%

    POST-PAID        64%      66%       68%          70%

      MIXED          58%      60%       62%          65%

TECHNICAL SUPPORT    70%      70%       70%          70%

       VIP           80%      80%       80%          80%
</TABLE>

                                     A-113

<PAGE>

      -     New Operators (market) will be considered as from the 61st
            (sixty-first) day Pre-Paid and Dealer.

      -     New Operators (market) will be considered as from the 91st
            (ninety-first) day Post-Paid, Mixed.

      -     Operators migrating between operator cells will be considered as
            from 61 (sixty-one) days after the transfer.

      -     Operators answering less than 15% (fifteen per cent) of the average
            calls for the Group will not be included in the calculation.

      -     The indicator should be calculated on a monthly basis, with
            Penalties to be applied on the Gross Billings.

      -     The Indicator and the resulting penalty should be calculated
            separately for each Operations Cell.

      -     Consider a penalty of [*****] on the Gross Billing, for each 1% (one
            per cent) drop in the "TMA Range" indicator. The calculation should
            be carried out to one decimal place. The maximum penalty will be
            [*****].

                                     A-114

<PAGE>

13.2 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

      PRODUCT: Post Paid - Gold and Diamond Customers

      OPERATING HOURS: 24 hours x 7 days a week

      BILLING MODEL: Minute Spoken

      BILLING CALCULATION PERIOD: from the 16th (sixteenth) day of the previous
      month to the 15th (fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>
                                                       R$                 R$
 Site            Services               Unit    (Jan - Apr 2005)  (May 2005 onwards)
-------  ---------------------------  --------  ----------------  ------------------
<S>      <C>                          <C>       <C>               <C>
Niteroi  Price per minute             R$ / min      [*****]          [*****]

         Overtime 100% -- Operator    R$ / h        [*****]          [*****]

         Overtime 50% -- Operator     R$ / h        [*****]          [*****]

         Overtime 100% -- Supervisor  R$ / h        [*****]          [*****]

         Overtime 50% -- Supervisor   R$ / h        [*****]          [*****]

         Hours Training Operator      R$ / h        [*****]          [*****]

         Hours Training Supervisor    R$ / h        [*****]          [*****]
</TABLE>

GENERAL COMMENTS

1 - DEFINITIONS

CMS / BCMS: Traffic Control System for all calls received / made through the
Automatic Call Distributor (DAC).

                                     A-115
<PAGE>

CONTRACTED PARTY: CONTAX TNL S/A

CONTRACTING PARTY : TNL PCS S/A

DAC: Automatic Call Distributor.

DMM: Busiest Day

HE: Overtime.

HMM: Peak Period

HOLD TIME: Time that the Customer Care Representative (RA) keeps the customer
waiting during the call.

SERVICE LEVEL (NS): Quality Indicator giving the percentage of Calls Answered
Live with pre-set maximum waiting time.

SYSTEM PAUSE: Pause for the time used by the Customer Care Representative (RA)
to login, consult the supervisor and transfer conference calls.

POST-SERVICE: Pause used by the Customer Care Representative (RA) for Back
Office tasks supplementary to the services requested exclusively by OI, and for
registering the Trouble Ticket (TT) for information, request and / or complaint
after the customer hangs up on the call. This pause is configured on the
Automatic Call Distributor (DAC) directly in the Skill.

ATTENDANCE POSITION (PA): each unit making or receiving calls, and equipped with
the necessary customer service tools.

CUSTOMER CARE REPRESENTATIVE (RA)): Consists of the group of people trained to
work as tele-operators for Basic Customer Services, qualified for immediate
hire, depending on their availability.

SERVICE LEVEL AGREEMENT (SLA): Agreement on Service Levels

AVERAGE CONVERSATION TIME (TMC): average conversation time for live response.

AVERAGE ATTENDANCE TIME (TMA): Average duration of Calls Answered Live,
calculated in accordance with the following formula: TMA = TMC + Hold Time +
After Service+ SYSTEM PAUSE.

TROUBLE TICKET (TT): Record by the Customer Care Representative (RA) on the
Siebel for documenting customer information, requests and / or complaints.

ARU: Audible Response Unit.

2 - SIZING

2.1 - For services contracted per Minute Spoken, the CONTRACTING PARTY is
responsible for the preparation and delivery of the Live Response Calls
Forecast, Average Attendance Time (TMA) and Calls Answered by the Audible
Response Unit (ARU), for a quarter on a month by month basis, forwarded to the
CONTRACTED PARTY with 45 (forty five) days advance notice prior to the first

                                     A-116
<PAGE>

month covered by the Quarterly Forecast.

2.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast and submit it
to the CONTRACTED PARTY for its information and agreement within 5 (five)
business days.

2.3 - When the call traffic at the Contact Center exceeds 8% (eight per cent) of
the forecast, the CONTRACTED PARTY should consider the application of the
following "Monthly Forecast Deviation Table" for Billing purposes.

2.4 - When the call traffic at the Call Center falls below 8% (eight per cent)
of the forecast, the CONTRACTED PARTY should consider 92% (ninety two per cent)
of the monthly forecast call traffic, for Billing purposes.

           Monthly Minuting =  Total calls volume x TMA (in seconds)

                               60

2.5 - Once the CONTRACTED PARTY is notified by the CONTRACTING PARTY of an
increase call traffic due to advertisements, campaigns, news items and new
regulations, among others, the CONTRACTED PARTY will have 45 (forty five) days
to adapt to the new services to be rendered. After this period, the CONTRACTED
PARTY will advise the CONTRACTING PARTY of the new conditions to be applied to
the Contact Center services.

This period will be required when the event(s) prompt(s) an increase of more
than 8% (eight per cent) of the planned monthly traffic and / or a concentration
of calls higher than 4.03% (four point zero three per cent) on the Busiest Day
(DMM), compared to the traffic for the month.

2.6 - In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the CONTRACTING PARTY, doing its utmost in business and
operational terms to adapt to this request.

2.7 - When the monthly call traffic exceeds 8% (eight per cent) of the traffic
originally foreseen, the CONTRACTED PARTY should consider the application of the
following "Monthly Forecast Deviation Table" for Billing purposes.

                        MONTHLY FORECAST DEVIATION TABLE

<TABLE>
<CAPTION>
Deviation                       New Service Level -- % NS (% %)
---------                       -------------------------------
<S>                             <C>
  8.00%                                      100%

  9.00%                                       95%

 10.00%                                       90%

 11.00%                                       85%

 12.00%                                       80%

 13.00%                                       75%
</TABLE>

                                      A-117
<PAGE>

<TABLE>
<S>             <C>
14.00%          70%

15.00%          65%
</TABLE>

2.8 - For cases where the monthly call traffic falls below 92% (ninety two per
cent) of the traffic originally forecast, the CONTRACTED PARTY should take 92%
(ninety two per cent) of the monthly forecast calls traffic, for Billing
purposes.

      Definition of monthly traffic: monthly traffic = total volume of calls x
      TMA/60

2.9 - Once the CONTRACTED PARTY is notified by the CONTRACTING PARTY of the
forecast increase in the number of contacts due to advertisements, campaigns,
news items and new regulations, among others, the CONTRACTED PARTY will have 45
(forty five) days to adapt the services rendered to the new characteristics,
advising the CONTRACTING PARTY of the new conditions to be applied to the
Contact Center services. This period will be required when the event(s)
prompt(s) an increase of more than 8% (eight per cent) of the planned monthly
traffic and / or a concentration of calls higher than 4.03% (four point zero
three per cent) on the Busiest Day (DMM), compared to the traffic for the month.

2.10 - In the case outlined above, should it be unable to meet this deadline
promptly, the CONTRACTED PARTY will request an additional period in order to
meet the needs of the CONTRACTING PARTY, doing its utmost in business terms to
respond to the requests issued thereby.

3 - BILLING

3.1 - Billing per Minute Spoken

3.1.1. The Billing per Minute Spoken should be calculated in compliance with the
following Items.

3.1.1.1 - The CONTRACTED PARTY, on the 16th (sixteenth) day of the month in
which service is being rendered, will ascertain the Minutes Spoken between the
16th (sixteenth) day of the previous month and the 15th (fifteenth) day of the
current month.

3.1.1.2 - The fines for non-compliance with the Performance Ratings (SLA) in
this Annex will be deducted from this amount.

3.1.1.3 - The Minute Spoken is taken being as the total service time spent by
the Customer Care Representatives (RAs) in a Group / Specialty to answer the
calls, including time spent on "conversation", "hold" and "Post-services", as
well as "SYSTEM PAUSE".

Calculation of  Minute Spoken: TMA X Calls Answered

                 60

3.2 - Overtime Billing

                                      A-118
<PAGE>

3.2.1 - Overtime due to ensuring compliance with the ANATEL Metering and
holidays is included in the Minute Spoken Price.

3.2.2 - Overtime due to seasonal campaigns and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed using the
current Menu Pricing.

3.3 - Training Billing

3.3.1 - Training Sessions run on overtime, as agreed between the CONTRACTING
PARTY and the CONTRACTED PARTY, should be charged in compliance with the Product
Menu, Overtime Item.

3.4 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this AGREEMENT.

3.5 -- Halt in the Operations

3.5.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required.

3.5.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).

4 - STATEMENT OF SERVICES, APPROVAL AND ISSUE OF INVOICE BY THE CONTRACTED
PARTY:

4.1 - The Invoice (Nota Fiscal) will be issued by the 20th (twentieth) day of
each month.

4.2 - The CONTRACTED PARTY will forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month and the CONTRACTING PARTY will forward the validation
within two (2) business days from the forwarding of information by the
CONTRACTED PARTY.

4.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice, if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.

                                      A-119
<PAGE>

5 -- PERFORMANCE INDICATORS, PERFORMANCE RATINGS (SLA), BONUSES AND PENALTIES

5.1 - The Performance Indicators, Performance Ratings (SLA), Bonuses and
Penalties applicable to the CONTRACTED PARTY are presented in the following
Tables.

5.1.1 - Service Level for each 30 (thirty) minutes - each Customer Service
Group, other than Welcome and Back Office, has a specific Performance Rating
(SLA) and maximum penalty of 15% (fifteen per cent) of the full Billing for the
interval under assessment.

5.1.1.1 - Should the system go down, prompting repeat calls during the intervals
subsequent to the problem and downgrading the Rating, the Parties will assess
the situation and decide on the extent of the reduction or cancellation of the
penalty.

5.1.2 -- % of the Group within the Average Attendance Time (TMA) Range - each
Customer Service Group, other than Welcome, Dealer and Back Office, has a
specific monthly Performance Rating (SLA) and maximum penalty of 2% (two per
cent) of its full Billing.

5.1.3 -- % Trouble Tickets (TTs) Opened X Calls Answered - each Customer Service
Group, other than Welcome, Technical Support and Back Office, has a specific
monthly Performance Rating (SLA) and maximum penalty of 3.5% (three point five
per cent) of its full Billing. All calls answered from this public will be
removed from the Indicator.

The Trouble Tickets (TTS) Opened and the Calls Answered by the Mixed and VIP
Cells will be entered under the Post-Paid results (Post-Gold + Post-Diamond).

5.1.3.1 - Responses to Prospects (non-customers): as there is no possibility of
recording a Trouble Ticket (TT), these calls cannot be included in the Rating.

5.1.3.2 - Whenever the system is not available and the Trouble Ticket (TT) is
consequently not recorded, all calls answered during the entire time the system
is down will be expunged from the Indicator.

Performance Ratings (SLA)

IND.01- SERVICE LEVEL

Post-Paid

      -     The Service Level contracted for the Post-Paid operations is 90/20,
            meaning 90% of the Incoming calls are answered within 20 seconds.

      -     The Service Level should be metered every half hour, as this is the
            reference for calculating the Penalties and Bonuses as required.

      -     The Penalties Table should be calculated in accordance with the
            following Table, with the percentage penalty being applied to the
            gross remuneration calculated on the traffic metered for the half
            hour in question:

                                      A-120
<PAGE>

<TABLE>
<CAPTION>
PERIOD   PERFORMANCE     DOWNGRADE    FINE     CHECKED
------   -----------     ---------    ----     -------
<S>     <C>              <C>         <C>      <C>
        >= 90%              N/A      [*****]
        >= 88% - < 90%      N/A      [*****]
        >= 85% - < 88%      N/A      [*****]
        >= 83% - < 85%      N/A      [*****]
        >= 80% - < 83%      N/A      [*****]
 ALL    >= 70% - < 80%      N/A      [*****]  -1/2 hour
        >= 60% - < 70%      N/A      [*****]
        >= 50% - < 60%      N/A      [*****]
        >= 40% - < 50%      N/A      [*****]
        < 40%               N/A      [*****]
</TABLE>

      -     The Service Level Penalties will be quashed for the range between
            80% (inclusive) and 90%, for a certain number of days a month, which
            will be stipulated by the CONTRACTED PARTY and are not cumulative
            for carrying over to the subsequent month. The number of days open
            to such cancellation of fines will be defined by the number of
            Mondays in each month.

      -     The Service Level Penalties will be quashed in exceptional cases,
            for example, if the system goes down. In order to qualify for this
            cancellation, such facts should be notified and agreed with OI
            within no more than D+1, taken as business days (Monday - Friday).

      -     Other examples for quashing fines: media notified without advance
            notice of 3 (three) business days and / or with demands higher than
            the installed capacity (Contax to suggest the possible Volume /
            Service Level), external factors (transportation strike, floods,
            large-scale accidents), among others

IND.02 - Calls Qualifier (Percentage of Trouble Tickets (TTs) opened per call
answered) applicable to the Mixed and VIP cells.

      -     The Trouble Ticket (TT) opening target is 100%, and may even exceed
            this figure as at least one Trouble Ticket (TT) should be opened for
            each call.

      -     Consider a penalty of [*****] on the Gross Billing, for each 1% (one
            per cent) drop in the

                                     A-121
<PAGE>

      Trouble Ticket (TT) Opening Rating. The calculation should be carried out
      to one decimal place, meaning that for a Performance Rating (SLA) of 99.5%
      (ninety nine point five per cent), the penalty will be [*****], and so on.
      The maximum penalty will be [*****].

-     Exceptionally, the "Trouble Ticket (TT) Opening" indicator targets for
      2004 early 2005 for Post-Paid will be:

            -     November - 80%

            -     December - 90%

            -     January - 100%

IND.03 - Percentage within the Acceptable Average Attendance Time (TMA) Range:

The target for the "Average Attendance Time (TMA) Range" is shown in the
following Table, to be calculated on the basis of the Average Attendance Time
(TMA) for each operator through the formula given below for 2004 and from
January 2005 onwards:

         -  Average Attendance Time (TMA) Range = (Number of Operators with
            monthly TMA between 1.2 x TMA Operation and 0.67% x TMA Operation) /
            (Total Number of Operators)

         -  New Operators (market) will be considered as from the 61st
            (sixty-first) day Pre-Paid and Dealer.

         -  New Operators (market) will be considered as from the 91st
            (ninety-first) day Post-Paid, Mixed.

         -  Operators migrating between operator cells will be considered as
            from 61 (sixty-one) days after the transfer.

         -  Operators answering less than 15% (fifteen per cent) of the average
            calls for the Group will not be included in the calculation.

         -  The indicator should be calculated on a monthly basis, with
            Penalties to be applied on the Gross Billings.

         -  The Indicator and the resulting penalty should be calculated
            separately for each Operations Cell.

         -  Consider a penalty of [*****] on the Gross Billing, for each 1% (one
            per cent) drop in the "TMA Range" indicator. The calculation should
            be carried out to one decimal place. The maximum penalty will be
            [*****].

<TABLE>
<CAPTION>
                                                               January 05
        Cell             October     November      December      onwards
        ----             -------     --------      --------    ---------
<S>                      <C>         <C>           <C>         <C>
Pre-paid                   66%          68%           70%          70%
Post-paid                  64%          66%           68%          70%
Mixed                      58%          60%           62%          65%
Technical Support          70%          70%           70%          70%
VIP                        80%          80%           80%          80%
</TABLE>

                                     A-122
<PAGE>

13.3 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

      PRODUCT: Mixed Cell (OI Family, etc.), Technical Support, Dealer, VIP,
      Back Office and OI Welcome

      BILLING: Menu

      OPERATING HOURS: See the Operating Hours Table

      BILLING CALCULATION PERIOD: From the 16th (sixteenth) day of the previous
      month to the 15th (fifteenth) day of the current month.

Niteroi Site

Price List

<TABLE>
<CAPTION>
        Amount (R$)                Unit          Mixed       Support       Dealer        VIP       OI Welcome   Bo Dealer
        -----------                ----          -----       -------       ------        ---       ----------   ---------

<S>                            <C>              <C>          <C>          <C>          <C>         <C>          <C>
Basic Infrastructure           R$/Pa/month      [*****]      [*****]      [*****]      [*****]      [*****]      [*****]

Labor Force Operator           R$/Hc/month      [*****]      [*****]      [*****]      [*****]      [*****]      [*****]

Labor Force Supervisor         R$/Hc/month      [*****]      [*****]      [*****]      [*****]      [*****]      [*****]

Overtime 100% Operator            R$ / h        [*****]      [*****]      [*****]      [*****]      [*****]      [*****]

Overtime 50% Operator             R$ / h        [*****]      [*****]      [*****]      [*****]      [*****]      [*****]

Overtime 100% Supervisor          R$ / h        [*****]      [*****]      [*****]      [*****]      [*****]      [*****]

Overtime 50% Supervisor           R$ / h        [*****]      [*****]      [*****]      [*****]      [*****]      [*****]

Hours Training Operator           R$ / h        [*****]      [*****]      [*****]      [*****]      [*****]      [*****]

Hours Training Supervisor         R$ / h        [*****]      [*****]      [*****]      [*****]      [*****]      [*****]
</TABLE>

                                     A-123
<PAGE>

Niteroi Site

Price List

<TABLE>
<CAPTION>
                                                            BO           BO     BO CUSTOMER     BO       JOB      JOB DET
        AMOUNT (R$)              UNIT       BO UTI    RECONCILIATIONS  ANATEL     SERVICES   ACCOUNTS  INTRANET    CALL
---------------------------   -----------  -------    ---------------  -------  -----------  --------  --------   -------
<S>                           <C>          <C>        <C>              <C>      <C>          <C>       <C>        <C>
Basic Infrastructure          R$/Pa/month  [*****]        [*****]      [*****]    [*****]     [*****]   [*****]   [*****]

Labor Force Operator          R$/Hc/month  [*****]        [*****]      [*****]    [*****]     [*****]   [*****]   [*****]

Labor Force Supervisor        R$/Hc/month  [*****]        [*****]      [*****]    [*****]     [*****]   [*****]   [*****]

Overtime 100% -- Operator       R$ / h     [*****]        [*****]      [*****]    [*****]     [*****]   [*****]   [*****]

Overtime 50% Operator           R$ / h     [*****]        [*****]      [*****]    [*****]     [*****]   [*****]   [*****]

Overtime 100% -- Supervisor     R$ / h     [*****]        [*****]      [*****]    [*****]     [*****]   [*****]   [*****]

Overtime 50% Supervisor         R$ / h     [*****]        [*****]      [*****]    [*****]     [*****]   [*****]   [*****]

Hours Training Operator         R$ / h     [*****]        [*****]      [*****]    [*****]     [*****]   [*****]   [*****]

Hours Training Supervisor       R$ / h     [*****]        [*****]      [*****]    [*****]     [*****]   [*****]   [*****]
</TABLE>

Niteroi Site

Operating Hours Table

<TABLE>
<CAPTION>
       Cell                                                 Operating Hours
-----------------                    -----------------------------------------------------------------
<S>                                  <C>
Mixed                                         24 (twenty four) hours x 7 (seven) days x week

Technical Support                             24 (twenty four) hours x 7 (seven) days x week

Dealer                               18 (eighteen) hours x 6 (six) days x week / Sunday 10 (ten) hours

VIP                                           24 (twenty four) hours x 7 (seven) days x week
</TABLE>

                                     A-124
<PAGE>

<TABLE>
<S>                           <C>
OI Welcome                    12 (twelve) hours x 6 (six) days x week

BackOffice                    12 (twelve) hours x 6 (six) days x week
</TABLE>

GENERAL COMMENTS

1 - DEFINITIONS

CMS / BCMS: Traffic Control System for all calls received / made through the
Automatic Call Distributor (DAC).

CONTRACTED PARTY: CONTAX TNL S/A

CONTRACTING PARTY : TNL PCS S/A

DAC: Automatic Call Distributor.

HE: Overtime.

HOLD TIME: Time that the Customer Care Representative (RA) keeps the customer
waiting during the call.

SERVICE LEVEL (NS): Quality Indicator giving the percentage of Calls Answered
Live with pre-set maximum waiting time.

SYSTEM PAUSE: Pause for the time used by the Customer Care Representative (RA)
to login, consult the supervisor and transfer conference calls.

POST-SERVICE: Pause used by the Customer Care Representative (RA) for Back
Office tasks supplementary to the services, requested exclusively by OI and used
for registering the Trouble Ticket (TT), information, requests and / or
complaints after the customer hangs up on the call. This pause is configured on
the Automatic Call Distributor (DAC) directly in the Skill.

ATTENDANCE POSITION (PA): each unit making or receiving calls, and equipped with
the necessary customer service tools.

CUSTOMER CARE REPRESENTATIVE (RA): Consists of the group of people trained to
work as tele-operators for Basic Customer Services, qualified for immediate
hire, depending on their availability.

SERVICE LEVEL AGREEMENT (SLA): Agreement on Service Levels

AVERAGE CONVERSATION TIME (TMC): average conversation time for live response.

AVERAGE ATTENDANCE TIME (TMA): Average duration of Calls Answered Live,
calculated in accordance with the following formula: TMA = TMC + Hold Time +
Post-Service + SYSTEM PAUSE.

TROUBLE TICKET (TT): Record by the Customer Care Representative (RA) on the
Siebel

                                     A-125
<PAGE>

for documenting customer information, requests and / or complaints.

ARU: Audible Response Unit

2 -- SIZING

2.1 - The Average Attendance Time (TMA) and Calls Forecast used to size the
number of Attendance Positions (PAs) and Customer Care Representatives (RAs)
required to render the services should be drawn up for a three-month period on a
month by month basis, and forwarded to the CONTRACTED PARTY 45 (forty five) days
prior to the first month covered by the Quarterly Forecast.

2.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast and submit it
CONTRACTED PARTY for its information and agreement within 5 (five) business
days.

2.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Customer Care Representatives (RAs) required for the current month, only the
first month of the quarter is valid.

3 -- BILLING

3.1 - Billing for the Attendance Positions (PAs) - unit price for the "Basic
Infrastructure" as stipulated in the Price List, multiplied by the total number
of Attendance Positions (PAs) calculated through the specific Report taken from
the Traffic Control System (CMS).

Individual calculations will be carried out for the Billing based on the lowest
value between two types of calculation, in compliance with the following rules:

-     Different operations located on the same floor of a building will be
   charged by the sum of the Attendance Position (PA) Tables logged on each
   half-hour, subsequently checking the MAXTOP value. This calculation will be
   based on business days when the Customer Care Representatives (RAs) are not
   on holiday, defined below for each operation:

            -     Mixed - Monday - Friday

            -     Support - Monday - Friday

            -     Dealer - Monday - Friday

            -     VIP - Monday - Friday

            -     Back Office - Monday - Friday

            -     Welcome - Monday - Friday

IMPORTANT: This calculation should include the Attendance Positions (PAs)
(Infrastructure) assigned to the Customer Care Representatives (RAs) and shared
with another operation remunerated through the Speaking Time model.

-     Operations not located on the same floor of a building will be handled
      through

                                     A-126
<PAGE>

      individual analyses and the sum of the operations. The total value of the
      Attendance Positions (PAs) for Billing purposes will be calculated on the
      basis of the MAXTOP sum, with the optimization of the Attendance Positions
      (PAs) permitted only for Groups of 15 x 15 positions.

   Example:

<TABLE>
<CAPTION>
           OPERATION 1     OPERATION 2    OPERATION 1+ 2
<S>        <C>             <C>            <C>
12h            40              100             140

12:30h         55              130             185

13h            60               80             140

13:30h         50              100             150

14h            30               80             110
</TABLE>

      -     For maximum optimization, the total number of Attendance Positions
            (PAs) to be invoiced would be 185.

      -     For the model where maximum optimization is not possible, the
            Attendance Positions (PAs) will be broken down into Groups of 15 x
            15.

            Hypothetical Situation: for the 12:30h interval, there will be an
            overrun of 10 (ten) Attendance Positions (PAs) that will be
            remunerated.

            Calculation:

            Additional Attendance Positions (PAs) = result of dividing the (Sum
            of Operations - Operation 1 or 2) by 15.

            Demonstration: (185 - 130) = 55 / 15 = result of 3, with 10 left
            over.

            Total Attendance Positions (PAs) for Billing = 185+ 10 = 195

            The Billing will be for 190 Attendance Positions (PAs), representing
            the mean between 185 (Operations 1 + 2) and 195, with these 190
            Attendance Positions (PAs) being the lowest figure obtained by the
            two types of calculation (185 and 195).

3.1.1. - The number of Attendance Positions (PAs) calculated each day may not
exceed the number agreed by the Parties and based on the Sizing proposed by the

                                     A-127
<PAGE>

CONTRACTED PARTY, pursuant to Item 2.1.

3.1.2 - The CONTRACTED PARTY will be paid for the number of Attendance Positions
(PAs) higher than forecast for the day with the formal approval of the
CONTRACTING PARTY.

3.2 - Billing for the "Labor Force Operator" - unit price for the "Labor Force
Operator" / Customer Care Representative (RA) as shown in the Price List,
multiplied by the total number of Customer Care Representatives (RAs),
calculated in compliance with the following rules:

      -     The Sizing for the Customer Care Representatives (RAs) will include
            an increase of 3% (three per cent) to cover Absenteeism paid by the
            CONTRACTING PARTY.

      -     The calculation formula for the "Labor Force Operator" should be
            based on the Logged Agents Report taken from the Traffic Control
            System (CMS), for each interval of 30 (thirty) minutes, taking the
            "Labor Force Operator" working full-time on the Operation with
            payment for each Attendance Position (PA), in addition to the "Labor
            Force Operator" shared with a second Operation (Multiskill).

     For two cells remunerated by Attendance Position (PA), there is no
     alteration to the manner of calculating the remuneration of the Customer
     Care Representatives (RAs), as the first Operator skill defines the cell to
     which he belongs.

      -     For an operation not sharing the skills of the Customer Care
            Representatives (RAs) (single skill), the calculation of the
            remuneration will be carried out in compliance with the following
            formula :

 (Total Logged Agents for each 30 min. X 0.5 hour - Total Overtime + Total
                                    de Hours

                             Worked and Not Logged)

                   (6 hours) X (1 + Contracted Absenteeism 3%)

3.2.1 - The number of Customer Care Representatives (RAs) calculated each day
may not be higher than agreed by the Parties on the basis of the Sizing proposed
by the CONTRACTED PARTY, pursuant to Item 2.1.

3.2.2 - The CONTRACTED PARTY will be paid for the number of Customer Care
Representatives (RAs) higher than forecast for the day only with the formal
approval of the CONTRACTING PARTY.

3.3 - Billing for the "Labor Force Supervisor" - unit price for the" Labor Force
Supervisor" as stipulated in the Price List, multiplied by the total number of
Supervisors and calculated in compliance with the following rules:

3.3.1 - Each team with no more than 25 Customer Care Representatives (RAs) will
be allocated and billed for a Supervisor.

3.4 - Billing Overtime for Customer Services - will be charged in full, and the
portion of the unit cost of the "Labor Force Operator" and Labor Force
Supervisor", pursuant to the

                                     A-128
<PAGE>

Price List, in the situations listed below:

3.4.1 - ANATEL Metering Days - compliance with the regulations (SMP4).

3.4.2 - All Municipal, State and Federal holidays.

3.4.3 - Seasonal traffic and / or specific demands (tasks), with the formal
approval of the CONTRACTING PARTY.

3.5 - Training Billing

3.5.1 - Initial Training; Migration between Cells; and Training in New Products
and Services, as well as Promotion Campaigns, will be charged as defined in the
Menu under the Training Items.

3.5.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
Menu, under the Overtime Items.

3.6 -- Billing for the Audible Response Unit (ARU) Ports, CTI, Digital Recording
Technology, Software and Systems in general - In compliance with the Price List
in this CONTRACT.

4 -- HALTS IN THE OPERATIONS

4.1.1 -- For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required in order to remedy such situations.

4.1.2 -- When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should remunerate the
CONTRACTED PARTY based on the duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the services invoiced
and fines agreed for poor operating performance shown through the contractual
Performance Indicators: Service Level, % of the Group within the Average
Attendance Time (TMA) Range and % Trouble Tickets (TTS) Opened x Calls Answered.

5 - STATEMENT OF SERVICES, APPROVAL AND ISSUE OF INVOICE BY THE CONTRACTED PARTY

5.1.1 - The Invoice (Nota Fiscal) will be issued by the 20th (twentieth) day of
each month.

5.1.2 - The CONTRACTED PARTY will forward a detailed statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the by the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward
the validation within two (2) business days from the forwarding of information
by the CONTRACTED PARTY.

5.1.3 - The amounts charged through the Statement of Services Rendered refer to
the

                                     A-129
<PAGE>

services rendered between the 16th (sixteenth) day of the previous month and the
15th (fifteenth) day of the current month. By the 10th (tenth) day of the month
subsequent to that covered by the invoice, the CONTRACTED PARTY may present the
CONTRACTING PARTY with an updated Statement of Services Rendered, showing the
amount receivable or deductible from the invoice issued for the month subsequent
to that covered by the invoice if any difference is ascertained, provided the
CONTRACTING PARTY and the CONTRACTED PARTY agree on that..

6 -- PERFORMANCE INDICATORS, PERFORMANCE RATINGS (SLA), BONUSES AND PENALTIES:

6.1 - The Performance Indicators, Performance Ratings (SLA), Bonuses and
Penalties applicable to the CONTRACTED PARTY, are presented in the following
Tables:

6.1.1 - Service Level for the Month - each Customer Service Group, other than
Welcome and Back Office, has a specific Performance Rating (SLA) and maximum
penalty of 15% (fifteen per cent) of the full Billing for the interval under
assessment.

6.1.1.1 - Should the system go down, prompting repeat calls during the intervals
subsequent to the problem and downgrading the Indicator, the Parties will assess
the situation and decide on the extent of the reduction or cancellation of the
penalty.

6.1.2 -- % of the Group within the Average Attendance Time (TMA) Range - each
Customer Service Group, other than Welcome, Dealer and Back Office, has a
specific monthly Performance Rating (SLA) and maximum penalty of 2% (two per
cent) of its full Billing.

6.1.3 -- % Trouble Tickets (TTs) Opened X Calls Answered - each Customer Service
Group, other than Welcome, Technical Support and Back Office, has a specific
monthly Performance Rating (SLA) and maximum penalty of 3.5% (three point five
per cent) of its full Billing. All calls answered from this public will be
removed from the Indicator.

The Trouble Tickets (TTS) Opened and the Calls Answered by the Mixed and VIP
Cells will be entered under the Post-Paid results (Post-Gold + Post-Diamond).

6.1.3.1 - For responding to Prospects (non-customers), as there is no
possibility of recording a Trouble Ticket (TT), these calls can consequently not
be included in the Indicator.

6.1.3.2 - Whenever the system is not available and the Trouble Ticket (TT) is
consequently not recorded, all calls answered during the entire time the system
is down will be expunged from the Indicator.

6.1.4 -- The CONTRACTED PARTY will be awarded a bonus based on the COPERNICUS
Ranking. This bonus will be calculated through the Ranking obtained by each
Coverage Area. The Ranking should be weighted by the Total Facilities (Pre and
Post-Paid) for each Area.

Ex.: Area III -- Facilities 100,000 / Ranking: 3

   Area IV -- Facilities 200,000 / Ranking: 2

                                     A-130
<PAGE>

 Weighted Copernicus Ranking = (100,000 x 3 + 200,000 x 2) / (100,000 + 200,000)

- Bonus Table for calculating the Monthly Remuneration

<TABLE>
<CAPTION>
Copernicus Ranking       Monthly Bonus
<S>                      <C>
1                           500,000

> 1 - <= 1.5                400,000

> 1.5 - <= 2                200,000

> 2 - <= 2.6                100,000

> 2.6                             0
</TABLE>

-     Eligibility to receive the Bonus will be defined for the period between
   the months in which the field surveys are carried out, paid out as from the
   month checked.

   e.g..: if the survey is carried out in April 2005 and the Ranking reaches
   1.6, the monthly bonus will be R$ 200,000, with payment beginning in May 2005
   and ending in August 2005 (bonus for January - April 2005).

Should the second survey be carried out in August 2005, the eligibility of these
findings will be considered for the months between the surveys, namely
May - August 2005, with payments schedule for September-December 2005.

-     Should a survey be carried out prior to the complete settlement of a bonus
   awarded for an earlier survey, the outstanding amount will be settled in full
   in the month during which the second survey is analyzed.

For the example given above, assume another survey is carried out in July 2005.
In this case, an amount of R$ 400,000 will be paid out in July 2005 for March -
April 2005.

-     Any outstanding amounts of bonuses still payable by December 2005 should
   be settled in full.

-     The CONTRACTED PARTY should transfer at least 50% (fifty per cent) of the
award to the Operations, in the manner it deems appropriate and duly proven to
OL. Should these payments to the supplier be made by the CONTRACTING PARTY, the
taxed owed by the CONTRACTED PARTY on the amounts involved will be transferred
thereto in full.

6.1.5 -- The CONTRACTED PARTY will be awarded a bonus on the basis of the ANATEL
Ranking:

-     The CONTRACTED PARTY will be awarded a bonus on the basis of the ANATEL
   Complaints Ranking disclosed each month by this Regulator.

                                     A-131
<PAGE>

-     The Bonus Table stipulates remuneration of R$ 10,000 for each rank above
      10th place, with a cap of R$ 100,000. The Total Remuneration Formula is:

   e.g..: Remuneration for the month: (ANATEL Ranking - 10) x R$ 10,000

   Payment will always be made to the CONTRACTED PARTY in the month subsequent
   to that checked by ANATEL.

Performance Ratings (SLA)

IND.01- SERVICE LEVEL - 90%

   -  The Service Level contracted for the Mixed and Technical Support Cell
      operations is 90/20; meaning 90% of the Incoming calls are answered within
      twenty seconds.

   -  The Service Level contracted for the VIP Cell operations is 90/10; meaning
      90% of the Incoming calls are answered within ten seconds.

   -  The Service Level should be metered every half hour, as this is the
      reference for calculating the Penalties and Bonuses as required.

   -  The Penalties Table should be calculated in accordance with the following
      Table, with the percentage penalty being applied to the gross remuneration
      calculated on the traffic metered for the half hour in question:

                                     A-132
<PAGE>
<TABLE>
<CAPTION>
PERIOD         PERFORMANCE      DOWNGRADE          FINE         CHECKED
------       --------------     ---------         -------       -------
<S>          <C>                <C>               <C>           <C>
                 >= 90%            N/A            [*****]

             >= 88% - < 90%        N/A            [*****]

             >= 85% - < 88%        N/A            [*****]

             >= 83% - < 85%        N/A            [*****]

             >= 80% - < 83%        N/A            [*****]       monthly
All
             >= 70% - < 80%        N/A            [*****]

             >= 60% - < 70%        N/A            [*****]

             >= 50% - < 60%        N/A            [*****]

             >= 40% - < 50%        N/A            [*****]

                 < 40%             N/A            [*****]
</TABLE>

      -     The Service Level Penalties will be quashed for the range between
            80% (inclusive) and 90%, for a certain number of days a month, which
            will be stipulated by the CONTRACTED PARTY and are not cumulative
            for carrying over to the subsequent month. The number of days open
            to such cancellation of fines will be defined by the number of
            Mondays in each month.

      -     The Service Level Penalties will be quashed in exceptional cases,
            for example, if the system goes down. In order to qualify for such
            cancellation, such facts should be notified and agreed with OI
            within no more than D+1, taken as business days (Monday - Friday).

      -     Other examples for quashing fines: media notified without advance
            notice of 3 (three) business days and / or with demands higher than
            the installed capacity (Contax to suggest the possible Volume /
            Service Level), external factors (transportation strike, floods,
            large-scale accidents), among others.

IND.02 - Calls Qualifier (Percentage of Trouble Tickets (TTs) opened per call
answered) applicable to the Mixed and VIP cells.

      -     The Trouble Ticket (TT) opening target is 100%, and may even exceed
            this figure as at least one Trouble Ticket (TT) should be opened for
            each call.

      -     Consider a penalty of [*****] on the Gross Billing, for each 1% (one
            per cent) drop in the Trouble Ticket (TT) opening Indicator. The
            calculation should be carried out to one decimal place, meaning that
            for a Performance Rating (SLA) of 99.5% (ninety nine point five per
            cent),

                                     A-133

<PAGE>

            the penalty will be [*****], and so on. The maximum penalty will be
            [*****].

      -     Exceptionally, the "Trouble Ticket (TT) Opening" indicator targets
            for 2004 early 2005 for Mixed and VIP will be:

                  -     November - 80%

                  -     December - 90%

                  -     January - 100%

IND.03 - Percentage within the Acceptable Average Attendance Time (TMA) Range -
Range. Applicable to the Mixed, VIP and Technical Support Cells

      -     The target for the "Average Attendance Time (TMA) Range" is shown in
            the following Table, to be calculated on the basis of the Average
            Attendance Time (TMA) for each operator through the formula given
            below for 2004 and from January 2005 onwards:

            -     Average Attendance Time (TMA) Range = (The number of operators
                  with monthly TMA between 1.2 x TMA Operation and 0.67% x TMA
                  Operation) / (Total Number of Operators)

<TABLE>
<CAPTION>
                                                               January 05
      Cell               October     November      December     onwards
-----------------        -------     --------      --------    ----------
<S>                      <C>         <C>           <C>         <C>
Pre-paid                   66%          68%           70%          70%
Post-paid                  64%          66%           68%          70%
Mixed                      58%          60%           62%          65%
Technical Support          70%          70%           70%          70%
VIP                        80%          80%           80%          80%
</TABLE>

            -     New Operators (market) will be considered as from the 61st
                  (sixty-first) day / Pre-Paid and Dealer.

            -     New Operators (market) will be considered as from the 91st day
                  / Post-Paid, Mixed.

            -     Operators migrating between operator cells will be considered
                  as from 61 (sixty-one) days after the transfer.

            -     Operators answering less than 15% (fifteen per cent) of the
                  average calls for the Group will not be included in the
                  calculation.

            -     The indicator should be calculated on a monthly basis, with
                  Penalties to be applied on the Gross Billings.

            -     The Indicator and the resulting penalty should be calculated
                  separately for each Operations Cell.

            -     Consider a penalty of [*****] on the Gross Billing, for each
                  1% (one per cent) drop in the "TMA Range" indicator. The
                  calculation should be carried out to one decimal place. The
                  maximum penalty will be [*****].

IND.04 - SERVICE LEVEL - Dealer

      -     The Service Level contracted for the Dealer Operations is 80/20,
            meaning that 80% of the Incoming calls are answered within 20
            seconds.

                                     A-134

<PAGE>

      -     The Service Level should be metered every half hour, as this is the
            reference for calculating the Penalties and Bonuses as required.

The Penalties should be calculated in accordance with the following Table, with
the percentage penalty being applied to the gross remuneration, based on the
traffic metered for the half hour in question:

<TABLE>
<CAPTION>
PERIOD            PERFORMANCE       DOWNGRADE    FINE         CHECKED
------          ---------------     ---------    ----         --------
<S>             <C>                 <C>          <C>          <C>
                >= 80%                 N/A         0%

                >= 78% -  < 80%        N/A         1%

                >= 75% -  < 78%        N/A         2%

                >= 73% -  < 75%        N/A         3%

                >= 70% -  < 73%        N/A         4%
All                                                           1/2 hour
                >= 60% -  < 70%        N/A         6%

                >= 50% -  < 60%        N/A         8%

                >= 40% -  < 50%        N/A        10%

                >= 30% -  < 40%        N/A        12%

                < 30%                  N/A        15%
</TABLE>

      -     The Service Level Penalties will be quashed for the range between
            70% (inclusive) and 80%, for a certain number of days a month, which
            will be stipulated by the CONTRACTED PARTY and are not cumulative
            for carrying over to the subsequent month. The number of days open
            to such cancellation of fines will be defined by the number of
            Mondays in each month.

      -     The Service Level Penalties will be quashed in exceptional cases,
            for example, if the system goes down. In order to qualify for such
            cancellation, such facts should be notified and agreed with OI
            within no more than D+1, taken as business days (Monday - Friday).

      -     Other examples for quashing fines: media notified without advance
            notice of 3 (three) business days and / or with demands higher than
            the installed capacity, external factors (transportation strike,
            floods, large-scale accidents), among others.

TRAINING:

The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:

      -     INITIAL TRAINING: Consists of the Training required for each
            operator to begin work in the respective service cells, in order to
            ensure a proper understanding of the various types of information
            related thereto.

            Service metered by Minute Spoken: Responsibility of the CONTRACTED
            PARTY. This includes the start-up of a service, as well as the
            replacement of operators due to normal staff turnover.

            Service metered by Attendance Position (PA): Responsibility of the
            CONTRACTING PARTY, PURSUANT to the Training Man-hours Price List.

      REFRESHER TRAINING: Consists of Training providing updated information for
      the respective service cells, upgrading the operators rendering the
      services as follows:

                                     A-135

<PAGE>

      -     The CONTRACTED PARTY is responsible for the Refresher Training
            costs, for no more than 5 (five) days/year per operator. The costs
            of any additional periods will be for the account of the CONTRACTING
            PARTIES, in accordance with the Training Man-hours Price List or
            Minute Spoken, for operations measured by Attendance Position (PA)
            or Minute Spoken, respectively, which constitutes an integral part
            of this document.

DURATION

The services covered in this chart will be supplied for a period of 6 (six)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI CUSTOMER SERVICE", rendered by
the CONTRACTED PARTY, provided the respective impact thereof does not result in
an annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                     A-136

<PAGE>

14. OI BUSINESS

The annual estimated fee for this service is [*****].

14.1 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA).

SERVICE: OI BUSINESS

BILLING: Menu

OPERATING HOURS: 12 (twelve) hours x 7 (seven) days x week

BILLING CALCULATION PERIOD: - from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month

Prices

<TABLE>
<CAPTION>
 SITE                         SERVICES                               UNIT                  R$
-------         ------------------------------------                -------              -------
<S>             <C>                                                 <C>                  <C>
                Basic Infrastructure                                R$ / PA              [*****]

                Labor Force Operator                                R$ / HC              [*****]

                Labor Force Supervisor                              R$ / HC              [*****]

                Overtime 100% -- Operator                           R$ / h               [*****]

                Overtime 50% -- Operator                            R$ / h               [*****]

Niteroi         Overtime 100% -- Supervisor                         R$ / h               [*****]

                Overtime 50% -- Supervisor                          R$ / h               [*****]

                Hours Training Operator                             R$ / h               [*****]

                Hours Training Supervisor                           R$ / h               [*****]

                Specialized Supervisor / Labor Force                R$ / h               [*****]

                Labor Force Coordinator                             R$ / HC              [*****]
</TABLE>

                                     A-137

<PAGE>

GENERAL CHARACTERISTICS

1 - SIZING

1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.

1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.

1.3 -- For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2 -- BILLING

2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List

2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.

2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the CMS System

2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)

2.1.5 -- The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day

2.2 -- Labor Force Billing

2.2.1 -- The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)

2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING

                                     A-138

<PAGE>

PARTY has agreed to increase the number of people on the calculation day

2.2.5 -- The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume

2.3 -- Overtime Billing

2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:

2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;

2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

2.4 -- Training Billing

2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.

2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.

2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.

2.6. Halt in the Operations

2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required

2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).

2.7 -- Issuing and Checking the Invoice

2.7.1 -- The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

2.7.2 -- The CONTRACTED PARTY will forward a detailed Statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each MONTH, AND THE CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY..

                                     A-139

<PAGE>

2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.

                                     A-140

<PAGE>

14.2 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA).

Service: BO SERVICES OI BUSINESS

Billing: Menu

Operating Hours: 12 (twelve) hours x 6 (six) days x week

Billing Calculation Period: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month -

Prices

<TABLE>
<CAPTION>
 SITE                         SERVICES                UNIT          R$
-------             ---------------------------   -----------    -------
<S>                 <C>                           <C>            <C>
                    Basic Infrastructure            R$ / PA      [*****]

                    Labor Force Operator          R$/Hc/month    [*****]

                    Labor Force Supervisor        R$/Hc/month    [*****]

                    Overtime 100% -- Operator       R$ / h       [*****]
Niteroi
                    Overtime 50% -- Operator        R$ / h       [*****]

                    Overtime 100% -- Supervisor     R$ / h       [*****]

                    Overtime 50% -- Supervisor      R$ / h       [*****]

                    Hours Training Operator         R$ / h       [*****]

                    Hours Training Supervisor       R$ / h       [*****]
</TABLE>

General Characteristics

1-- SIZING

1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.

1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.

                                     A-141

<PAGE>

1.3 -- For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2 -- BILLING

2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List

2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.

2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS).

2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)

2.1.5 -- The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day

2.2 -- Labor Force Billing

2.2.1 -- The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).

2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day

2.2.5 -- The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume

2.3 -- Overtime Billing

2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:

2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;

                                     A-142

<PAGE>

2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

2.4 -- Training Billing

2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.

2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.

2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.

2.6. Halt in the Operations

2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required

2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).

2.7 -- Issuing and Checking the Invoice

2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

2.7.2 -- The CONTRACTED PARTY will forward a detailed statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY..

2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.

                                     A-143

<PAGE>

14.3 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA)

Service: BO CONTESTATIONS OI BUSINESS

Billing: Menu

Operating Hours: 12 (twelve) hours X 6 (six) days x week

Billing Calculation Period: - from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>
 SITE                      SERVICE                     UNIT                 R$
-------          ---------------------------       -----------           -------
<S>              <C>                               <C>                   <C>
                 Basic Infrastructure              R$/Pa/month           [*****]

                 Labor Force Operator              R$/Hc/month           [*****]

                 Labor Force Supervisor            R$/Hc/month           [*****]

                 Overtime 100% -- Operator           R$ / h              [*****]
Niteroi
                 Overtime 50% -- Operator            R$ / h              [*****]

                 Overtime 100% -- Supervisor         R$ / h              [*****]

                 Overtime 50% -- Supervisor          R$ / h              [*****]

                 Hours Training Operator             R$ / h              [*****]

                 Hours Training Supervisor           R$ / h              [*****]
</TABLE>

General Characteristics

1-- SIZING

1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.

1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.

                                     A-144

<PAGE>

1.3 -- For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2 -- BILLING

2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List

2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.

2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS).

2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1).

2.1.5 -- The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day.

2.2 -- Labor Force Billing

2.2.1 -- The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)

2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day

2.2.5 -- The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume

2.3 -- Overtime Billing

                                     A-145

<PAGE>

2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:

2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;

2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

2.4 -- Training Billing

2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.

2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.

2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.

2.6. Halt in the Operations

2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required.

2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).

2.7 -- Issuing and Checking the Invoice

2.7.1 -- The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

2.7.2 -- The CONTRACTED PARTY will forward a detailed statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY.

2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the

                                     A-146

<PAGE>

services rendered between the 16th (sixteenth) day of the previous month and the
15th (fifteenth) day of the current month. By the 10th (tenth) day of the month
subsequent to that covered by the invoice, the CONTRACTED PARTY may present the
CONTRACTING PARTY with an updated Statement of Services Rendered, showing the
amount receivable or deductible from the invoice issued for the month subsequent
to that covered by the invoice if any difference is ascertained, provided the
CONTRACTING PARTY and the CONTRACTED PARTY agree on that.

                                     A-147

<PAGE>

14.4 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA)

Service: RETENTION OI BUSINESS

Billing: Menu

Operating Hours: 12 (twelve) hours x 6 (six) days x week

Billing Calculation Period: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>
 SITE                          SERVICE                        UNIT         R$
-------         ------------------------------------      -----------   -------
<S>             <C>                                       <C>           <C>
                Basic Infrastructure                      R$/Pa/month   [*****]

                Labor Force Operator                      R$/Hc/month   [*****]

                Labor Force Supervisor                    R$/Hc/month   [*****]

                Overtime 100% -- Operator                   R$ / h      [*****]

                Overtime 50% -- Operator                    R$ / h      [*****]
Niteroi
                Overtime 100% -- Supervisor                 R$ / h      [*****]

                Overtime 50% -- Supervisor                  R$ / h      [*****]

                Hours Training Operator                     R$ / h      [*****]

                Hours Training Supervisor                   R$ / h      [*****]

                Specialized Supervisor / Labor Force      R$/Hc/month   [*****]
</TABLE>

General Characteristics:

1-- SIZING

1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.

1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward

                                     A-148

<PAGE>

it to the CONTRACTED PARTY for its information and agreement.

1.3 -- For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2 -- BILLING

2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List

2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.

2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)

2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)

2.1.5 -- The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day

2.2 -- Labor Force Billing

2.2.1 -- The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)

2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day

2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume

                                     A-149

<PAGE>

2.3 -- Overtime Billing

2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:

2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;

2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

2.4 -- Training

2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.

2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.

2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this AGREEMENT.

2.6. Halt in the Operations

2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required

2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).

2.7 -- Issuing and Checking the Invoice

2.7.1 -- The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

2.7.2 -- The CONTRACTED PARTY will forward a detailed statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY.

2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the

                                     A-150

<PAGE>

services rendered between the 16th (sixteenth) day of the previous month and the
15th (fifteenth) day of the current month. By the 10th (tenth) day of the month
subsequent to that covered by the invoice, the CONTRACTED PARTY may present the
CONTRACTING PARTY with an updated Statement of Services Rendered, showing the
amount receivable or deductible from the invoice issued for the month subsequent
to that covered by the invoice if any difference is ascertained, provided the
CONTRACTING PARTY and the CONTRACTED PARTY agree on that.

                                     A-151

<PAGE>

14.5 SERVICES CHART, PRICES, GENERAL CHARACTERISTICS, PERFORMANCE RATINGS (SLA)

Service: BO RETENTION OI BUSINESS

Billing: Menu

Operating Hours: 12 (twelve) hours x 6 (six) days x week

Billing Calculation Period: - from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month

Prices

<TABLE>
<CAPTION>
 SITE                    SERVICES                             UNIT         R$
-------        ---------------------------                -----------   -------
<S>            <C>                                        <C>           <C>
               Basic Infrastructure                       R$/Pa/month   [*****]

               Labor Force Operator                       R$/Hc/month   [*****]

               Labor Force Supervisor                     R$/Hc/month   [*****]

               Overtime 100% -- Operator                     R$ / h     [*****]

               Overtime 50% -- Operator                      R$ / h     [*****]

               Overtime 100% -- Supervisor                   R$ / h     [*****]

Niteroi        Overtime 50% -- Supervisor                    R$ / h     [*****]

               Hours Training Operator                       R$ / h     [*****]

               Hours Training Supervisor                     R$ / h     [*****]

               Assistants                                 R$/Hc/month   [*****]

               Analyst                                    R$/Hc/month   [*****]
</TABLE>

General Characteristics

1- SIZING

1.1 -- The forecast figures for the Attendance Positions (PAs) and Labor Force
should be

                                     A-152

<PAGE>

drawn up for the next three months, on a month by month basis, and forwarded to
the CONTRACTED PARTY 45 (forty five) days prior to the first month covered by
the Quarterly Forecast.

1.2 -- The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.

1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2 -- BILLING

2.1 -- Billing the Attendance Positions (PAs) - Basic Infrastructure in the
Price List

2.1.1 -- The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 -- The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.

2.1.3 -- This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS).

2.1.4 -- The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1).

2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day

2.2 - Labor Force Billing

2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 -- The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3 -- The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).

2.2.4 -- The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day

                                     A-153

<PAGE>

2.2.5 -- The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume.

2.3 -- Overtime Billing

2.3.1 -- Overtime is not included in the Labor Force Price, and should be
charged separately as follows:

2.3.2 -- All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;

2.3.3 -- Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

2.4 -- Training Billing

2.4.1 -- Initial Training and Product Training will be charged in compliance
with Table above.

2.4.2 -- The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.

2.5 -- Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.

2.6 -- Halt in the Operations

2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required

2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).

2.7 -- Issuing and Checking the Invoice

2.7.1 -- The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

                                     A-154

<PAGE>

2.7.2 -- The CONTRACTED PARTY will forward a detailed Statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each month and the CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY..

2.7.3 -- The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.

TRAINING:

The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:

      -     Initial Training: Consists of the Training required for each
            operator to begin work in the respective service cells, in order to
            ensure a proper understanding of the various types of information
            related thereto.

            Service metered by Minute Spoken: Responsibility of the CONTRACTED
            PARTY. This includes the start-up of a service, as well as the
            replacement of operators due to normal staff turnover.

            Service metered by Attendance Position (PA): Responsibility of the
            CONTRACTING PARTY, pursuant to the Training Man-hours Price List.

      Refresher Training: Consists of Training providing updated information for
      the respective service cells, upgrading the operators rendering the
      services as follows:

      -     The CONTRACTED PARTY is responsible for the Refresher Training
            costs, for no more than 5 (five) days/year per operator. The costs
            of any additional periods will be for the account of the CONTRACTING
            PARTIES, in accordance with the Training Man-hours Price List for
            Minute Spoken, for operations measured by Attendance Position (PA)
            or Minute Spoken, respectively, which constitutes an integral part
            of this document.

DURATION

The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

REDUCTION OF SERVICE

                                     A-155

<PAGE>

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI Business Services", rendered
by the CONTRACTED PARTY, provided the respective impact thereof does not result
in an annual reduction of more than [*****] of the revenues posted over the past
12 (twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                     A-156
<PAGE>

15. THT Retention / Velox Business

The annual estimated fee for this service is [*****].

15.1 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).

Service: RET THT / VELOX BUSINESS

Billing: Menu

Operating Hours: 12 (twelve) hours x 6 (six) days x week

Billing Calculation Period: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>
 Site                 Service                          Unit             R$
-------    ------------------------------------     -----------      -------
<S>        <C>                                      <C>              <C>
           Basic Infrastructure                     R$/Pa/month      [*****]

           Labor Force Operator                     R$/Hc/month      [*****]

           Labor Force Supervisor                   R$/Hc/month      [*****]

           Overtime 100% -- Operator                  R$ / h         [*****]

Niteroi    Overtime 50% -- Operator                   R$ / h         [*****]

           Overtime 100% -- Supervisor                R$ / h         [*****]

           Overtime 50% --  Supervisor                R$ / h         [*****]

           Hours Training Operator                    R$ / h         [*****]

           Hours Training Supervisor                  R$ / h         [*****]

           Specialized Supervisor / Labor Force     R$/Hc/month      [*****]
</TABLE>

GENERAL CHARACTERISTICS

1- SIZING

1.1 - The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the

                                      A-157
<PAGE>

Quarterly Forecast.

1.2 - The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.

1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2 - BILLING

2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List

2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 - The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.

2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)

2.1.4 - The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)

2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day

2.2 - Labor Force Billing

2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3 - The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).

2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day

2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume

2.3 - Overtime Billing

2.3.1 - Overtime is not included in the Labor Force Price, and should be charged

                                     A-158
<PAGE>

separately as follows:

2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;

2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

2.4 - Training Billing

2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.

2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.

2.5 - Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.

2.6. Halt in the Operations

2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required

2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).

2.7 - Issuing and Checking the Invoice

2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

2.7.2 - The CONTRACTED PARTY forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month and the CONTRACTING PARTY will forward the validation
within two (2) business days from the forwarding of information by the
CONTRACTED PARTY.

2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING

                                      A-159
<PAGE>

PARTY and the CONTRACTED PARTY agree on that

                                      A-160
<PAGE>

15.2 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).

Service: BO RET THT / VELOX BUSINESS

Billing: Menu

Operating Hours: 12 (twelve) hours x 6 (six) days x week

Billing Calculation Period: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>

 Site                  Service                Unit           R$
---------    -------------------------    -------------    -------
<S>          <C>                          <C>              <C>
             Basic Infrastructure          R$/Pa/month     [*****]

             Labor Force Operator          R$/Hc/month     [*****]

             Labor Force Supervisor        R$/Hc/month     [*****]

             Overtime 100% -- Operator       R$ / h        [*****]

Niteroi      Overtime 50% -- Operator        R$ / h        [*****]

             Overtime 100% -- Supervisor     R$ / h        [*****]

             Overtime 50% -- Supervisor      R$ / h        [*****]

             Hours Training Operator         R$ / h        [*****]

             Hours Training Supervisor       R$ / h        [*****]
</TABLE>

GENERAL CHARACTERISTICS

1- SIZING

1.1 - The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.

1.2 - The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.

                                     A-161
<PAGE>

1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2 - BILLING

2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List

2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 - The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.

2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)

2.1.4  The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)

2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day

2.2 - Labor Force Billing

2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3 - The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).

2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day

2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume

2.3 - Overtime Billing

2.3.1 - Overtime is not included in the Labor Force Price, and should be charged
separately as follows:

2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;

                                      A-162
<PAGE>

2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

2.4 - Training Billing

2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.

2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.

2.5 - Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.

2.6. Halt in the Operations

      2.6.1. For occurrences that may result in a halt in the operations, the
      causes thereof should be identified in order to allocate responsibility
      and liability as required

      2.6.2. When the causes are related to the infrastructure and / or
      technology that is the responsibility of the CONTRACTING PARTY, it should
      pay remuneration for the operations based on duration of the halt and the
      consequences thereof. The CONTRACTED PARTY should be remunerated as though
      such an event had not occurred, consequently expunging the effects thereof
      from the fines and volumes billed, based on the Performance Rating (SLA).

2.7 - Issuing and Checking the Invoice

2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

2.7.2 - The CONTRACTED PARTY forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month and the CONTRACTING PARTY will forward the validation
within two (2) business days from the forwarding of information by the
CONTRACTED PARTY.

2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.

                                      A-163
<PAGE>

The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:

      -     INITIAL TRAINING: Consists of the Training required for each
            operator to begin work in the respective service cells, in order to
            ensure a proper understanding of the various types of information
            related thereto.

            Service metered by Minute Spoken: Responsibility of the CONTRACTED
            PARTY. This includes the start-up of a service, as well as the
            replacement of operators due to normal staff turnover.

            Service metered by Attendance Position (PA): Responsibility of the
            CONTRACTING PARTY, PURSUANT to the Training Man-hours Price List.

      REFRESHER TRAINING: Consists of Training providing updated information for
      the respective service cells, upgrading the operators rendering the
      services as follows:

      -     The CONTRACTED PARTY is responsible for the Refresher Training
            costs, for no more than 5 (five) days/year per operator. The costs
            of any additional periods will be for the account of the CONTRACTING
            PARTIES, in accordance with the Training Man-hours Price List for
            Minute Spoken, for operations measured by Attendance Position (PA)
            or Minute Spoken, respectively, which constitutes an integral part
            of this document.

DURATION

The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "THT Retention /Velox Business",
rendered by the CONTRACTED PARTY, provided the respective impact thereof does
not result in an annual reduction of more than [*****] of the revenues posted
over the past 12 (twelve) months by the CONTRACTED PARTY for this product. When
such reduction exceeds [*****], the additional amount will be considered as
partial rescission, being subject to a rescissory fine in such case equivalent
to the amount corresponding to the amount by which the monthly revenues are
reduced, multiplied by [*****]. This amount should be calculated without
including the [*****] reduction permitted as described above, taking into
consideration only the amount exceeding the reduction limit allowed for the
CONTRACTING PARTY. The fine should be paid by the CONTRACTING PARTY reducing the
services requested from the CONTRACTED PARTY, both adopting this stance and
taking the proportional aspects of the revenues into consideration.

                                      A-164
<PAGE>

16. OI COLLECTIONS

The annual estimated fee for this service is [*****].

16.1 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).

Service: COLLECTIONS IN - (INCOMING)

Billing: Attendance Position (PA) + Hours Menu

Operating Hours: 12 (twelve) hours x 6 (six) days x week

Billing Calculation Period: - From the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>
  Site                Service               Unit         R$
-----------   -------------------------     ------     ------
<S>           <C>                           <C>        <C>
              Attendance Position           R$/PA      [*****]

              Overtime 100% -- Operator     R$ / h     [*****]

              Overtime 50% -- Operator      R$ / h     [*****]

              Overtime 100% -- Supervisor   R$ / h     [*****]

Niteroi/MG    Overtime 50% -- Supervisor    R$ / h     [*****]

              Hours Training Operator       R$ / h     [*****]

              Hours Training Supervisor     R$ / h     [*****]
</TABLE>

GENERAL CHARACTERISTICS

1- SIZING

1.1 - The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.

1.2 - The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward

                                     A-165
<PAGE>

it to the

CONTRACTED PARTY for its information and agreement.

1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2 - BILLING

2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List

2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 - The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.

2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)

2.1.4 - The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)

2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day

2.2 - Labor Force Billing

2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3  The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1).

2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day

2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume

2.3 - Overtime Billing

2.3.1 - Overtime is not included in the Labor Force Price, and should be charged

                                     A-166
<PAGE>

separately as follows:

2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;

2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

2.4 - Training Billing

2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.

2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.

2.5 - Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.

2.6. Halt in the Operations

2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required

2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).

2.7 - Issuing and Checking the Invoice

2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

2.7.2 - The CONTRACTED PARTY forward a detailed statement to the CONTRACTING
PARTY covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month and the CONTRACTING PARTY will forward the validation
within two (2) business days from the forwarding of information by the
CONTRACTED PARTY.

2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING

                                     A-167
<PAGE>

PARTY and the CONTRACTED PARTY agree on that.

                                     A-168
<PAGE>

16.2 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).

Service: OI COLLECTIONS OUT - (OUTGOING)

Billing: Attendance Position (PA) + Hours Menu

Operating Hours: 12 (twelve) hours x 6 (six) days x week

Billing Calculation Period: From the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>
 Site                   Service                       Unit          R$
----------    --------------------------------     -----------    ------
<S>           <C>                                 <C>             <C>
              Attendance Position                     R$/PA       [*****]

              Overtime 100% -- Operator               R$ / h      [*****]

              Overtime 50% -- Operator                R$ / h      [*****]

              Overtime 100% -- Supervisor             R$ / h      [*****]

              Overtime 50% -- Supervisor              R$ / h      [*****]

              Hours Training Operator                 R$ / h      [*****]

Niteroi/MG    Hours Training Supervisor               R$ / h      [*****]

              Labor Force Operator off line        R$/Hc/month    [*****]

              Overtime 100% -- Operator off line      R$ / h      [*****]

              Overtime 50% -- Operator off line       R$ / h      [*****]

              Hours Training Operator off line        R$ / h      [*****]
</TABLE>

GENERAL CHARACTERISTICS

- SIZING

1.1 - The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.

1.2 - The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it

                                     A-169
<PAGE>

to the CONTRACTED PARTY for its information and agreement.

1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2  BILLING

2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List

2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 - The Max Top is calculated on a daily basis, except for days off and
holidays for this Product Service Group.

2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)

2.1.4 - The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)

2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day

2.2 - Labor Force Billing

2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3 - The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)

2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day

2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume.

2.3 - Overtime Billing

2.3.1 - Overtime is not included in the Labor Force Price, and should be charged
separately as follows:

2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the

                                      A-170
<PAGE>

prices in this Product Price List;

2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

2.4 - Training Billing

2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.

2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item

2.5  Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.

2.6. Halt in the Operations

2.6.1. For occurrences that may result in a halt in the operations, the causes
thereof should be identified in order to allocate responsibility and liability
as required

2.6.2. When the causes are related to the infrastructure and / or technology
that is the responsibility of the CONTRACTING PARTY, it should pay remuneration
for the operations based on duration of the halt and the consequences thereof.
The CONTRACTED PARTY should be remunerated as though such an event had not
occurred, consequently expunging the effects thereof from the fines and volumes
billed, based on the Performance Rating (SLA).

2.7 - Issuing and Checking the Invoice

2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

2.7.2 - The CONTRACTED PARTY will forward a detailed Statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each MONTH, AND THE CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY.

2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.

                                     A-171
<PAGE>

16.3 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA) and Training Sessions

Service: BO COLLECTIONS

Billing: Attendance Position (PA) + Hours Menu

Operating Hours: 12 (twelve) hours x 6 (six) days x week

Billing Calculation Period: - From the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>
Site                 Service               Unit       R$
-----------   -------------------------    ------    ------
<S>           <C>                          <C>       <C>
              Attendance Position          R$/PA     [*****]

              Overtime 100% -- Operator    R$ / h    [*****]

              Overtime 50% -- Operator     R$ / h    [*****]

Niteroi/MG    Overtime 100% -- Supervisor  R$ / h    [*****]

              Overtime 50% -- Supervisor   R$ / h    [*****]

              Hours Training Operator      R$ / h    [*****]

              Hours Training Supervisor    R$ / h    [*****]
</TABLE>

GENERAL CHARACTERISTICS

1- SIZING

1.1  The forecast figures for the Attendance Positions (PAs) and Labor Force
should be drawn up for the next three months, on a month by month basis, and
forwarded to the CONTRACTED PARTY 45 (forty five) days prior to the first month
covered by the Quarterly Forecast.

1.2  The CONTRACTING PARTY should draw up the Quarterly Forecast, and forward
it to the CONTRACTED PARTY for its information and agreement.

1.3 - For the purposes of billing the number of Attendance Positions (PAs) and
Labor Force, only the first month of the quarter is valid.

2  BILLING

                                     A-172
<PAGE>

2.1 - Billing the Attendance Positions (PAs) - Basic Infrastructure in the Price
List

2.1.1 - The volume of Basic Attendance Positions (PAs) for calculating the
Invoice is the average Max Top for the days calculated.

2.1.2 - The Max Top is calculated on a daily basis, except for days off and
HOLIDAYS FOR THIS PRODUCT SERVICE GROUP.

2.1.3 - This calculation is carried out through the Max Top function (maximum
number of Attendance Positions (PAs) logged during the thirty-minute interval)
of the Traffic Control System (CMS)

2.1.4 - The volume of Attendance Positions (PAs) calculated on a daily basis
may not be higher than stipulated in the forecast for the month in question,
received by the CONTRACTED PARTY with 45 (forty five) days advance notice (Item
1)

2.1.5 - The volume calculated may be higher than the forecast only with the
approval of the CONTRACTING PARTY to increase the number of Attendance Positions
(PAs) on the calculation day

2.2 - Labor Force Billing

2.2.1 - The base Labor Force volume for calculating the Invoice is the average
number of employees at work during the Billing period.

2.2.2 - The Labor Force volume is calculated on a daily basis for the number of
people working on the first day of the Billing period, excluding dismissals,
resignations, vacations and sick leave on a daily basis, among others.

2.2.3 - The volume of people calculated on a daily basis may not be higher than
stipulated in the forecast for the month in question, received by the CONTRACTED
PARTY with 45 (forty five) days advance notice (Item 1)

2.2.4 - The volume calculated may be higher than the forecast when the
CONTRACTING PARTY has agreed to increase the number of people on the calculation
day

2.2.5 - The CONTRACTED PARTY add to the base Labor Force volume for calculating
the Invoice an absenteeism adjustment of 3% (three per cent) of the base volume

2.3 - Overtime Billing

2.3.1 - Overtime is not included in the Labor Force Price, and should be charged
separately as follows:

2.3.2 - All overtime will be billed as related to ANATEL and on holidays,
according to the prices in this Product Price List;

2.3.3 - Overtime due to seasonal factors and specific demands will be charged
after approval of the volume by the CONTRACTING PARTY and billed according to
the price listed for this product.

                                     A-173
<PAGE>

2.4 - Training Billing

2.4.1 - Initial Training and Product Training will be charged in compliance with
Table above.

2.4.2 - The Training Sessions held during overtime and agreed between the
CONTRACTING PARTY and the CONTRACTED PARTY, should be charged in compliance with
the Product Menu, Overtime Item.

2.5 - Audible Response Unit (ARU) Port Billing, recording, software and systems
in general, should be undertaken in accordance with the Other Products Table in
this CONTRACT.

2.6. Halt in the Operations

      2.6.1. For occurrences that may result in a halt in the operations, the
      causes thereof should be identified in order to allocate responsibility
      and liability as required

      2.6.2. When the causes are related to the infrastructure and / or
      technology that is the responsibility of the CONTRACTING PARTY, it should
      pay remuneration for the operations based on duration of the halt and the
      consequences thereof. The CONTRACTED PARTY should be remunerated as though
      such an event had not occurred, consequently expunging the effects thereof
      from the fines and volumes billed, based on the Performance Rating (SLA).

2.7 - Issuing and Checking the Invoice

2.7.1 - The Invoice (Nota Fiscal) should be issued by the 20th (twentieth) day
of each month.

2.7.2 - The CONTRACTED PARTY will forward a detailed Statement to the
CONTRACTING PARTY covering the services rendered and the respective Billing by
the 16th (sixteenth) of each MONTH, AND THE CONTRACTING PARTY will forward the
validation within two (2) business days from the forwarding of information by
the CONTRACTED PARTY.

2.7.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.

TRAINING:

                                      A-174
<PAGE>

The types of Training required to perform of the services are described below,
in addition to defining the Party bearing the costs thereof:

      -     INITIAL TRAINING: Consists of the Training required for each
            operator to begin work in the respective service cells, in order to
            ensure a proper understanding of the various types of information
            related thereto.

            Service metered by Attendance Position (PA): Responsibility of the
            CONTRACTING PARTY, PURSUANT to the Training Man-hours Price List.

      -     REFRESHER TRAINING: Consists of Training providing updated
            information for the respective service cells, upgrading the
            operators rendering the services as follows:

            The CONTRACTED PARTY is responsible for the Refresher Training
            costs, for no more than 5 (five) days/year per operator. The costs
            of any additional periods will be for the account of the CONTRACTING
            PARTIES, in accordance with the Training Man-hours Price List, for
            operations measured by Attendance Position (PA), which constitutes
            an integral part of this document.

DURATION

The services covered in this chart will be supplied for a period of 5 (five)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services constituting this product called "OI COLLECTIONS", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                      A-175
<PAGE>

17. TELEMAR OTHER SERVICES

The annual estimated fee for this service is [*****].

17.1 Services Chart, Prices, General Characteristics, Performance Ratings
(SLA).

List of Telomere services not specified in Annexes 102, 104, Velox, Corporate,
URC and Business

BILLING: Full Attendance Position (PA) / Productivity

BILLING CALCULATION PERIOD: from the 16th (sixteenth) day of the previous month
to the 15th (fifteenth) day of the current month

Prices for FULL ATTENDANCE POSITION (PA) - Site RJ

<TABLE>
<CAPTION>
                                                         R$                              R$
                                              (first three years of the     (after first three years of
Service                                                contract)*                   the contract)**
-------                                                ----------                   ---------------
<S>                                           <C>                           <C>
Credit Analysis                                        [*****]                        [*****]

Back Office Velox -- Ombudsman (Jewel PA )             [*****]                        [*****]

Corporate Job / Fax Desk                               [*****]                        [*****]

Ombudsman -- PA x 8 hours (supervision)                [*****]                        [*****]

Ombudsman -- PA x 8 hours                              [*****]                        [*****]

Ombudsman -- PA x 12 Hs                                [*****]                        [*****]

Velox Process Support                                  [*****]                        [*****]

Velox Back Office                                      [*****]                        [*****]

CCQ Retention                                          [*****]                        [*****]

Linha Expressa  Hot Line                               [*****]                        [*****]
</TABLE>

                                      A-176
<PAGE>

<TABLE>
<S>                                                    <C>                            <C>
Special Civil Courts                                   [*****]                        [*****]

Help Desk TI Level 1                                   [*****]                        [*****]

Help Desk TI Level 2                                   [*****]                        [*****]

Help Desk TI PA Extended                               [*****]                        [*****]

Facilities                                             [*****]                        [*****]

Services - Solutions Center                            [*****]                        [*****]

Projeto Gol Provider                                   [*****]                        [*****]
</TABLE>

PRICE PER RECORD HANDLED - Productivity - Site RJ

<TABLE>
<CAPTION>
                              R$                              R$
                   (first three years of the      (after first three years of
Service                    contract)*                     the contract)**
<S>                <C>                            <C>
Clean-up                    [*****]                        [*****]
</TABLE>

The CONTRACTED PARTY should stipulate the prices for the services in Reais,
calculated to 3 (three) decimal places.

PRICES FOR FULL ATTENDANCE POSITION (PA) - Site MG

<TABLE>
<CAPTION>
                                                          R$                               R$
                                              (first three years of the       (after first three years of
SERVICE                                               contract)*                       the contract)**
-------                                               ----------                       ---------------
<S>                                           <C>                             <C>
Staff Discount                                           [*****]                        [*****]

Customer Services Web Velox                              [*****]                        [*****]

Customer Services Web Velox/ Chat On Line                [*****]                        [*****]

Business  Reutel                                         [*****]                        [*****]

Business - Help Desk TI Level 1 -- eight h               [*****]                        [*****]

Business  - Help Desk TI Level 1 -- 6 h                  [*****]                        [*****]

Services  Solutions Center                               [*****]                        [*****]
</TABLE>

                                     A-177
<PAGE>

<TABLE>
<S>                                                      <C>                            <C>
Telemar Message Service                                  [*****]                        [*****]
</TABLE>

PRICES FOR FULL ATTENDANCE POSITION (PA) - Site  BA

<TABLE>
<CAPTION>
                                        R$                              R$
                            (first three years of the       (after first three years of
SERVICE                              contract)*                   the contract)**
---------------------       -------------------------       ---------------------------
<S>                         <C>                             <C>
Advanced Screening                  [*****]                         [*****]

Quality                             [*****]                         [*****]

CAS                                 [*****]                         [*****]

Denunciation Hot Line               [*****]                         [*****]

Back Office                         [*****]                         [*****]
</TABLE>

PRICES FOR FULL ATTENDANCE POSITION (PA) - CE SITE

<TABLE>
<CAPTION>
                                                         R$                               R$
                                              (first three years of the       (after first three years of
Service                                                contract)*                     the contract)**
---------------------------------------       -------------------------        --------------------------
<S>                                           <C>                              <C>
Services -- Back Office Services -- PA 8 h             [*****]                          [*****]

Services -- Back Office Services -- PA 12 h            [*****]                          [*****]

  Services -- Solutions Desk -- PA 12 h                [*****]                          [*****]

    Services -- Solutions Center                       [*****]                          [*****]

   Advanced Screening -- Back Office                   [*****]                          [*****]
</TABLE>

* Prices with discount during the first three years, due to the use of partially
depreciated call center assets, acquired from the CONTRACTING PARTY

** These amounts will be subject to monetary restatement on an annual basis,
pursuant to Clause 8.8 of this Agreement

1. GENERAL CHARACTERISTICS

                                      A-178
<PAGE>

1.1. Attendance Position (PA) -

      1.1.1. The implementation period for Sizing new services will depend on
      the technical resources required and the amount of time needed for
      recruitment and training the Human Resources specifically for each service
      requested by the CONTRACTING PARTY, WHICH should be agreed by the Parties.

      1.1.2. For implementation period for Sizing existing services should
      comply with the duration (in hours) of training defined for each service
      already contracted.

      1.1.3. Having confirmed the possibility of the CONTRACTED PARTY providing
      additional Attendance Positions (PAs), the Parties will agree on such
      increase, in addition to alterations to the price thereof, guaranteeing
      the payment of such amounts.

      1.1.4. In order to handle possible future campaigns whose dates should be
      notified by the CONTRACTING PARTY, the increase in the agreed number of
      Attendance Positions (PAs) should always be tailored to and facilities
      available at the site(s), and may be requested from the CONTRACTED PARTY
      with advance notice of 3 (three) business days for operations on
      Saturdays, Sundays and holidays, and with advance notice of 15 (fifteen)
      days for business days. It is hereby agreed that these periods may be
      altered through common agreement by the Parties.

      1.1.5. The Attendance Positions (PAs) to be added to the services may not
      be contracted for less than 30 (thirty) days.

      1.1.6. Any reduction in the Attendance Positions (PAs) should be requested
      by the CONTRACTING PARTY with 15 (fifteen) days advance notice, and may
      not exceed 10% (ten per cent) of the monthly average number of Attendance
      Positions (PAs) allocated to the services, with it being hereby
      established that the Parties may agree on a shorter period and / or alter
      the percentage stipulated above should this be feasible for the customer
      services.

      1.1.7. Should the reduction in the Attendance Positions (PAs) requested by
      the CONTRACTING PARTY result in a fraction, it is hereby agreed that this
      will be rounded up to the full number above than fraction.

2. BILLING

2.1 Halts in the Operations

      2.1.1. For occurrences that may result in a halt in the operations, the
      causes thereof should be identified in order to allocate responsibility
      and liability as follows:

      2.1.2. When the causes are related to personnel management processes and /
      or technological facilities maintenance contracts, responsibility will be
      assigned to the CONTRACTED PARTY, which should bill for the operations
      actually performed.

      2.1.3. When the causes are related to the infrastructure and / or lack of
      investments in technology, responsibility will be assigned to the
      CONTRACTING PARTY, which should be pay remuneration for the following
      operations, considered for Billing Purposes: Services contra

                                      A-179
<PAGE>

            tad by Attendance Position (PA): Billing for 100% (one hundred per
            cent) of the Attendance Positions (PAs) approved for the period;

      2.1.4. Other occurrences - such as partial halts, outside events, downtime
      or brief slowdowns in the system that may adversely affect the performance
      of the operations and that are proven to have been caused by factors that
      are the sole responsibility of the CONTRACTING PARTY - should be
      remunerated to the CONTRACTED PARTY, substituting the adversely affected
      period by a similar period and calculated on the basis of the records for
      the past 3 (three) months.

2.2 Loss of Billing Information

      2.2.1 In situations where there is a partial or total loss of billing
      information for a period, and once all attempts have been exhausted to
      recover the data, the CONTRACTING PARTY should remunerate the CONTRACTED
      PARTY, replacing the adversely affected period by a similar period
      calculated on the basis of the historical records for the 3 (three)
      previous months

2.3. The Billing of the services contracted by Attendance Positions (PAs) should
be handled in compliance with the following conditions:

      a. On the 16th (sixteenth) day of the month in which the service is being
      rendered, the CONTRACTED PARTY will calculate the average number of the
      Attendance Positions (PAs) logged on during peak periods (HMM) (average of
      the -1/2 hours) for the business days from the 16th (sixteenth) day of the
      previous month to the 15th (fifteenth) day of the current month, jointly
      with the CONTRACTING PARTY, based on the Reports agreed between the
      Parties, and duly documented.

2.4. The Attendance Positions (PAs) will be deemed active when occupied for at
least four consecutive hours logged under any of the status situations listed
below:

      a. In service (conversation, hold and / or post-service);

      b. Paused, provided that this does not exceed 25 minutes;

      c. Waiting to attend.

3. HUMAN RESOURCES

3.1. Staff Selection

      3.1.1. The following Table presents the curricular requirements to be
      taken into consideration for the recruitment and selection of candidates
      for the Positions listed in this Table:

                                     A-180
<PAGE>

<TABLE>
<CAPTION>
                                                              Information
Services    Position      Education         Experience        Technology
--------   -----------  -------------   -------------------   -----------
<S>        <C>          <C>             <C>                   <C>
                                        Information; six
                                        months Customer
                         High School    Services                Windows
           Operator I      Diploma      (desirable)           environment

Services   Operator II   High School    6 months Operator I     Windows
                           Diploma      (desirable)           environment

                                        1 year  Supervisor
                        Undergraduate   Customer Services
           Supervisor    (desirable)    (desirable)             Office
</TABLE>

3.2.  Training

      3.2.1. The CONTRACTED PARTY is responsible for training its staff in
      response and negotiation techniques, as well as transferring all the
      training supplied by the CONTRACTING PARTY.

      3.2.2. The CONTRACTING PARTY will be responsible for the Multiplicatory
      Agent Training Sessions required to render the services covered by this
      Annex, such as: training sessions focused on the legacy systems, products
      and services required to perform the operating activities, in addition to
      the costs of such training sessions, but with no responsibility for the
      infrastructure that will transfer these activities to the operators.

3.3.  Initial Training

      3.3.1. The following Table presents the Modules constituting the
      Capacity-Building Program for new employees hired by the CONTRACTED PARTY.
      The Parties may update the content of these Programs at any time in order
      to adapt them to the requirements of the operations, provided that common
      agreement is reached thereon.

                                     A-181
<PAGE>

<TABLE>
<CAPTION>
                                                                    QUALITY
                                                        OPERATOR    MONITOR    Supervisor
-----------------------------------------------------   --------    -------    ----------
<S>                                                     <C>         <C>        <C>
BEHAVIOR MODULE

Basic Customer Care Procedures.                            X           X           X

ORGANIZATION MODULE

Overview of Telecommunications, Organizational /
Institutional Aspects Telemar.                             X           X           X

OPERATIONS MODULE

Legacy Systems, Scripts and Procedures.                    X           X           X

MONITORING MODULE

Monitoring, Recording and Feedback Procedures.                         X

ADMINISTRATION AND LEADERSHIP MODULE / Staff and Team
Management                                                                         X
</TABLE>

      3.3.2. The CONTRACTED PARTY should ensure that the operators begin work
      only after they have completed the Initial Training Module, having
      obtained grades that comply with the pre-defined approval ratings.

3.4. Capacity-building

      3.4.1. The CONTRACTED PARTY should schedule the Capacity-Building Training
      Sessions on the bases of the following criteria:

<TABLE>
<S>                       <C>            <C>
OTHER SERVICES GROUP      Monitoring      20  min/ month
                           Training      360  min/ month
</TABLE>

          3.4.2. The CONTRACTED PARTY plan ahead and assign high priority to the
          Capacity-Building Training Sessions in order to restore satisfactory
          operator service standards, as described below:

            a. Operators scoring monitoring grades below 85 (eighty five);

            b. Operators with scores below the acceptable standard stipulated in
            the Quality Certification process (CEQUAL);

                                     A-182
<PAGE>

            c. Unsatisfactory results in the Customer Satisfaction Survey or
            Operator Performance Quality Monitoring services;

            d. Results rated as unsatisfactory by ANATEL in terms of Operator
            conduct;

            e. Alterations to processes, procedures, business rules and / or
            technology that affect the operator services.

      3.4.3. Any hypotheses not covered in this document and situations where
      the volume of Training Sessions required exceeds the implementation
      capacity thereof, will be agreed upon by the Parties.

      3.4.4. The duration of the Capacity-Building Training Sessions should
      comply with the provisions in Item 4.4 of this Annex.

      3.4.5. For Capacity-Building purposes, the training times allocated to
      topics and priorities as defined by the Monitoring and Satisfaction
      Surveys Ratings will be taken under consideration, ensuring that the
      duration thereof is assigned to subjects ranked as high priority.

      3.4.6. The Parties should agree on the duration (in hours) of the
      Capacity-Building Training Sessions, required for special responses and
      new services.

      3.4.7. The CONTRACTED PARTY should schedule the Training Sessions in
      compliance with the operator workloads, so that the service standards are
      not adversely affected thereby, necessarily sized to the scale of the
      operator capacity-building and training schedules.

      3.4.8. The CONTRACTED PARTY should forward to the CONTRACTING PARTY the
      monthly service and training schedules for each site, with information on
      the services covered by the Training Sessions, the number of operators to
      be trained, duration (in hours), and the location of the Training
      Sessions.

      3.4.9. The CONTRACTED PARTY should forward to the CONTRACTING PARTY a
      Monthly Training Control Report and Refresher Courses held during the
      previous month and containing pertinent information, such as attendance
      and grades (where applicable).

3.5. Additional Training Sessions

      a. For Training Sessions not covered in Items 4.3 and 4.4, the CONTRACTING
      PARTY should draw up a training schedule for the Multiplicatory Agents,
      lasting no more than 10 (ten) days, to be delivered to the CONTRACTED
      PARTY with advance notice of 2 (two) days prior to the start of the
      Training Sessions. The CONTRACTED PARTY should ensure that its
      Multiplicatory Agents are available, provided that they are not involved
      in other Training Sessions.

      b. The CONTRACTED PARTY should draw up the Operator Training Program with
      the objective of implementing the effective rendering of the services
      within no more than 15 (fifteen) days, as from the end of the
      Multiplicatory Agent Training Sessions.

      c. Should the CONTRACTING PARTY request a Training Plan that requires
      overtime or unforeseen outlays, such outlays will be for the account
      thereof, with such amounts being estimated and agreed among the Parties
      prior to the start of the Training Sessions.

                                     A-183
<PAGE>

      d. Should the Operator Training Program exceed 10 (ten) days, the
      CONTRACTING PARTY should draw up a training schedule that does not
      adversely affect the Performance Ratings (SLA) of the operations.

4. DURATION

The services listed in this chart will be supplied for a period of 5 (five)
years. On expiry of his period, the supply of the services will be automatically
renewed for 5 (five) years, unless any of the Parties decide otherwise. Should
any of the Parties decide not to extend the contract, the Party adopting such
decision should notify the other with advance notice of 180 (one hundred and
eighty) days, all as stipulated in Item 14.1 of the Services Agreement
regulating the business relationship in question.

5. REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services in this Group, called "TELEMAR - OTHER SERVICES", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                     A-184
<PAGE>

      18. OI OTHER SERVICES

The annual estimated fee for this service is [*****].

18.1 Services Chart, Prices, General Characteristics, Performance Ratings (SLA).

OTHER SERVICES

BILLING: Menu

Operating Hours:

Billing Calculation Period: - from the 16th (sixteenth) day of the previous
month to the 15th (fifteenth) day of the current month.

Prices

<TABLE>
<CAPTION>
  Site                   Services                           Unit             R$
-------   -----------------------------------------   ------------------   -------
<S>       <C>                                         <C>                  <C>
Niteroi   ARU Port 2003                                    R$/port         [*****]

          ARU Port 2002                                    R$/port         [*****]

          Easyphone Dialer                                R$/License       [*****]

          Nicelog - Recording Port                         R$/port         [*****]

          Nicelog - Monitoring Port                        R$/port         [*****]

          Microsoft Office                                R$/License       [*****]

          Training  Nice Universe                           R$/Hc          [*****]

          Training Nice Reporter                            R$/Hc          [*****]

          GMK -  Minimum Monthly Cost                         R$           [*****]

          GMK - Additional Hours                             R$/h          [*****]

          Wittel - Form Development Hours                    R$/h          [*****]

          Wittel - Report Development x Integration          R$/h          [*****]

          Nice - Recording                                 R$/port         [*****]

          ARU Development                                    R$/h          [*****]
</TABLE>

                                     A-185
<PAGE>

<TABLE>
<S>       <C>                                         <C>                  <C>
          Leasing projectors                          R$/projector/month   [*****]

          Direct Talk BO Customer Service Licenses       R$/License        [*****]

</TABLE>

Note: The positions, wages and prices for once-off location-specific demands for
labor that are not covered under Other Products in this Annex will be defined on
a case-by-case basis and approved by the CONTRACTING PARTY before issuing the
relevant invoices.

GENERAL CHARACTERISTICS

1 - Request

1.1 - For Other Services requiring analysis prior to performance, the
CONTRACTING PARTY should formally notify the CONTRACTED PARTY with 30 (thirty)
days advance notice, providing the technical specifications for the service and
stipulation the desired duration thereof. For recurring services, advance notice
of at least 5 (five) business days is required.

1.2 - The CONTRACTED PARTY will define the quantity of in-house and third party
resources required the technical feasibility, the need for investments and
outlays not covered in this Menu, and the compliance / delivery deadlines for
the project or requirement.

1.3 -- The CONTRACTED PARTY will advise the CONTRACTING PARTY of the amounts and
deadlines for responding to the request / project, with the latter issuing its
approval for the performance of the service.

2 -- Billing

2.1 - The Billing for Other Services rendered should cover in-house and third
party resources for each service, multiplied by the unit price in compliance
with the Price List in this document.

3 - STATEMENT OF SERVICES, APPROVAL AND ISSUE OF INVOICE BY THE CONTRACTED
PARTY:

3.1 - The Invoice (Nota Fiscal) shall be issued by the 20th (twentieth) day of
each month.

3.2 - The CONTRACTED PARTY forward a detailed statement to the CONTRACTING PARTY
covering the services rendered and the respective Billing by the 16th
(sixteenth) of each month, and the CONTRACTING PARTY will forward the validation
within 2 (two) days from the forwarding of information by the CONTRACTED PARTY.

                                     A-186
<PAGE>

3.3 - The amounts charged through the Statement of Services Rendered refer to
the services rendered between the 16th (sixteenth) day of the previous month and
the 15th (fifteenth) day of the current month. By the 10th (tenth) day of the
month subsequent to that covered by the invoice, the CONTRACTED PARTY may
present the CONTRACTING PARTY with an updated Statement of Services Rendered,
showing the amount receivable or deductible from the invoice issued for the
month subsequent to that covered by the invoice if any difference is
ascertained, provided the CONTRACTING PARTY and the CONTRACTED PARTY agree on
that.

DURATION

The services listed in this chart will be supplied for a period of 6 (six)
years. On expiry of this period, the supply of the services will be
automatically renewed for 5 (five) years, unless any of the Parties decide
otherwise. Should any of the Parties decide not to extend the contract, the
Party adopting such decision should notify the other with advance notice of 180
(one hundred and eighty) days, all as stipulated in Item 14.1 of the Services
Agreement regulating the business relationship in question.

REDUCTION OF SERVICE

The Parties hereby agree that the CONTRACTING PARTIES may reduce one or all of
the services in this Group, called "OI OTHER SERVICES", rendered by the
CONTRACTED PARTY, provided the respective impact thereof does not result in an
annual reduction of more than [*****] of the revenues posted over the past 12
(twelve) months by the CONTRACTED PARTY for this product. When such reduction
exceeds [*****], the additional amount will be considered as partial rescission,
being subject to a rescissory fine in such case equivalent to the amount
corresponding to the amount by which the monthly revenues are reduced,
multiplied by [*****]. This amount should be calculated without including the
[*****] reduction permitted as described above, taking into consideration only
the amount exceeding the reduction limit allowed for the CONTRACTING PARTY. The
fine should be paid by the CONTRACTING PARTY reducing the services requested
from the CONTRACTED PARTY, both adopting this stance and taking the proportional
aspects of the revenues into consideration.

                                     A-187
<PAGE>

Annex II -- Service Order

                                                            SERVICE ORDER

<TABLE>
<S>                                    <C>
SAP CONTRACT N(DEGREE):
SERVICE ORDER N(DEGREE):
REQUESTED BY:
DATE OF REQUEST:
REQUEST CONTACT:
CONTAX CONTACT:

DEFINITION OF SERVICE AND
PERFORMANCE SITE(s):

RESOURCES (INVESTMENTS & FACILITIES)    Check Table listing the Responsibilities for Investments & Facilities Costs

REMUNERATION :                          The remuneration will comply with the matters agreed in the Services Chart,
                                        Prices, General Characteristics, Performance Ratings and Training appended to
                                        SAP Contract n degrees [describe]

Approvals:

                                        REQUESTED BY                  CONTAX
</TABLE>

                                                 A-188