Exhibit 4.2

COMMISSION CONTRACT

NET BRASIL S.A., a
company  headquartered in the City and State of Paulo, at Avenida Brasil, N°. 1,612,
 registered with the CNPJ under N°. 01.007.021/0001-00, herein represented in the form of
its By-Laws (hereafter referred to simply as NET BRASIL);

and as counterparties,

NET SERVIÇOS DE
COMUNICAÇÃO  S.A., a company  headquartered  in the City and State of São Paulo,  at Rua
Verbo Divino,  N°. 1,356,  1st Floor,  registered with the CNPJ under N°.
 00.108.786/0001-65,  herein represented in the form of its By-Laws  (hereafter  referred
to simply as NET SERVIÇOS);

and the subsidiary
 companies of NET SERVIÇOS,  herein  represented by a power of attorney  granted to NET
SERVIÇOS by their respective legal representatives, in the form of their company
documents ( hereafter referred to simply as AFFILIATES):

1.       NET ANÁPOLIS
LTDA.2.       NET BAURU LTDA.3.       NET BELO HORIZONTE LTDA.4.       NET
BRASÍLIA LTDA.5.       NET CAMPINAS LTDA.6.       NET CAMPO GRANDE LTDA.7.
      NET FRANCA LTDA.8.       NET GOIÂNIA LTDA.9.       NET INDAIATUBA LTDA.10.
     TV CABLE E COMUNICAÇÃO DE JUNDIAÍ S/A (NET JUNDIAÍ)11.      NET PIRACICABA LTDA.12.
     NET RECIFE LTDA.13.      NET RIBEIRÃO PRETO S/A14.      NET RIO S/A15.
     NET SÃO CARLOS S/A16.      NET SÃO JOSÉ DO RIO PRETO LTDA.17.      NET SÃO
PAULO LTDA. (and its branch, NET SANTOS);18.      NET SOROCABA LTDA.19.
     HORIZONTE SUL COMUNICAÇÕES LTDA.20.      DR. EMPRESA DE  DISTRIBUIÇÃO E RECEPÇÃO
DE TV LTDA.  (NET NOVO HAMBURGO,  NET CAPÃO DA CANOA,  NET BAGÉ, NET PELOTAS,  NET RIO
      GRANDE,  NET CAXIAS DO SUL,  NET BENTO  GONÇALVES,  NET  FARROUPILHA,  NET SANTA
MARIA,  NET SANTA CRUZ DO SUL, NET LAGEADO,  NET       URUGUAIANA, NET PASSO FUNDO, NET
ERECHIM, NET CRUZ ALTA, NET CHAPECÓ, NET BLUMENAU)21.      NET FLORIANÓPOLIS LTDA.22.
     NET JOINVILLE LTDA.23.      TELEVISÃO A CABLE CRICIUMA LTDA. (NET CRICIUMA)24.
     NET PARANÁ COMUNICAÇÕES LTDA.25.      NET CURITIBA LTDA.26.      NET MARINGÁ LTDA.27.
     NET ARAPONGAS LTDA.28.      NET LONDRINA LTDA.29.      ANTENAS COMUNITÁRIAS
BRASILEIRAS LTDA. (BTV BLUMENAU)

NET SERVIÇOS and
AFFILIATES hereafter denominated, individually as the OPERATOR and collectively as the OPERATORS;

NET BRASIL and
OPERATORS hereafter denominated individually as the Party and collectively as the Parties;

WHEREAS:

1.       NET SERVIÇOS
and  AFFILIATES  are OPERATORS of Pay TV, in the form of cable or MMDS,  each one of
these acting on the basis of public licenses to distribute Content to Subscribers located
within their respective Concession Areas;

2.       MULTICANAL
 PARTICIPAÇÕES  S.A.  (the former  denomination  of NET  SERVIÇOS)  signed with NET
BRASIL,  on May 14,  1996,  the Contrato de Comissão  Mercantil,  the Provision of
Services,  Licensing of Trademarks and Other Agreements,  through which NET BRASIL became
responsible for contracting,  in its own name, from national and international
 Programmers,  Content of various kinds, intended for  MULTICANAL and its subsidiaries;

3.       NET  SERVIÇOS
and NET BRASIL  renewed the  Contract  for  Mercantile  Commission,  the  Provision  of
 Services,  Licensing of Trademarks and Other Agreements  mentioned above in May 2001 for
a period of 5 (five) years,  through the  communications  dated May 11 and May 18, 2001,
and subsequently, through the Letter of Amendment dated August 1, 2002;

4.       The PARTIES
wish to update and consolidate the terms and conditions of the said contract and
ancillary documents,  with a view to formalizing the modifications in the relationships
between the PARTIES, with regard to the contracting of Content for Pay TV;

5.       The PARTIES
also intend to consolidate  all prior pacts  regarding the use of trademarks  owned by
NET BRASIL in the Licensing Contract for the Use of  Trademarks,  to be signed by the
PARTIES  simultaneously  with the signing of this  instrument  (hereafter the Licensing
 Contract for the Use of Trademarks);  thereby  ensuring the uniformity of the
commercial  operations of the OPERATORS with regard to NET BRASILs commercial model;

6.       NET SERVIÇOS
recognizes (i) the added value of NET BRASILs commercial model,  outlined in this
instrument,  (ii) the value of the NET trademark, (iii) NET BRASILs expertise in
negotiating and contracting Content for Pay TV.

The  PARTIES  have
 agreed  between  themselves  to sign this  Commission  Contract  (The  Contract),
 which shall be governed by the following clauses and conditions:

First Clause  Definitions

1.1       For the
purposes of this contract,  the expressions below,  whether in the singular or the
plural,  shall have the following        meaning:

|a) | Subscriber:
 implies any individual or corporate  entity,  including  Collective  Subscribers (MDU)
with each component member             counted individually, which effectively receives
Pay TV Content on the basis of a contract signed with the OPERATORS.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) | Commission
of NET BRASIL:  implies the  remuneration of NET BRASIL,  specified in the Fourth Clause
below, for the execution            of the activities described in this Contract.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) | Content:
 signifies  every and any audio,  video or audiovisual  signal  (including,  without
being  restricted to channels,            specific  programs,  pay-per-view  events,  à la
 carte  channels,  VOD,  NVOD,  walled  garden,  digital  applications  and
           interactive  services) that final users may visualize or with which they may
interact,  through a television screen or video            monitor.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|d) | Brazilian
Content:  implies Content covered by one or more of the following  criteria:  (i) that
makes use of the Portuguese            language,  (ii) that is dubbed or subtitled in
Portuguese,  except where originally created,  produced and generated outside
           Brazil by non-Brazilians,  for the purposes of distribution  (being
effectively  distributed)  throughout Latin America or a            more  extensive
 region;  (iii) that  includes  Brazilians  (whether  resident  in Brazil or not) who
appear in the video as            characters,  participants,  talents,  athletes or
artists,  even if, in the case of transmission of events, these are staged
           outside Brazil;  or (iv) that were originally  created,  produced,  generated,
 or, in the case of transmission of events of            any nature,  were  promoted  in
Brazil or by  Brazilians  or that make use of material  created,  produced or  generated
 in            Brazil. Small quantities of interstitial  programming in the Portuguese
 language,  or, in the case of 24 (twenty four) hour            channels,  small  blocks
 of  Brazilian  programming  that do not  cumulatively  exceed 1 (one)  hour per day
 shall  not be            considered to be Brazilian content.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|e) | Existing
 Brazilian  Content A:  implies  Brazilian  Content  that has  already  been  contracted
 by NET BRASIL and that is            detailed in Annex I, Item A of this Contract.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|f) | Existing
 Brazilian Content B: implies  Brazilian Content that has already been contracted by NET
BRASIL,  which is detailed            in Annex I, Item B of this Contract and which is
currently available for  contracting/renewing  by the OPERATORS through a
           specific instrument.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|g) | Existing
 International  Content:  implies Content that has already been contracted by NET BRASIL
that is not covered by the            definition of Brazilian Content and that is
detailed in Annex II of this Contract.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|h) | Sistema
NET Brazilian  Content:  implies the set of channels and services  directed  exclusively
 towards Operators of the            Sistema NET, a set which,  on the current date,
 consists of: Sportv,  Sportv 2,  Multishow,  GNT,  Globonews and Premiere
           Esportes (the last of these only with regard to events  contracted  with this
 condition  from the holders of the respective            rights).
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|i) | Programming
 Costs:  implies the amounts due from the OPERATORS  for the provision of Content
 contracted on their behalf by            NET BRASIL,  whether (i)  reimbursed  to NET
BRASIL or (ii) paid  directly to the  Programmers  on the  instructions  of NET
           BRASIL,  plus all directly  applicable Taxes and/or those that may apply in
the future,  and/or those that may be charged by            fiscal authorities in
connection with the collection and payment of the same.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|j) | Line-up
Net: the set of all channels  that contain the Content  contracted by NET BRASIL from
 Programmers  for showing by the             OPERATORS to their Subscribers via the Pay
TV System through Authorized Signal Transport Processes.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|k) | Line-up
 Brasil:  the set of all  channels  that contain the  Brazilian  Content  contracted  by
NET BRASIL,  consisting  of a             combination  of products  organized  according
to the specific  content and profile of each channel,  as described in Annex
            III and currently represented by Existing Brazilian Content A.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|l) | New
 Brazilian  Content:  implies  all and any  Brazilian  Content  that  is not  Existing
 Brazilian  Content  and/or  is not             subsequently included in Line-up Brasil
in accordance with the terms of this Contract.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|m) | Operators
of Sistema NET: operators of cable television (Cable Television  Operators),  operators
of Multichannel Multipoint             Distribution  Services  (MMDS  Operators),
 television  operators  that  operate  via cable and  Multichannel  Multipoint
            Distribution  Services  (Cable and MMDS Operators) and Operators of
 Satellite-Based  Signal  Distribution  Systems (DTH             Operators)  that (i)
operate in the Pay TV market through a set of equipment and  installations  that permit
the reception             of Content and its  distribution  to  Subscribers  throughout
 the  National  Territory  (including  (i.1) any company that             directly or
 indirectly  controls,  is a  subsidiary  or is subject to the common  control of the
same;  and/or (i.2) those             companies  with which it,  whether  directly or
indirectly,  maintains any  association  that results in the control and/or
            management of business  relating to the programming of any private-law
 corporate entity and its respective  subsidiaries),             and that (ii) have
signed or may sign  specific  contracts  authorizing  NET BRASIL to negotiate  and/or
 contract with the             Programmers,  whether in its own name or  otherwise  and
whether  within  Brazil or outside it,  signing,  on behalf of the             operators
of the Sistema NET,  agreements,  contracts or any other  commitments  that become
 necessary  for  acquiring the             right to show  Content,  it being agreed that
the  Operators of the Sistema NET are the only  operators to which NET BRASIL
            provides Sistema NET Brazilian Content.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|n) | Concession
 Area:  area covered by the public  concessions  and/or  grants by virtue of which,
 operators  are  authorized  to             distribute Pay TV Content to their
subscribers.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o) | Authorized
Signal Transport Processes:  technology adopted to transport television signals to
Subscribers,  covering analog or             digital transmission, exclusively in cable
and MMDS form (Multichannel Multipoint Distribution Services).
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|p) | Programmers:
 companies specializing in the production of audiovisual content and the provision of
technical services aimed at             the Pay TV market.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|q) | Pay
TV: a form of  transmitting  signals  characterized  by the provision of Content
 intended for reception  exclusively by            Subscribers.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|r) | National
Territory: territory of the Federal Republic of Brazil.
|-- | ----------------------------------------------------------------

|s) | Taxes:
implies all applicable taxes, charges,  collections,  withholdings,  contributions,
 fiscal items, deductions and all            other  charges,  obligations  and  similar
 responsibilities,  including  ISS and others  directly  related to the  payments
           outlined in this Contract and imposed by law, to be borne by the Parties in
accordance with the terms of this Contract.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Second Clause - Object

2.1   Commission:
 The  object of this  Contract  is the  contracting  of NET  BRASIL  for the  purpose  of
its  negotiating  with and contracting  from  Programmers in Brazil and/or outside it,
the acquisition and maintenance of the right to show Brazilian  Content for transmission
by the OPERATORS to their  Subscribers,  through the Authorized  Signal Transport
 Processes  detailed in their respective authorizations,  duly  identified  in Annex IV
to this  Contract.  To this end,  NET  BRASIL is  appointed  a  commission  agent of the
OPERATORS,  being granted  sufficient  powers on an exclusive basis to contract with
Programmers in acquiring  Brazilian Content within and outside the National Territory,
 with NET BRASIL being able to sign, on behalf of the OPERATORS,  the agreements,
 contracts or any other commitments that may be necessary for acquiring the right to show
Brazilian Content that is the property of the Programmers.

2.1.1  The OPERATORS
 hereby declare that they are aware of and accept all of the rights and  obligations
 established in the          Existing  Brazilian Content Contracts signed by NET BRASIL
on behalf of the OPERATORS,  details of which are provided in Annex          V to this
 Contract,  undertaking  to carry out in full their terms and  conditions,  including the
obligation to transmit the          programming appearing in Line-up Net to the
Subscribers in the respective Concession Areas of the OPERATORS.

2.1.2  Without
 affecting the terms of Item 5.1.12.2,  in the event that the OPERATORS  request that NET
BRASIL contracts New          Brazilian  Content,  NET BRASIL must previously consult the
OPERATORS with regard to the terms and conditions of the Contracts          to be signed
by NET BRASIL on behalf of the OPERATORS,  so that the latter can express  agreement on
the same,  being obliged,          after having giving their express  agreement,  to
observe in full the terms and  conditions  of such  Contracts,  observing in
         such requests, the terms of Item 5.2.1.

2.1.3  With
 exclusive  regard to the Content that is not covered by the definition of Brazilian
 Content,  the OPERATORS may          contract the same Content  directly from the
 Programmers,  with the proviso that they must inform NET BRASIL of the terms and
         conditions of the proposed contracting with prior notice of at least 30 (thirty)
days.

2.1.3.1  In the event
of Item 2.1.3 above,  the OPERATORS  hereby  undertake to extend the  conditions  secured
in                     contracting the same Content from the relevant  Programmers,
 without additional  charges,  to the Operators of the                     Sistema NET that
utilize the Authorized  Signal  Transport  Processes and operate in Concession  Areas
other than                     those of the  OPERATORS  (Other  Operators).  To this
end,  at any time  during the life of the  Contracts  to be                     signed
 between the OPERATORS and  Programmers  in accordance  with the terms of this Item, NET
BRASIL may nominate                     any of the  Other  Operators  for  inclusion  in
the same  contracts  or  request  that the same  sign  independent
                    contracts that  nevertheless  guarantee the extension of conditions,
 without joint and several  liability  between                     the OPERATORS and the
Other  Operators,  under  identical  conditions to those granted to the  OPERATORS,  with
the                     Other  Operators  obliged to compute their numbers of
 subscribers  for the purpose of  calculation of discounts by                     the
Programmer in question based on the number of subscribers.

2.1.3.2  NET BRASIL
is  guaranteed  preferential  rights in the event that the  OPERATORS  contract the
Content to                     which Item 2.1.3 above refers through third parties.

2.1.4  The  OPERATORS
 agree that the terms of this  Contract  shall apply to any companies  that  distribute
 Pay TV Content          through  Authorized  Signal  Transport  Processes  (i) that
 directly  or  indirectly  control  or come to control  them,  are          subsidiaries
or are subject to joint control by the same OPERATORS;  and/or (ii) with which the
OPERATORS  maintain or come to          maintain,  whether directly or indirectly,  any
association that results in the control or management of business  relating to
         programming  (hereafter  referred to as NEW  AFFILIATES),  unless  there are
 provisions  to the  contrary  contained in any          Contracts signed by NET BRASIL
with third parties prior to such acquisitions,  excepting those companies that maintain
or come          to maintain direct supplier  relationships with NET BRASIL,  observing
that in geographical areas in which the subsidiaries of          NET  SERVIÇOS  do not
yet have  operating  licenses  and NET BRASIL has not yet  licensed  Content  to another
 operator,  the          subsidiaries of NET SERVIÇOS must receive priority in licensing
in the event that they obtain a license.

2.1.4.1  For the
purposes of the caput of this Item,  NET SERVIÇOS shall notify NET BRASIL of the
existence of a NEW                   AFFILIATE,  detailing the Concession Area(s) and the
Authorized Signal Transport Processes through which the same NEW
                  AFFILIATE  intends to operate.  NET BRASIL shall then have 30 (thirty)
days  calculated  from the receipt of the same                   notification  to inform
NET SERVIÇOS  whether  there are  restrictions  and/or  impediments  as a result of
Contracts                   signed by NET BRASIL with third parties prior to the
acquisition of the NEW AFFILIATE in question.

2.2  NET BRASIL
 undertakes  not to appoint any  operator of any of the  Authorized  Signal  Transport
 Processes  as a Sistema  NETOperator in the  current  Concession  Areas of the
 OPERATORS,  or in any future  Concession  Areas  which the latter may  subsequently
acquire.

Third Clause  Joint
and Several Liability

3.1  The obligations
 established  herein are assumed on a joint and several  liability basis between each of
the OPERATORS or the NEW AFFILIATES and NET SERVIÇOS,  with each party being
 individually  or jointly  responsible  with NET SERVIÇOS for any defaults that may
arise,  with all parties  waiving the benefit of order  expressed in Article 827 of the
Brazilian Civil Code, as well as those benefits established in Articles 835, 838 and 839
of the same Brazilian Civil Code and in Article 595 of the Civil Procedure Code.

Fourth Clause  Commission
of NET BRASIL

4.1  As  compensation
 for the execution by NET BRASIL of the  activities  described in this  Contract,  the
 OPERATORS  shall pay NET BRASIL,  by the 15th  (fifteenth) day of the following  month,
 the monthly fee of R$ 100,000.00 (one hundred  thousand  reais),  which shall be
 adjusted  on an  annual  basis or on the  basis of the  shortest  interval  permitted
 by law,  by the  variation  in the IPC [Brazilian Consumer Price Index], starting on
July 1, 2004.

4.2  Delays in
payment of  Commission  to NET BRASIL  shall  entail the  correction  of the due amount
by the IGP-M index from its due date until its effective  payment,  plus the charging of
overdue  interest  accruing at 1% (one per cent) per month and a fine for late payment of
6% (six per cent) of the due amount, without affecting applicable legal sanctions.

4.3  The PARTIES
 recognize that the Commission due to NET BRASIL has been agreed as an amount net of
Taxes,  it being agreed that the OPERATORS  shall bear the onus of the eventual
 incidence  and/or  charging of any Taxes that apply to the Commission due to NET BRASIL
and/or the amount of the Costs of Programming.

Fifth Clause  The
Obligations of the OPERATORS

5.1  The OPERATORS
shall have the following obligations:

5.1.1  To distribute
 the Content  contracted  by NET BRASIL in accordance  with the terms of the Second
Clause above to all of        its Subscribers,  respecting their different  packages and
the provisions of this Contract,  as well as Contracts signed between        NET BRASIL
and the Programmers.

5.1.2  To comply with
and observe in full the provisions of Contracts that have  previously  been signed,  as
well as those yet        to be signed between NET BRASIL and the  Programmers on behalf
of the OPERATORS,  in accordance with the terms of this Contract,        it being agreed
that such Contracts shall form a part of this Contract regardless of their quotation.

5.1.3  To transmit
the Content that is made available to them by NET BRASIL,  together with associated
advertising and credits,        including  merchandising  actions at the times and in the
forms  previously  established,  with the  OPERATORS  prohibited  from        altering or
editing the same in any way,  regardless of the type and relevance of the  alteration,
 or  suppressing or inserting        any Content made available by NET BRASIL.

5.1.4  With regard to
Existing  Brazilian  Content A, to maintain the  positioning  of the Content that appears
in Line-up Net,        it being agreed that every and any alteration in the  positioning
of Content  appearing in Line-up Net may only be made with the        prior and express
 authorization of NET BRASIL, it being previously  established that, in order of
priority,  (i) Line-up Brasil        and (ii) other Content  contracted by NET BRASIL
shall have priority  exposure and grouping,  in accordance with the indications        of
the respective Programmers.

5.1.5  To make
available without  obligation to NET BRASIL or to the Programmers,  the programming
 schedule of the Programmers        to all Subscribers,  both in printed form and through
the electronic programming guide (video or Internet), it being agreed that        in
every and any instrument of communication to Subscribers currently in existence or that
may be developed,  including although        not limited to the EPG  (electronic
 programming  guide),  printed guides and also the  composition of the mosaic and visual
and        artistic  programming,  the OPERATORS must guarantee at least equal treatment
to Line-up Brasil and other Content  contracted by        NET BRASIL with the other
 Programmers.  NET BRASIL may also acquire  additional  pages of the programming  guide
for the lowest        price applicable to third parties.

5.1.6  To reimburse
NET BRASIL for the value of the Cost of Programming, or alternatively,  upon the
instruction of NET BRASIL,        to pay directly the value of the Cost of Programming to
the respective Programmers, being obliged, in this latter case:

5.1.6.1  To submit to
the Programmers,  through NET BRASIL,  by the 25th day of each month, a report on all of
their                   Subscribers,  channel by channel with an indication of their
respective packages,  that are receiving  programming on                   the  first
 day of the  month  in  question,  in  accordance  with a model to be  defined  by NET
 BRASIL,  including                   Subscribers which, for any reason, enjoy benefits
provided by the OPERATOR.

5.1.6.2  To pay to
the respective  Programmers by the 15th  (fifteenth) day of the month subsequent to the
month in                    question,  the amount  corresponding  to the total number of
existing  Subscribers,  including those which,  for any                    reason, enjoy
benefits provided by the OPERATOR, by the date indicated in the above item.

5.1.7  To follow,  on
an exclusive basis,  the technical and operational  standards  contracted by mutually
 agreement with NET        BRASIL, with regard to the quality of the distributed signal.

5.1.8  To maintain
the  authorizations  or concessions of which it is or may become a holder,  obtaining or
renewing these with        the relevant bodies.

5.1.9  To cooperate
with NET BRASIL in research and surveys with regard to the  distribution of programming
in their respective        areas of operation.

5.1.10  To make
 available  to NET BRASIL  and/or other  Operators,  all of their  programming  Contracts
 with  third-parties,        observing the terms of Item 2.1.3.1 of this Contract.

5.1.11  To use the
trademarks  forming the object of the Licensing  Contract for the Use of Trademarks in
accordance with their        terms and conditions, for all activities linked to the
object of this Contract.

5.1.12  The OPERATORS
also undertake NOT to practice the following acts:

5.1.12.1  To make
 mutilations  of any kind to the Content  provided by NET BRASIL in  accordance  with the
terms of                   this Contract, it being expressly prohibited for OPERATORS to
insert, edit,  substitute,  cut, impose black outs or                   modify the
same,  including  material  relating  to  advertising  events and actions  that form part
of the  Content,                   respecting the opening  sequences,  credits and
closing  sequences of the same,  unless these relate to publicity for
                  Pay TV services that compete  directly with those of any of the
OPERATORS,  with the exception of joint insertions or                   advertising
actions by the Operators of the Sistema NET.

5.1.12.2  To offer
any New Brazilian  Content,  independent of the media and/or technology adopted for the
transport                   of signals,  whether these relate to television or not,
except in cases where,  cumulatively,  (i) the contracting of                   the same
takes place through NET BRASIL and (ii) the same is distributed  in an à la Carte  format,
 requiring as a                   prerequisite  for its  distribution,  the acquisition
by the Subscriber of (i) the Extended Basic Sports Package,  in                   the
case of sports channels,  (ii) the Extended Basic Film Package,  in the case of film
channels and (iii) the Basic                   Package or Modified Basic Package in all
other cases.

5.1.12.3  To permit
the Programmers to which Item 2.1.3 refers,  to prevent or discriminate  against the
contracting                   of  Content  that does not  conform to the  definition  of
 Brazilian  Content by the Other  Operators,  through  the                   mechanism
defined in Item 2.1.3.1.

5.1.12.4  To exhibit
the Content  contracted by NET BRASIL, in whatever  capacity,  in public places,
 including but                   not  restricted  to squares,  beaches or  streets,  as
well as food halls of  shopping  malls,  without the prior and                   express
 consent in writing of the  respective  Programmers,  it being agreed that the
 authorization  for  Brazilian                   Content shall be obtained through NET
BRASIL.

5.1.12.5  To use, in
whatever capacity, images, voice and names of artists,  directors,  producers and third
parties                   in  general,  who  participate  in any way in works,  films and
events of any nature and kind,  that use,  distribute                   and/or  compose
 the Content  contracted  by NET  BRASIL,  without  the prior and  express  consent in
writing of the                   respective  Programmers,  it being agreed that the
 authorization for Brazilian Content shall be obtained through NET
                  BRASIL.

5.1.12.6  To use, in
whatever capacity,  trademarks,  logotypes and other forms of identification of the
Programmers                   or  distributors  of films and events  that form part of
the  programming  of the Content  contracted  by NET BRASIL,                   without
the prior and express  consent in writing for this purpose,  of the respective
 Programmers,  it being agreed                   that the authorization for Brazilian
Content shall be obtained through NET BRASIL.

5.1.12.7  The
prohibitions  contained in Items 5.1.12.4 to 5.1.12.6 above also apply to use for
advertising purposes                   of any nature, for promoting both the OPERATORS
and/or third party products or services.

5.2  If,  perchance,
 the OPERATORS  should request New Brazilian  Content from NET BRASIL that is intended
for the Authorized  Signal Transport  Processes  and/or any other  technologies,  the
OPERATORS  hereby agree and recognize that in this request they must specify the type and
format of the relevant New  Brazilian  Content for  contracting  by NET BRASIL,
 observing  that this  contracting  by NET BRASIL shall depend on the availability of the
same in the market.

5.2.1  For the
 purposes of the caput of this Item 5.2,  the  OPERATORS  must  notify NET BRASIL in
writing,  with the latter          having (i) a period of 95 (ninety five days) after
 receiving  notification  to provide  Channels,  and/or (ii) a period of 15
         (ten) days to acquire,  cover and transmit events,  in order to provide
 information on the basic conditions for the provision          of the requested Content,
 including the characterization of the product,  basic pricing and deadline for its
provision.  Once          NET BRASIL has presented the basic  conditions,  the OPERATORS
may contract the New Brazilian  Content thus presented  through          NET BRASIL or
request that NET BRASIL obtain new proposals,  in which case the same  deadlines and
mechanisms for  contracting          indicated above shall apply.

5.3  Without
 affecting  any  provision to the contrary  contained  in this  Contract,  the  OPERATORS
 recognize  and accept that the rescinding or any other form of termination of this
Contract shall not exonerate NET SERVIÇOS from its  obligations  established in the
Content  Contracts  signed by NET BRASIL,  which, by their nature,  shall survive the
rescinding or termination of this Contract,  with the OPERATORS  being obliged to
indemnify NET BRASIL for any damage or loss that it may sustain as a result of the
eventual  failure by the OPERATOR(S) to comply with the Content Contract(s) mentioned
above.

Sixth Clause  The
Obligations of NET BRASIL

6.1  The following
shall be obligations of NET BRASIL:

6.1.1  To acquire
rights to show Brazilian  Content for Pay TV under the terms  established in the Second
Clause,  employing,          to such ends, full care and diligence in defending the
interests of the OPERATORS.

6.1.2  To endeavor to
provide the OPERATOR,  whenever  requested to do so and whenever  available,  with plans
containing all          the titles and technical  descriptions of the programs and events
that form part of the Content contracted by NET BRASIL, also          specifying the
holders of rights to musical and literary-musical works synchronized with the same.

6.1.3  To provide to
the OPERATORS during the full life of this Contract,  albeit subject to the availability
of Programmers,          with, as a minimum, the Content corresponding to Line-up Brasil.

6.1.4  To ensure that
the  Programmers  make  available the Content  signals  contracted by NET BRASIL on
behalf of satellite          OPERATORS with coverage of the National Territory.

6.1.4.1  Failure to
make available  programming signals for reasons arising from events that may be
characterized as                   fortuitous or due to force majeure,  as defined in the
terms of Article 393 of the Brazilian Civil Code, shall not be
                  understood  as a default on  contractual  obligations,  and thus shall
not entail the payment of any  penalty  and/or                   indemnity.

6.1.4.2  In the same
way, lack of availability of programming  signals during planned  shutdowns for the
maintenance                   of equipment by the Programmers,  as well as the
 non-availability  of programming signals for a period equivalent to
                  360 (three  hundred and sixty) hours per calendar  year,  shall not be
construed as a failure to fulfill  contractual                   obligations and shall
not, therefore, entail the payment of any penalty and/or indemnity.

6.1.5  NET BRASIL
 undertakes to assist  OPERATORS in exploiting  local  advertising  space for financial
gain, in accordance          with the terms  and  conditions  defined  by the  respective
 Programmers,  and in  accordance  with the terms and  conditions          established in
a specific contract.

6.1.6     NET BRASIL
shall assist with coordinated marketing actions involving the Programmers and OPERATORS.

6.2  NET BRASIL shall
 guarantee to the  OPERATORS  that the financial  terms and  conditions  for the
provision of Brazilian  Content composing  Line-up Net shall be at least as favorable as
those  practiced with other  Operators of the Sistema NET. In the event that NET BRASIL
 negotiates more favorable  conditions with regard to the Programming  Costs for
Brazilian  Content  comprising  Line-up Net with any of the Operators of the Sistema  NET,
 NET BRASIL  undertakes  to offer the same  conditions  to the  OPERATORS,  with these
having a 30  (thirty)  day period to express  whether  they wish to  accept,  as a whole,
 the same  conditions  proposed  to the other operators, with existing conditions being
maintained in force in the event that the OPERATORS fail to respond.

Seventh Clause  Declarations
and Guarantees

7.1  The  OPERATOR
 has no rights with regard to Content,  recognizing  that all rights  regarding  the
same,  including  authors and associated rights, as well as rights to trademarks, belong
to the relevant Programmer.

7.2  The OPERATOR
must comply with the  obligation of  supplying,  on a monthly  basis,  the report on
 Subscribers  mentioned in Item 5.1.6.1  above,  by the date  indicated in the same Item,
 under penalty of  guaranteeing  to NET BRASIL the right to charge during the month in
which the former  fails to meet this  obligation,  an amount  corresponding  to the
 number of  Subscribers  reported  for the preceding  month,  plus 6% (six per cent) of
this total, or an amount  corresponding  to the effective  number of  Subscribers,  if
the growth in the base has exceeded 10% (ten per cent).

7.3  The PARTIES
undertake not to divulge and/or use, either directly or through third parties,  any
information  and/or  confidential information  that may have been  provided  by one of
these to the  other,  and to which they may gain  access,  without  the  previous,
express  authorization  in writing by the granting party,  under penalty of facing civil
and criminal  prosecution for the consequences of the eventual  disclosure  and/or use.
The  obligations  of  confidentiality  contracted  herein shall remain in force even
after the termination and/or rescinding of this Contract for a period of 2 (two) years,
calculated from the relevant date of its execution.

7.4  NET SERVIÇOS
 undertakes to ensure that the faithful  fulfillment of the  obligations  that its
assumes in this Contract shall be observed by every and any  OPERATOR  and NEW
 AFFILIATE,  assuming  responsibility,  on a joint and several  liability  basis,  for
the compliance in full with the terms of this Contract, in accordance with the provisions
of Item 3.1 above.

7.5  NET SERVIÇOS
 undertakes,  on a joint and several  liability basis with the OPERATORS,  to maintain
NET BRASIL,  its shareholders and managers entirely free and unharmed by complaints,
 claims or demands of any kind, including personal guarantees,  such as sureties and
 guaranties,  whether by Programmers or by third parties,  relating to the  contracting
of Content in accordance  with the terms of the Second Clause above,  also undertaking to
indemnify NET BRASIL,  its  shareholders  and managers,  as per the case for any material
and/or moral losses,  damages,  expenses or injury  arising from such  complaints,
 claims or demands or arising from the inaccuracy or falsehood of any of the declarations
 made in this Contract,  excepting  circumstances in which the demand is grounded in a
fact or act imputable to NET BRASIL, which shall, in such cases, be held responsible.

7.6  The OPERATORS
hereby  recognize and accept all of the rights and obligations  established in the
Existing  International  Content Contracts  signed by NET BRASIL on behalf of the
OPERATORS,  undertaking to comply in full with their terms and  conditions,  including
the obligation to transmit the programming comprising Line-up Net to Subscribers in the
National Territory.

7.6.1  Without
 affecting  the terms of Item 7.6 above,  the PARTIES  agree that NET BRASIL shall seek
to cede the rights and          obligations of the Existing  International  Content
 Contracts to the OPERATORS that herein recognize and accept that they are
         cessionaries of the same  instruments,  undertaking to comply in full with their
terms and  conditions,  as well as to observe          the terms of Item 2.1.3.1 above.

7.7  With  regard to
the rights  associated  with the Content  contracted  by NET BRASIL,  it is agreed
 between the PARTIES  that the payment of amounts  relating to the
 transmission/execution  (including but not being limited to payments made to the Central
Office of Collection and  Distribution) is the full  responsibility  of the OPERATORS,
 it being the  responsibility of NET BRASIL to ensure that the same  Content is made
 available  with due  satisfaction  to the holders of the  respective  authors  rights
 (including,  but not restricted to the payment of musical  synchronizations  to the
Brazilian  Association of Music  Publishers  (Associação  Brasileira dos Editores de Música
ABEM).

7.8  The OPERATORS
 undertake not to possess,  operate,  administer and/or participate in any way, whether
directly or indirectly,  in any channel or service similar to that of the Brazilian
Content of the Sistema NET.

Eighth Clause  Auditing

8.1    NET BRASIL is
 guaranteed  the right to audit,  through  the  company  that it retains,  any of the
 OPERATORS,  even after the rescinding or final  maturity of this  contract,  for the
purposes of  confirming  the accuracy of  information  provided by the latter companies
 regarding the  remuneration of NET BRASIL and/or the Programmers.  For this purpose,
 NET BRASIL must inform the OPERATOR of the date on which it intends to carry out the
audit mentioned above,  always with at least 48 (forty eight) hours prior notice.  It is
hereby  determined  that the  OPERATOR  must provide NET BRASIL with all the  information
 and  documentation  that is required for the efficient realization of the same audit.

8.1.1  In the event
that the audit  confirms and proves the  existence of a  discrepancy  between the total
value  determined as       owing by the OPERATOR on which an audit has been  performed
 and the  effective  value paid to NET BRASIL,  the  difference  plus       overdue
 interest of 1% (one per cent) per month,  corrected by the IGP-M index,  calculated
 from the due date of the obligation       until the date of its  effective  payment,
 shall be repaid  through a  complementary  invoice  to be issued by NET  BRASIL,  for
      immediate payment.

8.1.2  The cost of
 contracting  and executing the audits  established  in this Item shall be borne in full
by the respective          OPERATOR  in the event that the  discrepancy  between the
total  value due and the value  effectively  paid by OPERATOR to NET          BRASIL is
equal to or greater than 5% (five per cent),  with a fine of 6% (six per cent) on the
value of the difference found.          In the event that the amount of this  discrepancy
 is less than 5% (five per cent),  the costs of the audit  shall be borne in
         full by NET BRASIL.

Ninth Clause  Technical
Conditions

9.1  NET BRASIL must
 disclose the  specifications  of the decoders for the  capturing by the  OPERATORS of
Content  contracted by NET BRASIL through their respective head-ends.

9.2  The OPERATOR
 shall bear the cost of all expenses  relating to the  reception  of satellite  signals
and the making  available of Content sold by NET BRASIL to Subscribers,  with NET BRASIL
being  exonerated from paying any amount relating to such expenses,  at any time and in
any capacity .

9.3  In order to
guarantee the quality  standards for programming  provided by NET BRASIL,  the same party
shall  determine,  together with an OPERATOR,  the permanent control of Subscriber
 reception points. To this end, the OPERATOR shall be obliged to verify and bear the
costs for such  verification,  whenever requested to do so by NET BRASIL, of the
installation of reception points made available to the  Subscribers.  It is also agreed
that for such  verification,  NET BRASIL shall  indicate the locations to be  inspected,
 with the OPERATOR obliged to submit to NET BRASIL an inspection report containing
detailed and reliable information.

9.3.1  If any
irregularity is verified,  through the inspection  report mentioned above, in the
reception points of Subscribers        installed by the OPERATOR, NET BRASIL shall notify
the OPERATOR,  requesting that it corrects the irregularities within a period        of
10 (ten) days,  extendable  for an equal  period,  provided that the OPERATOR has made
such a request with prior notice of 48        (forty eight) hours of the end of the first
period.

9.4 NET BRASIL may
not be held  responsible for any technical  failure or failure of any other kind that may
prevent the OPERATOR from distributing  programming  to its  Subscribers,  even if such
an  impediment  arises  from  legal  measures,  with  this  exclusion  of responsibility
applying to the eventual loss of revenues or profits, in addition to any losses or
damages.

Tenth Clause  Term
and Rescinding of the Contract

10.1  The PARTIES
shall sign this Contract on an irrevocable and irretractable basis.

10.1.1  This
 Contract  shall  remain in force for a period of 10 (ten) years,  automatically
 renewable  for equal  periods,          albeit  maintaining the conditions  established
 herein and provided that there is no  manifestation to the contrary by any of
         the PARTIES, giving notice of 6 (six) months prior to the end of the contractual
period that is in force.

10.2  This Contract
may be rescinded,  by exclusive  virtue of the following  events,  always at the
 discretion of the Party that has not given cause for the same events, and through
judicial notification:

10.2.1  the loss by
any one of the OPERATORS,  on an individual  basis of the concession for the provision of
Pay TV services          in any of their Concession Areas, with specific regard to the
relevant Concession Area in which the same event has occurred;

10.2.2  filing for
 bankruptcy,  a judicial  request for  dissolution or liquidation of any one of the
PARTIES and/or any one          of the OPERATORS,  in which event,  the rescinding  shall
only apply to the Concession Area in which the OPERATOR that suffers          one of the
above events is operating;

10.2.3  the illicit
reproduction of the signals received by any one of the OPERATORS,  on an individual
basis, whether in the          form of a copy,  whether on account  of their use in
numbers  greater  than  those  contracted  and  whether by the  OPERATORS
         themselves or by third parties,  provided that these events are duly
 demonstrated,  with specific reference to the Concession          Area in question;

10.2.4  the failure
by the OPERATORS to meet the Costs of Programming due to the Programmers  that relate to
the distribution          of the programming contracted by  NET BRASIL, observing the
terms of Item 10.5 below.

10.2.5  in the  event
 that an  audit,  contracted  in  accordance  with the  terms of Item 8 of this
 Contract,  reveals  an          inaccuracy of 20% (twenty per cent) in the  information
 provided by the  OPERATORS  relative to a given  Concession  Area, or          three
 distinct  audits reveal an inaccuracy of 5% (five per cent) or more with regard to the
operating  data for a Concession          Area.

10.3  In the event
 described in Item 10.2.3 above,  in addition to implying the rescinding of this
Contract,  the infringer  shall be deemed to be practicing an illegal act in civil and
penal terms, which also violates the legislation  regarding  authors rights,  with the
same  infringer  subject,  in addition to the  contractually  established  fine,  to
legal  sanctions and judicial  costs,  various expenses and lawyers fees arising from
the judicial process.

10.4  In the event of
occurrence of the events  described in Items 10.2.3 and 10.2.5 above,  the infringing
 PARTY shall be obliged to pay to the innocent  PARTY a fine of a punitive  nature
 equivalent  to 100% (one hundred per cent) of the monthly Cost of  Programming
(considering  the month with the highest  Cost of  Programming  at the time of default,
 corrected  by the IGP-M index) of the relevant OPERATOR,  at the same time without
 affecting the right of the innocent PARTY to consider the Contract to be fully
 rescinded,  and to recover,  through its own actions,  the losses and damages
effectively  suffered as a result of the default by the infringing PARTY, to the degree
that these amounts exceed the fine stipulated in this Item.

10.5  During the term
of this  Contract,  in the event of default by the OPERATOR  relating the amounts owed in
 accordance  with Item 10.2.4 or Item 10.2.5  together with Item 10.4,  the PARTIES agree
that NET BRASIL shall be entitled to inform it in writing by fax, or through a written
 communication  with notice of receipt  that:  (i) NET BRASIL  intends to rescind or
terminate  its Contract with the OPERATOR,  in which  case,  the signal  shall be
 interrupted  immediately;  or (ii) that the  OPERATOR in question is in default or in
arrears with its payment obligations to the Programmers.  Through the receipt of the same
 communication,  NET BRASIL shall, at its own discretion,  inform the  OPERATOR in
question in writing:  (a) that its signal  shall be  interrupted  immediately,  or (b)
whether NET BRASIL shall grant payment conditions to the same OPERATOR that benefit
and/or facilitate the meeting of its obligation.

10.5.1  In cases
where the signal is  interrupted,  NET BRASIL shall  determine the  procedures to be
adopted in the sense of          communicating  to the  OPERATOR  the  Concession  Area
 affected  by the  withdrawal  of  Content,  it being  agreed  that the
         interruption may affect the relevant Concession Area of the defaulting
 OPERATOR,  as well as any other Concession Area of the          other OPERATORS or NEW
AFFILIATES.

10.5.2  In the event
of default by the  OPERATOR  regarding  amounts  owed to the  Programmers  that relate to
the  disclosed          programming,  NET BRASIL is guaranteed the right of reimbursement
by the OPERATOR for fines,  interest,  monetary  correction,          losses, damages and
any other amounts that NET BRASIL may incur as a result of this default.

Eleventh Clause  Indemnities
and Penalties

11.1  It is hereby
 determined that the  unauthorized  use of Content,  at any time and in any capacity,  in
accordance with the terms and restrictions  established herein, whether by OPERATORS or
Subscribers,  shall result in the liability,  in accordance with proof of the same,  of
NET SERVIÇOS with regard to the relevant  Programmers  and other injured  third  parties,
 especially  with regard to the promotion of measures required to ensure the cessation of
such use,  indemnities,  contractual fines, judicial costs, various costs and lawyers fees
that may be determined.

11.2  In the event of
a contractual  default,  where no specific fine or sanction is specified,  the infringing
PARTY shall be obliged to pay to the innocent  party damages and losses that the latter
has  effectively  suffered as a result of violation of contract by the infringing PARTY,
without affecting the right of the innocent PARTY to execute the specific default
obligation through its own action.

Twelfth Clause  General
Conditions

12.1  None of the
PARTIES may cede rights and/or  obligations  assumed  herein to third  parties in any
capacity,  without the express permission of the other PARTY.

12.2  This Contract
is binding on the PARTIES and their  successors,  it being agreed that failure to meet
obligations may be verified through an act or event  assignable  to the PARTIES  and/or a
company  that is an  associate,  subsidiary,  parent or  affiliate of the PARTIES.

12.3  Tolerance
by the PARTIES of any failure to comply with the  obligations  assumed in this Contract
 shall not be considered to be a novation,  renunciation or waiver of any right,  with
this  constituting mere liberality and not preventing the tolerating party from demanding
from the other PARTY the full compliance with this Contract at any time.

12.4  This Contract
shall not give rise to any employment or social  security  relationship  between the
employees or designees of NET BRASIL and those of the OPERATOR,  or  vice-versa,  with
each party bearing  individual and isolated  responsibility  for every and any obligation
they assume.

12.5  The terms and
conditions of this Contract,  as well as the  information  shared by the PARTIES by
virtue of its execution,  must be treated  confidentially  by the same PARTIES,  which
are expressly  prohibited  from  disclosing its contents to third parties or to employees
who are not directly involved with the operations agreed herein.

12.6  In the event
that any of the  provisions  of this  Contract  are  declared  illegal,  invalid or
 unenforceable,  the  remaining provisions shall not be affected, remaining in full force
and application.

12.7  For all legal
 purposes,  this Contract is recognized by the PARTIES as an  extrajudicial  executive
 title  (título  executivo extrajudicial) in accordance with Articles 583 and 585,
insert II, of the Brazilian Civil Procedural Code.

12.8  The  PARTIES
 elect the  jurisdiction  of the city of do Rio de  Janeiro  as the sole  authority  for
 ruling  on any  doubts or controversies arising from this Contract.

12.9  The  PARTIES
 recognize  that no  provision  of this  instrument  revokes,  reduces  or alters the
 rights of  Operators  or the commitments assumed by NET BRASIL in the Shareholders Agreement
of NET SERVIÇOS, signed on July 11, 2002.

Rio de Janeiro, June
27, 2004.

NET SERVIÇOS DE
COMUNICAÇÃO S.A.

NET BRASIL S.A.

Witnessed by:

|Name: | Name:
|----- | -----
|ID:   | ID:  



ANNEX I

a) Existing Brazilian
Content - A

|   | CHANNELS          
|-- | ------------------
|1  | CANAL BRASIL      
|2  | ESPN INTERNATIONAL
|3  | ESPN BRASIL       
|4  | FUTURA            
|5  | GLOBONEWS         
|6  | GNT               
|7  | MULTISHOW         
|8  | PREMIERE COMBATE  
|9  | PREMIERE ESPORTES 
|10 | SEXY HOT          
|11 | SHOPTIME          
|12 | SPORTV            
|13 | SPORTV 2          
|14 | TELECINE ACTION   
|15 | TELECINE CLASSIC  
|16 | TELECINE EMOTION  
|17 | TELECINE HAPPY    
|18 | TELECINE PREMIUM  
|19 | USA               

b) Existing Brazilian
Content - B

|   | CHANNELS                             
|-- | -------------------------------------
|1  | CANAL RURAL                          
|2  | CLIMATEMPO (TV E CONTEÚDO INTERATIVO)
|3  | MTV                                  
|4  | RTPi                                 
|5  | SIC INTERNATIONAL                    
|6  | STV (REDE SESC SENAC)                
|7  | TV COM                               
|8  | TV JOCKEY                            
|9  | CONTEÚDO INTERATIVO DE TRÂNSITO      
|10 | PORTAL DO CHIQUINHO                  
|11 | CANAL ESOTÉRICO                      
|12 | RÁDIO GAÚCHA                         
|13 | RÁDIO GLOBO AM                       
|14 | RÁDIO GLOBO FM                       
|15 | RÁDIO EXCELSIOR                      
|16 | RÁDIO JOVEM PAN                      
|17 | RADIO CLICK  32 radio channels      



ANNEX II

Existing International
Content

|   | CHANNELS           
|-- | -------------------
|1  | ANIMAL PLANET      
|2  | ART                
|3  | AXN                
|4  | BBC WORLD          
|5  | BLOOMBERG          
|6  | BOOMERANG          
|7  | CARTOON NETWORK    
|8  | CNN ESPAÑOL        
|9  | CNN INTERNATIONAL  
|10 | DEUTSCHE WELLE     
|11 | DISCOVERY CHANNEL  
|12 | DISCOVERY HEALTH   
|13 | DISCOVERY KIDS     
|14 | EUROCHANNEL        
|15 | FOX                
|16 | FOX KIDS           
|17 | FOX NEWS           
|18 | MGM GOLD           
|19 | NATIONAL GEOGRAPHIC
|20 | NHK                
|21 | NICKELODEON        
|22 | PEOPLE & ARTS      
|23 | PLAYBOY TV         
|24 | RAI                
|25 | SONY               
|26 | TNT                
|27 | TV 5               
|28 | TV ESPANHA         
|29 | WARNER CHANNEL     



ANNEX III

Line-Up Brasil

|BRAZILIAN CONTENT CHANNELS                 | MINIMUM PACKAGE                                                 | CURRENT CHANNELS                                   
|------------------------------------------ | --------------------------------------------------------------- | ---------------------------------------------------
|1 EDUCATIONAL CHANNEL                      | MINI-BASIC                                                      | FUTURA                                             
|1 VARIETY CHANNEL                          | MINI-BASIC                                                      | MULTISHOW                                          
|1 NEWS CHANNEL                             | MINI-BASIC                                                      | GLOBONEWS                                          
|1 WOMENS CHANNEL                          | BASIC                                                           | GNT                                                
|1 FILM AND INTERNATIONAL SERIES CHANNEL    | MINI-BASIC                                                      | USA                                                
|1 HOME SHOPPING CHANNEL                    | LIFE LINE                                                       | SHOPTIME                                           
|2 SPORTS CHANNELS                          | BASIC                                                           | SPORTV & SPORTV 2                                  
|1 BRAZILIAN INDEPENDENT PRODUCTION CHANNEL | MODIFIED BASIC (excepting obstacles due totechnical conditions) | CANAL BRASIL                                       
|UP TO 5 FILM CHANNELS                      | BASIC PLUS FILMS                                                | TELECINES ACTION, CLASSIC, EMOTION, HAPPY & PREMIUM
|2 ADDITIONAL SPORTS CHANNELS               | BASIC PLUS SPORTS                                               | ESPN BRASIL & ESPN INTERNATIONAL                   
|PAY PER VIEW SERVICES                      | MINI-BASIC                                                      | PREMIERE SPORTES, PREMIERE COMBATE                 
|1 A LA CARTE ADULT CHANNEL                 | MINI-BASIC                                                      | SEXY HOT                                           



ANNEX IV

CURRENT OPERATORS

|   | CONCESSION AREA       | OPERATOR     | TECHNOLOGY
|-- | --------------------- | ------------ | ----------
|1  | ANÁPOLIS              | NET Serviços | CABLE     
|2  | BAURU                 | NET Serviços | CABLE     
|3  | BELO HORIZONTE        | NET Serviços | CABLE     
|4  | BRASÍLIA              | NET Serviços | CABLE     
|5  | CAMPINAS              | NET Serviços | CABLE     
|6  | CAMPO GRANDE          | NET Serviços | CABLE     
|7  | FRANCA                | NET Serviços | CABLE     
|8  | GOIÂNIA               | NET Serviços | CABLE     
|9  | INDAIATUBA            | NET Serviços | CABLE     
|10 | JUNDIAÍ               | NET Serviços | CABLE     
|11 | PIRACICABA            | NET Serviços | CABLE     
|12 | RECIFE                | NET Serviços | MMDS      
|13 | RIBEIRÃO PRETO        | NET Serviços | CABLE     
|14 | RIO DE JANEIRO        | NET Serviços | CABLE     
|15 | SANTOS                | NET Serviços | CABLE     
|16 | SÃO CARLOS            | NET Serviços | CABLE     
|17 | SÃO JOSE DO RIO PRETO | NET Serviços | CABLE     
|18 | SÃO PAULO             | NET Serviços | CABLE     
|19 | SOROCABA              | NET Serviços | CABLE     
|20 | ARAPONGAS             | NET Serviços | CABLE     
|21 | BAGÉ                  | NET Serviços | CABLE     
|22 | BENTO GONCALVES       | NET Serviços | CABLE     
|23 | BLUMENAU              | NET Serviços | CABLE     
|24 | BLUMENAU - BTV        | NET Serviços | CABLE     
|25 | CAXIAS DO SUL         | NET Serviços | CABLE     
|26 | CHAPECÓ               | NET Serviços | CABLE     
|27 | CRICIUMA              | NET Serviços | CABLE     
|28 | CRUZ ALTA             | NET Serviços | CABLE     
|29 | CURITIBA              | NET Serviços | CABLE     
|30 | CURITIBA              | NET Serviços | MMDS      
|31 | ERECHIM               | NET Serviços | CABLE     
|32 | FARROUPILHA           | NET Serviços | CABLE     
|33 | FLORIANÓPOLIS         | NET Serviços | CABLE     
|34 | JOINVILLE             | NET Serviços | CABLE     
|35 | LAJEADO               | NET Serviços | CABLE     
|36 | LITORAL (CAPÃO NOVO)  | NET Serviços | CABLE     
|37 | LONDRINA              | NET Serviços | CABLE     
|38 | MARINGÁ               | NET Serviços | CABLE     
|39 | NOVO HAMBURGO         | NET Serviços | CABLE     
|40 | PASSO FUNDO           | NET Serviços | CABLE     
|41 | PELOTAS               | NET Serviços | CABLE     
|42 | PORTO ALEGRE          | NET Serviços | CABLE     
|43 | PORTO ALEGRE          | NET Serviços | MMDS      
|44 | RIO GRANDE            | NET Serviços | CABLE     
|45 | SANTA CRUZ DO SUL     | NET Serviços | CABLE     
|46 | SANTA MARIA           | NET Serviços | CABLE     
|47 | URUGUAIANA            | NET Serviços | CABLE     



ANNEX V

Table of Existing
Brazilian Content Contracts, established between NET BRASIL and the following Programmers:

|   | PROGRAMMER                                       | PRODUCT                                                                  | INSTRUMENT IN FORCE                                                                                                                                                    
|-- | ------------------------------------------------ | ------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1  | Canal Rural Produções Ltda.                      | CANAL RURAL                                                              | Licensing Contract for the Distribution of Pay TV Signals, signed on July 1, 2003.                                                                                     
|2  | Climatempo Assessoria e Consultoria Ltda.        | INTERACTIVE CONTENT CLIMATEMPO                                           | Supply and Licensing Contract for the Use, Showing, and Exploitation of Interactive Applications, Content, Data and Programming of Pay TV, signed on December 16, 2002.
|3  | Climatempo Internet Ltda                         | TV CLIMATEMPO                                                            | Supply Contract for Content and the Assignment of Rights for the Use, Showing and Exploitation of Pay TV, signed on December 16, 2002.                                 
|4  | ESPN Brasil Ltda.                                | ESPN BRASIL                                                              | Affiliation Agreement, signed on July 14, 2000.                                                                                                                        
|5  | Globosat Programmer Ltda.                        | GNT, MULTISHOW, SPORTV, SPORTV 2, CANAL BRASIL, GLOBONEWS and SEXY HOT   | Distribution Contract and Other Agreements, signed on December 1, 1994.                                                                                                
|6  | Globosat Programmer Ltda.                        | CARIOCA SOCCER CHAMPIONSHIP  2004 SEASON                                | Term Sheet and PPV Soccer Consortium, signed on January 13, 2004.                                                                                                      
|7  | Globosat Programmer Ltda.                        | SOCCER CHAMPIONSHIPS  RIO-SÃO PAULO, SUL MINAS, BRASILEIRO SERIES A & B | Term Sheet and PPV Soccer Consortium, signed on January 14, 2004.                                                                                                      
|8  | Globosat Programmer Ltda.                        | PPV WRESTLING CHAMPIONSHIP                                               | Term Sheet and PPV Wrestling Consortium, signed on May 3, 2002.                                                                                                        
|9  | Globosat Programmer Ltda.                        | PPV FAMA                                                                 | Term Sheet, signed on June 14, 2004.                                                                                                                                   
|10 | MTV Brasil Ltda.                                 | ADVERTISING SPACE                                                        | *Agreement on Exchange of Advertising Space*between NET Serviços Ltda., NET Brasil S.A. and MTV Brasil Ltda., signed on July 1, 2002.                                  
|11 | MTV Brasil Ltda.                                 | MTV BRASIL                                                               | Licensing Contract for the Distribution of Pay TV Signals, signed on July 1, 2002.                                                                                     
|12 | Rádio Excelsior Ltda.                            | RÁDIO EXCELSIOR                                                          | Specific Free Licensing Agreement for the Distribution of Pay TV Signals, signed on July 1, 2002.                                                                      
|13 | Rádio Gaúcha S.A.                                | RÁDIO GAÚCHA                                                             | Specific Licensing Agreement for the Distribution of Pay TV Signals, signed on September, 14, 2000.                                                                    
|14 | Rádio Globo de São Paulo Ltda                    | RÁDIO GLOBO AM                                                           | Specific Free Licensing Agreement for the Distribution of Pay TV Signals, signed on May 19, 2002.                                                                      
|15 | Rádio Globo S.A                                  | RÁDIO GLOBO FM                                                           | Specific Free Licensing Agreement for the Distribution of Pay TV Signals (Audio Channel), signed on June 30, 2000.                                                     
|16 | Rádio Panamericana S.A                           | RÁDIO JOVEM PAN                                                          | Specific Licensing Agreement for the Distribution of Pay TV Signals, signed on May 5, 2003.                                                                            
|17 | Radioclick Serviços Interativos Ltda.            | 32 AUDIO CHANNELS                                                        | Specific Licensing Agreement for the Distribution of Pay
Audio and/or TV Signals, signed on September 28, 2001.                                                        
|18 | Radiotelevisão Portuguesa S.A.                   | RTPi                                                                     | Licensing Contract for the Distribution of Pay TV, signed on January 1, 1998.                                                                                          
|19 | RBS  Empresa de TVA Ltda.                       | TV COM                                                                   | Licensing Contract for the Distribution of Pay TV Signals, signed on August 14, 2003.                                                                                  
|20 | Senior Consultores Associados Ltda.              | CANAL ESOTÉRICO                                                          | Contract for the Free Supply and Assignment of Rights of Use, Showing and Exploitation of Pay TV, signed on September 18, 2001.                                        
|21 | Serviço Nacional de Aprendizagem Comercial       | STV (REDE SESC SENAC)                                                    | Licensing Contract for the Distribution of Pay TV Signals, signed on September 1, 1998.                                                                                
|22 | SIC  Sociedade Independente de Comunicação, SA. | SIC INTERNATIONAL                                                        | Licensing Contract for the Distribution of Pay TV Signals.                                                                                                             
|23 | Telecine Programmer Ltda.                        | TELECINE CHANNELS                                                        | Telecine Distribution Agreement (signed on November 22, 1994) and Term Sheet (signed on July 2, 1997).                                                                 
|24 | TV1 Multimídia Ltda.                             | PORTAL DO CHIQUINHO                                                      | Contract for the Supply of Content and Assignment of Rights of Use of Pay TV, signed on January 2, 2002.                                                               
|25 | USA Programmer Ltda. (InterProgrammer Ltda.)     | UNIVERSAL CHANNEL ( USA )                                                | Distribution Agreement, signed on May 10, 1996.                                                                                                                        
|26 | WGT Tecnologia em Informática Ltda.              | INTERACTIVE CONTENT
TRAFFIC                                              | Contract for the Supply of Content and Assignment of Rights of Use, Showing and Exploitation of Pay TV, signed on January 2, 2002.