Exhibit 4.23


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                             CONTRACT FOR SUPPLY OF

                              PRODUCTS AND SERVICES

                      RELATED TO THE IMPLEMENTATION OF THE

                          GSM MOBILE TELEPHONE SERVICE


                                     BETWEEN

                                       TIM

                                       AND

                                      NOKIA

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

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                                    CONTENTS
ARTICLE 1       DEFINITIONS ................................................  05

ARTICLE 2       RELEVANT DOCUMENTS .........................................  08

ARTICLE 3       SCOPE ......................................................  08

ARTICLE 4       PRODUCTION .................................................  09

ARTICLE 5       PRICES .....................................................  10

ARTICLE 6       PRICE READJUSTMENT .........................................  11

ARTICLE 7       PAYMENT TERMS AND CONDITIONS ...............................  13

ARTICLE 8       BILLING ....................................................  14

ARTICLE 9       ONSET AND TERM .............................................  17

ARTICLE 10      DUTIES AND RESPONSIBILITIES OF THE PARTIES .................  17

ARTICLE 11      SITES ......................................................  21

ARTICLE 12      TRANSFER OF OWNERSHIP AND RISKS: ...........................  21

ARTICLE 13      MANAGEMENT OF ACHIEVEMENT OF THE SCOPE OFTHE CONTRACT ......  21

ARTICLE 14      EVENTS (MILESTONES) ........................................  22

ARTICLE 15      PROGRESS, INSPECTION AND TEST REPORTS ......................  22

ARTICLE 16      SOFTWARE LICENSES ..........................................  22

ARTICLE 17      INTELLECTUAL PROPERTY RIGHTS ...............................  22

ARTICLE 18      TECHNICAL WARRANTIES .......................................  23

ARTICLE 19      PERFORMANCE BOND ...........................................  23

ARTICLE 20      IMPORTATION OF PRODUCTS ....................................  24

ARTICLE 21      INSURANCE ..................................................  24

ARTICLE 22      TAXES ......................................................  25

ARTICLE 23      PENALTIES ..................................................  25

ARTICLE 24      CONTRACT ENDING ............................................  28

ARTICLE 25      FORCE MAJEUR AND CHANCE EVENTS .............................  29

ARTICLE 26      CONFIDENTIALITY ............................................  30


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ARTICLE 27      ARBITRATION ................................................  31

ARTICLE 28      ADDITIONAL DISPOSITIONS ....................................  32


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                                SUPPLY CONTRACT
Through this private instrument, on one side,

A) TELPE CELULAR S.A., company in private law, with head offices at Av. Conde da
Boa Vista, n(o) 800, 2(o) andar, Boa Vista, in the City of Recife, State of
Pernambuco, registered in the CNPJ under n(o) 02.336.993/0001-00;

TELERN CELULAR S.A., company in private law, with head offices at Rua Prudente
de Moraes, n(o) 2700, salas 8 e 9, Barro Vermelho, in the city of Natal, State
of Rio Grande do Norte, registered in the CNPJ under n(o) 02.332.973/0001-53;

TELEPISA CELULAR S.A., company in private law, with head offices at Av. Frei
Serafim, n(o) 1989, Center, in the City of Teresina, State of Piau, registered
in the CNPJ under n(o) 02.368.412/0001-04;

TELECEAR CELULAR S.A., company in private law, with head offices at Av. Baro de
Studart, n(o) 2575, Dionzio Torres, in the City of Fortaleza, State of Cear,
registered in the CNPJ under n(o) 02.338.114/0001-71;

TELASA CELULAR S.A., company in private law, with head offices at Av. da Paz,
n(o) 2262, Sobral, in the City of Macei, State of Alagoas, registered in the
CNPJ under n(o) 02.328.592/0001-09;

TELPA CELULAR S.A., company in private law, with head offices at Av. Presidente
Epitcio Pessoa, n(o) 3160, Tambauzinho, in the City of Joo Pessoa, State of
Paraba, registered in the CNPJ under n(o) 02.322.271/0001-99;

Henceforth herein called, as a group , "Operators TIM NE";

and

B) TIM CELULAR S.A., company in private law, with head offices at Av. Giovanni
Gronchi, n(o) 7143, Vila Andrade, in the Cty of So Paulo, Estado de So Paulo,
registered in the CNPJ under n(o) 04.206.050/0001-80, henceforth herein called,
individually, "TIM CELULAR";

All together, jointly, called "TIM", in this act represented in the forms
defined by their respective By Laws, treated in this Contract as a single Party,
with no loss to being considered per se as autonomous and individual contracting
parties;

And on the other side, NOKIA DO BRASIL LTDA., company duly established and
incorporated in compliance with Brazilian legislation, with head offices
registered at the address Centro Comercial Downtown, Av. das Amricas, 500, Bloco
19, sala 108, Barra da Tijuca, Rio de Janeiro, RJ, Brasil, registered in the
CNPJ/MF under n.(o) 01.108.177/0001-79, in this act represented in accordance
with its Company By Laws, henceforth herein called "NOKIA";

Both TIM and NOKIA, when referred to in isolation will be individually called
"Party" and when referred to as a group will be called "Parties".

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CONSIDERING THAT TIM and NOKIA have negotiated, in detail, the terms and
conditions for supply of hardware, software and services related to TIM's GSM
network;

CONSIDERING THAT TIM tendered NOKIA a price quote request ("RFQ") for Supply of
Products and Services for the GSM network in Brazil, Ref. RFQ-NW-089/02 on
November 4th, 2002;

CONSIDERING THAT, in answer to RFQ, NOKIA delivered to TIM, on December 3rd
2002, Proposition related to the Supply of Products and Services for the GSM
network in Brazil (the "Proposition"), as per description contained in RFQ;

The Parties have fairly and justly agreed the terms and conditions for the
Supply of Products and Services for the GSM network in Brazil, as stated below:

ARTICLE 1  DEFINITIONS

     1.1  "Final Acceptance" will carry the meaning established in Attachment
          5 - Test and Acceptance Procedures.

     1.2  "Initial Acceptance" will carry the meaning established in Attachment
          5 - Test and Acceptance Procedures.

     1.3  "Commercial Activation" will mean use of the Equipment in a given
          "Site" for the delivery of SMP to subscribers not entitled to gratuity
          (friendly users).

     1.4  "Scope" signifies the Products and Services to be supplied and/or
          performed by NOKIA (according to the case) in accordance with
          ARTICLE 3, Attachment 3 - Procedures for Purchase Orders and
          Attachment 10 - Planning of Demand.

     1.5  "Attachments" means any and all attachments defined in the Contract.

     1.6  "Associated" means any company controlled by TIM and/or by NOKIA, or
          that controls, or that is under joint control of these, directly or
          indirectly.

     1.7  "Commissioning" means every activity, according to the descriptions
          contained in NOKIA'S standard commissioning manual for the Equipment
          in case of point, related to the configuration of the Equipment so
          that it will be ready for connection to other Equipment. Commissioning
          includes testing of the respective Equipment, disconnected from other
          Equipment. Commissioning of the Microwave link involves testing at
          both ends (A and B) of the link. Commissioning does not include any
          activity for installing and assembly of the Equipment, itself.

     1.8  "Contract" means this instrument for Supply of Products and Services,
          as well as its Attachments and any eventual additive terms agreed
          opportunely between TIM and NOKIA.

     1.9  "Schedule" means the period, agreed by the Parties, stated in each
          Purchase Order, within which NOKIA shall deliver and\or render the
          Products and Services (as the case might be), as well as the lead
          times defined in Attachment 10 -Planning of Demand.

     1.10 "Intellectual Property Rights" means any and all patents (including
          supplementary protection certificates), utility models, inventions,
          business concepts, know-how and Information, registered trademarks,
          registered designs, designs, topography rights, database rights,
          copyright (regardless of being registered or not), and every usage and
          right to request protection of the above mentioned, as well as any
          other rights of similar or corresponding nature worldwide, as well as
          the related legal action rights.

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     1.11 "Documentation" means any and all materials and explanatory and
          informative presentations related to the Equipment, Spares and
          Services, in printed or electronic format, to be supplied by NOKIA, in
          accordance with the Contract, including, without limitations, manuals,
          descriptions, specifications, installation instructions and/or for
          users, diagrams, printed material, lists, flowcharts, program
          descriptions and training materials.

     1.12 "Dollar" or "USD" means the official currency of the United States of
          America.

     1.13 "Equipment" means any and all related Hardware and Software to be
          delivered and/or installed and/or tested, as an independent part
          having a specific function in the System, such as, but not limited to:
          BSC (Base Station Controller), BTS (Base Transceiver Station), OMC
          (Operation and Maintenance Center) for BSS, microwave link.

     1.14 "Technical Specifications" means the System's technical and functional
          specifications, specified in Attachment 4 - Technical Specifications.

     1.15 "Technical Warranties" means all the warranties tendered by NOKIA to
          TIM, in accordance with ARTICLE 18 of this Contract.

     1.16 "Project Manager" means the qualified person responsible for the Scope
          of the Contract, in accordance with the dispositions established in
          the Contract.

     1.17 "GSM" is the acronym in the English language for Global System for
          Mobile Communication.

     1.18 "Hardware" means the telecommunications infrastructure equipment
          produced or purchased by NOKIA, with the exception of the Software,
          which will be supplied by NOKIA to TIM as part of the Scope of the
          Contract.

     1.19 "Information" means the Software and its respective Documentation in
          any format or medium, as well as any and all changes, updates or
          enhancement; (b) any other information related to the Software
          supplied by NOKIA to TIM that is identified by NOKIA as proprietary or
          confidential; (c) the terms of the Contract; and (d) information
          belonging to TIM or NOKIA, in writing, technical, commercial,
          financial or marketing related to inventions or products, research and
          development, production, industrial processes or engineering, costs,
          profits or margin, staff qualifications and salaries, finances,
          clients, marketing and production, and future business plans that are
          clearly proprietary or confidential.

     1.20 "Integration" means a connection of the Equipment to other relevant
          Equipment and/or equipment belonging to third parties (according to
          the case) within TIM's GSM network, according to the limits and as per
          definition established in the Contract. Integration does not include
          any reconfiguration or optimizing activity, nor does it include any
          equipment installation or assembly activity.

     1.21 "Item" means any item of Hardware, Software, Spares, Services and
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     1.22 "Price List" means the list of Unit Prices given in Reals valid under
          the Contract, related to each Item, according to the values
          established in Attachment 1 - List of Prices, Discounts and Vouchers.

     1.23 "Responsibility Matrix" means the list of duties established in
          Attachment 2 - Responsibility Matrix.

     1.24 "Purchase Order" means documents issued by TIM specifying the Products
          and Services to be delivered and/or carried out by NOKIA (according to
          the case), in accordance with this Contract, and that shall include,
          in addition to other information, the scope, quantities and
          corresponding Schedule.

     1.25 "Performance Bond" means the financial foreclosure warranty in benefit
          of TIM, in accordance with ARTICLE 19 of the Contract.

     1.26 "Unit Price" means the price related to each Item to be supplied, in
          accordance with the disposed and established in Attachment 1 - Price
          List, Discounts and Vouchers, of the Contract.

     1.27 "Acceptance Procedure(s)" means any and all procedures related to the
          tests and acceptance procedures established in the Contract, including
          in Attachment 5 -Test and Acceptance Procedures.

     1.28 "Products" means the Equipment, Spares and Documentation to be
          supplied in accordance with this Contract.

     1.29 "Reals" means the official currency of the Federated Republic of
          Brazil.

     1.30 "Services" means services to be delivered by NOKIA in accordance with
          the Contract, including, but not limited to installation and assembly,
          Commissioning and Integration.

     1.31 "System" means the totality of the Equipment to be supplied by NOKIA
          to TIM according to this Contract.

     1.32 "Site" means the physical site where the Products will be installed
          and assembled.

     1.33 "SMP" is the acronym for the expression in Portuguese "Mobile Personal
          Service".

     1.34 "Spares" means any Equipment used as replacement for maintenance
          purposes.

     1.35 "Software" means software developed or purchased by NOKIA and supplied
          to TIM and including (i) the object code versions executable by
          machines for the Equipment user-loadable software; (ii) firmware built
          into the Equipment; (iii) all the related user documentation; (iv) any
          update or review for this software or of the firmware delivered to
          TIM, in accordance with this Contract (as per definitions given from
          here on) or any related support and maintenance services contract,
          regardless of the manner of delivery used for the Software (ex.:
          separate physical media, online); and (v) any copy of any of these
          items.

     1.36 "Final Acceptance Term - FAT" means the Final Acceptance Term issued
          by TIM, as established in Attachment 5 - Test and Acceptance
          Procedures.

     1.37 "Initial Acceptance Term - IAT" means the Initial Acceptance Term
          issued by TIM in accordance with Attachment 5 - Test and Acceptance
          Procedures.
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     1.38 "Site Value" means the value of the Equipment and Services related to
          the Site as defined in the respective Purchase Order(s).

ARTIGO 2 RELEVANT DOCUMENT

     2.1  Attachments. The Attachments listed below are part and parcel of this
          Contract:

          Attachment 1: List of Prices, Discounts and Vouchers

          Attachment 2: Responsibility Matrix

          Attachment 3: Purchase Order Procedures

          Attachment 4: Technical Specifications

          Attachment 5: Acceptance Tests and Procedures

          Attachment 6: Performance Bond

          Attachment 7: Software License Terms and Conditions

          Attachment 8: Software Correction Terms and Conditions

          Attachment 9: Software Warranty Terms and Conditions

          Attachment 10: Demand Planning

          Attachment 11: Applicable Documents

     2.2  In the event of conflicts or doubts, this Contract shall prevail over
          the Attachments, except where related to issues of a technical nature
          that are clearly defined in the Attachments.

ARTIGO 3  SCOPE

     3.1  The Scope for this Contract is:

          (A)  Supply of products by NOKIA to TIM; and

          (B)  Delivery of services, including, but not limited to, drafting of
               implementation projects and execution of tests needed for
               implementing the System, services of installation and assembly.
               Commissioning and Integration; and the delivery of services
               needed for implementing this system in accordance with the
               technical Specifications foreseen in this Contract.

     3.2  NOKIA shall, in accordance with the highest standards worthy of a
          fully skilled, experienced and competent supplier, supply, install and
          assemble, commission, integrate and test the System, including
          Products and Services as established in this Contract.

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     3.3  NOKIA guarantees that it will supply TIM with correct and accurate
          information about its experience and qualification, while at the same
          time commits to addressing and continuing to be aware of every
          modification related to legislation, codes, norms and work practices,
          relevant to performing its duties under the terms and conditions of
          this Contract.

     3.4  This Contract establishes NOKIA's duty to supply Products and Services
          to TIM in accordance with the Purchase Orders issued by TIM and
          accepted by NOKIA. TIM shall only commit in relation to the Products
          and Services object of any Purchase Orders duly issued, exclusively at
          its discretion, and accepted by NOKIA, with this not implying any form
          of commitment by TIM to the values estimated for issuance of
          Performance Bond according to the definition established in Article
          19. Any other document issued by TIM, listing Products/Services and
          their respective amounts, shall be considered a mere estimate and will
          not carry any obligation or responsibility for TIM. The delivery of
          Products and rendering of Services can only be initiated by NOKIA
          through issuance of the respective Purchase Orders by TIM and their
          acceptance by NOKIA.

     3.5  The total contract value shall be defined by the sum of all these
          Purchase Orders, without the existence of any commitment by TIM of
          acquiring NOKIA Products and/or contracting NOKIA Services, nor,
          reimbursing any eventual expenses incurred by NOKIA due to having
          signed this Contract, except where foreseen differently in this
          Contract.

     3.6  Purchase Orders are liable to the procedures specified in Attachment 3
          - Purchase Order Procedures and in Attachment 10 - Demand Planning.

ARTIGO 4  PRODUCTION

     4.1  NOKIA will manufacture the Products in Brazil to the point required to
          achieve the classification of local manufacturer, i.e. register in the
          Basic Productive Process (Processo Produtivo Bsico - PPB), in
          accordance with the requirements set out by the competent public
          authorities, National Economic and Social Development Bank (Banco
          Nacional de Desenvolvimento Econmico e Social - BNDES) and the Special
          Agency for Industrial Funding (Agncia Especial de Financiamento
          Industrial - FINAME) described in further detail in Sections 8.7 and
          8.8 of this Contract. NOKIA shall identify every item produced in any
          other country. Notwithstanding the effective local production of the
          Products, prices charged from TIM cannot be higher than those
          established in this Contract.

     4.2  TIM will be entitled to inspect NOKIA's Brazilian production
          facilities, including access to premises and relevant information,
          through prior written notification, to be delivered a minimum of 5
          (five) working days before the intended inspection date.


     4.3  Subcontracts: Should NOKIA intend to subcontract out part of its
          duties under this Contract, NOKIA shall, within 10 (ten) days of the
          signature date for this Contract, deliver the list of names of the
          subcontracted companies to TIM for approval, clearly specifying each
          of the subcontracted companies' duties. Within 10 (ten) days of
          receiving this notification, TIM shall inform NOKIA, in writing:

          (A)  Approval of the list of subcontracted companies; or

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          (B)  Rejection of the list of subcontracted companies or of any
               specific subcontracted company(ies), also supplying relevant,
               detailed and valid information related to the rejection motives.
               The information supplied to TIM cannot, for any reason or under
               any form, be passed on to third parties, including the list of
               subcontracted companies. In the absence of such notification by
               TIM, the list of subcontracted companies will considered approved
               at the end of the term of 10 (ten) consecutive days defined
               above.

     4.3.1 In any case, NOKIA will remain entirely responsible for any and all
           actions and/or omissions by its subcontracted companies and the
           perfect execution of this Contract.

ARTIGO 5  PRICES

     5.1  *

     5.2  *

     5.3  *

     5.4  *

     5.5  *

ARTIGO 6  PRICE READJUSMENT

     6.1  *

     6.2  Prices defined in Attachment 1 - List of Prices, Discounts and
          Vouchers are fixed and can be readjusted only in accordance with the
          items defined in this Article.

          6.2.1 For the purpose of readjustment calculations, only the first
                three digits of the decimal portion shall be considered.

     6.3  IMPORTED PRODUCTS

          6.3.1 The prices for imported Products will be readjusted using the
                following criteria:

                6.3.1.1 All prices on the Invoice shall be stated in Reals.

                6.3.1.2 *

     6.4  *

          6.4.1 *

     6.5  *

          6.5.1 *

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          6.5.2 *

          6.5.3 *

          6.5.4 *

ARTIGO 7  PAYMENT TERMS AND CONDITIONS

     7.1  Payment made for the Equipment, Services and Spares will be made by
          TIM, to NOKIA, as follows:

          7.1.1 *

          7.1.2 *

          7.1.3 *

     7.2  *

ARTIGO 8  BILLING

     8.1  Invoices must contain the following information:

          (A)  Number and date of the Purchase Order and the reference number
               for the Item on the Purchase Order;

          (B)  Item on the Price List and the corresponding value;

          (C)  FINAME code, where applicable for the Item purchase;

          (D)  Number of the internal order TIM, as long as this has been
               expressly and, in due time, informed to NOKIA.

          (E)  the Site relative to the Produto purchased or to the Service
               delivered, when informed by TIM on the Purchase Order.

     8.2  Invoicing for Products and Services requested by TIM to NOKIA, by way
          of issuance of a Purchase Order, shall observe the provisions of
          Article 6 - Price Readjustment.

     8.3  Notwithstanding the provisions relative to addressing BNDES norms
          foreseen in Section 8.7 and except where explicitly and differently,
          agreed in writing by the Parties, TIM will be entitled to only
          authorize payments when NOKIA presents (i) invoice; and (ii) notarized
          copies of payment receipts to NOKIA and/or subcontractor staff for
          delivering services related to this Contract, and the payment of the
          social contribution to INSS (National Social Security Institute -
          Instituto Nacional da Seguridade Social) and to FGTS (Time of Service
          Guarantee Fund - Fundo de Garantia por Tempo de Servico) relative to
          month preceding the issuance date for the invoice. The documents
          mentioned in item (ii) shall be presented to TIM by the 15yth
          (fifteenth) day of the month relative to the due date in case of
          point.
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     8.4  In case of delay in presenting invoice, and/or of any errors
          identified on the invoice, the following procedure shall be addressed:

          (A)  If there is a possibility for correcting the invoice presented by
               NOKIA by way of a correction letter, TIM shall inform NOKIA in
               relation to the necessary correction in up to 10 (ten) working
               days counted from the date of reception of the invoice, and NOKIA
               shall deliver said letter of correction to Tim within 2 (two)
               working days counted from the date of reception of TIM's request
               for the correction letter.

          (B)  If it is not possible to correct the invoice presented by NOKIA
               by way of a correction letter, and it is necessary to replace it
               with a new one, TIM shall return the invoice to NOKIA, in up to
               10 (ten) working days counted from the date of its reception, in
               order to make issuance of a new invoice possible.

     8.5  TIM shall make payment for the invoice presented by NOKIA in
          accordance with the payment terms and conditions defined in Article 7
          - Payment Conditions and Terms, or within 20 (twenty) days counted
          from the date of issuance of the corrected invoice as provided for in
          Section 8.4, whichever occurs later.

     8.6  Occurrence of errors in invoices, absence of documents and/or errors
          or delay in the information supplied by NOKIA shall result in
          postponing the relative due dates with no penalties being incurred by
          TIM.

     8.7  Addressing BNDES norms: NOKIA must act in compliance with every
          relevant BNDES rule or norm, that must be addressed by NOKIA, in order
          for TIM to be entitled to funding from BNDES ("BNDES Norms").

     8.8  Invoices issued by NOKIA relative to the acquisition of locally
          manufactured Items must include the FINAME code, using the
          nomenclatura supplied in the Computerized Manufacturer Registry
          (Cadastro de Fabricantes Informatizado - CFI/FINAME), as long as this
          code has been issued by FINAME by the invoice issuance date. NOKIA
          shall present technical and financial information about the Items
          acquired by TIM, together with the relevant invoices as requested or
          required by BNDES or by FINAME. TIM will not accept more than invoice
          for different parts or the same Item. All invoices relative to the
          acquisition of locally manufactured Items will be liable to return or
          postponing of due dates should these not be compliant with BNDES norms
          or other procedures defined in this Contract.

     8.9  NOKIA will be responsible for accuracy and authenticity of any and all
          information supplied to TIM linked to addressing NOKIA's
          responsibilities.

     8.10 Should NOKIA not meet its duties and obligations, as provided for in
          Sections 8.7 and/or 8.8, and for which NOKIA is accountable in
          accordance with the provisions of this Contract, making it impossible
          for TIM to be eligible for funding in accordance with BNDES norms for
          reasons ascribable to NOKIA, TIM will be entitled to rescinding the
          Contract, as long as NOKIA is incapable of correcting the violation
          within a 60-day (sixty) term, counted from the date of notification in
          writing by TIM that it is not possible to obtain funding in accordance
          with BNDES Norms due to non-compliance on NOKIA's part, of the duties
          and obligations defined in Sections 8.7 and/or 8.8, with no loss on
          losses or damages owed TIM resulting from such non-compliance.

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     8.11 It will not be considered violation of the responsibilities defined in
          Section 8.7, on NOKIA's part, if TIM's funding request from BNDES is
          refused or postponed for the following reasons:

          (A)  Any changes in laws or government and/or authorities actions,
               after signature of this Contract, that might come to affect
               negatively NOKIA capacity to address BNDES Norms; and

          (B)  Cases of force majeur.

     8.12 Deductions and Retentions: TIM will be entitled to, at its sole
          discretion, retain and/or deduce from any payment owed to NOKIA:

          (A)  The value of any applicable fine/penalty foreseen in this
               Contract;

          (B)  The value of damages caused by NOKIA, and for which NOKIA is
               accountable in accordance with this Contract's provisions;

          (C)  Any debt by NOKIA to TIM;

          (D)  Values charged from TIM, administratively or legally, stemming
               from taxes or labor or social security claims, relative to duties
               foreseen in this Contract or derived from application of the law
               not addressed by NOKIA.

     8.13 TIM will be entitled to discounting values owed by NOKIA, as per this
          Contract, from any future payment. Should this value exceed the value
          of outstanding invoices, NOKIA shall cover the difference in up to 45
          (forty-five) days counted from the date of reception of the respective
          notification from TIM.

     8.14 Before making any retention and/or deduction foreseen in this Section,
          TIM shall notify NOKIA, in due time, about the intended deduction
          and/or retention.

     8.15 Invoice payment will be suspended if:

          (A)  The necessary documents for payments, according to the provisions
               of this Contract, are not presented; or

          (B)  Errors and/or delays in issuance of invoices according to the
               terms and conditions presented in Section 8.1.

     8.16 Payment Procedures: Every payment made must be deposited in the bank
          account specified in writing by NOKIA.

          8.16.1 The information mentioned in Section 8.16 must be up-dated 15
                 (fifteen) days in advance, whenever there is a need, on NOKIA's
                 part, of modifying information previously supplied by TIM.

          8.16.2 TIM is not liable to fines for delay in payments due to any
                 incorrect information supplied by NOKIA relative to bank
                 options.

          8.16.3 The value credited to NOKIA's bank account must be considered
                 full settlement of any and all payment obligations attributed
                 to TIM on the invoice relative to the values of the
                 installment effectively settled.

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     8.17 Should NOKIA receive any form of fiscal benefit directly linked to the
          Products and Services foreseen in this Contract, NOKIA shall address
          every requirement applicable so that TIM, if it so desires, can accrue
          the same benefit previously mentioned.

     8.18 Granting of credit titles, factoring, discounts, banking credits and
          collections and credit guarantee by NOKIA stemming from this Contract
          is strictly forbidden, whether partial or total, without prior consent
          in writing by TIM.

     8.19 In case of lacjk of definition otherwise in another part of this
          Contract, NOKIA shall bear all the necessary expenses to carry out the
          Scope of the Contract, including, but not limited to, housing, meals
          and transportation of its staff, subcontrators, powers of attorney or
          representatives. NOKIA will not be entitled to any reimbursement
          whatsoever for the above mentioned expenses.

ARTIGO 9  ONSET AND TERM

     9.1  This Contract's term will begin on the date of signature and will
          remain valid up to October 31st 2004, and retroactively, back to May
          22nd 2003. This Contract may be renewed by mutual agreement, stated in
          writing, between the Parties.

ARTIGO 10 DUTIES AND RESPONSIBILITIES OF THE PARTIES

     10.1 Without loss of any other duty or obligation foreseen in this
          Contract, the responsibilities of each Party are defined in Attachment
          2 - Responsibility Matrix.

     10.2 NOKIA's duties and obligations:

          10.2.1 NOKIA has as duties and obligations to:

          (A)  Supply the System, including Products and Services, all of the
               highest quality level, adequate for their purpose and in good
               standing and in conditions to afford integration with the
               systems, software, equipment and services listed, as specified in
               this Contract, including those contracted by NOKIA's
               subcontractors, as well as any and all resources needed to
               develop the Scope of this Contract.

          (B)  Carry out installation and assembly, Product Commissioning,
               Integration and Test, deploying suitable technical labor for
               performing and supervising these activities, in accordance with
               the terms defined in this Contract;

          (C)  Supply, free of charge, Documentation related to the operation of
               the Products and Services effectively supplied by NOKIA;

          (D)  Meet, at its own expense and whenever requested, with
               representatives from TIM;

          (E)  Supply, promptly, any and all information requested by TIM
               related to the execution of this Contract;

          (F)  Strictly adhere to the Schedule, always maintaining a
               satisfactory level of quality for the activities foreseen in this
               Contract, in particular for the purpose of preventing any losses
               or impairment to the undertaking of any activities that depend
               directly on these services, notifying TIM immediately of any
               eventual delay that might have occurred or could occur in the
               future;

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          (G)  Take the necessary steps in relation to subcontractors in order
               to ensure the rights of TIM, as defined in this Contract, with
               the obligation of replacing them whenever this is requested
               formally by TIM, by way of a formal notification, as long as it
               is for a duly justified reason;

          (H)  Remove, at its own cost and responsibility, all packaging
               materials, surplus material, etc., related to the Products and
               Services, transporting them away from the Sites where the
               Equipment was installed, preserving them in suitable conditions
               of preservation and cleanliness, respecting any norm or procedure
               issued by TIM and/or government requirements related to Site
               administration and security;

          (I)  Submit technical information, drawings, manuals, documents and
               calculations foreseen in Attachment 4 - Technical Specifications,
               as well as, any other documents agreed between the Parties, for
               prior approval by TIM, related to the Scope of the Contract,
               including the ones needed for the undertaking and follow up of
               the installation and Testing of these Items, it being agreed that
               the eventual approval on TIM's part does not in any way reduce or
               exclude NOKIA's responsibility in relation to such Items;

          (J)  Immediately inform TIM, in writing, or through any other medium
               previously agreed between the Parties, any error or flaw
               detected;

          (K)  Allow and make it possible for TIM, by way of representatives, to
               carry out, at any moment, inspection or testing on Site and
               provide inspectors with all the necessary information and
               documents, free of onus, as well as maintaining records of all
               relevant events, communication, decisions, irregularities,
               observations and claims;

          (L)  Acquire Products in its own name, except where agreed otherwise,
               being the sole Party responsible for the respective payment, it
               being forbidden to use TIM's name in such transactions;

          (M)  Issue, within the time frames agreed between the Parties, the
               reports requested by TIM;

          (N)  Define and maintain available a technical team and enough
               professionals, in order to meet the requirements defined by TIM
               in this Contract, in relation to terms and quality, with said
               technical team and professionals reporting to the Project Manager
               appointed by NOKIA, who will also be responsible, among other
               activities, for performing the necessary interface with TIM;

          (O)  Sign all insurance contracts in accordance with Article 21;

          (P)  Pay all salaries, labor and social security charges, as well as
               any other duties, taxes or contributions required by the
               applicable legislation, of its staff related to the Scope of this
               Contract, it being NOKIA's exclusive responsibility to meet said
               obligations;

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          (Q)  Address all occupational safety requirements applicable to the
               Scope of this Contract, in compliance with the existing
               legislation, being obliged to supply all its employees and
               require the same from its subcontractors, any and all collective
               or individual safety equipment (in particular hardhats, shoes,
               safety belts, etc.), as well as requiring that they make use of
               the equipment supplied and adequate addressing of pertinent
               rules, making sure of the proper deployment of said equipment;

          (R)  Supply, directly or subcontracting, locally manufactured Products
               duly registered in the FINAME, where applicable, in accordance
               with the existing legislation;

          (S)  Provide in every item, where applicable, in visible points,
               identification plaques containing: the name of the manufacturer,
               site and year of manufacture of the item, in addition to its
               technical identification and serial number;

          (T)  Without any loss to the provision made in Section 10.3 of this
               Contract, be fully responsible and accountable for any eventual
               accidents caused by its employees or by those of its
               subcontractors to TIM and to third parties, stemming from
               performing the Scope, as well as any damages caused to TIM or to
               third parties by NOKIA employees or those of its subcontractors;

          (U)  Be fully responsible, before TIM, for its employees and
               subcontractor companies, including taxes related to social
               security, accidents and charges of administrative, labor,
               punitive, tax and civil charges, being NOKIA considered the sole
               employer, it being explicit henceforth that there is no bond of
               any type between NOKIA's employees and its subcontractors and
               TIM;

          (V)  Be totally responsible for the delivery of Products and Services
               to the Sites defined in accordance with the Purchase Orders
               accepted by NOKIA to the correct site, being liable and
               responsible for all additional expenses stemming from deliveries
               made to incorrect Site venues for reasons ascribable to NOKIA,
               taking on all transportation related risks in any hypothesis;

          (W)  Be fully responsible for removal from Sites of Products delivered
               without having been requested by TIM; and

          (X)  Obtain prior permission from TIM for access to Sites under its
               responsibility.

     10.3 RESPONSABILITIES

          10.3.1 NOKIA assumes the responsibility for all administrative and
                 legal claims or suits, resulting from its actions or
                 omission thereof, including by its employees and
                 subcontractors, related to this Contract, freeing TIM from
                 any responsibility in this aspect. NOKIA shall assume any
                 and all expenses stemming from damages caused by its
                 employees and subcontractors to TIM and/or third parties.

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          10.3.2 In case of legal suit filed by any third party against TIM,
                 including labor claims filed against TIM by NOKIA's
                 employees and/or subcontractors, NOKIA will be forced to
                 replace TIM in the respective suits as long as said claims
                 are related to the Products and Services delivered by NOKIA
                 under the terms and conditions of this Contract.

                 10.3.2.1 Should NOKIA not act in defending these claims or
                          suits, TIM will be entitled to take any and all
                          appropriate legal measures and will be reimbursed
                          for all expenses stemming from such measures,
                          including legal costs and lawyers' fees.

          10.3.3 NOKIA will be responsible and shall indemnify TIM for any
                 expense, liability, loss, action or suit related to injuries
                 or death caused to any person, or any other type of damage,
                 to any of TIM's or third parties' assets, stemming from the
                 execution of the terms and conditions of this Contract or
                 during the execution of its Scope, as applicable, and
                 resulting from intentional or chance acts, as well as
                 omission by NOKIA or its subcontractors.

          10.3.4 NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THIS CONTRACT,
                 NONE OF THE PARTIES (OR THEIR ASSOCIATES) IN THIS CONTRACT
                 SHALL BE HELD RESPONSIBLE, IN ANY WAY, FOR ANY INDIRECT
                 DAMAGE CAUSED TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED
                 TO, LOSS OF REVENUE OR LOSS OF PROFITS RESULTING FROM THIS
                 CONTRACT, OR DURING THE EXECUTION OF ITS SCOPE, EXCEPT IN
                 CASES OF SEVERE FAULT OR INTENT.

     10.4 TIM'S DUTIES AND OBLIGATIONS

          10.4.1 TIM's duties and obligations include:

          (A)  Punctually address its financial duties in relation to NOKIA;

          (B)  Supply additional information to NOKIA by way of written request;

          (C)  Be responsible for the issuance of IAT and FAT or for indicating
               the reasons for the rejection, in compliance with the terms and
               conditions defined in Attachment 5 - Test and Acceptance
               Procedures;

          (D)  Perform its respective duties and obligations as provided for in
               this Contract, including, but not limited to carrying out all the
               necessary Site preparation work for implementation by NOKIA;

          (E)  Perform payment related to any additional costs imposed on NOKIA
               stemming from delivery of Products to the wrong Site for reasons
               solely ascribable to TIM; and

          (F)  Authorize access, to Sites, by NOKIA employees and
               subcontractors, by way of prior request from NOKIA.

ARTIGO 11 SITES

     11.1 Site Approval and Supply:

          11.1.1 TIM shall supply Site venues to NOKIA in accordance with the
                 terms and conditions foreseen in Attachment 5 - Test and
                 Acceptance Procedures and in Attachment 4 - Technical
                 Specifications.

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ARTIGO 12 Transfer OF ownership AND RisKs:

     12.1 The risk and responsibility related to the Products and Services will
          be transferred to TIM by way of (i) Initial Acceptance or (ii)
          Commercial Activation, whichever happens first.

     12.2 Ownership of the Hardware shall be transferred to TIM by way of full
          payment for these. Ownership of Software and of Documentation will
          remain NOKIA's and/or its respective license holders, as per
          Attachment 7 - Terms and Conditions of Software Licenses.

ARTIGO 13 MANAGEMENT OF ACHIEVEMENT OF THE scopE oF THE CONTRACT

     13.1 The Scope of the Contract will be achieved by NOKIA through deployment
          of its own methods and standards, in compliance with every Technical
          Norm and requirement defined in this Contract. NOKIA shall address all
          applicable rules, including the norms established by ANATEL (National
          Telecommunications Agency Agencia Nacional de Telecomunicacoes), CREA
          and ABNT (Brazilian Association of Technical Norms - Associacao
          Brasileira de Normas Tecnicas).

     13.2 Each party shall formally communicate to the other the full names of
          its Project Managers.

     13.3 The Parties shall appoint people to replace or stand in for Project
          Managers in case these should be absent or eventually impeded from
          performing their functions.

     13.4 NOKIA shall maintain a Project Manager available for TIM during the
          time needed to fulfill this Contract. The referred manager will be
          responsible for supply and inspection of the installation of said
          Products e Services.

     13.5 TIM will appoint its Project Manager, who will be responsible for
          inspecting the achievement of the Scope of the Contract, from the
          onset to its acceptance by TIM, with NOKIA being obliged to
          collaborate with said inspection.

     13.6 NOKIA will appoint a professional duly registered in the Regional
          Engineering and Architecture Council (Conselho Regional de Engenharia
          e Arquitetura - CREA) in each state where NOKIA will deliver Services,
          who will be responsible for managing the Services.

     13.7 Each Party shall be responsible for the daily and transportation
          expenses related to the displacement of engineers and technicians of
          the other Party, whenever their presence is deemed necessary for
          verification and certification of the undertaking of a given activity,
          which could be carried out for reasons ascribable to the other Party.

     13.8 Every communication related to undertaking the Scope of this Contract
          shall be carried out in writing and sent to the other Party's Project
          Manager, except in cases of verbal agreements, based on the urgency of
          the work, which must later be confirmed in writing within a maximum of
          three (3) days of its occurrence.

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ARTIGO 14 events (Milestones)

     14.1 Each Party shall meet the Schedule.

     14.2 Issuance of IAT by TIM or payment made to NOKIA of any sums owed under
          the terms of this Contract shall not release NOKIA from its
          responsibilities in relation to the activities undertaken and to be
          performed, and shall not, in any way, imply in the Final Acceptance of
          these activities.

     14.3 Should TIM verify the existence of any irregularity or shortcoming in
          relation to the activities stated as concluded by NOKIA, these
          activities will be considered as not done, and remain pending until
          NOKIA corrects such irregularities or shortcomings, with NOKIA being
          liable for the related expenses.

ARTIGO 15 PROGRESS, INSPEction and TEST rEportS

     15.1 NOKIA shall present TIM, whenever requested, reports on the progress
          of the implementation of the System, in order to keep TIM informed of:
          (i) the current stage in comparison with the Schedule; (ii) the next
          steps to be taken by NOKIA relative to the problems faced or to be
          faced; and (iii) corrections made or to be made.

     15.2 The procedures for Acceptance of Products and Services are foreseen in
          Attachment 5 - Test and Acceptance Procedures.

     15.3 For the purpose of verifying the compliance of the Equipment in
          relation to the applicable technical regulations and the Technical
          Specifications, on request by TIM, NOKIA shall schedule a visit to
          NOKIA's production facilities.

     15.4 Except where otherwise agreed between the Parties, NOKIA shall supply,
          at its own expenses, whatever needs there are for the execution of the
          tests in compliance with the disposed in Attachment 5 - Test and
          Acceptance Procedures.

ARTIGO 16 SOFTWARE LICENSE

     16.1 The use of any Software is subject to the terms contained in the
          Software license described in Attachment 7 - Software License Terms
          and Conditions.

ARTIGO 17 INTELLECTUAL PROPERTY RIGHTS

     17.1 Copyright of all drawings, specifications, manuals, documents and
          data, as well as the Intellectual Property Rights, supplied by one of
          the Parties to the other, in accordance with this Contract, shall
          remain with the first Party above-mentioned, however, the receiving
          Party will have exclusive and non-transferable license to use the
          copyright in fulfilling this Contract, as well as for operation and
          maintenance of the System in Brazil, under the terms defined in this
          Contract. This license does not include any rights to issue
          sub-licensing. Unauthorized copies are strictly forbidden.

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ARTIGO 18 Technical warranty

     18.1 The warranty terms for the Equipment can be found specified in
          Attachment 9 - Software Warranty Terms and Conditions.

     18.2 The Software correction terms are specified in Attachment 8 - Software
          Correction Terms and Conditions.

     18.3 NOKIA guarantees the careful and professional delivery of the Services
          in compliance with the Technical Specifications. Should the Services
          delivered by NOKIA not be in accordance with the above-mentioned, TIM
          shall notify NOKIA in relation to the case and NOKIA shall take the
          necessary measures to rectify the non-compliance in the shortest time
          possible.

     18.4 It is agreed between the Parties that any and all Products must
          correspond to the GSM specifications foreseen in Brazilian
          legislation, including in so far as any applicable ANATEL and ABNT
          rules. The Parties also agree that NOKIA cannot be held responsible
          for the consequences of changes in the GSM specifications after the
          Products have been supplied to TIM.

     18.5 NOKIA commits to presenting the ratification certificates for all
          Equipment models supplied with the respective validity dates duly
          up-to-date.

     18.6 NOKIA also commits to renewing with ANATEL or any other pertinent
          competent authority, the expired ratification certificates for any
          model of Equipment installed in the TIM networks.

ARTIGO 19 performance bond

     19.1 During the term of this Contract, Performance Bonds shall be issued by
          prime banking company, approved by TIM, in accordance with the terms
          and conditions established in Attachment 6 - Performance Bond, for
          sequential periods, until January 31st 2005, using as base value the
          15% (fifteen percent) of the supply of Products and Services, adopting
          the following:

          19.1.1. As a guarantee of the execution of this Contract, NOKIA shall,
                  within 10 (ten) working days after signature of this
                  Contract, deliver to TIM a Performance Bond equivalent in
                  value to 15% (fifteen percent) of the value estimated by
                  TIM, in accordance with Attachment 10 - Demand Planning, for
                  the Purchase Orders to be carried out under this Contract in
                  the six months following the issuance of the Performance
                  Bond.

                  19.1.1.1. It is henceforth agreed that the Performance Bond,
                            related to the first six months of the term of
                            this Contract, shall be issued to the value of
                            R$13,500,000.00 (thirteen million, five hundred
                            thousand Reals), equivalent to 15% (fifteen
                            percent) of the value estimated for the Purchase
                            Orders to be issued by TIM in this period, that is
                            to say, R$ 90,000,000.00 (ninety million Reals),
                            based on 412 (four hundred and twelve) BTS, 4
                            (four) BSC, 1 (one) TCSM, 761 (seven hundred and
                            sixty-one)expansion TRX EDGE, 9 (nine) BSC
                            upgrades and 4 (four) TCSM upgrades.

          19.1.2. It is also agreed that the remaining Performance Bonds shall
                  be successively issued until January 31st 2005, at each six
                  month period, under the terms foreseen in Sub-Section
                  19.1.1. above.

     19.2 Each Performance Bond will remain valid for six months. The new
          Performance Bond shall be delivered to TIM in up to 10 (ten) days
          before the expiry of the term of the previous Performance Bond.

     19.3 Should TIM decide to foreclose the guarantee foreseen in this Section,
          TIM shall inform NOKIA of its intention, by way of written
          notification with thirty (30) days notice, in order to grant NOKIA the
          opportunity to redeem the non-compliance within this time frame. The
          foreclosure guarantee mentioned above can only be executed by TIM in
          the case of a relevant non compliance of NOKIA in its duties and
          responsibilities established in this Contract.

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     19.4 It is further agreed that the Performance Bonds shall be issued on
          first demand condition, irrevocable, unchangeable and unconditional,
          once observed the disposed in Section 19.3. above.

ARTIGO 20 IMPORTATION OF PRODUCTS

     20.1 NOKIA will be responsible, in accordance with the applicable
          legislation, for the importation of the Products, except when
          otherwise agreed with TIM. Should TIM decide to perform the
          importation of Products under its own name, NOKIA shall tender
          assistance to TIM under terms and conditions to be agreed between the
          Parties.

ARTIGO 21 INSURANCE

     21.1 NOKIA shall offer insurance for engineering risks, modality of
          installation and assembly of the System covering any damages caused by
          NOKIA, including damage caused by its subcontractors, or as a result
          of chance or "force majeur' events. This insurance coverage shall be
          issued by a prime insurance company and must cover any and all
          reasonable risks inherent in the Services and Products foreseen in the
          Scope of this Contract. The insurance shall provide coverage until
          Initial Acceptance or placement of the respective item of Equipment in
          Commercial Activation, whichever happens first. The insurance will
          also cover replacement costs for Products as well as for their parts
          and components, which will be delivered to TIM by NOKIA for the
          purpose of implementing the System.

     21.2 NOKIA shall also contract and maintain civil responsibility insurance
          to the value of R$ 2,500,000.00 (two million, five hundred thousand
          Reals), to cover material and/or personal damages caused by NOKIA, or
          its subcontractors, to TIM or third parties, during the implementation
          of the System, which will remain in force for the full term of this
          Contract.

     21.3 Any insurance eventually contracted by TIM will not, in any way, imply
          as reason for NOKIA not contracting the insurance foreseen in this
          Contract, and will not affect TIM's right to levy any fine, penalty,
          indemnity or responsibility on NOKIA, as foreseen in this Contract,
          even when for recovery of events.

     21.4 NOKIA is duty-bound to deliver to TIM, or to whoever is appointed by
          TIM, upon request, of copy of all insurance policies and/or
          certificates attesting to the contracting of said insurance.

     21.5 Coverage conditions for the policies must be analyzed and approved in
          advance by TIM, and cannot suffer any alteration during the term of
          this Contract, without prior consent from TIM, issued in writing.

     21.6 Presenting and obtaining approval from TIM for the insurance policy
          does not release NOKIA from its responsibility to indemnify TIM for
          the losses or damages it gives rise to, including hypothetically such
          an event exceeding the maximum indemnity value defined in the
          policies.

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     21.7 NOKIA shall present TIM with copies of the insurance certificates
          fully settled, as foreseen in items 21.1 and 21.2 above, immediately
          upon contracting and at each renewal.

ARTIGO 22 TAXES

     22.1 NOKIA will be fully accountable and responsible for any taxes or
          contributions required by municipal, state and federal governments, as
          well as by independent government agencies and class associations
          that, in the terms of the law, incur or come to incur upon this
          Contract or on the execution of the Scope, including fines and other
          charges.

     22.2 NOKIA shall deliver to TIM, whenever requested, proof of the
          above-mentioned payments of taxes and contributions.

     22.3 In the event of changes to taxation legislation, any expenses or taxes
          created, altered or eliminated, as well as the creation of additional
          dispositions after date of signature of this Contract affecting the
          contracted prices, will result in their reassessment, in the
          subsequent corresponding payments.

     22.4 Should TIM import Products directly, the payment of duties and taxes
          and relevant expenses shall be undertaken by TIM.

     22.5 For clarification purposes, the Services to be performed by NOKIA
          shall not be considered cession of labor or contractor events in
          accordance with the terms respectively foreseen in Article 31st,
          paragraph three of Federal Law no. 8,212/1991.

          22.5.1 Should TIM be charged with lack of retention of the
                 contributions to the National Social Security Institute
                 (Instituto Nacional de Seguridade Social - INSS) stemming
                 from item 22.5. above, NOKIA will be mandated to reimburse
                 TIM for the corresponding sum, with no loss from fines or
                 interest charges eventually imposed on TIM.

          22.5.2 In the event of occurrence of the disposed in item 22.5.1.
                 above, TIM will unequivocally notify NOKIA of the fact, by
                 way of written communication, by letter or facsimile, in the
                 form foreseen in this Contract, in due time for NOKIA to be
                 able to, within the legal time frame, file the corresponding
                 defense, contestation or embargo.

ARTIGO 23 PENALTIES

     23.1 Penalties Imposed by ANATEL

          23.1.1 NOKIA will indemnify TIM for the value of any penalties imposed
                 on TIM by ANATEL in relation to the absence of any Product
                 certification as well as any non-compliance with the
                 technical requirements established by ANATEL for the
                 referred Products.

     23.2 Penalties for Delay in Payments

          23.2.1 Should TIM delay payments owed to NOKIA described in this
                 Contract, after reception of the due notice send by NOKIA,
                 TIM shall pay interest for every day outstanding counted
                 from the due date to the date the payment is made, which
                 corresponds to:

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               (A)  Up to 30 (thirty) days late, 105% of the CDI (Interbank
                    Deposit Certificate - Certificado de Deposito Interbancario)
                    applicable for the total outstanding period on the value
                    owed, calculated on a pro rata die basis;

               (B)  After the 31st (thirty-first) day and up to the 60th
                    (sixtieth) day outstanding, 110% of the CDI (Interbank
                    Deposit Certificate - Certificado de Deposito Interbancario)
                    applicable for the total outstanding period on the value
                    owed, calculated on a pro rata die basis; and

               (C)  After the 61th (sixty-first) day outstanding, 110% of the
                    CDI (Interbank Deposit Certificate - Certificado de Deposito
                    Interbancario) applicable for the total outstanding period
                    on the value owed, calculated on a pro rata die basis.

          23.2.2 Any partial payment made shall, first, be used to cover the
                 accumulated interest, where applicable, and following this,
                 to cover the value of the principal owed. For clarification
                 purposes, the duty of interest payment shall be addressed
                 without any loss to other rights available and entitled to
                 NOKIA in accordance with this Contract.

          23.2.3 Should TIM not make the payment owed for more than 30 (thirty)
                 days, NOKIA, after written notification to TIM, shall be
                 entitled, at its sole discretion, to suspend delivery of
                 Products and the rendering of Services (including warranty
                 Services related to the Products whose payments are
                 outstanding) up to the moment where said payments are made.

          23.2.4 In case of delay in payments foreseen in Section 8.13, NOKIA
                 will be liable to the application of the interest rates
                 defined in Sub-Section 23.2.1 above on the value owed.

     23.3 General Dispositions Applicable to the Penalties foreseen in Sections
          23.4 and 23.5.

          23.3.1 The Parties expressly agree that the compensatory fines
                 foreseen in this Article, as well as their payment, do not
                 waive any obligations by NOKIA, that will remain valid until
                 they are fully addressed, notwithstanding the payment of any
                 fines levied.

          23.3.2 In case of delay caused by "force majeur" event, no penalty or
                 indemnity related to this Contract will be owed by NOKIA for
                 the delay caused by such events. In these cases, NOKIA shall
                 make the best effort in annulling the effects of any and all
                 'force majeur' events, likewise so shall TIM make every
                 effort in supporting measures taken to this end. Should the
                 'force majeur' event persist for over 60 (sixty) days, TIM
                 will be entitled to total or partial termination of this
                 Contract, without any onus on TIM in relation to NOKIA,
                 except for the payment, by TIM, of any outstanding sums for
                 Products and Services already supplied by NOKIA, in the
                 event there are any, in accordance with the terms and
                 conditions provided for in this Contract.

          23.3.3 The terms and conditions foreseen in Article 23 consist in the
                 sole reparation owed in relation to the delay in the
                 delivery of Products and Services, with no additional
                 indemnity payments being owed, except in cases where the
                 delay results from severe failure or intent on NOKIA's part.

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          23.3.4 Should it be impossible or in case of impediment, for NOKIA to
                 perform delivery for reasons solely ascribable to TIM, the
                 terms defined in Attachment 10 - Demand Planning shall be
                 extended for the same period of delay caused by TIM.

23.4     Penalties for Delay in Delivery

          23.4.1 NOKIA shall deliver Products and render Services in accordance
                 with the Schedule of delivery, installation, testing and
                 acceptance of Products and Services in accordance with the
                 date(s) specified in the Schedule. Should NOKIA delay in
                 delivering Products and rendering Services, NOKIA shall
                 compensate TIM for said delay by way of a compensatory fine.
                 The procedures for the calculation of these fines are
                 defined in Article 23.

          23.4.2 If, due to facts solely ascribable to NOKIA, Products and
                 Services are not delivered to TIM duly integrated, by the
                 dates foreseen in the Schedule, or in so far as those
                 Products that are not an object of integration on the
                 delivery date(s) specified in the Schedule, TIM will be
                 entitled to claim payment of penalties by NOKIA defined as
                 follows:

                 (A)  For each Site, 0.29% (zero point two nine percent) of the
                      Site Value, as defined in the respective Purchase
                      Order(s), for those with delays in excess of 14
                      (fourteen) days, for each day of delay in meeting the
                      Purchase Order(s), in accordance with the Schedule
                      agreed between the Parties, to the maximum value of 10%
                      (ten percent) of the Site Value mentioned above;

                 (B)  For all other items, 2% (two percent) of the price of
                      the item in delay, as defined in the respective purchase
                      order, including service charges linked to them, where
                      applicable, for every full week of delay, counted from
                      14 (fourteen) days after non-compliance with the terms
                      of the purchase order in accordance with the schedule
                      agreed between the parties, to the maximum value of 10%
                      (ten percent) of the price for the item in delay,
                      including any service charges stemming from this
                      situation, where applicable.

          23.4.3 If the maximum penalty value is reached, TIM will be able to,
                 by way of written notice, demand that NOKIA meet its
                 obligations in relation to the late Products within a
                 specified time frame, no shorter than 7 (seven) working
                 days. This term shall be defined by TIM, at its sole
                 discretion, taking into account any reasonable technical
                 condition and/or other relevant condition that might
                 influence this. Should NOKIA not meet its obligation within
                 this time frame, TIM will be entitled to rescind immediately
                 this Contract by way of the written notification to NOKIA
                 according to the provisions of Article 24, with no loss of
                 NOKIA's responsibilities in relation to the other penalties
                 and liabilities according to the terms and conditions
                 defined in this Contract.

          23.4.4 Acceptance by TIM of extension of deadlines to be met by NOKIA
                 will not release NOKIA from the penalties applicable for the
                 delay in delivery of Products or rendering of Services.


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     23.5 Penalties for not Meeting Support and Maintenance schedules

          23.5.1 NOKIA shall deliver support and maintenance Services for the
               Equipment according to the terms and conditions to be defined in
               the Care contract to be signed between the Parties. In the event
               that, on the date of signature of this Contract, the Parties
               still have not signed said contract, NOKIA shall deliver such
               support and maintenance Services to TIM under the same terms and
               conditions foreseen in the Care contract already signed between
               TIM CELULAR S.A. and NOKIA DO BRASIL LTDA. on October 09th 2002,
               until the Care contract object of this Sub-Section is signed,
               with NOKIA being, in both cases, liable to the penalties foreseen
               in said instruments.

ARTIGO 24         TERMINATION OF THE CONTRACT

     24.1 TIM shall be entitled to rescind this Contract if NOKIA, after expiry
          of the term granted by TIM, by way of written notice and that cannot
          be shorter than 60 (sixty) days, does not solve any of the
          irregularities described below:

          (A)  not meeting or addressing any relevant obligation of this
               Contract;

          (B)  total or partial cession of rights and obligations stemming from
               this Contract without prior consent in writing by TIM;

          (C)  not fulfilling Purchase Orders placed by TIM and accepted by
               NOKIA in relation to the obligations defined in this Contract and
               during its execution;

          (D)  evidence, at any point in time, of the lack of technical,
               financial or managerial capacity to fulfill the Scope of this
               Contract; or

          (E)  declaration of legal liquidation, declaration of bankrupcy, or
               concession of chapter 11 bankrupcy.

     24.2 In the event of termination of this Contract based on any of the items
          defined above in Section 24.1, NOKIA will not be entitled to any form
          of indemnity, being only entitled to the payment for the Products or
          Services that, on the date of termination of the Contract, have
          already been delivered and/or rendered (as the case may be) and
          accepted (where applicable), with no loss to TIM's right to deduct
          from any of above defined payments any and all penalties imposed on
          NOKIA in accordance with this Contract and with no loss to the
          responsibilities or possible losses and damages as described in this
          Contract.

     24.3 NOKIA will be entitled to rescind this Contract should TIM, after
          expiry of the term granted by NOKIA by way of written notice, and that
          cannot be shorter than 60 (sixty) days, not solve any of the
          irregularities described below (as long as these are effective):

          (A)  not meeting or addressing any relevant obligation of this
               Contract;

          (B)  declaration of legal liquidation or declaration of bankruptcy by
               TIM;

          (C)  decision, on TIM's part, to suspend the activities included in
               the Scope of the Contract, for a period longer than 180 (one
               hundred and eighty) days, except in case of 'force majeur'
               events.

     24.4 In the event of termination of this Contract based on any of the items
          described above in Section 24.3, NOKIA will be entitled to:

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          (A)  Receive from TIM the prices of Products sent and of the Services
               already rendered by the effective termination date for this
               Contract, as long as the Products and Services are compliant with
               the Technical Specifications defined in this Contract.

          (B)  In the case of partially manufactured Products and partially
               rendered Services before the effective termination date for this
               Contract, (i) NOKIA will be entitled to receive from TIM, should
               it opt for not fulfilling pending Purchase Order(s), any and all
               reasonable costs incurred and duly proven by NOKIA in relation to
               any pending Purchase Order issued by TIM in accordance with the
               terms and conditions of this Contract, such as, but not limited
               to, any equipment, material or service already purchased by NOKIA
               from third parties or people involved in addressing said Purchase
               Order; OR (ii) TIM will be entitled to chose fulfilling the Scope
               of these Purchase Order(s), with, in this case, advance payment
               having to be made to NOKIA for the full value of the Purchase
               Order, in case of point.

     24.5 This Contract can be rescinded by mutual agreement between the Parties
          or in the event that the authorization issued by ANATEL is revoked for
          reasons not ascribable to either Party. Should this be the case, there
          will be no onus on either of the Parties in relation to the other.
          Notwithstanding, NOKIA will be entitled to the payment for Products
          and Services effectively delivered and/or rendered (as the case may
          be) in accordance with the provisions of this Contract, up to the
          effective termination date for this Contract.

ARTIGO 25 'FORCE MAJEUR' AND CHANCE EVENT

     25.1 None of the Parties to this Contract is accountable for not meeting or
          addressing its obligations or duties, according to terms and
          conditions of this Contract, or of any Purchase Order for Equipment or
          Services performed in compliance with this Contract due to any cause
          beyond its control, in the terms foreseen in Article 393 of the Civil
          Code.

     25.2 The occurrence of 'force majeur' or chance events, as per Article 393
          of the Civil Code, that cause or might come to cause the suspension of
          this Contract for longer than 180 (one hundred and eighty) days shall
          be considered reason enough for termination of this Contract. In this
          case, the Parties shall negotiate and come to an agreement on its
          effects.

     25.3 Any case of 'force majeur' or chance events shall be communicated and
          proven, in writing, before the other Party, within 5 (five) days
          counted from the date of the event. The absence of communication
          within the term defined above will impair the right to claim 'force
          majeur' or chance events.

ARTIGO 26 CONFIDENTIALITY

     26.1 The Parties, their Associates, employees and subcontractors must not
          disclose any document or information related to the Scope of this
          Contract. Disclosure and/or reproduction, whether total or partial, of
          any privileged information, or any information belonging to this
          Contract, or of any detail of its progress will be made only under
          prior written consent from the other Party. The obligations foreseen
          in this Article 26 shall prevail for 5 (five) years counted from the
          date of termination for this Contract.

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     26.2 Each Party (henceforth called "Receiving Party") shall maintain any
          and all information supplied by the other Party (henceforth called
          "Supplying Party") in the form of the strictest secrecy and may not
          disclose it to third parties without prior consent, in writing, from
          the Supplying Party. Such information may not be used by the Receiving
          Party for any purpose other than the objectives stated by this
          Contract. The above-described obligations are not applicable to any
          information that:

          (A)  Is in the public domain at the time of its disclosure, or that
               later comes into the public domain for reasons other than ones
               that can be attributed to the Receiving Party;

          (B)  Was known by the Receiving party before its disclosure by the
               Supplying Party, as attested by written records belonging to the
               Receiving Party produced contemporarily;

          (C)  Is supplied to the Receiving Party by third parties that did not
               obtain said information, directly or indirectly, from the
               Supplying Party and are not subject to any obligation of
               confidentiality;

          (D)  Is at any point in time drafted independently by the Receiving
               Party as attested by written records produced contemporarily;

          (E)  Is expressly authorized, in writing, by the Supplying Party; or

          (F)  Is mandated by law, legal order or government administration
               agency with jurisdiction over any of the Parties, to be disclosed
               (and in this case the Receiving Party shall issue advance notice
               of its disclosure in time reasonably practicable, and that will
               occur under the maximum protection for the secrecy level
               available).

     26.3 The Parties are aware that each one is party to an organization
          composed of multiple legal entities in different jurisdictions, and
          that it may be necessary or suitable to supply Information to the
          Associated companies. For this reason, each Party (both in the
          condition of Supplying Party and Receiving Party in accordance with
          the definitions thereof contained in this document) agrees to the fact
          that:

          (A)  The Receiving Party may supply information to an Associated
               company, but only due to need, by the latter, to be aware of this
               Information in order to carry out the objectives foreseen in this
               Contract;

          (B)  Disclosure by or to an Associate company to one of the Parties of
               this Contract will be seen as disclosure by or to that Party, as
               applicable; and

          (C)  Each Party ensures the compliance to and adequate undertaking, on
               the part of its Associates, of the terms and conditions of this
               Article 26.

     26.4 The Information shall be considered property of the Supplying Party
          and the Receiving party shall, by way of written request made by the
          Supplying Party, return any and all information received, in tangible
          form, to the Receiving Party, or else destroy any such Information and
          copies thereof or documents containing the Information.

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     26.5 Each Party shall limit access to Information by its employees,
          representatives, contract workers or consultants for whom this access
          is deemed reasonably necessary or appropriate for undertaking
          fulfilling of this Contract adequately.

ARTIGO 27 ARBITRATION

     27.1 Any and all controversy, violation or claim arising from this
          Contract, that has not been agreed between NOKIA and TIM, shall be
          resolved by arbitration, in accordance with the rules and regulations
          of the International Chamber of Commerce (ICC) in force at that point
          in time, except where otherwise agreed by the Parties. The arbitration
          will take place in the city of Sao Paulo with 3 (three) arbitrators,
          to be appointed in compliance with said Regulations. The arbitration
          will be carried out in Portuguese. The arbitral sentence will be final
          and binding on all Parties, and can be executed by any competent
          court. Notwithstanding the described above, in case of any controversy
          or claim mentioned above, (i) none of the Parties may initiate the
          arbitral proceedings before 30 (thirty) days counted from the moment
          that the Party impacted notifies the other about the controversy or
          claim, and (ii) for a period of 30 (thirty) days, the presidents of
          both Parties shall meet at least once at a mutually agreed venue, in
          Brazil, with effort in good faith towards solving the controversy or
          claim amicably.

     27.2 If the arbitration rules are occasionally remiss, these shall be
          complemented by Brazilian civil law, in particular the provisions
          related to Law No. 9,307 of September 23rd 1996 and the Civil
          Procedural Code.

     27.3 Each Party shall be liable for its own expenses, as well as any taxes
          or fees charged by the arbitrators, or by any public or private
          authority, for the execution of the arbitral sentence in carrying out
          the arbitral procedures. During the declaration of the pronouncement
          of the final decision by the arbitrators, the defeated Party shall
          then reimburse the other for all above-mentioned expenses, taxes and
          costs, including lawyers' fees, so long as they are deemed reasonable.

     27.4 The decision shall (i) be conceded and paid regardless of any taxes,
          deductions or compensation (except the applicable income tax); (ii)
          include interest counted from the date of non-compliance or any other
          form of violation of this Contract, up to the moment when the payment
          is made in full, calculated by the lowest CDI rate (Interbank Deposit
          Certificate - Certificado de Deposito Interbancario) prevalent at that
          point in time or by the maximum rate allowed by law; or (iii) be
          foreclosed within 30 (thirty) days counted from date of conclusion of
          the arbitration proceedings. The arbitral sentence shall be ratified
          in any competent court. Any and all costs, taxes or expenses imposed
          on applying the court's decision shall be charged to the Party
          resisting the application.

     27.5 There is nothing arranged in this Article 27 that might impede the
          Parties from seeking cautionary measures or filing actions in favor of
          meeting the obligations foreseen in this Contract, including
          settlement of pending and outstanding debts in the courts of the city
          of Sao Paulo, in the State of Sao Paulo.

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ARTIGO 28         ADDITIONAL DISPOSITIONS

     28.1 ALTERATIONS. Any and all modification made to this Contract shall be
          made in writing and signed by the legal representatives for the
          Parties.

     28.2 INDEPENDENT PARTIES. The relationship between the Parties is
          contractual in its nature, with any form of labor relations being
          inexistent between them. The Parties shall not be held responsible for
          any acts committed by the other Party or by its employees or powers of
          attorney.

     28.3 NOVATION. Abstention, by the contracting Parties, from any right or
          power granted to them by this Contract shall not imply in novation or
          waiver of any other right foreseen in this Contract, which may be
          practiced at any moment, except where otherwise agreed in writing by
          the Parties.

     28.4 MODIFICATION OF THE SYSTEM. After the Initial Acceptance, in order to
          perform any technical alteration or modification of the System, NOKIA
          shall inform TIM, with a minimum of 30 (thirty) days advance notice of
          its respective implementation, or in other terms defined between the
          Parties, in order for TIM to be able to approve and program the
          referred alteration, ensuring NOKIA and its representatives free
          access to its facilities to perform its contractual obligations.

     28.5 INVALID CLAUSES. In case any of the Articles of this Contract loses
          its effect before the law, the general validity of the Contract shall
          not be impacted. The Parties shall, in common agreement, replace the
          invalid Article with another one legally enforceable under the
          existing law, that will correspond as closely as possible to the
          object of the invalidated Article and the Scope of this Contract,
          within a maximum of 30 (thirty) days counted from the date of the
          above-mentioned declaration.

     28.6 NOTIFICATIONS. Any notification or other communication to be issued,
          in accordance with the terms of this Contract, to any of the Parties,
          must be done in writing and delivered personally, or else sent as
          postage-paid registered mail, and requested receipt, or by facsimile
          transmission with electronic confirmation receipt, to the following
          addresses (or to any other address or number supplied in writing, by
          one Party to the other, according to the terms of this Contract).



          To TIM:
          A/c Claudio Bastos
          Rua Fonseca Teles, 18
          Sao Cristovao - Rio de Janeiro - RJ
          Brasil - 20940-200


          To NOKIA:
          Nokia do Brasil Ltda.
          A/c Rob Arita
          Av. das Americas, 500, bloco 19, loja 108 Barra da Tijuca - Rio de
          Janeiro - RJ Brasil - 22640-200


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     28.7 TITLES OF THE ARTICLES. The titles used in the Articles of this
          Contract are used as mere reference, and shall not affect, in any way,
          the meaning or interpretation of this Contract.

     28.8 RULING LAW. THIS CONTRACT WILL BE RULED, INTERPRETED AND APPLIED IN
          ACCORDANCE WITH THE LAWS OF THE FEDERATED REPUBLIC OF BRAZIL. Whenever
          possible, each provision of this Contract shall be interpreted in such
          a way as to validate it under the applicable law, however, should any
          provision of this Contract come to be forbidden or become invalid
          under any jurisdiction, the remaining dispositions set out in this
          Contract will remain in full force and effect.

     28.9 Excepting Section 10.3 (Responsibilities) and Articles 16 (Software
          License Terms and Conditions), 17 (Intellectual Property Rights), 18
          (Technical Warranties), 23 (Penalties), 26 (Confidentiality), 27
          (Arbitration) and Section 28.8 (Ruling Law), which will remain binding
          between the Parties, through termination of this Contract, the Parties
          will not be entitled to any rights or obligations foreseen in this
          Contract, except for the accumulated rights and obligations existing
          at the moment of termination of the Contract, should there be any.

     28.10 LANGUAGE. The Parties to this Contract agree that it was negotiated
           and drafted in Portuguese, except in so far as a few of the Technical
           Specifications.

     28.11 This Contract and the Attachments in it mentioned constitute the full
           Contract between the Parties in relation to the Scope, and shall
           prevail over any proposition, whether verbal or in writing, prior
           negotiation or communication between the Parties relative to the
           object of the Contract. No modification, alteration or waiver shall
           be binding between the Parties except where placed in writing and
           signed by duly constituted and authorized representatives for both
           Parties.


The contracting Parties sign this instrument in 3 (three) copies of equal
content and form, through their legal representatives, in the presence of the
witnesses signing below.


                   Rio de Janeiro, October 2, 2003.



/s/ Jorge Firpo            /s/ Luis Roberto Antonik
-------------------------  --------------------------

                 TELPE CELULAR S.A.


/s/ Jorge Firpo            /s/ Luis Roberto Antonik
-------------------------  --------------------------

                 TELERN CELULAR S.A.


/s/ Jorge Firpo            /s/ Luis Roberto Antonik
-------------------------  --------------------------

                 TELEPISA CELULAR S.A.



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/s/ Jorge Firpo            /s/ Luis Roberto Antonik
-------------------------  --------------------------

                 TELECEARA CELULAR S.A.


/s/ Jorge Firpo            /s/ Luis Roberto Antonik
-------------------------  --------------------------

                 TELASA CELULAR S.A.


/s/ Jorge Firpo            /s/ Luis Roberto Antonik
-------------------------  --------------------------

                 TELPA CELULAR S.A.



/s/ Jorge Firpo            /s/ Luis Roberto Antonik
-------------------------  --------------------------

                 TIM CELULAR S.A.


                /s/ Rob Arita Moreira
          --------------------------------
                 NOKIA DO BRASIL LTDA.
                 Rob Arita Moreira

Witnesses:

_______________________________             _______________________________
Name:                                       Name:
CPF:                                        CPF:



           Last page of the Supply Contract for Products and Services
                             between TIM and NOKIA.



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                                  ATTACHMENT 1
                     LIST OF PRICES, DISCOUNTS AND VOUCHERS










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



      Anexo I ao Contrato de Fornecimento de Produtos e Servicos Relativo a
                Implementacao do Sistema de Telefonia Movel GSM

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