Table of Contents


Exhibit 4(i)

AGREEMENT FOR

SUPPLY AND RENDERING OF SERVICES

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|                                                               |  |   
|-------------------------------------------------------------- |  | --
|AGREEMENT FOR SUPPLY AND RENDERING OF SERVICES                 |  | 3 
|CLAUSE 1 - DEFINITIONS                                         |  | 4 
|CLAUSE 2  SUBJECT-MATTER                                      |  | 4 
|CLAUSE 3  PROJECT AND LOCAL CONDITIONS                        |  | 5 
|CLAUSE 4 - CHANGES                                             |  | 5 
|CLAUSE 5  GOVERNING LAW                                       |  | 6 
|CLAUSE 6  DOCUMENTS INCLUDED                                  |  | 6 
|CLAUSE 7 - PRICE                                               |  | 7 
|CLAUSE 8  PAYMENT TERMS                                       |  | 10
|CLAUSE 9  TAXES AND SOCIAL SECURITY CONTRIBUTIONS             |  | 13
|CLAUSE 10 - DEADLINE                                           |  | 14
|CLAUSE 11  OBLIGATIONS OF THE CONTRACTED PARTIES              |  | 15
|CLAUSE 12  OBLIGATIONS OF THE CONTRACTING PARTY               |  | 18
|CLAUSE 13  INSPECTION OF PERFORMANCE OF THE AGREEMENT         |  | 19
|CLAUSE 14  PERFORMANCE TESTS AND ACCEPTANCE OF THE SERVICES   |  | 20
|CLAUSE 15  TRAINING AND ASSISTED OPERATION                    |  | 21
|CLAUSE 16- OPTIMIZATION                                        |  | 22
|CLAUSE 17 - PENALTIES                                          |  | 23
|CLAUSE 18 - RESPONSIBILITIES                                   |  | 25
|CLAUSE 19  FORTUITOUS EVENTS AND FORCE MAJEURE                |  | 26
|CLAUSE 20 - WARRANTY                                           |  | 27
|CLAUSE 21  SOFTWARE LICENSES AND INTELLECTUAL PROPERTY RIGHTS |  | 29
|CLAUSE 22 - CONFIDENTIALITY                                    |  | 32
|CLAUSE 23  TITLE AND RISK OF LOSS                             |  | 35
|CLAUSE 24 - INSURANCE                                          |  | 35
|CLAUSE 25  PERFORMANCE BOND FOR OBLIGATIONS UNDERTAKEN        |  | 35
|CLAUSE 26  EQUIPAMENT AND SOFTWARE                            |  | 36
|CLAUSE 27  PLANS, PROJECTS AND TECHNICAL SPECIFICATIONS       |  | 37
|CLAUSE 28  DECLARATIONS OF THE PARTIES                        |  | 38
|CLAUSE 29  WAIVER OF RIGHTS                                   |  | 38
|CLAUSE 30  ASSIGNMENT AND SUBCONTRACTING                      |  | 39
|CLAUSE 31 - NOTICES                                            |  | 40
|CLAUSE 32 - RESCISSION                                         |  | 41
|CLAUSE 33  ADDENDUM TO THE CORE SUPPLY AGREEMENT              |  | 42
|CLAUSE 34  COURT AND GOVERNING LAW                            |  | 43

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AGREEMENT FOR SUPPLY AND RENDERING OF SERVICES

TELEMIG CELULAR S.A., federal tax roll number CNPJ/MF 02.320.739/0001 -06, headquartered at Rua Levindo Lopes, 258, 8o andar, Funcionários, Belo Horizonte, MG, Brazil, represented herein by the undersigned proxies, hereinafter referred
to simply as CONTRACTING PARTY; and on the other hand,

ERICSSON TELECOMUNICAÇÕES S.A, federal tax roll number CNPJ/MF 33.067.745/0001 -27, headquartered at Rua Maria Prestes Maia, 300, parte, Vila Guilherme, São Paulo, SP, Brazil, represented herein by its undersigned legal
representatives, hereinafter referred to simply as ERICSSON; and ERICSSON SERVIÇOS DE TELECOMUNICAÇÕES LTDA., federal tax roll number CNPJ/MF 03.619.317/0001 -07, headquartered at Rua Maria Prestes Maia, 300, parte, Vila
Guilherme, São Paulo, SP, Brazil, represented herein by its undersigned legal representatives, hereinafter referred to simply as ERICSSON SERVIÇOS, and jointly with ERICSSON, hereinafter referred to simply as CONTRACTED PARTIES
;

WHEREAS
  - The CONTRACTING PARTYis a company that provides mobile telephone services
in Brazil;
  
- The CONTRACTED PARTIESare companies that supply materials, equipment
and services for mobile telecommunication networks, with broad operations and
experience in this field, and that they agree to joint liability responsibility
for prompt and full compliance with all obligations established herein;

- The CONTRACTING PARTY requested from its suppliers proposals for implementation
of a telecommunications network, by means of the Request for Proposal RFP
no. CEL001-03, dated January 7, 2003, and a new Request for
Proposal dated November 19, 2003. Given the several amendments undergone
by said document and with a view to avoiding any future discussion on the rights
and obligations of the parties, the CONTRACTING PARTY delivered to its
suppliers,  on May 25, 2004, a revised and consolidated Request for Proposal consolidating
all the information on the scope and extent of the rights, obligations and responsibilities
of the parties (CONSOLIDATED RFP) (Attachment 1);

- The CONTRACTED PARTIESsupplied, on July 16, 2004, based on the CONSOLIDATED RFP, a Proposal for the execution of services, for a fixed lump sum, subject to item 7.5 (PROPOSAL)

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- as provided by the Supply and Rendering of Services Agreement signed on July 10, 2004, hereinafter referred to simply as CORE Supply Agreement, the CONTRACTED PARTIES were hired by the CONTRACTING PARTY, together with
Amazônia Celular S.A., a company that is part of the same economic group to which the CONTRACTING PARTY belongs, to supply on a turn-key lump sum basis all the new equipment, computer programs, services and new material that
make up the CORE of the GSM System (CORE), as shown in detail in the CONSOLIDATED RFP (Attachment I);

- The CONTRACTED PARTIES agree and acknowledge that the suppliance that is the subject-matter of this AGREEMENT and the suppliance that is the subject of the CORE Supply Agreement are an integral part of the overall suppliance of a
Telecommunications Network by the CONTRACTED PARTIES to the CONTRACTING PARTY, as detailed in the CONSOLIDATED RFP (Attachment I) and that, consequently, timely and correct fulfillment of all the obligations of the CONTRACTED
PARTIES pursuant to each of the aforementioned agreements fundamental for the overall suppliance of the aforementioned Telecommunications Network, neither PARTY being excused, under any circumstances, from performing its obligations as described
in the other agreements;

The PARTIES hereby agree to enter into this Supply and Rendering of Services Agreement (AGREEMENT), which shall be governed by the applicable regulations and by the following clauses and conditions:

1.1 The definitions employed in this AGREEMENT are those included in the CONSOLIDATED RFP (Attachment I), in governing laws (as defined in Clause 5), and those identified in Attachment III (DEFINITIONS). In the case of any disagreements
as to the meaning of the definitions herein, the definitions established in the governing laws shall prevail.

2.1 The subject-matter of this AGREEMENT is the suppliance and implementation, by the CONTRACTED PARTIES, to the CONTRACTING PARTY, on a turn-key lump sum basis (i.e., a complete job for a single lump sum), of all the new
equipment, computer programs, services and new material that make up GSM System ACCESS ("ACCESS"), as described in detail in the CONSOLIDATED RFP (Attachment I) and in the PROPOSAL (Attachment II), including the rendering of installation services
and integration of ACCESS to the other Network Elements that make up the CONTRACTING PARTYs Telecommunications Network, as established in the CONSOLIDATED RFP, as well as training, assisted operation and optimization services, as
described in detail herein.

2.2. The CONTRACTED PARTIES hereby irrevocably and irreversibly undertake joint liability for the

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CLAUSE 3  PROJECT AND LOCAL CONDITIONS

3.1 The CONTRACTED PARTIES expressly declare, for all purposes, that they are fully aware of the Basic Assumptions supplied by the CONTRACTING PARTY regarding the subject-matter of this Agreement, the places where the services shall be
rendered, the adjoining areas, access roads, soil and all the other factors and conditions that may influence cost and time required for carrying out the services described herein, and that they themselves shall be responsible for undertaking  all
the complementary investigations that they may deem necessary.

3.2 The preparation of the Executive Project is under the total and exclusive responsibility of the CONTRACTED PARTIES, which must use as a basis all the assumptions they regard as necessary for its preparation. Should the CONTRACTING
PARTY have prepared the Executive Project, the CONTRACTED PARTIES shall undertake to review it and to make the required changes in it, as necessary, being responsible for the project totally and exclusively. Under both hypotheses, the
corresponding cost, whether of preparation or of reviewing the Executive Project, has been budgeted and taken into account in the price established in item 7.2 herein.

3.3 Pursuant to the provisions of items 3.1 and 3.2, the CONTRACTED PARTIES shall have no right to any complaint, indemnification, claim for additional payment, or claim regarding the characterization of extraordinary service, including for
the purpose of justifying delays or extensions of the deadlines agreed upon in the agreement, due to alleged project errors, resulting from difficulties or hindrances of any nature, concerning the conditions that prevail at the place where the
services are to be rendered, notably the geologic, climactic or environmental conditions, and concerning the conditions set forth in the documents of the AGREEMENT.

4.1 The CONTRACTING PARTY may determine, in writing, changes affecting the basic assumptions supplied. Should the CONTRACTED PARTIES find out that the project changes determined by the CONTRACTING PARTY shall increase the
AGREEMENTs lump sum Value, or adversely affect the capacity of the CONTRACTED PARTIES to meet scheduled deadlines, the PARTIES shall negotiate, in good faith, an adjustment of the AGREEMENTs lump sum and/or of the scheduled
deadlines, so as to reflect the changes fairly. Possible changes in scheduled deadlines shall only be negotiated in connection with possible increases.

4.1.1 The PARTIES hereby agree that, should changes occur to Basic Assumptions resulting in an increase or reduction of up to twenty-two percent (22%) in the number of Sites and/or Capacity, as determined in Attachment III, regarding the number of
Sites and Capacity stipulated by the CONTRACTED PARTIES in the Executive Project, the average prices per Site (which include

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4.1.2 Should the Basic Assumption suffer any changes representing a reduction in the number of Sites, the CONTRACTING PARTY shall communicate said reduction to the CONTRACTED PARTIES within, at most, three (3) weeks as from the date on
which the agreement is signed.

4.2. The CONTRACTED PARTIES may suggest changes regarding the Basic Assumptions
that were supplied by the CONTRACTING PARTY, provided that these: (i)
do not adversely affect the minimum conditions established in the CONSOLIDATED
RFP;  (ii) do not reduce ACCESS reliability, capacity, performance, quality and
useful life; (iii) neither increase the value of the AGREEMENT nor generate any
additional costs for the CONTRACTING PARTY; (iv) do not cause the key
dates described in  the time schedule to be delayed; (v) do not impair the Guarantees
obtained and/or Insurance Policies taken out; and (vi) do not affect the CONTRACTING
PARTYs Payment Schedule. The suggested changes may only be implemented
once they have  been discussed with and authorized by the CONTRACTING PARTY.

5.1 In the execution and interpretation of this AGREEMENT, all the regulations that govern the Personal Mobile Service, whether they be laws, decrees, administrative acts, instructions, or resolutions, among others, shall be taken into account,
complied with and applied by the CONTRACTED PARTIES, regardless of whether or not any reference is made to them herein and/or in the documents attached to this AGREEMENT.

5.2 Without prejudice to compliance with and fulfillment of the other rules issued by the National Telecommunications Agency  ANATEL (Agência Nacional de Telecomunicações), any unit of certified products that may
come to be supplied by the CONTRACTED PARTIES to the CONTRACTING PARTY shall carry an identification plate in a visible spot, with the name of the manufacturer and the address of the supplier in this country. All certified products
that use radioelectric frequency, in addition to the above requirement, shall bear the following message: This product can only go into operation once its operating license, issued by the appropriate technical body of the Ministry of
Communications, has been obtained.

CLAUSE 6  DOCUMENTS INCLUDED

6.1 For all legal purposes and effects, this AGREEMENT comprises the documents listed below, as if they were transcribed herein. These documents hereinafter shall be referred to as Included Documents.

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|               |  |                            
|-------------- |  | ---------------------------
|               |  |                            
|Attachment I   |  | CONSOLIDATED RFP           
|               |  |                            
|Attachment II  |  | PROPOSAL                   
|               |  |                            
|Attachment III |  | DEFINITIONS                
|               |  |                            
|Attachment IV  |  | LIST OF UNIT PRICES (LUP)
|               |  |                            
|Attachment V   |  | ENDER USER STATEMENT       
|               |  |                            

6.2 Should there be any discrepancy between this AGREEMENT and the documents that it comprises, the following order of prevalence shall apply, its being hereby established that the requirements of the CONSOLIDATED RFP explicitly mentioned in the
PROPOSAL as not having been fulfilled or having been carried out differently from the specifications described in the CONSOLIDATED RFP shall prevail over the CONSOLIDATED RFP.

(a)
AGREEMENT

(b)
CONSOLIDATED RFP (Attachment I)

(c)
PROPOSAL (Attachment II)

(d)
DEFINITIONS (Attachment III)

(e)
LIST OF UNIT PRICES (LUP) (Attachment IV)

(f)
END USER STATEMENT

7.1 The system for executing the job that is the subject-matter of this AGREEMENT is the turn-key lump sum system.

7.2 The lump sum for supplying and implementing ACCESS shall be the sum of: (i) one hundred and twenty-six million, nine hundred and seventeen thousand, six hundred and eighty-three reais and ninety-nine cents (R$126,917,683.99), which amount shall
be fixed and not adjustable, referring to local materials, equipment and services, and of: (ii) nineteen million, two hundred and ninety-eight thousand, seven hundred and eighty-three reais and seventy-nine cents (R$19,298,783.79), which amount
refers to equipment, materials and software to be imported from abroad, worth, in foreign currency, on the date on which this agreement was signed, six million two hundred and twenty-one thousand, four hundred U.S. dollars and thirty-two cents (US$
6,221,400.32) .

7.2.1 The price of the equipment, materials and software programs that shall be imported, as provided for under item 7.2 above, shall be adjusted in the case of fluctuation between the US dollar exchange

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7.2.2 The price stated above includes, in addition to the CONTRACTED PARTIES profit, all direct costs (materials, labor, administration, social charges, labor charges and taxes, among others) and indirect costs (charges, insurance,
taxes, customs duties and expenses, operational transport expenses, the transport of materials, products and people and their respective insurance, packaging, bed and board, air fares, bus fares, local travel, equipment, tools, and consumable goods,
among others) incurred or to be incurred by the CONTRACTED PARTIES in order to supply and implement ACCESS, its being inadmissible, under any circumstances and regardless of the reason, that any additional amounts be charged by the
CONTRACTED PARTIES, given that they are being hired for a lump sum.

7.2.3 The PARTIES acknowledge that the direct or indirect costs described above may undergo some fluctuation after this AGREEMENT has been signed and while it is being performed, due to foreseeable events such as inflation, fluctuation of the price
of raw materials, the need to substitute materials or use of alternative means of production, project adjustments (provided that no changes are made to the Basic Assumptions supplied by the CONTRACTING PARTY), or changes in taxation, among
others, the CONTRACTED PARTIES undertaking to bear the risk for these fluctuations and the ensuing added costs, this being an essential prerequisite for this AGREEMENT to be entered into. So that no doubts may arise as to the foreseeability
of certain events, the following are hereby classified as foreseeable, in addition to the aforementioned items:

(i)
strikes of the CONTRACTED PARTIES personnel or of companies subcontracted
by them;

(ii)
acts of God and meteorological phenomena typical of the time or place where the
services are being rendered, such as landslides, storms, and flooding, among
  others;

(iii) delays in the obtainment of licenses or permits of any nature that may be required for executing the services; and

(iv) delays in the importation of equipment and customs clearance.

7.3 The proposed lump sum price takes into account all of the activities (direct, indirect, accessory, alternative, and complementary, among others) required to supply and implement ACCESS, pursuant to the CONSOLIDATED RFP and the PROPOSAL,
regardless of whether these activities are expressly listed herein. Only if the CONTRACTING PARTY requests, in writing, changes to the Basic Assumptions, as per clause 4, or in the case of new contractual agreements, shall the CONTRACTED
PARTIES be entitled to the respective adjustment of prices and deadlines.

7.4 In the case of new contractual agreements related to the scope established in the CONSOLIDATED RFP (Attachment I), the parties shall comply with the pricing listed on the List of

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7.5 The base date for the unit prices shown on the LUP is the date on which this AGREEMENT shall be signed.

7.5.1 The relative price of the materials, equipment (HWL) and domestic services (SERVL) and a portion equal to forty per cent (40%) of the materials and equipment that have imported raw materials or input (HWL/I), expressed in the LUP in domestic
currency (R$), for the purposes of the provisions described in item 7.4 above, shall be adjusted after one-year periods, the adjusted amount being valid for the one-year period subsequent to adjustment, by applying the following formula:

I0= Initial index concerning the cost index corresponding to
the date on which this AGREEMENT shall be signed.

I1= Same index concerning the month immediately prior to the
foreseen adjustment month, i.e., the 12th, 24th, and 36th months
after the month on which this AGREEMENT shall be signed, and so forth.

(i) The adjustment established in this item shall only apply to payments of amounts that concern new purchases made as from the first day immediately following the end of the twelfth (12th) month after the signing of this AGREEMENT.

(ii) The index to be adopted shall be the Economic Index / IGP- DI (General Price Index - Internal Availability), column 2, published by the Conjuntura Econômica magazine of Fundação Getúlio Vargas or, in its
absence, any similar index that may come to replace it.

(iii) The coefficient calculated through the adjustment formula shall be worked out up to the third decimal, the other ones being disregarded.

(iv) Should the law come to allow a reduction in the frequency of adjustment, the PARTIES may negotiate a new adjustment period, to be considered for the purposes of this AGREEMENT.

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7.5.3 The price in reais of the portion equal to sixty per cent (60%) of the national equipment and materials that contain some imported raw materials or input (HWIJI), for the purposes of what has been described in item 7.4 above, shall be adjusted
for new purchases only when the difference between the USD exchange rate and the rate on the day immediately preceding actual purchase, as published by SISBACEN PTAX 800 Option 5, is greater than five per cent (5%). For the purpose of assessing this
difference, the USD exchange rate to be taken into account is three point zero two zero reais per dollar (R$ 3.1020/USD);

7.6 The total value of this AGREEMENT, for the purpose of what has been described in Clauses 17 and 18, shall be equal to the sum of the amounts in reais calculated in item 7.2 (i) and (ii).

8.1 Payments shall only be made once the CONTRACTING PARTY has accepted that the events to which they refer have indeed occurred, according to the following Timetable and subsequent items:

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|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                            
|Event |  | Physical Event                                                                                                                                                                                                                 |  | Value                                                                                                                                                                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                            
|0     |  | Signing AGREEMENT.                                                                                                                                                                                                             |  | Twenty per cent (20%) of the AGREEMENTs
    total value, as per item 7.6.                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                            
|1     |  | Delivery of all of the equipment, materials and software
    by Site, as defined in Attachment III.                                                                                                                            |  | Thirty per cent (30%) of the
    AGREEMENTs total value, as per item 7.6, to be paid on a prorated basis,
    by Site, taking into account the table included in item 8.1.1.                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                            
|2     |  | Issuance of the Statement of Initial
    Acceptance of the System that is the subject-matter
    of the AGREEMENT
      or Commercial Activation of each  Site, as defined
    in Attachment III, whichever takes place first. |  | Twenty per cent (20%) of the total value of the AGREEMENT,
    as per item 7.6, if the Statement of Initial Acceptance is issued, or
    twenty per cent (20%) of the AGREEMENTs total value, prorated by
    commercially activated Site, if commercial activation takes place, taking
    into account the table included in item 8.1.1.
|      |  |                                                                                                                                                                                                                                |  |                                                                                                                                                                                                                                                                                                                                            

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|  |  |                                                                                                                |  |                                                                                 
|- |  | -------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|  |  |                                                                                                                |  |                                                                                 
|3 |  | Issuance of the Statement of Partial Acceptance of the
    System that is the subject-matter of the AGREEMENT. |  | Twenty per cent (20%) of the
    total value of the AGREEMENT, as per item 7.6. 
|  |  |                                                                                                                |  |                                                                                 
|4 |  | Issuance of the Statement of Final Acceptance of System that
    is the subject-matter of the AGREEMENT.       |  | Ten per cent (10%) of the total
    value of the AGREEMENT,
    as per item 7.6.
|  |  |                                                                                                                |  |                                                                                 

8.1.1 The CONTRACTED PARTIES shall undertake to supply a table with the prorated value per Site, to be paid in connection with events 1 and 2 mentioned in item 8.1 above. This table shall be submitted to the CONTRACTING PARTY for
approval immediately after this AGREEMENT has been signed.

8.1.2. The parties agree that payment of the advance described as Event 0 of item 8.1 is subject to submission by the CONTRACTED PARTIES of a Bank Letter of Guarantee, the value of which shall be equal to twenty per cent (20%) of the total
value of this AGREEMENT, as per item 7.6, to be issued by a first-tier financial institution, which shall be required to waive the benefits granted under articles 827, 835 and 838 of the Brazilian Civil Code. The said Bank Letter of Guarantee shall
be valid up to the time when Event 1 of item 8.1 has been discharged.

8.2 The payments shall be made in accordance with the payment timetable above either on the sixtieth (60th) day following acceptance of the corresponding physical event or on the thirtieth (30th) day following submission to the
CONTRACTING PARTY of the invoice, in two (02) copies of like tenor, the latest of the two dates being the prevailing payment date, subject to the provisions of Clause 9.

8.3 The payments shall be subject to discharging all obligations undertaken and/or resulting from this AGREEMENT, the CONTRACTING PARTY being required to deposit the amount owed directly into the bank accounts indicated by the CONTRACTED
PARTIES, the respective payment slips being valid as payment receipts.

8.4. One of the conditions for payment (except for event 0  anticipation of payment, shown in item 8.1) is the obtainment by the CONTRACTED PARTIES of a firm, long-term financing offer, signed by a first-tier, domestic or international,
public or private, multilateral or financial institution, or from export credit agencies (hereinafter referred to simply as BANK). This firm finance offer shall include the term of the loan, the interest rate, commissions and covenants in keeping
with normal market standards, the conditions of which, at the very least, must be equal to those presented by the CONTRACTED

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8.5 Payments shall be made on working Mondays, Wednesdays or Fridays. Payments falling due on other days of the week shall be paid on the immediately subsequent working Monday, Wednesday or Friday, as appropriate, at no extra cost to the
CONTRACTING PARTY.

8.6 The CONTRACTED PARTIES shall, when issuing receipts or invoices, ensure these documents are correctly filled in. They shall mandatorily include the number of the AGREEMENT, the identification of the portion to be paid, the rates of
applicable taxes and their respective amounts, a detailed list of the materials and equipment supplied and the registration code(s) for the equipment at BNDES/FINAME, as applicable.

8.7 The CONTRACTING PARTY, should there be any credits in its favor resulting from fines or damages caused by the CONTRACTED PARTIES in connection with this AGREEMENT, may at its discretion deduct these amounts from the payments
disbursed to the CONTRACTED PARTIES, as of the issuance of the Statement of Partial Acceptance and/or of the Statement of Final Acceptance, as appropriate, subject to prior notice in writing to the CONTRACTED PARTIES.

8.8 The CONTRACTED PARTIES reserve themselves
the right to suspend activities resulting from this AGREEMENT thirty (30) days
after the CONTRACTING PARTY receives an extrajudicial or judicial notice
from  the former, in the case of unjustified delays in payment in excess of thirty
(30) days. This hypothesis does not apply neither to the cases mentioned in items
8.4 and 8.7 above, nor to those cases described in this AGREEMENT where failure
of the
CONTRACTING PARTY to pay is expressly authorized and justified.

8.9 Concerning past-due payments, where the AGREEMENT or the law lack provisions justifying non-payment, the CONTRACTED PARTIES shall have the right to charge interest on overdue payment from the CONTRACTING PARTY, at the rate of one
per cent (1%) per month, plus monetary indexation based on the IGP-DI general price index up to the date on which payment actually occurs, other than in those cases stipulated herein that expressly eliminate the incidence of monetary indexation.

8.10 The CONTRACTED PARTIES may neither assign nor pledge to third parties
the amounts to which they are entitled under this AGREEMENT without prior authorization
to do so from the CONTRACTING PARTY.

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9.1 Regarding the National Social Security Institute  INSS, the CONTRACTING
PARTY shall comply with Law 9.711/98 and regulatory instruction 100/2003,
as well as with the amendments introduced by IN105/2004. It is mandatory to specify
 the Social Security payments, as well as to inform the INSS Specific Registration
number (CEI  Cadastro Específico do INSS) and the address
of the location in the invoice or receipt for services rendered under the responsibility
 of the CONTRACTED PARTIES.

9.2 All taxes must also be broken out in each invoice submitted, together with an indication of the tax rate applied or inclusion of the exemption text, as determined by current laws. The amounts concerning supplies of materials and/or of equipment
of their own or of third parties, indispensable for the CONTRACTED PARTIES to carry out their services shall be indicated in each invoice submitted, under penalty of taxes due being withheld for the full amount of the fiscal document.

9.3 Responsibility for opening and discharging CEI registration lies with the CONTRACTING PARTY. However, the CONTRACTED PARTIES shall be responsible for preparing, organizing and submitting to the CONTRACTING PARTY all the
documentation required by the INSS for clearance of work sites where social security is concerned, including of subcontracted parties, in accordance with the directives of the CEI manual that is part of this AGREEMENT.

9.3.1 The documents to be presented shall either be the original ones or authenticated copies thereof, collated and organized in the form of a DATA BOOK, by CEI registration number, to be submitted within fifteen (15) days, at most, of the
completion of the work at a given site.

9.3.2 Should the CONTRACTED PARTIES fail to submit the aforementioned documentation by the established deadline, the CONTRACTING PARTY shall hereby be authorized to withhold fifty per cent (50%) of the value of the subsequent payment
due according to the agreement, regardless of any warning or notices, which percentage shall only be released by the CONTRACTING PARTYonce the requested documents have been properly submitted.

9.3.3 The last payment stipulated herein shall only be made after the CONTRACTED PARTIESsubmit to the CONTRACTING PARTY all the documentation necessary for normal discharging of CEI registration numbers at the INSS.

9.3.4 Should the CONTRACTED PARTIES use the same insured parties to service several contracting companies, alternately, during the same time period, they shall be exempt, pursuant to article 171 and the sole paragraph of INSS Regulatory
Instruction no. 100/03, from preparing separate Payroll and Payment Forms for the Severance Indemnity Fund for Employees and Information for Social Security (GFIP  Guia de Recolhimento do Fundo de Garantia por Tempo de Serviço e
Informações à Previdência Social), provided that this situation is duly demonstrated, the CONTRACTED PARTIES being the only ones responsible for said information.

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9.4 Regarding the Tax on Services of Any Nature (ISSQN  Imposto Sobre Serviços de Qualquer Natureza), the CONTRACTING PARTY shall comply with the municipal laws of the places where the services are actually rendered,
regardless of what is stated in the laws of the municipality in which the service provider is headquartered.

9.5 The CONTRACTING PARTY, when it is the withholding party, shall pay the taxes mandated by the laws currently in force and is hereby authorized to discount these amounts from the amounts it shall owe the CONTRACTED PARTIES by force
of this AGREEMENT.

9.6 For any new contractual arrangements, pursuant to item 7.4 above, the PARTIES agree to review the prices listed in the LUP should any taxes be created, changed or eliminated, after this AGREEMENT has been signed, provided that this is shown to
affect the prices agreed to herein and set out in the LUP.

9.7 Not withstanding the payment terms agreed to in their specific clause, all fiscal documents concerning services rendered by the CONTRACTED PARTIES shall be issued and delivered to the facilities of the CONTRACTING PARTY by the
twentieth (20th) day of the month in which the respective invoice or receipt is issued, so as to allow the CONTRACTING PARTY to pay the appropriate taxes within the timeframe established by law.

10.1 The PARTIES agree that the deadline for ACCESS supply and implementation is three hundred and ninety (390) days, as of the date on which this AGREEMENT is signed, in compliance with the terms of the Implementation Schedule that is part of the
PROPOSAL (Attachment II) and the hypotheses of survival of the clauses expressly described in this AGREEMENT.

10.2 The deadlines stipulated in this clause may only be extended subject to an Agreement Addendum and in the following cases:

a) temporary suspension of the service by direct order of the CONTRACTING PARTY, in writing, for reasons that cannot be imputed to the CONTRACTED PARTIES, pursuant to Clause 13. In this case, the CONTRACTING PARTY shall refund
the CONTRACTED PARTIES for the direct costs incurred by the latter as a result of and for the time period during which the suspension remains in effect, pursuant to the provisions of Clause 14. The CONTRACTING PARTY shall not be
responsible for compensating the CONTRACTED PARTIES for lost income.

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c) failure imputable only to the CONTRACTING PARTY to provide a suitable environment for implementation of the ACCESS required for the performance of the subject-matter hereof, as per item 12.1 (b). In this case, the CONTRACTING PARTY
shall refund the CONTRACTED PARTIES for the direct costs incurred by the latter as a result of failure to make the environment available, and for as long as this situation persists. The CONTRACTING PARTY shall not be responsible for
compensation to the CONTRACTED PARTIES for lost income as a result of the extension.

10.3 The potential extension granted in the cases mentioned in item 10.2 above shall correspond to the number of days of delay that actually occur and shall only be applied to the services that are proven to have been hindered by the delay.

10.4 The following shall not justify falling behind schedule in the performance of any of the services: the fact that the CONTRACTING PARTY may totally or partially reject any of the services and/or materials executed and/or employed if they
do not correspond to the requirements, obligations and conditions of this AGREEMENT. Similarly, eventual suspension of services determined by the CONTRACTING PARTYs inspectors in the case of irregularities being identified, as per
Clause 13, shall not be accepted as justification for falling behind schedule.

CLAUSE 11  OBLIGATIONS OF THE CONTRACTED PARTIES

11.1 In addition to the other obligations described herein, the CONTRACTED PARTIES shall jointly:

(a) Fulfill the Implementation Schedule that is part of the PROPOSAL (Attachment II) as well as the other obligations included herein and in the other Attachments;

(b) Prepare and deliver to the CONTRACTING PARTY, by the fifteenth (15th) day of the subsequent month, a DATA BOOK containing a copy of the documents listed below, regarding performance of the services during the previous month,
under penalty of the payments possibly due to the CONTRACTED PARTIES by the CONTRACTING PARTY for the services that concern the respective Site, as defined herein, being withheld, and of becoming liable to the fine set out in item 17.1
(ii), should the CONTRACTED PARTIES fail to solve the irregularities of the documentation within thirty (30) days as from receipt of a notice to this effect from the CONTRACTING PARTY. Alternatively, the aforementioned DATA BOOK may be
requested by the CONTRACTING PARTY, solely at its discretion, whenever the latter regards it as necessary, within a time frame that shall be reasonably set in a notice to the CONTRACTED PARTIES on this matter.

(i) Tax Payment Form for the Tax on Services (ISS  Imposto sobre Serviços), paid in the municipality in which the services are rendered, other than in the cases in which Municipal Law transfers to the CONTRACTING PARTY the
obligation of withholding the Tax on Services at source and

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consequently of paying it;

(ii)
Tax Payment Form for Income Tax Withheld at Source, when it occurs;

(iii)

Payment Form for Social Security Contributions;

(iv) Payment Form for the Contributions to the Severance Indemnity Fund for
  Employees (FGTS  Fundo de Garantia de Tempo de Serviço);
  (v) Payment Forms for the Union, Assistance and Confederative Contributions
- General Registry of Unemployed People (CAGED  Cadastro Geral de Desempregados);

(vi) Proof of delivery of Individual Protection Equipment (EPI  Equipamentos de Proteção Individual), to be supplied to the staff of the CONTRACTING PARTY and of its subcontractors;

(vii) List of the people who worked in the month to which the report applies, under the responsibility of the CONTRACTED PARTIES and of its subcontractors;

(viii) Employee Registration Card (FRE  Ficha de Registro de Empregados), admittance and periodical examination of the employees hired by the CONTRACTED PARTIES and by its subcontractors during and for the execution of the
services that are the subject-matter of this AGREEMENT;

(ix)
Employee Contract Rescission Statement and dismissal examination; and

(x)
Monthly report showing the number of employees of the CONTRACTED PARTIESand
its
subcontractors by number of hours worked, number of accidents with and without
leave of absence, with a copy of the Occupational Accident Communication (CAT  Comunicação
de Acidente do Trabalho) and proof of payment of the
Occupational Accident Insurance (SAT  Seguro de Acidente do Trabalho).

(c) Deliver to the CONTRACTING PARTY a copy of all the original documentation that makes up the aforementioned DATA BOOK at the end of this AGREEMENT;

(d) Only subcontract the services covered by this AGREEMENT with approval of the CONTRACTING PARTY, pursuant to Clause 30. In this case, the aforementioned documents (DATA BOOK) should be supplied by the subcontracted company, the
CONTRACTED PARTIES continuing to be the sole parties responsible for supplying to the CONTRACTING PARTY all elements covered by this AGREEMENT;

(e) Ensure that all its employees and the employees of the subcontractors are duly registered, in accordance with the laws currently in effect, undertaking, furthermore, to keep all legal obligations pertaining to the activities carried out by their
employees up to date, including those of a labor nature and related to social security;

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(g) Replace their employees, at any time, should the CONTRACTING PARTY so request, provided there is evidence of inadequate employee performance, the CONTRACTED PARTIES being held responsible, furthermore, for all costs resulting from
the replacement;

(h) Adequately protect the assets of the CONTRACTING PARTY and of third parties, ensuring the conservation and maintenance of its facilities, equipment and materials. During the process of supplying and installing the equipment hereby agreed
to, the CONTRACTED PARTIES and its employees or third parties under their responsibility shall also comply with the standards that concern the use and conservation of the CONTRACTING PARTYs facilities under penalty of payment for
damages caused;

(i) Be responsible for obtaining all the licenses or authorizations required in order to supply, implement and operate the ACCESS, including environmental licenses, and, furthermore, bear all costs necessary for obtaining them, except for those
licenses that need to be obtained from ANEEL, which fall under the CONTRACTING PARTYs responsibility, the CONTRACTED PARTIES being obliged, however, to provide all the necessary support for the aforementioned obtainment;

(j) To maintain in Brazil, throughout the period of validity of this AGREEMENT, a workshop for the replacement of circuit boards and components, so as to ensure that all the parts sent for repairs by the CONTRACTING PARTY be returned by the
CONTRACTED PARTIES within sixty (60) days at most, both for locally manufactured and imported equipment;

(k) Supply ACCESS in compliance with the rules published by the Ministry of Communications, by ANATEL and by other public administration offices, including, but not limiting themselves to, those that concern the Personal Mobile System (SMP 
Sistema Móvel Pessoal), where materials and equipment are concerned, until the date of issue of the Statement of Initial Acceptance, bearing all the costs inherent and resulting from this;

(l) Inform the CONTRACTING PARTY, on a weekly basis, of the progress of the services under contract, in accordance with the Implementation Schedule, showing how events are progressing, an analysis of possible deviations from the schedule and
measures taken to recover lost time, including with regard to services carried out by those sub-contracted, as applicable;

(m) Provide, at any time, the information required by the CONTRACTING PARTY on the process of supplying the subject-matter of this AGREEMENT and on the Implementation Schedule established in the PROPOSAL (Attachment II), containing the
details necessary for keeping track of timing well and reliably;

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(o) Appoint a Project Manager to interact with the Project Manager appointed by the CONTRACTING PARTY, fully managing the obligations of the CONTRACTED PARTIES and of the subcontracted PARTIES. The Project Manager shall: a) have full
knowledge of the entire context of the Projects; and b) have the authority to make day-to-day decisions concerning the Project and the respective staff;

(p) Fulfill, observe, respect, comply and ensure compliance with all laws currently in force concerning the protection and conservation of the environment, as well as the internal recommendations, procedures, standards and policies of the
CONTRACTING PARTY;

(q) Guarantee safe warehousing and storage, as well as the prompt removal or elimination of any residues eventually generated, whether or not within the scope of this AGREEMENT, with a view to full compliance with the environmental protection laws
currently in force;

(r) Protect the CONTRACTING PARTY from any judicial and/or administrative claims to which the CONTRACTED PARTIES and parties associated to it may give rise and that, in any way, result from the legal relation between the parties to the
AGREEMENT, bearing the full responsibility and ensuing costs and undertaking, moreover, to formally request, vis à vis the appropriate authorities, that the CONTRACTING PARTY be exempted from liability for the claim or replaced in
connection with it. Should the CONTRACTING PARTY come to face any claims against it, the CONTRACTED PARTIES shall undertake to refund all the costs that the CONTRACTING PARTY may come to incur as a result of such claims,
including, with regard to costs, the full amount of the legal fees that the CONTRACTING PARTY may come to disburse to defend its interests, as well as the fees for experts and accountants or for any expenses incurred in connection with the
investigation, defense, maintenance, preservation or execution of any of the rights described herein, regardless of when the claims are made, pursuant to the provisions of item 17.3 herein;

(s) Guarantee that the materials and equipment (hardware and software) supplied shall be fully compatible with the materials and equipment supplied by the other companies hired by the CONTRACTING PARTY for the implementation of the
Telecommunications Network, so that the networks functioning and operation shall be flawless, and in compliance with the internationally accepted standards mentioned in the CONSOLIDATED RFP.

CLAUSE 12  OBLIGATIONS OF THE CONTRACTING PARTY

In addition to the other obligations described herein, the CONTRACTING PARTY shall:

(a)
Pay the payments owed to the CONTRACTED PARTIESas per Clause 8;

(b)
Make available to the CONTRACTED PARTIESa suitable environment for the
implementation of

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(c) Allow access to all the sites belonging to the CONTRACTING PARTY,
twenty-four (24) hours a day, three hundred and sixty-five (365) days a year,
subject to the CONTRACTED PARTIESsupplying a list of personnel who shall
have access  to the site, together with the respective documentation. The deadlines
for the sites owned by third parties shall be negotiated with the CONTRACTING
PARTY ahead of time;

(d) Appoint a Project Manager, during the process of supplying ACCESS, to interact with the Project Manager of the CONTRACTED PARTIES, who shall have: a) full knowledge of the entire context of the Project; and b) full authority to make
day-to-day decisions concerning the Project and the respective personnel;

(e) inform the CONTRACTED PARTIES, in writing, of the reasons that motivated possible rejection of equipment and/or services delivered.

CLAUSE 13  INSPECTION OF PERFORMANCE OF THE AGREEMENT

13.1 The CONTRACTING PARTY and its employees, agents or representatives shall always have the right to inspect the performance of the CONTRACTED PARTIES under this AGREEMENT, but this in no way shall exempt the latter from full and
exclusive responsibility or diminish said responsibility.

13.2 The CONTRACTING PARTY has the right to decide that part or even all of this AGREEMENT shall be suspended, subject to an extrajudicial or judicial notice to the CONTRACTED PARTIES. This suspension shall not exempt the
CONTRACTING PARTY from its financial obligations regarding the CONTRACTED PARTIES in connection with equipment and services already delivered and accepted by the former, pursuant to item 8.1 herein.

13.3 If suspension is decided upon because ACCESS implementation or supply is not in compliance with the terms hereof or with the governing laws and regulations, and should the CONTRACTED PARTIES fail to solve the irregularities found within
the timeframe determined by the CONTRACTING PARTY, thereby jeopardizing fulfillment of the Implementation Schedule that is part of the PROPOSAL (Attachment II), the CONTRACTING PARTY may rescind this AGREEMENT, pursuant to Clause 32,
in which case the CONTRACTED PARTIES shall have no right to any indemnification, being entitled merely to receive payment for the events discharged and accepted by the CONTRACTING PARTY up to the date on which rescission is
communicated, besides being liable for the penalties described in item 17.1 (i).

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14.1 While the AGREEMENT is being performed, the CONTRACTING PARTY may choose between monitoring the acceptance tests in the field or working with reports concerning the testing carried out, issued by the CONTRACTED PARTIES.

14.2 Once all suppliance and services have been completed and ACCESS implemented, the CONTRACTED PARTIES shall notify the CONTRACTING PARTY of this in writing.

14.3 The CONTRACTING PARTY, in conjunction with the CONTRACTED PARTIES, shall proceed to begin the performance tests, in compliance with the procedures determined in the CONSOLIDATED RFP (Attachment I), in order to ensure that any
equipment, individual subsystems or systems shall comply with all the specifications described in the CONSOLIDATED RFP.

14.4 Should the CONTRACTING PARTY consider that the equipment was delivered and that commissioning took place correctly, pursuant to the stipulations hereof, it shall issue the Statement of Acceptance per Site, as established in the
CONSOLIDATED RFP (Attachment I).

14.5 Once ACCESS implementation has been completed and the interconnection of all the various Network Elements, including the CORE, has been accomplished, pursuant to the CORE Supply Agreement, so as to allow the system to function, the
CONTRACTING PARTY shall check whether the services are in order and whether they were carried out in accordance with the stipulations hereof. Should no irregularity be found, the CONTRACTING PARTY shall issue the Statement of Initial
Acceptance, as described in the CONSOLIDATED RFP (Attachment I). Otherwise, the CONTRACTED PARTIES shall be sent a notice to correct the defects pointed out, undertaking to promptly initiate the required repairs and/or complementation, under
penalty of the CONTRACTING PARTY executing them itself or having them executed by third parties, should the CONTRACTED PARTIES fail to do so, debiting expenses made to the CONTRACTED PARTIES.

14.6 Once the Statement of Initial Acceptance has been issued, a period of ninety (90) days shall commence, during which time the CONTRACTED PARTIES shall render the services of training and assisted operation, pursuant to Clause 16. After
this ninety (90) day period, should the CONTRACTING PARTY find no defects or irregularities in ACCESS, nor in the services of training and assisted operation, it shall issue the Statement of Partial Acceptance, as established in the
CONSOLIDATED RFP (Attachment 1). Otherwise, the CONTRACTED PARTIES shall be sent a notice to correct the defects pointed out, undertaking to promptly initiate the required repairs or complementation, under penalty of the CONTRACTING
PARTY executing them itself or having them executed by third parties, should the CONTRACTED PARTIES fail to do so, the ensuing expenses being debited to the latter. The absence of any irregularities coupled with completion of the training
and assisted operation services are prerequisites for issuing the Statement of Partial Acceptance.

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14.6.1 The CONTRACTED PARTIES are fully aware that rendering services to the assisted operation shall only become possible after the startup of the commercial operation of the Telecommunications network which, in turn, depends on the prompt
and correct fulfillment of the obligations undertaken by the CONTRACTED PARTIES in the CORE Supply Agreement, its being hereby agreed that, should the activities of the CONTRACTED PARTIES as described herein in connection with assisted
operation have to be suspended because of delays brought about by the latter or nonfeasance of their obligations as stipulated in the CORE Supply Agreement, all direct or indirect costs incurred by the CONTRACTED PARTIES as a result of the
aforementioned suspension shall be born only by the themselves, at no cost whatsoever to the CONTRACTING PARTY.

14.7 After the Statement of Partial Acceptance is issued, a period of one hundred and eighty (180) days shall begin, during which the CONTRACTED PARTIES shall provide optimization services, pursuant to Clause 16. Provided all the requirements
and specifications described in the CONSOLIDATED RFP for the issuance of the Statement of Final Acceptance have been met by the CONTRACTED PARTIES, within one hundred and eighty (180) days as from the issuance of the Statement of Partial
Acceptance, the CONTRACTING PARTY shall issue the Statement of Final Acceptance, as stipulated in the CONSOLIDATED RFP (Attachment I), without prejudice to the responsibilities of the CONTRACTED PARTIES, pursuant to the law and this
AGREEMENT, as to the guarantee of solidity and safety described in the Brazilian Civil Code and as to the guarantees stipulated herein. Should any irregularities be found, the CONTRACTED PARTIES shall be sent a notice to correct the defects
pointed out, undertaking to promptly initiate the required repairs or complementation, under penalty of the CONTRACTING PARTY executing them itself or having them executed by third parties, should the CONTRACTED PARTIES fail to do so,
the ensuing expenses being debited to the latter. Absence of irregularities as well as completion of the optimization services are prerequisites for issuing the Statement of Final Acceptance.

14.8 The required repair services and complementation shall invariably be carried out at the sole expense and responsibility of the CONTRACTED PARTIES.

CLAUSE 15  TRAINING AND ASSISTED OPERATION

15.1 Once the Statement of Initial Acceptance has been issued, the CONTRACTED PARTIES, at

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15.2 The training program shall be prepared by the CONTRACTED PARTIES and submitted for approval to the CONTRACTING PARTY by the date of Physical Acceptance and Commissioning. The CONTRACTING PARTY may make the complementation
and changes it considers necessary, within reason, with a view to ensuring its personnel is adequately trained. After the program, the CONTRACTING PARTYs staff is expected to be fully qualified to operate ACCESS and skilled in
conducting adjustments, inspections and maintenance, without the risk of their causing any interference in the commercial operation of the ACCESS.

15.3 All expenses, taxes, rates and charges applicable to the training courses, including those connected with bed and board and travel of instructors, shall be borne by the CONTRACTED PARTIES and are included in the lump sum price of this
AGREEMENT.

15.4 For a ninety (90) day period as from the issuance of the Statement of Initial Acceptance of ACCESS, the CONTRACTED PARTIES shall monitor its operation, so as to ensure flawless performance.

15.5 The CONTRACTED PARTIES hereby declare that they are aware that the telecommunication equipment that is the subject-matter of this AGREEMENT is of vital importance for the satisfactory performance and business success of the
CONTRACTING PARTY, there being a major risk of a marketing impact / financial loss should its performance fail to fulfill the stipulations of the CONSOLIDATED RFP. Thus, the CONTRACTING PARTY shall conduct, from time to time and at its
own expense, as determined in the CONSOLIDATED RFP, measurements of the accesses installed by the CONTRACTED PARTIES and of the accesses of the other GSM network operators, so as to be able to compare the performance of both and to check on
whether the performance of the ACCESS installed by the CONTRACTED PARTIES is in accordance with the CONSOLIDATED RFP. Should it find that the performance of the ACCESS supplied by the CONTRACTED PARTIES is not in accordance with the
CONSOLIDATED RFP, the CONTRACTED PARTIES shall adapt it, pursuant to the provisions of Clause 20 hereof.

16.1 Once the Statement of Partial Acceptance of ACCESS has been issued, the CONTRACTED PARTIES shall undertake to monitor the ACCESS System, with a view to improving the quality of coverage, both in terms of coverage and of reception /
transmission of data, in accordance with the criteria described in the CONSOLIDATED RFP.

16.2 The monitoring of the ACCESS System, with the purpose of optimizing coverage, shall be

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17.1 Should the CONTRACTED PARTIES incur in a breach of any of the provisions hereof, or of any of the legal and regulatory provisions which govern this AGREEMENT, the CONTRACTING PARTYmay, at its discretion, require that the
following penalties be applied, without prejudice to responsibility for damages and losses, as applicable:

(i) a fine, of a non-compensatory nature, for delay in execution by the CONTRACTED PARTIES of the events listed in the Implementation Schedule included in the PROPOSAL (Attachment II), calculated through the following formula and limited to
twenty per cent (20%) of the value of the portion of the payment concerning the event that is past due:

P = value of the event that was not performed, according to the Implementation Schedule included in the PROPOSAL, except for the hypothesis of delay in the performance of the event related to the issuance of the Statement of Initial Acceptance, the
value of which shall be the AGREEMENTs lump sum value.

(ii) a fine, of a non-compensatory nature, of one per cent (1%) of the AGREEMENTs lump sum value, if the CONTRACTED PARTIES fail to comply with any obligation described herein, other than in the case of nonfeasance due to delay in the
Implementation Schedule, for which the fine shall be that established in item (i) above. For the purpose of applying the fine described in this item (ii), the CONTRACTING PARTY shall notify the CONTRACTED PARTIES so that they shall,
within five (5) running days at most, initiate the procedures for regularization of the non-performance pointed out or, within the same time frame, submit their formal defense. Should defense be presented, the CONTRACTING PARTY shall analyze
whether the justifications presented hold the CONTRACTED PARTIES harmless from responsibility. If the defense is rejected, the CONTRACTING PARTY shall communicate to the CONTRACTED PARTIES the reasons for which it rejected their
defense. As from receipt of the notice of rejection of the defense, the CONTRACTED PARTIES shall have twenty-four (24) hours to begin the regularization of their failure to comply with and shall be obliged to complete the services within the
time frame determined by the CONTRACTING PARTY on the basis of the principles of good faith and reasonableness. Should the CONTRACTED PARTIES fail to take appropriate measures and to complete the services by the set deadline, the fine
shall apply.

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17.3 Should the CONTRACTING PARTY come to be summoned, notified or charged as a result of the CONTRACTED PARTIES or their subcontractors having failed to comply with any of their tax, social security, environmental or labor
obligations, or with any obligations of any other nature pursuant to this AGREEMENT and its related addenda, the CONTRACTED PARTIES shall undertake to refund the amount corresponding to tax credit, interest payments, fines and other
applicable charges, to be settled within seven (7) days at most as from the date of written communication from the CONTRACTING PARTY to the CONTRACTED PARTIES, payment to be made by means of a deposit into the CONTRACTING
PARTYs account 762.200 -7 at Banco do Brasil, branch number 3308-1. This reimbursement shall only be owed if the CONTRACTED PARTIES are notified in writing and with due notice so that they may help the CONTRACTING PARTY in
the preparation of the defense it submits to the body issuing a given summons, notification or charge, by presenting relevant documents, attempting to clarify matters or demonstrating the discharge of a given obligation.

17.3.1. If any delay occurs in connection with the payments mentioned herein, the CONTRACTED PARTIES shall be liable as from the eighth (8th) day, for a daily fine of one half of one percent (0.5%) on the amount in arrears,
regardless of any warning, notice, or judicial or extrajudicial proceedings.

17.3.1.1. Arrears of more than twenty (20) days of the aforementioned payment, as from the date of notice established in item 17.3, shall imply, regardless of any other warning, notice, or judicial or extrajudicial proceedings, in a fine of ten per
cent (10%) on the total amount in arrears.

17.3.12. Furthermore, in cases in which delayed payment, as described herein, is in arrears by more than thirty (30) days as from the day of the notice, as determined in item 17.3, the CONTRACTED PARTIES expressly authorize the CONTRACTING
PARTY to adopt one of the following possible behaviors, at its discretion:

a) withhold any payments eventually owed to the CONTRACTING PARTY, based on this or on other agreements, even if the latter were entered into before or after this one, until the CONTRACTING PARTY have fulfilled the respective
obligation;

b) issue a bill of exchange representing the refunding obligation hereby undertaken
  by the CONTRACTED PARTIES; or, finally;

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18.1 The CONTRACTED PARTIES shall indemnify and hold the CONTRACTING PARTY and its directors, executives, agents and employees harmless from all complaints, requirements, legal proceedings, damages, costs, expenses, losses or
responsibilities resulting from or related to this AGREEMENT, to the extent that these damages are caused by acts or omissions resulting from either involuntary or voluntary guilty conduct of either of the CONTRACTED PARTIES or of their
agents, contractors, subcontracted parties, executives or employees or of any party under the responsibility of the CONTRACTED PARTIES, subject to a limit of twenty per cent (20%) of the value of this AGREEMENT, as established in item
7.6.

18.2 The CONTRACTED PARTIES shall indemnify and hold the CONTRACTING PARTY and its directors, executives, agents and employees harmless from any complaints, requirements, legal proceeding, damage, cost, expense, loss or responsibility
resulting from death or personal injury (whether of the executives, agents or employees of the CONTRACTING PARTY or of third parties) resulting from or related to this AGREEMENT, to the extent that the aforementioned injuries or death are
caused by acts or omissions resulting from either involuntary or voluntary guilty conduct of the agents, contractors, subcontracted parties, executives or employees or any other party under the responsibility of the CONTRACTED PARTIES,
provided the CONTRACTING PARTY notifies the CONTRACTED PARTIES in writing of all legal proceedings, complaints, damages or claims against the CONTRACTING PARTY.

18.3 The CONTRACTED PARTIES declare that they are the parties solely and exclusively responsible for entirely complying with the laws of environmental protection currently in force and that they are responsible, among other things, for all
damages caused to the environment and/or for the fines, penalties, infraction notices and other notices imposed or levied due to failure to comply with the governing laws.

18.4 The CONTRACTED PARTIES shall reimburse the CONTRACTING PARTY for all and any expense that the latter may incur in order to promote and/or implement preventive and/or remedial measures concerning possible damage to the environment
by the CONTRACTED PARTIES, as well as for the expenses and payments that the CONTRACTING PARTY may disburse as a result of fines, penalties, infraction notices and other notices imposed or levied by public bodies, without prejudice to
the payment of the losses and damages assessed.

18.5 The CONTRACTED PARTIES acknowledge that the execution of the services described herein may interfere adversely with the operation and functioning of the CONTRACTING PARTYs current telecommunications network. Thus, the
CONTRACTED PARTIES assure the CONTRACTING

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18.6 The CONTRACTING PARTYs responsibility for the losses and damages that it may cause the CONTRACTED PARTIES and/or its subcontracted parties shall be limited to twenty per cent (20%) of the total value of this AGREEMENT, as
defined in item 7.6.

CLAUSE 19  FORTUITOUS EVENTS AND FORCE MAJEURE

19.1 All events that take place during the course of the execution of this AGREEMENT, that are of an unforeseeable nature and that demonstrably interfered with the pace of the work shall be characterized as fortuitous events or force majeure and
shall determine exemption from responsibility, such as:

a) wars, military hostilities, acts of terrorism, police actions and others of a similar nature, other than the invasions carried out by landless militants (sem-terras), currently regarded as being foreseeable;

b)
general strikes or specific sector strikes, with a regional, national or international
scope;

c)
acts of Nature and other meteorological phenomena of a catastrophic nature, notoriously
atypical for the period or the place in question and impossible of being foreseen
  by the CONTRACTED PARTIES, despite the latters experience.

19.2 The CONTRACTED PARTIES shall notify the CONTRACTING PARTYs Project Manager, informing him(her) whenever an unforeseeable fact has taken place within, at most, seven (7) business days  as from the occurrence of the event,
attaching evidence that characterizes the unforeseeability of the event. Failure to deliver such a notice within the stipulated time limit shall serve as evidence that the event did not affect the pace of work and that it cannot be, therefore,
characterized as an unforeseeable fact for the purposes of exempting the CONTRACTED PARTIESfrom responsibility.

19.3 The CONTRACTING PARTY shall examine the documents submitted by the CONTRACTED PARTIES and it shall be entitled to request supplementary evidence should it believe that this is required in order to perfectly characterize the
event.

19.4 Should the CONTRACTING PARTY agree that the event was indeed unforeseeable, the CONTRACTED PARTIES shall be exempted from payment of any penalties to the CONTRACTING PARTY, being entitled, furthermore, to an extension of
the deadlines, under the provisions of Clause

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19.5 Should the CONTRACTING PARTY fail to agree that an unforeseeable event took place, it shall send the CONTRACTED PARTIES a substantiated experts opinion to justify and substantiate its understanding.

19.6 Should the CONTRACTED PARTIES believe that the unforeseeability of the event renders performance of the AGREEMENT overly expensive, they shall be subject to the provisions of article 478 of the New Civil Code and they shall not be
allowed to suspend activities nor to declare the AGREEMENT rescinded, other than through a court order guaranteeing them the right to do so, under penalty of being held responsible for the losses caused to the CONTRACTING PARTY, in addition
to being subject to the penalties stipulated herein.

20.1 The CONTRACTED PARTIES shall guarantee their equipment (hardware and software) as to its performance and functionality, as well as against all defects, for a period of twenty-four (24) months, as from the Initial Acceptance,
guaranteeing, furthermore, that the equipment shall be free of material and manpower defects for the aforementioned period and that it shall comply with the CONTRACTED PARTIES specifications.

20.2 The warranty period for equipment or for parts thereof when repaired or supplied as a replacement, according to this warranty, shall be equal to six (6) months or to the balance of time due up until the end of the twenty-four (24) month period
of the aforementioned warranty, whichever is greater.

20.3 If under normal and appropriate use during the applicable warranty period a defect or non-conformity is identified in any equipment supplied by the CONTRACTED PARTIES, they shall take the following measures:

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20.10 Regarding computer programs from suppliers other than the CONTRACTED PARTIES, the CONTRACTED PARTIES hereby assign to the CONTRACTING PARTY all the warranties granted to the CONTRACTED PARTIES by their suppliers.
Should the CONTRACTED PARTIES be prevented from assigning said warranties, the CONTRACTED PARTIES themselves shall guarantee the software, pursuant to the item above.

20.11 The CONTRACTED PARTIES warrant the CONTRACTING PARTY that the services covered by this AGREEMENT shall be executed in a careful and professional manner and in compliance with the specifications of the CONTRACTED PARTIES or
with any specifications mutually agreed upon for these services, using material that is free of flaws. If, after the Statement of Final Acceptance has been issued, it is shown that the Services were not executed as described above, and if the
CONTRACTING PARTY notifies the CONTRACTED PARTIES about this within the warranty period of twenty-four (24) months, the CONTRACTED PARTIES, at their discretion, shall either promptly remedy the flaws and deficiencies or
immediately refund the CONTRACTING PARTY for the amounts paid to them in connection with said Services. Considering the lump sum nature of the proposed prices, the PARTIES agree that they shall use, for refunding purposes, the amounts listed
in the LUP or, should this not apply, the average market value.

CLAUSE 21  SOFTWARE LICENSES AND INTELLECTUAL PROPERTY RIGHTS

21.1 By this present instrument, the CONTRACTING PARTY is granted a non-exclusive and irrevocable fifty (50) year license for the use of the Software and the Documentation (subject to CONTRACTING PARTYs payment of the respective
amounts), for operation and maintenance by the CONTRACTING PARTY itself or by its providers of services, of the System or Part of the System, as provided by this AGREEMENT and its Attachments. Concerning the Software and the Documentation not
supplied directly by the CONTRACTED PARTIES, the latter declare that they hold the rights required to assign and/or sublicense to the CONTRACTING PARTY all of the respective licenses required for full use of the Software and the
Documentation, as described herein.

21.2 Should the CONTRACTING PARTY come to be sued because of the use of the Software and Equipment acquired under contract, the CONTRACTING PARTY may implead the CONTRACTED PARTIES, as provided by article 70, section III of the
Code of Civil Procedure, in which case the CONTRACTED PARTIES shall be obliged to accept the impleading and shall be required to defend the CONTRACTING PARTY, exempting it from any responsibility due to such use and, furthermore,

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21.3 The CONTRACTED PARTIES shall pay the CONTRACTING PARTY any amounts and expenses to which the latter may be non-appealable sentenced by a law court due to any infraction committed by the former in connection with intellectual
rights and/or usage licenses.

21.4 If use of Software and/or Equipment by the CONTRACTING PARTY is prohibited, the CONTRACTED PARTIES shall, at their own expense, obtain the right for the CONTRACTING PARTY to continue to use said the aforementioned Software
and/or Equipment, or, alternatively, shall replace them or modify them in such as way that they cease to violate Intellectual Property Rights. If none of the alternatives above is technically or commercially viable, the CONTRACTED PARTIESshall remove the prohibited Software/Equipment and shall refund the CONTRACTING PARTY for the amounts paid to the CONTRACTED PARTIES in connection with these products. Given the lump sum nature of the prices proposed, the PARTIES
agree to use, for refunding purposes, the amounts listed in the LUP or, should this fail to apply, the average market value.

21.5 Any Upgrade shall be supplied by the CONTRACTED PARTIES to the CONTRACTING PARTYas soon as they become available, at prices and under terms to be previously agreed by the Parties. Should the Upgrades rectify or correct Software
flaws, they shall be supplied and installed immediately at no charge whatsoever to the CONTRACTING PARTY.

21.6 Notwithstanding any provisions to the contrary herein, it is hereby understood that the CONTRACTING PARTY shall not be granted any title to or ownership of the Software or Documentation and that these rights shall continue to belong to
the CONTRACTED PARTIES or their suppliers.

21.7 The CONTRACTING PARTY agrees that the Software or Documentation supplied to it hereunder or under any renewals, extensions or expansions of this AGREEMENT shall be treated as being exclusive and a business secret of the CONTRACTED
PARTIES or their suppliers, and shall be subject to the provisions of Clause 22 hereof.

21.8 In view of the above, the CONTRACTING PARTY:

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21.9 The obligations of the PARTIES as described in this Clause shall survive the rescission or expiration of this AGREEMENT, for any reasons whatsoever.

21.10 The software licensed under the terms hereof shall be delivered in an inseparable package that shall contain, additionally, other programs or resources besides the Software, which the CONTRACTING PARTY shall not be allowed to use
because they constitute additional applications. However, subject to the CONTRACTING PARTY requesting it, the CONTRACTED PARTIES shall supply a license for the use of these other software programs or resources, under the same terms and
conditions stipulated herein, other than for the price, which shall be negotiated between the PARTIES.

21.11 The CONTRACTING PARTY agrees not to transfer, directly or indirectly, any American technical data (including software) that are part of the OSS system acquired by the CONTRACTED PARTIES from Gensym Corporation, or any other
related product, without prior authorization in writing from the United States Department of Trade or another United States government agency, to the following countries: Albania, Angola, Armenia, Azerbaijan, Belarus, Bosnia-Herzegovina, Bulgaria,
Cambodia, Cuba, the Peoples Republic of China, Estonia, Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos, Latvia, Libya, Lithuania, Moldova, Mongolia, North Korea, Romania, Russia, Rwanda, Sudan, Syria, Tajikistan, Turkmenistan, Ukraine,
Uzbekistan, and Vietnam.

21.12 The Software mentioned in sub-clause 21.11 above shall be used by the CONTRACTING PARTY solely in the conduction of its business in Brazil and for peaceful, non-military purposes.

21.13 The CONTRACTING PARTY shall not export the software mentioned in sub-clause 21.10 above without formal authorization from the CONTRACTED PARTIES (other than for the purpose of repairs / upgrading / maintenance at the plant of the
manufacturer or of another manufacturer determined by it).

21.14 The CONTRACTING PARTY is aware that the Ericsson products acquired by means of this AGREEMENT are subject to export controls under the laws of the Kingdom of Sweden, to which end it agrees to sign the document called Ender User
Statement (Attachment V to this document).

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i) the intercept function can intercept the communications of third parties, which may characterize a criminal infraction if it is used in ways other than those described in the governing laws;

ii) consequently, the function may only be used in respect to the aforementioned laws; this requires a specific court order issued by an appropriate judge;

iii) the scope of the function supplied by the CONTRACTED PARTIES do not comprise any of the equipment (such as, but not only, audio recording equipment or data storage equipment concerning monitored calls) that may be part of a monitoring
center, from which the function can be put into operation; and

iv) all responsibility of the CONTRACTED PARTIES shall be limited to supplying the function; responsibility for putting it into operation shall not be ascribed to them, other that for implementation; in this case, implementation shall not
occur during the course of any monitoring operation, nor by carrying out any monitoring or making use of the function, the CONTRACTING PARTY hereby declaring that it acknowledges the legal limitations of the use of the function, which
limitations shall apply to its employees, subcontractors and other eventual representatives.

21.16 The CONTRACTING PARTY is hereby informed that sale of the Hardware and transfer of the Software and Documentation license by the CONTRACTING PARTY pursuant to sub-clause 21.1, in an export situation, may require an export /
re-export license from certain government bodies of Sweden and/or of the United States. The CONTRACTING PARTY is regarded as a GSM operator and shall become a member of the GSM Association, as applicable, in order to comply with
the international governing laws. The CONTRACTED PARTIES shall not be responsible for bearing any costs of any nature, such as penalties, fines or indemnifications, among others, that may be imposed upon the CONTRACTING PARTY in the
event of loss of the right of use or algorithm changes not caused by the CONTRACTED PARTIES. All the costs connected with joining the GSM Association and/or with obtaining licenses, authorizations and algorithms shall be born by
the CONTRACTING PARTY.

22.1 All the information connected with this AGREEMENT or acquired during its course, revealed by

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22.1.1 Confidential information shall mean, but not be limited to, all information, patented or otherwise, of a technical, operating or commercial nature, as well as know-how, inventions, processes, formulas and designs that may or may not be
patentable, business plans, accounting methods, accrued experience and techniques transmitted to the Receiving Party: (i) by any physical means (such as printed documents, manuscripts, facsimiles, electronic messages (e-mail), photographs, etc);
(ii) by any format recorded on electronic media, such as tapes, laser discs, floppy disks (or any other magnetic means); (iii) orally; and (iv) by summaries, notes and any comments, whether verbal or in writing.

22.2 All of the obligations concerning confidentially determined herein shall be valid for the duration of this AGREEMENT, and shall furthermore continue to apply for a period of five (5) years as from receipt of each piece of Confidential
Information, the Receiving Party undertaking to:

(a)
make use of said information solely for the purpose of performing this AGREEMENT;
(b)
   safeguard the confidentiality of the Confidential Information, revealing it
  only to those employees who must be made aware of it in order to perform this
  AGREEMENT;
  (c) protect the aforementioned information with the same degree of
care it employs to safeguard its own confidential information;
(d) make no copies
through any means whatsoever, other than those copies that are indispensable
for carrying out the  work, subject to prior authorization from the Revealing
Party.

22.3 The Receiving Party shall request authorization in writing from the Revealing Party to divulge Confidential Information to third parties, agents or consultants; the third party must sign a Confidentiality Agreement with the PARTIES, whose terms
shall be compatible with the scope of this Clause, other than in the case of supplying Confidential Information to the appropriate regulatory body or to the Judiciary Branch of government, for compliance with an administrative or judicial order, in
which case this shall be previously communicated by one PARTY to the other. The obligation to maintain confidentiality shall not apply to the defense, in a court of law, of the rights of the PARTIES under the scope of this AGREEMENT.

22.4 Each one of the PARTIES shall return to the other PARTY any Confidential Information, as requested, or whenever it ceases to be necessary to keep the document. The PARTIES shall undertake not to withhold any reproductions (including magnetic
reproductions) or copies thereof.

22.4.1 The supply of all or part of the Confidential Information to the other PARTY shall not transfer to the Receiving Party, under any hypothesis whatsoever, any inherent rights over the aforementioned

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22.4.2 The Receiving Party shall communicate to the Revealing Party any incidents that can or might lead to the loss or release of documents or of Confidential Information, without prejudice to its objective responsibility.

22.4.3 The Receiving Party shall destroy any documents that it produces containing Confidential Information belonging to the Revealing Party once it ceases to be necessary to keep the Confidential Information, at the sole discretion of the Receiving
Party. The latter shall also undertake not to withhold any reproductions (including magnetic reproductions), copies or duplicates of the information.

22.5 The Receiving Party is under no obligation to protect any Confidential Information that:

(a) was already held by the Receiving Party, free of restrictions, prior to its
  release by the Revealing Party;
(b)
is or that becomes public knowledge with no violation hereof by the Receiving
Party;
(c)

has been legally obtained by the Receiving Party with no restrictions to its
divulging at the timewhen it is revealed;
(d) has been demonstrably developed
by the Receiving Party prior to disclosure of the Confidential Information by
the Revealing Party;
(e) has demonstrably been released as a result of a court
order or the order of an appropriate authority, in which  case the Receiving
Party shall undertake to promptly communicate this to the Revealing Party before
the determined release occurs.

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23.1 Other than as stipulated herein or as may be otherwise agreed upon by the PARTIES, title to the Products hereby supplied shall be transferred to the CONTRACTING PARTY upon delivery by the CONTRACTED PARTIES, risk of loss being
transferred upon the Initial Acceptance, other than in the case of intellectual property belonging to the CONTRACTED PARTIES, as provided for herein.

23.2 The CONTRACTING PARTY shall promptly notify the CONTRACTED PARTIES of any complaints concerning any loss that may occur while the CONTRACTED PARTIES have title to the risk of loss and shall cooperate in all possible and
reasonable ways to facilitate the solution of any complaint.

24.1 The CONTRACTED PARTIES shall be responsible for taking out Engineering Risks Insurance covering all civil construction work, as well as the work of installation and assembling, concomitantly with ancillary coverage for Tests,
General and Cross Liabilities (including personal injury, moral and property damages) and Neighboring Properties, for sums that ensure the replacement of assets and/or indemnity for losses in the case of claims. The amounts
insured and deductible portions shall be previously approved by the CONTRACTING PARTY; a beneficiary clause in favor of the CONTRACTING PARTY shall be included in the insurance policy. The CONTRACTED PARTIESshall also be held
responsible for personal insurance of their employees.

25.1 The CONTRACTED PARTIES shall present to the CONTRACTING PARTY a performance bond covering discharge of the obligations undertaken herein. This insurance guarantee shall represent twenty per cent (20%) of the AGREEMENTs lump
sum value, as indicated in item 7.2. Said bond shall be issued by a first-tier insurance company, the CONTRACTING PARTY being named as the insured party.

25.2 This insurance guarantee shall remain in full force until the Statement of Final Acceptance is issued. Should the AGREEMENT be amended to take into account modifications implying in changes in the final price and deadlines, this insurance shall
be adjusted to take said changes into account.

25.3 The CONTRACTED PARTIES shall also require from its sub-contractors performance bonds covering the obligations undertaken, notably in regard to major services or highly complex ones.

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26.1 Upon the occasion of the performance of each event listed in the Implementation Schedule included in the PROPOSAL (Attachment II), should the CONTRACTED PARTIES have more up-to-date equipment than those described in the PROPOSAL, the
CONTRACTED PARTIES shall inform the CONTRACTING PARTY of this availability so that the latter may decide on the implementation, or not, of the more up-to-date equipment.

26.1.1 Should the CONTRACTING PARTY decide to use the more up-to-date equipment, the PARTIES shall negotiate, in good faith, the potential price differences between the two types of equipment, as well as eventual adjustments to the time
schedule, as necessary.

26.2 Should the CONTRACTED PARTIES modify, upgrade or discontinue the production of any equipment, software or spare parts connected with the process of supply covered by this AGREEMENT, they shall notify the CONTRACTING PARTY of this
fact in writing at least one hundred and eighty (180) days in advance, undertaking to maintain the pricing shown in the List of Unit Prices (LUP) (Attachment IV), so as not to generate damages of any kind to the CONTRACTING PARTY.
The CONTRACTED PARTIES, furthermore, shall be responsible for any direct costs resulting from the aforementioned modifications.

26.2.1 The PARTIES hereby agree and acknowledge that any modification, upgrading or discontinuation of production of any equipment, software or spare parts covered by this AGREEMENT shall only occur as from the end of the warranty period, as
described in Clause 20, in accordance with the deadlines and procedures established in item 26.2 above.

26.3 Should the production of any equipment, software or spare parts be discontinued, as described in item 26.2 above, the CONTRACTED PARTIES shall notify the CONTRACTING PARTY in writing, offering the latter an alternative of
equivalent equipment at equal or lower pricing than previously charged.

26.4 The substitution of equipment, software or spare parts under the terms hereof shall be governed by the following conditions:

(a) It shall affect neither the interchangeability, whether physical or functional,
  nor the performance specifications of the equipment, software or spare parts,
  other than if this is authorized by the CONTRACTING PARTY in writing;

(b) Any equipment, software or spare part modification or substitution shall be functionally equivalent

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(c) Under no hypothesis shall it reduce or diminish the warranty obligations or useful lifetime undertaken by the CONTRACTED PARTIES, pursuant to this AGREEMENT;

(d) Should it be impossible to substitute the equipment, software or part to be discontinued, the CONTRACTING PARTY shall have one hundred and eighty (180) days, as of the notice described in item 26.2 above, to acquire the requisite quantity
of the aforementioned equipment;

(e) The CONTRACTED PARTIES shall undertake to provide technical services, including repairing the equipment, until the end of its period of functionality.

26.5 For five (5) years as from the warranty expiration date, the CONTRACTED PARTIES shall make available to the CONTRACTING PARTY spare parts and equipment manufactured in accordance with the standards of the CONTRACTED PARTIES
and software developed by the CONTRACTED PARTIES that are compatible and functionally equivalent, enabling the expansion of the network in accordance with the technical specifications described in the CONSOLIDATED RFP (Attachment I). If the
CONTRACTED PARTIES suspend the supply of equipment, spare parts or compatible software and the aforementioned elements are not available at any other supplier named by the CONTRACTED PARTIES, with the same price policy during the
aforementioned period, the CONTRACTED PARTIES shall offer the CONTRACTING PARTY a commercially reasonable project for the latter to migrate to the new equipment, which must offer functionalities similar to those of the discontinued
kind.

26.6 Should any equipment or service be delivered at the wrong place, the CONTRACTED PARTIESshall be responsible for any added expenses incurred for delivery of said elements to the right place and for the transportation risk. The
CONTRACTED PARTIES shall also be responsible for any surplus items delivered.

CLAUSE 27  PLANS, PROJECTS AND TECHNICAL SPECIFICATIONS

27.1 Confidential Information excepted, all the documents that include plans, drawings, projects and specifications supplied by the CONTRACTED PARTIES to the CONTRACTING PARTY in connection with the process of supply described herein
shall belong to the CONTRACTING PARTY, other than for the CONTRACTED PARTIES rights to intellectual property. Additionally, the CONTRACTING PARTY shall be fully entitled to use the documents supplied by the CONTRACTED
PARTIES and that constitute Confidential Information, during the course of the operation and normal maintenance of the Products.

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CLAUSE 28  DECLARATIONS OF THE PARTIES

28.1 The PARTIES hereby confirm that this AGREEMENT was negotiated and entered into in accordance with the principles of integrity and good faith, with which the PARTIES shall also comply with and executing their obligations under the terms
hereof.

28.2 For the purposes of the Civil Code (including Article 157 thereof), the PARTIES hereby confirm and acknowledge expressly that (i) they have expertise and experience in the performance of the activities described herein; (ii) the obligations of
the PARTIES pursuant to the AGREEMENT are proportional and concordant; (iii) no fact or obligation hereof may be regarded as a violation or infraction of the laws that govern this AGREEMENT, nor of its subject-matter and nature; (iv) they were
advised by professionals capable of identifying and understanding the applicable legal rules and are aware of all the circumstances pertaining to this AGREEMENT, as a well as of the rules that govern it; and (v) they had access to all the documents,
plans, spreadsheets, information and conditions required for drawing up and/or examining the PROPOSAL (Attachment I) of the Basic Project and of the Executive Project.

28.3 This AGREEMENT and its Attachments constitute the full understanding between the PARTIES as to the subject-matter hereof and shall prevail over all previous discussions, agreements and statements. Any information, assumption, advantage or
condition that may have been granted by the CONTRACTING PARTY prior to the remittance of the CONSOLIDATED RFP and that is not expressly stated herein and/or in the Attachments hereof, shall not be taken into account by the CONTRACTED
PARTIES, being neither good nor valid.

28.4 Neither this AGREEMENT nor any part thereof shall undergo any modifications, alterations or other amendments other than by means of a document in writing signed by a representative of each PARTY.

29.1 Any CONTRACTED PARTIES or CONTRACTING PARTY failure or delay to exercise any right, power or privilege, or to strictly execute any term or condition hereof on one or more occasions shall

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CLAUSE 30  ASSIGNMENT AND SUBCONTRACTING

30.1 The CONTRACTED PARTIES shall neither assign nor transfer, entirely
or in part, even if as a result of a corporate restructuring, merger, spin-off
or incorporation, the rights and obligations described herein, including credits,
unless  previously and expressly authorized to do so by the CONTRACTING PARTY.

30.2 The CONTRACTED PARTIES shall also be prohibited from assigning or
transferring, for any reason, the total or a substantial part of their assets,
other than if previously authorized to do so by the CONTRACTING PARTY.

30.3 The CONTRACTING PARTY is hereby authorized to assign or transfer, entirely or in part, to companies of the same group or as a result of a corporate restructuring, merger, spin-off or incorporation, the rights and obligations generated by
and/or resulting from this AGREEMENT, including its credits, simply by means of a written notice to the CONTRACTED PARTIES.

30.4 For the purposes of this Clause, the expression AGREEMENT includes this instrument, its attachments and any purchase orders generated in order to fulfill the requirements hereof.

30.5 The CONTRACTED PARTIES may hire subcontractors for any services hereof, subject to prior and express authorization of the CONTRACTING PARTY, its being prohibited for the CONTRACTED PARTIES to allege disclaimer with regard
to the subcontracted portion.

30.6 The responsibilities of the CONTRACTED PARTIES for services executed by the subcontractors hired by them is total and comprise, among others, liability for general and occupational accidents, as well as the charges and obligations
pertaining to labor, social security and taxation.

30.7 No clause of the agreements between the CONTRACTED PARTIES and their
subcontractors shall constitute a contractual bond between the CONTRACTING
PARTY and the CONTRACTED PARTIES, or between the CONTRACTING PARTY and
 the subcontractors of the CONTRACTED PARTIES, nor shall they exempt the CONTRACTED
 PARTIES from any obligations owed the CONTRACTING PARTY hereunder.

30.8 The CONTRACTING PARTY s contacts, communications and understandings concerning the subject-matter of this AGREEMENT shall always be taken into account between the CONTRACTING

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30.9 Under no circumstances whatsoever shall the CONTRACTING PARTY become responsible for any obligations of the subcontractors of the CONTRACTED PARTIES.

31.1 The required notices from one PARTY hereof to the another shall be considered to have been duly delivered if made in writing and delivered into the hands of the Project Manager appointed by the PARTIES or, in the absence of this person, to
his(her) substitute.

31.2 The Project Managers of the PARTIES shall be found at the following addresses and telephone numbers:

PROJECT MANAGER OF THE CONTRACTING PARTY: 
Mr. José Maria Tavares Lanna
Full address: Rua Levindo Lopes, 258  9 andar
Funcionários  Belo Horizonte, State of Minas Gerais  CEP 30170-140
Phone number: (31) 9933-3032 
Mobile phone number: (31) 9954-0038 
Fax number:
(31) 3259-3097 
E-mail: jose.lanna@telemigcelular.com.br

PROJECT MANAGER OF THE CONTRACTED PARTIES: 
Mr. Milton Gonçalves Junior 
Full address: Av. Maria Prestes Maia 300  3o. andar
- CEP: 02047-301 
Phone number: (011) 6224-2125 
Mobile phone number: (11) 8122-8521

Fax: (11) 6224-1833 
E-mail: milton.Gonçalves@ericsson.com

31.3 Any of the PARTIES may change the address to which notices are to be sent, by informing the other PARTIES in writing of said address change.

31.4 Provisions designed to impose tacit acceptance of conditions in the case of the opposite PARTY remaining silent shall not be accepted. Similarly, no deadlines unilaterally determined by one party shall be accepted, especially concerning
requests for technical clarifications. In this case, the Project Managers of the PARTIES shall be required to meet and to determine, jointly, a reasonable deadline

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32.1 This AGREEMENT may be rescinded by the CONTRACTING PARTY, under the following hypotheses:

(a) If the CONTRACTED PARTIES are late in performing the events described in the Implementation Schedule included in the PROPOSAL (Attachment II), after reaching the limit of the twenty per cent (20%) penalty of the total value of the
AGREEMENT, pursuant to Clause 17;

(b) If the CONTRACTED PARTIES fail to comply with any of the clauses or conditions hereof, subject to the procedures determined in item 17.1(ii), thereby characterizing nonfeasance;

(c) If either of the CONTRACTED PARTIES files for receivership or bankruptcy, has its bankruptcy declared, is judicially declared to be insolvent, or corporate changes, including, but not limited to, modifications of its corporate purpose or
corporate structure, thus hindering total and complete performance of this AGREEMENT; and

(d) If any lawsuits are filed by the CONTRACTED PARTIES, their holding companies, subsidiaries or sister companies against the CONTRACTING PARTY that render it impossible for the PARTIES to maintain a commercial relationship;

32.1.1. If the hypotheses described in item 32.1 come true, and for the purpose of rescinding this AGREEMENT, the CONTRACTING PARTY shall notify the CONTRACTED PARTIES, indicating the reasons that have led to said rescission.

32.2 Should this AGREEMENT be rescinded, as a result of any of the above hypotheses coming true, the CONTRACTED PARTIES shall not be entitled to any indemnification. Only payment for equipment delivered and services rendered up to the date of
communication of rescission, provided they have been accepted, shall be owed to the CONTRACTED PARTIES. The CONTRACTING PARTY, however, shall be entitled to withhold the amounts owed to the CONTRACTED PARTIES for settlement of
the contractual fine determined in Clause 17, or as indemnification for the assessed losses and damages.

32.3 This AGREEMENT may be rescinded by the CONTRACTED PARTIES under the following hypotheses:

(a) If the CONTRACTING PARTY files for receivership or bankruptcy or if it is declared bankrupt; and

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32.4 In any case of rescission or termination of this AGREEMENT, the amounts corresponding to the equipment delivered and to the services rendered up until the actual date of rescission hereof, provided they have been accepted, shall be paid by the
CONTRACTING PARTY under the terms agreed upon, subject to the provisions of item 32.2 above.

CLAUSE 33  ADDENDUM TO THE CORE SUPPLY AGREEMENT

33.1 By this AGREEMENT and lawfully, Clauses 10.2(a) and 14.5.1 of the CORE Supply Agreement are amended and shall hereby read as follows, it being agreed that, for the purposes of the changes hereinbelow, this AGREEMENT shall be called Access
Supply Agreement:

"10.2 The deadlines stipulated in this clause may only be extended by means of an Agreement Addendum and in the following cases:

a) temporary suspension of the services, by order, in writing, of the CONTRACTING PARTY, for reasons not imputable to the CONTRACTED PARTIES, pursuant to Clause 13, subject to the provisions of Clause 14. In this case, the
CONTRACTING PARTY shall indemnify the CONTRACTED PARTIES for the direct costs incurred by the latter as a result of and for the period during which the suspension remains in force. The CONTRACTING PARTY shall not be responsible
for payment to the CONTRACTED PARTIES of lost profits resulting from the suspension.

"14.5.1 The CONTRACTED PARTIES are fully aware that rendering of the assisted
operation services shall only become possible after the start-up of the commercial
operations of the Telecommunications Network, which, in turn, depends on prompt
 and faithful performance of the obligations undertaken by the CONTRACTED
 PARTIES in the Access Supply Agreement, it being hereby agreed that, should
 the activities of the CONTRACTED PARTIES in connection with the assisted
 operation, as  described herein, have to be suspended by virtue of nonfeasance
 or delay of the CONTRACTED PARTIES in the performance of their obligations,
 as stipulated in the Access Supply Agreement, all costs, whether direct or indirect,
 incurred by the
CONTRACTED PARTIES by virtue of the aforementioned suspension shall be
born solely by the latter, at no expense to the CONTRACTING PARTY.

33.2. By this AGREEMENT and lawfully, Clauses 14.5.2, 14.5.3 and 16.2 of the CORE Supply

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33.3 All the other provisions of the CORE Supply Agreement are hereby ratified in so far as they do not go against the provisions of this Clause 33.

CLAUSE 34  COURT AND GOVERNING LAW

34.1 The PARTIES elect the court of the city of Belo Horizonte, State of Minas Gerais, over all others, no matter how privileged they may be, to settle all issues resulting from the performance hereof.

34.2 The validity, interpretation, rights and obligations of the PARTIES, pursuant to this AGREEMENT, shall be government by the laws of the Federative Republic of Brazil.

IN WITNESS WHEREOF, THE PARTIES ENTER INTO THIS AGREEMENT, SIGNED IN TWO (2) COPIES IN THE PRESENCE OF TWO (2) UNDERSIGNED WITNESSES.

Belo Horizonte, July 16, 2004

[illegible signature]  
TELEMIG CELULAR S.A.

[illegible signature]ERICSSON TELECOMUNICAÇÕES S.A.

[illegible signature] 
ERICSSON SERVIÇOS DE TELECOMUNICAÇÕES LTDA.
WITNESSES:

|                         |  |                                
|------------------------ |  | -------------------------------
|[illegible signature]    |  | [illegible signature]          
|NAME: ALVARO C. PEÇANHA  |  | NAME: RICARDO TOSHIRO YOSHINAGA
|CPF NUMBER: 506376816-49 |  | CPF NUMBER: 076842188-83       

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INSTRUMENT OF ADDENDUM TO THE AGREEMENT FOR SUPPLY AND RENDERING OF SERVICES FOR THE GSM NETWORK ACCESS

TELEMIG CELULAR S.A., federal tax roll number CNPJ/MF 02.320.739/0001 -06, headquartered at Rua Levindo Lopes, 258, 8o andar, Funcionários, Belo Horizonte, MG, Brazil, represented herein by the undersigned proxies, hereinafter referred
to simply as CONTRACTING PARTY;

ERICSSON TELECOMUNICAÇÕES S.A, federal tax roll number CNPJ/MF 33.067.745/0001 -27, headquartered at Rua Maria Prestes Maia, 300, parte, Vila Guilherme, São Paulo, SP, Brazil, represented herein by its undersigned legal
representatives, hereinafter referred to simply as ERICSSON; and (d) ERICSSON SERVIÇOS DE TELECOMUNICAÇÕES LTDA., federal tax roll number CNPJ/MF 03.619.317/0001 -07, headquartered at Rua Maria Prestes Maia, 300, parte, Vila Guilherme, São Paulo, SP, Brazil, represented herein by
its undersigned legal representatives, hereinafter referred to simply as ERICSSON SERVIÇOS, and jointly with ERICSSON, hereinafter referred to simply as CONTRACTED PARTIES ;

- the PARTIES entered into on July 1, 2004, jointly with Amazônia Celular S.A., company belonging to the same economic group which the CONTRACTING PARTYbelongs to, an Agreement, on a turn-key lump sum basis, for the supply and
implementation, by the CONTRACTED PARTIES, of all new equipment, computer programs, new services and material which compose the GSM Network CORE
(Core Agreement);
- the PARTIES entered into on July 16, 2004, an Agreement, on a turn-key lump sum basis, for the supply and implementation, by the CONTRACTED PARTIES, of all new equipment, computer programs, new services and material which compose the GSM
Network ACCESS (Access Agreement);
- the PARTIES entered into on February 24, 2005 an Instrument of transaction, acquittance and other covenants (Term of Transaction), in which the PARTIES agreed upon amendments in the clauses originally agreed in the Core Agreement and in
the Access Agreement, which should be formalized by means of the execution of an Instrument of Contractual Addendum.

DECIDE to enter into this Instrument of Addendum to the Agreement for Supply and Rendering of Services (AGREEMENT), which shall be ruled by the following clauses and conditions:

CLAUSE 1 - AMENDMENTS
1.1 - The PARTIES decide to amend the Implementation Schedule (doc. attached), which, once initiated, shall

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rule the supply and implementation of the ACCESS, subject- matter of the AGREEMENT.

1.2 - The PARTIES agree to amend the provisions in the clause 14 of the AGREEMENT, so that the CONTRACTING PARTY may issue the Statements of Physical Acceptance per Site (TAS), pursuant to the provisions of the CONSOLIDATED RFP, with the exclusion
of the item 10.2.1.1, which shall be observed for the issuance of the Statement of Initial Acceptance (TAI).

1.2.1 - The solution of all the pending matters, as provided for by the CONSOLIDATED RFP (Attachment I), is an essential condition for the issuance of the Statement of Partial Acceptance (TAP) and, consequently, the payment of the event 3 provided
for by the item 8.1 of the AGREEMENT.

1.3 - Due to the Statement of Transaction entered into, the PARTIES decide to amend the items 18.1, 18.5 and 18.6, which shall have the following wording:

18.1 TheCONTRACTED PARTIESshall indemnify and hold theCONTRACTING PARTYand its directors, executives, agents and employees harmless from any complaint, requirement, legal proceeding, damage,
cost, expense, loss or responsibility resulting from or related to this AGREEMENT, to the extent that these damages are caused by acts or omissions resulting from either involuntary or voluntary guilty conduct of either of theCONTRACTED
PARTIESor of their agents, contractors, subcontractors, executives or employees or of any party under the responsibility of theCONTRACTED PARTIES, subject to a limit of ten per cent (10%) of the value of this
AGREEMENT, as established in item 7.6.

18.5 TheCONTRACTED PARTIESacknowledge that the execution of the services described herein may interfere adversely with the operation and functioning of theCONTRACTING PARTYs current
telecommunications network. Thus, theCONTRACTED PARTIESensure theCONTRACTING PARTYthat no interference shall occur in the telecommunications services rendered by theCONTRACTING
PARTYto third parties; theCONTRACTED PARTIESshall be responsible for all damages that theCONTRACTING PARTYmay incur in, as a result of possible interruptions or losses in the rendering of
services, subject to the limit of ten per cent (10%) of the value of this AGREEMENT, as defined in item 7.6.

18.6 TheCONTRACTING PARTYs responsibility for the losses and damages that it may cause theCONTRACTED PARTIESand/or its subcontractors shall be limited to ten per cent (10%) of the total value of
this AGREEMENT, as defined in item 7.6. 

2.1 - The clauses and conditions provided for by the Agreement entered into on July 16, 2004, which do not conflict with the provisions herein, remain in force, inclusively the clause of solution of disputes, which do not conflict with the
provisions herein.

In witness whereof, the Parties sign this present instrument in two (2) counterparts of equal tenor and form, in the presence of two (2) witnesses present throughout.

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##### 

Belo Horizonte, March 9, 2005.

|                              |  |                               |  |  |  | 
|----------------------------- |  | ----------------------------- |  |  |  | 
|[illegible signature]         |  | [illegible signature]        
|TELEMIG CELULAR S/A           |  | TELEMIG CELULAR S/A          
|                             
|[illegible signature]         |  | [illegible signature]        
|ERICSSON TELECOMUNICAÇÕES S/A |  | ERICSSON TELECOMUNICAÇÕES S/A
|                             
|[illegible signature]         |  | [illegible signature]        
|ERICSSON SERVIÇOS DE          |  | ERICSSON SERVIÇOS DE         
|TELECOMUNICAÇÕES S/A          |  | TELECOMUNICAÇÕES S/A         

WITNESSES:

[illegible signature]

[illegible signature]

Attachment - Implementation ScheduleNeeded Sites - TC

|       |  |                
|------ |  | ---------------
|PERIOD |  | Radiating Sites
|       |  |                
|Jan/05 |  | 9              
|Feb/05 |  | 48             
|Mar/05 |  | 71             
|Apr/05 |  | 14             
|May/05 |  | 11             
|Jun/05 |  | 36             
|       |  |                
|      
|TOTAL  |  | 189            
|       |  |                

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##### 

|                             |  |                     |  |  |  |  |  |  |  | 
|---------------------------- |  | ------------------- |  |  |  |  |  |  |  | 
|TAI issue                    |  | Jul 31 05          
|Period of Assisted Operation |  | Aug 01 to Oct 30 05
|                             |  |                    
|                            
|TAP issue                    |  | Oct 31 05          
|Optimization Period          |  | Nov 01 to Apr 30 06
|                             |  |                    
|                            
|TAF issue                    |  | May 01 06          
|                             |  |                    

The fine for delay in the compliance with this schedule shall be calculated as described in the item 17.1 of the Access agreement, considering the following events and based on the following amounts: 
a) TAS - 100% of the site amount 
b) TAI - 100% of
the agreement amount 
c) TAP - 20% of the agreement amount 
d) TAF - 10% of the agreement amount

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