Share Purchase Agreement for Common Shares 
                                     issued by Embratel Participacoes S.A. with 
                                     the option of scheduled payment, as 
                                     stipulated below:


This Share  Purchase  Agreement,  made and  entered  into this 4th day of August
1998, by and between the UNION,  represented in the manner set forth in art. 10,
items V, "b" and VII of Decree Law 147,  of February  3, 1967,  by the  Attorney
General's Office of the National Treasury, according to the delegation of powers
registered  in  Ordinance  PGFN/PG No. 410, of July 15,  1998,  published in the
Official  Journal  of the  Union on July 16,  1998,  to the  Banco  Nacional  de
Desenvolvimento  Economico e Social - BNDES, which in this act is represented by
the Manager of its Capital  Market  Department,  Mr.  Carlos  Alves  Vidinha,  a
Brazilian, married, administrator, bearer of identity card No. 3.225.536, issued
by IFP/RJ,  and registered in the Individual  Taxpayer Registry CPF/MG under No.
385.467.607-72,  according to the  sub-delegation  of powers registered in BNDES
Ordinance No. 76, of July 20, 1998, and STARTEL  PARTICIPACOES  LTDA., a company
with its head  office  on Av.  Paulista,  949,  10th  floor,  suite  101 Room B,
Cerqueira  Cesar,  Sao  Paulo - SP,  registered  in the Tax  Roll -  CGC/MF  No.
02.570.353/0001-52,  by its  legal  undersigned  representative(s),  hereinafter
referred to as BUYER,

                                     WHEREAS

the UNION,  in the capacity of majority  shareholder  of EMBRATEL  PARTICIPACOES
S.A.,  a company  with its head  office at SCN - Quadra CN2,  lote F,  2(degree)
andar,   sala  204,   Brasilia  -  DF,   registered  in  the  CGC/MF  under  No.
02.558.124/0001-12  (hereinafter  referred to as COMPANY),  holds 64,405,151,125
(sixty-four  billion,  four hundred and five million,  one hundred and fifty-one
thousand,  one hundred and  twenty-five)  common shares,  issued by the COMPANY,
representing 51.79% (fifty-one point seventy-nine percent) of the voting capital
(hereinafter referred to as COMMON SHARES);

the UNION, by means of BNDES/MC Public Notice 01/98 (hereinafter  referred to as
NOTICE), publicly announced the COMPANY's denationalization  conditions by means
of the sale of the COMMON  SHARES in a Special  Public  Auction held on July 29,
1998   (hereinafter   referred  to  as   AUCTION),   within  the  scope  of  the
denationalization process of the Federal Telecommunications  Companies, pursuant
to Law 9,472, of July 16, 1997;

the BUYER was declared winner of the sales AUCTION of the COMMON SHARES;

resolved to sign the present Share Purchase Agreement, as follows:





                                       ONE
                                     OBJECT

1.1 - By the present  instrument,  and in accordance with the NOTICE,  the UNION
hereby sells the BUYER the COMMON SHARES,  clear and  disencumbered of any legal
or  conventional  onus or  burden,  for the  price of R$  2,650,000,000.00  (two
billion, six hundred and fifty million reais).

1.2 - The transfer of the COMMON SHARES takes place by means of the execution of
this  contract,  which  as of now is  valid  as the  deed  for  the  appropriate
registration in the deposit account in the name of the BUYER in the books of the
depositing institution responsible for the COMPANY's book shares system, as soon
as this  system is  implemented,  without  prejudice  to the  BUYER's  immediate
exercise of all the political and asset rights  inherent to the ownership of the
COMMON SHARES.


                                       TWO
                                  PAYMENT TERMS

2.1 - The price of the COMMON SHARES shall be paid in the Country's legal tender
in 3 (three)  installments,  in the  following  manner:  (a) the first at sight,
equivalent to 40% (forty percent) of the price offered; (b) the remainder in two
equal  annual  installments,  falling  due in 12 (twelve)  and 24  (twenty-four)
months, respective, from this date.

2.2 - The  installments  of the  scheduled  price  payment  will be  price-level
restated by the General Price Index - Internal  Availability - IGP-DI  variation
published by the Fundacao Getulio Vargas,  plus interest of 12% (twelve percent)
per year on the adjusted amount, from this date to its payment;

2.3 - The  BUYER may  advance  payment  of the  scheduled  portion  of the price
payment.  In the event of the advance payment of the third installment to a date
prior to or on the same date that the second installment falls due, the interest
corresponding  to the third  installment will be of 9% (nine percent) per annum,
instead of the percentage provided for in item 2.2. above;

2.4 - Payment  delays of any of the payment  installments  will result in a late
payment fine of 10% (ten  percent) of the  installment  in arrears,  adjusted in
accordance  with clause  2.2.,  regardless  of the  accelerated  maturity of the
installment falling due, if any;

2.5 - In  guarantee  of the price's  full  payment,  the BUYER  hereby  delivers
pledging of  51,395,310,598  (fifty-one  billion,  three hundred and ninety-five
million,  three hundred and ten thousand,  five hundred and ninety-eight) COMMON
SHARES in favor of the UNION;

     2.5.1.   - The guaranty  presented  according to this Clause 2.5. may later
              be  replaced by other  guarantees  that might be accepted by Banco
              Nacional de Desenvolvimento Economico e Social - BNDES.

2.6 - Extrajudicial foreclosure of the COMMON SHARES presented as a guaranty for
the  purposes  of  Clause  2.5.  above is hereby  authorized  in the case of the
BUYER'S  default for payment of the debt,  pursuant to articles  774, II, of the
Civil Code and 275 of the Commercial Code;

2.7 - For the purpose of the extrajudicial sale expressly authorized herein, the
BUYER in this act grants the UNION the irrevocable and irreversible  mandate, in
accordance  with  article  1,317,  I and II, of the Civil  Code,  with  specific
powers,  in the  name of the  BUYER,  to  sell  the  pledged  COMMON  SHARES  to
whomsoever offers the best price, with the authority to sign contracts and other
instruments,  transfer  terms of the COMMON  SHARES,  receive the price and give
acquittance;

  2.8 In accordance  with  paragraph  one of article 39, of Law  6,404/76,  this
  instrument  shall be registered in the financial  institution  responsible for
  recording the shares issued by the COMPANY in its books,  within the period of
  10 (ten) days from the execution of this instrument.

2.9 - The UNION  declares it has  received the amount of R$  1,060,000,000  (one
million and sixty million reais)  equivalent to the installment paid at sight by
the BUYER, for which it hereby gives full, irreducible and general acquittance;


                                      THREE
                  RESPONSIBILITY FOR NON-SUBSISTENT ASSETS AND
                             UNDISCLOSED LIABILITIES

3.1 - The UNION, Ministry of Communications ("MC"), Telecomunicacoes Brasileiras
S.A. - TELEBRAS, the COMPANY, BNDES, Special Supervision Committee - CES and the
independent  consultants  hired by the BNDES  ("CONSULTANTS")  shall not be held
responsible for any non-subsistent assets or undisclosed liabilities, whether or
not  mentioned  in the  PUBLIC  NOTICE,  or in  any  other  document  comprising
information   concerning   the   denationalization   process   of  the   Federal
Telecommunications Companies.


                                      FOUR
                                    DIVIDENDS

4.1 - The BUYER shall be entitled  to the  dividends  that may be declared as of
the transfer of ownership of the COMMON SHARES.

                                      FIVE
                           BUYER'S SPECIAL OBLIGATIONS

5.1 - The BUYER and its possible successors are jointly and severally bound, for
whatsoever  purpose,  including as a result of the later assignment and transfer
of COMMON SHARES,  on an irrevocable  and  irreversible  basis and in accordance
with the prevailing legislation, to rigorously perform all the following special
obligations,  without prejudice to those provided for in the NOTICE, exercising,
to this end, its voting right in the COMPANY's General Meetings, so as to:

    5.1.1    -  order   full   compliance   with   the   Concession   Contracts,
             Authorization   Terms,   Brazilian  Satellite   Exploitation  Right
             Granting  Term and the  Commitment  Term for  Participation  in the
             Intelsat and Inmarsat  Organizations,  established  by the National
             Telecommunications Agency - ANATEL and the COMPANY's subsidiary;

    5.1.2    -  rigorously  comply  with and  ensure  that the  COMPANY  and its
             respective subsidiary comply with the legal and regulatory statutes
             and  contractual  provisions  pertinent  to  the  provision  of the
             telecommunications  services granted,  taking care that the COMPANY
             and its subsidiary undertake the necessary  investments to maintain
             and  improve  these  services,  always  with a view  to  adequately
             serving the user and the service's universalization;

    5.1.3    - to  provide,  regardless  of that  set  forth  in the  Concession
             Contract, requests for documents or any information relating to the
             COMPANY and its  subsidiary  that may be solicited by MC, the BNDES
             or federal  control and  auditing  agencies,  and permit that UNION
             employees  or persons  duly  authorized  by same have access to the
             books and documents relating to the COMPANY's  managements prior to
             the denationalization;

    5.1.4    -  assure  the  COMPANY's   current  employees  and  those  of  its
             respective  subsidiary,  the Supplementary Pension Plans of Telos -
             Fundacao  Embratel de Seguridade  Social,  in  accordance  with the
             terms stipulated in the prevailing  Statutes and Regulations of the
             Benefits  Plan,  adhering  and  ratifying  the  Adhesion  Contracts
             already executed by the COMPANY and its respective  subsidiary with
             said entity of Supplementary Pension Plans;

    5.1.5    -  replace,  within  the  period  of 90  (ninety)  days,  from  the
             financial  settlement  of the  AUCTION,  the  sureties or any other
             guarantees  offered by  TELEBRAS  or the UNION and by the  officers
             directly  indicated  by  TELEBRAS  and by  the  UNION  in  all  the
             contracts and financial  operations,  whose rights and  obligations
             have been assumed by the COMPANY or that are of the  responsibility
             of the COMPANY's subsidiary;

    5.1.6    -  exceptionally,   in  the  event  the  respective   creditors  or
             beneficiaries    of   the   guarantees   in   the   guaranteed   or
             contra-guaranteed  obligations  do not agree  with the  replacement
             referred  to  above,  the  purchasers  shall  be  obliged  to offer
             contra-guarantees  of a real nature or bank  guarantees in favor of
             TELEBRAS or the UNION, or other duly accepted  guarantees and under
             the conditions normally practiced by the market;

             5.1.6.1   -   the   term   for    replacing    or   offering    the
                       contra-guarantees  referred to in items 5.1.5. and 5.1.6.
                       above, shall, in any of the hypotheses, be of 90 (ninety)
                       days,  counted from the  AUCTION's  financial  settlement
                       date;

    5.1.7    -  order  the  fulfillment  of the  universalization  goals  of the
             telecommunications  services  in  accordance  with the terms of the
             Universalization  Goals  Plan for the  Telecommunications  Services
             rendered under the public regime, as that approved by Decree 2, 592
             of May 15, 1998;

    5.1.8    - continue the COMPANY's  registration  process for negotiating its
             securities  in the stock  exchange  with the  Brazilian  Securities
             Commission and stock exchanges, in accordance with the terms of CVM
             Instruction  202,  of December  6, 1993,  in addition to  obtaining
             approval  for the  Depositary  Receipts  program  of the  COMPANY's
             preferred  shares,  pursuant to CMN  Resolution  1,927,  of May 27,
             1992, with the North American market;

    5.1.9    - once  registered,  maintain  the  COMPANY  as a  publicly  traded
             company,  with the registrations  referred to in item 5.1.8.  above
             always current;

     5.1.10 - maintain the permanent nature of the COMPANY's Audit Committee.


    5.1.11. - maintain the Sole Paragraph of Article 13 of the COMPANY's By-Laws
              unchanged;

    5.1.12   - order that the  COMPANY  or its  subsidiary  offer the  employees
             Contractual  Rescission  Incentive Plans, in the case of management
             restructuring conducted within 180 (one hundred and eighty) days of
             the financial settlement of the at sight installment.


                                       SIX
                       IRREVOCABILITY AND IRREVERSIBILITY

6.1 - The sale of the COMMON SHARES,  object of this  instrument,  is made on an
irrevocable and irreversible basis, binding the parties and their successors and
assignees for any whatsoever purpose.

                                      SEVEN
                               GENERAL PROVISIONS

7.1 - The obligations arising from this contract have a specific performance.

7.2 - This contract  completes  and is as integral  part of the NOTICE,  will be
interpreted in conformity with the DEFINITIONS AND  ABBREVIATIONS of item 1.1 of
Chapter 1 of the  PUBLIC  NOTICE  and is  complemented  by the other  provisions
stipulated therein.

7.3 - The  BUYER is  obliged  to  promote,  at its  expense,  this  instrument's
registration in a Registry of Deeds and Documents,  and, within the period of 30
(thirty) days from the execution of this instrument,  remit a certificate of the
registration  with  said  Registry  and the  account  statement  of the  deposit
concerning the registration provided for in clause 2.8 of this instrument to:

                            Attorney General of the National Treasury  Esplanada
                            dos  Ministerios  Edificio  sede  do  Ministerio  da
                            Fazenda - 8(0) andar

                            Attn.: Procurador Geral da Fazenda Nacional

7.4 - The UNION shall remit to the Federal  Control  Secretary an  authenticated
copy of this  instrument  within the period of 10 (ten) days from this date,  as
set forth in art. 34 of Decree 93,872, of December 23, 1986.


                                      EIGHT
                                   PUBLICATION

8.1 - It  shall  be  incumbent  upon  the  BUYER  to  promote,  at its  expense,
publication of this instrument in the Official Gazette,  within the period of 20
(twenty) days.

                                      NINE
                                  JURISDICTION

9.1 - The parties hereby agree to submit to the  jurisdiction  of and that venue
is proper in the court of Brasilia, DF, with the express exclusion of any other,
however  more  privileged  it may be, to settle  any  doubts  arising  from this
Contract.


And,  in witness  whereof,  the  parties  execute  this  Agreement  in 3 (three)
countercopies  of the same tenor and to a sole  effect,  in the  presence of the
undersigned  witnesses,  extracting the copies  required for its publication and
execution.


                         Rio de Janeiro, August 4 , 1998

--------------------------              --------------------------------------
 Carlos Alves Vidinha                    Luis Fernando Motta Rodrigues
     UNION                                     BUYER
                                                                              
Witnesses:

 ---------------------------------         --------------------------------
 Name: Luiz Carlos Mendonca de Barros      Name: Wilma Motta
 Identity: 2.822.923 SSP-SP                Identity: 3.173.766-3 SSP-SP
 CPF: 005.761.668-04                       CPF: 141.948.008-18

------------------------------------------------------
  Name: Dan Crawford