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                                                                    Exhibit 12.3

                                  INTRODUCTION
                   TO THE CODE OF BUSINESS CONDUCT AND ETHICS
                                BASIC PRINCIPLES

The Companies of TELECOM GROUP:

..       Are committed, as active and responsible members of the community, to
        observe the laws in force and the ethical principles commonly accepted
        in the conduct of business: transparency, correctness, and fairness, and
        to cause them to be observed;

..       Reject and stigmatize recourse to illegal and improper conduct
        (vis-a-vis the community, public authorities, customers, workers,
        investors, and competitors) in order to achieve their business
        objectives, which they pursue exclusively through the excellence of
        their performance in terms of quality and cost-effectiveness, based on
        experience, customer care and innovation;

..       Adopt organizational solutions serving to prevent violations of the
        principles of legality, transparency, correctness, and fairness by their
        employees and collaborators, and take steps to ensure they are applied
        and complied with in practice;

..       Ensure, while safeguarding the competitive strengths of their
        businesses, that the market, investors, and the public are fully
        informed about their actions; they disclose information to the market
        and investors in accordance with criteria of correctness, clarity, and
        equal access, in the awareness of the importance of having accurate
        information about their activities for the market, investors, and the
        community as a whole;

..       Make every effort to promote fair competition, which they believe to be
        in their own interest and in that of all the other firms operating in
        the market, their customers and their stakeholders;

..       Maintain relations with public authorities at the local, national, and
        international levels based on full and active cooperation and
        transparency, in conformity with their respective roles and the economic
        objectives and the values set out in this Code;

..       Pursue excellence and competition in the market and provide their
        customers with high quality services that meet their needs efficiently,
        with the aim to guarantee an immediate, capable, and competent response
        to customers' needs, in a proper, courteous, and helpful way;

..       Are aware of the strategic importance of the services they provide for
        the well-being and growth of the communities in which they operate, to
        which they Intend. to contribute by providing efficient and
        technologically advanced services, considering research and innovation
        as essential to their growth and success;

..       Compatibly with their nature of commercial enterprises and consequent
        need for their operations to be economically efficient, in their choices
        consider the social importance of telecommunications services and
        endeavor to meet the needs of the entire community, including the
        weakest members.

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..       Are well disposed towards, and where appropriate, provide support for,
        social, cultural, and educational initiatives aimed at developing the
        individual and improving living standards;

..       Protect their human resources and enhance their quality, recognizing
        their central role, in the belief that the principal factor in the
        success of every firm is the professional contribution made by those who
        work for it, in a context of fairness and mutual trust;

..       Use material resources responsibly, with a view to achieving sustainable
        growth that respects the environment and the rights of future
        generations.

To implement and enforce the basic principles set out precedently, there is
hereby approved and enforced the following:

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                       CODE OF BUSINESS CONDUCT AND ETHICS

PURPOSE
To establish conduct standards to be followed by those working for Telecom Group
companies in the performance of their duties, with a view to ensure that the
highest ethical rules govern internal relationships within Telecom Group
companies and relationships with other businesses and with the public.

SCOPE
This Code applies to all Board members, Statutory Auditors, General Manager,
Corporate Directors and Managing Directors, Managers and other employees under
an employment contract, hired, permanent or semi-permanent, temporary and
apprentices (all of them and each of them referred to herein as "the Personnel")
of each of Telecom Group companies, the relevant Boards of Directors of which
approved or shall approve it as the Code of Business Conduct and Ethics for such
companies.

Suppliers, contractors, advisors and consultants of Telecom Group companies
shall be sought to also abide by the ethical principles of this Code, to which
effect a copy thereof shall be delivered to them, of which they shall
acknowledge receipt.

SCOPE OF APPLICATION
Telecom Group, it being construed to be, for purposes of the application of this
Code, Telecom Argentina Stet-France Telecom S.A. . ("Telecom Argentina") and its
directly controlled companies (collectively "the Companies" and each of them
"the Company").

When this Code refers to the observance of duties, attitudes and conducts of the
"Personnel" towards "the Company", it shall be construed to refer to the duties,
attitudes and conducts of the Personnel of each of the Companies towards the
company of Telecom Group for which it works.

DISCLOSURE
This Code of Business Conduct and Ethics ("this Code") is public. It shall be
made known to all the Personnel performing duties in Telecom Group Companies as
of the date of approval of this Code and to all those joining the company later,
at the time of admission. All Telecom Group Companies Personnel shall expressly
and formally accept this Code. It shall also be published in the Intranet and in
the web site of Telecom Argentina and its controlled companies
(www.telecom.com.ar) so that it can be consulted at any time by the Personnel,
and by shareholders, suppliers, customers and any interested party. In addition,
the printed version of this Code shall be available, free of charge, at the
registered offices (Avda. Alicia Moreau de Justo No. 50, piso 13 (1107) Buenos
Aires, Republica Argentina) for shareholders requesting it by mail or e-mail
(pinsussa@ta.telecom.com.ar).

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TABLE OF CONTENTS
1.      Personal Conduct
1.1     Personnel Liability
1.2     Shared Liabilities
1.3     Disallowed Conduct
1.4     Conflicts of Interest
1.5     Corporate Opportunities
1.6     Opinions
2.      Business Relationships
3.      Community Relationships
3.1     Compliance with Laws, Rules and Regulations
3.2     Environment, Health and Safety
4.      Fair Dealing and Non-Discrimination
5.      Quality, Use and Protection of the Company's Disclosures
5.1     Quality of Public Disclosures
5.2     Accuracy of Company Financial Records
5.3     Trading on Inside Information
5.4     Protection of Confidential Proprietary Information
5.5     Communication Contents and Retention of Records
6.      Protection and Proper Use of Company Assets
7.      Gifts
7.1     General
7.2     Business Gifts and Invitations to Individuals
7.3     Gifts and Invitations to Government Officers and Employees
7.4     Acceptance of Gifts and Invitations
8.      Secrecy of Communications
9.      Political Contributions and Activities
10.     Compliance with this Code
11.     Reporting of any Illegal or Unethical Behavior
12.     Waivers and Amendments

DEVELOPMENT

1.      PERSONAL CONDUCT

1.1     Personnel Liability

The Company Personnel shall:
                a)      Foster a culture of honesty and accountability, acting
                        pursuant to the terms and spirit of this Code.
                b)      Achieve a high ethical conduct level which should be
                        reflected in all of the Company's activities, including,
                        but not limited to, relationships with employees,
                        customers, suppliers, competitors, the government,
                        shareholders and the public.
                c)      Achieve a reputation for integrity, professionalism and
                        fairness.
                d)      Refrain from indirectly obtaining anything directly
                        forbidden.
                e)      Act in good faith, adhering to internal and legal rules.
                f)      Refrain from acting arbitrarily, violently or
                        discriminatorily or with an offensive or persecutory
                        intent.

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1.2     Shared Liabilities

Even well intentioned actions that violate the law or this Code may result in
negative consequences for the Company and/or the Personnel. Such consequences
may result in corrective and/or disciplinary action, which may include dismissal
or removal from office.

1.3     Disallowed Conduct

1.3.1 While performing its duties or performing its tasks for the Company, it
shall not allow the Personnel to:

        a)      Carry out any work alien to the Company's activities during work
                hours, whether in or outside its facilities (this does not apply
                to the Board members and Statutory Auditors and other Personnel
                performing duties for the Company on an autonomous or
                independent basis and not subject to an established work
                timetable).
        b)      Behave in a violent fashion.
        c)      Use, or be under the effect of, alcoholic drinks or illegal
                substances.
        d)      Fail to observe the rights of customers, suppliers or work
                mates.
        e)      Behave disrespectfully with a customer, using rude, insulting,
                defamatory or obscene verbal or gestual language.
        f)      Discriminate or sexually or otherwise harass any work mate or
                another person.
        g)      Make insinuations, take actions or make comments that may
                intimidate or offend other people.
        h)      Falsify or fake information, authorizing signatures, records,
                vouchers or documents.
        i)      Engage in transactions (e.g.: collections, payments, etc.) or
                operations (e.g.: purchases, sales, service facilities, etc.)
                without being duly authorized to such end or acting in a
                fraudulent towards the Company.

1.3.2 The Personnel may not use property, facilities, materials, services or
other Company resources for its own or a third party benefit.

1.4     Conflicts of Interest

1.4.1   The Personnel has an obligation to conduct itself in an honest and
        ethical manner and act in the best interest of the Company, endeavoring
        to avoid situations that may give rise to a potential or actual conflict
        between its own interest and the interest of the Company.

        A "conflict of interest" occurs when the Personnel's private interest
        interferes in any way with the interest of the Company or when the
        Personnel (or any member of its family) receives improper personal
        benefits as a result of its position in the Company.

        The main risk in case a conflict of interest occurs is that it may
        hinder work decision-making or prevent the employee from performing its
        work effectively and objectively.

1.4.2   As from the effective date of this Code, no Close Relatives may join the
        Company of those performing duties as members of the Board of Directors,
        Statutory Auditors, General Manager, Corporate Directors and Managing
        Directors.

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        The admission of Close Relatives of the remaining Personnel shall be
        previously approved by the Human Resources Corporate Director.

        The term "Close Relatives" comprises first and second degree blood and
        in-law relatives and unmarried co-habitants.

1.4.3   Although it would not be possible to describe each situation giving rise
        to a conflict of interest, the following are examples of events which
        may constitute a conflict of interests and which should be avoided by
        the Company's Personnel:

                a) Accept money, gifts of a certain value, personal discounts
                (except if such discounts are offered to all the Company's
                Personnel) or receive other benefits as a result of the
                position, from a competitor, customer or supplier.

                b) Compete with the Company in purchase or sale of property,
                products, services or in any other transaction, "Compete"
                meaning to engage in the same line of business as the Company or
                any of the other Telecom Group Companies or to have a
                shareholding in a company competing with Telecom Group Companies
                (except for investments lower than 2% of the corporate capital
                in listed Companies).

                c) Deprive the Company, for its own or third party benefit, of
                opportunities to sell or purchase property, products, services
                or interests.

                d) Have a personal interest in a transaction involving the
                Company, a competitor, customer, or supplier, except for the
                interests inherent in the position in the Company.

                e) Make decisions or take courses of action, from the position
                held in the Company, to protect or improve any investment or
                financial interest held in a company with which the Company
                relates.

                f) Receive loans or guarantees of an obligation as a result of
                the capacity as Company Personnel (not including loans for which
                granting the position held in the Company has been taken into
                account for the sole purpose of assessing the beneficiary's
                solvency).

                g) Exercise a determining influence for the Company to hire a
                company as supplier, contractor, agent or representative, when
                such company is owned or managed by Close Relatives or employs
                Close Relatives in hierarchical or managerial positions.

                h) Act as supplier, agent or representative of the Company,
                except in the case of Board members or Statutory Auditors that
                are members of free professional associations who provide
                advisory services to the Company on an independent basis.

                i) Perform hierarchical or managerial duties at a supplier,
                agent or representative of the Company, except in the case of
                Board members or Statutory Auditors who are members of free
                professional associations who provide advisory services to the
                Company on an independent basis. Board members and Statutory
                Auditors may be members of the Boards of Directors or
                Supervisory Committees of such companies and carry out tasks
                involving mere independent advice, by previously notifying the
                Company's Board of Directors.

1.4.4   The Personnel involved in a conflict of interest shall handle such
        conflict of interest in an ethical manner and pursuant to the provisions
        of this Code.

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        To avoid conflicts of interest, the Personnel must report to the Human
        Resources Director of any material transaction or relationship which may
        reasonably be expected to give rise to a conflict of interest. The Human
        Resources Director - with the assistance of the legal department, if
        necessary - shall adopt the provisions required to either avoid or
        settle the conflict of interest.

        Conflicts of interest involving Board members, Statutory Auditors, the
        General Manager or the Human Resources Director shall be notified to the
        Board Chairman.

        When the significance of a conflict of interest so justifies, the Human
        Resources Director or the Board Chairman may submit the case to
        consideration of the Board of Directors.

1.4.5   The Personnel not avoiding conflicts of interest or failing to timely
        report conflicts of interest that affect or may affect it, when it is
        not its responsibility but the Company's to avoid the situation, shall
        be liable to disciplinary action, including dismissal or removal from
        office.

1.5     Corporate Opportunities

        The Personnel is prohibited from taking for itself or third parties
        property, information and business opportunities that arise from the
        condition enjoyed, the position held, or the duties performed in the
        Company.

1.6     Opinions

        The Company shall secure for its Personnel the constitutional right to
        freely express its personal opinions. However, its opinion on public
        issues shall always be made on a personal basis.

        Any opinion involving the Company must be formally authorized by the
        party responsible (a manager, at least) for the Communications and
        Institutional Relations duties, the General Manager or the Board of
        Directors.

2.      BUSINESS RELATIONSHIPS

        Reliable and transparent communications are essential to establish long
        lasting business relationships. In this regard, there are four things to
        be taken into consideration by the Personnel:
                a)      The Personnel dealing with customers and suppliers shall
                        always carry a credential supplied by the Company and
                        show it when required. In addition, it must identify
                        itself in telephone or written communications.
                b)      Kindness and politeness must be basic principles in the
                        relationships with customers, suppliers, people from
                        other organizations and the public. A good service shall
                        be provided in commercial offices or in telephone
                        conversations or in any other situation.
                c)      In commercial transactions, no customers within the same
                        category and in similar conditions shall be treated with
                        favoritism or preferentially or discriminatorily.
                        Petitions and claims by customers shall be channeled as
                        per mechanisms established by the Company.
                d)      All decisions related to the selection of suppliers of
                        goods and services shall be made on an impartial basis.
                        Those competing for business deals with the Company
                        shall fully trust the objectivity of selection and award
                        procedures.

3.      COMMUNITY RELATIONSHIPS

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3.1     Compliance with Laws, Rules and Regulations

        The Company is strongly committed to conducting its business affairs
        with honesty and integrity and in full compliance with all applicable
        laws, rules and regulations. Therefore, the Personnel shall commit no
        illegal or unethical act or instruct others to do so.

        Antitrust laws forbid agreements among competitors on such matters as
        prices, terms of sale to customers and allocation of markets or
        customers. Antitrust laws can be very complex and violations may subject
        the Company and its personnel to sanctions such as fines, civil or
        criminal liability. If you have any questions, consult the Legal
        department.

3.2     Environment, Health and Safety

        The Company is committed to conducting its business in compliance with
        all applicable environmental and workplace health and safety laws and
        regulations and strives to provide a safe and healthy work environment
        for its Personnel and to avoid adverse impact and damage to the
        environment and the communities in which it conducts its business.
        Achieving this goal is the responsibility of all the Personnel.

4.      FAIR DEALING AND NON-DISCRIMINATION

        The Personnel shall endeavor to deal fairly with other people working in
        or for the Company as well as with customers, suppliers, competitors,
        government authorities and officers and the public, at all times and in
        accordance with ethical business practices.

        No one should take unfair advantage of anyone through manipulation,
        concealment, abuse of privileged information, misrepresentation of
        material facts or any other unfair dealing practice.

        The Company abides by the ethical principles of non-discrimination,
        respect for minorities and freedom of conscience and commits to endeavor
        that persons are treated, and treat each other, fairly and with respect
        and dignity. Therefore, conduct involving discrimination, harassment or
        unfair treatment will not be tolerated.

        According to the principles fostered by it, the Company's policies for
        recruitment, promotion and retention of employees forbid discrimination
        on the basis of any criteria prohibited by law, including but not
        limited to race, skin color, sex, sexual orientation, religion,
        political views, age, civil status, nationality, physical disability or
        social status.

5.      QUALITY, USE AND PROTECTION OF THE COMPANY'S DISCLOSURES

5.1     Quality of Public Disclosures

        The Companies are responsible for the effective communication with all
        its shareholders so that they are furnished with truthful, complete,
        accurate, timely and easily understandable information, in all material
        respects, about the Company's financial condition and the results of
        operations and about all relevant events that affect the Companies of
        the Telecom Group now, or that may affect them in the future.

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        The reports and documents to be submitted by the Companies to Comision
        Nacional de Valores (CNV), the United States Securities and Exchange
        Commission (SEC), the Buenos Aires Stock Exchange (BASE), the New York
        Stock Exchange (NYSE) and other public communications to other
        regulatory authorities and markets shall always include truthful,
        complete, accurate, timely and easily understandable disclosures.

        Telecom Argentina has established a Disclosure Committee consisting of
        Executives to assist in the collection, processing and supervision of
        the disclosures addressed to the SEC and of the other public
        information. All the Telecom Group Personnel must provide full
        assistance in the tasks performed by the Disclosure Committee and the
        information supplied to it must be truthful, complete, accurate, timely
        and easily understandable.

5.2     Accuracy of Company Financial Records

        The Company is committed to observing the best practices in all matters
        relating to accounting, financial controls, internal reporting and
        taxation. No transaction may be made by the Company that is not duly and
        timely accounted for. All financial books, records and accounts of the
        Company must accurately reflect transactions and events and conform both
        to required accounting principles and to the Company's system of
        internal controls. Records shall not be distorted in any way to conceal,
        disguise or alter the Company's true financial condition.

        The Personnel becoming aware of any violation of this principle shall
        promptly report it as stated in 11 of this Code.

5.3     Trading on Inside Information

        It is illegal to use privileged information (meaning non-public
        information) related to the Company and/or Telecom Group, its
        transactions, its financial condition, results of operation or relevant
        events involving it for the purchase or sale or any other transaction
        with shares, negotiable obligations or any security issued by any of
        Telecom Group Companies or by Nortel Inversora S.A. It is also illegal
        to supply such privileged information or to provide an advice or
        suggestion to a any person to the same effects. All non-public
        information shall be considered privileged corporate information and
        must never be used for personal or third party benefit.

        The Personnel is required to be aware of, and fulfill the Telecom
        Argentina's regulations on, trading with privileged information which
        may be consulted in the Company's Intranet.

        In case of doubts as to the time and terms to buy, sell or otherwise
        trade in securities issued by Telecom Group Companies or by Nortel
        Inversora S.A., the Personnel must contact the Human Resources Corporate
        Director and refrain from executing the transaction until its question
        is answered. Board members and Statutory Auditors shall consult the
        General Secretary.

5.4     Protection of Confidential Proprietary Information

        Confidential proprietary information related to the Company's activities
        is a valuable asset. Protecting this information is a vital role played
        in the company's continued growth and ability to compete and all Company
        proprietary information should be maintained in strict confidence,
        except when disclosure is authorized by the Company or required by law.

        The Company's proprietary information includes all non-public
        information that might be useful to competitors or that could be harmful
        to the Company, its

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        shareholders or its customers, if disclosed. Information on intellectual
        property (such as trade secrets, patents, trademarks and copyrights) as
        well as business plans, objectives and strategies, technological,
        research and new product strategies, technical build-up of
        infrastructure and networks, information systems and software developed
        by the Company, records, databases, salary and benefits data, employee
        medical information, customer, employee and supplier lists and any
        unpublished financial and pricing information, and any information
        related to the shareholders, the Company or Telecom Group must be
        protected.

        The Personnel in the capacity of generator, custodian, user or addressee
        of this type of information must protect it adequately; ensuring
        identification, classification and custody thereof as per internal rules
        and instructions in force.

        Unauthorized use and/or distribution of proprietary information violates
        this Code and could result in negative consequences both for the Company
        and the individuals involved. In such event, the Company shall implement
        applicable disciplinary and/or legal action, as appropriate.

        The Company respects the property rights and confidential information of
        other companies and requires the Personnel to observe such rights.

5.5     Communication Contents and Retention of Records

        All Company records and communications shall be clear, truthful,
        complete and accurate. The Personnel shall maintain a correct and
        accurate style in communications, avoiding exaggeration, guesswork,
        hasty conclusions and derogatory remarks of people or institutions. This
        applies to all types of internal and external communications and notes,
        including memos, informal notes or e-mails.

        Records may only be eliminated when there is certainty that the Company
        or control authorities will not need or require them in the future.

        Regarding the correct use of internet, intranet and the e-mail,
        corporate guidelines in force (established in the specific regulations)
        shall be observed. Greeting chains, access to and distribution of
        obscene or bad taste material or any other use violating this Code are
        prohibited.

6.      PROTECTION AND PROPER USE OF COMPANY ASSETS

        The Company's assets shall be solely used to carry out business-inherent
        activities pursuant to internal rules. It is the responsibility of all
        the Personnel to protect the Company's assets (materials, equipment,
        vehicles, supplies, financial resources, non-public information,
        information resources, including hardware, software and information
        thereon, etc.) from any loss, theft, robbery or any other improper use
        since these events have a direct negative effect on the Company's
        activities. Any suspected loss, theft, robbery or improper use of assets
        shall be promptly reported as stated in the Company's internal
        regulations.

        The Company shall not be liable for Personnel elements or property used
        by it for the performance of its tasks.

7.      GIFTS

7.1     General

        No payment shall be made, or anything valuable shall be delivered, to
        anyone directly or indirectly in any manner or circumstance which is
        intended to secure or retain a business or obtain any other favorable
        action or decision.

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7.2     Business Gifts and Invitations to Individuals

        Occasional business gifts and invitations to non-government employees
        for courtesy reasons in connection with the development of business
        relationships, as well as discounts and the provision of services free
        of charge for commercial promotion purposes, are deemed -in principle-
        an acceptable practice. However, these gifts, invitations and commercial
        promotions should be given infrequently and their value should be
        modest. Gifts, discounts or invitations in any form should not be
        extended. In case of doubt, consult the Human Resources Corporate
        Director.

7.3     Gifts and Invitations to Government Officers and Employees

        Both the Argentine laws and the US Foreign Corrupt Practices Act
        prohibit and penalize payments and delivery of valuable objects,
        directly or indirectly, to government officers or employees, to obtain
        or retain a business or secure any other favorable action or decision.

        Therefore, no payment may be made or gift or commercial invitation
        extended to a government officer or employee except for gifts of a
        modest value or infrequent commercial invitations extended for courtesy
        reasons or discounts and the provision of services free of charge for
        commercial promotion purposes and always with the General Manager's
        previous approval.

7.4     Acceptance of Gifts and Invitations

        Any gift offered to the Personnel by reason of its position in the
        Company shall be rejected or returned when acceptance thereof renders
        decision making difficult or prevents performance of the job
        effectively, objectively, or ethically.

        The Company's Personnel may accept:
        a)      Transportation, if necessary, to attend training sessions,
                exhibitions or executive meetings with customers (with the prior
                authorization of a manager, if applicable
        b)      Allowances and promotional discounts, if advantages are not
                exclusive.
        c)      Gifts of a modest value (e.g.: calendars, pens, diaries, etc.)
                usually offered to employees of other companies with a similar
                commercial relationship.

        Gifts of any other type shall not be accepted. If a disallowed gift is
        received by the Personnel (e.g.: money, significant gifts, trips, etc.),
        and he could not reject it, he must notify the Human Resources Director
        thereof who shall determine whether it must be returned or used for
        charity.

8.      SECRECY OF COMMUNICATIONS

        Laws and regulations in force related to the secrecy of communications
        sanction tapping or eavesdropping actions. In addition to being illegal,
        such violations seriously harm the Company's reputation.

        When becoming aware of attempts or suspected attempts of violation of
        the secrecy of communications, the Personnel shall immediately report so
        to its immediate superior who shall implement applicable corrective
        action.

9.      POLITICAL CONTRIBUTIONS AND ACTIVITIES

        The Company will make no contributions of any kind to political parties
        or groups.

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        The Company does not intend to discourage or prevent the Personnel,
        individually, from making contributions to political parties or groups
        or engaging in political activities on its own behalf, although it may
        not do this during work hours or at the workplace or Company's
        facilities.

        The Company shall not reimburse the Personnel (directly or indirectly)
        for personal contributions to political parties or groups.

        The Personnel, as a citizen, is allowed to participate in public
        activities and fill civic positions provided this does not give rise to
        a conflict of interest between its position with the Company and the
        public office.

10.     COMPLIANCE WITH THIS CODE

        The Company undertakes to enforce this Code equally on all the Personnel
        who must comply with all the provisions of this Code. Violations are a
        breach of work rules that may result in applicable corrective or
        disciplinary action according to the severity of the breach, including
        dismissal or removal from office. Violations which involve illegal
        behavior will be reported by the Board of Directors to the appropriate
        authorities.

        The violations of this Code must be notified as per the provisions of 11
        hereof ("Reporting of any Illegal or Unethical Behavior").

        The Company intends to promote the application of the standards of this
        Code by those with whom it does business. As a result, it is prohibited
        to hire a third party to perform any act forbidden by law or by this
        Code or to do business with those who, intentionally and overtly,
        violate the law or the standards of this Code.

11.     REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR

11.1    The Company encourages the Personnel to promptly report any actual or
        potential violation of the provisions of this Code and undertakes to
        seriously investigate into any report made in good faith in respect of
        such violations.
        The Company shall tolerate no type of retaliation for reports or claims
        made in good faith in respect of improper behavior. The open
        communication of doubts and concerns by all the Personnel without
        fearing any negative reactions or retaliation is deemed vital for the
        successful implementation of this Code. All the Personnel is requested
        to cooperate with internal investigations into improper behavior or the
        violations of this Code.

11.2    The Human Resources Department shall have authority over, and primary
        responsibility for, compliance with this Code.

11.3    Any act violating the laws, rules or regulations in force or the
        standards of this Code shall be reported promptly as follows:

        .       Reports in general: they shall be filed with the immediate
                superior or the Human Resources department, which shall assess
                the situation, prepare an opinion proposing the action to be
                taken and submit it to the Human Resources Corporate Director,
                who shall make a decision on the action to be taken.

        .       Reports on accounting or internal control matters: they shall be
                filed with the Audits Department. The Audits Corporate Director
                shall assess the

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                situation, prepare an opinion proposing the action to be taken,
                and if applicable, shall submit the issue to the Temporary Audit
                Committee (and the Audit Committee when it replaces it) to
                assess the case and settle it, or if deemed advisable, submit it
                to the Board of Directors for it to pass a resolution.

        .       Reports involving a Board member, a Statutory Auditor, the
                General Manager and Human Resources or Audit Corporate
                Directors: they shall be filed with the Board Chairman, who
                shall assess the situation and, as the case may be, shall submit
                them to the Board of Directors for it to pass a resolution.

        .       Reports affecting the Board Chairman: they shall be filed with
                the Temporary Audit Committee (and before the Audit Committee
                when it replaces it) who shall assess the situation and, as the
                case may be, shall submit them to the Board of Directors for it
                to pass a resolution.

11.4    In all events, reports shall be made in writing and signed or shall be
        made personally. The Company shall use its best efforts to keep the
        issue confidential, except when doing so is forbidden by law or
        applicable legal proceedings.

12.     WAIVERS AND AMENDMENTS

        Any waiver of the provisions of this Code may only be granted to a
        member of the Board, Statutory Auditor, General Director, Corporate
        Director or Managing Director, through a well substantiated resolution,
        by the Temporary Audit Committee/the Audit Committee or the Board of
        Directors. And when such information applies as per applicable rules,
        such waivers must be reported to Comision Nacional de Valores and the
        United States Securities and Exchange Commission, with a copy to the
        markets on which the Company's shares are listed.

        Waivers of the provisions of this Code may be granted to the remaining
        Personnel by the Human Resources Corporate Director.

        Amendments to this Code must be approved by the Board of Directors and
        shall also be reported to Comision Nacional de Valores, the United
        States Securities and Exchange Commission, the Buenos Aires Stock
        Exchange, the New York Stock Exchange and other applicable authorities,
        exchanges and markets.