Exhibit 4.24



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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System




                  CONTRACT FOR THE SUPPLY OF GOODS AND SERVICES

                  RELATED TO THE SUPPLY AND IMPLEMENTATION OF A
                           GSM MOBILE TELEPHONE SYSTEM





                                 By and Between





                                  MAXITEL S.A.

                                  TIM SUL S.A.

                                TIM CELULAR S.A.

                               TELPE CELULAR S.A.

                               TELERN CELULAR S.A.

                              TELEPISA CELULAR S.A.

                             TELECEARA CELULAR S.A.

                               TELASA CELULAR S.A.

                               TELPA CELULAR S.A.





                                       and



                         ERICSSON TELECOMUNICACOES S.A.

                   ERICSSON SERVICOS DE TELECOMUNICACOES LTDA









    * REPRESENTS OMITTED INFORMATION, WHICH IS THE SUBJECT OF A REQUEST FOR
                      CONFIDENTIAL TREATMENT WITH THE SEC


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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System


   CONTENTS



1. DEFINITIONS                                                                 5

2. CONTRACT DOCUMENTS                                                          8

3. CONTRACT OBJECT                                                             8

4. PRICES                                                                      9

5. EXCHANGE RATE VARIATION AND READJUSTMENT                                   11

6. ECONOMICAL-FINANCIAL BALANCE                                               13

8. PAYMENT PROCEDURES                                                         14

9. PAYMENT CONDITIONS                                                         15

10. DELAYED PAYMENTS                                                          16

11. DEDUCTION/WITHHOLDING                                                     16

12. COMPLIANCE WITH BNDES NORMS                                               17

13  LOCAL PRODUCTION                                                          18

14. HINDERED SITES AND/OR SITES IMPOSSIBLE TO BE USED FOR REASONS NOT
    IMPUTABLE TO THE CONTRACTED PARTY                                         18

15. PLANT TESTS AND INSPECTIONS                                               19

16. PACKAGING                                                                 19

17. OWNERSHIP AND HAZARD                                                      19

18. TAXES                                                                     20

19. OBLIGATIONS OF THE CONTRACTED PARTY                                       20

20. OBLIGATIONS OF THE CONTRACTING PARTY                                      23

21. PROJECT MANAGEMENT                                                        23

22. MILESTONES                                                                24

23. PROGRESS, INSPECTIONS AND TESTING REPORT                                  24

24. ACCCEPTANCE                                                               25

25. PENALTIES                                                                 25

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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

26. TECHNICAL WARRANTY                                                        28

27. SPARE PARTS                                                               31

28. PERFORMANCE BOND                                                          31

29. INSURANCE                                                                 32

30. INDEMNITIES AND LIABILITY LIMITATION                                      33

31. FORCE MAJEURE                                                             34

32. RIGHTS OF INTELLECTUAL PROPERTY                                           34

33. LICENSE FOR SOFTWARE AND DOCUMENTATION USE                                35

34. INFRINGEMENTS TO RIGHTS OF INTELLECTUAL PROPERTY                          36

35. SUBCONTRACTING                                                            38

36. CONFIDENTIALITY                                                           38

37. INTERCEPTION                                                              39

38. AGREEMENT EFFECTIVE DATE AND DURATION                                     39

39. TERMINATION                                                               40

40. JOINT RESPONSIBILITY                                                      41

41. NOTIFICATIONS                                                             41

42. GENERAL PROVISIONS                                                        41

43. ARBITRATION                                                               43


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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

On the one part,

A) MAXITEL S. A., a private corporation having its registered office at Av. Raja
Gabaglia 1781, 13th floor, Bairro Luxemburgo, in the city of Belo Horizonte,
State of Minas Gerais, enrolled with the CNPJ under card No. 01.009.686/0001-44
and with the State Registry under card No. IE 062.795318.00-05, hereinafter
individually called "MAXITEL";

B) TIM SUL S.A. (the new corporate name of TELEPAR CELULAR S.A., a company that
incorporated TELESC CELULAR S.A. and CTMR CELULAR S.A.), a corporate body having
its registered office at Rua Comendador Araujo 299, Downtown, in the city of
Curitiba, State of Parana, enrolled with the CNPJ under card No.
02.332.397/0001-44 and with the State Registry under card No. IE 9015031848,
hereinafter individually called "TIM SUL";

C) TELPE CELULAR S.A., a private corporation having its registered office at Av.
Conde da Boa Vista 800, 2nd floor, Boa Vista, in the City of Recife, State of
Pernambuco, enrolled with the CNPJ under card No. 02.336.993/0001-00 and with
the State Registry under card No. IE 18.001.024.3582-4;

TELERN CELULAR S.A., a private corporation having its registered office at Rua
Prudente de Moraes 2700, rooms 8 and 9, Barro Vermelho, in the City of Natal,
State of Rio Grande do Norte, enrolled with the CNPJ under card No.
02.332.973/0001-53 and with the State Registry under card No. IE 20.079.764-6;

TELEPISA CELULAR S.A., a private corporation having its registered office at Av.
Frei Serafim 1989, Downtown, in the City of Teresina, State of Piaui, enrolled
with the CNPJ under card No. 02.368.412/0001-04 and with the State Registry
under card No. IE 19.44.0920-1;

TELECEARA CELULAR S.A., a private corporation having its registered office at
Av. Barao de Studart 2575, Dionizio Torres, in the City of Fortaleza, State of
Ceara, enrolled with the CNPJ under card No. 02.338.114/0001-71 and with the
State Registry under card No. IE 06.998.161-2;

TELASA CELULAR S.A., a private corporation having its registered office at Av.
da Paz 2262, Sobral, in the City of Maceio, State of Alagoas, enrolled with the
CNPJ under card No. 02.328.592/0001-09 and with the State Registry under card
No. IE 240.931.43-2;

TELPA CELULAR S.A., a private corporation having its registered office at Av.
Presidente Epitacio Pessoa 3160, Tambauzinho, in the City of Joao Pessoa, State
of Paraiba, enrolled with the CNPJ under card No. 02.322.271/0001-99 and with
the State Registry under card No. IE 16.119.131-2;

Hereinafter collectively referred to as "TIM NORTHEAST CARRIERS"; and

D) TIM CELULAR S.A. (the new corporate name of PORTALE SAO PAULO S.A., a company
that incorporated PORTALE RIO NORTE S.A. and TIM CELULAR CENTRO SUL S.A.), a
private corporation having its registered office at Av. Giovanni Gronchi 7143,
Vila Andrade, in the City of Sao Paulo, State of Sao Paulo, enrolled with the
CNPJ under card No. 04.206.050/0001-80, hereinafter called "TIM CELULAR";

herein represented as provided in its Articles of Incorporation, hereinafter
collectively referred to as "Contracting Party"; for reference purposes only and
without prejudice to each being deemed autonomous and independent contractors;

And on the other part,

E) ERICSSON TELECOMUNICACOES S.A., a corporation having its office at Rua Maria
Prestes Maia 300, in the City of Sao Paulo, State of Sao Paulo, enrolled with
the CNJP under card No. 33.067.745/0001-27; and

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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

F) ERICSSON SERVICOS DE TELECOMUNICACOES LTDA., a corporation having its office
at Rua Maria Prestes Maia 300, 4th floor, Left Wing, in the City of Sao Paulo,
State of Sao Paulo, enrolled with the CNJP under card No. 03.619.317/0001-07;

herein represented as provided in its Articles of Incorporation, hereinafter
collectively referred to as "Contracted Party".

Contracting Party and Contracted Party, hereinafter individually called "the
Party", or collectively referred to as "the Parties".

Whereas:

(i)   Contracting Party has been licensed by the National Telecommunications
      Agency - Anatel to operate the Personal Mobile Service (SMP) all over
      Brazil, according to the areas of carrier operations provided under
      letters "A", "B", "C" and "D" of the preamble to this Contract;
(ii)  the carriers contemplated in letters "A", "B" and "C" of the preamble to
      this Contract have submitted a request for quotation to Contracted Party,
      as substantiated in the Request for Quotation (RFQ) No. RFQ-NW-089/02, for
      the supply of a Mobile System under the GSM Technology 1800 MHz, whose
      negotiated terms and conditions shall equally apply to TIM CELULAR, except
      if otherwise provided in this Contract;
(iii) in reply to the above-mentioned RFQ, Contracted Party submitted to
      Contracting Party, on November 28, 2002 its Proposal No. W2194, which was
      subjected to successive negotiations between the Parties, with the supply
      of "Core" equipment for all locations mentioned in the RFQ being
      eventually awarded to Contracted Party, as well as "BSS" equipment for the
      States of Minas Gerais, Sergipe and Bahia together with all related
      services for both "Core" and "BSS"; and
(iv)  on November 27, 2002 TIM CELULAR and Contracted Party have executed a
      Contract for the Supply of Goods and Services (Contract for the Supply of
      a GSM Mobile Telephone System in Brazil) ("Previous Contract") for the
      supply of "Core" and "BSS" equipment and related services. Pursuant to
      negotiations between them, TIM CELULAR and Contracted Party have agreed
      that all Purchase Orders placed by TIM CELULAR as of the date when this
      Contract was executed, as provided in subclause 38.1.1, shall be ruled by
      this Contract rather than by the Previous Contract, which will remain in
      full force and effect for all Purchase Orders issued before this date.


Now, therefore, the Parties have agreed to enter into the present Contract for
the Supply of Goods and Services in relation to the supply and implementation of
a GSM mobile telephony system ("the Contract"), under the following terms and
conditions:

--------------------------------------------------------------------------------

1. DEFINITIONS

1.1. The terms below shall have the meaning given such terms in this Clause and
     in the whole Contract and its Annexes

Affiliated - means any subsidiary affiliated to the head office of Contracting
Party and/or Contracted Party.

Contract Amendment - means a document duly signed by the legal representatives
of the Parties, whereby any amendments, additions or modifications in Contract
terms and conditions shall be an integral part of the Contract.

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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

Software Update - means any corrections introduced in the Software on basis of
failure reports issued by Contracted Party and users, to be issued in the form
of Software Updates by Contracted Party. A Software Update shall contain the
appropriate load file, implementation instructions and user documentation.

Goods - means the Hardware, Spare Parts, Documentation and Software to be
supplied under this Contract.

Commissioning - means all services related to Network Element integration;

Contract - means this Contract executed between Contracting Party and Contracted
Party, including all Annexes incorporated into the mentioned Contract,
Applicable Document, as well as any Contract Amendments.

Date of Acceptance - means the date(s) on which the System or Part of the System
shall be effectively accepted or deemed accepted as provided in Clause 24.

Date of Completion - means the date(s) specified in the Implementation Plan
under which the System or Part of the System, as the case may be, shall be
implemented and deemed ready to be approved in System tests (or in a test of
System expansion, when applicable), taking into account all appropriate
expansions or extensions.

Base-Date - November 11, 2002.

Documentation - means all relevant or required documentation for System
Implementation, including but not limited to technical manuals, designs and
drawings.

Network Element - means any Goods delivered and/or installed and/or tested as a
stand-alone part with a specific functionality within a GSM system, such as but
not limited to: MSC (Mobile Switching Centre), HLR (Home Location Register), VLR
(Visitors Location Register), BSC (Base Station Controller), BTS (Base
Transceiver Station), AUC (Authentication Centre), OMC (Operation and
Maintenance Centre), GSM/PSTN Interface, GSM/PLMN Interface, SMS (Short Message
System), VMS (Voice Mail System), BGw/SOG Billing System, Microwave Backbone
etc.

Contracted Party Equipment - means the tooling, instrumentation, test equipment
and any other item belonging to or acquired by Contracted Party or its
subcontractors as required to perform under the Contract and not intended to be
incorporated into the System or otherwise acquired by Contracting Party.

Technical Specification - means the System technical and functional
specification, as specified in Annex 4.

Hardware - means all materials and equipment items included in the System, as
specified in Annex 1.

Implementation - means the installation and Acceptance Tests to be carried
out under the Contract.

In Service Certificate - a Certificate issued by Contracted Party to notify
Contracting Party that the Site has been initially accepted under conditions
that are equivalent to TAI (Statement of Initial Acceptance). Such document
shall have the same effectiveness as the TAI and shall comply with the
provisions in Annex 5.

Item - means any item related to Hardware, Software, Spare Parts, Services,
Documentation or test equipment.

Lead Times - means the established term for the delivery or Implementation of an
Item, as provided in Annex 3.

Place(s)/Site - means the effective location(s) where the System or Part of the
System shall be implemented.

Notification of Final Acceptance (DAF) - means the Certificate issued by
Contracted Party to notify Contracting Party that the Site has been finally
accepted under conditions that are equivalent to TAF (Statement of Final
Acceptance). Such document shall have the same effectiveness as the TAF and
shall comply with the provisions in Annex 5.

Part of the System - means any System functional unit that, by being Implemented
in a specific site or otherwise, is clearly separated from other parts of the
System.

Spare Parts - means any replacement Items as defined in Annex 5 and specified in
Annex 1.

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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

Purchase Orders - means a Contracting Party express request, as set forth in
Annex 3, for the acquisition of Goods and/or Services.

Implementation Plan/Schedule - means the schedule agreed by the Parties for the
Implementation of the System or Part of the System.

Failure Report - means the report(s) to be submitted by Contracting Party to
Contracted Party for purposes of indicating a failure related to the operation
of a Software program included in the System. Such reports shall comply with the
pattern set forth in Annex 4.

Service - means Implementation and Commissioning

System - means the Hardware and Software to be supplied and implemented under
this Contract.

BTS Site - means the Goods and Services to be delivered by Contracted Party to
any specific site, in accordance with Annex 1 to this Contract.

SMC - means Cellular Mobile Service, as defined by Anatel.

SMP - means Personal Mobile Service, as defined by Anatel.

Software - means any computer, module or software packet program or any part
thereof in the same binary code and included in the System as specified in Annex
1.

Software Bound to License Increments ("Pay-as-it-grows") - means the Software
for which the acquisition of license increment is contingent on Contracting
Party needs.

TAF - means the Statement of Final Acceptance to be issued by Contracting Party
in accordance with Annex 5.

TAI - means the Statement of Initial Acceptance to be issued by Contracting
Party in accordance with Annex 5.

Territory - means, in this Contract, the Federative Republic of Brazil.

Acceptance Tests - means all tests and inspections to be made according to the
procedures specified in Annex 5.

Update - See "Software Update".

Upgrade - means a Software update containing new significant features or
applications.

1.2. Other terms in capital letters used in this Contract shall have the
meanings respectively given to them elsewhere in this Contract.

1.3. Words used in the singular number only shall also include the plural number
and vice versa, as required by the context.

1.4. The headings or titles in this Contract are used for purposes of
convenience and identification only and are not intended to describe, construe,
define or limit the scope, extent or intent of this Contract or of any
provisions thereof.

2. CONTRACT DOCUMENTS

2.1 The following sections shall be an integral part of the present Contract:

Annex 1 - List of Unit Prices, Discounts, Vouchers and Incentives

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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

Annex 2 -Responsibilities Matrix

Annex 3 - Procedures for Issuing Purchase Orders, Confirmation, Amendment and
Lead-Times

Annex 4 - Technical Specifications

Annex 5 - Test and Acceptance Procedures

Annex 6 - Performance Bond

Annex 7 - Applicable Documentation

2.2. Without prejudice to both Contracting Party and Contracted Party, the
above-listed Annexes may be modified independent from each other or as a whole,
always subject to the express consent of both contracting parties, as provided
in subclause 42.1.

2.3. All documents referred to in the present Clause 2 are deemed sufficient, in
complement to this Contract, to define their extent and intent and, therefore,
govern the adequate performance of the contracted object.

2.4. In case of conflict and/or discrepancy between the Contract and its
Annexes, the provisions in the Contract shall prevail over the provisions in the
Annexes, except as regards any subject matter of a technical nature clearly
defined in such Annexes.

         2.4.1. The Parties hereby agree that, in case of conflict and/or
         discrepancy between the provisions in Annexes 1, 2, 3, 4, 5, 6 and
         those in Annex 7, the terms and conditions provided in those Annexes
         shall prevail over the provisions in Annex 7.

         2.4.2. In case of any doubt arising out of Contract performance, this
         shall be so settled as to meet the necessary specifications for the
         good performance of the Contract object.

3. CONTRACT OBJECT

3.1. The present Contract sets forth the obligation of Contracted Party to
supply the Goods and Services to Contracting Party in accordance with the
Purchase Orders issued by Contracting Party and accepted by Contracted Party.
Contracting Party shall only be committed in relation to Goods and Services
described in Purchase Orders that are duly issued at its sole discretion and
accepted by Contracting Party, with no implication whatsoever as regards the
estimated values for the issuing of the Performance Bond provided in Clause 28.
Any other document issued by Contracting Party containing a list of Goods and
Services and related quantities shall be equally deemed a mere estimate not
implying any obligation or responsibility on the part of either Contracted Party
or Contracted Party.

3.2. The Parties hereto mutually agree that there will be no commitment between
them to reimburse any expense possibly incurred by the other Party as a result
of this Contract execution, unless otherwise provided in this Contract.

3.3. The supply of Goods and the rendering of Services shall only be started by
Contracted Party against the issue of the related Purchase Orders by Contracting
Party and their acceptance by Contracted Party. According to the relevant
Purchase Order duly accepted and in conformity with the high standards to be
expected from a technically qualified, experienced and competent vendor,
Contracted Party shall supply, install, commission and test the System,
including its Hardware, Software, Spare Parts and Services, as provided in this
Contract.

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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

3.4. The total Contract value shall be defined by the summation of all Purchase
Orders accepted by Contracted Party.

3.5. Contracting Party may temporarily suspend those activities whose Purchase
Orders have already been submitted, subject to the procedure set forth in Annex
3.

3.6. Contracted Party shall be liable for all necessary expenses incurred in
performing the object of the present Contract, including without limitation the
housing, meals and transportation of its employees, legal representatives,
assigns or subcontractors. In no event shall Contracting Party be liable for the
aforementioned expenses, except as provided in subclause 4.4.1 of this Contract
and unless otherwise agreed between the Parties.

3.7. The Parties agree that Contracting Party may request additional Hardware,
Software, Services, Documentation and Spare Parts of Contracted Party
manufacture not included in Annex 1, in which case Contracted Party shall supply
such additional Items in compliance with the provisions in this Contract in
accordance with specific price quotations and delivery terms and provided such
Items are related to the object of this Contract. In the event of any additional
Item having to be imported, Contracting Party hereby acknowledges that the
necessary conditions to meet FINAME/BNDES requirements might not be met.

4. PRICES

4.1. *

4.2. *

4.3. *

4.4. *

         4.4.1 *

4.5. *

         4.5.1 *

         4.5.2 *

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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

         4.5.3 *

         4.5.4 *

4.6 *


5. EXCHANGE RATE VARIATION AND READJUSTMENT

5.1 *

5.2 *

5.3 *

5.4 *

         5.4.1 *

5.5 *

       5.5.1 *

       5.5.2 *

5.6 *

       5.6.1 *

6. ECONOMICAL-FINANCIAL BALANCE

6.1. All prices and commercial conditions established in this Contract are based
on the economical-financial conditions prevailing on the Base Date. Therefore,
in the event of occurring substantial changes in such conditions that would
affect the Contract economical-financial balance, the Parties hereto shall have
to negotiate such ways and means to maintain the original Contract balance as to
ensure a fair relationship between them.



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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

7. Invoicing

7.1. Each sales bill/invoice issued by Contracted Party shall contain the
following information:

(i) The Purchase Order number and date and the reference of the relevant Item in
the Purchase Order;

(ii) The Item from the List of Unit Prices and its corresponding value;

(iii) The FINAME Code Number, if applicable to the acquired Item and if already
published;

(iv) The Contracting Party internal order number, provided that expressly and
timely notified to Contracted Party; and

(v) the Site corresponding to the acquired Goods or to the Services rendered
when indicated by Contracting Party in the Purchase Order.

7.2. In the event of occurring a delayed submission of the sales bill/invoice
and/or errors being identified therein, the following procedure shall be
adopted:

(a) Should it be possible to correct the sales bill/invoice submitted by
    Contracted Party through a letter of correction, then Contracting Party
    shall notify Contracted Party of such correction within five (5) workdays
    counted from the date when the sales bill/invoice was received, and
    Contracted Party shall deliver the mentioned letter to Contracting Party
    within three (3) workdays from the date the Contracting Party request was
    received.

(b) In the event of not being possible to correct the sales bill/invoice
    submitted by Contracted Party by means of a letter of correction therefore
    requiring the submission of a new sales bill/invoice, then Contracting Party
    shall return the irregular sales bill/invoice to Contracted Party within
    five (5) days from the date it was received to enable a new document to be
    issued.

7.3. The new sales bill/invoice submitted by Contracted Party shall be paid by
Contracting Party according to the payment terms set forth in subclause 9.1 of
this Contract and in accordance with the object of the mentioned sales
bill/invoice.

7.4. The detection of errors in sales bills/invoices, the absence of documents
and/or errors or delays in the information submitted by Contracted Party shall
in no event imply the payment of any penalty whatsoever by Contracting Party.

7.5. Contracted Party shall reimburse Contracting Party for any penalty applied
by tax authorities or by any other competent authority as a result of the
submission of an irregular sales bill/invoice, or for failing to submit it,
being liable for any and all cost/loss arising out of such event.

8. PAYMENT PROCEDURES

8.1. All payments shall be credited to a bank account specified in writing by
Contracted Party.

8.2. The information regarding the bank account specified by Contracted Party
shall be updated by providing Contracting Party with a fifteen (15) days advance
notice whenever the need will exist for Contracted Party to modify the
information previously submitted to Contracting Party.

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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

8.3. Contracting Party shall not be liable for any fines for delayed payments
resulting from information incorrectly submitted by Contracted Party in
connection with bank options.

8.4. The amount credited to Contracted Party's bank account, after being duly
available to Contracted Party, shall be deemed payment in full of all
obligations relating to the payment of the portions effected by Contracting
Party under the payment conditions set forth in Clause 9 of the present
Contract.

8.5. Except in case of advance payments made by Contracting Party, Contracted
Party will be notified by Contracting Party of the list of sales bills/invoices
covered by each payment, within thirty (30) days after being effected.

8.6. In the event of Contracted Party receiving any type of tax benefit directly
related to the Goods and Services under this Contract, Contracted Party shall be
responsible for complying with all applicable requirements to ensure that
Contracting Party will accrue the same aforementioned benefit, if so desired and
stated in writing.

9. PAYMENT CONDITIONS

9.1 Payments shall be effected by Contracting Party to Contracted Party in
accordance with amounts in DDP conditions (Incoterms 2000) specified in sales
bills/invoices, as follows:

9.1.1 *

         9.1.1.1  *

9.1.2 *

9.1.3 *

9.1.4 *

9.1.5 Additional Services

The payment terms for additional Services shall be formally agreed upon between
the Parties.

10. DELAYED PAYMENTS

10.1. Any delayed payment shall be updated at the rate of one hundred and ten
percent (110%) of the CDI (Interbank Deposit Certificate) over the amount in
delay, from its maturity date to the date payment is effected. In the event of
delayed payments being made by Contracting Party as provided in this subclause,
Contracted Party may, without prejudice to all other remedies, suspend its
performance under the Contract, in whole or in part, until the date when such
amounts are paid in full.

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       Operationalization Agreement bound to the Goods and Service Supply
            Agreement related to the Provisioning and Implementation
                        of a GSM Mobile Telephone System

10.2. In the event of occurring a delayed payment as provided in subclause 11.3,
Contracted Party shall be subject to the application of the delay charges
described in subclause 10.1 above, to be applied to the amount due.

11. DEDUCTION/WITHHOLDING

11.1 Contracting Party will authorize payments only against the submission by
Contracted Party of (i) the sales bill/invoice; and (ii) notarized copies of the
payroll indicating the employees of Contracted Party or subcontractors that are
rendering Services under this Contract, and of the documents of social security
acquittance with the INSS (National Social Security Agency) and FGTS (Employment
Security Fund) relative to the month immediately prior to the date when the
sales bill/invoice was issued. The documents mentioned under item (ii) shall be
submitted to Contracting Party on or before the twentieth (20th) day of the
month of the maturity date in question.

         11.1.1. Should Contracted Party fail to comply with the provision in
         subclause 11.1 above, Contracting Party shall be authorized to withhold
         one hundred percent (100%) of all payments due to Contracted Party,
         until the date when the corresponding obligation is fully complied with
         by Contracted Party, unless otherwise agreed by Contracting Party and
         Contracted Party.

11.2. Contracting Party may, at its sole discretion, withhold and/or deduct from
any payments due to Contracted Party:

(a) the amount of any applicable penalty as provided in this Contract;

(b) the amount of any damages caused by Contracted Party to Contracting Party
    arising out of this Contract;

(c) the costs related to insurance policies that will be the responsibility of
    Contracted Party under this Contract and that may have to be contracted or
    renewed by Contracting Party, provided that evidence is obtained that
    Contracted Party failed to comply with their respective obligations; and

(d) the amounts charged to Contracting Party as a result of labor or social
    security taxes or claims regarding obligations not complied with by
    Contracted Party under this Contract, or under the applicable legislation.

11.3. Contracting Party may deduct the amounts due by Contracted Party under
this Contract from any future payment. Should such amount exceed the value of
sales bills/invoices, Contracted Party shall pay the difference within sixty
(60) days counted from the date when the corresponding notice is received by
Contracting Party.

11.4. Prior to effecting any deduction and/or withholding any amount as provided
in this Clause 11, Contracting Party shall timely notify Contracted Party of
such deduction and/or withholding to be effected.

12. COMPLIANCE WITH BNDES NORMS

12.1. Contracted Party shall act in conformity with all relevant rules of the
National Bank for Economic and Social Development (BNDES), the compliance of
which will be required on the part of vendor to enable Contracting Party to
apply for BNDES financing ("BNDES Norms").

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12.2. All sales bills/invoices issued by Contracted Party in connection with the
acquisition of locally manufactured Items shall include the FINAME (Special
Industrial Financing Agency) Code Number, as per nomenclature indicated in the
Computerized Manufacturer Registry - CFI/FINAME, provided such code is published
before the date when sales bills/invoices are issued. Contracted Party shall
provide all technical and financial data on the Items acquired by Contracting
Party together with the relevant sales bills/invoices, as required by BNDES or
by FINAME. Contracting Party shall not accept more than one sales bill/invoice
for parts of the same Item, except as otherwise agreed by the Parties. All sales
bills/invoices related to the acquisition of locally manufactured Items shall be
subject to return or to an extension in their maturity dates in the event of
being non-compliant with BNDES Norms or other procedures defined in the present
Contract.

12.3. Contracted Party shall be responsible for the accuracy and authenticity of
all data submitted to Contracting Party in connection with such compliance with
Contracted Party's responsibilities.

12.4. In the event of Contracted Party not complying with its obligations as
provided in this Clause 12, and for which Contracted Party shall be responsible
under the present Contract, thus preventing Contracting Party from applying for
any financing under BNDES Norms for reasons attributable to Contracted Party,
then Contracting Party shall have the right to terminate the present Contract
provided that Contracted Party is not capable of remedying such violation within
sixty (60) days counted from the date when a written notice is given by
Contracting Party on the impossibility of obtaining the necessary financing
under BNDES Norms due to the non-compliance on the part of Contracted Party of
the obligations defined in Clause 12, without prejudice to all losses and
damages caused to Contracting Party as a result of such non-compliance.

12.5. Contracted Party shall not be deemed in violation of the responsibilities
defined in this Clause 12 in the event of the application by Contracting Party
for financing from BNDES being rejected or delayed for the following reasons:

(a) Any modification in the legislation, or acts from government agencies and/or
    authorities enforced after the execution of this Contract, which will
    considerably affect the capability of either Contracted Party or Contracting
    Party to comply with BNDES Norms; and

(b) Force Majeure reasons.

13 LOCAL PRODUCTION

13.1 The Parties hereto agree that the production line of GSM Hardware in
Brazil, effective on the date this Contract was executed and as described in
Annex 1 may be discontinued at the sole discretion of Contracted Party should
Contracting Party demand not justify the maintenance of the mentioned production
line. The Parties hereto agree that, in the event of Contracted Party having to
import any Hardware as a substitute for local production, then Contracted Party
shall be committed to comply with the conditions provided in this Contract.
Contracted Party shall further be committed, in this case, to comply with the
provisions in this Contract regarding FINAME and BNDES.

13.2. Contracting Party shall be committed to provide Contracted Party with a
forecast, not involving the purchase obligatoriness relative to its future
demand, to enable Contracted Party to comply with the Lead Times agreed upon in
this Contract. The procedures for the submission of such forecast shall be
agreed upon by the Parties.

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14. HINDERED SITES AND/OR SITES IMPOSSIBLE TO BE USED FOR REASONS NOT IMPUTABLE
    TO THE CONTRACTED PARTY

14.1. In case a Site is hindered and/or has been declared impossible to be used
for reasons not imputable to the Contracted Party and in case the Contracting
Party requests in writing that the Contracted Party removes and delivers the
Items to an alternate Site, the Contracting Party will bear all incurred costs
by the Contracted Party, provided they have been duly proved and have been
previously approved by the Contracting Party, including such costs (i) all the
Services required for the removal, transportation and additional storage of
those Items, (ii) materials which reuse will be deemed impossible in the
alternate Site, and (iii) mobilization of personnel and any other costs incurred
by the Contracted Party for the purposes defined in herein Clause 14.

14.1.1. In case the Items are not transferred to any other Site, according to
the provisions of sub-clause 14.1 above and the Site hindrance remains and/or
the situation of being impossible to use the Site remains, for reasons not to be
imputed to the Contracted Party for more than sixty (60) days from the notice of
hindrance or impossibility of use, and for such reason the Contracted Party is
prevented to execute the acceptance procedures, the Contracting Party will pay
the Contracted Party, within thirty (30) days from receipt of the relevant
Bill/invoice, the amounts related to the event, regarding the relevant "Term of
Initial Term" or the relevant "In Service Certificate" of the Items supplied to
the Site in question.

14.1.2. In case hindrance of the Site remains and/or the situation of being
impossible to use the Site remains, for reasons not to be imputed to the
Contracted Party, in excess of ninety (90) days from receipt of the notice of
the hindrance and/or impossibility of use, the Contracting Party will pay the
Contracted Party, up to thirty (30) days from issue of the relevant
Bill/invoice, the amounts related to the Final Acceptance of the Items supplied
to the mentioned Site. Contracting Party will be responsible for the safety of
all Items delivered by the Contracted Party until the Site's situation is
cleared and the condition of hindrance and/or the condition of impossibility of
use is released. Damage inflicted upon the Items during the period under the
Contracting Party's security will be the responsibility of the Contracting
Party. The Contracted Party takes on the responsibility for execution of the
procedures for acceptances as soon the relevant authorities release the
hindrance and or impossibility of its use,

15. PLANT TESTS AND INSPECTIONS

15.1 The Contracted Party will test Hardware, Software and Spare Parts in
compliance with the standard procedures related to the Contracted Party's plant
tests. The Contracting Party will have the right its presence during execution
of the mentioned plant tests. The Contracting Party will notify the Contracted
Party about the arrival of its representative at least tem (10) days in advance.
The Contracting Party will be responsible for all travel expenses and other
charges incurred by the Contracting Party or its representatives.

15.2 The Contracted Party guarantees that the Hardware, Software and the Spare
Parts will be delivered to the Contracting Party only in case if they have been
duly approved in the plant tests and under any other relevant quality controls
executed by the Contracted Party.

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16. PACKAGING

16.1 All Items will be adequately packaged in compliance with the Contracted
Party's and freight company packaging standards and delivery specifications.

17. OWNERSHIP AND HAZARD

17.1 Property rights regarding the Goods subject of herein Agreement will be
assigned the Contracting Party on delivery of each Good.

17.2 Liability for the hazards connected with the Goods and Services will be
assigned the Contracting Party according to the following provisions:

a)  In case the Contracting Party has contracted Services from the Contracted
    Party, liability for the hazards connected to the purchased Goods will
    assigned the Contracting Party at the time of execution of the Term of
    Initial Acceptance or In Service Certificate, prevailing that which occurs
    first; and

b)  In case the Contracting Party has not contracted any Services from the
    Contracted Party, liability for the hazards connected to the purchased Goods
    will assigned to the Contracting Party simultaneously with delivery of the
    mentioned Goods.

17.3 Ownership of Software and Documentation will always be of the Contracted
Party and/or its relevant licensors, according to Clause 33 of herein Agreement.

17.4 Ownership and liability for any hazards connected with the Spare Parts will
be assigned to the Contracting Party on their delivery.

18. TAXES

18.1. The prices listed in Attachment 1 include all taxes at the rates in force
on the Base Date of herein Agreement, and the applied ISS is related to the five
per cent (5%) rate for Services, to be adjusted according to the rates
applicable to the destination of the invoicing.

18.2. In case, during effectiveness of herein Agreement, any taxes, levies,
charges or fiscal contributions have been created or the rates used in
Attachment 1 have been altered or, in any other manner the Contracted Party's
burdens have been increased or decreased, the prices of herein Agreement will
undergo a review, in order to reflect such alterations, to be applied from
effectiveness of the legal procedures responsible for introduction of such
alterations.

18.3. The Contracted Party will answer exclusively and severally for the payment
of all contributions, levies and charges which incur or come to incur on the
subject of herein Agreement.

18.4. In case the Contracting Party is legally ordered to withhold from the
Contracted Party any amounts for the payment of any taxes and contributions and,
as a result from judicial measures obtained by the Contracted Party the
Contracted Party does not pay such charges, it is agreed between the Parties
that the Contracted Party will bear sole responsibility for eventual tax claims
which may be filed against the Contracting Party, which will be duly compensated
for any penalties, fines or other consequences which may be demanded as a result
from such matter.

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19. OBLIGATIONS OF THE CONTRACTED PARTY

19.1. Without prejudice to the other obligations set forth herein, the
Contracted Party binds itself to:

a) supply all highest-quality Goods, suitable for corresponding purposes and in
condition for making feasible the integration with related systems, Software,
Hardware and Services object of this Agreement and included in Attachment 1;

b) upon the issue of a Purchase Order by the Contracting Party, perform the
implementation, Commissioning, testing and configuring services of the Goods
listed in item "a" above, provided with technical manpower adequate for
performing and inspecting such activities, in accordance with the terms set
forth herein and in the Attachments hereto;

c) submit the Documentation related to Goods and Services;

d) attend to meetings with the Contracting Party, as agreed, without charge to
the latter;

e) promptly provide, according to the specific circumstances of each case,
information on the performance of its own activities when requested by
Contracting Party, in addition to requesting the latter for pieces of
information and documents required for the performance of its activities;

f) strictly comply with the Schedule, keeping a satisfactory quality level of
the activities object of this Agreement, without prejudice to the performance of
other activities which depend directly upon former ones, promptly reporting to
the Contracting Party any fortuitous delays which may have occurred, or which
occur further;

g) remove, under its own liability and expenses, all packages and exceeding
materials, among others, related to the Goods and Services, transporting same to
a location out of the Sites where the Goods have been installed, and keeping
them in adequate conservation and cleanness conditions, observing any rule and
procedure issued by the Contracting Party and/or government requirements
regarding the Site's management and security, provided that the implementation
of the Goods' acquired by the Contracted Party;

h) take actions concerning sub-contracted parties intended for assuring
Contracting Party's guarantees set forth herein; the sub-contracted parties
shall be replaces whenever requested by the Contracting Party by means of a
formal notice, provided that the reason is duly justified;

i) submit, when applicable, to Contracting Party's prior analysis the technical
information, drawings, manuals, documents and calculations related to the
purposes of this Agreement, including those required for the performance and
follow-up of Hardware and Software's installation and tests, as required,
without violating the Contracted Party's intellectual property rights and
observed the terms set forth under Clause 32; it is hereby agreed that any
further approval by the Contracting Party does not reduce Contracted Party's
liability or exempt it from same regarding such pieces of information, drawings,
manuals, documents and calculations;

j) promptly report to the Contracting Party, by means of written notice or any
other means agreed upon between the Parties, any errors or faults detected by
the Contracted Party on the performance of the object of this Agreement;

k) allow and enable the Contracting Party, through its representatives, to
proceed, at any time, with an inspection and provide the inspectors with all
required information and documents, without any charge, in addition to providing
likewise free access to places where an activity related to this Agreement is
being performed, and keeping the record of all considerable events,
notifications, decisions, irregularities, remarks and counterclaims.
Notwithstanding, it is hereby agreed that should the Contracting Party wish to
carry out tests during the performance of Services by the Contracted Party, such
activity shall be previously discussed between the Parties so that it does not
interfere with the compliance with the Schedule;

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l) purchase under its own name, unless otherwise requested by the Contracting
Party, the Goods to be supplied by the Contracted Party and concerned Goods
payment shall be under the sole liability of same, and the use of the
Contracting Party's name in such dealings is prohibited;

m) issue with enough time the reports requested by the Contracting Party, as
agreed upon between the Parties;

n) obtain the Contracting Party's prior permission in case of access to Sites
under the liability of same;

o) define and keep a full-time technical team as well as an adequate number of
professionals to comply with the Contracting Party's requirements regarding
terms and quality set forth herein; such technical team and professionals shall
refer themselves to the Project Manager assigned by the Contracted Party, who
shall be liable for performing the required interface with the Contracting
Party, among other activities;

p) execute all insurance agreements according to Clause 29;

q) carry out the payment of salaries, all labor, social security and any other
burdens required by the applicable law, and its employees and sub-contracted
parties regarding the object of this Agreement, and such obligations are under
the Contracted Party's sole liability;

r) comply with all obligations related to labor safety rules applicable to the
object of this Agreement, in compliance with the law in force; it is liable for
providing all its employees with each and every, collective or individual, piece
of equipment (mainly helmets, shoes, safety belts, etc.), in addition to
requiring from same and their sub-contracted parties the equipment use and the
compliance with relevant rules, making sure that such pieces of equipment are
being properly used;

s) supply, directly or by means of sub-contracting, local Items, provided and so
identified in the Unit Price List - Attachment 1, duly registered in FINAME as
per the law in force. Items not provided in the Unit Price List, shall be
subject to terms and conditions specific for complying with FINAME's terms;

t) provide all Items, when applicable, on visible places, with identification
cards comprising: registered manufacturer's name, Item manufacturing site and
year, in addition to their technical identification and part number;

u) take over the whole liability for fortuitous accidents caused by its
employees or sub-contracted parties to the Contracting Party and third-parties
during the execution of this Agreement, in addition to direct loss and damages
caused to the Contracting Party and third-parties, as per Clause 30;

v) be fully responsible for its employees and sub-contracted parties, including
charges related to social security, accidents and burdens of managing,
punishing, taxing and civil nature; the Contracted Party shall be deemed the
sole employer and it is clear from now on that there is no relationship of any
kind between the employees of the Contracted Party and the Contracting Party;

w) be fully responsible for the deliver of Goods and Services at the right
addresses, as informed in the Purchase Orders accepted by same; additionally, it
shall be likewise responsible for the additional expenses and the risks related
to the transport deriving from the delivery at sites other than those informed
in the Purchase Orders accepted by same; and

x) be fully responsible for the removal of Goods which have been delivered at
the Site without being requested by the Contracting Party.

19.2. The Contracted Party shall carry out its duties pursuant to its own
methods and standards, and complying with all requirements and technical
specifications agreed upon between the Parties; the Contracted Party is
compelled to comply with applicable standards, including those officially
published by Anatel and ABNT (Brazilian Association of Technical Standards).

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         19.2.1   The Goods shall comply with all effective regulations
                  (including Resolutions 316, 317, 318, 319, 320, 321, issued in
                  the year of 2002, in addition to the old ones 252/2000,
                  226/2000, 263/2001, issued by Anatel) or those eventually
                  established by Anatel and other regulating bodies.

         19.2.2   The Contracted Party is liable for adjusting Goods and
                  Services according to the regulations established by Anatel
                  and other regulating bodies, effective until November 11,
                  2002; the Contracting Party shall not be liable for any charge
                  regarding such adjustment.

19.3. The prices of Goods set forth herein are based on Anatel's specifications
officially published until November 11, 2002. Should Anatel or any other
competent regulating body either modify or establish new specifications which
imply in changes in the Goods supplied by the Contracted Party, the Parties
shall come to an agreement on the prices deriving from such changes.

         19.3.1.  Notwithstanding the provisions under sub-clause 19.3. above,
                  the Parties hereby agree that further regulations which may
                  detail, repeat or adjust subjects which have been object of
                  regulations (Resolutions, Ordinances, Standards or Acts issued
                  by Anatel or other regulating bodies) in force until November
                  11, 2002 applicable hereto, shall be complied with by the
                  Contracted Party without any charge to the Contracting Party,
                  even if such subject have been ruled by means of a regulation
                  issued with a new number upon such date. The Parties hereby
                  agree that deriving adjustments shall be always limited to
                  subjects object of regulations issued until November 11, 2002.

         19.3.2.  Should Contracted Party have developed, as per the Contracting
                  Party express resolution, features which are regulated by
                  Anatel in a way other than that determined by the Contracting
                  Party, the adjustments required for the new regulation issued
                  shall be agreed between the Parties.

19.4. The Contracted Party binds itself to submit homologation certificates for
all equipment models supplied, which may be subjected to mandatory
certification, with the respective effective date updated.

19.5. Contracting Party recognizes that the Contracted Party shall not be liable
for obtaining permits related to the Sites.

20. OBLIGATIONS OF THE CONTRACTING PARTY

20.1 Without prejudice to the other obligations set forth herein, the
Contracting Party binds itself to:

a) make the access to the Sites available and feasible for Contracted Party's
personnel and sub-contracted parties, with all specifications set forth in the
RFI (Ready for Installation) document as provided in Attachment 5, such as
heating, air-conditioned, lighting, current airing and electric power points,
storage proper space, if required, and related quality levels, on the dates
established on the Implementation Plan to be defined between the Parties, or
which are otherwise reasonably required for allowing the Contracted Party to
begin and accomplish the Implementation, without interruptions;

b) provide, as reasonably specified by the Contracted Party, any pieces of
information requested by same and which are required for the System's or Part of
the System's project, engineering and Implementation, or otherwise required for
the Contracted Party to comply with its obligations as per this Agreement as,
for instance, among others, technical data for interfacing with existing
systems, data and plans of the respective Site on the dates specifically
provided in the Implementation Plan, or as otherwise required for the Contracted
Party to comply with its duties;

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c) provide the Contracted Party with effective help to obtain and maintain any
entry or working visa or permit required for the personnel contracted by same;

d) provide the Contracted Party with effective help to obtain and maintain the
licenses required for importing and re-exporting the Equipment of same on
temporary and tax-free basis, within five (05) days as of the Contracted
Parties' request;

e) provide the Contracted Party monthly with a forecast of Goods demand without
any purchase obligation on the Contracting Party's part;

f) obtain required permits for building up and operating the Sites;

g) carry out the payments regarding the supplies object of this Agreement, as
per the terms and conditions set forth herein and Attachments hereto.

20.2 Should the Contracting party fail to comply with or be behind schedule in
the compliance with its obligations as per clause 20, it shall then reimburse
the Contracted Party for all additional costs and expenses the latter may incur
for complying with impacted obligations, provided that such additional costs and
expenses are proved by the Contracted Party and validated by the Contracting
Party, without prejudice to the Contracted Party's right to postpone its
obligations as per the provisions under sub-clause 25.2, or to another term
agreed upon between the Parties. The Contracted Party shall be reimbursed for
all such costs and expenses within thirty (30) days as of the issue of the
respective Bill of Sales/invoice by same.

21. PROJECT MANAGEMENT

21.1 Both Contracted Party and Contracting Party, for the effective period of
this Agreement, shall appoint a Project Manager for the Agreement who:

a) shall have authority to make routine decisions concerning the execution of
this Agreement; and

b) shall keep the closest cooperation possible with the Project Manager of the
other Party, as the case calls.

21.2. The Parties shall appoint the individuals who shall replace the Project
Managers should they be absent or fortuitously prevented from performing their
functions.

21.3. Every communication regarding the performance development of this
Agreement's object, shall be made by means of a written notice and forwarded to
the Project Manager of the other Party, except for cases of oral agreement,
determined according to the job's urgency, which shall be confirmed by means of
written notice within three (03) days as of its occurrence.

21.4 Each Party shall formally report to the other Party the complete name and
position of its Project Manager.

21.5 Except for reasons justified and accepted by the Contracting Party, the
Contracted Party shall keep at the former's disposal, for the effective period
of this Agreement, its Project Manager who shall be responsible for the
management of the System's Implementation and Inspection.

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21.6 The Contracted Party shall appoint a professional duly registered at the
local Regional Council of Engineering, Architecture and Agronomy (CREA), as the
technical person in charge of contracted Services' Implementation.

21.7 Each Party shall be liable for travel and daily expenses of its respective
professionals involved in the Project Management, provided it is not otherwise
agreed between the Parties hereunder.

22. MILESTONES

22.1 Both Parties shall comply with the Schedule, observing the respective
activities as set forth in Attachment 2.

22.2 The issue of the Initial Acceptance Term by the Contracting Party or the
payment to the Contracted Party of any amount due as per the terms herein, shall
not exempt the latter from its liabilities regarding performed activities and
those to be performed, and shall not imply in the final acceptance of same.

22.3 Should Contracting Party certify the existence of any irregularity or
default concerning activities reported as completed by the Contracted Party,
these activities shall be deemed uncompleted, and remain as pending events until
the latter correct such irregularities or defaults; the Contracted Party shall
be liable for deriving expenses.

23. PROGRESS, INSPECTIONS AND TESTING REPORT

23.1. The Contracted Party shall submit to the Contracting Party, weekly or
whenever requested by same, a report on the progress of the System's or Part of
the System's Implementation, as applicable, in order to keep the Contracting
Party aware of: (i) its current phase always comparing to the Schedule; (ii)
next steps to be taken by the Contracted Party concerning faced troubles, or
those to be faced; and (iii) corrections carried out or to be carried out.

23.2. The Contracting Party may, at any time and whenever required, carry out
inspections and tests, provided that in compliance with the provisions under
Clause 19, letter "k", concerning the Goods and Services to be supplied by the
Contracted Party, in order to verify their compliance with the applicable
technical regulations and the specifications provided herein. The following
procedures may be performed:

a) Quality control testing;

b) Inspection at the moment of supply; and

c) Installation inspection.

23.3. Unless otherwise agreed upon between the Parties, the Contracted Party
shall supply, without charge to the Contracting Party, whatever is required for
testing performance in compliance with Attachment 5.

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24. ACCCEPTANCE

24.1 Acceptance and testing procedures concerning all items supplied by the
Contracted Party in compliance with this Agreement, shall be carried out in
accordance with the terms set forth in Attachment 5.

24.2 Acceptance terms concerning the Sites to be made available by the
Contracting Party, shall be in compliance with the terms set forth in Attachment
5.

25. PENALTIES

25.1 Contracted Party should deliver Assets according to the Implementation Plan
to be defined between the Parties. Such Implementation Plan will be always
subject to the Parties' respective responsibilities, as defined in the Matrix of
Responsibilities - Attachment 2.

25.2. In case the Contracted Party is precluded for complying with its
obligations for action or nonfeasance reasons attributable exclusively to the
Contracting Party or to circumstances of Force Majeure, the term for complying
with such obligations will be proportionally postponed for the same number of
days such impossibility will be lasting.

         25.2.1. In the event the foregoing impossibility occurrence for action
         or nonfeasance attributable exclusively to the Contracting Party, it
         should bear with all additional costs incurred by the Contracted Party
         in complying with obligations involved, since properly proved by the
         Contracted Party and validated by the Contracting Party.

25.3. Penalties defined in this clause represent the only and total compensation
for the non-compliance with obligations defined in this Agreement, however, it
is agreed upon that the payment for such penalties to the Contracting Party will
not exempt the Contracted Party from the responsibility of complying with
obligations established in this Agreement, which gave rise to such penalties, as
follows:

25.4. Penalties for Arrears

         25.4.1. In the event that, on account of circumstances for which the
         Contracted Party is responsible, the System or Part of the System is
         not ready for approval by the Acceptance Tests, according to: (i) dates
         agreed in the Implementation Plan, or within the extension or
         postponement period, as the case may be, or (ii) obligations deriving
         from the Matrix of Responsibility established in the Attachment 2, the
         Contracting Party will be entitled to require from the Contracted Party
         the following compensation fines:

                  25.4.1.1. For each BTS Site, the compensation fine will be,
                  for each full week in arrears, 2% (two per cent) over the
                  aforementioned BTS Site, until 10% (tem per cent) maximum over
                  the BTS Site value.

                  25.4.1.2. For all other Items, the compensation fine will be,
                  for each full week in arrears, 2% (two per cent) over part of
                  the Item value in arrears (including costs referent to
                  relevant Services, since rendered by the Contracted Party or
                  by its subcontracted parties), or the Item total value when
                  the part involved prejudices its functional quality, until 10%
                  (ten per cent) maximum over part of the Item value or Item
                  value, as the case may be.

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                  25.4.1.3. In the event the compensation fine has been applied
                  within its maximum limit, the Contracting Party shall, upon
                  notification in writing, require the Contracted Party to
                  comply with its obligations in arrears, within a certain
                  period of time, which will not be inferior to 7 (seven) days
                  counted as from the receipt, by the Contracted Party, of the
                  aforementioned notification. Such period will be defined by
                  the Contracting Party, at its exclusive discretion,
                  considering reasonable technical conditions for complying with
                  the obligation, among other conditions that may influence such
                  compliance.

                           25.4.1.3.1. In case the Contracted Party does not
                           succeed in complying with its obligations within the
                           term established in the abovementioned sub-clause
                           25.4.1.3, the Contracting Party will be entitled to
                           terminate this Agreement, upon simple notification to
                           the Contracted Party.

              25.4.2. The compensation fine payment will not exempt the
              Contracted Party from the obligation of deliver and Implement the
              System or Part of the System.

      25.5 Penalty for not complying with Technical Specifications

25.5.1 In the event Assets installed do not meet Technical Specifications
mentioned in Attachment 4, the Contracting Party will be entitled to apply the
following conditions:

              (a)  During the Technical Warranty period, the Contracted Party
                   should repair or replace the Asset as soon as possible,
                   without additional costs to the Contracting Party. In this
                   case, it will be applied a compensation fine of 1% (one per
                   cent) of the corresponding Asset value;
              (b)  In the event the Asset requested is not available and the
                   Contracted Party has installed another Asset that contains
                   the same or better functional quality, it will not be applied
                   any fine and the Contracted Party will be entitled to install
                   and replace the Asset originally requested, as soon as it is
                   available;
              (c)  In the event the Asset requested is not available and the
                   Asset installed does not meet the Technical Specifications
                   agreed upon, it will be applied a compensation fine of 10%
                   (ten per cent) over the Asset relevant value, since the fine
                   established in the abovementioned sub-clause 25.4 was not
                   applied.


    25.6 Penalty for not complying with the Utmost Term of Intervention During
    the Warranty Period

         25.6.1. During the Technical Warranty period and in case the Contracted
         Party incurs in undue arrears, taking into consideration the maximum
         terms established in sub-clause 26.2, the Contracting Party will apply
         the following penalty:

                o For each delaying hour, 0.2% (point two percent) over the
                  Hardware and/or Software value will be charged, if applicable,
                  and such Penalty limit is established in 20% (twenty per cent)
                  over the Hardware and/or Software value. In the event the
                  limit is attained, the Contracting Party will be entitled to
                  terminate this Agreement.

    25.7. Penalties for Network Elements "Down Time"

         25.7.1. Contracted Party assures that all Network Elements will be in
         operation during the Technical Warranty period.



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         25.7.2. Contracted Party should assure that the annual failure rate for
         each Network Element (MSC, HLR and BSC) should not exceed 40 (forty)
         "down time" minutes (out of operation) per year.

                  25.7.2.1 In case the annual failure rate is exceeded, the
                  Contracted Party should pay penalties for the period exceeding
                  the annual failure rate agreed upon, using the following
                  formula:

                           (a) 0.3 % of the Network Element price for each 15
                           (fifteen) minutes of "down time" exceeding the annual
                           failure rate, limited to 1.5% (one point five per
                           cent) over the Network Element price; and

                           (b) 0.5 % of the Network Element price for each 10
                           (ten) minutes of "down time" exceeding those 115
                           minutes under item (a) above, limited to 5% (five per
                           cent) over the Network Element price.

         25.7.3. For this sub-clause 25.7 purpose, the annual failure rate will
         not consider the "down time" caused by:

              (i)   Preventive maintenance agreed upon between the Parties;

              (ii)  Handling, sizing or changes inadequately performed by the
                    Contracting Party and/or by its subcontracted parties, since
                    evidenced by the Contracted Party;

              (iii) Events of Force Majeure, as mentioned in Clause 31.

         25.7.4. During this Agreement validity term, in case of conflicts or
         doubts between its terms and the provisions of any system support
         agreement executed or to be executed among the Parties, the agreement
         conditions that most benefit the Contracting Party should prevail, and
         the Contracting Party will not be allowed to join simultaneously
         conditions of one and of other.

    25.8  Limitation for all Penalties

25.8.1. Notwithstanding any other conditions established herein, the payment of
compensation fines established in this Agreement is limited to 10% (ten per
cent) of the accumulated value of Purchasing Orders accepted by the Contracted
Party.

26. TECHNICAL WARRANTY

26.1 System or Part of the System

         26.1.1 Contracted Party guarantees that Assets are of the best quality,
         news and do not present any irregularities, defects or errors even
         though related to the manufacturing ("Technical Warranty").

         26.1.2 The Technical Warranty period applied to Assets will be of 24
         (twenty four) months counted as from the Statement of Initial
         Acceptance or the "In Service Certificate" issuance, the earliest to
         occur. The Technical Warranty period of Items repaired or replaced will
         be effective until the original warranty termination, and should never
         be inferior to 6 (six) months counted as from the Item repair or
         replacement date.

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         26.1.3. Notwithstanding provisions mentioned in sub-clause 26.1.2
         above, Parties agree herein that the Technical Warranty period for
         Spare Parts and for all and any Hardware and/or equipment acquired
         without correlated Services will start in the date of the respective
         delivery.

         26.1.4. Parties agree herein that in the event the Contracted Party is
         requested for executing a repair or correction or executing any other
         Services under provisions mentioned in this Clause 26, such Service
         should be executed by the Contracted Party or by its subcontracted
         parties, taking into consideration conditions established in this
         Agreement.

         26.1.5. In consideration of provisions mentioned in sub-clauses 19.2
         and 19.3, it is agreed upon between the Parties that all Assets should
         meet the GSM specifications established by the Brazilian legislation,
         including those related to Anatel and ABNT rules. Furthermore, Parties
         agree herein that the Contracted Party will not be liable for
         consequences arising from any modifications performed in the GSM
         specification, after the supply of Assets to the Contracting Party.

         26.1.6. Parties should agree upon with the Technical Warranty terms and
         conditions applicable to Items not included in the scope of this
         Agreement.

         26.1.7. Defective, irregular or erroneous Assets, which are replaced,
         should be returned to the Contracted Party.

         26.1.8. Assets presenting defects, irregularities or errors should be
         removed from the Contracting Party facilities upon its authorization,
         in writing, as provided by this Agreement.

         26.1.9. During the Technical Warranty period and at the time a defect,
         irregularity or error is identified in any Item provided by the
         Contracted Party, the Contracting Party should notify the occurrence,
         in writing, to the Contracted Party, who should proceed according to
         provisions established in sub-clause 26.2, Utmost Intervention Term.

         26.1.10. Assets returned for repair or replacement should follow
         returning instructions and procedures, as per the Request for Repair
         and Replacement and Control of Defects Report document provided in the
         Attachment 4. For Items that should be repaired or replaced at the
         Contracted Party's plant within the State of Sao Paulo, the Contracting
         Party should pay for transportation costs since its facilities up to
         the Contracted Party's plant and the Contracted Party should pay for
         all transportation costs for delivering Items repaired or replaced to
         its place of origin.

         26.1.11. During the Technical Warranty period, Hardware units
         presenting failures that need to be repaired at the Contracted Party's
         plant will be returned to the Contracting Party within 60 (sixty) days
         as from the receiving date at the Contracted Party's plant of units in
         question.

         26.1.12. Except if otherwise agreed upon by the Parties, with regard to
         the Software indirectly supplied by the Contracted Party, it will
         transfer to the Contracting Party warranties granted to the Contracting
         Party by its supplier and such warranties will be effective for a
         period of at least 24 (twenty four) months as from the Statement of
         Initial Acceptance or "In Service Certificate" issuance, the earliest
         to occur. In case the Contracted Party is unable to transfer such
         warranties, the Contracted Party should guarantee the aforementioned
         Software, during a period of 24 (twenty four) months as from the
         Statement of Initial Acceptance or "In Service Certificate" issuance,
         the earliest to occur.

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         26.1.13. Contracted Party guarantees to the Contracting Party that
         Services will be carefully and professionally executed and in
         accordance with Technical Specifications agreed upon by the Parties
         with regard to Services in question, using non-defective materials. In
         case there is an evidence that Services were not executed as defined in
         this sub-clause, the Contracted Party, at its expenses, will promptly
         correct any defects of failures, which are under its responsibility.

         26.1.14. Warranties granted in this Clause are the sole warranties and
         liabilities of the Contracted Party with regard to the System or Part
         of the System, subject of this Agreement.

         26.1.15. In the event that more than 10% (ten per cent) of the total
         number of any specific unit present identical failures more than 3
         (three) times ("Systematic Failure"), generic measures should be taken
         to solve the problem, by the replacement of faulty units, if necessary.
         In case the Contracted Party is unable to present a solution in such a
         way as to prevent such failure to occur again, the Contracted Party
         will be responsible for the replacement of such unit, including the
         transportation, Implementation and all other relevant costs.

         26.1.16. Contracting Party should repair the faulty Software and should
         provide Software ("patches") corrections at the time Software problems
         (`bugs") are detected without any burdens to the Contracting Party
         during the Technical Warranty period.

         26.1.17. Contracted Party will include Software ("patches") corrections
         in versions subsequent to those in which the correction was performed,
         without any additional cost to the Contracting Party, since such
         Software ("patches") corrections are indeed necessaries.

         26.1.18. Parties agree herein that the Technical Warranty will cover
         all Assets failures and replacements, excepting the field labor, which
         will be provided without charges only in the occurrence of a Systematic
         Failure, and it will not be applicable if:

                  a) Assets are used and maintained under abnormal conditions or
                  in disagreement with the Documentation, information,
                  orientation provided by the Contracted Party and with the
                  Contracting Party specifications informed and previously
                  agreed upon with the Contracted Party;

                  b) Contracting Party did not notify the Contracted Party
                  within 10 (ten) days after it took notice of such failures,
                  non-conformities or deviations;

                  c) Such failures, non-conformities or deviations are
                  undoubtedly caused by equipment supplied by third parties,
                  operationally interconnected to Assets;

                  d) Contracting Party have hampered the Contracted Party to
                  inspect and solve such failures, non-conformities or
                  deviations; and

                  e) Contracting Party did not implemented Software Updates to
                  Assets for purposes of failure correction within 1 (one) month
                  counted as from its receipt, during the Technical Warranty
                  period.

         26.1.19. Warranties granted in this Clause 26 should not be applied to
         any failures deriving from Assets modifications, without the previous
         approval, in writing, of the Contracted Party.

         26.1.20. Warranties granted in this Clause 26 are not applicable to
         consumable Items.

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26.2. Intervention Terms

         26.2.1 Contracted Party should observe the following intervention terms
         during the entire Technical Warranty period:

         26.2.2 Intervention in case of Emergency (during 365/365 days per
         year):

                   a. Help Desk availability: 00:00-24:00 h;
                   b. Site Intervention terms for: MSC, OSS and BSC:
<TABLE>
<CAPTION>
<S>                                                                           <C>
                           (i) Sao Paulo and Campinas:                 within 4 hours after requested, in writing;

                           (ii) Rio de Janeiro:                        within 8 hours after requested, in writing;

                           (iii) Curitiba and Belo Horizonte:          within 10 hours after requested, in writing;

                           (iv) Brasilia, Porto Alegre and Goiania:    within 12 hours after requested, in writing;

                           (v) Manaus and Belem:                       within 24 hours after requested, in writing;

                           (vi) Salvador and Recife:                   within 24 hours after requested, in writing.
</TABLE>
                  26.2.2.1. Abovementioned intervention terms depend on flights
                  commercial timetables, if applicable. In case the intervention
                  is needed in Sites not located in Cities other than those
                  provided in the sub-clause 26.2.2 above, Parties will agreed
                  upon about the respective utmost intervention terms.

         26.2.3 During this Agreement validity term, in the event of conflict or
         doubt between provisions established in this sub-clause 26.2 and
         provisions of any system support agreement executed or to be executed
         between the Parties, the agreement conditions that most benefit the
         Contracting Party should prevail, and the Contracting Party will not be
         allowed to join simultaneously conditions of one and of other.

27. SPARE PARTS

27.1. Contracted Party assumes the obligation to supply to the Contracting
Party, for a period of 12 (twelve) years counted as from this Agreement
termination date, support services and maintenance, as well as spare parts,
associated to each and every Hardware that has been supplied during this
Agreement validity term, and it is agreed herein that, after this Agreement
termination, terms and conditions (including prices) applicable to such services
and spare parts will be subjected to an agreement by the Parties.

27.2. Notwithstanding the foregoing, in the event the Contracted Party opts for
discontinuing the supply of any Spare Part, the Contracted Party will address to
the Contracting Party a previous notification within 12 (twelve) months, in such
a way as to allow the Contracting Party to place Purchasing Orders for the
aforementioned Spare parts within such period.

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28. PERFORMANCE BOND

28.1 As a warranty for complying with all its liabilities established in this
Agreement, the Contracted Party should deliver to the Contracting Party, a
"Performance Bond" issued by a first line bank, at the Contracting Party's
discretion, terms of which should observe provisions established in Attachment 6
of this Agreement, as well as the following defined criteria:

28.2. During this Agreement validity term, Performance Bonds should be given for
successive periods based on the value corresponding to 15% (fifteen per cent) of
Assets supplies and Services rendered, by adopting the following:

         a1. For the first Performance Bond validity period, which will comprise
         the first 6 (six) months of this Agreement validity term, the
         Performance Bond value should be of R$33,000,000.00 (thirty three
         millions of Reais), corresponding to 15% (fifteen per cent) of Assets
         supplies and Services rendered estimated for such period, and the
         Contracted Party should present the corresponding Performance Bond to
         the Contracting Party within 30 (thirty) days as from this Agreement
         signature date;

         a2. Within 15 (fifteen) days before the termination of the Performance
         Bond validity date, given for the period established in "a1" above, the
         Contracted Party assumes the obligation to present a new Performance
         Bond, replacing the previous one, which should comprehend the total
         amount of the equivalent to 15% (fifteen per cent) of the value
         effective invoiced till then, plus 15% (fifteen per cent) of the value
         estimated by the Contracting Party for the next 6 (six) months,
         proceeding as such for subsequent periods until the Agreement
         termination, except for the last period, which according to the final
         Agreement maturity date, should be superior or inferior to that number
         of months.

28.3. Nevertheless, it is agreed upon between the Parties that on account of the
Performance Bonds periodical issuance, as provided above, the Contracted Party,
after the Agreement termination, should contract a new Performance Bond for the
two years subsequent to such termination, related to the Technical Warranty
period, under the following conditions: (i) for the first year, counted as from
the Agreement termination, the contracted Performance Bond should correspond to
5% (five per cent) of the total amount effectively invoiced until the Agreement
termination; and (ii) for the second year, counted as from the Agreement
termination, the contracted Performance Bond should correspond to 3% (three per
cent) of the total amount effectively invoiced until the Agreement termination.

28.4 Contracting Party is entitled to execute the Performance Bond in case the
Contracted Party does not comply with any of its obligations established in
Agreement, notifying immediately the Contracted Party about Performance Bond
exercise.

28.5 It is also agreed upon by the Parties that Performance Bonds should be
issued under first demand conditions, irrevocable and irretrievable, and will
not be subjected to any condition stated previously to its executed.

29. INSURANCE

29.1. Contracted Party should offer risks liability insurance for System or Part
of the System engineering, installation and mounting, as the case may be,
covering damages caused by the Contracted Party and by its subcontracted
parties. Such insurance should be contracted from a first line insurance company
and should cover all reasonable risks inherent to Services and Assets provided
in the subject of this Agreement. Insurance should produce effects until the
liability transference, according to Clause 17 therewith. The insurance will
also cover costs for Assets replacement as well as its parts and components,
which the Contracted Party will deliver to the Contracting Party for the System
or Part of the System Implementation, as the case may be.

         29.1.1. Abovementioned sub-clause 29.1 is not applicable in cases of
         installation, tests and integration Services that are rendered by third
         parties directly contracted by the Contracting Party. Such third
         parties will assume the responsibility for eventual damages they happen
         to cause to the Contracting Party's Assets. Nevertheless, it is agreed
         upon that, as long as the Contracted Party renders installation, tests
         and integration Services, jointly and severally with the Contracting
         Party, the Contracted Party will assume the responsibility for
         contracting the insurance provided in the abovementioned sub-clause
         29.1 with regard to such Services.

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29.2. Contracted Party should maintain a Civil Liability Insurance in the amount
of R$2,500,000.00 (two millions and five hundred thousands Reais), covering
material and/or personal damages caused by the Contracted Party, or by its
subcontracted parties, to the Contracting Party or to third parties, during the
System Implementation, which should remain effective during this Agreement
duration.

29.3. Insurances eventually contracted by the Contracting Party will not
constitute a reason for the Contracted Party not contracting insurances
stipulated in this Agreement and should not affect the Contracting Party's right
to fix any fine, Penalty, indemnity or liability upon the Contracted Party.

29.4. Contracted Party should present to the Contracting Party copy of insurance
policies, fully quitted, stipulated in above sub-clauses 29.1 and 29.2,
immediately after its contracting and at each renewal.

29.5. Contracting Party should previously analyze and approve insurance policies
coverage conditions, which should not be have any modification during this
Agreement duration, without the previous Contracting Party authorization, in
writing.

29.6. Insurance policies approval by the Contracting Party does not relieve the
Contracted Party's responsibility for indemnifying the Contracting Party for
losses and damages to which it give rise, complying with conditions stipulated
in this Agreement, including the event of such amount exceeding the maximum
indemnity limit stipulated in the insurance policies.

30. INDEMNITIES AND LIABILITY LIMITATION

30.1 Contracted Party assumes the fully and completely liability, be it upon
administrative, civil or penal jurisdiction, for direct damages caused during
the execution of its or its contracted parties activities, before the
Contracting Party or third parties, holding the Contracting Party harmless of
any liability and burdens derived from this Agreement.

30.2 Contracted Party is liable for any expenses, unfavorable sentences or
losses related to injuries or death caused to any person, or any other type of
damage to any asset belonging to the Contracting Party or to third parties, all
of them deriving from this Agreement, and the Contracted Party will assume the
responsibility for each defense burdens in any proceeding (judicial or
extra-judicial) filed by third parties against the Contracting Party, since
proved the Contracted Party or its subcontracted parties' liability.

30.3 In the event a suit is filed upon the Contracting Party resulting from acts
or nonfeasance attributable to the Contracted Party or to its subcontracted
parties, including labor, fiscal and/or civil claims, the Contracted Party
should hold harmless and indemnify the Contracting Party for any damages,
expenses and liabilities, and should substitute the Contracting Party in such
claim, observing the following conditions:

a) since the Contracting Party informs to the Contracted Party, in writing and
under terms below, the receiving of any, citation, summons or notification, and
abstain from making any arrangements referred to, without the previous approval
by the Contracted Party:

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(i) Judicial citation and summons within 15 days term - within 72 hours;

(ii) Extra-judicial summons within 15 days term - within 72 hours;

(iii) Summons with a 30 days response - within 05 days; and

(iv) Any other summons with a response term superior to 30 days - within 10
days.

         a1) Abovementioned terms will be calculated as from the first working
         day, inclusive, after the receiving of summons, citation or
         notification by the Contracting Party.

b) since the Contracting Party grants to the Contracted Party full powers to
defend the proceeding or to compound with the third party complaint; and

c) since the Contracted Party is informed about all circumstances which the
Contracting Party is aware of, and which are significant to the commenced
action.

         30.3.1 In case the Contracted Party no longer acts for defending such
         claims or proceedings, the Contracting Party should take all
         appropriated legal remedies and should be reimbursed of all expenses
         deriving from such remedies, including judicial costs and attorney's
         fees.

30.4 None of the Parties will be, in any circumstance, responsible for the other
Party, under this Agreement, for database losses, production losses, businesses
or anticipated profits losses or any other incidental damage, whether or not
such possibility of damage was reasonably estimated, unless if for deceit
reasons.

30.5 The Party aggrieved by losses and damages will use its reasonable endeavors
to restrict such losses and damages.

31. FORCE MAJEURE

31.1 Any of the Parties will be released for complying with any of its
obligations under this Agreement in the event of Act of God or force majeure
("Force Majeure"), under the terms stipulated in the Brazilian Civil Code,
Article 393.

31.2 In case of Force Majeure, the aggrieved Party will promptly notify the
other Party, in writing, providing all relevant information. The liability or
condition term aggrieved by the Force Majeure will be postponed for the same
number of days such hindrance persist or by another tem that will be agreed
upon, in writing, by the Parties.

31.3 The lack of a notification under the abovementioned terms will give raise
to losing the right of alleging an event of Force Majeure for not complying with
any clause or condition stipulated in this Agreement, and the defaulting party
will be subjected to penalties stipulated herein.

31.4 If the Force Majeure cause lasts for more than 6 (six) months, then any of
the Parties will be entitled to terminate this Agreement, in whole or in part,
and the other Party will not be entitled to claim for any indemnity, of any
kind.

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32. RIGHTS OF INTELLECTUAL PROPERTY

32.1. Copyrights over all drawings, specifications, manuals, documents and data,
and the rights of intellectual property provided by one of the Parties to the
other, according to this Agreement, should remain with the Party holding such
rights, however, the recipient Party will be entitled to the non-exclusive and
non-transferable license for using copyrights for the execution of this
Agreement, as well as for the System operation and maintenance, when strictly
defined in this Agreement.




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33. LICENSE FOR SOFTWARE AND DOCUMENTATION USE

33.1 Subject to terms and conditions stipulated in this Clause 33, it is hereby
granted to the Contracting Party a license for a period of 50 (fifty) years,
irrevocable and non-exclusive, for the Software and Documentation use (subject
to payments, by the Contracting Party, of the corresponding amounts), for the
operation and maintenance by the Contracting Party itself or by third parties
rendering services to the System or to Part of the System, according to this
Agreement and its Attachments. With regard to the Software and the Documentation
not directly provided by the Contracted Party, it declares that it does not hold
the necessary rights to transfer the respective licenses to the Contracting
Party for the Software and Documentation use.

33.2. Contracted Party should provide to the Contracting Party during the
Technical Warranty period, without any additional charges, Updates of the
licensed Software and their corresponding rights, as soon as they are available.

33.3. Contracted Party should provide any Upgrades the to the Contracting Party,
as soon as they are available, subject to prices and conditions to be previously
agreed upon by the Parties.

33.4. Notwithstanding any provisions otherwise stated in this Agreement, it is
agreed upon herein that Contracting Party will not receive any ownership or
proprietary rights over the Software or the Documentation and such rights will
remain with the Contracted Party or its suppliers.

33.5. Contracting Party agrees that the Software or the Documentation that is
being provided herein or any of their renewals, extensions or roll-outs will be
considered as exclusive and as a business secrecy of the Contracted Party or of
its suppliers, and will be subject to provisions stipulated in Clause 36.

33.6. In view of the foregoing, the Contracting Party:

a) will not supply or make available the Software or the Documentation or any of
their parts or features (including any of their methods or concepts used or
specified) to any third party, except to their employees of services rendered
companies, as necessary;

b) will not make any copies of the Software or the Documentation or any of their
parts, except for backup purposes;

c) when copies allowed as mentioned above are executed, it will transfer to such
copies any advise of copyright or other advise contained in the Software or in
the Documentation;

d) will not modify, de-compile, translate (except for internal use), adapt,
arrange or correct any error or make any change in the Software or in the
Documentation without the Contracted Party's previous approval, in writing; and

e) will not use the Software or the Documentation for other purpose but the one
allowed in this Clause 33; e

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f) will not transfer the Software and/or Documentation license to another
Network Element but the one it was contracted for, as well as outside the
territory, without the Contracted Party's previous consent, in writing.

33.7. Contracting Party and any Contracting Party's successor holding the
ownership of the Hardware or part of the Hardware will be entitled to,
independently of the Contracted Party consent, transfer this license to a third
party, who acquires the System or part of the System, since such third party
assumes the obligation, in writing, to adhere to all terms and conditions
stipulated in this license.

33.8. Obligations of the Parties, as stipulated in this Clause 33, will survive
to the termination or expiration of this Agreement, for whatever reason.

33.9. The Software licensed according to this Agreement will be delivered in one
inseparable package containing also, in addition to the Software, other programs
or technical resources, which will not be allowed to be used by the Contracting
Party as they concern to additional applications. However, upon the Contracting
Party's request, the Contracted Party is able to offer a license for using such
other software programs or technical resources under the same terms and
conditions stipulated in this Agreement, excepting with regard the price, which
should be negotiated between the Parties.

33.10. Contracting Party agrees with not transferring, directly or indirectly,
any American technical data (including the software) that are part of the OSS
System, which the Contracted Party have acquired from the Gensym Corporation
company, or any other associated product, without the previous authorization, in
writing, of the American Trade Department or other American government agency,
to the following countries: Albania, Angola, Armenia, Azerbaijan, Byelorussia,
Bosnia and Herzegovina, Bulgaria, Cambodia, Cuba, China (PRC), Estonia, Georgia,
Iran, Iraq, Kazakhstan, Kyrgystan, Laos, Lithonia, Libya, Lithuania, Moldova,
Mongolia, Korea North, Romania, Russia, Rwanda, Sudan, Syria, Tajikistan,
Turkmenistan, Ukraine, Uzbekistan and Vietnam.

33.11. The Contracting Party will use the software referred to in sub-clause
33.10 above, strictly for executing its businesses in Brazil and only for
pacific and not for military purposes.

33.12. Contracting Party should not export the Software referred to in above
sub-clause 33.10 without the Contracted Party's formal authorization (except for
repair / updating / maintenance purposes at the manufacturer plant or at another
manufacturer plant, it may indicate).

34. INFRINGEMENTS TO RIGHTS OF INTELLECTUAL PROPERTY

34.1 Contracted Party will indemnify and hold the Contracting Party harmless
from all suits and claims of patents, copyrights, registered drawings
infringements or any other intellectual property rights in view of Assets use,
according to conditions stipulated in this Agreement and the Contracted Party,
at its discretion and expenses, will promptly:

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i) obtain, to the Contracting Party, rights for Assets continuous use, or

ii) replace or modify Assets in such a way that they no longer infringe
    such rights, since functional qualities and performance are maintained.

34.2 In case the Contracted Party does not attain none of above indicated
options, enabling the Contracting Party to remain legally able to exercise
rights of use associated to Assets, the Contracted Party should remove the
complete Software associated to the infringement and should indemnify the
Contracting Party for the purchasing price paid and updated based on the market
conditions then in force, referent to this or any similar Software, in the event
such Software is off-the-shelf. If the Software returned under the terms of this
sub-clause is a component, which absence may affect the functional quality of
the System or part of it, the Contracted Party should restore such System
functional quality assuming the responsibility for direct damages caused to the
Contracting Party, since:

a) the System is being correctly used in accordance with the Documentation and
the purposes stipulated herein;

b) Contracting Party informs the Contracted Party, in writing, under the terms
of letter "a", sub-clause 30.3., about any claim filed on the account of the
supposed infringement, as aforementioned, and abstain from acting for the
account of such claim without the previous approval of the Contracted Party;

c) Contracting Party informs the Contracted Party, in writing, under the terms
of letter "a", sub-clause 30.3, in case any proceeding that is being brought
before a court by any third party, on the account of such claim and the
Contracted Party will have full power to defend and to enter into an agreement
by means of a lawyer;

d) Contracted Party is informed about all knowledgeable circumstances of the
Contracting Party that are pertinent to the proceeding brought before a court
and that the Contracting Party abstains from all remedies related to the
proceeding brought before a court that may aggrieve the Contracted Party;

e) Contracting Party offers to the Contracted Party a reasonable support
necessary to make a settlement or to defend the proceeding brought before a
court;

f) the infringement or supposed infringement was caused by Items supplied by the
Contracted Party under the terms of this Agreement; and

g) the infringement or supposed infringement does not derive from any System
modifications, by the Contracting Party, and not approved by the Contracted
Party.

34.3 Since properly notified, the Contracted Party will hold the Contracting
Party, its officers, employees and proxies, harmless from any actions, claims,
suits or proceedings brought before a court against the Contracting Party and
will indemnify it for any expenses, costs, unfavorable sentences and damages it
may be ascribed by means of judicial judgment or settlements made, resulting
from any infringements stipulated in this Clause.

34.4 This Clause 34 establishes the Contracted Party' sole obligation and the
Contracting Party's sole appeal concerning claims or infringements of
intellectual property rights argued by a third party in view of inadequate use
of the System, according to conditions stipulated in this Agreement.

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35. SUBCONTRACTING

35.1. In case the Contracted Party intends to subcontracting part of is
obligations under this Agreement, the Contracted Party should deliver
subcontracted parties names to the Contracting Party for its approval,
specifying obligations of each subcontracted party. Within 10 (ten) days after
receiving such notification, the Contracting Party should communicate to the
Contracted Party, in writing:

(a) The list approval of the subcontracted parties; or

(b) The list rejection of the subcontracted parties or of one specific
subcontracted party, providing, also, relevant, valid and detailed information
concerning the rejection. Information provided by the Contracting Party should
not, for whatever reason, be disclosed to third parties, including subcontracted
parties. In the absence of such notification by the Contracting Party, the list
of subcontracted parties will be considered approved after the aforementioned
termination date of 10 (ten) calendar days.

35.2. At all events, the Contracting Party will remain fully responsible for all
actions and/or nonfeasance of its subcontracted parties and for the strict
execution of this Agreement.

36. CONFIDENTIALITY

36.1 All information disclosed under this Agreement, be it disclosed in writing
or orally, should be considered confidential and exclusive, except if strictly
indicated as non-confidential at the time of its disclosure. The recipient Party
should clearly use, have used, disclose such non-confidential information to
third parties; except, however, if no provisions contained in this Clause is
considered as an assignment of any license as per any intellectual property
right.

36.2 Except as provided in sub-clause 36.3 below, the Party receiving such
confidential information assumes the obligation to handle it as strictly
confidential and will not disclose, directly or indirectly, to any other
individual, company, corporation, association or legal entity, for whatever
purposes, the confidential information then received and will not use or copy
such confidential information, except for this Agreement purpose. Such
confidential information may be disclosed only to those employees, advisers and
subcontracted parties of the recipient Party, who present the need to have
access to such information for the purpose that they are being disclosed, and
who have secrecy liability before the recipient Party.

36.3 Such liability will not enforce any obligation to any of the Parties with
regard to any part of such information, which:

a) is of the recipient Party's knowledge before it was received from the other
Party (as evidenced in the registration files of the recipient Party);

b) is of general knowledge or, (without the act practice or nonfeasance by the
recipient Party) become of general knowledge;

c) is provided to the recipient Party by a third party, who the recipient Party
believes in good faith is free to do such disclosure and without restriction
about such disclosure;

d) is disclosed to a third party by the proprietary Party of the confidential
information, without restriction about such disclosure;

e) is developed independently of the recipient Party without any confidential
information provided by the discloser Party.

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36.4 Notwithstanding any other Clause of this Agreement, the Contracting Party
consents herein with the disclosure of information concerning this Agreement
that may be necessary for the Contracted Party to transfer any accounts
receivable to any financial institution or other third party, considering the
condition agreed upon in sub-clause 36.2.

36.5 The secrecy obligation stipulated in this Clause 36 will survive to the
termination or expiration of this Agreement during a period of 5 (years) years,
counted as from its termination date.

37. INTERCEPTION

37.1 Contracting Party is aware that the "intercept" function is a technical
functional quality available in Assets, subject of this Agreement, allowing the
Contracting Party to comply with provisions established in the Act 9296/96,
which deals with telephone communication interceptions of any kind and, therein,
also recognizes that:

i) The "intercept" function may intercept third parties communications, which
may delineate a criminal violation, if used in disagreement with the applicable
legislation;

ii) Consequently, the use of such function will take place only with regard to
the aforementioned legislation and, therefore, requires the existence of a
specific judicial order emanated from a competent judge;

iii) The function scope provided by the Contracted Party does not comprise any
equipment (as for example, but not limited to, audio recording or data storage
equipment regarding monitored calls), which should form a monitoring center, in
which the function will be in conditions to be operated; and

iv) Each and every responsibility of the Contracted Party is limited to the
function supply, and the Contracted Party is not liable for the commissioning,
except for its implementation, and in this case such implementation will not
take place in the course of any monitoring operation, for the monitoring
accomplishment, or for the function use, and the Contracting Party declares that
it recognizes the legal limitation of the function use, which will be applied to
its employees, subcontracted parties and eventual proxies.

38. AGREEMENT EFFECTIVE DATE AND DURATION

38.1. This Agreement will be in force in the date of its signature and will be
effective until December 31st, 2004, and its effects should retroact back to May
8, 2003. This Agreement is subject of renewal upon mutual agreement, in writing,
by the Parties.

         38.1.1. Parties agree that, with regard to TIM CELLULAR, this Agreement
         effects should retroact back to June 01st, d 2003, instead of May 8,
         2003, and this Agreement will remain equally valid until December 31st,
         2004.

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39. TERMINATION

39.1 In case the Contracting Party becomes liable for a maximum compensation
fine under the terms of sub-clause 25.8, the Contracting Party may, upon
notification in writing, request to the Contracted Party for concluding the
Implementation of the delayed System or Part of the System within a specific
period, which will reasonably take into consideration technical conditions and
others in force and also delays that have already occurred, which will be not
inferior to 30 (thirty) days. If the Contracted Party does not conclude the
Implementation within such period, the Contracting Party will be liable to
promptly terminate the Agreement upon notification in writing to the Contracted
Party and without prejudicing the right of receiving the compensation fine
stipulated in this Agreement.

39.2 Any of the Parties will be entitled to terminate this Agreement notifying,
in writing, the other Party, upon the occurrence of any of the following events:

a) In case the other Party commits an infringement to this Agreement and, after
receiving a notification in writing specifying the infringement or nonfeasance,
does not remedy the violation within the period specified in such notification,
which should take into consideration all relevant circumstances and should not
be inferior to 30 (thirty) days.

b) In case of bankruptcy or insolvency processes are filed against the other
Party and such processes are not liquidated within 45 (forty five) days counted
as from the process filing date, or if the other Party applies for creditor's
composition.

c) On account of a Force Majeure event, as provided in Clause 31.

d) In the event the Contracting Party's licenses for operating the System are
revoked.

39.3 The termination or expiration of this Agreement, for whatever reason, will
not prejudice any right or liability of any of the Contracting Parties,
regarding to this Agreement, deriving from such termination or expiration.

39.4 In the event of this Agreement termination, for whatever reason defined in
this Clause, the Contracted Party will not be liable to any indemnity, being
entitled only for receiving payment for Assets already supplied and/or
manufactured, for Services already rendered (observed that such Assets and
Services are in accordance with this Agreement and its Attachments), as well as
for all costs incurred and properly proved by the Contracted Party with regard
to Purchase Orders already issued by the Contracting Party, however not yet
delivered by the Contracted Party, not limited to equipment, materials or
services already acquired from third parties by the Contracted Party and
personnel involved in their execution, until the effective date of this
Agreement termination. Such costs should be available for inspection by the
Contracting Party upon its previous request, in writing.

         39.4.1 Depending on the Purchase Orders execution level, the
         Contracting Party will have the option to request that the same are
         concluded and Assets and Services requested in it, are delivered to the
         Contracting Party, according to conditions agreed upon herein.

39.5 The termination or expiration of this Agreement will not cause to the
Contracting Party the termination of the right to use the licensed Software and
Documentation under the terms of this Agreement.

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40. JOINT RESPONSIBILITY

40.1. Ericsson Telecomunicacoes S.A. and Ericsson Servicos de Telecomunicacoes
Ltda are jointly responsible before the Contracting Party for any obligations
established in this Agreement, and the Contracting Party may require from both
or from one of them the full compliance with all liabilities established in this
Agreement.

41. NOTIFICATIONS

41.1 All communications provided in this Agreement will be made in writing and e
provided for delivery in hands or by registered letter for the following
addresses:

For the Contracted Party:

Sr. Lourenco Pinto Coelho

Rua Maria Prestes Maia, n.(0) 300

Sao Paulo - Capital

ZIP CODE 02047-901


For the Contracting Party:

To MAXITEL, TIM SUL, OPERADORAS TIM NORDESTE E TIM CELULAR S.A.:

Sr. Jorge Firpo

Rua Fonseca Teles, n(0) 18, Sao Cristovao

Rio de Janeiro - RJ.

ZIP CODE: 20.940-200


41.2 All notifications will be effective as from their receiving by the other
Party.

42. GENERAL PROVISIONS

42.1 No additions or modifications in this Agreement will be in force or entail
any of the Parties except if agreed upon in writing and signed by properly
authorized representatives of each Party.

42.2. This Agreement establishes and constitutes the complete agreement between
the Contracting Party and the Contracted Party concerning its subject matter,
and will replace any and all previous agreements, understandings, promises and
representations made by one Party to the other, with regard to this subject.

42.3. No one Party will make publicity or disclose any information connected to
this Agreement without the previous authorization of the other Party, except
that the Contracted Party may disclose its appointment as the Contracted Party
and the Agreement amount.

42.4. No one Party will be entitled to assign, except as provided in sub-clause
33.7, this Agreement or any right or obligation herein contained without the
previous consent, in writing, of the other Party.

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42.5. Notwithstanding any other provisions established in this Agreement, the
Contracted Party will be entitled to: (i) perform the assignment and
transference of any receivable deriving from this Agreement to any financial
institution or other third party; (ii) grant securities, factoring, discounts,
credits, banking collections and collaterals deriving from this Agreement, upon
the Contracting Party's previous consent, in writing. Therefore, the Contracted
Party should address a notification, in writing, to the Contracting Party and it
will have a period of 7 (seven) days counted as from its receiving, to inform
its decision. In the event the Contracting Party does not inform its decision
within that period previously agreed, it will be considered that the Contracting
Party has authorized the receivable granting, object of the Contracted Party's
correspondence.

42.6. The Portuguese language will be considered as the language used in all
documents and correspondences related to this Agreement signature, except if
otherwise agreed upon between the Parties, as well as in what refers to some
Technical Specifications.

42.7. This Agreement will be construed and governed according to the Brazilian
Federative Republic legislations.

42.8. The allowance of any term, forbearance or waiver of an obligation from one
Party to the other Party will be considered isolated or peculiar to that
specific occasion or purpose, not prejudicing the future compliance with terms
and conditions of this Agreement. If any of the Parties does not exercise, at
the appropriate time, the right deriving from this Agreement, such act will not
represent waiver or compliance, and should be construed as mere liberality, and
such right may be exercised at any time.

42.9. Contracting Party hereby is informed that the Hardware sale and the
Software and Documentation license transference by the Contracting Party, as
provided by the sub-clause 33.7, under an export situation, may require an
exportation / re-exportation license of certain Sweden and/or USA governmental
agencies. Contracting Party is considered as a GSM operator and should become a
"GSM Association" member, if applicable, in order to comply with applicable
international rules. Contracted Party will be responsible for encumbrances of
any kind, such as: penalties, fines, indemnities, among other, that by chance
may be imposed to the Contracting Party in case of loss of the right of use or
changing of algorithms not caused by the Contracted Party. All costs concerning
to the "GSM Association" affiliation and/or acquisition of licenses,
authorizations and algorithms will be for the Contracting Party's account.

42.10. If any of the terms and conditions provided in this Agreement bet to be
or become null for whatever reason, it should not affect all other provisions of
this Agreement and, in such event, the Parties will use their respective
reasonable endeavors to immediately replace such null provision by new
provisions. The content of new provisions should, at the utmost possible,
correspond closely to the legal and economical content of former terms and
conditions.

42.11. This Agreement binds of its own the Parties and its successors and, in
case of companies' succession, by any of its forms, subrogates to the succeeding
entity all rights and obligations assumed in this Agreement.

43. ARBITRATION

43.1. In case of a controversy occurrence between the Parties, concerning this
Agreement and independent or order, the Parties will submit the controversy to
arbitration.

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43.2. Parties agree that the arbitration result will be binding to them and no
appeal to the arbitration judgment will take place.

43.3. The Parties hereby submit to the FIESP Arbitration Committee and to its
rules to settle eventual doubts deriving from this Agreement.

43.4. The Parties will elect arbitrators who should resolve the question, in
common agreement and in a number of 3 (three), among the FIESP Arbitration
Committee staff of arbitrators.

43.5. The loser Party will support all arbitration costs.

43.6. A legal adviser may represent the Parties, at their discretion, to follow
the procedure. Each Party will support all expenses concerning its own legal
adviser.

43.7. In case there are no conditions to select arbitrators to solve the
question, in common agreement, the FIESP Arbitration Committee should indicate
them, according to its own rules.

43.8. The Arbitration procedure will commence upon simple notification from one
Party to the other, communicating its intention to look for the arbitration
court to solve the pending subject.

IN WITNESS whereof the Parties hereto have executed this Agreement in 6 (six)
copies with the same content and format..


Date October 2, 2003
     ...............................

Place Rio de Janeiro
      ..............................



MAXITEL S.A.



By:.........................        By:........................

Name:.......................        Name:.......................



TIM SUL S.A.



By: /s/ Jorge Firpo            By: /s/ Luis Roberto Antonik
    ....................           ........................................

Name: Jorge Firpo              Name: Luis Roberto Antonik
      ..................             ......................................


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TIM CELULAR S.A.



By: /s/ Jorge Firpo            By: /s/ Luis Roberto Antonik
    ....................           ........................................

Name: Jorge Firpo              Name: Luis Roberto Antonik
      ..................             ......................................



TELPE CELULAR S.A.



By: /s/ Jorge Firpo            By: /s/ Luis Roberto Antonik
    ....................           ........................................

Name: Jorge Firpo              Name: Luis Roberto Antonik
      ..................             ......................................



TELERN CELULAR S.A.



By: /s/ Jorge Firpo            By: /s/ Luis Roberto Antonik
    ....................           ........................................

Name: Jorge Firpo              Name: Luis Roberto Antonik
      ..................             ......................................



TELEPISA CELULAR S.A.



By: /s/ Jorge Firpo            By: /s/ Luis Roberto Antonik
    ....................           ........................................

Name: Jorge Firpo              Name: Luis Roberto Antonik
      ..................             ......................................


TELECEARA CELULAR S.A.



By: /s/ Jorge Firpo            By: /s/ Luis Roberto Antonik
    ....................           ........................................

Name: Jorge Firpo              Name: Luis Roberto Antonik
      ..................             ......................................



TELASA CELULAR S.A.



By: /s/ Jorge Firpo            By: /s/ Luis Roberto Antonik
    ....................           ........................................

Name: Jorge Firpo              Name: Luis Roberto Antonik
      ..................             ......................................



TELPA CELULAR S.A.



By: /s/ Jorge Firpo            By: /s/ Luis Roberto Antonik
    ....................           ........................................

Name: Jorge Firpo              Name: Luis Roberto Antonik
      ..................             ......................................



ERICSSON TELECOMUNICACOES S.A.



By:.........................        By:........................

Name:.......................        Name:........................

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ERICSSON SERVICES DE TELECOMUNICACOES LTDA.



By:.........................        By:........................

Name:.......................        Name:........................



Witnesses:



Name:.......................        Name:........................

CPF:........................        CPF:.........................



            Last page of the Agreement of Assets and Services Supply



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                                 Attachment I to
       Goods and Service Supply Agreement concerning the Provisioning and
                Implementation of a GSM Mobile Telephone System

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                       ATTACHMENT 1 - LIST OF UNIT PRICES,
                       DISCOUNTS, VOUCHERS AND INCENTIVES






























*   represents omitted information, which is the subject of a request for
    confidential treatment with the SEC





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*




























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                                 Attachment I to
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*





























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                          Appendix A of Attachment 1 to
          Goods and Services Supply Agreement regarding the Supply and
                Implementation of a GMS Mobile Telephone System


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                                   APPENDIX A

















*   represents omitted information, which is the subject of a request for
    confidential treatment with the SEC









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                          Appendix A of Attachment 1 to
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*

































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                          Appendix B of Attachment 1 to
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                          a GMS Mobile Telephone System


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                                   APPENDIX B

















* represents omitted information, which is the subject of a request for
  confidential treatment with the SEC




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          *































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