Exhibit 2.8

EXECUTION COPY

January 13th, 2004

To Boston Latin
America Finance Company  BLAFCO
and the other holders of, and of beneficial interests
in, Series A Floating Rate
Notes Due 2005 of Net Sul Comunicações Ltda.

Put Option

Ladies and Gentlemen:

We refer to the
Indenture dated as of October 31, 1997, as amended (the Indenture), among (i) NET SUL
COMUNICAÇÕES LTDA., a sociedade limitada organized under the laws of the Federative
Republic of Brazil (formerly known as Net Sul Comunicações S.A.) (the Company), having
its principal office at Rua Silveiro 1111, Porto Alegre  RS, Brazil, (ii) the Guarantors
listed on the signature pages hereto (each a Guarantor and, collectively, the Guarantors),
(iii) TELEVISÃO A CABO CRICIÚMA LTDA. as guarantor, (iv) WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION (as successor in interest to The Chase Manhattan Bank), a national
banking association organized under the laws of the United States, as Trustee (in such
capacity, the Trustee), (v) JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank, New
York) as Registrar and Paying Agent, (vi) JPMORGAN CHASE BANK (formerly The Chase
Manhattan Bank, London Branch), as Transfer Agent, Calculation Agent and Paying Agent,
(vii) J.P. MORGAN BANK LUXEMBOURG S.A. (formerly Chase Manhattan Bank Luxembourg S.A.) as
Paying Agent, and (viii) J.P. MORGAN TRUST BANK (formerly Chase Trust Bank) as Principal
Paying Agent.  Capitalized terms used and not defined herein have the meanings specified
in the Indenture.

In consideration of
the agreement of Boston Latin America Finance Company - BLAFCO (BLAFCO) to waive its
put-option right under the Letter Agreement dated August 28, 2003 (the First Letter
Agreement) by the Company, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each Guarantor agree
for the benefit of BLAFCO and each and all of the other holders of, and of beneficial
interests in, Series A Notes which elected not to exercise their right under the Section
13.2 of the Indenture and their right under the First Letter Agreement to require the
Company to repurchase its Series A Notes (collectively, the Series A Noteholders) as
follows:

Section 1.        Put
Options.  (a)  In addition to the Companys obligations under the First Letter Agreement,
the Company will repurchase, in whole or in part (provided that, if in part, any such
Series A Notes will be in an amount equal to U.S.$10,000 or any integral multiple
thereof), the Series A Notes or interests therein held by any Series A Noteholder at such
Series A Noteholders sole option on April 30, 2004 (April Extended Put Option Date) at
a purchase price of 100% (expressed as a percentage of the principal amount of the Series
A Notes to be repurchased), together with all accrued and unpaid interest due under the
Indenture, if any, on the April Extended Put Option Date.  In order to exercise such
option, a Series A Noteholder must, not less than 15 nor more than 45 days prior to the
April Extended Put Option Date, deliver to the Company a notice specifying that it is
exercising its right under this Agreement to require the Company to repurchase Series A
Notes held by such Series A Noteholder, specifying the aggregate principal amount of the
Series A Notes held by such Series A Noteholder to be purchased by the Company and
confirming that, promptly upon receipt of payment hereunder, such Series A Noteholder
will take such action as may be necessary to effect the transfer to the Company of its
interest in the Series A Notes to be purchased by the Company under this subsection (a).
 No such transfer of a beneficial interest may be cancelled without the prior consent of
the Company.  On the April Extended Put Option Date, the Company shall pay or cause to be
paid the purchase price for the relevant Series A Notes against transfer of such Series A
Notes to the Company or its designee.

(b)      Also in
addition to the Companys obligations under the First Letter Agreement, the Company will:

(i)      If any holder
of Series A Notes shall exercise its put-option right under the First Letter Agreement,
         within three days thereafter, notify the Trustee in writing of such exercise,
specifying the identity of such holder and the          principal amount of the Series A
Notes as to which such option shall have been exercised.  A notice by the Company
pursuant          to this subsection (i) will be deemed delivered upon receipt by the
Trustee.

(ii)     If the first
notice delivered by the Company to the Trustee pursuant to subsection (i) above shall
have          been delivered after the date hereof, repurchase in whole or in part
(provided that, if in part, any such Series A Notes          will be in an amount equal
to U.S.$10,000 or an integral multiple thereof) the Series A Notes or interests therein
held by          any such Series A Noteholder at such Series A Noteholders sole option
on February 27, 2004 (the February Put Option Date)          at a purchase price of
100% (expressed as a percentage of the principal amount of the Series A Notes to be
repurchased),          together with all accrued and unpaid interest due under the
Indenture, if any, on the February Put Option Date.  In order to          exercise such
option, such Series A Noteholder must, after January 15, 2004 but prior to the 15th day
after the delivery of          the first such notice delivered by the Company pursuant to
subsection (i) above, deliver to the Company a notice specifying          that it is
exercising its right under this Agreement to require the Company to repurchase Series A
Notes held by such Series          A Noteholder, specifying the aggregate principal
amount of the Series A Notes held by such Series A Noteholder to be          purchased by
the Company and confirming that, promptly upon receipt of payment hereunder, such  Series
A Noteholder will          take such action as may be necessary to effect the transfer to
the Company of its interest in the Series A Notes to be          purchased by the Company
under this subsection (ii).  No such transfer of a beneficial interest may be cancelled
without the          prior consent of the Company.  On the February Put Option Date, the
Company shall pay or cause to be paid the purchase price          for the relevant Series
A Notes against transfer of such Series A Notes to the Company or its designee.  As of
the date          hereof no holder of Series A Notes has exercised its put-option right
under the First Letter Agreement.

Section 2.
       Representations and Warranties.  The Company represents and warrants with respect
to the Company and each of the Guarantors, and each Guarantor represents and warrants
with respect to itself, that, as of the execution date of this Agreement:

(a)      The Company
and each Guarantor is an entity duly organized and validly existing under the laws of the
Federative Republic of                   Brazil.

(b)      The
execution, delivery and performance by the Company and each such Guarantor of this
Agreement, and the consummation of the                   transactions contemplated
hereby, are within its powers (corporate and otherwise), have been duly authorized by all
                  necessary action (corporate and otherwise) and do not contravene (i)
its Estatuto Social or Contrato Social, as the                   case may be, (ii) any
contractual restriction binding on or affecting it or (iii) any law or court or
governmental                   order or judgment binding on or affecting it.

(c)      No
authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory                   body or any other third party is
required for the due execution, delivery and performance by the Company and each
                  such Guarantor of this Agreement.

(d)      This
Agreement has been duly executed and delivered by the Company and each such Guarantor,
and is the legal, valid and                   binding obligation of the Company and each
such Guarantor, enforceable against each such Person in accordance with
                  its terms.

Section 3.
       Guaranty.  The Guarantors hereby jointly and severally, fully and unconditionally
guarantee on a senior basis to each Series A Noteholder the due and punctual payment by
the Company of amounts owing hereunder when and as the same shall become due and payable,
in accordance with the terms hereof.  In case of the failure of the Company punctually to
make any such payment, the Guarantors hereby agree, jointly and severally, to cause such
payment to be made punctually when and as the same shall become due and payable, and as
if such payment were made by the Company.

Each Guarantor hereby
agrees that its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of this Agreement against the Company, the absence
of any action to enforce the same, any release or amendment or waiver of any term of any
other guarantee of, or any consent to departure from any requirement of any other
guarantee, this Agreement, the obtaining of any judgment against the Company or any
action to enforce the same or any other circumstances which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.  Each Guarantor hereby waives
notice of the acceptance of this Agreement and of any of the obligations under this
Agreement (the Obligations) or of the accrual thereof, and further waives presentment,
protest, notice or demand.  This is a continuing guarantee and is a guarantee of payment
and not of collection, and the Guarantor waives any right to require the Series A
Noteholders to initiate collection proceeds or otherwise enforce payment of the
Obligations or any security or other guarantee therefor before obtaining payment
hereunder.

This Guarantee shall
continue to be in effect or be reinstated, as the case may be, if at any time any payment
in respect of any of the Obligations is rescinded or must otherwise be returned by the
Series A Noteholders, whether by reason of the insolvency, bankruptcy, receivership,
reorganization or liquidation of the Company or any Guarantor or any other obligor or
otherwise, all as though such payment had not been made.

Each Guarantor hereby
waives the benefits of diligence, presentment, demand of payment, any requirement that
any Series A Noteholder protect, secure, perfect or insure any security interest in or
other Lien on any property subject thereto or exhaust any right or take any action
against the Company or any other Person or any collateral, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect hereto or the
indebtedness evidenced thereby and all demands whatsoever, and covenants, that this
Guarantee will not be discharged except by complete performance of the obligations
contained herein.  Each Guarantor hereby agrees that, in the event of a default in
payment of amounts owing hereunder, legal proceedings may be instituted by any Series A
Noteholder directly against such Guarantor to enforce this Guarantee without first
proceeding against the Company or any other Guarantor.  Each Guarantor agrees that if,
after the occurrence and during the continuance of a default hereunder, any of the Series
A Noteholders is prevented by applicable law from exercising its rights hereunder, such
Guarantor agrees to pay to the Series A Noteholder, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been permitted to
be exercised by any of the Series A Noteholders.

No provision hereof
shall alter or impair the guarantee of the Guarantors, which is joint and several,
absolute and unconditional, of the due and punctual payment of amounts owing by the
Company hereunder.

Each Guarantor shall
be subrogated to all rights of the Series A Noteholders hereunder against the Company in
respect of any amounts paid by such Guarantor; provided, however, that no Guarantor shall
be entitled to enforce or to receive any payments arising out of, or based upon, such
right of subrogation until all amounts owing hereunder shall have been paid in full.

This Agreement shall
remain in full force and effect and continue to be effective should any petition be filed
by or against the Company for liquidation or reorganization, should the Company become
insolvent or make an assignment for the benefit of creditors or should a receiver or
trustee be appointed for all or any significant part of the Company's assets, and shall,
to the fullest extent permitted by law, continue to be effective or be reinstated, as the
case may be, if at any time any payment made hereunder is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any Series A
Noteholder, whether as a voidable preference, fraudulent transfer or otherwise, all
as though such payment or performance had not been made. In the event that any payment,
or any part thereof, is rescinded, reduced, restored or returned, this Agreement shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by such
amount paid and not so rescinded, reduced, restored or returned.

Each Guarantor hereby
irrevocably waives all benefits set forth in the following provisions of the Brazilian
law: articles 827, 830, 834, 835, 838 and 839 of the Civil Code and article 595 of the
Civil Procedure Code.

No stockholder,
officer, director, employer or incorporator, past, present or future, of the Company or
any Guarantor, as such, shall have any personal liability under this Agreement by reason
of his, her or its status as such stockholder, officer, director, employer or
incorporator.

Section 4.
       Effect of Headings.  The Section headings herein are for convenience only and
shall not affect the construction hereof.

Section 5.
       Counterparts.  This Agreement shall be executed in seven counterparts, each of
which will be deemed an original, but all of which together will constitute one and the
same instrument.  Delivery of an executed copy of this Agreement by facsimile shall be
effective as delivery of an original executed copy hereof.

Section 6.
       GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAW.  FOR THE PURPOSES OF ARTICLE 9 OF DECREE-LAW NO. 4657 DATED SEPTEMBER 4, 1942,
THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN PROPOSED TO THE COMPANY AND THE GUARANTORS
BY BLAFCO.

Section 7.
       Submission to Jurisdiction; Agent for Service; Waiver of Immunities.  (a)  The
Company and the Guarantors irrevocably agree, for themselves and in respect of their
property, generally and unconditionally, that any suit, action or proceeding or arbitral
award against it brought by any Series A Noteholder arising out of or relating to this
Agreement may be instituted in any state or Federal court in the Borough of Manhattan in
The City of New York, New York, and waive any objection which it may now or hereafter
have to the laying of venue of any such proceeding, and irrevocably submits to the
non-exclusive jurisdiction of such courts in any suit, action or proceeding or arbitral
award.

(b)      By the
execution and delivery of this Agreement, the Company and each of the Guarantors (i)
acknowledges that it has, by separate written instrument, designated and appointed CT
Corporation System, currently located at 1633 Broadway, New York, New York 10019, as its
authorized agent upon which process may be served in any suit, action or proceeding or
arbitral award with respect to, arising out of, or relating to, this Agreement or any
transaction contemplated hereby or thereby, that may be instituted in any Federal or
state court sitting in the Borough of Manhattan in The City of New York, and will cause
CT Corporation System to acknowledge that it has accepted such designation, (ii) submits
to the jurisdiction of any such court in any such suit, action or proceeding, and (iii)
agrees that service of process upon CT Corporation System shall be deemed in every
respect effective service of process upon the Company or such Guarantor, as the case may
be, in any such suit, action or proceeding or arbitral award.  The Company and the
Guarantors further agree to take any and all action, including the execution and filing
of any and all such documents and instruments as may be necessary to continue such
designation and appointment of CT Corporation System in full force and effect for one
year after the date of this Agreement; provided that the Company and each Guarantor may
and shall (to the extent CT Corporation System ceases to be able to be served on the
basis contemplated herein), by written notice to all of the Series A Noteholders,
designate such additional or alternative agents for service of process under this Section
that (i) maintain an office located in the Borough of Manhattan, The City of New York in
the State of New York, (ii) are either (x) counsel for the Company and the Guarantors or
(y) a corporate service company which acts as agent for service of process for other
persons in the ordinary course of its business and (iii) agree to act as agent for
service of process in accordance with this Section.  Such notice shall identify the name
of such agent for service of process and the address of such agent for service of process
in the Borough of Manhattan, The City of New York, State of New York.  Notwithstanding
the foregoing, there shall, for one year after the date of this Agreement, be at least
one agent for service of process for the Company and the Guarantors appointed and acting
in accordance with this Section.

(c)      To the extent
that the Company or any of the Guarantors has acquired or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, the Company and the
Guarantors hereby irrevocably waive such immunity in respect of their obligations under
this Agreement, to the full extent permitted by law.

Section 8.
       Currency of Account; Conversion of Currency; Foreign Exchange Restrictions.
 Section 1.14 of the Indenture is incorporated by reference hereto with respect to the
payment of amounts owing under this Agreement as if fully set forth herein, except that
references to the Notes, the Guarantee or the Indenture shall be deemed to be
references to this Agreement, and references to Noteholders, the Trustee or any Paying
Agent shall be deemed to be references to the Series A Noteholders.

Section 9.
       Amendments; Beneficiaries.  This Agreement may be amended, modified, supplemented
or waived only with the consent of the undersigned and each Series A Noteholder affected
by such amendment, modification, supplement or waiver.  Neither the Company nor any
Guarantor may assign its obligations hereunder.  This Agreement shall be binding upon the
Company, the Guarantors and their respective successors and shall inure to the benefit of
BLAFCO and the other Series A Noteholders on the date hereof and in the future.

Section 10.
      Independent Obligation; Relationship to Indenture.  The obligations of the Company
and the Guarantors under this Agreement are independent of their respective obligations
under the Indenture, and nothing in this Agreement shall be construed as an amendment,
modification or novation (novação) of the Indenture or the Notes or any terms or
conditions thereof.

For the avoidance of
doubt, this Agreement is not intended to permit Series A Noteholders to collect payment
hereunder in respect of Series A Notes tendered pursuant to Section 2 in addition to
payment under the Indenture in respect of such Notes.

Section 11.
      Effectiveness of this Agreement.  This Agreement will become effective upon
execution and delivery by the Company, the Guarantors and BLAFCO.



IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the day and year
first above written.

| | Very truly yours,
| | -----------------

NET SUL COMUNICAÇÕES
LTDA. (formerly known as Net Sul Comunicações S.A.)

|By: | _______________________________ | Witness:
|--- | ------------------------------- | --------
|    | Name:                          
|    | Title:                          | Witness:
|   
|   
|By: | _______________________________ | Witness:
|    | Name:                          
|    | Title:                          | Witness:



NET SERVIÇOS DE
COMUNICAÇÃO S.A. (formerly known as Globo Cabo S.A.) as Guarantor

|By: | _______________________________ | Witness:
|--- | ------------------------------- | --------
|    | Name:                          
|    | Title:                          | Witness:
|   
|   
|By: | _______________________________ | Witness:
|    | Name:                          
|    | Title:                          | Witness:



HORIZONTE SUL COMUNICAÇÕES
LTDA.DR  EMPRESA DE DISTRIBUIÇÃO E RECEPÇÃO DE TV LTDA. (as successor in interest to
TV a Cabo Serrana Ltda. and Chapecó Empresa de TV por Assinatura Ltda)NET FLORIANÓPOLIS
LTDA. (formerly known as Multicanal Florianópolis S.A.)NET PARANÁ COMUNICAÇÕES LTDA.
(formerly known as HTV Comunicações Ltda.)NET MARINGÁ LTDA. (formerly known as
Antenas Comunitárias Brasileiras Ltda.)NET ARAPONGAS LTDA. (formerly known as TV Cabo
do Norte do Paraná Comercial Ltda.)NET CURITIBA LTDA. (formerly known as VTV Televisão
a Cabo Ltda.)TV CABO DE CHAPECÓ LTDA.NET JOINVILLE LTDA. (formerly known as
Antenas Comunitárias Sul Brasil Ltda.)

as Guarantors

|By: | _______________________________ | Witness:
|--- | ------------------------------- | --------
|    | Name:                          
|    | Title:                          | Witness:
|   
|   
|By: | _______________________________ | Witness:
|    | Name:                          
|    | Title:                          | Witness:



In consideration of
the Company and the Guarantors entering into this Agreement for the benefit of the
undersigned and each and all of the other Series A Noteholders, upon the effectiveness of
this Agreement against the Company and the Guarantors the undersigned waives its right
under the First Letter Agreement to require the Company to repurchase its Series A Notes
on January 30, 2004.

BOSTON LATIN AMERICA FINANCE COMPANY - BLAFCO

|By: | _______________________________ | Witness:
|--- | ------------------------------- | --------
|    | Name:                          
|    | Title:                          | Witness:
|   
|   
|By: | _______________________________ | Witness:
|    | Name:                          
|    | Title:                          | Witness: