Exhibit 2.10

COMMITMENT LETTER

São Paulo,                      ,
2004

To:  NET SERVIÇOS DE
COMUNICAÇÃO S.A.Rua Verbo Divino, 1.356Chácara Santo AntonioSão Paulo, Brazil

Attn:    Mr. Francisco
Valim

Dear Sirs:

1.   -   This letter
 confirms our  commitment  to exchange  all of the credits  that we hold  against you or
any of your  subsidiaries (collectively,  but excluding those subsidiaries referred to in
the Term Sheet (as defined below) as Unrestricted  Subsidiaries,  youor the Net  Group),
 and the  commitment  of each  member  of the Net Group to effect  such  exchange,  in
each case on the terms and subject to the  conditions set forth in this letter and in the
Term Sheet attached  hereto as Schedule 1 (Term  Sheet).  Such credits are  reflected
 in the  instruments  listed in Schedule 2 hereto and  represent  each and every credit
in respect of  indebtedness  for borrowed money held by us against the Net Group.  This
letter and each  substantially  identical  letter dated the date hereof (whether in the
English or  Portuguese  language)  between you and other of your  creditors  are referred
to  collectively  as this  Commitment Letter; we and all such other  creditors  are
referred to  collectively  as the  Creditors;  and the Creditors and the Net Group are
referred to  collectively as the Parties.  Terms defined in the Term Sheet and not
otherwise  defined herein are used herein with the same meaning as set forth in the Term
Sheet.

2.   -   Subject to
the conditions set forth in this Commitment  Letter and the Term Sheet,  each Party
severally commits to consummate the financial  restructuring  described herein and in the
Term Sheet, including without limitation to enter into definitive Transaction Documents
 (the date on which the  Transaction  Documents  are entered into being  referred to
herein as the Signing  Date).  In that connection,  you agree to perfect the security
 interests in the collateral  security  described in the Term Sheet, we agree to convert
our existing debt claims into new debt and equity on the terms set forth herein, in the
Term Sheet and the Transaction  Documents,  and the Net Group agrees to undertake  any
and all other  actions  under its control  that may be necessary or  appropriate  for the
actual implementation of the transactions contemplated by the Term Sheet.

3.   -   The Parties
agree that the commitment set forth above is subject to:

(i)      the satisfaction of
the Conditions Precedent referred to in Section X of the Term Sheet;

(ii)     the
 negotiation,  execution and delivery of the  Transaction  Documents,  which must be
satisfactory in form and substance to each of the Parties;

(iii)    the election
by creditors holding at least 10% of the outstanding  indebtedness of the Net Group to
take Option C set forth in the Term Sheet;

(iv)     the absence
of any disruption or change in Brazilian financial,  political or economic conditions, or
in the currency exchange rate or exchange  controls  applicable to the Dollar or the
Real, or in the loan  syndication,  banking and/or  capital  markets of the United States
or Brazil,  in each case since the date hereof,  that could  reasonably be expected to
materially  impair the  Creditorsparticipation in the transactions contemplated herein
and in the Term Sheet;

(v)      the absence
of any change,  event or  development  since  December 31,  2003 that could  reasonably
be expected to result in a material  adverse change in the business,  operations,
 performance,  properties,  liabilities,  prospects or economic and/or financial
condition of the Net Group or its ability to perform any of the actions and/or
transactions contemplated by the Term Sheet;

(vi)     the
 satisfaction  of each  Creditor with any remaining  due  diligence  items,  as set forth
in the Term Sheet,  and with any disclosure  contained in any offering documents prepared
by the Net Group in connection with the transactions  contemplated by the Term Sheet that
is inconsistent with any prior disclosure made by the Net Group to the Creditors;

(vii)    the
satisfaction of each Creditor with the final form of the Transaction Documents;

(viii)   the
 satisfaction  of each Creditor with the tax effects of the Plan in respect of
 maintenance  for the original terms of the tax benefits associated with the Multicanal
Notes and the Net Sul Notes;

(ix)     the receipt
by the Parties of all  necessary  consents  and  approvals  from  applicable
 governmental  authorities  for their execution, delivery and performance of the actions
and transactions set forth in the Term Sheet, as the case may be; and

(x)      the
 satisfaction  of each  Creditor and the Net Group with the  individual  outstanding
 amount due by the Net Group under the respective  Commercial Loan, Debentures and/or
Notes held by such Creditor,  computed at the respective  contractual interest rates, in
accordance with the terms of the respective instruments,  but excluding any default interest,
 commissions or penalties, as provided in the Term Sheet,  which  calculations will be
reviewed and confirmed by  PricewaterhouseCoopers  and KPMG Corporate Finance, as
financial  advisors to the Creditors;  provided that this condition  shall be satisfied
prior to the final election date referred to in paragraph 4 below.

4.   -   With  respect
to the  options  offered to each  Creditor  under the Plan,  as further  described  in
the Term  Sheet,  we have indicated on the signature page hereof which option we
presently  expect to elect, it being  understood and agreed that such indication is for
 informational  purposes only and is not binding on any Party. We agree that we will make
a final,  binding  election as to such options no later than 15 days after the date on
which the Company and  Creditors  party to this  Commitment  Letter  holding at least a
majority  of the  outstanding  principal  amount  of the  debt of the  members  of the
Net  Group  held by all  Creditors  party to the Commitment Letter agree that the
Transaction  Documents have been  substantially  finalized and subject,  in the event
that the Company enters into the New Facility, to the offer to be made by the Net Group
to repurchase its outstanding  financial  indebtedness using the New Facility, as
described in Section II(a) of the Term Sheet.

5.   -
  Notwithstanding  anything in the Term Sheet to the  contrary,  we  acknowledge  that
the Company may prior to the Signing Date substitute cash for all or a portion of the
equity component  (including the Subordinated  Convertible Debt) of the Plan (provided
that the number of Common  Shares to be issued to the  Creditors,  other than  Globopar,
 will not be reduced below 14.0% unless such equity component is replaced with cash in
its entirety)  and, if the entire equity  component is so replaced in its entirety,  the
Company may also  replace all or a portion of the Senior  Secured  Debt  component  of
the Plan with cash.  All cash  payable to the  Creditors  in substitution for the equity
component  (including the  Subordinated  Convertible  Debt) or the Senior Secured Debt
shall be paid to the Creditors on the Closing Date. Any such cash will be raised
 exclusively  through a public or private offering of equity,  and will not be funded by
new  indebtedness.  For the avoidance of doubt,  if the equity  component of the Plan
were to be replaced in its entirety, the Creditors  would  receive,  in respect of each
R$1.00 of  indebtedness  owed to them on the Closing  Date,  R$0.40 or more of their
recovery in cash and R$0.60 or less of their recovery in Senior Secured Debt.

6.   -   Globopar
hereby agrees that,  except in the  circumstances  where the equity component of the Plan
has been entirely  replaced with cash as  contemplated  by the preceding  paragraph 5,
(a) it will comply with the covenant  referred to in the second  sentence of Section
 II(e) of the Term Sheet and (b) on or prior to the  Closing  Date  (subject to the
 consummation  of the Plan on such date) it will enter into an amended and restated
 Shareholders  Agreement  having the terms  described  in Section  VII(a) and Schedule 5
of the Term Sheet.  Globopar  also  represents  to the  Creditors  that it has the
 requisite  power and authority to execute and deliver this Commitment  Letter and that
the  undersigned  representatives  of  Globopar  are duly  authorized  and  empowered  to
do so.  Except as provided in this paragraph 6, the execution of this Commitment Letter
will impose no other obligation on Globopar.

7.   -   In
 furtherance  of the  commitment  set forth in paragraph 1 of this  Commitment  Letter,
 we undertake  in relation to each member of the Net Group and all outstanding  credits
or claims held by us with respect thereto  not to do any of the following  before the
 termination  of this  Commitment  Letter:  (i) commence any  administration,
 receivership  or  insolvency  action or  proceeding, judicial or otherwise,  under any
 jurisdiction,  including but not limited to any ação de  execução,  ação  ordinária
de cobrança,ação monitória,  procedimentos  cautelares,  requerimento de falência and
protesto de títulos;  (ii) take any action to enforce the payment of monies under any
such debt;  (iii) exercise any right of set-off or  counter-claim  actions,  judicial or
otherwise,  in connection  with any such debt; or (iv) take any action to perfect or
enforce or make demand under any  guarantee or security  interest (including  but not
limited to any fiança or aval or similar  guarantees)  given by any  third-party  in
 connection  with any such debt,  provided  that this  covenant  will  terminate in the
event that  creditors  (other than any Creditor  party to this  Commitment Letter)
 holding  debt claims  against the Net Group in an  aggregate  amount  equal to or
greater  than R$11  million  take any of the foregoing actions after the date hereof.

8.   -   We
 acknowledge  and agree that the execution of this  Commitment  Letter shall entail the
automatic and immediate  waiver and termination  of all and any action or  proceeding,
 judicial or otherwise,  that may have been initiated by us against the Net Group in
connection with any existing and/or  outstanding  debt subject to the Plan,  including
but not limited to any ação de execução, ação ordinária de cobrança, ação monitória, procedimentos
cautelares, requerimento de falência or protesto de títulos.

9.   -   For the
purpose of facilitating  the  implementation  of the Plan, we irrevocably  agree not to
transfer any credits or claims against the Net Group held by us that is described in
Schedule 2 hereto,  until the termination of this  Commitment  Letter as provided herein.
 Notwithstanding  the  foregoing,  you agree that we may  transfer  the  ownership  of
such debt to a third party if such third party, prior to the transfer of such debt, is or
becomes a party to this Commitment Letter.

10.  -   The
 obligations  of the Parties under this  Commitment  Letter are  independent  of their
 respective  obligations  under the Commercial  Loans,  the  Debentures  and the  Notes
 and  nothing  in this  Commitment  Letter  shall  be  construed  as an  amendment,
modification, waiver or novation (novação) of any of those instruments or of any default
existing thereunder.

11.  -   This
 Commitment  Letter is intended to be solely for the  benefit of the Parties and is not
 intended to confer any  benefits upon, or create any rights in favor of, any other
person.  This Commitment  Letter may be executed in any number of counterparts,  each of
which shall be an original,  and all of which, when taken together,  shall constitute one
agreement.  This Commitment Letter and the exhibits and  schedules  hereto,  including
 the attached  Term Sheet,  are the only  agreements  that have been entered into among
the Parties  with  respect to the  transactions  referred to in the Term Sheet and set
forth the entire  understanding  of the Parties with respect to those terms set forth in
this  Commitment  Letter and in the Term Sheet.  This  Commitment  Letter and the Term
Sheet do not fully set forth the terms of the transactions  contemplated  hereby.  Any
matters not expressly  addressed in this Commitment Letter or the Term Sheet shall be
subject to the agreement of the Parties.

12.  -   This
 Commitment  Letter  shall come into  effect  once it has been signed by or on behalf of
the members of the Net Group and Creditors  representing at least 60% of the aggregate
 outstanding  indebtedness of the Net Group (as determined  pursuant to paragraph 13
hereof).  Once effective,  this Commitment Letter will be and remain  enforceable until
the earlier of (i) September 30, 2004, which date will be  automatically  extended to
November 30, 2004,  unless  otherwise  decided by  Creditors  party hereto  holding at
least a majority of the outstanding  principal amount of the debt of the members of the
Net Group held by all Creditors party hereto,  and (ii) the date of the execution of the
 Transaction  Documents;  provided that this  Commitment  Letter will terminate on the
earliest of (a) the date on which any Net Group company files a petition for debt
 rehabilitation  (concordata) or similar proceeding or declaration of bankruptcy,  or any
similar proceeding seeking  liquidation,  reorganization,  concordata or other relief
with respect to itself or its debts under any domestic or foreign  bankruptcy,
 insolvency or other  similar law; (b) the date on which any case or other  proceeding is
commenced against any Net Group company seeking bankruptcy,  liquidation,
 reorganization, or other relief with respect to it or its debt under any domestic or
foreign  bankruptcy,  insolvency or similar law, now or hereinafter in effect or seeking
the  appointment of a trustee,  receiver,  liquidator,  custodian  or other  similar
 official  of it or any  substantial  part of its  property,  and such involuntary case
or other  proceeding shall remain  undismissed and unstayed for a period of 60 days; and
(c) the date on which any one or more  creditors  obtains a judgment in any court
 against any one or more members of the Net Group and has actually  collected  from such
 company in  respect of its credit an amount in excess of  R$1,000,000,  whether  in one
or  various  collections,  and  provided, further, that the provisions of paragraphs 14,
16 and 18 will survive any termination of this Commitment Letter.

13.  -   For purposes
of determining  the  satisfaction  of any condition  herein that is based upon the
agreement of, or the taking of any action by the holders of, a percentage of the
outstanding  indebtedness  of the Net Group,  such percentage will be determined with
reference to the credit facilities and the amounts  outstanding  thereunder as of March
31, 2004 as set forth in Schedule 2 to the Term Sheet,  with U.S.  dollar  amounts  being
 converted  to reais at an  exchange  rate of  1:2.907,  provided  that once the  Company
has calculated the Credit Amount of each Creditor as of June 30, 2004 (to the
 satisfaction  of each such Creditor as  contemplated by item (x) of paragraph 3), such
Credit Amounts will be used for purposes of any subsequent such determination.

14.  -   The  Parties
 agree that  neither  this  Commitment  Letter nor the Term Sheet nor any of their  terms
or  substance  shall be disclosed,  directly or indirectly,  to any person except: (a) to
the other Parties and the Parties  directors,  officers,  employees, agents,  and
 advisors  who are  directly  involved  in the  consideration  of this matter and who
have been  directed to maintain  the confidentiality  of such terms and substance,  (b)
as may be compelled in a judicial or  administrative or other legal proceeding or as
otherwise  required by law (in which case each of the Parties agrees to inform the other
 promptly),  (c) to other creditors of the Net Group  who  have  signed  confidentiality
  agreements,  and  (d)  with  the  prior  written  consent  of  the  other  Parties
 hereto. Notwithstanding  the  foregoing,  the Parties  expressly  agree and  acknowledge
 that the Net Group may make such  public  disclosures regarding this  Commitment
 Letter,  the Term Sheet and the matters set forth herein and therein as may be required
by any Brazilian or United  States law or the rules of any  securities  exchange on which
any  securities  of the Net Group are listed or traded,  and that once the Net Group has
publicly  disclosed the  Commitment  Letter and the Term Sheet in compliance  with such
law or rules,  the other Parties may provide to third parties without restriction the
same information that has been publicly disclosed by the Net Group.

15.  -   The
 confidentiality  provisions  contained  herein  (a) are in  addition  to and  shall  not
 supersede  any  and  all  prior confidentiality  agreements  between the Parties
 relating to the subject hereof,  (b) shall  remain in full force and effect until the
execution of the Transaction Documents, or in case of termination hereof, one year
thereafter.

16.  -   The Net Group
shall  jointly and  severally  indemnify in full and hold each  Creditor  harmless  from
and against any and all losses and damages and you will be entitled  to recover  from the
Net Group any and all losses and damages  that you may incur  arising from: (a) any
enforcement  against the Net Group under this Commitment  Letter and the Term Sheet;  (b)
any  misrepresentation  made or default  hereunder  by any member of the Net Group;  (c)
any  liability  to any third  party that you may incur as a result of entering into this
 Commitment  Letter.  For  purposes of this  indemnification  clause,  losses and damages
 shall  include  expenses and costs (including but not limited to reasonable  attorneys fees,
auditors fees,  appraisers fees, expert witnesses fees and administrative or court
fees undertaken in connection with such losses and damages).

17.  -   The Net Group
 jointly and  severally  represents  and  warrants  that:  (a) all  information  that has
been  delivered to the Creditors by the Net Group or by any of its  representatives
 (including  those referred in item 6(a) above and in the Schedules to the Term Sheet) in
connection  with the  transactions  contemplated  hereby was made available in good faith
and is complete and correct in all  material  respects  and does not contain any untrue
 statement of a material  fact or omit to state a material  fact  necessary in order to
make the statement  contained therein not misleading in light of the circumstances  under
which such statements were made, (b) all financial  projections,  if any, that have been
prepared by the Net Group or any of its  representatives  and made available to the
Creditors in connection with the transactions  contemplated  hereby have been prepared in
good faith based upon reasonable  assumptions (it being understood that such projections
are subject to significant  uncertainties and  contingencies,  many of which are beyond
your control,  and that no assurance can be given that any particular  projections  will
be realized);  (c) the  Commercial  Loans listed in Schedule 2 to the Term Sheet
 together with the  Debentures  and the Notes,  represent  the totality of  outstanding
 indebtedness  for borrowed money of the members of the Net Group;  and (d) each member
of the Net Group has the requisite  power and authority to execute and deliver this
 Commitment  Letter and the  undersigned  representatives  thereof are duly authorized
and empowered to do so. The Net Group acknowledges that we are entering into this
Commitment Letter on the basis of the foregoing representations and warranties.

18.  -   The Company
will reimburse the Creditors or promptly pay, as the Creditors  request,  the  reasonable
and documented  fees and expenses  of the legal and  financial  advisors  previously
 hired with your  consent  to assist the  Creditors  (i.e.,  Pinheiro  Neto Advogados,
 Wald e Associados  Advogados,  Shearman & Sterling LLP,  PricewaterhouseCoopers  and
KPMG Corporate  Finance) in connection with the present  negotiation,  execution and
delivery of this Commitment Letter, the Term Sheet and any related documents,  regardless
of whether the  transactions  contemplated  herein are  completed or not. The Company
 further  agrees to  reimburse  each  Creditor or promptly pay the  reasonable and
 documented  fees and expenses of Pinheiro Neto  Advogados,  Wald e Associados
 Advogados,  Shearman &Sterling LLP,  PricewaterhouseCoopers  and KPMG Corporate  Finance
in connection with the documentation and closing of the transactions contemplated by this
Commitment  Letter and the Term Sheet,  regardless of whether the transactions
 contemplated  herein are completed or not,  provided that, in relation to Wald e
Associados  Advogados and KPMG Corporate  Finance,  such  reimbursement  shall be made in
accordance with the scope and budget agreed by the Company and the  Debentureholders,
 and provided  further that the Company shall not unreasonably withhold any such
agreement concerning the definition of the scope or the budget.

19.  -   This
Commitment Letter is binding upon the Parties and their successors or assignees.  Any
amendment,  waiver or supplement to this Commitment Letter or to the Term Sheet may only
be considered valid if signed by all of the Parties.

20.  -   This
Commitment  Letter shall be governed by, and constructed in accordance with the laws of
Brazil.  The competent  courts in São Paulo,  SP, Brazil,  shall have exclusive
 jurisdiction of, and constitute the exclusive venue for, any dispute arising out of this
Commitment Letter concerning the interpretation and/or the performance hereof.

21.  -   The
obligations  hereunder of the Creditors shall be several obligations.  Where there is a
reference herein to any obligation of the Net Group, such obligation is intended to be a
joint and several obligation of each member of the Net Group.

22.  -   The Parties
agree to negotiate in good faith in order that,  by the final date  provided in paragraph
4 hereof for  submission by each Creditor of its final,  binding  election as to options
 offered under the Plan,  the Parties will have come to an agreement as to additional
 provisions  regarding the allocation of equity and debt to the Creditors and related
 matters,  it being understood that any such  additional  provisions  will not change the
overall amount of senior debt and equity to be issued by the Company  pursuant to the
Plan but will only affect the  allocation of such overall amount of debt and equity among
the various  creditors.  Upon reaching an agreement on such matters,  such matters will
 supersede  any  provision in this  Commitment  Letter or the Term Sheet  regarding  such
matters.

Please acknowledge your
agreement to the foregoing by countersigning this letter in the space provided below.

[CREDITOR NAME]

By:
     _________________________________________          Name:          Title:

By:
     _________________________________________          Name:          Title:

Indicative election
pursuant to paragraph 4 hereof:  Option _____

1.   -
  ____________________________                   Name:                   ID:

2.   -
  ____________________________                   Name:                   ID:

Commitment Letter dated
as of ______

Agreed and accepted by:

|NET SERVIÇOS DE
COMUNICAÇÃO S.A.:ALNOR ALUMÍNIO DO NORTE LTDA.ANTENAS COMUNITÁRIASBRASILEIRAS
LTDA.CABLE S.A.CABODINÂMICA TV CABO SÃO PAULO S.A.CMA PARTICIPAÇÕES S.A.DABNY,
L.L.C.DR EMPRESA DE DISTRIBUIÇÃO E RECEPÇÃO DE TV LTDA.HFC TELECOMUNICAÇÕES LTDA.HORIZONTE
SUL COMUNICAÇÕES LTDA.JAGUARI TELECOMUNICAÇÕES S.A.JONQUIL VENTURE LIMITEDMULTICANAL
TELECOMUNICAÇÕES S.A.NET ANÁPOLIS LTDA.NET ARAPONGAS LTDA.NET BAURU LTDA.NET
BELO HORIZONTE LTDA.NET BRASIL S.A.NET BRASÍLIA LTDA.NET CAMPINAS LTDA.NET
CAMPO GRANDE LTDA.NET CURITIBA LTDA.NET FLORIANÓPOLIS LTDA. | NET FRANCA LTDA.NET
GOIÂNIA LTDA.NET INDAIATUBA LTDA.NET JOINVILLE LTDA.NET LONDRINA LTDA.NET
MARINGÁ LTDA.NET PARANÁ COMUNICAÇÕES LTDA.NET PIRACICABA LTDA.NET RECIFE LTDA.NET
RIBEIRÃO PRETO S.A.NET RIO S.A.NET SÃO CARLOS S.A.NET SÃO JOSÉ DO RIO PRETO
LTDA.NET SÃO PAULO LTDA.NET SOROCABA LTDA.NET SUL COMUNICAÇÕES LTDA.REYC
COMÉRCIO E PARTICIPAÇÕES LTDA.SAMA EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.TV CABO
DE CHAPECÓ LTDA.TELEVISÃO A CABO VINDIMA LTDA.TV VÍDEO CABO DE BELO HORIZONTE S.A.VICOM
LTDA.VICOM TECNOLOGIA LTDA.ETROS PARTICIPAÇÕES LTDA
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

By:
    __________________________________________                                    Name:                                    Title:

By:
    __________________________________________                                    Name:                                    Title:

Witnesses:

1.   -
  ____________________________                   Name:                   ID:

2.   -
  ____________________________                   Name:                   ID:

Commitment Letter dated
as of ________

Agreed and accepted by
GLOBOPAR S.A., solely for the purposes of paragraph 6 hereof



By:
     ______________________________________                                                      Name:                                                      Title:

By:
     _______________________________________                                                      Name:                                                      Title:

Witnesses:

1.   -
  ____________________________                   Name:                   ID:

2.   -
  ____________________________                   Name:                   ID:

Schedule 1 to the                                                                                                                      Commitment
Letter

Term Sheet

The  definitive
 agreements may have  additional  terms not specified in this term sheet.  Only the terms
of any definitive  agreements that may be entered into between the parties will have any
binding effect.

NET SERVIÇOS DE
COMUNICAÇÃO S.A.                                                 Debt Restructuring
Plan (the Plan)                                               Summary of Principal
Terms and Conditions

I.       Parties

a.  Obligors

The joint obligors
under the Plan will be Net Serviços de Comunicação S.A.
(the Company) and allBrazilian and foreigndirect
and indirect wholly-owned subsidiaries of the
Company (together, the Subsidiaries and, together
with the Company, the Net Group Companies) on the effective date
of the Plan (Closing Date). For the
avoidance of doubt, the subsidiaries
identified in Schedule 1 hereto (the Unrestricted
Subsidiaries) will not be obligors under the Plan.

Any guarantee to be granted by
the Net Group Companies under the Plan will be without any benefit of order (benefício de
ordem).

Any new wholly-owned
subsidiaries that may be formed following the effectiveness of the Plan shall become
joint obligors under the Plan, provided that the definitive agreements evidencing the New
Instruments (as defined below) may include customary exceptions for new unrestricted
subsidiaries.

b.  Controlling
Shareholders

Distel  Holding  S.A.,
 Roma  Participações   Ltda.,  Globo  Comunicações  e
                                     Participações  S.A.  (collectively,  together with
all  Affiliates  thereof,                                      Globopar),  Bradespar
S.A., Bradesplan  Participações S.A., a wholly-owned
                                     subsidiary  of  Bradespar  S.A.  (Bradespar),
  BNDES  Participações  S.A.                                      (Bndespar),  Zero
Hora Editora  Jornalística  S.A.  and RBS  Participações
                                     S.A.  (collectively,   RBS  and  together  with
 Globopar,  Bradespar  and                                      Bndespar,  the  Controlling
 Shareholders).  For  purposes  of  this  term
                                     sheet,  an  Affiliate  of any  entity  shall  mean
any other  entity  that                                      controls,  is  controlled
 by or is under  common  control  with such  first
                                     entity,  with control having the meaning set forth
in the current by-laws of                                      the Company.



c.  Creditors

(i) Commercial  Banks:
 the creditors  that are parties to bilateral  credit
                                     facilities  entered into with the Net Group
Companies,  whether  denominated                                      in  Brazilian  or
 foreign  currency  (the  Creditors  Party  to  Bilateral
                                     Agreements).  The bilateral credit  facilities
 together with the following                                      corresponding
  information:   (i)  name  of  the  creditor;  (ii)  date  of
                                     execution;  (iii) date of maturity;  and (iv) for
reference  purposes  only,                                      amount outstanding
 thereunder as of March 31, 2004, including principal and
                                     accrued  and  unpaid   interest  but  excluding
  any  default   interest,                                      commissions  or
 penalties,  (which  amount  is based  upon the  information
                                     contained  in the  books of the  Company  but is
 without  prejudice  to the                                      rights of the respective
 creditors  under such credit  facilities or to the
                                     Company);  are listed in Schedule 2 hereto,  and
represent the totality of                                      Net  Group  Companies  debt,
 except  for  those  referred  to in  Sections
                                     I(c)(ii) and I(c)(iii) herein (the Commercial Loans).

(ii)
 Debentureholders:  the holders of the Companys second public issuance
                                     of debentures  (Debentureholders of the Second
Issuance),  and the holders                                      of the Companys third
public issuance of debentures  (Debentureholders  of
                                     the Third Issuance,  and, together with the
 Debentureholders of the Second                                      Issuance,  the  Debentureholders).
 The debentures  referred to herein are                                      hereinafter
 referred to as the Debentures.  For reference  purposes only,
                                     Schedule 2 sets forth the amount  outstanding as of
March 31, 2004 under the                                      Debentures,   including
 principal  and  accrued  and  unpaid  interest  but
                                     excluding any default interest,  commissions or
penalties (which amount is                                      based upon the
 information  contained  in the books of the  Company  but is
                                     without prejudice to the rights of the
Debentureholders or to the Company).

(iii) Noteholders:
 the holders of the US$80,000,000 Floating Rate Notes due
                                     2005 issued by Net Sul Comunicações  Ltda. (the Net
Sul Notes,  holders of                                      which are referred to herein
as the Net Sul  Noteholders)  and the holders                                      of
the  US$185,000,000  12.625% Senior  Guaranteed  Notes due 2004 issued by
                                     the Company (the  Multicanal  Notes,  holders of
which are referred herein                                      as the  Multicanal
 Noteholders).  The Net Sul  Notes  together  with  the
                                     Multicanal  Notes are  hereinafter  referred to as
the  Notes,  holders of                                      which  are  hereinafter
 referred  to as the  Noteholders.  For  reference
                                     purposes only,  Schedule 2 sets forth the amount
outstanding as of March 31,                                      2004 under the Notes,
 including  principal and accrued and unpaid  interest
                                     but  excluding  any  default  interest,
 commissions  or penalties  (which                                      amount is based
upon the  information  contained in the books of the Company
                                     but  is  without  prejudice  to the  rights  of  the
 Noteholders  or to the                                      Company).

The Creditors Party to
Bilateral  Agreements,  the  Debentureholders and the
                                     Noteholders are  hereinafter  collectively  referred
to as Creditors.  The                                      obligations  represented  by
the  Commercial  Loans,  the Debentures and the
                                     Notes represent the totality of the  indebtedness
 for borrowed money of the                                      Net  Group  Companies.
 Those  Creditors  who are  party  to the  commitment
                                     letter related to this term sheet (the Commitment
 Letter) are hereinafter                                      referred  to  as  Committed
  Creditors.  Any  determination  as  to  what
                                     constitutes a majority or other  percentage of the
Committed  Creditors will                                      be based on the
 respective  Credit  Amount (as defined  below) held by each
                                     such  Creditor,  and will not take into account (in
either the  numerator or                                      the  denominator)  any
Credit  Amount of any  Committed  Creditor  that is a
                                     Controlling Shareholder.

d.  Collateral Agent

A mutually  acceptable
 collateral  agent to be determined (the  Collateral
                                     Agent).

II.      The Plan:
Basic Terms

a.  Debt
Repurchase/Down Payment

On or prior to the
Closing Date, the Company,  at its sole option, may enter                         into a
new loan agreement with the International  Finance  Corporation  IFC
                                     in an amount not to exceed  R$120  million (or the
US$  equivalent  thereof)                                      (the New  Facility).
 The New Facility will be  substantially on the terms
                                     provided in  Schedule 3 hereto and will be secured
by the  Collateral  (as                                      defined below),  pari passu
with the  obligations  under the New Instruments                                      (as
 defined  below).  The  principal  amount  of the New  Facility  will be
                                     amortized in eight equal semi-annual  payments
 following a two and one-half                                      year grace period.

If the New  Facility
is entered  into,  the  Company  shall make an offer to
                                     purchase  a  portion   of  Net  Group   Companies   outstanding
  financial                                      indebtedness  using at least 80% of the
commitment under the New Facility at                                      a price not
 higher  than 60% of the amount of such debt  claim.  After such
                                     offer has been made, and  regardless of whether or
not it was accepted,  the                                      Company  may  subsequently
 use up to 20% of the  commitment  under  the New
                                     Facility  for  working  capital  purposes,  provided
 that in any case  such                                      percentage   shall  be
  considered  a  stand-by   line  of  credit,   on  a
                                     non-revolving  basis,  in the  total  amount  of
 R$24  million  (or the US$                                      equivalent  thereof).
 Any such repurchase will be carried out in compliance
                                     with applicable  Brazilian and U.S.  securities laws
and will be structured                                      to maximize  the  proceeds to
the  Company.  If the New  Facility is entered                                      into,
 the Company  will give notice to each  Committed  Creditor,  prior to
                                     their  binding  election for the packages  described
in Section II(c) below,                                      of its  intention to
 repurchase  outstanding  indebtedness  and it will not
                                     consummate  any such  purchase  until no  earlier
 than 15 days  after  such                                      notice,  giving each
 Committed  Creditor an equal  opportunity  to sell its
                                     debt to the Company during such period,  provided
that the repurchase of the                                      outstanding  debt, if
any, shall be effected  prior to the binding  election
                                     of the options set forth in Section II(c) below.  On
or prior to the Closing                                      Date,  the Company will not
use its own funds (i.e.,  those  existing on the
                                     date hereof or  generated  after the date hereof
 from  operations)  for any                                      repayment,  prepayment
 or repurchase of debt of any member of the Net Group
                                     Companies.  In the event that the Company is unable
to  purchase  all of the                                      indebtedness  that the
Creditors  offer to sell during such period,  it will
                                     determine  which  indebtedness  it will purchase on
a Dutch  auction basis                                      and otherwise pro rata
among the Creditors that so wish to sell.

b.  Documentation

The  Plan  shall be
 formalized  primarily  through  instruments  (the  New
                                     Instruments)  that will either  amend and  restate
or replace the  existing                                      agreements  governing the
Commercial Loans, the Debentures and the Notes, as
                                     the case  may be.  Except  as may  otherwise  be
 agreed  by any  particular                                      Creditor,  the New
 Instrument  to be issued to each Creditor will be of the
                                     same type (e.g.,  debenture,  note, or commercial
loan) as currently held by                                      such Creditor.

The  original  debtors
 will  remain as  debtors  under the New  Instruments
                                     (except to the extent  necessary to preserve
 existing tax benefits) and all                                      other Net Group
Companies will become joint and several guarantors,  without
                                     any benefit of order (benefício de ordem) or similar
privilege.

Subject to the
 provisions  set forth in Section  II(a) above  regarding the
                                     right of the IFC to share the  Collateral  with the
Creditors  participating                                      in the Plan,  the
collateral  package  referred to in Section III below will
                                     initially  benefit  exclusively  the  holders  of
 Senior  Secured  Debt (as                                      defined below) on a
pro-rata  basis.  After the Senior Secured Debt is fully
                                     repaid,  the holders of  Subordinated  Convertible
 Debt (as defined  below)                                      shall then  benefit from
the  collateral  package.  The rules on  initiating
                                     the  foreclosure  on the  collateral  package  and
on sharing  any  proceeds                                      arising from the
foreclosure on the collateral package,  among other things,
                                     will be  contained in an  intercreditor  agreement
to be entered into by and                                      among the Creditors (or
their  respective  agents or  Affiliates)  that will
                                     subscribe for new debt instruments,  the IFC (if the
New Facility is entered                                      into), the Net Group
Companies and the Collateral Agent (the  Intercreditor
                                     Agreement).  Any additional  senior debt issued by
the Net Group  Companies                                      in  compliance  with  the
 terms  of  the  New  Instruments  may  share  the
                                     Collateral  pari  passu,  in which  case  such new
 creditors  shall  become                                      parties to the
Intercreditor Agreement.

If as a result of a
Net  Group  Companys  default,  a  different  Net Group
                                     Company  fulfills the defaulted  obligation,  the
credit held by such person                                      by virtue of  subrogation
 shall be  subordinated  to the payment in full of
                                     all debt and other  amounts  owed to the  Creditors.
 Accordingly,  such Net                                      Group  Company will not be
entitled to exercise any of the voting rights set
                                     forth in the  Intercreditor  Agreement,  including
 as regards any  decision                                      involving the foreclosure
on the Collateral,  until all other Creditors have
                                     been fully repaid under the Plan. In addition, if a
Controlling  Shareholder                                      fulfills any such defaulted
 obligation  and becomes so subrogated,  it will
                                     likewise  not be entitled to exercise any such
voting  rights,  although its                                      subrogated claim will
not be subordinated.

On the Closing Date,
the Net Group Companies,  at the request of each holder
                                     of any Senior  Secured Dollar Debt New  Instrument,
 shall confess all their                                      indebtedness  for borrowed
 money towards such Creditor as of such date. The
                                     instrument  that shall  formalize  this  confession
 shall  comply  with the                                      requirements of a título
 executivo  extrajudicial  under the laws of Brazil
                                     and shall be in a form to be mutually agreed by the
parties thereto.

c.  Options to be
offered to creditors

Under  the  Plan,
 each  Creditor  will  be  entitled  to  elect  one  or  a          Creditors
                  combination  of  the  packages   described   below.  For  purposes  of
 such                                      election,  the  credit  amount  of  each
 Creditor  against  the  Net  Group                                      Companies  as of
the Closing Date under all credit  instruments  referred to
                                     in Section  I(c) above (the Credit  Amount)  will
be equal to the relevant                                      outstanding  principal
 amount of such instrument held by such Creditor plus
                                     all  accrued  and  unpaid  interest   thereon,
  computed  at  the  ordinary                                      contractual  interest
rate (excluding any default interest,  commission or
                                     other  penalties,  which will all be waived  upon
the  effectiveness  of the                                      Plan), through June 30,
2004.

Re-Denominated Debt

Each Creditor
holding Real-denominated debt, whether represented by
Commercial Loans or Debentures, shall elect, at its
sole option, to receive one or a combination of
three alternative packages: (a) a combination of
senior debt and equity (Option A); (b) a
combination of senior debt and convertible
subordinated debt (Option B); or (c) solely equity (Option
C). These packages are described more fully below.

For each R$1.000,00 Credit
Amount (after any debt repurchase referred to in Section II(a) above), each Creditor
holding Real-denominated obligations may elect to receive:

Option A:

- R$600,00
 principal  amount of senior secured debt (Senior Secured
                                              Real Debt); plus

- a number of
common  shares  (the  Common  Shares)  and  preferred
                                              shares  (the  Preferred  Shares  and,
 together  with the  Common                                               Shares,  the Net
 Shares) of the Company,  issued in the ratio of
                                              25:75,  equal to (x) the sum of (i)
R$400,00 plus (ii) in the event                                               that
Closing Date is after June 30, 2004,  imputed interest thereon
                                              from  July 1, 2004  through  the  Closing
 Date at a rate per annum                                               equal to CDI (as
 defined  below)  plus 2.0%,  divided by (y) a per
                                              share  issuance  price of R$0,35  (e.g.,
 285 Common Shares and 857                                               Preferred
 Shares  assuming the Closing Date is on or prior to June
                                              30, 2004).

Option B:

- R$600,00
principal amount of Senior Secured Real Debt; plus

- R$400,00
  principal   amount   of   Real-denominated   convertible
                                              subordinated debt (Subordinated
Convertible Debt).

Option C:

- a number of
Common Shares and Preferred  Shares,  issued in a ratio
                                              of 25:75,  equal to (x) the sum of (i)
R$1.000,00  plus (ii) in the                                               event  that
 Closing  Date  occurs  after  June 30,  2004,  imputed
                                              interest  thereon  from July 1, 2004
 through the Closing Date at a                                               rate per
annum  equal to CDI plus 2.0%,  divided by (y) a per share
                                              issuance  price of  R$0,35  (e.g.,  714
 Common  Shares  and  2.142                                               Preferred
 Shares  assuming the Closing Date is on or prior to June
                                              30, 2004).



US Dollar-Denominated
Debt

Each Noteholder and
each Creditor Party to Bilateral  Agreements that relate
                                     to obligations  denominated in U.S. Dollars shall
elect, at its sole option,                                      to  receive  one or a
 combination  of  three  alternative  packages:  (a) a
                                     combination  of U.S.  Dollar-denominated  senior
 debt and  equity  (Option                                      A-1);  (b)  a
 combination  of  Real-denominated  senior  debt  and  equity
                                     (Option A-2); or (c) solely equity (Option C).

Notwithstanding  the
 foregoing,   Option  A-2  will  not  be  available  to
                                     Multicanal Noteholders;  therefore,  each Multicanal
Noteholder shall elect,                                      at its sole option, to
receive either Option A-1 or Option C.

Any    conversions
   of   U.S.    Dollar-denominated    obligations    into
                                     Real-denominated  obligations  (pursuant  to  Option
 A-2)  or  into  equity                                      (pursuant  to any of
 Options  A-1,  A-2 or C) will be made at the  Exchange
                                     Rate as of the second  business  day prior to the
 Closing  Date.  Exchange                                      Rate shall mean,  for
any day, the exchange rate publicly  announced by the
                                     Central  Bank of Brazil as the exchange  rate of the
U.S.  Dollar under PTAX                                      800, Option 5 (selling
 rate),  currency 220 on the SISBACEN Data System (or
                                     its successor) on the most recent preceding business
day in Brazil.

Notwithstanding
 anything  herein to the  contrary,  the Company will not be
                                     obligated  to  convert  on  the  Closing  Date  any
 US   Dollar-denominated                                      obligations into
Real-denominated  obligations if the Exchange Rate for such
                                     date is greater than R$3,4/US$1,0  (R$3,7/US$1,0
 after September 30, 2004);                                      provided  that  if  the
 Company  does  not  convert  US  Dollar-denominated
                                     obligations  into  Real-denominated  obligations  on
the  Closing  Date as a                                      result of this  limitation
 and the Exchange Rate  subsequently  declines to
                                     R$3,4/US$1,0  or below until  September 30, 2004, or
 R$3,7/US$1,0  or below                                      after  September  30,  2004,
 the  Company  will  offer any  Creditors  that
                                     otherwise  would  have  been  entitled  to  convert
 US   Dollar-denominated                                      obligations  into
 Real-denominated  obligations  on the  Closing  Date  the
                                     option to make such  conversion  within a reasonable
 period  following  the                                      time at which the Exchange
Rate has declined below such limit.

The packages to be
offered to the holders of US Dollar-denominated  debt are
                                     described more fully below.

For each  US$1,000.00
 Credit Amount (after any debt repurchase  referred to
                                     in  Section   II(a)),   each   Creditor   holding
 U.S.   Dollar-denominated                                      obligations may elect to
receive:

Option A-1:

- US$600.00
 principal amount of senior secured debt (Senior Secured
                                              Dollar Debt and,  together with the Senior
 Secured Real Debt, the                                               Senior Secured Debt);
plus

- a number of
Common Shares and Preferred  Shares,  issued in a ratio
                                              of 25:75,  equal to (x) the sum of (i)
 US$400.00  plus (ii) in the                                               event that the
Closing  Date occurs  after June 30,  2004,  imputed
                                              interest  thereon  from July 1, 2004
 through the Closing Date at a                                               rate per
annum  equal to  three-month  LIBOR plus  3.0%,  converted
                                              into Reais at the  Exchange  Rate on the
second  business day prior                                               to the Closing
Date,  divided by (y) a per share  issuance price of
                                              R$0,35  (e.g.,   971  Common  Shares  and
 2.914  Preferred  Shares                                               assuming  a
 Closing  Date on or  prior  to June  30,  2004  and an
                                              Exchange Rate of R$3,4/US$1,0).

Option A-2 (only
 available to Net Sul  Noteholders  and Creditors  Party to
                                     Bilateral Agreements):

- Senior
 Secured  Real Debt in a principal  amount equal to the Real
                                              equivalent  of US$600.00  as  converted
 into Reais at the Exchange                                               Rate as of the
second business day prior to the Closing Date; plus

- a number of
Common Shares and Preferred  Shares,  issued in a ratio
                                              of 25:75,  equal to (x) the sum of (i)
 US$400.00  plus (ii) in the                                               event that the
Closing  Date occurs  after June 30,  2004,  imputed
                                              interest  thereon  from July 1, 2004
 through the Closing Date at a                                               rate per
annum  equal to  three-month  LIBOR plus  3.0%,  converted
                                              into  Reais at the  Exchange  Rate as of
the  second  business  day                                               prior to the
 Closing  Date,  divided  by (y) a per share  issuance
                                              price of R$0,35  (e.g.,  971  Common
 Shares  and  2.914  Preferred                                               Shares
 assuming a Closing Date on or prior to June 30, 2004 and an
                                              Exchange Rate of R$3,4/US$1,0).

Option C:

- a number of
Common Shares and Preferred  Shares,  issued in a ratio
                                              of 25:75,  equal to (x) the sum of (i)
US$1,000.00 plus (ii) in the                                               event that the
Closing  Date occurs  after June 30,  2004,  imputed
                                              interest  thereon  from July 1, 2004
 through the Closing Date at a                                               rate per
annum  equal to  three-month  LIBOR plus  3.0%,  converted
                                              into  Reais at the  Exchange  Rate as of
the  second  business  day                                               prior to the
 Closing  Date,  divided  by (y) a per share  issuance
                                              price of R$0,35  (e.g.,  2.428  Common
 Shares and 7.285  Preferred                                               Shares
 assuming a Closing Date on or prior to June 30, 2004 and an
                                              Exchange Rate of R$3,4/US$1,0).

d.  Financial Terms of
New      Interest Accrual from June 30, 2004. New Instruments

Notwithstanding
 anything to the contrary contemplated in this Term Sheet or
                                     the  Commitment   Letter,  it  is  hereby  expressly
 agreed  that,  if  the                                      transactions contemplated
hereby are consummated,  the Commercial Loans, the
                                     Debentures  and the Notes will cease accruing
 interest at their  respective                                      contractual  rates
 as of  June  30,  2004,  and the  New  Instruments  will
                                     commence  accruing interest at the rates set forth
herein from July 1, 2004.                                      On the  Closing  Date,
 the Net  Group  Companies  will pay to the  relevant
                                     Creditors in cash all interest  accrued on the New
Instruments  from July 1,                                      2004 through the Closing
 Date at the  corresponding  contractual  rates set
                                     forth in the New Instruments,  excluding any default interest,
commissions                                      or penalties  imposed by the Creditor
 under the New  Instruments,  provided                                      that (x) in
the case of any Senior  Secured  Real Debt issued to a holder of
                                     US  Dollar-denominated  credits  pursuant  to
 Option  A-2,  the  amount  of                                      interest paid in
respect of such  instrument  will be equal to the amount of
                                     interest  accruing on the 60% of such  holders
 Credit Amount that is to be                                      converted  into  Senior
 Secured  Real Debt from  July 1, 2004  through  the
                                     Closing  Date at an  interest  rate  equal  to
 three-month  LIBOR  plus 3%,                                      converted  into Reais
at the  Exchange  Rate as of the second  business  day
                                     prior to the Closing  Date,  and (y) no such cash
will be paid in connection                                      with the  Subordinated
 Convertible  Debt (but  interest  will accrue on the
                                     Subordinated  Convertible Debt at the rates
applicable  thereto from July 1,                                      2004).



Senior Secured Real
Debt Interest Rate.

The Senior  Secured
 Real Debt will accrue  interest at an annual rate equal
                                     to the CDI1 rate  plus  the  Applicable  Margin.
 Interest  will be  payable                                      quarterly  in arrears on
each March 15, June 15,  September  15 and December
                                     15 (each such date, an Interest  Payment Date)
following the Closing Date.                                      Applicable  Margin  shall
 mean:  (a) for any  interest  period  prior  to
                                     December 15, 2005, 2%, and (b) for any interest
 period starting on or after                                      December 15, 2005, 3%.



1)         CDI shall
mean the interest rate, expressed as an annual percentage, equal to the result of
compounding (on a daily basis) and calculated based upon a year of 252 business days,
corresponding to the interest rate for Interbank Certificates of Deposit (Certificados de
Depósitos Interfinanceiros-CDI) of one business day published under the name DI Rates  extra-group
transactions (Taxa DI  over extra grupo) by the Securities Custody and Settlement
Center (Central de Custódia e Liquidação Financeira de Títulos  CETIP) or any reference
rate of the National Financial System (Sistema Financeiro Nacional) that may replace it.


Senior Secured Dollar
Debt Interest Rate

The Senior Secured
 Dollar Debt will accrue  interest at a fixed annual rate
                                     of 7%.  Notwithstanding  the  foregoing,  any
Creditor  Party to a Bilateral                                      Agreement  that
relates to obligations  denominated  in U.S.  Dollars or any
                                     Net Sul Noteholder may, prior to the Closing Date,
 elect to receive instead                                      floating rate Senior
Secured Dollar Debt,  which will accrue  interest at an
                                     annual rate equal to three-month LIBOR2 plus 3%.
 Interest  will be  payable                                      quarterly in arrears on
each  Interest  Payment Date  following  the Closing
                                     Date.

Senior Secured Debt
Amortization

The original
 principal amount of the Senior Secured Debt will be amortized
                                      as follows:

- 70% of the
original principal amount will be amortized as follows:

|1.25% on March 15, 2006     | total 5% in 2006 
|--------------------------- | -----------------
|1.25% on June 15, 2006     
|1.25% on September 15, 2006
|1.25% on December 15, 2006 
|3.75% on March 15, 2007     | total 15% in 2007
|3.75% on June 15, 2007     
|3.75% on September 15, 2007
|3.75% on December 15, 2007 
|6.25% on March 15, 2008     | total 25% in 2008
|6.25% on June 15, 2008     
|6.25% on September 15, 2008
|6.25% on December 15, 2008 
|6.25% on March 15, 2009     | total 25% in 2009
|6.25% on June 15, 2009     
|6.25% on September 15, 2009
|6.25% on December 15, 2009 

The  remaining  30%
 original  principal  amount  will be  amortized  in the
                                     percentage  set forth below on the dates referred to
in column A  Original                                      (Base) Date. In case (i)
the CDI rate accrued since January 2, 2004,  until
                                     the last day of the prior  quarter due date,  or
(ii) the  average  Exchange                                      Rate during the second
 week  immediately  prior to the quarter  payment due
                                     date; is equal to or higher than the  thresholds
 established  in the column                                      B  Conditions,  then
the due date for the amortization of the installment
                                     referred to in column  Aoriginal (base) date shall
 automatically  become                                      the one referred to in column
C  alternative (stress) date:



2 LIBOR shall mean, with respect to any interest period, the London Interbank Offered Rate at which
three-month U.S. Dollar deposits are offered on the London interbank market at 11.a.m (London time)
two London banking days before the first day of such period, as such rate is published on REUTERS
(screen page 3750) or by any substitute.


|% of principal  | A original (base) date | B  conditions         | C  alternative
    (stress) date
|--------------- | ---------------------- | ---------------------- | ---------------------------------
|cumulative CDI* | f/x rate              
|1.25%           | 15/mar/2006            | <=
    1.417 at dec/05 | <=
    R$ 4.00/US$               
|1.25%           | 15/jun/2006            | <= 1.479 at
    mar/06 | <= R$ 4.00/US$                   
|1.25%           | 15/sep/2006            | <= 1.543 at
    jun/06 | <= R$ 4.50/US$                   
|1.25%           | 15/dec/2006            | <= 1.610 at
    sep/06 | <= R$ 4.50/US$                   
|2.50%           | 15/mar/2007            | <= 1.680 at
    dec/06 | <= R$ 4.50/US$                   
|2.50%           | 15/jun/2007            | <= 1.767 at
    mar/07 | <= R$ 4.50/US$                   
|2.50%           | 15/sep/2007            | <= 1.859 at
    jun/07 | <= R$ 4.50/US$                   
|2.50%           | 15/dec/2007            | <= 1.955 at
    sep/07 | <= R$ 4.50/US$                   
|2.50%           | 15/mar/2008            | <= 2.057 at
    dec/07 | <= R$ 4.70/US$                   
|2.50%           | 15/jun/2008            | <= 2.164 at
    mar/08 | <= R$ 4.70/US$                   
|2.50%           | 15/sep/2008            | <= 2.277 at
    jun/08 | <= R$ 4.70/US$                   
|2.50%           | 15/dec/2008            | <= 2.396 at
    sep/08 | <= R$ 4.70/US$                   
|1.25%           | 15/mar/2009            | <= 2.521 at
    dec/08 | <= R$ 4.90/US$                   
|1.25%           | 15/jun/2009            | <= 2.674 at
    mar/09 | <= R$ 4.90/US$                   
|1.25%           | 15/sep/2009            | <= 2.835 at
    jun/09 | <= R$ 4.90/US$                   
|1.25%           | 15/dec/2009            | <= 3.007 at
    sep/09 | <= R$ 4.90/US$                   

*  Cumulative  CDI is
the  effective  interest  rate  obtained  by the daily
                                     capitalization  of the daily  interest  rates
implied by the annual CDI from                                      January 2, 2004 to
the applicable date set forth in the table.

Subordinated
Convertible Debt

The  Subordinated
 Convertible  Debt will accrue  interest at an annual rate
                                     equal to IGP-M3 plus 3% from July 1, 2004 until the
first  Interest  Payment                                      Date  following  the
 repayment  in full of the Senior  Secured  Debt.  Such
                                     interest  will not be  payable  in cash  but will be
added to the  principal                                      amount  of the  Subordinated
 Convertible  Debt (i) on each  June 15  during
                                     which the Senior  Secured  Debt  Remains
 outstanding  and (ii) on the first                                      Interest
 Payment Date following the repayment in full of the Senior Secured
                                     Debt.   Commencing  on  the  first  Interest
  Payment  Date  following  the                                      repayment in full of
the Senior Secured Debt, the  Subordinated  Convertible
                                     Debt will  accrue  interest  at an annual  rate of
CDI plus 3%,  and will be                                      payable in cash  quarterly
in arrears on each  subsequent  Interest  Payment
                                     Date. The  Subordinated  Convertible  Debt will be
evidenced by subordinated                                      debentures (debêntures
 subordinadas) that will be fully subordinated to the
                                     Senior  Secured  Debt,  including  in case of
 payment  resulting  from  any                                      default  of  Net
 Group  Companies  and/or  acceleration  of  their  payment
                                     obligations,  and which will be secured by the
Collateral  exclusively after                                      full repayment of the
Senior Secured Debt.

________________________


3 IGP-M shall mean the
Índice Geral de Preços - Mercado or its successor, as calculated and published by Fundação
Getúlio Vargas - FGV.




Until  the  day
 immediately  preceding  the  first  Interest  Payment  Date
                                     following the repayment in full of the Senior
Secured Debt,  each R$1.000,00                                      original principal
amount of Subordinated  Convertible Debt and all interest
                                     accrued thereon will be convertible,  at any time,
at the sole option of the                                      holder  thereof,  into an
aggregate of 555 Common Shares and 1667  Preferred
                                     Shares (the  Conversion  Shares).  If the Company
 Shares are split or the                                      Company pays any stock
 dividend,  the number of  Conversion  Shares will be
                                     adjusted accordingly.  The convertibility right
attached to the Subordinated                                      Convertible  Debt will
terminate on the day immediately  preceding the first
                                     Interest  Payment Date following the repayment in
full of the Senior Secured                                      Debt.

The  Common  Shares
 arising  out of  the  conversion  of  the  Subordinated
                                     Convertible Debt into Net Shares may be, at the
option of the  corresponding                                      Creditor,  contributed
 into  the  corporate  capital  of a CHC (as  defined
                                     below) within 90 days after the date of such
conversion,  provided that such                                      Common  Shares have
not been sold or  otherwise  transferred  during such 90
                                     day period.

The principal  amount
of the  Subordinated  Convertible Debt will be payable
                                     in a single bullet  installment on December 15,
2012,  without  prejudice of                                      the Excess  Cash Flow
Sweep (as  defined  below),  which shall also apply to
                                     the  Subordinated  Convertible  Debt after the full
 repayment of the Senior                                      Secured Debt.

e.  Provisions
Relevant to               Equity Conversion

The Net  Shares  will
be  issued  pursuant  to a public  offering  of shares            and/or  American
 Depositary  Receipts  ADRs  registered with the Brazilian
                                     Securities  Commission  (Comissão  de  Valores
 Mobiliários)  and the United                                      States of America
Securities and Exchange  Commission (SEC), as the case may
                                     be.  Globopar  will not  exercise  or assign  its
 pre-emptive  rights  with                                      respect to such  issuance
 to the extent that such  exercise or  assignment,
                                     after taking into account the  exercise of
 pre-emptive  rights by any other                                      Controlling
  Shareholder,   would  result  in  the  Creditors  (other  than
                                     Globopar)  owning,  immediately  after the Closing
Date,  less than 14.0% of                                      the Common Shares then
 outstanding  (as adjusted to reflect the dilution of
                                     such 14.0% level as a result of any  issuance  of
Common  Shares to Globopar                                      in  connection  with the
 capitalization  of tax  credits on or prior to the
                                     Closing Date),  provided that such  limitation will
not apply if the Company                                      pays  cash to the
 Creditors  in lieu of the  entire  amount  of the  equity
                                     otherwise  issuable  to the  Creditors  (other  than
any equity  issued to a                                      Creditor  that
 affirmatively   elects  to  take  shares  rather  than  cash
                                     notwithstanding  the failure of the Creditors as a
whole to own such minimum                                      amount of Common Shares).

In such  offering the
Company may accept  subscriptions  from third  parties
                                     (shareholders or not) in cash for a price of not
less than R$0,35,  although                                      the Company does not
intend to have any special  selling  efforts  developed
                                     by the underwriter(s).

The proceeds received
from third parties,  including Companys shareholders,
                                     as a result of the new Net Shares  subscription
 will be used to repay, on a                                      pro-rata  basis,
 Creditors who have opted for Options A, A-1, A-2 and C and
                                     who,  consequently,  will  not be  entitled  to
 receive  the  corresponding                                      Companys  shares,  as
follows:  (a) the Company  will  deliver to each such
                                     Creditor,  in the priority  described  below, the
sum of R$0,35 for each Net                                      Share  otherwise
 deliverable  to such  Creditor,  and (b) in case the share
                                     issue price is above R$0,35,  80% of the amount of
the  difference  shall be                                      used by the  Company to
 prepay,  on a pro-rata  basis,  the Senior  Secured
                                     Debt.  In the event that only  portion of the shares
 otherwise  issuable to                                      the  Creditors  choosing
 Options  A,  A-1,  A-2 or C may be  issued to such
                                     Creditors,  the shares  available  for  issuance to
the  Creditors  shall be                                      allocated  as  follows:
 first,  to the  Creditors  choosing  Option C, on a
                                     pro-rata  basis,  and second to the  Creditors
 Choosing  Options A, A-1 and                                      A-2, on a pro-rata
 basis.  Notwithstanding  the  foregoing,  if the Closing
                                     Date is a date before the eighth  anniversary  of
the Net Sul Notes (October                                      15,  2005),  the holders
of such Net Sul Notes will in no event receive cash
                                     rather than equity  shares  (which  shares will be
restricted as to prohibit                                      their  transfer prior to
such eighth  anniversary)  unless the parties agree
                                     on a structure  that allows such  holders to get
cash  without  jeopardizing                                      the tax benefits
associated with the Net Sul Notes.

The new Common Shares
and  Preferred  Shares will be issued in a ratio of 25
                                     Common  Shares to 75 Preferred  Shares.  The Net
Shares that shall be issued                                      under  the Plan  shall
 carry  exactly  the  same  rights  of the  Companys
                                     existing shares (except in respect to the transfer
 restrictions referred to                                      herein in the case of the
shares  issuable  upon the  conversion  of Net Sul
                                     Notes).

Notwithstanding
 anything  herein to the  contrary,  the total number of Net
                                     Shares  issuable  pursuant to the Plan  (including
 shares issuable upon the                                      conversion  of the
 Convertible  Subordinated  Debt and the  exercise of any
                                     warrant to be released  upon the  transaction
 referred to in Section  II(a)                                      above) will be no
greater than 456,255,499  Common Shares and  1,368,766,497
                                     Preferred  Shares,  in the  aggregate.  Any excess
 Option C elections  that                                      would  result  in such
 limits  being  exceeded  will be  reallocated,  on a
                                     pro-rata basis,  to other options,  in accordance
with the order of priority                                      given by each Creditor
 electing  Option C before the Closing Date. The bank
                                     that shall  structure and coordinate the issuance of
the Net Shares shall be                                      a 1st tier bank with proven
 experience in capital  markets  transactions in
                                     Brazil and which,  except as may be agreed by a
 majority  of the  Committed                                      Creditors,  shall not
be a creditor of any Net Group  Company,  whether such
                                     creditor has adhered to the Plan or not.

f.  Prepayments

Optional:  The Net
Group Companies may prepay,  partially or in full,  their
                                     obligations  under  the New  Instruments  at any
 time  without  penalty  or                                      premium.

Mandatory:  The Net
Group Companies shall be obligated to prepay obligations
                                     under  the New  Instruments  (a) out of  Excess
 Cash  Flow as  provided  in                                      Section II(g)(3);  (b)
in the event of the issuance of new debt or equity as
                                     provided in Section  II(g)(7) and II(g)(8);  (c) in
the event of the sale of                                      assets as provided in
Section  II(g)(5);  or (d) in the event of  prepayment
                                     of other obligations as provided in Section
II(g)(16).

Provisions
  Applicable  to  All  Prepayments:   All  prepayments,   whether
                                     optional or mandatory,  will be applied on a
pro-rata basis as follows:  (a)                                      first,  to repay
 principal on the Senior  Secured Debt in reverse  order of
                                     maturity  (together with the  corresponding  accrued
and unpaid  interest on                                      such  prepaid  principal),
 and (b) once the  Senior  Secured  Debt is fully
                                     repaid,  then to  prepay  principal  on the
 Subordinated  Convertible  Debt                                      (together  with
 the  corresponding  accrued  and  unpaid  interest  on such
                                     prepaid principal).  Notwithstanding the foregoing,
 in the event that a Net                                      Group  Company  proposes
 to prepay any  LIBOR-based  loan on any date other
                                     than an Interest  Payment  Date,  any holder of such
a loan may by notice to                                      the Company  request that
its loan not be prepaid until the next  succeeding
                                     Interest  Payment Date, in which case the relevant
Net Group Company will so                                      defer such  prepayment  to
such  holder  and will keep the amount  otherwise
                                     payable  to such  holder on the  original
 prepayment  date on  deposit in a                                      segregated
 account  of such Net Group  Company at a bank that is one of the
                                     Creditors holding LIBOR-based loans.

g.  Covenants under
the New     Instruments

The New  Instruments
 shall be subject to covenants  that are  customary for          Commercial  Loans,
 Debentures and Notes,  respectively.  These will include
                                     the  covenants  contained  in the  existing
 instruments,  mutatis  mutandis                                      (except where such
 covenants are no longer  relevant or  appropriate),  and
                                     the  following  covenants  (except that any
 maintenance  covenants  will be                                      structured  as
 incurrence   covenants  in  the  case  of  New   Instruments
                                     structured as publicly-traded Notes).

1.       Delivery of
Financial Statements

The Company will keep
its books and accounts in  accordance  with  Brazilian
                                     GAAP and will deliver to the Creditors (a) its
annual  audited  consolidated                                      financial  statements,
 prepared in accordance with Brazilian and U.S. GAAP,
                                     within  90 days of year  end and (b) its  quarterly
 unaudited  consolidated                                      financial  statements,
 prepared in accordance with Brazilian and U.S. GAAP,
                                     within  60 days of the  last  day of each  quarter
 other  than  the  fourth                                      quarter.

2.       Delivery of
quarterly compliance certificates

Simultaneously  with
the delivery of the financial  statements,  the Company
                                     shall deliver to the Creditors,  officers  certificates
 of compliance with                                      the Net Group Companies  obligations
under the New Instruments.  Compliance                                      with
 financial  covenants  will be determined in accordance  with Brazilian
                                     GAAP.

The Company  will
 follow its  current  practice  and  applicable  Brazilian
                                     disclosure  requirements with respect to information
 disclosed  publicly to                                      its  shareholders  and
 creditors,  and will not  reduce the level of public
                                     disclosure  from that  currently  provided.  In
 addition,  the Company will                                      provide  creditors  on
 a  confidential  and  non-public  basis  information
                                     regarding gross additions of subscribers and capital
expenditures.

The Company  shall
 deliver to the  Collateral  Agent a quarterly  officers
                                     certification  stating that all  Collateral,
 including that obtained during                                      the preceding
quarter,  has been properly pledged to the Collateral Agent on
                                     behalf of the Creditors and remain valid and
enforceable.

3.       Excess Cash
Flow Sweep

The Net Group
 Companies  will prepay the Senior  Secured Debt on a pro rata
                                     basis in  reverse  order of  maturityconsidering
 the  column A  original                                      (base)  date  referred
 to in  Section  II(d)  above  as  the  amortization
                                     scheduleon  each June 15,  commencing  on June 15,
2006, in an amount equal                                      to the Applicable
 Percentage of the Companys Excess Cash Flow, if any, for
                                     the preceding  fiscal year,  provided that the
Minimum Cash Balance would be                                      maintained  following
 such  prepayment.  After the Senior  Secured Debt has
                                     been  fully   repaid,   the  Excess  Cash  Flow
 sweep  will  apply  to  the                                      Subordinated
Convertible Debt.

For purposes of this
covenant:

Applicable  Percentage  shall
mean (a) with  respect  to the fiscal  years                                      ended
on or prior to December 31, 2007,  70%; (b) with respect to the fiscal
                                     year ended  December  31,  2008,  75%;  (c) with
 respect to the fiscal year                                      ended  December  31,
 2009,  80%;  and (d) with  respect to the fiscal years
                                     ended on or after December 31, 2010, 85%.

Excess  Cash Flow shall
mean,  for any fiscal year,  EBITDA minus  capital
                                     expenditures,  minus interest and principal
 payments made in respect of the                                      Companys
 indebtedness,  minus tax payments,  plus or minus, as applicable,
                                     changes in working  capital,  plus, with respect to
fiscal years  commencing                                      on or after  January 1,
2006,  any Excess Cash Flow  amounts  from the prior
                                     fiscal  year that were not used to  prepay
 indebtedness  as a result of the                                      Minimum Cash
Balance limitation.

EBITDA  shall mean
the Companys  consolidated  earnings  before  interest
                                     expense, tax expense, and depreciation and
amortization  expense,  excluding                                      non-operating
 gains and  losses  (e.g.,  restructuring  expenses,  gains or
                                     losses from asset sales,  non cash  provisions  and
 non-recurring  gains or                                      losses).

Minimum Cash Balance shall
mean R$120 million,  adjusted annually by IGP-M                                      from
January 1, 2004 and adjusted for any  committed  expenses as of the end
                                     of the prior year that remain unpaid.

The  definitions  of
 Excess  Cash  Flow and  EBITDA  will be  defined  more
                                     precisely in the definitive documentation for the
New Instruments,  it being                                      understood that such
 definitions,  to be set forth in the New  Instruments,
                                     shall supersede the ones herein.

4.       Governmental
Authorizations

The Net Group
 Companies  shall  promptly  from time to time obtain or make,
                                     and  maintain  in  full  force  and  effect,   all
  licenses,   recordings,                                      registrations,   consents
 or  authorizations   of,  or  approvals  by,  any
                                     government  authority  from time to time  under  the
laws of Brazil  for the                                      making and  performance  by
them of the  Transaction  Documents  (as defined
                                     below).

5.       Limitation on
Asset Sales

The Net  Group
 Companies  will not  engage in the sale of  material  assets
                                     unless (a) the relevant company  receives
 consideration at the time of such                                      asset sale at
least  equal to fair market  value;  (b) except in the case of
                                     swaps  of  operating  assets  (to  be  further
 defined  in  the  definitive                                      agreements),  at least
 80% of the  consideration  therein  received  by the
                                     company  is in the form of cash;  (c) 80% of the net
 amount of said cash is                                      used to immediately  prepay
the  obligations  under the New Instruments on a                                      pro
rata basis in reverse  order of  maturity  (excluding  the  Subordinated
                                     Convertible  Debt until the Senior  Secured Debt has
been duly repaid);  (d)                                      such asset sale will not
materially  adversely  affect or materially  impair
                                     the value of the Collateral,  materially  impair the
ability to realize such                                      value or materially  impair
the  maintenance or operation of the Collateral;                                      and
(e) in the case of any  individual  sale of assets or series of sales of
                                     similar  assets  during  any  12-month  period  with
an  aggregate  value of                                      greater  than R$75  million
 (increased  annually  by IGP-M from  January 1,
                                     2004),  such sale or sales shall be subject to the
receipt of an independent                                      evaluation made by a
reputable third party.

6.       Limitation on
Capital Expenditures

The Net  Group
 Companies  will  not make any  capital  expenditure  for any
                                     fiscal year in excess of (a) in the case of 2004,
 US$50  million and (b) in                                      the case of any year
subsequent to 2004,  US$50 million  increased by the US
                                     consumer  price  index  from  December  31,  2003
 to  the  last  day of the                                      immediately  preceding
 year. The Net Group Companies shall not make capital
                                     expenditures  in any  fiscal  quarter  in  excess
 of 50% of the  applicable                                      maximum  for  the
 respective  fiscal  year.  Up to  20% of  the  amount  of
                                     permitted  Capital  Expenditures in any year may be
carried over to the next                                      subsequent  year. The
 limitation on capital  expenditures  provided  herein
                                     shall cease to exist from and after such time as the
 Maximum  Total Debt to                                      EBITDA  Ratio  measured  at
the  end of  each  of  four  consecutive  fiscal
                                     quarters is equal to or less than 1.0x.

7.       Limitation on
New Indebtedness

The Company shall not
incur new  indebtedness  for borrowed money (including
                                     by way of  capital  lease,  but not  including
 indebtedness  under  the New                                      Facility)  unless  (a)
it does not  result in any  breach  to the  financial
                                     covenants of the Plan,  (b) except in the case of
capital leases or purchase                                      money  indebtedness,  80%
of  proceeds  are used  promptly  to  prepay  debt
                                     existing  under the Plan on a pro rata  basis in
reverse  order of  maturity                                      (excluding the
 Subordinated  Convertible Debt until the Senior Secured Debt
                                     has  been  duly  repaid  under  the  Plan)  and (c)
such  incurrence  is not                                      otherwise prohibited in the
Transaction Documents.

8.       Prepayment
out of Equity Issuances

The  Company  shall
not issue any equity  unless it  applies  70% of the net
                                     cash  proceeds of the  issuance  that are in excess
of the  amount,  if any,                                      required to bring the
amount of the Companys  cash and cash  equivalents to
                                     a level equal to the Minimum  Cash Balance to prepay
its  obligations  under                                      the New  Instruments,
 ratably in reverse order of maturity  (excluding  the
                                     Subordinated  Debt  until the  Senior  Secured  Debt
has been duly and fully                                      repaid.)

9.       Limitation on
Liens

The Net Group
 Companies  shall not create any liens on any of their assets
                                      except for those expressly permitted in the
Transaction Documents.

10        Limitation
on Transactions with Affiliates

Except as  otherwise
 permitted  under the  Plan,  the Net Group  Companies
                                      shall not enter into any transaction  with any of
their affiliates that is:                                       (a) not in the ordinary
 course of  business,  (b)  inconsistent  with past
                                      practices,  or (c) on terms less  favorable to the
given company than on an                                       arms-length basis.

11.      Minimum
EBITDA to Interest Ratio

The Net Group
 Companies  shall  maintain the ratio,  as of the end of each
                                      fiscal  quarter,  of the  consolidated  last 12
month EBITDA minus  capital                                       expenditures  to
consolidated  last 12 month interest  expense on financing
                                      indebtedness  (pro forma for the new capital
 structure under the Plan, and                                       excluding  interest
 that is not  required  to be paid in cash) at least as
                                      follows:

|3Q 2004 through 4Q 2004 | 1.10x
|----------------------- | -----
|2005                    | 1.25x
|2006                    | 1.35x
|2007                    | 1.90x
|2008                    | 2.70x
|2009 onwards            | 4.80x

12.      Maximum Total
Debt (excluding Subordinated Convertible Debt) to EBITDA Ratio

The Net  Group
 Companies  shall  maintain  the ratio as of the end of each
                                      fiscal quarter of their  consolidated total debt
(including capital leases,                                       pro forma for the new
capital  structure  under the Plan, and excluding the
                                      Subordinated  Convertible  Debt until such time as
the Senior  Secured Debt                                       is fully  repaid) to their
 consolidated  last 12 months  EBITDA at no more
                                      than the following limits:

|3Q 2004 through 4Q 2004 | 3.2x
|----------------------- | ----
|2005                    | 3.0x
|2006                    | 2.5x
|2007                    | 2.0x
|2008 onwards            | 1.5x



13.      Notice of
Default

The Net Group
Companies shall notify the Creditors  promptly of any default
                                      or event of default.

14.      No
Transactions that Would Result in Violation of Financial Covenants

The  Net  Group
  Companies  shall  not  enter  into  any  transaction  if,
                                      immediately  following  the  consummation  thereof,
 they  would  not be in                                       compliance,  according to
the Net Group Companies pro forma  calculations,
                                      with the Total  Debt to  EBITDA  Ratio  covenant,
 the  EBITDA to  Interest                                       Expense Ratio covenant or
any other  financial  covenant to which they will
                                      be bound under the Plan.

15.      Pari Passu
Obligations

The Net Group
Companies shall always cause their  obligations under the New
                                      Instruments other than the Subordinated
 Convertible Debt, to rank at least                                       pari passu with
all of their other present and future secured debt.

16.      Prepayments
of Other Indebtedness

The Net Group
 Companies  shall not prepay any  principal due in respect of
                                      any  indebtedness  that is  outstanding  on the
effective date of the Plan,                                       defease any such debt
prior to any scheduled  payment date,  repurchase any
                                      such debt or purchase any participation therein
prior to maturity, except:

(a)      as
specifically permitted by the Plan; and

(b)      to the extent
that a pro rata  prepayment  (excluding  the
                                              Subordinated  Convertible  Debt until the
Senior  Secured  Debt has                                               been fully repaid
under the Plan) is contemporaneously  made to the
                                              Creditors in reverse order of maturity.

17.      Restricted
Payments

Until the full
 payment  of the  obligations  under the Plan,  the Net Group
                                     Companies will not make any Restricted Payments,
 which shall include: any                                      (a)  payment or
 distribution,  directly or  indirectly,  whether in cash or
                                     other  property,  in respect to the equity of the
relevant  company:  (i) in                                      respect to the Company,
 of any  dividends or any interest on capital  (juro
                                     sobre capital próprio),  except for interest on
capital which is immediately                                      and  fully  capitalized
 and as  otherwise  required  by  applicable  law or
                                     current  charter  documents,  (ii) in respect to the
purchase,  acquisition,                                      redemption,  retirement,
 defeasance,  or other acquisition for value of any
                                     of its capital  stock or any  warrants,  rights,  or
options to acquire such                                      capital  stock,  now or
 hereafter  outstanding,  or (iii) in respect of the
                                     return of any capital to the  Companys
 shareholders  as such, or (b) loans                                      made  by  the
 Net  Group  Companies  to any  affiliate  of  the  Net  Group
                                     Companies, except as expressly permitted by the New
Instruments.

In addition,  the
 Unrestricted  Subsidiaries  shall be  authorized  to make
                                     dividend  distributions  consistent with their
current dividend policy.  The                                      Net Group  Companies
that  participate  in such companies  shall not vote in
                                     favor of any change to such  current  policies  if
the effect of such change                                      is to increase the
required dividend distributions.

18.      Restrictions
on New Subsidiaries

Any new  subsidiary
 of the Net  Group  Companies  that  may be  created  or
                                     acquired  during the  effectiveness  of the Plan
shall become a Guarantor of                                      the New Instruments
under the Plan,  without any benefit of order (benefício
                                     de ordem),  except that the definitive
 documentation of the New Instruments                                      may provide
for unrestricted subsidiaries on customary terms.

19.      Corporate
Existence

Except as otherwise
 permitted  by the Plan or as it involves the  permitted
                                     merger of Net Group  Companies,  the Company will do
or cause to be done all                                      things  necessary  to
 preserve  and keep in full  force and  effect (a) its
                                     corporate  existence and the corporate,
 partnership,  or other existence of                                      each  of  its
 Subsidiaries  and  (b)  the  material  rights,  licenses  and
                                     franchises of the Net Group Companies.

20.      Creditor
Access to Company Records

The Net Group
 Companies  shall  maintain  appropriate  books  and  records.
                                     Subject to customary limitations,  including as to
confidentiality,  the Net                                      Group  Companies  shall
 permit  representatives  of the  Creditors,  at the
                                     expense of the Creditors,  to examine, copy and make
extracts of their books                                      and  records,  to inspect
 any of their  properties,  and to  discuss  their
                                     business and affairs with their officers and outside
 accountants,  provided                                      that during the period of an
Event of Default such  examination  shall be at                                      the
expense of the Company  (subject to  agreement  on a  reasonable  budget
                                     taking  into   consideration  a  scope  to  be
 reasonably  defined  by  the                                      Creditors).  The
Company will cause its  auditors to provide a  confidential
                                     report to the Creditors in a form to be agreed,  and
a copy of any report of                                      such auditors to Company
management.

21.      Corporate
Restructuring

The Net Group
 Companies  shall  covenant to take all measures  under their
                                      control  necessary to implement  the corporate
 restructuring  described on                                       Schedule 4 pursuant
to which the majority of the  Companys  subsidiaries
                                      will be  consolidated  by no later than  December
31, 2006, so long as such                                       restructuring does not
result in the loss of any tax loss carry forward.

22.      Permitted
Investments

The Net Group
 Companies  shall not  maintain  any  investments  except (a)
                                      existing  investments,  (b) future  investments  in
 Subsidiaries  that are                                       Guarantors  under the Plan,
 (c)(i) direct  obligations  of, or obligations                                       the
principal of and interest on which are  unconditionally  guaranteed by,
                                      the United  States of America (or by any agency
 thereof to the extent that                                       such  obligations  are
 backed by the full  faith and  credit of the United
                                      States  of  America),  (ii)  direct  obligations
 of,  or  obligations  the                                       principal of and
interest on which are  unconditionally  guaranteed by, the
                                      government of any other  country that has an
 investment  grade rating from                                       either  Moodys
 Investors  Service,  Inc.  or  Standard  & Poors  Ratings
                                      Services (or by any agency thereof to the extent
that such  obligations are                                       backed by the full faith
and credit of such  government)  and (iii)  direct
                                      obligations  of the  National  Treasury of Brazil
or of the Central Bank of                                       Brazil  that are
 accounted  for as  short-term  investments  by the holder
                                      thereof, (d) fixed-income mutual funds managed by a
financial  institution,                                       which  funds  are  either:
 (i)  widely-held  funds in which  the Net Group
                                      Companies  do not hold an  interest  in excess of
30% in the  aggregate  or                                       (ii)  permitted to invest
only in other  similar cash  equivalents  and (e)
                                      pre- or  post-fixed  certificates  of  deposit
 (certificados  de  depósito                                       bancário pré ou pós
fixados)  issued by any bank  organized  under the laws
                                      of Brazil that either:  (i) has an adjusted net
worth  (patrimônio  líquido                                       ajustado)  of at least
the  applicable  Brazilian  currency  equivalent  of
                                      US$100,000,000,  (ii) has a local rating with
 respect to its  certificates                                       of deposit of not
less than  investment  grade by Standard & Poors Ratings
                                      Services  (or its  affiliates),  Moodys  Investors
 Service,  Inc. (or its                                       affiliates)  or another
 nationally  recognized  rating agency in Brazil or
                                      (iii) is a branch or subsidiary of a  non-Brazilian
 bank that has a rating                                       in respect of its
short-term  obligations of not less than investment grade
                                      by  Standard  & Poors  Ratings  Services  (or its
 affiliates)  or Moodys                                       Investors Service,  Inc.
(or its affiliates),  and (d) other investments to
                                      be agreed permitted by the New Instruments.

23.      Other
Covenants

The Transaction
Documents shall include other customary covenants,
                                      including with respect to:

- Compliance
with Laws
- Payment of
Taxes
- Insurance
- Maintenance of
Properties
- Compliance
with Material Contracts
- Limitation on
charter amendments
- Limitation on
Accounting Changes
- Limitation on
Speculative Transactions
- No Changes in
Corporate Purpose



III.    Collateral and
Related Matters

The collateral
 package to secure the Net Group  Companies  obligations in
                               connection  with the  Senior  Secured  Debt until it is
fully  repaid  and,                                       thereafter, the Subordinated
Convertible Debt, will include the following:

a.  Subsidiaries Share
Pledge

Net Group  Companies
will pledge to the Creditors all of the  Subsidiaries                                      shares
held by them (the Pledged Subsidiary Shares).

b.  Network Assets
Pledge

The Net Group
 Companies  will pledge to the Creditors  all network  assets
                                      (Pledged  Network  Assets).  All Net  Group
 Companies  that own  network                                       assets will be
parties to a single  agreement.  Each pledged  asset will be
                                      duly  identified  in a schedule to the relevant
 agreement.  This  schedule                                       will be updated on a
quarterly basis.

c.  Receivables

Net Group  Companies
 operating in the cities of São Paulo,  Santos and Rio
                                      de Janeiro will pledge to the Creditors 100% of
their  accounts  receivable                                       from subscribers (the Pledged
 Receivables and, together with the Pledged
                                      Subsidiary   Shares,  the  Pledged  Network
 Assets,  and  the  Centralized                                       Accounts (as
defined  below),  the  Collateral).  A centralized  accounts
                                      structure  shall be established at the
 satisfaction  of the Creditors into                                       which the 100%
of the funds  relating  to the Pledged  Receivables  will be
                                      deposited  (the  Centralized  Accounts),  which
 funds will be applied as                                       described in the next
succeeding  paragraph.  The Centralized Accounts will
                                      be pledged to the Creditors.  Notwithstanding  the
foregoing,  the relevant                                       pledge agreement will
contain mutually satisfactory  provisions pursuant to
                                      which the  Creditors  right to  foreclose  on more
than 30% of the Pledged                                       Receivables or the proceeds
thereof will be restricted.

While there is no
default under the New Instruments by Net Group  Companies,
                                     the  funds  deposited  in  the  Centralized
 Accounts  will  be  immediately                                      transferred to one
or more separate  accounts of the Net Group  Companies to
                                     which the Net Group  Companies  will have
 unrestricted  access.  In case of                                      default and
 foreclosure,  30% of the funds flowing  through the Centralized
                                     Accounts  shall be used to repay the  Senior
 Secured  Debt  (and  after the                                      Senior Secured Debt
is fully repaid,  the  Subordinated  Convertible  Debt),
                                     and the remaining 70% of the funds flowing through
the Centralized  Accounts                                      will be immediately
 transferred to one or more separate accounts of the Net
                                     Group  Companies  to which the Net Group  Companies
 will have  unrestricted                                      access.

Any  security
 interest  in  the  Collateral  referred  to  above  shall  be
                                     perfected in accordance  with the duly  applicable
 laws and shall be in any                                      case  of  first  priority.
 All  costs  and  expenses  associated  with  the
                                     perfection and  maintenance  of the security
 interests will be borne by the                                      Company.

IV.      Company and
Intercreditor Covenants

Under the Transaction
Documents:

- The Company
shall  covenant to inform the  Collateral  Agent within
                                              two business days of becoming aware
 thereof,  of the occurrence of                                               any (a)
default or event of default,  (b) action by any Creditor to
                                              accelerate  the debt owing to it by the Net
Group  Companies or (c)                                               legal action by any
Creditor to enforce such debt.

- The
 Intercreditor  Agreement  shall establish that any enforcement
                                              action in respect of the  Collateral and
any waiver or amendment of                                               the
 Intercreditor  Agreement  or  the  documents  formalizing  the
                                              pledge  of the  Collateral  shall be
 subject  to the  approval  of                                               Creditors
  representing  no  less  than  60%  of  all  outstanding
                                              obligations  under the Senior  Secured
 Debt and,  after the Senior                                               Secured   Debt
 has  been  repaid  in  full,   two-thirds   of  all
                                              outstanding obligations under the
Convertible Subordinated Debt.

- If the
 Creditors  order the  Collateral  Agent to foreclose on the
                                              Collateral, the proceeds thereof will be
applied as follows:


first,  to
 pay  fees,  expenses  and  other  amounts  due  to  the
                                                   Collateral Agent;second,  pro
rata,  to each holder of Senior  Secured Debt to repay
                                                   interest,  fees,  expenses and other
 amounts then due to such                                                    holders;third,  pro
rata,  to each holder of Senior  Secured  Debt to repay
                                                   principal then due to such holders;fourth,  pro
rata, to each holder of Subordinated  Convertible Debt
                                                   to repay interest,  fees,  expenses
and other amounts then due                                                    to such
holders;fifth,  pro
rata, to each holder of Subordinated  Convertible  Debt
                                                   to repay principal then due to such
holders; andsixth, to be
returned to the Net Group  Companies,  as the case may
                                                   be.
- first,  to
 pay  fees,  expenses  and  other  amounts  due  to  the
                                                   Collateral Agent;
- second,  pro
rata,  to each holder of Senior  Secured Debt to repay
                                                   interest,  fees,  expenses and other
 amounts then due to such                                                    holders;
- third,  pro
rata,  to each holder of Senior  Secured  Debt to repay
                                                   principal then due to such holders;
- fourth,  pro
rata, to each holder of Subordinated  Convertible Debt
                                                   to repay interest,  fees,  expenses
and other amounts then due                                                    to such
holders;
- fifth,  pro
rata, to each holder of Subordinated  Convertible  Debt
                                                   to repay principal then due to such
holders; and
- sixth, to be
returned to the Net Group  Companies,  as the case may
                                                   be.



V.
      Representations and      Warranties

The New Instruments
will contain  customary and appropriate  representations                            and
 warranties  from all Net  Group  Companies,  as shall be  agreed by the
                                     Company and the Creditors.  Subject to customary and
appropriate  exceptions                                      and limitations, such
representations shall include, but not be limited to:

- Net Group
Companies are duly incorporated,  authorized and licensed
                                          to carry out their business and are validly
existing.

- Net  Group
  Companies   have  powers,   approvals,   authorization
                                          (including  corporate  authorizations)  and
 licenses to enter into the                                           transactions.

- Enforceability
of Transaction Documents.

- Status of
existing indebtedness.

- Status of the
corporate capital of each of the Net Group Companies.

- Delivery and
accuracy of financial  statements in  accordance  with
                                          Brazilian  GAAP  duly  audited  regarding  the
 fiscal  year  ended  on                                           December 31, 2003,
including as regards liabilities reflected therein.

- Delivery and
accuracy of unaudited quarterly  financial  statements
                                          for periods after December 31, 2003.

- No material
adverse change since March 31, 2004.

- No conflicts.

- Net Group
 Companies  have good title or valid  leasehold  of their
                                          properties.

- Intellectual
property issues.

- Non-existence
of liens.

- Compliance
with laws, regulations and agreements.

- Terms  and
 conditions  and   enforceability   of  programming  and
                                          suppliers agreements and their respective debt
renegotiation.

- Accuracy of
disclosure.

- Absence of any
agreement  between the Company and any Creditor that
                                          is in conflict with the Plan.



VI.      Events of
Default

The New  Instruments
 will contain  events of default  customarily  found in
                                     similar financings, including, without limitation,
the following:

- Failure  to
pay  any  sum  when  due in  accordance  with  the  New
                                          Instruments (subject to applicable grace
periods to be negotiated).

- Material
misrepresentation.

- Failure  to
 maintain   any   financial   ratio   required  by  the
                                          Transaction Documents.

- Failure  to
 perform or comply  with  (within a specific  period of
                                          time,  where  customary and  appropriate,
 after notice or knowledge of                                           such failure) any
other term or covenant of the Transaction Documents.

- Default  on
debt  obligations  in a  principal  amount in excess of
                                          R$30  million,  as  adjusted  by IGP-M  since
 January 1, 2004,  if the                                           effect of such
 default is to cause or permit the  acceleration  of the
                                          maturity of the obligation.

- Any
 bankruptcy,  concordata,  intervenção,  insolvency  or similar
                                          proceeding  instituted  against  the Net  Group
 Companies  that is not                                           fully secured by a depósito
elisivo.

- The entry of
one or more  judgments  aggregating  in excess of R$30
                                          million,  as adjusted by IGP-M since  January
1, 2004,  against any Net                                           Group Company that
remains  unsatisfied and with respect to which there
                                          shall  be a  period  of 30  consecutive  days
 during  which  a stay of                                           enforcement,  by
reason of a pending  appeal (or right of appeal),  the
                                          posting  of a  guarantee  (penhora),  or
 otherwise,  shall  not  be in                                           effect.

- Unenforceability
 against any Net Group Company of any  Transaction
                                          Document.

- Failure,  at
any time, of any security  document of the Plan (other
                                          than to the extent  permitted  by the terms
 thereof) to create a valid                                           and  perfected
 first  priority   security  interest  in  any  material
                                          Collateral purported to be covered thereby.

- Any
expropriation,  confiscation,  requisition,  nationalization or
                                          other action by the  Brazilian  Government
 that deprives the Net Group                                           Companies of a
substantial portion of their assets.

- A change of
 control,  as  defined  in the  current  by-laws of the
                                          Company  (subject  to  such  exceptions  as
 may  be  agreed  to in the                                           definitive
 documentation of the New Instruments);  it being understood
                                          that any decrease in the percentage  ownership
of the Companys  voting                                           stock by the
Controlling  Shareholders or their  affiliates as a result
                                          of the Companys  listing on the Novo Mercado
and the corporate actions                                           required to
 consummate  such listing will not give rise to a change of
                                          control.

- Any
 inability,  legal or de facto,  of the Net Group  Companies to
                                          receive or remit U.S.  Dollars  necessary to
pay obligations  under the                                           New  Instruments,
 which results from: (a) any restriction or action by
                                          the  Central  Bank  of  Brazil  or the
 Brazilian  Government;  (b) any                                           declaration
 of banking  moratorium  or suspension of payments by banks
                                          in Brazil;  or (c) any war,  civil  strike or
other  similar  events or                                           escalation thereof in
which Brazil is involved.

During the
 continuance  of any event of default,  the debt evidenced by the
                                     New  Instruments  under any facility may be
 accelerated at the direction of                                      Creditors  holders
 of  Senior  Secured  Debt  representing  no less  than a
                                     majority of all outstanding  obligations under such
facility  (excluding the                                      Subordinated  Convertible
 Debt  until  the  Senior  Secured  Debt is  fully
                                     repaid).

Notwithstanding  the
foregoing,  any inability of the Net Group Companies to
                                     pay any  amount  due in U.S.  Dollars  as a result
 of any law,  regulation,                                      directive,   communication
 or  action  imposed,  issued  or  taken  by  the
                                     Government  of  Brazil  or the  Central  Bank  of
 Brazil  or any  competent                                      authority   in  Brazil
  imposing   foreign   exchange   controls  or  other
                                     restrictions  which has the effect of  prohibiting,
 preventing  or delaying                                      the  payments in U.S.
 Dollars to the  Creditors  (any of the  foregoing,  a
                                     Dollar Constraint),  will not constitute an Event
of Default provided that                                      the Company complies with
the following provisions,  and provided,  further,
                                     that this  provision  will be  modified  in respect
 of any New  Instruments                                      having the benefit of
political  risk  insurance or  guarantees  in order to
                                     allow the  Creditor to take  advantage  of such
 insurance  or  guarantee in                                      these  circumstances.
 In case the  Company  shall  determine  that a Dollar
                                     Constraint  has  occurred  and will  affect any
 payment  regarding  the New                                      Instruments,  the
Company shall notify the affected  Creditors and each such
                                     affected  Creditor  may  elect,  in its sole
 discretion,  to  receive  such                                      payment  either (i)
in Brazil in the lawful  currency  of Brazil on the date
                                     such  payment  is due;  or (ii)  abroad in US
 Dollars  promptly  after such                                      Dollar  Constraint
 ceases to exist.  In respect of the  amounts  due to any
                                     Creditor that elects item (ii),  the Company must
deposit,  on the due date,                                      in an  escrow  account
 for the  benefit  of such  Creditor,  the  Brazilian
                                     currency  equivalent of the amount otherwise due in
U.S.  Dollars.  Upon the                                      termination  of the Dollar
 Constraint,  the Company shall convert the funds                                      so
 deposited  in escrow into U.S.  Dollars and remit to such  Creditor  the
                                     amount so converted  together with such additional
 amount,  if any, of U.S.                                      Dollars that may be
necessary for the payment of the amount originally due.

VII.    Other Issues

a.  Governance

The Creditors who
choose to receive  Common Shares  (including  those Common
                                     Shares  arising out of the  conversion  of
 Subordinated  Convertible  Debt)                                      shall be  entitled
 to, at their sole  option,  enter  into a new  Companys
                                     shareholders  agreement  (Shareholders  Agreement),
 through a Brazilian                                      holding  company and an
offshore  holding company (the  Creditors  Holding
                                     Companies,  or CHC),  with the Controlling
 Shareholders and the Company,                                      provided  that such
option will be structured to avoid any need for the CHCs
                                     to be registered under the U.S.  Securities Act,
 Exchange Act or Investment                                      Company Act.  The
 adherence to the  Shareholders  Agreement  shall be made
                                     exclusively  through the contribution of Common
Shares to CHC within 90 days                                      of the  debt/equity
 swap  date.  Subject  to  the  provisions  of the  next
                                     paragraph  below,  during this  90-day  period such
shares may be (i) freely                                      tradable among the
Creditors  participating in the Plan, it being understood
                                     that shares  resulting  from the conversion of the
Net Sul Notes may only be                                      transferred  to
 non-Brazilian  residents,  and  (ii)  tradable  with  third
                                     parties,  provided  that in this latter case,
 Creditors  will be granted a                                      5-day period to
exercise their  respective  rights of first refusal and such
                                     third parties may not contribute their shares into
CHCs corporate  capital,                                      provided  further that no
such third party may become a shareholder  of CHC.
                                     Any Common  Shares that are not  contributed  into
CHCs  corporate  capital                                      within the 90-day  period
set forth herein  shall be freely  tradable at any
                                     time (subject to the  restrictions  set forth in the
 following  paragraph).                                      The  corporate  documents of
the CHC will not allow any Creditor that is not                                      a
financial  institution  and that operates or is Affiliated  with a company
                                     that operates in the media,  telecom or internet
 sectors to have any voting                                      rights in respect of the
CHC. The corporate  documents of CHC  (particularly
                                     in the CHC  shareholders  agreement)  shall not
conflict with any provision                                      herein or any provision
of the Shareholders Agreement.

Notwithstanding the
generality of the foregoing,  and in order to permit the
                                     Net Group  Companies to comply with the  applicable
 Brazilian tax laws, all                                      Net Shares or ADRs
 received  by  Creditors  as a result of the  debt/equity
                                     swap  of  the  Net  Sul  Notes  shall  be
 non-tradable   until  the  eighth                                      anniversary of
the issuance of the Net Sul Notes (October 31, 2005),  except
                                     to the extent that the Company and the Creditors
 agree on a structure  that                                      allows such transfers
without  jeopardizing the tax benefits associated with
                                     the Net Sul Notes.  With the  exception  of the
 preferred  shares under the                                      debt to  equity  swap
 of the  Net Sul  Notes  referred  to  above,  all the
                                     preferred  shares  received  by  Creditors  as  part
 of the  plan  will  be                                      immediately freely tradable.
                                     Any  transfer  of CHC shares  shall be  subject  to
other CHC  shareholders                                     right of first refusal.
 Only if the other CHC  shareholders do not exercise
                                     their  right of first  refusal is that the other
 shareholders  party to the                                      Shareholders  Agreement
will have a right of first refusal in proportion to
                                     their common  shareholding in the Company,  it being
understood that in such                                      an event, the other
shareholders party to the Shareholders  Agreement shall
                                     be entitled to receive the  underlying Net Shares
rather than CHC shares and                                      that such Net Shares will
be released from the CHC.

CHC shall have the
same first refusal, preemptive,  tag-along and drag-along
                                     rights  currently  provided  under  the  Shareholders  Agreement,
 it being                                      understood,  however, that the other
shareholders party to the Shareholders                                     Agreement
 shall not have any  tag-along  right  (other than the one already
                                     contemplated  in the  Companys  by-laws)  in
 connection  with  any sale of                                      shares made by CHC
and that CHC may at any time after  giving  notice to the
                                     other shareholder  party to the Shareholders  Agreement
request the release                                      of its  shares  from the
 Shareholders  Agreement  and effect a sale at the
                                     stock exchange;  it being  understood that in that
case the acquirer of such                                      shares  will  not be
 party  to the  Shareholders  Agreement.  Any  private
                                     transaction  involving  shares held by CHC will be
subject to right of first                                      refusal  of the other
 shareholders  party to the  Shareholders  Agreement.
                                     Moreover,  CHC shall have the same  right  presently
 granted  to  BNDESpar,                                      pursuant  to which it shall
be  entitled  to divest its shares by means of a
                                     public offer.

Certain matters to be
approved at  Shareholders  General Meetings and Board
                                     of Directors  meetings  shall be subject to the
approval of Globopar and at                                      least two of CHC,
 Bradespar  and  Bndespar,  while  other  matters  will be
                                     subject  to the  favorable  vote of CHC.  For such
 purposes,  Schedule  5                                     hereto  summarizes  the
 changes  to be  implemented  in  the  Shareholders                                     Agreement.

Moreover,  CHC  will
 have  the  right  to  jointly  appoint  one  Board  of
                                     Directors  member and one Audit Committee or
Supervisory  Board  (Conselho                                      Fiscal) member of
the Company.

The governance rights
granted to CHC under the Shareholders  Agreement will
                                     be  valid  as long as CHC  holds  at  least  3.5% of
the Net  Common  Shares                                      outstanding  at any time (as
 adjusted to reflect the  dilution of such 3.5%                                      as a
result of the issuance of Common Shares to Globopar in connection  with
                                     the  capitalization of tax credits).  The special
 governance rights granted                                      to the CHC,  which are
set forth in their entirety in item 1 of Schedule 5                                     to
this Term Sheet,  shall be valid (a) for so long as CHC holds a number of
                                     shares equal to or greater than 8.0% of the
 outstanding  Net Common  Shares                                      (as  adjusted  to
 reflect  the  dilution  of such  8.0% as a result  of the
                                     issuance of Common Shares to Globopar in connection
with the  capitalization                                      of tax  credits)  or  (b) for
a period  ending 10 years as from the  Closing                                      Date,
 whichever occurs first. If on the 4th anniversary of the Closing Date
                                     the Company has fully complied with its payment
 obligations  arising out of                                      the Plan,  then the
time  period  referred  to in letter (b) above  would be
                                     deemed to be reduced to 4 years as from the Closing
Date.

b.  Governance of
Holding Companies

The incorporation
 documents and additional  governance documents of the CHC                will establish,
among other things:

- Procedure for
sale of the shares held in the Company.

- Rules on
transfer of CHC shares.

- Governance
rules.

- Exercise of
voting rights at the CHC level.

c.  Financial Adviser
                   Compensation

The monthly  advisory
fee due by the Net Group  Companies to the  Blackstone Group  shall  not  exceed
 US$150,000  and the  restructuring  fee shall not
                                     exceed US$3,000,000.

d.  Globopar Credits

Schedule  6 sets
forth all Credit  Amounts  held by  Globopar as April 30,
                                     2004 and all tax  credits  held by  Globopar  in
 relation  to the  Company.                                      Globopar  shall be
entitled to  capitalize  its credits  against the Company
                                     (consisting  of debentures  currently  held by it,
any subrogated IFC credit                                      and  tax  credits)  in the
 issuance  of  Net  Shares  that  will  occur  in
                                     connection with the restructuring.

VIII.    Documentation

The Plan will be
 implemented  through the execution of the  following  main
                                     documents, among others (the Transaction Documents):

- New
Instruments.

- Debt
Confession Instruments.

- Intercreditor
Agreement.

- New
Shareholders Agreement.

- Security
Agreements:



Subsidiaries
Share Pledge Agreement.Network Assets
Pledge Agreement.Receivables
Pledge Agreement.
- Subsidiaries
Share Pledge Agreement.
- Network Assets
Pledge Agreement.
- Receivables
Pledge Agreement.
- Holding
  Companies   corporate   documentation  and  Shareholders                                          Agreements.



IX.      Miscellaneous

a.  Increased Costs

The Net Group
 Companies will  indemnify  each Creditor  holding LIBOR loans
                                     for its  actual  and  documented  losses,  if any,
 due to  increased  costs                                      associated  with such
 Creditors  agreement  to make,  fund or maintain the
                                     debt that arise as a result of a change of law that
 increases in the amount                                      of capital  required to be
maintained  by such  Creditor or any  corporation
                                     controlling  such  Creditor  in respect of the New
 Instruments,  subject to                                      customary exceptions and
qualifications to be agreed.

b.  Payment Free and
Clear of Withholding and IOF Taxes

All  payments  under
 the   Dollar-denominated   New  Instruments  held  by              non-Brazilian
 persons will be made free and clear of Brazilian withholding
                                      taxes.

c.  CDI Rate

If for any  reason
 the CDI  rate  can not be  validly  used as an index to
                                      adjust the economic  terms set forth under the
Plan, the SELIC rate (or its                                       successor) shall
apply,  provided that if the  impossibility to use the CDI
                                      rate is temporary,  the CDI rate shall apply to the
Plan immediately  after                                       such impossibility ceases.

d.  Amendment and
Waiver

Amendment and waiver
of any  provision  under each New  Instrument  and any
                                      other  Transaction  Document  may be effected by
the  approval of Creditors                                       representing  no less
than 2/3 of all  outstanding  obligations  under such
                                      New  Instrument  (except  in  the  case  of  New
 Instruments  constituting                                       publicly  traded notes
or debentures,  which will have amendment and waiver
                                      provisions   consistent  with  those  of  the
 Multicanal   Notes  and  the                                       Debentures,
 respectively),  provided that (x) no such  amendment or waiver
                                      shall  release  any of the  Collateral  without the
 approval of  Creditors                                       representing  at least  85%
of the  outstanding  obligations  under the New
                                      Instruments  (subject to  customary  exceptions
 and  qualifications  to be                                       contained in the
 definitive  documents for the New  Instruments  regarding
                                      sales of properties  permitted under the definitive
 documentation) and (y)                                       no such  amendment or
waiver  shall,  without the consent of each  Creditor
                                      affected,  (i) reduce the  outstanding  principal
 amount of the debt, (ii)                                       reduce the rate of
interest thereon,  (iii) postpone the time or change the
                                      place or the  currency of payments  to be made on
the debt,  (iv)  increase                                       commitments, or (v)
reduce fees.

Any  amendment  to any
New  Instrument  that would  cause an increase of the
                                     interest rate,  fees,  penalties or other amounts
payable  thereunder by the                                      Net  Group  Companies  or
an  amendment  to any of the  scheduled  principal
                                     repayment  dates  thereunder  if the effect  thereof
is to require  that any                                      such  repayment be made
 earlier  will also require the express  approval of
                                     Creditors   representing   no  less  than
  two-thirds  of  all  outstanding                                      obligations under
all New Instruments.

e.  Costs and Expenses

The Company  will
 reimburse or pay  reasonable  and  documented  costs and
                                      expenses  of  the  Collateral  Agent  (not
 including   Collateral  Agents                                       internal
  counsel)   incurred   in   connection   with  the   transactions
                                      contemplated hereby.

The Company will pay
the  reasonable  and  documented  costs and expenses of
                                     the  Committed  Creditors,  as set  forth  in  the
 Commitment  Letter.  The                                      Company  will also pay any
IOF or CPMF taxes due as a result of the  funding                                      of
any New  Instruments,  and will  reimburse  the  Creditors  for any fines
                                     imposed by  governmental  entities as a result of
foreign  exchange laws and                                      regulations  related to
import  facilities that have not been timely settled
                                     as a result of the default of a Net Group Company.

The Company will
reimburse or pay the  reasonable  and documented  costs and
                                     expenses (including reasonable attorneys  fees)incurred
through the Closing                                      Date in connection with the
structuring and formation of the CHC.

f.  Other

Indemnification  of
the Collateral  Agent and Creditors for any liabilities
                                      arising out of the Plan.

X.      Conditions
Precedent to  Effectiveness

Customary conditions,
including:

a.  Adherence

At least 95% of all
 Creditors  shall  have  formally  adhered to the Plan,
                                      provided that individual  Creditors that do not
adhere to the Plan shall be                                       acceptable to a
majority of the Committed Creditors.

b.  Management
Compensation plan

There shall have been
no material  changes to the  management  compensation
                                  plan and the CEO  retention  plan  previously
 disclosed  to the  Committed                                       Creditors.

c.  Programming
Agreements

A  majority  of  the
 Committed  Creditors  shall  be  satisfied  with  the
                                      programming agreements renegotiation.

d.  Governmental
 Approval

All  governmental
 approvals  necessary  to be  obtained  by the Company in
                                      connection  with the Plan shall have been obtained,
 including the approval                                       of the  Central  Bank of
Brazil  of the  relevant  amendments  to terms and
                                      conditions  of the  current  foreign  obligations
 and the  granting of any                                       offshore corporate
guarantees, as applicable.

e.  Legal Opinions and
 Officers and Auditor Certificates

Customary  legal
opinions of Companys  counsel for Brazilian and U.S. law,                   as well as
for any other  applicable  jurisdiction,  and Companys  officer
                          and auditor  certificates  shall have been delivered for the
benefit of the                                       Collateral  Agent  and the
 Creditors  in  form  and  substance  reasonably
                                      satisfactory to a majority of the Committed
Creditors.

f.  Third Party
Consents

Any  necessary  third
party  consents  and  waivers,  including  as regards
                                      negative pledge and ratable security covenants,
shall have been obtained.

g.  Collateral

Collateral  will have
been pledged to the  Creditors as required  under the
                                      Plan.

h.  Credit Committee
Approval

The credit  committees
 of the relevant  Creditors  shall have approved the
                                      Plan.

i.  Material Adverse
Changes

There  shall have
 occurred  no material  adverse  change in the  business,
                                      condition (financial or otherwise), operations,
 performance, properties or                                       prospects of the Net
Group Companies since March 31, 2004.

j.  Litigation

There  shall  exist
 no  action,  suit,   investigation,   litigation,   or
                                      proceeding  pending or threatened in any court or
before any  arbitrator or                                       governmental
 instrumentality  that would  reasonably be expected to have a
                                      material   adverse  effect  on  the  business,
  condition   (financial  or                                       otherwise),
 operations,  performance,  properties  or prospects of the Net
                                      Group Companies other than  litigation  already
 disclosed by the Net Group                                       Companies.

k.  Payment of Fees
and  Expenses

All accrued
 reasonable and documented  fees and expenses of the Collateral
                              Agent (including  reasonable fees and expenses of counsel
to the Collateral                                       Agent) shall have been paid in
full.

l.  Representations
and Warranties

Bring-down of
representations and warranties.

XI.     Governing Law

All   Transaction
  Documentsexcept   for  U.S.   Dollar-denominated   New
                                      Instruments  related  to the  Notes and  Commercial
 Loans,  which  will be                                       governed by New York lawwill
be governed by the laws of Brazil.

XII.    Jurisdiction

Any dispute  involving
the Brazilian law agreements shall be settled by the
                                      courts  sitting in the City and State of São Paulo,
 while the New York law                                       agreements  shall be
settled by courts sitting in the Borough of Manhattan,
                                      City  and  State  of New  York.  Agent  for
 service  of  process  shall be                                       appointed by the
Net Group Companies in New York at their expense.

XIII.
  Confidentiality

Unless  otherwise  set
forth in the  Transaction  Documents,  the terms and
                                      conditions   contemplated   by  this  term   sheet
  shall  be  treated  as                                       confidential information
by the parties.

XIV.    Language

This Plan  shall be
 executed  in the  English  and  Portuguese  languages.
                                      Should  there be any  inconsistency  between  the
 English  version and the                                       Portuguese  version,  the
 Portuguese  version shall prevail for agreements
                                      governed by Brazilian law and English will prevail
for agreements  governed                                       by New York law.



Schedule 1 to the Term
Sheet

Unrestricted
Subsidiaries

The following
 subsidiaries have other shareholders not controlled by the Company.  Subsidiaries of
Unrestricted  Subsidiaries are also deemed to be  Unrestricted  Subsidiaries.  The
Company shall get formal  agreement of such  Subsidiaries to the  implementation  of the
Plan. The equity participation of Net Group Companies in the Unrestricted Subsidiaries
will be pledged as part of the Collateral.

- TV Cabo e
Comunicações de Jundiaí S.A.

- Televisão A
Cabo Criciúma Ltda.

- Broadband
joint venture (subject to the approval of a majority of the Committed Creditors)



Schedule 2 to the Term
Sheet

List of Net Group
Companies Commercial Loans

|Debt Outstanding Position
- 03/31/04 |                             |                  |             |            |                         
|------------------------------------ | --------------------------- | ---------------- | ----------- | ---------- | ------------------------
|                                    
|Borrower                             | Credit Facility             | Creditor/Trustee | Inital Date | Maturity   | Original Borrowed Amount
|                                    
|Net
    Serviços                     | IFC Investment (1)          | IFC              | 30/03/1995  | 15/10/2004 | USD 17.100.000,00       
|Net
    Serviços                     | Senior Guaranteed Notes (2) | Wells Fargo      | 18/06/1996  | 18/06/2004 | USD 185.000.000,00      
|Net
    Serviços                     | Working Capital             | Banrisul         | 11/04/2001  | 12/04/2003 | R$ 25.000.000,00        
|Net
    Serviços                     | Working Capital             | BBA              | 18/11/2002  | 18/12/2002 | R$ 4.647.987,16         
|Net
    Serviços                     | Working Capital (3)         | Unibanco         | 30/09/2002  | 30/10/2002 | R$ 72.167.572,05        
|Net
    Serviços                     | Res. 63 (4)                 | BBA              | 18/11/2002  | 18/12/2002 | USD 1.949.690,89        
|Net
    Serviços                     | Res. 63 (4)                 | BBA              | 18/11/2002  | 18/12/2002 | USD 1.951.434,13        
|Net
    Serviços                     | Res. 63 (4)                 | BBA              | 18/11/2002  | 18/12/2002 | USD 1.811.880,67        
|Net
    Serviços                     | Res. 63 (4)                 | BBA              | 18/11/2002  | 18/12/2002 | USD 1.642.183,21        
|Net
    Serviços                     | Res. 63 (4)                 | BBA              | 18/11/2002  | 18/12/2002 | USD 2.674.356,44        
|Net
    Serviços                     | US$-CDI Swap (5)            | BBA              | 18/11/2002  | 18/12/2002 |                         
|Net
    Serviços                     | Res. 63                     | BNL              | 12/06/2002  | 10/12/2002 | USD 7.000.000,00        
|Net
    Serviços                     | 2nd Public Issuance         | Oliveira Trust   | 01/12/1999  | 01/12/2006 | R$ 350.000.000,00       
|Net
    Serviços                     | 3rd Public Issuance         | SLW              | 01/12/2000  | 01/12/2003 | R$ 195.140.000,00       
|Net Campinas                         | Eximbank (6)                | BCN              | 17/06/2002  | 16/12/2002 | USD 508.209,50          
|Net Campinas                         | Eximbank (6)                | Unibanco         | 13/04/1998  | 19/05/2003 | USD 364.116,59          
|Net Campinas                         | Eximbank (6)                | Unibanco         | 13/04/1998  | 02/06/2003 | USD 635.800,07          
|Net Campinas                         | Eximbank (6)                | Unibanco         | 27/04/1998  | 02/06/2003 | USD 342.868,14          
|Net Rio                              | IFC Investment (1)          | IFC              | 30/03/1995  | 15/10/2004 | USD 7.700.000,00        
|Net Rio                              | Working Capital (3)         | Boston           | 30/09/2002  | 30/10/2002 | R$ 6.733.964,16         
|Reyc                                 | Working Capital             | BBA              | 18/11/2002  | 18/12/2002 | R$ 1.963.917,11         
|Reyc                                 | Working Capital             | BBA              | 18/11/2002  | 18/12/2002 | R$ 1.100.686,22         
|Reyc                                 | Working Capital (3)         | Boston           | 30/09/2002  | 30/10/2002 | R$ 3.951.962,06         
|Reyc                                 | Working Capital (7)         | Brascan          | 29/11/2002  | 30/12/2002 | R$ 12.885.300,00        
|Reyc                                 | Fixed Rate-CDI Swap (8)     | Brascan          | 29/11/2002  | 30/12/2002 |                         
|Reyc                                 | Finimp                      | Banco do Brasil  | 16/07/2002  | 13/12/2002 | USD 8.027.243,32        
|Reyc                                 | Finimp                      | Banco do Brasil  | 12/11/2002  | 06/01/2003 | USD 5.268.860,92        
|Reyc                                 | Finimp                      | Banco do Brasil  | 28/11/2002  | 06/01/2003 | USD 2.024.459,30        
|Reyc                                 | Res. 63                     | Santander        | 21/03/2003  | 22/04/2003 | USD 2.647.571,50        
|DR                                   | Working Capital             | BBA              | 18/11/2002  | 18/12/2002 | R$ 2.745.332,90         
|DR                                   | IFC Investment (1)          | IFC              | 30/03/1995  | 15/10/2004 | USD 8.000.000,00        
|Net
    Paraná                       | Finimp                      | Banco do Brasil  | 13/11/2002  | 06/01/2003 | USD 136.606,00          
|Net
    Paraná                       | IFC Investment (1)          | IFC              | 30/03/1995  | 15/10/2004 | USD 2.200.000,00        
|Net Sul                              | Floating Rate Notes         | Wells Fargo      | 31/10/1997  | 15/10/2005 | USD 48.000.000,00       
|Net Sul                              | Floating Rate Notes         | Wells Fargo      | 31/10/1997  | 15/10/2005 | USD 32.000.000,00       
|Vicom                                | Eximbank (6)                | Boston           | 20/10/1997  | 15/07/2003 | USD 2.125.000,00        
|Vicom                                | Eximbank (6)                | Boston           | 22/06/1998  | 04/08/2004 | USD 3.954.285,00        
|Vicom                                | Eximbank (6)                | Boston           | 19/08/1999  | 08/08/2005 | USD 2.400.000,00        
|Total                                |                             |                  |             |            |                         
|                                    



|(1) |  | IFC
Loan currently held by Globopar by virtue of Subrogation; Original Borrowed Amount
Includes only A Loan facility
|--- |  | --------------------------------------------------------------------------------------------------------------------

|(2) |  | Multicanal
Senior Guaranteed Notes matures with a 5% premium, not included in principal amount
|--- |  | ----------------------------------------------------------------------------------------------

|(3) |  | Interest
rates due over contractual period settled at original maturity
|--- |  | -----------------------------------------------------------------------

|(4) |  | Res.
63 facilities hedged by a US$ x CDI swap; Effective interest rates of facility of CDI +
5.0%
|--- |  | -------------------------------------------------------------------------------------------------

|(5) |  | US$-CDI
Swap agreement hedged Res. 63 facility, producing an effective rate of CDI + 5.0% p.y.;
Initial notional amount of US$ 10.029.545,34
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Principal
amount reflect outstanding balance after taking into consideration performed
amortizations; Original Borrowed Amount includes the maximum       amount of borrowing
alllowed by the facility
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Working
Capital facility hedged by a Fixed Rate x CDI swap;
|--- |  | -----------------------------------------------------------

|(8) |  | Fixed
Rate-CDI Swap agreement hedged Working Capital facility; Initial notional amount of R$
12.885.300,00
|--- |  | ----------------------------------------------------------------------------------------------------------

|* |  | Includes
outstanding principal and interest accrued and unpaid through March 31, 2004, excluding
 commissions or penalties, based upon the information contained in the books of the
Company but without prejudice to the rights of the holders of the respective instruments
or to the Company. Ptax 31/03/04    2,9086
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Schedule
3 to the Term Sheet

New Facility Main Terms
and Conditions

|Parties         | Net
          Serviços de Comunicação S.A.
    ( Net ), International Finance Corporation and the Collateral Agent                                                                                                                                                                                                                                 
|--------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Amount          | The US $ equivalent to an amount up to R$120 million.                                                                                                                                                                                                                                                                                                
|Interest Rate   | LIBOR (6 months) plus spread of (i) 5% in 2004, 2005 and 2006; (ii) 5,5% in 2007; (iii) 6,0% in 2008; and (iv) 6,5% in 2009 and 2010.                                                                                                                                                                                                                
|Collateral      | Same Collateral as for Senior Secured Debt, as provided
    in the Term Sheet.                                                                                                                                                                                                                                                                       
|Fees            | Up front fee: 1,0%
        Commitment fee: 0,5% per year
        Guarantee fee (if guarantee facility used): 4,5% each year from 2004
    to 2010.                                                                                                                                                                                                   
|Use of Proceeds | Repurchase part of Net Group Companies outstanding indebtedness at a price no greater than 60% of the
amount of such claim (80% or more of the commitment) and for working capital (no more than 20% of
commitment).                                                                                                                                
|Amortization    | Eight equal semi-annual payments following a two and one-half year grace period.                                                                                                                                                                                                                                                                     
|FX Cap          | Up to 1/3 of the principal may be subject
        to exchange rate cap as follows (subject to agreement by IFC):                                                                                                                                                                                                                                     
|Year            | R$/US$                                                                                                                                                                                                                                                                                                                                               
|2007            | 4,5                                                                                                                                                                                                                                                                                                                                                  
|2008            | 4,5                                                                                                                                                                                                                                                                                                                                                  
|2009            | 5,0                                                                                                                                                                                                                                                                                                                                                  
|2010            | 5,0                                                                                                                                                                                                                                                                                                                                                  
|Warrants        | IFC will receive, without additional consideration, one
        warrant for every R$1,00 disbursed under the loan. Each warrant is exercisable
        at any time at a five-year period and will grant the holder thereof the
        right to purchase one non-voting preferred share issued by Net. The exercise
        price will be as follows:
|Year            | Exercise Price (R$)                                                                                                                                                                                                                                                                                                                                  
|2004            | 0,52                                                                                                                                                                                                                                                                                                                                                 
|2005            | 0,52                                                                                                                                                                                                                                                                                                                                                 
|2006            | 0,52                                                                                                                                                                                                                                                                                                                                                 
|2007            | 0,52 + IPC applied as of 2007                                                                                                                                                                                                                                                                                                                        
|2008            | 0,52 + IPC applied as of 2007                                                                                                                                                                                                                                                                                                                        



Schedule
4 to the Term Sheet

Description of
Corporate Restructuring

- Context:  NET
has a structure  comprised  of 48  subsidiaries,  5 of which are holdings and
 non-operational  companies.  Such        structure generates work loads, including
managerial, and expenses which may be eliminated.

- Objectives:

- Simplification
of corporate structure;

- Decrease from
48 to 11 companies, excluding Net Serviços de  Comunicação S.A.

- Termination of
non-operational corporations (sociedades anônimas)

- Optimization
of resources;

- Cost reduction;

- Usage of tax
gains;

- Reduction of
tax claims (intercompany operations).

- Term: To be
finalized by 2006

- THE COMPANIES
OBJECT OF THE PRESENT RESTRUCTURING ARE THE FOLLOWING:

1.       ALNOR ALUMÍNIO
DO NORTE LTDA.2.       ANTENAS COMUNITÁRIAS BRASILEIRAS LTDA.3.       CABLE S.A.4.
      CABODINÂMICA TV CABO SÃO PAULO S.A.5.       CMA PARTICIPAÇÕES S.A.6.
      DABNY, L.L.C.7.       DR EMPRESA DE DISTRIBUIÇÃO E RECEPÇÃO DE TV LTDA.8.
      HFC TELECOMUNICAÇÕES LTDA.9.       HORIZONTE SUL COMUNICAÇÕES LTDA.10.
     JAGUARI TELECOMUNICAÇÕES S.A.11.      JONQUIL VENTURE LIMITED12.
     MULTICANAL TELECOMUNICAÇÕES S.A.13.      NET ANÁPOLIS LTDA.14.      NET
ARAPONGAS LTDA.15.      NET BAURU LTDA.16.      NET BELO HORIZONTE LTDA.17.
     NET BRASIL S.A.18.      NET BRASÍLIA LTDA.19.      NET CAMPINAS LTDA.20.
     NET CAMPO GRANDE LTDA.21.      NET CURITIBA LTDA.22.      NET FLORIANÓPOLIS
LTDA.23.      NET FRANCA LTDA.24.      NET GOIÂNIA LTDA.25.      NET
INDAIATUBA LTDA.26.      NET JOINVILLE LTDA.27.      NET LONDRINA LTDA.28.
     NET MARINGÁ LTDA.29.      NET PARANÁ COMUNICAÇÕES LTDA.30.      NET
PIRACICABA LTDA.31.      NET RECIFE LTDA.32.      NET RIBEIRÃO PRETO S.A.33.
     NET RIO S.A.34.      NET SÃO CARLOS S.A.35.      NET SÃO JOSÉ DO RIO PRETO
LTDA.36.      NET SÃO PAULO LTDA.37.      NET SOROCABA LTDA.38.      NET SUL
COMUNICAÇÕES LTDA.39.      REYC COMÉRCIO E PARTICIPAÇÕES LTDA.40.      SAMA
EMPREENDIMENTOS E PARTICIPAÇÕES LTDA.41.      TELEVISÃO A CABO CRICIÚMA LTDA.42.
     TV CABO DE CHAPECÓ LTDA.43.      TELEVISÃO A CABO VINDIMA LTDA.44.      TV
CABO E COMUNICAÇÕES DE JUNDIAÍ S.A.45.      TV VÍDEO CABO DE BELO HORIZONTE S.A.46.
     VICOM LTDA.47.      VICOM TECNOLOGIA LTDA.         48. ETROS PARTICIPAÇÕES
LTDA.

- AFTER THE
 CONCLUSION  OF THE PRESENT  RESTRUCTURING,  ESTIMATED TO HAPPEN BY DECEMBER  2006,  NET
 SERVIÇOS  WILL HAVE DIRECT        PARTICIPATION IN THE FOLLOWING COMPANIES:

1.       NET SÃO PAULO
LTDA.2.       DR EMPRESA DE DISTRIBUIÇÃO E RECEPÇÃO DE TV LTDA.3.       NET BELO
HORIZONTE LTDA.4.       NET BRASÍLIA LTDA.5.       NET RIO S.A.6.       NET
PARANÁ COMUNICAÇÕES LTDA.7.       TV CABO E COMUNICAÇÕES DE JUNDIAÍ S.A.8.
      TELEVISÃO A CABO CRICIÚMA LTDA.9.       REYC COMÉRCIO E PARTICIPAÇÕES LTDA.10.
     JONQUIL VENTURE LIMITED11.      HFC TELECOMUNICAÇÕES LTDA.

CORPORATE RESTRUCTURING

Step by Step:

- Mergers:


ALNOR ALUMÍNIO
DO NORTE LTDA.ANTENAS COMUNITÁRIAS
BRASILEIRAS LTDA.CABLE S.A.ETROS PARTICIPAÇÕES
LTDA. The transfer of the corporate control of this company to Multicanal Telecomunicações
is in process.CABODINÂMICA
TV A CABO SÃO PAULO S.A.TV VIDEO CABO
DE BELO HORIZONTE S.A.JAGUARI
TELECOMUNICAÇÕES S.A.TELEVISÃO A
CABO VINDIMA LTDA.TV CABO DE
CHAPECÓ LTDA.(reserved for Internet operations)NET CURITIBA
LTDA.
- ALNOR ALUMÍNIO
DO NORTE LTDA.
- ANTENAS COMUNITÁRIAS
BRASILEIRAS LTDA.
- CABLE S.A.
- ETROS PARTICIPAÇÕES
LTDA. The transfer of the corporate control of this company to Multicanal Telecomunicações
is in process.
- CABODINÂMICA
TV A CABO SÃO PAULO S.A.
- TV VIDEO CABO
DE BELO HORIZONTE S.A.
- JAGUARI
TELECOMUNICAÇÕES S.A.
- TELEVISÃO A
CABO VINDIMA LTDA.
- TV CABO DE
CHAPECÓ LTDA.(reserved for Internet operations)
- NET CURITIBA
LTDA.

- Status: On
going, finalizing pending issues and awaiting the termination of on going governmental
analysis.        The corporate acts for the merger of Televisão a Cabo Vindima Ltda.
 into Dr. Empresa de Distribuição e Recepção de TV Ltda. are        dated as of
30.04.2004 and are being registered before the Board of Trade of Rio Grande do Sul.

PHASE 2

  Termination of publicly traded company registry
           before the Securities and Exchange
   Commission:

- CMA PARTICIPAÇÕES
           S/A. (publicly traded company)

  Status:

| | Fev/04 = Hiring
     of Latinfinance Advisory & Research concluded. It shall advise the company
     in the following: (i) coordinate the process of the intermediator
     in the process of thepublic offering; (ii) support the company
     in relation to the operational matters related to the offering;
     (iii) support the company in the elaboration of the summoning;
     (iv) propose strategies in relation to the appropriate approach
     to the minority shareholders; (v) prepare the correspondence to be sent
     to the shareholders; (vi) select the services of call center, if necessary;
     (vii) suport the company in the elaboration of the public offering request,
     as well as in the follow up of the respective process; (viii) verify, together
     with the intermediator, the sufficiency and quality of the information provided
     to the market during all the process, including eventual and periodic information
    requested by the Securitires Commission.;
   Mar/04 = Hiring of
     Boucinhas & Campos concluded. It will make the evaluation for the purpose
   of CVM Instruction 361/02.
   Abr/04
     = Timetable comprising the procedures necessary for the redemption of the
     shares was defined (start 29.03.03 - expected conclusion in 27.09.04), as
   below.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|   | Act                                                           | Tentative Date
|-- | ------------------------------------------------------------- | --------------
|1  | Presentation of First
    Valuation Report                    | 27/05/04      
|2  | Starting of Discussions
    / Valuation Report                | 11/06/04      
|3  | End of Discussions
    / Valuation Report                     | 11/06/04      
|4  | End of Discussions
  / Summoning                              | 11/06/04      
|5  | End of Discussions
  / Marketing Plan                         | 11/06/04      
|6  | Publishing of Relevant Notice                                 | 14/06/04      
|7  | Printing of Initial List of Shareholders                      | 07/06/04      
|8  | Filing before and meeting CVM                                 | 15/06/04      
|9  | Report about documents                                        | 15/07/04      
|10 | Attendance of requests                                        | 16/07/04      
|11 | Registry of the Offer                                         | 11/08/04      
|12 | Publishing of Summoning                                       | 11/08/04      
|13 | Term of Shareholders manifestation                            | 11/08/05      
|14 | Beginning of term for put out                                 | 10/09/04      
|15 | Inform CVM about the Offer                                    | 15/09/04      
|16 | Cancelling of the Registry of the Company before CVM          | 04/10/04      
|17 | End of Term for the purchase of the shares by / Latin Finance | 03/11/04      
|18 | Redemption of Shares                                          | 04/11/04      

 The
execution of the procedures are on going.

PHASE 3

 Termination
(closing):

- DABNY LLC

Status: On going, finalizing pending issues

With the termination
  of phases 1 to 5 above, the number of companies will decrease from 48 to 35,
  excluding Net Serviços de Comunicação
  S.A., by December 2004.

PHASE 4

 Merger
and opening of branches:

- The following 21 operational companies depend on Anatel (the
   National Telecommunication Agency) approval in order to be merged and become
   branches.

|1.
   2.
   3.
   4.
   5.
   6.
   7.
   8.
   9.
   10.
   11.
  12.
  13.
  14.
  15.
  16.
  17.
  18.
  19.
  20.
  21. | Net Anápolis Ltda. 
Net Arapongas Ltda. 
Net Bauru Ltda. 
Net Brasília Ltda. 
Net Campinas Ltda. 
Net Campo Grande Ltda. 
Net Curitiba Ltda. 
Net Florianópolis Ltda. 
Net Franca Ltda. 
Net Goiânia Ltda. 
Net Indaiatuba Ltda. 
Net Joinville Ltda. 
Net Londrina Ltda. 
Net Maringá Ltda. 
Net Piracicaba Ltda. 
Net Recife Ltda. 
Net Ribeirão Preto S.A. 
Net São Carlos S.A. 
Net São José do Rio Preto Ltda. 
Net Sorocaba Ltda. 
Net Sul Comunicações Ltda.
|---------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 Execution
starting on 2004

 The
  following Companies are with tax and corporate aspects ready for merger and
awaiting Anatel's and other approvals.

1. Net Florianópolis Ltda.
2. Net Recife Ltda.
3. TV Cabo de Chapecó Ltda.

 The
  merger of the remaining companies, so that the group will have the 11 companies
 above mentioned, will occur with the optimization of tax burdens and in the
  approval of ANATEL. The companies do not have pre-established order, as they
  depend on factors not controlled by them. The intention is to finalize the
process by the end of 2006.

CORPORATE RESTRUCTURING

Current corporate chart
  of Net Serviços de Comunicação
S.A.:



(1)  The process of transfer of the corporate control of this company
 to Net Serviços is being implemented.

(2)  The Net Sul Comunicações Ltda. holds the direct
 or indirect corporate control of the companies listed under no. 39 to 48. Such
 indirect corporate control is held thorough DR Empresa de Distribuição
e Recepção de TV Ltda. (the company 38), for instance.

(3)   The transfer of the corporate control of this company to Multicanal
Telecomunicações is in process.

CORPORATE RESTRUCTURING

Corporate
  chart of Net Serviços de Comunicação
S.A. after the corporate restructuring:





Schedule 5 to the Term Sheet

Governance  Creditors'
Rights

1.   -
  The following matters regarding the Company and each of its subsidiaries
shall necessarily require the favorable vote of CHC representative:

At Shareholders' General Meetings

(a)
   any capital r eduction; repurchase of shares ( entesouramento ) or redemption
of shares;

(b)
   c hange in the dividend policy, including as regards payments of interest
on net equity ( juros sobre capital );

(c)
   p etition for debt rehabilitation ( concordata ) or similar proceeding
or declaration of bankruptcy ( falência );

(d)
   any joint-venture, fusão  (consolidation) or incorporação
   (merger) involving, on the one side, the Company or any of its subsidiaries
   and, on the other side, any third party; any change in the corporate objective;
   any cisão  (spin-off);
and, any dissolution of the Company or any subsidiary, provided that such restrictions
would not apply to (A) mergers or joint ventures of controlled affiliates of
the Company among themselves or with the Company itself, as well as (B) mergers,
consolidations, amalgamations and similar transactions, but only if: (i) the
resulting combined company would have at least the same Total Debt/EBITDA and
Free Cash Flow/Interest ratios, calculated on a pro-forma consolidated basis,
in the case of Total Debt as of the date of closing of such transaction and in
the case of EBITDA, Free Cash Flow and Interest calculated for 12-month period
ending on the last day of the most recent fiscal quarter of the Company for which
audited or with a limit review financial statements are available, (ii) the pro-forma
weighted average life to maturity of the combined company's debt would not be
shorter than the weighted average life to maturity of the Company's senior debt,
in each case calculated as of the closing of such transaction; and (iii) the
Company shall be at the time in compliance with the Business Plan then in effect
(considering a deviation up to the limits referred to in Section 1(h) below);
and (C) joint-ventures but only if (i) the other parties (or their controlling
shareholders) would have at least the same Total Debt/EBITDA and Free Cash Flow/Interest
ratios, calculated on a pro-forma consolidated basis, in the case of Total Debt
as of the date of closing of such transaction and in the case of EBITDA, Free
Cash Flow and Interest calculated for 12-month period ending on the last day
of the most recent fiscal quarter of such party for which audited or with a limit
review financial statements are available; and (ii) the Company shall be at the
time in compliance with the Business Plan then in effect (considering a deviation
up to the limits referred to in Section 1(h) below);

(e) a ny amendment to the by-laws that may cause a material adverse effect
 on the rights ensured therein to the shareholders or on the duties of the Board
 of Directors;

At Board of Director's Meetings

(f) any significant investment on any new line of business that is not contemplated
in the Business Plan then in effect;

(g) any significant changes or revisions to the business plan dated as of
 March 17, 2003 or to any other subsequent business plan that decrease the free
cash flow after CAPEX by 15% or more, in any given fiscal year;

(h) any significant changes or revisions to the business plan dated as of
 March 17, 2003 or to any other subsequent business plan that reduce scheduled
CAPEX to US$20 million or any lower amount in any given fiscal year;

(i) transactions with affiliated parties outside the ordinary course of business
or not on arms' length terms (other than programming transactions).

2.   -
  The Shareholders' Agreement shall contemplate that the relevant issue
   price of any new share or convertible security to be issued by the Company
   or any of its subsidiaries must be determined by a first tier independent
   investment bank with proven experience in capital market transactions in Brazil
   and abroad (the  Investment Bank ).
  CHC shall agree on the selection of the Investment Bank, provided that
such agreement cannot be unreasonably withheld.

3.   -
  The Shareholders' Agreement shall contemplate that the Shareholders shall
   only nominate as Executive Officers and as members of the Board of
  Directors persons with at least 3 years of proven experience in the pay
TV, media and/or telecommunication field and with reputable standing.

4.   - The chart attached hereto as  Annex A  summarizes
 changes that shall be made to in the Shareholders' Agreement for purposes
 of establishing Creditors' supermajority rights.

Net Serviços de Comunicação
S.A.                                      Supermajority Matters under the New
Shareholders Agreement

Comparative chart of
supermajority matters under the current Net Shareholders Agreement (NSA) and the
agreed changes among                              Committed Creditors, Net Group
Companies and Globopar (Amendments to NSA).

I. - Supermajority
Matters at Shareholders General Meetings

In the  preliminary
 meetings  held to determine  the uniform vote of the parties to the  Shareholders  Agreement,
 such matters shall require the consent of at least two out of the three  financial
 partners of the Company  (CHC,  Bndespar and  Bradespar).  In case one loses its rights
under the Shareholders  Agreement,  only one vote of the two other financial  partners
shall be required.  If only one financial partner maintains its rights, its consent will
be required as long as it maintains such status.

|NSA Clause         | NSA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Amendments to NSA                                                                                                                                                                                                                                    | Amendments to NSA - Portuguese Translation                                                                                                                                                                                                     
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.3 (a), (b) e (c) | The  following
 matters  shall be subject to unanimous  approval at a Prior  Meeting,  by all the
 Agreement Shareholders:


(a) a change in the
purposes of the COMPANY;


(b)  acquisition  of
corporate  control,  the holding of interests in other  companies,  joint  ventures and
consortia foreign to the purposes of the COMPANY;


(c) sale to third
parties of permanent  assets in an amount  greater than 20% (twenty  percent) of the
total consolidated assets of the COMPANY for the quarter immediately preceding the month
of the transaction. | Same as NSA                                                                                                                                                                                                                                          | Mesma redação do NSA.                                                                                                                                                                                                                          
|8.5                | For the  purposes  of
this  item, the        shareholders        in Shareholders    Meetings   shall have
  powers   to   decide   all matters  attributed  to  them  by law,  and  the  Relevant
 Matters for Shareholders  Meetings shall be the following:                                                                                                                                                                                                                                                                                                  | For the  purposes of
this item,  the shareholders    in     ShareholdersMeetings   shall   have   powers  to
decide  all  matters  attributed  to them  by  law,   and  the   Relevant Matters1 for
Shareholders  Meetings shall be the following: | Para  efeito  do
 disposto  neste item,  competirá  às  Assembléias Gerais  a  decisão  sobre  toda e
qualquer  matéria  que lhes  seja atribuída   por   força  da  lei, constituindo Matérias
Relevantes1  de Assembléia  Geral as seguintes:

___________________


|4 | Clause
8.4 of the NSA states that Relevant  Matters for Shareholders  Meetings,  under item
8.5 below,     shall be approved only by favorable vote of 51% (fifty-one  percent) of
the Common Shares subject to the     Shareholders  Agreement and must include the
favorable vote of BRADESPAR or  BNDESPAR.,  and should be     amended to require two
favorable votes from the three of BRADESPAR, BNDESPAR and CHC.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5 | A
Cláusula 8.4 do NSA estabelce  que Nas  Matérias  Relevantes  de  competência  da
 Assembléia  Geral,     conforme  o item 8.5.  abaixo,  a  aprovação  em  Reunião  Prévia
 dependerá  do voto  favorável  de 51%     (cinqüenta e um por cento) das Ações Ordinárias
 vinculadas ao Acordo de Acionistas,  que deverá incluir     o voto  favorável  da
 BRADESPAR  ou da  BNDESPAR.,  e deverá ser  alterada  para  requerer  dois votos
    favoráveis dos três votos da BRADESPAR, BNDESPAR e CHC.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8.5 (a)    | change in the authorized limit for capital increases without need for an amendment to the By-laws;                                                                                                                                | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Mesma redação do NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.5 (b)    | issue of shares, convertible debentures, subscription bonuses or any other security that is convertible and/or exchangeable into voting shares, for public or private subscription;                                               | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Mesma redação do NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.5 (c)    | reduction in corporate capital or redemption of shares;                                                                                                                                                                           | reduction in corporate capital, repurchase of shares (entesouramento) or redemption of shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | redução do capital social, aquisição de ações para manutenção em tesouraria ou resgate de ações;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|[8.5 (d)]  | change in the policy for payment of dividends and/or interest over capital;                                                                                                                                                       | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Mesma redação do NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.5 (e)    | petition for judicial protection against creditors or confession of bankruptcy;                                                                                                                                                   | petition for debt rehabilitation (concordata) or similar proceeding or confession of bankruptcy;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | pedido de concordata ou procedimento similar ou confissão de falência;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.5 (f)    |                                                                                                                                                                                                                                   | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8.5 (g)    | amalgamation of the COMPANY or merger of the COMPANY with or into another in which GLOBO does not exercise Control;                                                                                                               | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Mesma redação do NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.5 (h)    | dissolution and liquidation of the COMPANY;                                                                                                                                                                                       | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Mesma redação do NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.5 (i)    |                                                                                                                                                                                                                                   | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Mesma redação do NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.5 (j)    | the other matters set out in article 136 of law no. 6404/76;                                                                                                                                                                      | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Mesma redação do NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.5 (l)    | amendment to the bylaws of the COMPANY that adversely changes the rights conferred by this instrument on the Agreement Shareholders or the matters within the powers of the Board of Directors of the COMPANY; and                | any amendment to the bylaws of the COMPANY that may cause an adverse effect to the rights conferred thereby to the COMPANY shareholders, including to the Agreement Shareholders or the matters within the powers and duties of the Board of Directors of the COMPANY;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | qualquer alteração do estatuto social da COMPANHIA que modifique adversamente os direitos nele assegurados aos acionistas, inclusive os Acionistas do Acordo, ou os poderes e atribuições do Conselho de Administração da COMPANHIA;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.5 (m)    | cancellation of registration of the COMPANY for trading of its shares on BOVESPA Level 2 or on the New Market, if the shares in COMPANY are listed for trading on the New Market, within the terms of Clause 2 of this Agreement. | listing the shares of the COMPANY on the New Market (or, once listed, the cancellation of such listing) or cancellation of registration for BOVESPA Level 2; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | listagem das ações de emissão da COMPANHIA para negociação no Novo Mercado (ou, uma vez listadas, o cancelamento do referido registro) ou o cancelamento do registro para negociação de suas ações no Nível 2 da BOVESPA; e                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Add 8.5(n) | -o-                                                                                                                                                                                                                               | (i) any significant investment made by the COMPANY and/or its subsidiaries in
  other companies, whether with cash or not; (ii) any significant acquisition of assets made by the
  COMPANY and/or its subsidiaries from third parties, whether with cash or not. For the purposes of
  this item, significant investments and acquisitions shall mean investments and acquisitions made
  through a single transaction or a series of transaction in a 12-month period, in a amount equivalent
  to, at least, 10% of the COMPANY's total consolidated assets ascertained in the last quarter
  immediately proceeding the month of the relevant transaction; and (iii) any disposition to third
  parties of permanent assets made through a single transaction or a series of transaction in a 12-month
  period, in an amount higher than 10% (ten percent) of the total consolidated assets of the COMPANY, ascertained in the last quarter immediately preceding the month of the transaction. | (i) qualquer investimento relevante feito pela COMPANHIA e/ou suas subsidiárias em outras empresas, seja em dinheiro ou não; (ii) aquisição relevante de ativos feito pela COMPANHIA e/ou suas
  subsidiárias, seja em dinheiro ou não. Para fins deste item, investimentos
  e aquisições relevantes significam investimentos e aquisições,
  por meio de uma ou mais transações, no período de doze meses, em valor
  equivalente a, ao menos, 10% dos ativos totais consolidados da COMPANHIA, apurado no último
  trimestre imediatamente anterior ao mês da transação; e (iii)
  alienação a terceiros de bens do ativo permanente, por meio de uma ou
  mais transações, no período de doze meses, cujo valor seja superior a 10%
  (dez por cento) do ativo total consolidado da COMPANHIA, apurado no último trimestre
  imediatamente anterior ao mês da transação.

II. - Supermajority
Matters at Board of Directors Meetings

In the board  meetings
or  preliminary  meetings  held to determine  the uniform  vote of the board  members
appointed  by the parties to the  Shareholders  Agreement,  such  matters  shall
 require the consent of at least two out of the three  members  appointed by the
financial  partners of the Company (CHC,  Bndespar and Bradespar).  In case one loses its
 rights  under the  Shareholders  Agreement,  only the vote of one of the representatives
 of the two other  financial  partners  shall be  required.  If only one  financial
 partner maintains  its rights,  only its  representatives  consent  will be required as
long as it  maintains  such status.

|NSA Clause | NSA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Amendments to NSA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Amendments to NSA - Portuguese Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8.6        | The matters within the powers of the Board of Directors, listed below, shall be approved by the favorable vote of a simple majority of directors present at the meeting, but must include the favorable vote of the director nominated by BRADESPAR or BNDESPAR:                                                                                                                                                                                                                                                                                                                                                                                                                  | The matters within the powers of the Board of Directors listed below shall be approved by the favorable vote of a simple majority of directors present at the meeting, but must necessarily include two favorable votes of the three directors nominated by BRADESPAR, BNDESPAR and CHC :                                                                                                                                                                                                                                                                                                                                                                               | As matérias de competência do Conselho de Administração abaixo relacionadas serão aprovadas por maioria simples dos conselheiros presentes, a qual deverá incluir necessariamente dois votos favoráveis dos conselheiros indicados pela BRADESPAR, BNDESPAR, e CHC:                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.6 (a)    | increase in the capital of the COMPANY, through issue of shares with voting rights, for public or private subscription;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | increase in the capital of the COMPANY, through issue of new shares whether voting or non-voting, for public or private subscription;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | aumento de capital da COMPANHIA, mediante a emissão de novas ações com ou sem direito a voto para subscrição pública ou particular;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.6 (b)    | issue of any securities that are convertible and/or exchangeable into voting shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Mesma redação do NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.6 (c)    | change in the terms and conditions, or termination, of concession contracts with operators;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Same as NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Mesma redação do NSA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.6 (d)    | approval and modification of the Financial Plan, Business Plan, Budget and Investment Plan, as well as of rules concerning investments, level of indebtedness and other commitments related to the indebtedness and financial policy of the COMPANY, such as terms and conditions for contracting new debt, hedge policy and other matters related to indebtedness and financial policy;                                                                                                                                                                                                                                                                                          | (i) approval and modification of the annual Financial Plan, annual Business Plan, annual Budget and annual Investment Plan, as well as of rules and policies concerning investments, level of indebtedness and other commitments related to the indebtedness and financial policy of the COMPANY, such as terms and conditions for contracting new debt, hedge policy and other matters related to indebtedness and financial policy; and approval of the monthly revisions to such documents, rules and policies ; and (ii) contracting of new indebtedness, hedging policy and other matters concerning indebtedness and financial policy;                            | (i) aprovação e alteração do Plano Financeiro anual, do Plano de Negócios anual, do Orçamento anual, e do Plano de Investimentos anual, juntamente com regras e políticas sobre investimentos, nível de endividamento e outros compromissos relativos a endividamento e política financeira da COMPANHIA, como condições para contratar novas dívidas, política de hedge e outros assuntos relativos a endividamento e política financeira, bem como qualquer aprovação para revisões mensais a tais documentos, regras e políticas; e (ii) contratação de novas dívidas, política de hedging bem como matérias referentes a endividamento e política financeira;                                                            
|8.6 (e)    | election and removal of Officers of the COMPANY;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | election, replacement and removal of any and all Officers of the COMPANY;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | eleição, substituição e destituição de todo e qualquer Diretor da COMPANHIA;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.6 (f)    | execution, by the COMPANY, of contracts for content and programming, and the maintenance or renovation of the commercial relationship between the COMPANY and NET BRASIL.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | execution, by the COMPANY, of contracts for content and programming , or any amendments thereto, as well as the maintenance or renovation of the commercial relationship between the COMPANY and NET BRASIL as well as any other affiliated company;                                                                                                                                                                                                                                                                                                                                                                                                                    | celebração, pela Companhia, de contratos de conteúdo e de programação ou qualquer aditamento aos referidos instrumentos , bem como a manutenção ou renovação das relações comerciais mantidas entre a COMPANHIA e a NET BRASIL, bem como qualquer outra empresa coligada;                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Add 8.6(g) | -o-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | any sale, transfer, lease or otherwise disposal of assets, in one transaction or a series of transactions, during any 12-month period that represents an aggregate value of greater than R$10 million. Sales within the ordinary course of business should be allowed; and                                                                                                                                                                                                                                                                                                                                                                                              | qualquer venda, transferência, arrendamento, ou qualquer outro tipo de alienação de ativos, em uma ou uma série de transações, durante qualquer período de 12 meses que represente um valor total superior a R$10 milhões. Serão permitidas vendas no curso ordinário dos negócios; and                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Add 8.6(h) | -o-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | (i) any joint-venture between the COMPANY and/or its subsidiaries, on one side, and any other company, on the other side, by means of a cash contribution or by any other means; (ii) the participation of the COMPANY and/or its subsidiaries in any consortium.                                                                                                                                                                                                                                                                                                                                                                                                       | (i) qualquer associação entre, de um lado, a COMPANHIA e/ou suas subsidiárias e, do outro lado, qualquer outra empresa, mediante contribuição em dinheiro ou outra forma; (ii) participação da COMPANHIA e/ou suas subsidiárias.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.9.1      | Furthermore,
     the Agreement Shareholders hereby agree and undertake so to instruct the
     members of the Board of Directors, that in the event that commercial relations
     between NET BRASIL and Net Sat Serviços Ltda.
    (SKY) break off, the Company shall be authorized to terminate
     any agreement with NET BRASIL relating to programming on approval of the
     Board of Directors of the Company, which may approve such decision by simple
     majority of votes, provided, however, that the simple majority of votes
     must include the favorable vote of the Director appointed by BNDESPAR or
  the Director appointed by BRADESPAR, and, (...). | Furthermore,
     the Agreement Shareholders hereby agree and undertake so to instruct the
     members of the Board of Directors, that in the event that commercial relations
     between NET BRASIL and Net Sat Serviços Ltda.
    (SKY) break off, the Company shall be authorized to terminate
     any agreement with NET BRASIL relating to programming on approval of the
     Board of Directors of the Company, which may approve such decision by simple
     majority of votes, provided, however, that the simple majority of votes
     must include the favorable vote of at least two Directors appointed by BNDESPAR,
  BRADESPAR and CHC, and, (...). | Ademais,
     na hipótese de rompimento das relações comerciais
    mantidas entre a NET BRASIL e a NET Sat Serviços Ltda. (SKY), os Acionistas
    do Acordo desde já concordam e se comprometem a orientar os membros
    do Conselho de Administração, no sentido de autorizar a COMPANHIA
    a rescindir qualquer acordo mantido com a NET BRASIL relativo à programação,
    devendo tal decisão ser submetida à aprovação
    do Conselho de Administração, que deliberará por maioria
    simples de votos, observando-se que esse quorum de maioria simples deverá incluir,
    obrigatoriamente, o voto favorável de dois dos conselheiros indicados
  pela BNDESPAR, BRADESPAR e CHC, observando-se ainda que (...).

Schedule 6 to the
Term Sheet

Credit
  Amounts Held by Globopar as April 30, 2004 and All Tax Credits Held by Globopar
  in relation to the Company

Globo Credits - 03/31/04

Table 1 - Financial Credits

|Borrower       | Description                      | Principal (R$)
|-------------- | -------------------------------- | --------------
|Net Serviços   | IFC Investment (1)               | 16.601.291,53 
|Net Rio        | IFC Investment (1)               | 7.473.938,56  
|DR             | IFC Investment (1)               | 7.765.130,84  
|Net
  Paraná   | IFC Investment (1)               | 2.135.411,05  
|Net
  Serviços | Debentures - 3rd Public Issuance | 16.140.000,00 
|Net
  Serviços | Loan - Distel Holdings S.A. (2)  | 2.671.282,03  
|               |                                  |               
|Total          |                                  | 52.787.054,01 

(1) IFC Loan currently held by Globopar by virtue of Subrogation 
(2) Includes accrued interest until March, 31 2004

Table 2 - Fiscal Credits 
Amounts as of 12/31/2003

|Borrower       | Description       | Principal
  (R$)
|-------------- | ----------------- | ----------------
|Net
  Serviços | Fiscal Credit (1) | 13.493.137,41   
|Net
  Serviços | Fiscal Credit (2) | 59.584.023,28   
|Net
  Serviços | Fiscal Credit (3) | 29.775.411,21   
|Net
  Serviços | Fiscal Credit (4) | 349.349.187,27  
|               |                   |                 
|Total          |                   | 452.201.759,16  

(1)
   Fiscal credits utilized over 2003 to be capitalized on 2004 
(2) Fiscal credits amortized, but not utilized over 2003; Subject to capitalization
on future periods
(3) Fiscal credits amortized, but not utilized over 2002; Subject to capitalization
on future periods
(4) Fiscal credits subject to amortization and capitalization on future periods

Schedule 2 to the
 Commitment Letter

List of Credit Instruments

|Name of the Borrower | Name of the Credit Facility | Name of the Creditor/Trustee | Date of Execution/Inital Date | Original Maturity | Original Amount Borrowed | Total Amount due on June 30, 2004 (i.e., principal plus
  ordinary contractual interest)6
|-------------------- | --------------------------- | ---------------------------- | ----------------------------- | ----------------- | ------------------------ | -----------------------------------------------------------------------------------------
|                     |                             |                              |                               |                   |                          |                                                                                          
|                     |                             |                              |                               |                   |                          |                                                                                          
|                     |                             |                              |                               |                   |                          |                                                                                          
|                     |                             |                              |                               |                   |                          |                                                                                          

---

6  The
  amount referred herein reflects the outstanding principal amount of the referred
  credit instrument plus all accrued and unpaid interest thereon, computed at
  the ordinary contractual interest rate (excluding any default interest, commission
  or other penalties, which will all be waived upon the effectiveness of the
  Plan), through June 30, 2004; and should only be considered in case the Plan
  is actually implemented.




Schedule 2 to the
 Commitment Letter

List of Credit Instruments

|Name of the Borrower | Name of the Credit Facility | Name of the Creditor/Trustee | Date of Execution/Inital Date | Original Maturity | Original Amount Borrowed | Outstanding
    Amount as of March, 31 20041
|-------------------- | --------------------------- | ---------------------------- | ----------------------------- | ----------------- | ------------------------ | --------------------------------------------
|                     |                             |                              |                               |                   |                          |                                             
|                     |                             |                              |                               |                   |                          |                                             
|                     |                             |                              |                               |                   |                          |                                             
|                     |                             |                              |                               |                   |                          |                                             




1  Includes outstanding principal and interest
  accrued and unpaid through March 31, 2004, excluding commissions or penalties.
  Such calculation is without prejudice to the rights of the holders of the respective
  instruments or to the Company, or to the calculation of the corresponding Credit
  Amount as of June 30, 2004, which amount must be agreed to by the Creditor and
  the Company as contemplated by the Commitment Letter.