Provided by MZ Data Products






Exhibits 4.20 



Operationalization
 Agreement  bound  to  the  Goods  and  Service  Supply  Agreement  related  to the
 
Provisioning  and Implementation of a GSM Mobile Telephone System 










CONTRACT FOR THE
SUPPLY OF GOODS AND SERVICES

RELATED TO THE SUPPLY
AND IMPLEMENTATION OF A

GSM MOBILE TELEPHONE SYSTEM 







By and Between 






MAXITEL S.A. 



TIM SUL S.A. 



TIM CELULAR S.A. 



TELPE CELULAR S.A. 



TELERN CELULAR S.A. 



TELEPISA CELULAR S.A. 



TELECEARÁ
CELULAR S.A. 



TELASA CELULAR S.A. 



TELPA CELULAR S.A. 







and 







ERICSSON
TELECOMUNICAÇÕES S.A. 



ERICSSON SERVIÇOS
DE TELECOMUNICAÇÕES LTDA 










* REPRESENTS OMITTED
INFORMATION, WHICH IS THE SUBJECT OF A REQUEST 
FOR CONFIDENTIAL TREATMENT WITH THE SEC  








CONTENTS 








	1. 	DEFINITIONS 	5  
	  
	2. 	CONTRACT DOCUMENTS 	7  
	  
	3. 	CONTRACT OBJECT 	8  
	  
	4. 	PRICES 	9  
	  
	5. 	EXCHANGE RATE VARIATION AND READJUSTMENT 	10  
	  
	6. 	ECONOMICAL-FINANCIAL BALANCE 	10  
	  
	8. 	PAYMENT PROCEDURES 	11  
	  
	9. 	PAYMENT CONDITIONS 	12  
	  
	10. 	DELAYED PAYMENTS 	12  
	  
	11. 	DEDUCTION/WITHHOLDING 	13  
	  
	12. 	COMPLIANCE WITH BNDES NORMS 	13  
	  
	13 	LOCAL PRODUCTION 	14  
	  
	14. 	HINDERED SITES AND/OR SITES IMPOSSIBLE TO BE USED FOR REASONS NOT IMPUTABLE TO THE CONTRACTED PARTY 	15  
	  
	15. 	PLANT TESTS AND INSPECTIONS 	15  
	  
	16. 	PACKAGING 	16  
	  
	17. 	OWNERSHIP AND HAZARD 	16  
	  
	18. 	TAXES 	16  
	  
	19. 	OBLIGATIONS OF THE CONTRACTED PARTY 	17  
	  
	20. 	OBLIGATIONS OF THE CONTRACTING PARTY 	19  
	  
	21. 	PROJECT MANAGEMENT 	20  
	  
	22. 	MILESTONES 	21  
	  
	23. 	PROGRESS, INSPECTIONS AND TESTING REPORT 	21  
	  
	24. 	ACCCEPTANCE 	21  
	  
	25. 	PENALTIES 	22  
	  
	26. 	TECHNICAL WARRANTY 	24  
	  
	27. 	SPARE PARTS 	27  
	  
	28. 	PERFORMANCE BOND 	27  
	  
	29. 	INSURANCE 	28  
	  
	30. 	INDEMNITIES AND LIABILITY LIMITATION 	29  
	  
	31. 	FORCE MAJEURE 	30  
	  
	32. 	RIGHTS OF INTELLECTUAL PROPERTY 	31  
	  
	33. 	LICENSE FOR SOFTWARE AND DOCUMENTATION USE 	32  
	  
	34. 	INFRINGEMENTS TO RIGHTS OF INTELLECTUAL PROPERTY 	33  
	  
	35. 	SUBCONTRACTING 	35  
	  
	36. 	CONFIDENTIALITY 	35  
	  
	37. 	INTERCEPTION 	36  
	  
	38. 	AGREEMENT EFFECTIVE DATE AND DURATION 	36  
	  
	39. 	TERMINATION 	37  
	  
	40. 	JOINT RESPONSIBILITY 	37  
	  
	41. 	NOTIFICATIONS 	38  
	  
	42. 	GENERAL PROVISIONS 	38  
	  
	43. 	ARBITRATION 	39  
















On
the one part,  






A) MAXITEL S. A., a
private corporation having its registered office at Av. Raja Gabáglia 1781, 13th floor,
 Bairro Luxemburgo,  in     the city of Belo  Horizonte,  State of Minas Gerais,
 enrolled with the CNPJ under card No.  01.009.686/0001-44  and with the State
    Registry under card No. IE 062.795318.00-05, hereinafter individually called “MAXITEL”; 





B) TIM SUL S.A. (the
new corporate name of TELEPAR CELULAR S.A., a company that  incorporated  TELESC CELULAR
S.A. and CTMR CELULAR     S.A.), a corporate body having its registered  office at Rua
Comendador  Araújo 299,  Downtown,  in the city of Curitiba,  State of     Paraná,
 enrolled  with the CNPJ under  card No.  02.332.397/0001-44  and with the State
 Registry  under  card No. IE  9015031848,     hereinafter individually called “TIM SUL”; 





C) TELPE CELULAR S.A.,
a private  corporation  having its registered office at Av. Conde da Boa Vista 800, 2nd
floor, Boa Vista, in     the City of Recife,  State of  Pernambuco,  enrolled with the
CNPJ under card No.  02.336.993/0001-00  and with the State  Registry     under card No.
IE 18.001.024.3582-4; 



TELERN  CELULAR  S.A.,
a private  corporation  having its  registered  office at Rua Prudente de Moraes 2700,
 rooms 8 and 9, Barro     Vermelho,  in the City of Natal, State of Rio Grande do Norte,
 enrolled with the CNPJ under card No.  02.332.973/0001-53  and with     the State
Registry under card No. IE 20.079.764-6; 



TELEPISA  CELULAR
S.A., a private  corporation  having its  registered  office at Av. Frei Serafim 1989,
 Downtown,  in the City of     Teresina,  State of Piauí, enrolled with the CNPJ under
card No.  02.368.412/0001-04  and with the State Registry under card No. IE
    19.44.0920-1; 



TELECEARÁ CELULAR
S.A., a private  corporation  having its registered office at Av. Barão de Studart 2575,
 Dionízio Torres, in the     City of Fortaleza,  State of Ceará, enrolled with the CNPJ
under card No. 02.338.114/0001-71 and with the State Registry under card     No. IE
06.998.161-2; 



TELASA CELULAR S.A., a
private  corporation having its registered office at Av. da Paz 2262,  Sobral, in the
City of Maceió,  State     of Alagoas, enrolled with the CNPJ under card No.
02.328.592/0001-09 and with the State Registry under card No. IE 240.931.43-2; 



TELPA CELULAR S.A., a
private corporation having its registered office at Av. Presidente Epitácio Pessoa 3160,
Tambauzinho,  in the     City of João Pessoa, State of Paraíba,  enrolled with the CNPJ
under card No.  02.322.271/0001-99 and with the State Registry under     card No. IE
16.119.131-2; 



Hereinafter
collectively referred to as “TIM NORTHEAST CARRIERS”; and 





D) TIM CELULAR S.A.
(the new corporate name of PORTALE SÃO PAULO S.A., a company that  incorporated  PORTALE
RIO NORTE S.A. and TIM     CELULAR CENTRO SUL S.A.), a private  corporation  having its
registered  office at Av. Giovanni Gronchi 7143, Vila Andrade,  in the     City of São
Paulo, State of São Paulo, enrolled with the CNPJ under card No. 04.206.050/0001-80,
hereinafter called “TIM CELULAR”; 





herein represented as
provided in its Articles of Incorporation,  hereinafter  collectively referred to as “Contracting
Party”; for     reference purposes only and without prejudice to each being deemed
autonomous and independent contractors; 





And on the other part, 





E) ERICSSON
 TELECOMUNICAÇÕES  S.A., a corporation having its office at Rua Maria Prestes Maia 300,
in the City of São Paulo, State     of São Paulo, enrolled with the CNJP under card No.
33.067.745/0001-27;  and 





F) ERICSSON  SERVIÇOS
DE  TELECOMUNICAÇÕES  LTDA., a corporation  having its office at Rua Maria Prestes Maia
300, 4th floor,  Left     Wing, in the City of São Paulo, State of São Paulo, enrolled
 with the CNJP under card No. 03.619.317/0001-07; 





herein represented as
provided in its Articles of Incorporation, hereinafter collectively referred to as “Contracted
Party”. 





Contracting Party and
Contracted Party, hereinafter individually called “the Party”, or collectively referred
to as “the Parties”. 







Whereas:  



          	(i) 	
               Contracting Party has been licensed by the National Telecommunications Agency
               – Anatel to operate the Personal Mobile Service (SMP) all over Brazil,
               according to the areas of carrier operations provided under letters
               “A”, “B”, “C” and “D” of the preamble to
               this Contract; 






          	(ii) 	
               the carriers contemplated in letters “A”, “B” and
               “C” of the preamble to this Contract have submitted a request for
               quotation to Contracted Party, as substantiated in the Request for Quotation
               (RFQ) No. RFQ-NW-089/02, for the supply of a Mobile System under the GSM
               Technology 1800 MHz, whose negotiated terms and conditions shall equally apply
               to TIM CELULAR, except if otherwise provided in this Contract; 






          	(iii) 	
               in reply to the above-mentioned RFQ, Contracted Party submitted to Contracting
               Party, on November 28, 2002 its Proposal No. W2194, which was subjected to
               successive negotiations between the Parties, with the supply of “Core”
               equipment for all locations mentioned in the RFQ being eventually awarded to
               Contracted Party, as well as “BSS” equipment for the States of Minas
               Gerais, Sergipe and Bahia together with all related services for both
               “Core” and “BSS”; and 






          	(iv) 	
               on November 27, 2002 TIM CELULAR and Contracted Party have executed a Contract
               for the Supply of Goods and Services (Contract for the Supply of a GSM Mobile
               Telephone System in Brazil) (“Previous Contract”) for the supply of
               “Core” and “BSS” equipment and related services. Pursuant to
               negotiations between them, TIM CELULAR and Contracted Party have agreed that all
               Purchase Orders placed by TIM CELULAR as of the date when this Contract was
               executed, as provided in subclause 38.1.1, shall be ruled by this Contract
               rather than by the Previous Contract, which will remain in full force and effect
               for all Purchase Orders issued before this date. 








Now,  therefore,  the
Parties have agreed to enter into the present Contract for the Supply of Goods and
    Services  in  relation  to  the  supply  and  implementation  of a GSM  mobile
 telephony  system  (“the     Contract”), under the following terms and conditions: 












1. DEFINITIONS  

	1.1. 	
               The terms below shall have the meaning given such terms in this Clause and in the whole Contract
         and its Annexes 









Affiliated  – means
 any  subsidiary  affiliated  to the head  office  of  Contracting  Party  and/or
    Contracted Party. 



Contract  Amendment  – means
a document  duly  signed by the legal  representatives  of the  Parties,     whereby any
 amendments,  additions or  modifications  in Contract terms and  conditions  shall be an
    integral part of the Contract. 



Software  Update – means
any  corrections  introduced  in the  Software  on basis of failure  reports     issued
by  Contracted  Party and users,  to be issued in the form of Software  Updates by
 Contracted     Party. A Software Update shall contain the appropriate  load file,
 implementation  instructions  and     user documentation. 



Goods – means the
 Hardware,  Spare  Parts,  Documentation  and  Software to be  supplied  under this
    Contract. 



Commissioning – means
all services related to Network Element integration; 



Contract – means this
Contract executed between  Contracting  Party and Contracted  Party,  including     all
Annexes incorporated into the mentioned Contract,  Applicable  Document,  as well as any
Contract     Amendments. 



Date of  Acceptance  – means
 the  date(s)  on  which  the  System  or Part of the  System  shall  be     effectively
accepted or deemed accepted as provided in Clause 24. 



Date of Completion – means
the date(s)  specified in the  Implementation  Plan under which the System     or Part of
the System,  as the case may be, shall be  implemented  and deemed ready to be approved
in     System  tests  (or in a  test  of  System  expansion,  when  applicable),  taking
 into  account  all     appropriate expansions or extensions. 



Base-Date – November
11, 2002. 



Documentation – means
all relevant or required  documentation  for System  Implementation,  including     but
not limited to technical manuals, designs and drawings. 



Network  Element – means
any Goods delivered  and/or  installed  and/or tested as a stand-alone  part     with a
 specific  functionality  within  a GSM  system,  such  as but not  limited  to:  MSC
 (Mobile     Switching  Centre),  HLR (Home  Location  Register),  VLR  (Visitors
 Location  Register),  BSC (Base     Station  Controller),  BTS (Base Transceiver
 Station),  AUC (Authentication  Centre), OMC (Operation     and Maintenance  Centre),
 GSM/PSTN Interface,  GSM/PLMN Interface,  SMS (Short Message System),  VMS     (Voice
Mail System), BGw/SOG Billing System, Microwave Backbone etc. 



Contracted  Party
Equipment – means the tooling,  instrumentation,  test equipment and any other item
    belonging to or acquired by Contracted Party or its  subcontractors  as required to
perform under the     Contract and not intended to be  incorporated  into the System or
otherwise  acquired by  Contracting     Party. 



Technical
 Specification – means the System technical and functional  specification,  as specified
in     Annex 4. 



Hardware – means all
materials and equipment items included in the System, as specified in Annex 1. 



Implementation – means
the installation and Acceptance Tests to be carried out under the Contract. 



In Service
 Certificate – a Certificate  issued by Contracted Party to notify  Contracting Party
that     the Site has been  initially  accepted  under  conditions  that are  equivalent
to TAI  (Statement of     Initial  Acceptance).  Such document  shall have the same
 effectiveness  as the TAI and shall comply     with the provisions in Annex 5. 



Item – means any item
related to Hardware,  Software,  Spare Parts,  Services,  Documentation or test
    equipment. 



Lead Times – means the
established  term for the delivery or  Implementation  of an Item, as provided     in
Annex 3. 



Place(s)/Site  – means
the  effective  location(s)  where the System or Part of the  System  shall be
    implemented. 



Notification  of Final
 Acceptance  (DAF) – means  the  Certificate  issued  by  Contracted  Party to     notify
 Contracting  Party  that the  Site  has  been  finally  accepted  under  conditions
 that are     equivalent to TAF (Statement of Final  Acceptance).  Such document shall
have the same  effectiveness     as the TAF and shall comply with the provisions in Annex
5. 



Part of the System – means
any System  functional unit that, by being  Implemented in a specific site     or
otherwise, is clearly separated from other parts of the System. 



Spare Parts – means
any replacement Items as defined in Annex 5 and specified in Annex 1. 



Purchase  Orders  – means
a  Contracting  Party  express  request,  as set  forth in Annex 3, for the
    acquisition of Goods and/or Services. 



Implementation
 Plan/Schedule  – means the schedule agreed by the Parties for the  Implementation  of
    the System or Part of the System. 



Failure  Report – means
the report(s) to be submitted by  Contracting  Party to Contracted  Party for
    purposes of  indicating  a failure  related to the  operation of a Software  program
 included in the     System. Such reports shall comply with the pattern set forth in
Annex 4. 



Service – means
Implementation and Commissioning 



System – means the
Hardware and Software to be supplied and implemented under this Contract. 



BTS Site – means the
Goods and  Services to be delivered by  Contracted  Party to any specific  site,     in
accordance with Annex 1 to this Contract. 



SMC – means Cellular
Mobile Service, as defined by Anatel. 



SMP – means Personal
Mobile Service, as defined by Anatel. 



Software – means any
 computer,  module or software  packet  program or any part  thereof in the same
    binary code and included in the System as specified in Annex 1. 



Software  Bound to
 License  Increments  (“Pay-as-it-grows”)  – means  the  Software  for  which  the
    acquisition of license increment is contingent on Contracting Party needs. 



TAF – means the
Statement of Final  Acceptance to be issued by Contracting  Party in accordance  with
    Annex 5. 



TAI – means the
 Statement of Initial  Acceptance  to be issued by  Contracting  Party in  accordance
    with Annex 5. 



Territory – means, in
this Contract, the Federative Republic of Brazil. 



Acceptance  Tests – means
all tests and inspections to be made according to the procedures  specified     in Annex
5. 



Update – See “Software
Update”. 



Upgrade – means a
Software update containing new significant features or applications. 








1.2.  Other terms in
capital  letters  used in this  Contract  shall have the  meanings  respectively
    given to them elsewhere in this Contract. 





1.3. Words used in the
singular  number only shall also include the plural number and vice versa,  as
    required by the context. 





1.4.  The  headings
 or  titles  in  this  Contract  are  used  for  purposes  of   convenience   and
    identification  only and are not intended to describe,  construe,  define or limit
the scope,  extent     or intent of this Contract or of any provisions thereof. 






2. CONTRACT
DOCUMENTS  





2.1 The following
sections shall be an integral part of the present Contract: 





Annex 1 – List of Unit
Prices, Discounts, Vouchers and Incentives 



Annex 2 –Responsibilities
Matrix 



Annex 3 – Procedures
for Issuing Purchase Orders, Confirmation, Amendment and Lead-Times 



Annex 4 – Technical
Specifications 



Annex 5 – Test and
Acceptance Procedures 



Annex 6 – Performance
Bond 



Annex 7 – Applicable
Documentation 





2.2. Without prejudice
to both Contracting  Party and Contracted Party, the above-listed  Annexes may     be
modified  independent  from each other or as a whole,  always  subject to the  express
 consent of     both contracting parties, as provided in subclause 42.1. 





2.3. All documents
referred to in the present Clause 2 are deemed  sufficient,  in complement to this
    Contract,  to define their extent and intent and, therefore,  govern the adequate
 performance of the     contracted object. 





2.4. In case of
conflict and/or discrepancy  between the Contract and its Annexes,  the provisions in
    the Contract shall prevail over the  provisions in the Annexes,  except as regards
any subject matter     of a technical nature clearly defined in such Annexes. 



	  	
 2.4.1.  The Parties  hereby  agree  that,  in case of conflict  and/or  discrepancy  between the
         provisions in Annexes 1, 2, 3, 4, 5, 6 and those in Annex 7, the terms and  conditions  provided
         in those Annexes shall prevail over the provisions in Annex 7.









	  	
  2.4.2.  In case of any doubt  arising out of Contract  performance,  this shall be so settled as
         to meet the necessary specifications for the good performance of the Contract object.














3. CONTRACT
OBJECT  





3.1. The present
 Contract  sets forth the  obligation  of  Contracted  Party to supply the Goods and
    Services to Contracting  Party in accordance  with the Purchase  Orders issued by
 Contracting  Party     and  accepted by  Contracted  Party.  Contracting  Party shall
only be committed in relation to Goods     and Services  described in Purchase  Orders
that are duly issued at its sole  discretion and accepted     by  Contracting  Party,
 with no  implication  whatsoever  as regards  the  estimated  values for the     issuing
of the  Performance  Bond  provided in Clause 28. Any other  document  issued by
 Contracting     Party  containing a list of Goods and Services and related  quantities
shall be equally deemed a mere     estimate not implying any  obligation or
 responsibility  on the part of either  Contracted  Party or     Contracted Party. 





3.2. The Parties
 hereto  mutually  agree that there will be no commitment  between them to reimburse
    any  expense  possibly  incurred by the other Party as a result of this  Contract
 execution,  unless     otherwise provided in this Contract. 





3.3. The supply of
Goods and the  rendering  of Services  shall only be started by  Contracted  Party
    against  the issue of the  related  Purchase  Orders by  Contracting  Party and their
 acceptance  by     Contracted  Party.  According to the relevant Purchase Order duly
accepted and in conformity with the     high  standards to be expected  from a
 technically  qualified,  experienced  and  competent  vendor,     Contracted  Party
shall  supply,  install,  commission  and test the System,  including its Hardware,
    Software, Spare Parts and Services, as provided in this Contract. 





3.4. The total
 Contract value shall be defined by the summation of all Purchase  Orders  accepted by
    Contracted Party. 





3.5.  Contracting
 Party may temporarily  suspend those activities whose Purchase Orders have already
    been submitted, subject to the procedure set forth in Annex 3. 





3.6.  Contracted Party
shall be liable for all necessary  expenses  incurred in performing the object     of the
present Contract,  including without  limitation the housing,  meals and transportation
of its     employees, legal representatives,  assigns or subcontractors.  In no event
shall Contracting Party be     liable for the  aforementioned  expenses,  except as
provided in subclause 4.4.1 of this Contract and     unless otherwise agreed between the
Parties. 





3.7. The Parties agree
that Contracting Party may request additional  Hardware,  Software,  Services,
    Documentation  and Spare Parts of  Contracted  Party  manufacture  not  included in
Annex 1, in which     case Contracted  Party shall supply such  additional  Items in
compliance with the provisions in this     Contract in accordance  with specific  price
 quotations  and delivery  terms and provided such Items     are  related  to the  object
of this  Contract.  In the  event of any  additional  Item  having to be     imported,
 Contracting Party hereby  acknowledges that the necessary  conditions to meet
FINAME/BNDES     requirements might not be met. 












4. PRICES  





4.1. * 





4.2. * 





4.3. * 





4.4. * 





    4.4.1 * 





4.5. * 





    4.5.1 * 





    4.5.2 * 





    4.5.3 * 





    4.5.4 * 





4.6 * 






5. EXCHANGE RATE
VARIATION AND READJUSTMENT  





5.1 * 





5.2  * 





5.3 * 





5.4 * 





    5.4.1 * 





5.5   * 



    5.5.1 * 





    5.5.2 * 





5.6      * 



    5.6.1 * 











6.
ECONOMICAL-FINANCIAL BALANCE  





6.1.  All  prices  and
 commercial  conditions  established  in  this  Contract  are  based  on  the
    economical-financial  conditions prevailing on the Base Date.  Therefore,  in the
event of occurring     substantial changes in such conditions that would affect the
Contract  economical-financial balance,     the Parties  hereto  shall have to negotiate
 such ways and means to maintain the original  Contract     balance as to ensure a fair
relationship between them. 






7. Invoicing  





7.1. Each sales
bill/invoice issued by Contracted Party shall contain the following information: 





(i) The  Purchase
 Order  number and date and the  reference  of the  relevant  Item in the Purchase
    Order; 



(ii) The Item from the
List of Unit Prices and its corresponding value; 



(iii) The FINAME Code
Number, if applicable to the acquired Item and if already published; 



(iv) The  Contracting
 Party internal order number,  provided that expressly and timely  notified to
    Contracted Party; and 



(v) the Site
 corresponding  to the acquired  Goods or to the Services  rendered  when  indicated by
    Contracting Party in the Purchase Order. 





7.2. In the event of
occurring a delayed  submission of the sales  bill/invoice  and/or errors being
    identified therein, the following procedure shall be adopted: 









(a) Should it be
possible to correct the sales bill/invoice submitted by Contracted           Party
through a letter of correction, then Contracting Party shall notify           Contracted
Party of such correction within five (5) workdays counted from the           date when
the sales bill/invoice was received, and Contracted Party shall           deliver the
mentioned letter to Contracting Party within three (3) workdays from           the date
the Contracting Party request was received.  





(b) In the event of
not being possible to correct the sales bill/invoice submitted           by Contracted
Party by means of a letter of correction therefore requiring the           submission of
a new sales bill/invoice, then Contracting Party shall return the           irregular
sales bill/invoice to Contracted Party within five (5) days from the           date it
was received to enable a new document to be issued. 










7.3. The new sales
 bill/invoice  submitted by Contracted  Party shall be paid by Contracting  Party
    according to the payment terms set forth in subclause  9.1 of this  Contract and in
accordance  with     the object of the mentioned sales bill/invoice. 





7.4. The  detection of
errors in sales  bills/invoices,  the absence of documents  and/or  errors or     delays
in the information  submitted by Contracted  Party shall in no event imply the payment of
any     penalty whatsoever by Contracting Party. 





7.5.  Contracted Party
shall reimburse  Contracting Party for any penalty applied by tax authorities     or by
 any  other  competent  authority  as a  result  of  the  submission  of an  irregular
 sales      bill/invoice,  or for failing to submit it,  being liable for any and all
 cost/loss  arising out of     such event. 






8. PAYMENT PROCEDURES  





8.1. All payments
shall be credited to a bank account specified in writing by Contracted Party. 





8.2. The information
 regarding the bank account  specified by Contracted  Party shall be updated by
    providing  Contracting  Party with a fifteen (15) days advance  notice  whenever the
need will exist     for Contracted Party to modify the information previously submitted
to Contracting Party. 





8.3.  Contracting
 Party  shall not be liable  for any fines for  delayed  payments  resulting  from
    information incorrectly submitted by Contracted Party in connection with bank options. 





8.4.  The amount
 credited  to  Contracted  Party’s  bank  account,  after being duly  available  to
    Contracted Party, shall be deemed payment in full of all obligations  relating to the
payment of the     portions  effected by  Contracting  Party under the payment
 conditions set forth in Clause 9 of the     present Contract. 





8.5.  Except in case
of  advance  payments  made by  Contracting  Party,  Contracted  Party  will be
    notified by Contracting Party of the list of sales  bills/invoices  covered by each
payment,  within     thirty (30) days after being effected. 





8.6. In the event of
 Contracted  Party  receiving any type of tax benefit  directly  related to the     Goods
and Services under this  Contract,  Contracted  Party shall be responsible  for complying
with     all applicable  requirements to ensure that  Contracting  Party will accrue the
same  aforementioned     benefit, if so desired and stated in writing. 






9. PAYMENT CONDITIONS  





9.1 Payments shall be
effected by Contracting Party to Contracted Party in accordance with amounts in
DDP conditions (Incoterms 2000) specified in sales bills/invoices, as follows:  





9.1.1 * 





   9.1.1.1  * 





9.1.2 * 





9.1.3 * 





9.1.4 * 





9.1.5 Additional
Services  



The payment terms for
additional Services shall be formally agreed upon between the Parties. 






10. DELAYED
PAYMENTS  





10.1. Any delayed
 payment shall be updated at the rate of one hundred and ten percent (110%) of the
    CDI (Interbank  Deposit  Certificate)  over the amount in delay,  from its maturity
date to the date     payment is effected.  In the event of delayed  payments being made
by Contracting  Party as provided     in this  subclause,  Contracted  Party may,
 without  prejudice to all other  remedies,  suspend its     performance  under the
Contract,  in whole or in part,  until the date when such amounts are paid in     full. 





10.2. In the event of
occurring a delayed  payment as provided in subclause 11.3,  Contracted  Party     shall
be subject to the  application of the delay charges  described in subclause 10.1 above,
 to be     applied to the amount due. 






11.
DEDUCTION/WITHHOLDING  





11.1  Contracting
 Party will authorize  payments only against the submission by Contracted  Party of
    (i) the sales  bill/invoice;  and (ii)  notarized  copies of the payroll  indicating
the employees of     Contracted  Party or  subcontractors  that are rendering  Services
 under this  Contract,  and of the     documents of social security  acquittance  with
the INSS (National  Social Security  Agency) and FGTS     (Employment  Security  Fund)
 relative  to the  month  immediately  prior to the date  when the sales     bill/invoice
was issued.  The documents  mentioned under item (ii) shall be submitted to Contracting
    Party on or before the twentieth (20th) day of the month of the maturity date in
question. 




	  	
 11.1.1.  Should  Contracted  Party fail to comply with the  provision in subclause  11.1 above,
         Contracting  Party shall be authorized to withhold one hundred  percent  (100%) of all payments
         due to Contracted  Party,  until the date when the  corresponding  obligation is fully complied
         with by Contracted Party, unless otherwise agreed by Contracting Party and Contracted Party.













11.2.  Contracting
 Party may, at its sole discretion,  withhold and/or deduct from any payments due     to
Contracted Party: 





(a) the amount of any
applicable penalty as provided in this Contract; 



(b) the amount of any
damages caused by Contracted  Party to Contracting  Party arising out of this
    Contract;  



(c) the costs related
to insurance  policies that will be the  responsibility  of Contracted  Party
       under this Contract and that may have to be contracted or renewed by Contracting
Party,  provided        that  evidence  is  obtained  that  Contracted  Party  failed to
comply  with  their  respective         obligations; and 



(d) the  amounts
 charged to  Contracting  Party as a result of labor or social  security  taxes or
       claims regarding  obligations not complied with by Contracted Party under this
Contract, or under        the applicable legislation. 





11.3.  Contracting
Party may deduct the amounts due by Contracted Party under this Contract from any
    future payment. Should such amount exceed the value of sales bills/invoices,
 Contracted Party shall     pay the  difference  within sixty (60) days counted from the
date when the  corresponding  notice is     received by Contracting Party. 





11.4. Prior to
effecting any deduction and/or  withholding any amount as provided in this Clause 11,
    Contracting  Party shall timely notify  Contracted Party of such deduction and/or
 withholding to be     effected. 






12. COMPLIANCE WITH
BNDES NORMS  





12.1.  Contracted
 Party shall act in  conformity  with all relevant  rules of the National Bank for
    Economic and Social  Development  (BNDES),  the  compliance of which will be required
on the part of     vendor to enable Contracting Party to apply for BNDES financing (“BNDES
Norms”). 







12.2. All sales
 bills/invoices  issued by Contracted  Party in connection  with the  acquisition of
    locally  manufactured  Items shall include the FINAME  (Special  Industrial
 Financing  Agency) Code     Number,  as per  nomenclature  indicated in the
 Computerized  Manufacturer  Registry – CFI/FINAME,      provided such code is published
 before the date when sales  bills/invoices  are issued.  Contracted     Party shall
 provide all technical and financial  data on the Items  acquired by  Contracting  Party
    together  with the relevant  sales  bills/invoices,  as required by BNDES or by
FINAME.  Contracting     Party  shall not  accept  more than one sales  bill/invoice  for
parts of the same  Item,  except as     otherwise  agreed by the Parties.  All sales
 bills/invoices  related to the  acquisition of locally     manufactured  Items shall be
subject to return or to an  extension  in their  maturity  dates in the     event of
being non-compliant with BNDES Norms or other procedures defined in the present Contract. 





12.3.  Contracted
Party shall be responsible for the accuracy and authenticity of all data submitted     to
Contracting Party in connection with such compliance with Contracted Party’s
responsibilities. 





12.4.  In the event of
 Contracted  Party not  complying  with its  obligations  as provided in this     Clause
12, and for which  Contracted  Party shall be responsible  under the present  Contract,
 thus     preventing  Contracting  Party  from  applying  for any  financing  under
 BNDES  Norms for  reasons     attributable  to  Contracted  Party,  then  Contracting
 Party shall have the right to terminate the     present  Contract  provided that
Contracted  Party is not capable of remedying such violation within     sixty (60) days
counted  from the date when a written  notice is given by  Contracting  Party on the
    impossibility of obtaining the necessary  financing under BNDES Norms due to the
 non-compliance  on     the part of  Contracted  Party of the  obligations  defined in
Clause 12,  without  prejudice to all     losses and damages caused to Contracting Party
as a result of such non-compliance. 





12.5.  Contracted
 Party shall not be deemed in  violation of the  responsibilities  defined in this
    Clause 12 in the event of the  application  by  Contracting  Party for  financing
 from BNDES  being     rejected or delayed for the following reasons: 





(a) Any  modification
 in the  legislation,  or acts from government  agencies  and/or  authorities
       enforced after the execution of this Contract,  which will considerably  affect
the capability of        either Contracted Party or Contracting Party to comply with
BNDES Norms; and 



(b) Force Majeure
reasons. 








13 LOCAL PRODUCTION  





13.1 The Parties
hereto agree that the production  line of GSM Hardware in Brazil,  effective on the
    date  this  Contract  was  executed  and as  described  in Annex 1 may be
 discontinued  at the sole     discretion of Contracted  Party should  Contracting  Party
demand not justify the maintenance of the     mentioned  production  line. The Parties
hereto agree that, in the event of Contracted  Party having     to import any  Hardware
 as a  substitute  for local  production,  then  Contracted  Party  shall be
    committed to comply with the conditions  provided in this Contract.  Contracted
 Party shall further     be committed,  in this case, to comply with the  provisions  in
this Contract  regarding  FINAME and     BNDES. 





13.2.  Contracting
 Party  shall be  committed  to provide  Contracted  Party with a  forecast,  not
    involving the purchase  obligatoriness  relative to its future demand, to enable
Contracted Party to     comply with the Lead Times agreed upon in this  Contract.  The
procedures for the submission of such     forecast shall be agreed upon by the Parties. 






14. HINDERED
SITES AND/OR SITES IMPOSSIBLE TO BE USED FOR REASONS NOT IMPUTABLE TO THE CONTRACTED
PARTY  





14.1.  In case a Site
is  hindered  and/or has been  declared  impossible  to be used for reasons not
    imputable to the  Contracted  Party and in case the  Contracting  Party  requests in
writing that the     Contracted  Party removes and delivers the Items to an alternate
 Site,  the  Contracting  Party will     bear all incurred  costs by the Contracted
 Party,  provided they have been duly proved and have been     previously  approved by
the  Contracting  Party,  including such costs (i) all the Services  required     for the
removal,  transportation  and additional  storage of those Items,  (ii) materials which
reuse     will be deemed  impossible in the alternate  Site, and (iii)  mobilization of
personnel and any other     costs incurred by the Contracted Party for the purposes
defined in herein Clause 14. 







	  	
 14.1.1.  In case the Items are not  transferred  to any other Site,  according to the provisions
         of  sub-clause  14.1  above  and the  Site  hindrance  remains  and/or  the  situation  of being
         impossible to use the Site remains,  for reasons not to be imputed to the  Contracted  Party for
         more than sixty (60) days from the notice of  hindrance  or  impossibility  of use, and for such
         reason the Contracted Party is prevented to execute the acceptance  procedures,  the Contracting
         Party will pay the  Contracted  Party,  within  thirty  (30) days from  receipt of the  relevant
         Bill/invoice,  the amounts  related to the event,  regarding the relevant “Term of Initial Term”
         or the relevant “In Service Certificate” of the Items supplied to the Site in question.






	  	
 14.1.2.  In case hindrance of the Site remains  and/or the situation of being  impossible to use
         the Site remains,  for reasons not to be imputed to the  Contracted  Party,  in excess of ninety
         (90) days  from  receipt  of the  notice  of the  hindrance  and/or  impossibility  of use,  the
         Contracting  Party  will pay the  Contracted  Party,  up to thirty  (30) days from  issue of the
         relevant  Bill/invoice,  the amounts  related to the Final  Acceptance of the Items  supplied to
         the  mentioned  Site.  Contracting  Party  will be  responsible  for  the  safety  of all  Items
         delivered by the  Contracted  Party until the Site’s  situation is cleared and the  condition of
         hindrance and/or the condition of  impossibility  of use is released.  Damage inflicted upon the
         Items during the period under the Contracting  Party’s  security will be the  responsibility  of
         the Contracting  Party.  The Contracted Party takes on the  responsibility  for execution of the
         procedures  for  acceptances  as soon the  relevant  authorities  release the  hindrance  and or
         impossibility of its use,










15. PLANT TESTS
AND INSPECTIONS  





15.1 The  Contracted
 Party will test  Hardware,  Software  and Spare  Parts in  compliance  with the
    standard  procedures  related to the Contracted  Party’s plant tests. The Contracting
Party will have     the right its presence  during  execution of the mentioned plant
tests.  The  Contracting  Party will     notify  the  Contracted  Party  about the
 arrival  of its  representative  at least tem (10) days in     advance.  The
 Contracting  Party will be  responsible  for all  travel  expenses  and other  charges
    incurred by the Contracting Party or its representatives. 





15.2 The  Contracted
 Party  guarantees  that the  Hardware,  Software  and the Spare  Parts  will be
    delivered to the  Contracting  Party only in case if they have been duly  approved in
the plant tests     and under any other relevant quality controls executed by the
Contracted Party. 






16. PACKAGING  





16.1 All Items will be
adequately  packaged in  compliance  with the  Contracted  Party’s and freight
    company packaging standards and delivery specifications. 






17. OWNERSHIP
AND HAZARD  





17.1  Property  rights
 regarding  the  Goods  subject  of  herein  Agreement  will be  assigned  the
    Contracting Party on delivery of each Good. 





17.2  Liability  for
the  hazards  connected  with  the  Goods  and  Services  will be  assigned  the
    Contracting Party according to the following provisions: 



a) In case the
Contracting  Party has contracted  Services from the Contracted  Party,  liability for
       the hazards  connected to the purchased Goods will assigned the  Contracting
 Party at the time of        execution  of the Term of Initial  Acceptance  or In Service
 Certificate,  prevailing  that which        occurs first; and 



b) In case  the
 Contracting  Party  has not  contracted  any  Services  from the  Contracted  Party,
       liability  for the hazards  connected  to the  purchased  Goods will  assigned to
the  Contracting        Party simultaneously with delivery of the mentioned Goods. 





17.3  Ownership  of
Software  and  Documentation  will always be of the  Contracted  Party and/or its
    relevant licensors, according to Clause 33 of herein Agreement. 





17.4  Ownership and
liability for any hazards  connected with the Spare Parts will be assigned to the
    Contracting Party on their delivery. 








18. TAXES  





18.1.  The prices
 listed in Attachment 1 include all taxes at the rates in force on the Base Date of
    herein Agreement,  and the applied ISS is related to the five per cent (5%) rate for
Services,  to be     adjusted according to the rates applicable to the destination of the
invoicing. 





18.2.  In case,
 during  effectiveness  of herein  Agreement,  any taxes,  levies,  charges or fiscal
    contributions  have been  created  or the rates used in  Attachment  1 have been
 altered  or, in any     other manner the Contracted  Party’s  burdens have been
increased or decreased, the prices of herein     Agreement  will  undergo  a  review,
 in  order to  reflect  such  alterations,  to be  applied  from     effectiveness of the
legal procedures responsible for introduction of such alterations. 






18.3.  The  Contracted
 Party  will  answer   exclusively  and  severally  for  the  payment  of  all
    contributions, levies and charges which incur or come to incur on the subject of
herein Agreement. 





18.4. In case the
 Contracting  Party is legally  ordered to withhold from the  Contracted  Party any
    amounts  for the payment of any taxes and  contributions  and,  as a result  from
 judicial  measures     obtained  by the  Contracted  Party the  Contracted  Party  does
not pay such  charges,  it is agreed     between the Parties that the Contracted Party
will bear sole  responsibility  for eventual tax claims     which may be filed against
the Contracting  Party,  which will be duly compensated for any penalties,     fines or
other consequences which may be demanded as a result from such matter. 






19.
OBLIGATIONS OF THE CONTRACTED PARTY  





19.1.  Without
 prejudice to the other  obligations  set forth  herein,  the  Contracted  Party binds
    itself to: 



a)       supply all
highest-quality Goods, suitable for corresponding purposes and in condition for making
          feasible the integration with related systems, Software, Hardware and Services
object of this           Agreement and included in Attachment 1; 



b)       upon the
issue of a Purchase Order by the Contracting Party, perform the implementation,
          Commissioning, testing and configuring services of the Goods listed in item “a” above,
          provided with technical manpower adequate for performing and inspecting such
activities, in           accordance with the terms set forth herein and in the
Attachments hereto; 



c)       submit the
Documentation related to Goods and Services; 



d)       attend to
meetings with the Contracting Party, as agreed, without charge to the latter; 



e)       promptly
provide, according to the specific circumstances of each case, information on the
          performance of its own activities when requested by Contracting Party, in
addition to           requesting the latter for pieces of information and documents
required for the performance of           its activities; 



f)       strictly
comply with the Schedule, keeping a satisfactory quality level of the activities object
          of this Agreement, without prejudice to the performance of other activities
which depend           directly upon former ones, promptly reporting to the Contracting
Party any fortuitous delays           which may have occurred, or which occur further; 



g)       remove, under
its own liability and expenses, all packages and exceeding materials, among others,
          related to the Goods and Services, transporting same to a location out of the
Sites where the           Goods have been installed, and keeping them in adequate
conservation and cleanness           conditions, observing any rule and procedure issued
by the Contracting Party and/or           government requirements regarding the Site’s
management and security, provided that the           implementation of the Goods’ acquired
by the Contracted Party; 



h)       take actions
concerning sub-contracted parties intended for assuring Contracting Party’s
          guarantees set forth herein; the sub-contracted parties shall be replaces
whenever requested           by the Contracting Party by means of a formal notice,
provided that the reason is duly           justified; 



i)       submit, when
applicable, to Contracting Party’s prior analysis the technical information,
          drawings, manuals, documents and calculations related to the purposes of this
Agreement,           including those required for the performance and follow-up of
Hardware and Software’s           installation and tests, as required, without violating
the Contracted Party’s intellectual           property rights and observed the terms set
forth under Clause 32; it is hereby agreed that           any further approval by the
Contracting Party does not reduce Contracted Party’s liability or           exempt it
from same regarding such pieces of information, drawings, manuals, documents and
          calculations; 



j)       promptly
report to the Contracting Party, by means of written notice or any other means agreed
          upon between the Parties, any errors or faults detected by the Contracted Party
on the           performance of the object of this Agreement; 



k)       allow and
enable the Contracting Party, through its representatives, to proceed, at any time, with
          an inspection and provide the inspectors with all required information and
documents, without           any charge, in addition to providing likewise free access to
places where an activity related           to this Agreement is being performed, and
keeping the record of all considerable events,           notifications, decisions,
irregularities, remarks and counterclaims. Notwithstanding, it is           hereby agreed
that should the Contracting Party wish to carry out tests during the
          performance of Services by the Contracted Party, such activity shall be
previously discussed           between the Parties so that it does not interfere with the
compliance with the Schedule; 



l)       purchase
under its own name, unless otherwise requested by the Contracting Party, the Goods to be
          supplied by the Contracted Party and concerned Goods payment shall be under the
sole           liability of same, and the use of the Contracting Party’s name in such
dealings is prohibited; 



m)       issue with
enough time the reports requested by the Contracting Party, as agreed upon between the
          Parties; 



n)       obtain the
Contracting Party’s prior permission in case of access to Sites under the liability of
          same; 



o)       define and
keep a full-time technical team as well as an adequate number of professionals to
          comply with the Contracting Party’s requirements regarding terms and quality
set forth herein;           such technical team and professionals shall refer themselves
to the Project Manager assigned           by the Contracted Party, who shall be liable
for performing the required interface with the           Contracting Party, among other
activities; 



p)       execute all
insurance agreements according to Clause 29; 



q)       carry out the
payment of salaries, all labor, social security and any other burdens required by
          the applicable law, and its employees and sub-contracted parties regarding the
object of this           Agreement, and such obligations are under the Contracted Party’s
sole liability; 



r)       comply with
all obligations related to labor safety rules applicable to the object of this
          Agreement, in compliance with the law in force; it is liable for providing all
its employees           with each and every, collective or individual, piece of equipment
(mainly helmets, shoes,           safety belts, etc.), in addition to requiring from same
and their sub-contracted parties the           equipment use and the compliance with
relevant rules, making sure that such pieces of           equipment are being properly
used; 



s)       supply,
directly or by means of sub-contracting, local Items, provided and so identified in the
          Unit Price List – Attachment 1, duly registered in FINAME as per the law in
force. Items not           provided in the Unit Price List, shall be subject to terms and
conditions specific for           complying with FINAME’s terms; 



t)       provide all
Items, when applicable, on visible places, with identification cards comprising:
          registered manufacturer’s name, Item manufacturing site and year, in addition
to their           technical identification and part number; 



u)       take over the
whole liability for fortuitous accidents caused by its employees or sub-contracted
          parties to the Contracting Party and third-parties during the execution of this
Agreement, in           addition to direct loss and damages caused to the Contracting
Party and third-parties, as per           Clause 30; 



v)       be fully
responsible for its employees and sub-contracted parties, including charges related to
          social security, accidents and burdens of managing, punishing, taxing and civil
nature; the           Contracted Party shall be deemed the sole employer and it is clear
from now on that there is           no relationship of any kind between the employees of
the Contracted Party and the Contracting           Party; 



w)       be fully
responsible for the deliver of Goods and Services at the right addresses, as informed in
          the Purchase Orders accepted by same; additionally, it shall be likewise
responsible for the           additional expenses and the risks related to the transport
deriving from the delivery at           sites other than those informed in the Purchase
Orders accepted by same; and 



x)       be fully
responsible for the removal of Goods which have been delivered at the Site without being
          requested by the Contracting Party. 





19.2.  The  Contracted
 Party shall carry out its duties  pursuant to its own methods and  standards,     and
complying with all  requirements  and technical  specifications  agreed upon between the
Parties;     the Contracted  Party is compelled to comply with applicable  standards,
 including those  officially     published by Anatel and ABNT (Brazilian Association of
Technical Standards). 




	  	19.2.1  	The
Goods shall comply with all effective  regulations  (including  Resolutions 316, 317,
318, 319,                         320,  321,  issued in the year of 2002,  in  addition
 to the old ones  252/2000,                         226/2000,  263/2001,  issued by
Anatel) or those eventually established by Anatel                         and other
regulating bodies. 









	  	19.2.2  	The
 Contracted  Party is liable for  adjusting  Goods and Services  according  to the
 regulations                         established by Anatel and other regulating  bodies,
 effective until November 11,                         2002;  the  Contracting  Party
shall not be liable for any charge  regarding such                         adjustment. 








19.3.  The  prices  of
Goods  set  forth  herein  are  based on  Anatel’s  specifications  officially
    published  until  November 11, 2002.  Should  Anatel or any other  competent
 regulating  body either     modify  or  establish  new  specifications  which  imply in
 changes  in the  Goods  supplied  by the     Contracted Party, the Parties shall come to
an agreement on the prices deriving from such changes. 









	  	19.3.1.  	Notwithstanding
 the provisions under sub-clause 19.3. above, the Parties hereby agree that further
                        regulations  which may detail,  repeat or adjust  subjects which
have been object                         of regulations  (Resolutions,  Ordinances,
 Standards or Acts issued by Anatel or                         other  regulating  bodies)
in force until  November 11, 2002  applicable  hereto,                         shall  be
 complied  with by the  Contracted  Party  without  any  charge  to the
                        Contracting  Party,  even  if  such  subject  have  been  ruled
 by  means  of  a                         regulation  issued with a new number upon such
date.  The  Parties  hereby  agree                         that  deriving  adjustments
 shall  be  always  limited  to  subjects  object  of                         regulations
issued until November 11, 2002. 








	  	19.3.2.  	Should
Contracted Party have developed,  as per the Contracting Party express resolution,
 features                         which  are  regulated  by  Anatel in a way  other  than
 that  determined  by the                         Contracting  Party, the adjustments
 required for the new regulation issued shall                         be agreed between
the Parties. 









19.4.  The  Contracted
 Party binds  itself to submit  homologation  certificates  for all  equipment     models
supplied,  which may be subjected to mandatory  certification,  with the respective
 effective     date updated. 





19.5.  Contracting
 Party  recognizes  that the  Contracted  Party shall not be liable for  obtaining
    permits related to the Sites. 










20. OBLIGATIONS OF
THE CONTRACTING PARTY  




20.1  Without
 prejudice to the other  obligations  set forth  herein,  the  Contracting  Party binds
    itself to: 



a)   make the access
to the Sites  available  and  feasible  for  Contracted  Party’s  personnel  and
    sub-contracted  parties,  with all  specifications  set  forth in the RFI  (Ready
 for  Installation)     document as provided in  Attachment 5, such as heating,
 air-conditioned,  lighting,  current  airing     and electric power points,  storage
proper space, if required,  and related  quality  levels,  on the     dates  established
 on the  Implementation  Plan to be  defined  between  the  Parties,  or which are
    otherwise  reasonably  required  for  allowing  the  Contracted  Party to begin  and
 accomplish  the     Implementation, without interruptions; 



b)   provide,  as
reasonably  specified by the Contracted Party, any pieces of information  requested
    by same and which are  required for the System’s or Part of the  System’s  project,
 engineering  and     Implementation,  or otherwise  required for the  Contracted  Party
to comply with its  obligations as     per this  Agreement as, for instance,  among
others,  technical  data for  interfacing  with existing     systems,  data  and  plans
 of  the  respective  Site  on  the  dates  specifically  provided  in the
    Implementation Plan, or as otherwise required for the Contracted Party to comply with
its duties; 



c)   provide the
 Contracted  Party with  effective  help to obtain and maintain any entry or working
    visa or permit required for the personnel contracted by same; 



d)   provide the
Contracted  Party with  effective help to obtain and maintain the licenses  required
    for importing and  re-exporting  the Equipment of same on temporary and tax-free
 basis,  within five     (05) days as of the Contracted Parties’ request; 



e)       provide the
Contracted Party monthly with a forecast of Goods demand without any purchase
          obligation on the Contracting Party’s part; 



f)       obtain
required permits for building up and operating the Sites; 



g)   carry out the
payments  regarding the supplies  object of this  Agreement,  as per the terms and
    conditions set forth herein and Attachments hereto. 





20.2 Should the
 Contracting  party fail to comply with or be behind  schedule in the compliance with
    its  obligations as per clause 20, it shall then  reimburse the  Contracted  Party
for all additional     costs and expenses the latter may incur for complying with
impacted  obligations,  provided that such     additional  costs and expenses are proved
by the  Contracted  Party and validated by the  Contracting     Party,  without
 prejudice to the  Contracted  Party’s right to postpone its  obligations  as per the
    provisions  under  sub-clause  25.2,  or to  another  term  agreed  upon  between
 the  Parties.  The     Contracted  Party shall be reimbursed  for all such costs and
expenses  within thirty (30) days as of     the issue of the respective Bill of
Sales/invoice by same.  







21. PROJECT
MANAGEMENT  





21.1 Both Contracted
Party and Contracting  Party, for the effective period of this Agreement,  shall
    appoint a Project Manager for the Agreement who: 



a)  shall have
authority to make routine decisions concerning the execution of this Agreement; and 




b) shall keep the
closest  cooperation  possible  with the Project  Manager of the other Party,  as the
case calls. 





21.2. The Parties
shall appoint the  individuals  who shall replace the Project  Managers should they
    be absent or fortuitously prevented from performing their functions. 





21.3. Every
communication  regarding the performance  development of this Agreement’s  object,  shall
    be made by means of a written  notice  and  forwarded  to the  Project  Manager  of
the other  Party,     except  for cases of oral  agreement,  determined  according  to
the job’s  urgency,  which  shall be     confirmed by means of written notice within
three (03) days as of its occurrence. 





21.4 Each Party  shall
 formally  report to the other  Party the  complete  name and  position of its
    Project Manager. 





21.5 Except for
reasons  justified and accepted by the Contracting  Party, the Contracted Party shall
    keep at the former’s  disposal,  for the effective period of this Agreement,  its
Project Manager who     shall be responsible for the management of the System’s
Implementation and Inspection. 





21.6 The  Contracted
 Party  shall  appoint a  professional  duly  registered  at the local  Regional
    Council of  Engineering,  Architecture  and Agronomy  (CREA),  as the  technical
 person in charge of     contracted Services’ Implementation. 





21.7 Each  Party
 shall be liable  for  travel and daily  expenses  of its  respective  professionals
    involved  in the  Project  Management,  provided  it is not  otherwise  agreed
 between  the  Parties     hereunder. 






22. MILESTONES  





22.1 Both Parties
shall comply with the Schedule,  observing the  respective  activities as set forth
    in Attachment 2. 





22.2 The  issue  of
the  Initial  Acceptance  Term by the  Contracting  Party or the  payment  to the
    Contracted  Party of any amount  due as per the terms  herein,  shall not exempt the
latter  from its     liabilities  regarding  performed  activities  and those to be
performed,  and shall not imply in the     final acceptance of same. 





22.3 Should
 Contracting  Party  certify the  existence  of any  irregularity  or default  concerning
    activities  reported  as  completed  by the  Contracted  Party,  these  activities
 shall  be  deemed     uncompleted,  and remain as pending events until the latter
correct such  irregularities or defaults;     the Contracted Party shall be liable for
deriving expenses. 






23. PROGRESS,
INSPECTIONS AND TESTING REPORT  





23.1. The Contracted
 Party shall submit to the Contracting  Party,  weekly or whenever  requested by
    same,  a  report  on the  progress  of the  System’s  or  Part  of the  System’s
 Implementation,  as     applicable,  in order to keep the Contracting  Party aware of:
(i) its current phase always comparing     to the Schedule;  (ii) next steps to be taken
by the Contracted Party  concerning faced troubles,  or     those to be faced; and (iii)
corrections carried out or to be carried out. 





23.2.  The
 Contracting  Party may, at any time and  whenever  required,  carry out  inspections
 and     tests,  provided that in compliance with the provisions  under Clause 19, letter
“k”,  concerning the     Goods and Services to be supplied by the Contracted  Party, in
order to verify their  compliance with     the  applicable  technical  regulations  and
 the  specifications   provided  herein.  The  following     procedures may be performed: 



a)   Quality control
testing; 



b)   Inspection at the
moment of supply; and 



c)   Installation
inspection. 





23.3.  Unless
otherwise agreed upon between the Parties,  the Contracted Party shall supply,  without
    charge to the  Contracting  Party,  whatever is required for testing  performance in
compliance  with     Attachment 5. 






24. ACCCEPTANCE  





24.1  Acceptance and
testing  procedures  concerning  all items  supplied by the Contracted  Party in
    compliance  with this  Agreement,  shall be  carried  out in  accordance  with the
terms set forth in     Attachment 5. 





24.2  Acceptance
 terms  concerning the Sites to be made  available by the  Contracting  Party,  shall be
in compliance with the terms set forth in Attachment 5. 






25. PENALTIES  





25.1  Contracted
 Party should  deliver  Assets  according to the  Implementation  Plan to be defined
    between the Parties.  Such  Implementation  Plan will be always  subject to the
 Parties’  respective     responsibilities, as defined in the Matrix of Responsibilities – Attachment
2. 





25.2. In case the
 Contracted  Party is precluded for complying  with its  obligations  for action or
    nonfeasance  reasons  attributable  exclusively to the Contracting Party or to
circumstances of Force     Majeure,  the term for complying with such obligations will be
proportionally  postponed for the same     number of days such impossibility will be
lasting. 





	  	
25.2.1.
 In  the  event  the  foregoing  impossibility  occurrence  for  action  or  nonfeasance
         attributable  exclusively to the  Contracting  Party,  it should bear with all
additional  costs          incurred by the Contracted Party in complying with obligations
 involved,  since properly proved          by the Contracted Party and validated by the
Contracting Party. 










25.3.  Penalties
 defined  in  this  clause  represent  the  only  and  total  compensation  for  the
    non-compliance  with  obligations  defined in this  Agreement,  however,  it is
agreed  upon that the     payment for such penalties to the  Contracting  Party will not
exempt the  Contracted  Party from the     responsibility of complying with obligations
 established in this Agreement,  which gave rise to such     penalties, as follows: 





25.4. Penalties for
Arrears 




	  	
25.4.1.
 In the event  that,  on  account of  circumstances  for which the  Contracted  Party is
         responsible,  the  System or Part of the  System is not ready  for  approval  by
the  Acceptance          Tests,  according  to: (i) dates agreed in the  Implementation
 Plan, or within the extension or          postponement  period,  as the case may be,  or
(ii)  obligations  deriving  from the  Matrix  of          Responsibility  established
 in the  Attachment  2, the  Contracting  Party will be  entitled to          require
from the Contracted Party the following compensation fines: 









	  	
25.4.1.1.
 For each BTS Site,  the  compensation  fine  will be,  for each full week in
                  arrears,  2% (two per cent) over the  aforementioned BTS Site, until
10% (tem per cent)                   maximum over the BTS Site value. 









	  	
25.4.1.2.
 For all other Items,  the  compensation  fine will be, for each full week in
                  arrears,  2% (two per cent)  over part of the Item value in  arrears
 (including  costs                   referent  to  relevant  Services,  since  rendered
 by the  Contracted  Party or by its                   subcontracted  parties),  or the
Item total value when the part involved prejudices its                   functional
 quality,  until 10% (ten per cent)  maximum  over part of the Item value or
                  Item value, as the case may be. 









	  	
25.4.1.3.
 In the event the  compensation  fine has been  applied  within  its  maximum
                  limit,  the  Contracting  Party  shall,  upon  notification  in
 writing,  require  the                   Contracted  Party to comply with its
 obligations  in arrears,  within a certain period                   of time,  which will
not be inferior to 7 (seven) days counted as from the receipt,  by                   the
Contracted Party, of the aforementioned  notification.  Such period will be defined
                  by  the  Contracting  Party,  at  its  exclusive  discretion,
  considering  reasonable                   technical  conditions for complying with the
 obligation,  among other  conditions that                   may influence such
compliance. 









	  	
25.4.1.3.1.
 In case the  Contracted  Party does not succeed in complying with
                           its obligations within the term established in the
 abovementioned  sub-clause                            25.4.1.3,   the   Contracting
  Party  will  be  entitled  to  terminate  this                            Agreement,
upon simple notification to the Contracted Party. 










	  	
25.4.2.
 The  compensation  fine  payment  will not  exempt the  Contracted  Party from the
           obligation of deliver and Implement the System or Part of the System.  












25.5 Penalty for not
complying with Technical Specifications 










25.5.1 In the event
Assets  installed do not meet  Technical  Specifications  mentioned in Attachment 4, the
Contracting Party will be entitled to apply the following conditions: 





	  	(a)  	During
the Technical Warranty period, the Contracted Party should repair or replace the Asset as
                   soon as possible, without additional costs to the Contracting Party.
In this case,                    it will be applied a compensation fine of 1% (one per
cent) of the corresponding                    Asset value;  







	  	(b)  	In
the event the Asset requested is not available and the Contracted Party has installed
another                    Asset that contains the same or better functional quality, it
will not be applied                    any fine and the Contracted Party will be entitled
to install and replace the Asset                    originally requested, as soon as it
is available;  







	  	(c)  	In
the event the Asset requested is not available and the Asset installed does not meet the
                   Technical Specifications agreed upon, it will be applied a
compensation fine of 10%                    (ten per cent) over the Asset relevant value,
since the fine established in the                    abovementioned sub-clause 25.4 was
not applied.  











25.6 Penalty for not
complying with the Utmost Term of Intervention During the Warranty Period  







	  	
25.6.1.
 During the Technical  Warranty period and in case the Contracted  Party incurs in undue
         arrears,  taking into  consideration  the maximum  terms  established  in
sub-clause  26.2,  the          Contracting Party will apply the following penalty:  










	  		
For
each delaying hour, 0.2% (point two percent) over the Hardware and/or Software value will
be                charged, if applicable, and such Penalty limit is established in 20%
(twenty per cent)                over the Hardware and/or Software value. In the event
the limit is attained, the                Contracting Party will be entitled to terminate
this Agreement.  
















25.7. Penalties for
Network Elements “Down Time” 





	  	
25.7.1.
 Contracted  Party  assures that all Network  Elements  will be in operation  during the
         Technical Warranty period.  










	  	
25.7.2.
 Contracted  Party should assure that the annual  failure rate for each Network  Element
         (MSC,  HLR and BSC) should not exceed 40 (forty)  ”down time”  minutes  (out of
 operation)  per          year.  












	  	
25.7.2.1
In case the annual failure rate is exceeded,  the Contracted  Party should pay
                  penalties  for the period  exceeding  the annual  failure rate agreed
 upon,  using the                   following formula: 












	  	
(a)
      0.3 % of the Network Element price for each 15 (fifteen)  minutes of
                           ”down time”  exceeding  the annual  failure  rate,  limited to
1.5% (one point                            five per cent) over the Network Element price;
and  







	  	
(b)
     0.5 % of the  Network  Element  price  for each 10 (ten)  minutes  of
                           ”down time”  exceeding  those 115 minutes under item (a)
above,  limited to 5%                            (five per cent) over the Network Element
price.  











	  	
25.7.3.
 For this sub-clause  25.7 purpose,  the annual failure rate will not consider the “down
         time” caused by:  







	  	
 (i) Preventive
maintenance agreed upon between the Parties;



(ii)Handling,  sizing
or changes inadequately  performed by the Contracting Party and/or by
                  its subcontracted parties, since evidenced by the Contracted Party;



(iii)         Events
of Force Majeure, as mentioned in Clause 31. 












	  	
25.7.4.
 During this  Agreement  validity term, in case of conflicts or doubts between its terms
         and the  provisions  of any  system  support  agreement  executed  or to be
 executed  among the          Parties,  the agreement  conditions that most benefit the
Contracting Party should prevail,  and          the  Contracting  Party  will not be
 allowed to join  simultaneously  conditions  of one and of          other.  











25.8  Limitation for
all Penalties 







	  	
25.8.1.
 Notwithstanding  any other  conditions  established  herein,  the  payment  of
 compensation  fines established  in this  Agreement  is limited  to 10% (ten per cent)
of the  accumulated  value of  Purchasing Orders accepted by the Contracted Party.  












26. TECHNICAL
WARRANTY  





26.1   System or Part
of the System 





26.1.1  Contracted
 Party  guarantees  that  Assets  are of the  best  quality,  news and do not
         present  any  irregularities,  defects  or  errors  even  though  related  to
the  manufacturing          (“Technical Warranty”). 





26.1.2 The  Technical
 Warranty  period  applied to Assets  will be of 24 (twenty  four)  months
         counted as from the Statement of Initial  Acceptance or the “In Service
 Certificate”  issuance,          the earliest to occur.  The  Technical  Warranty
 period of Items  repaired or replaced  will be          effective  until the  original
 warranty  termination,  and should  never be inferior to 6 (six)          months counted
as from the Item repair or replacement date. 





26.1.3.
 Notwithstanding  provisions  mentioned in sub-clause 26.1.2 above, Parties agree herein
         that  the  Technical  Warranty  period  for  Spare  Parts  and for all and any
 Hardware  and/or          equipment  acquired  without  correlated  Services  will
 start  in the  date of the  respective          delivery. 





26.1.4.  Parties agree
herein that in the event the Contracted  Party is requested for executing          a
repair or  correction  or executing  any other  Services  under  provisions  mentioned in
this          Clause 26,  such  Service  should be executed by the  Contracted  Party or
by its  subcontracted          parties, taking into consideration conditions established
in this Agreement. 





26.1.5.  In
 consideration  of provisions  mentioned in sub-clauses  19.2 and 19.3, it is agreed
         upon between the Parties that all Assets should meet the GSM  specifications
 established by the          Brazilian legislation,  including those related to Anatel
and ABNT rules.  Furthermore,  Parties          agree  herein that the  Contracted  Party
will not be liable for  consequences  arising from any          modifications  performed
 in  the  GSM  specification,   after  the  supply  of  Assets  to  the
         Contracting Party. 





26.1.6.  Parties
should agree upon with the Technical  Warranty terms and conditions  applicable
         to Items not included in the scope of this Agreement. 





26.1.7.  Defective,
 irregular or erroneous  Assets,  which are replaced,  should be returned to          the
Contracted Party. 





26.1.8.  Assets
 presenting  defects,  irregularities  or  errors  should  be  removed  from the
         Contracting Party facilities upon its authorization, in writing, as provided by
this Agreement. 





26.1.9.  During the
Technical  Warranty  period and at the time a defect,  irregularity or error          is
 identified  in any Item  provided by the  Contracted  Party,  the  Contracting  Party
should          notify the occurrence,  in writing,  to the Contracted  Party,  who
should proceed  according to          provisions established in sub-clause 26.2, Utmost
Intervention Term. 





26.1.10.  Assets
returned for repair or replacement  should follow  returning  instructions  and
         procedures,  as per the  Request  for  Repair and  Replacement  and  Control  of
Defects  Report          document  provided  in the  Attachment  4. For Items that
 should be repaired or replaced at the          Contracted  Party’s plant within the
State of Sao Paulo,  the  Contracting  Party should pay for          transportation
 costs  since  its  facilities  up  to  the  Contracted  Party’s  plant  and  the
         Contracted  Party  should pay for all  transportation  costs for  delivering
 Items  repaired or          replaced to its place of origin. 





26.1.11.  During the
Technical Warranty period,  Hardware units presenting failures that need to          be
repaired at the  Contracted  Party’s plant will be returned to the  Contracting  Party
within          60  (sixty)  days as from  the  receiving  date at the  Contracted  Party’s
 plant  of  units in          question. 





26.1.12.  Except  if
 otherwise  agreed  upon  by the  Parties,  with  regard  to  the  Software
         indirectly  supplied  by the  Contracted  Party,  it  will  transfer  to the
 Contracting  Party          warranties  granted  to the  Contracting  Party  by its
 supplier  and such  warranties  will be          effective  for a period of at least 24
(twenty  four)  months as from the  Statement  of Initial          Acceptance or “In
Service Certificate”  issuance,  the earliest to occur. In case the Contracted
         Party is unable  to  transfer  such  warranties,  the  Contracted  Party  should
 guarantee  the          aforementioned  Software,  during a period of 24 (twenty  four)
months as from the  Statement of          Initial Acceptance or “In Service Certificate” issuance,
the earliest to occur. 





26.1.13.  Contracted
Party  guarantees to the Contracting  Party that Services will be carefully          and
professionally  executed and in accordance with Technical  Specifications agreed upon by
the          Parties with regard to Services in question,  using  non-defective
 materials.  In case there is          an evidence  that  Services  were not  executed as
defined in this  sub-clause,  the  Contracted          Party,  at its  expenses,  will
 promptly  correct any defects of failures,  which are under its          responsibility. 





26.1.14.  Warranties
 granted in this  Clause are the sole  warranties  and  liabilities  of the
         Contracted Party with regard to the System or Part of the System, subject of
this Agreement. 





26.1.15.  In the event
 that more  than 10% (ten per cent) of the total  number of any  specific          unit
present  identical  failures  more than 3 (three)  times  (“Systematic  Failure”),
 generic          measures  should  be taken to  solve  the  problem,  by the
 replacement  of  faulty  units,  if          necessary.  In case the  Contracted  Party
is unable to present a  solution  in such a way as to          prevent  such  failure  to
 occur  again,  the  Contracted  Party  will be  responsible  for the
         replacement of such unit,  including the  transportation,  Implementation and
all other relevant          costs. 





26.1.16.  Contracting
 Party  should  repair the faulty  Software  and should  provide  Software          (“patches”)
 corrections  at the time  Software  problems  (‘bugs”)  are  detected  without  any
         burdens to the Contracting Party during the Technical Warranty period. 





26.1.17.  Contracted
Party will include Software (“patches”)  corrections in versions subsequent          to
those in which the correction was performed,  without any additional  cost to the
Contracting          Party, since such Software (“patches”) corrections are indeed
necessaries. 





26.1.18.  Parties
 agree herein that the Technical  Warranty will cover all Assets  failures and
         replacements,  excepting  the field labor,  which will be provided  without
 charges only in the          occurrence of a Systematic Failure, and it will not be
applicable if: 








	  	
                  a) Assets are used and maintained  under abnormal  conditions or in  disagreement  with
                  the Documentation,  information,  orientation provided by the Contracted Party and with
                  the  Contracting  Party  specifications  informed and  previously  agreed upon with the
                  Contracted Party;



                  b)  Contracting  Party did not notify the  Contracted  Party within 10 (ten) days after
                  it took notice of such failures, non-conformities or deviations;



                  c) Such failures,  non-conformities  or deviations are undoubtedly  caused by equipment
                  supplied by third parties, operationally interconnected to Assets;



                  d)  Contracting  Party have  hampered  the  Contracted  Party to inspect and solve such
                  failures, non-conformities or deviations; and



e)  Contracting  Party did not  implemented  Software  Updates to Assets for purposes of failure  correction
within 1 (one) month counted as from its receipt, during the Technical Warranty period. 









26.1.19.  Warranties
 granted in this Clause 26 should not be applied to any  failures  deriving          from
Assets modifications, without the previous approval, in writing, of the Contracted Party. 





26.1.20. Warranties
granted in this Clause 26 are not applicable to consumable Items. 





26.2. Intervention
Terms 






	  	
26.2.1
   Contracted  Party should  observe the following  intervention  terms during the entire
         Technical Warranty period:  








	  	
26.2.2
  Intervention in case of Emergency (during 365/365 days per year):  










	  	
 a.       Help Desk
availability:    00:00-24:00 h;

b.       Site Intervention terms for: MSC, OSS and BSC:









	 	(i) Sao Paulo and Campinas:	within 4 hours after requested, in writing;
	 
	 	(ii) Rio de Janeiro:	within 8 hours after requested, in writing;
	 
	 	(iii) Curitiba and Belo Horizonte:	within 10 hours after requested, in writing;
	 
	 	(iv) Brasilia, Porto Alegre and Goiania:	within 12 hours after requested, in writing;
	 
	 	(v) Manaus and Belém:	within 24 hours after requested, in writing;
	 
	 	(vi) Salvador and Recife:	within 24 hours after requested, in writing.







	  	
26.2.2.1.
 Abovementioned  intervention terms depend on flights commercial  timetables,
                  if  applicable.  In case the  intervention  is needed in Sites  not
 located  in Cities                   other than those  provided in the  sub-clause
 26.2.2  above,  Parties will agreed upon                   about the respective utmost
intervention terms.  








	  	
26.2.3
  During  this  Agreement  validity  term,  in the  event of  conflict  or doubt  between
         provisions  established in this sub-clause  26.2 and provisions of any system
support  agreement          executed or to be executed between the Parties,  the
agreement  conditions that most benefit the          Contracting  Party  should  prevail,
 and the  Contracting  Party  will not be  allowed  to join          simultaneously
conditions of one and of other.  










27. SPARE PARTS  





27.1.  Contracted
 Party assumes the obligation to supply to the Contracting  Party,  for a period of
    12  (twelve)  years  counted  as  from  this  Agreement   termination  date,
  support  services  and     maintenance,  as well as spare parts,  associated  to each
and every  Hardware that has been supplied     during  this  Agreement   validity  term,
 and  it  is  agreed  herein  that,  after  this  Agreement     termination,  terms and
 conditions  (including  prices)  applicable to such services and spare parts     will be
subjected to an agreement by the Parties. 





27.2.  Notwithstanding
 the foregoing,  in the event the Contracted Party opts for  discontinuing the     supply
of any Spare Part,  the  Contracted  Party will  address to the  Contracting  Party a
previous     notification  within 12 (twelve)  months,  in such a way as to allow the
 Contracting  Party to place     Purchasing Orders for the aforementioned Spare parts
within such period. 






28. PERFORMANCE
BOND  






28.1 As a  warranty
 for  complying  with all its  liabilities  established  in this  Agreement,  the
    Contracted  Party should deliver to the  Contracting  Party,  a “Performance  Bond” issued
by a first     line  bank,  at the  Contracting  Party’s  discretion,  terms  of  which
 should  observe  provisions     established in Attachment 6 of this Agreement, as well
as the following defined criteria: 




28.2.  During  this
 Agreement  validity  term,  Performance  Bonds  should be given  for  successive
    periods based on the value  corresponding  to 15% (fifteen per cent) of Assets
 supplies and Services     rendered, by adopting the following: 




	  	
a1.
For the first  Performance  Bond  validity  period,  which will  comprise  the first 6
(six)          months  of  this   Agreement   validity  term,   the   Performance   Bond
 value  should  be  of          R$33,000,000.00  (thirty three  millions of Reais),
 corresponding  to 15% (fifteen per cent) of          Assets  supplies and Services
 rendered  estimated  for such period,  and the  Contracted  Party          should
present the  corresponding  Performance Bond to the Contracting  Party within 30 (thirty)
         days as from this Agreement signature date; 








	  	
a2.
Within 15 (fifteen)  days before the  termination  of the  Performance  Bond validity
 date,          given for the period  established in “a1” above,  the Contracted Party
assumes the obligation to          present a new Performance  Bond,  replacing the
previous one, which should  comprehend the total          amount of the  equivalent to
15% (fifteen per cent) of the value  effective  invoiced till then,          plus 15%
 (fifteen  per cent) of the value  estimated  by the  Contracting  Party for the next 6
         (six)  months,  proceeding  as such for  subsequent  periods  until the
 Agreement  termination,          except for the last period,  which  according to the
final  Agreement  maturity date,  should be          superior or inferior to that number
of months. 







28.3.  Nevertheless,
 it is agreed upon between the Parties that on account of the Performance  Bonds
    periodical  issuance,  as provided  above,  the Contracted  Party,  after the
Agreement  termination,     should contract a new Performance Bond for the two years
subsequent to such  termination,  related to     the Technical  Warranty period,  under
the following  conditions:  (i) for the first year, counted as     from the Agreement
 termination,  the contracted  Performance Bond should  correspond to 5% (five per
    cent) of the total amount  effectively  invoiced  until the Agreement  termination;
 and (ii) for the     second year,  counted as from the  Agreement  termination,  the
 contracted  Performance  Bond should     correspond  to 3% (three  per cent) of the
total  amount  effectively  invoiced  until the  Agreement     termination. 




28.4  Contracting
 Party is entitled to execute the  Performance  Bond in case the  Contracted  Party
    does not comply with any of its  obligations  established  in Agreement,  notifying
 immediately  the     Contracted Party about Performance Bond exercise. 




28.5 It is also
 agreed upon by the  Parties  that  Performance  Bonds  should be issued  under first
    demand conditions,  irrevocable and irretrievable,  and will not be subjected to any
condition stated     previously to its executed. 






29. INSURANCE  





29.1.  Contracted
 Party  should  offer risks  liability  insurance  for System or Part of the System
    engineering,  installation  and  mounting,  as the  case  may  be,  covering  damages
 caused  by the     Contracted Party and by its subcontracted  parties.  Such insurance
should be contracted from a first     line  insurance  company and should  cover all
 reasonable  risks  inherent  to  Services  and Assets     provided in the subject of
this  Agreement.  Insurance  should  produce  effects  until the liability
    transference,  according  to Clause 17  therewith.  The  insurance  will also cover
 costs for Assets     replacement  as well as its parts and  components,  which the
 Contracted  Party will  deliver to the     Contracting Party for the System or Part of
the System Implementation, as the case may be. 





	  	
29.1.1.
 Abovementioned  sub-clause 29.1 is not applicable in cases of  installation,  tests and
         integration  Services that are rendered by third parties directly  contracted by
the Contracting          Party.  Such third parties will assume the  responsibility  for
eventual  damages they happen to          cause to the Contracting  Party’s Assets.
 Nevertheless,  it is agreed upon that, as long as the          Contracted Party renders
 installation,  tests and integration  Services,  jointly and severally          with
 the  Contracting   Party,  the  Contracted  Party  will  assume  the   responsibility
 for          contracting  the insurance  provided in the  abovementioned  sub-clause
29.1 with regard to such          Services. 









29.2.  Contracted
Party should maintain a Civil Liability  Insurance in the amount of  R$2,500,000.00
    (two millions and five hundred  thousands  Reais),  covering  material and/or
personal damages caused     by the Contracted  Party,  or by its  subcontracted  parties,
 to the  Contracting  Party or to third     parties,  during the System  Implementation,
 which should  remain  effective  during this  Agreement     duration. 





29.3.  Insurances
 eventually  contracted by the  Contracting  Party will not constitute a reason for
    the Contracted  Party not contracting  insurances  stipulated in this Agreement and
should not affect     the Contracting  Party’s right to fix any fine,  Penalty,
 indemnity or liability upon the Contracted     Party. 





29.4.  Contracted
 Party should present to the Contracting  Party copy of insurance  policies,  fully
    quitted,  stipulated in above  sub-clauses  29.1 and 29.2,  immediately  after its
contracting and at     each renewal. 





29.5.   Contracting
 Party  should  previously   analyze  and  approve  insurance  policies  coverage
    conditions,  which should not be have any modification  during this Agreement
 duration,  without the     previous Contracting Party authorization, in writing. 





29.6.  Insurance
 policies approval by the Contracting Party does not relieve the Contracted  Party’s
    responsibility  for indemnifying the Contracting  Party for losses and damages to
which it give rise,     complying  with  conditions  stipulated  in this  Agreement,
 including  the  event  of  such  amount     exceeding the maximum indemnity limit
stipulated in the insurance policies. 






30. INDEMNITIES AND
LIABILITY LIMITATION  





30.1 Contracted Party
assumes the fully and completely  liability,  be it upon administrative,  civil     or
penal  jurisdiction,  for direct  damages  caused  during the  execution of its or its
 contracted     parties  activities,  before the Contracting  Party or third parties,
 holding the Contracting  Party     harmless of any liability and burdens derived from
this Agreement. 





30.2  Contracted
 Party is liable  for any  expenses,  unfavorable  sentences  or losses  related  to
    injuries or death  caused to any person,  or any other type of damage to any asset
 belonging  to the     Contracting Party or to third parties,  all of them deriving from
this Agreement,  and the Contracted     Party  will  assume the  responsibility  for each
 defense  burdens in any  proceeding  (judicial  or     extra-judicial)  filed by third
parties  against the Contracting  Party,  since proved the Contracted     Party or its
subcontracted parties’ liability. 





30.3 In the event a
suit is filed  upon the  Contracting  Party  resulting  from acts or  nonfeasance
    attributable  to the  Contracted  Party or to its  subcontracted  parties,  including
 labor,  fiscal     and/or civil claims,  the Contracted  Party should hold harmless and
indemnify the Contracting  Party     for any damages,  expenses and  liabilities,  and
should  substitute  the  Contracting  Party in such     claim, observing the following
conditions: 





a) since the
 Contracting  Party informs to the Contracted  Party,  in writing and under terms below,
    the receiving of any, citation,  summons or  notification,  and abstain from making
any arrangements     referred to, without the previous approval by the Contracted Party: 



(i) Judicial citation
and summons within 15 days term – within 72 hours; 



(ii) Extra-judicial
summons within 15 days term – within 72 hours; 



(iii) Summons with a
30 days response – within 05 days; and 



(iv) Any other summons
with a response term superior to 30 days - within 10 days. 





	  	
a1)
 Abovementioned  terms will be calculated as from the first  working day,  inclusive,
 after          the receiving of summons, citation or notification by the Contracting
Party. 









b) since the
 Contracting  Party grants to the Contracted  Party full powers to defend the proceeding
    or to compound with the third party complaint; and 



c) since the
Contracted  Party is informed about all  circumstances  which the  Contracting  Party is
    aware of, and which are significant to the commenced action. 







	  	
30.3.1
In case the  Contracted  Party no longer acts for defending  such claims or  proceedings,
         the Contracting  Party should take all  appropriated  legal remedies and should
be reimbursed of          all expenses deriving from such remedies, including judicial
costs and attorney’s fees. 









30.4 None of the
Parties will be, in any  circumstance,  responsible for the other Party,  under this
    Agreement,  for database losses,  production losses,  businesses or anticipated
profits losses or any     other incidental damage,  whether or not such possibility of
damage was reasonably estimated,  unless     if for deceit reasons. 





30.5 The Party
 aggrieved by losses and damages will use its  reasonable  endeavors to restrict  such
    losses and damages. 






31. FORCE MAJEURE  





31.1 Any of the
 Parties  will be  released  for  complying  with any of its  obligations  under this
    Agreement in the event of Act of God or force majeure (“Force  Majeure”),  under the
terms stipulated     in the Brazilian Civil Code,  Article 393. 





31.2 In case of Force
 Majeure,  the  aggrieved  Party  will  promptly  notify  the other  Party,  in
    writing,  providing all relevant information.  The liability or condition term
aggrieved by the Force     Majeure will be postponed for the same number of days such
 hindrance  persist or by another tem that     will be agreed upon, in writing, by the
Parties. 





31.3 The lack of a
notification  under the  abovementioned  terms will give raise to losing the right     of
alleging an event of Force  Majeure for not complying  with any clause or condition
 stipulated in     this Agreement, and the defaulting party will be subjected to
penalties stipulated herein. 





31.4 If the Force
Majeure  cause lasts for more than 6 (six) months,  then any of the Parties will be
    entitled to terminate this  Agreement,  in whole or in part, and the other Party will
not be entitled     to claim for any indemnity, of any kind. 






32. RIGHTS OF
INTELLECTUAL PROPERTY  




32.1. Copyrights over
all drawings,  specifications,  manuals,  documents and data, and the rights of
    intellectual  property  provided by one of the  Parties to the other,  according  to
this  Agreement,     should remain with the Party holding such rights,  however,  the
recipient  Party will be entitled to     the  non-exclusive  and  non-transferable
 license for using  copyrights  for the  execution  of this     Agreement,  as well as
for the  System  operation  and  maintenance,  when  strictly  defined in this
    Agreement. 















33. LICENSE FOR
SOFTWARE AND DOCUMENTATION USE  






33.1  Subject to terms
and  conditions  stipulated  in this  Clause  33, it is hereby  granted to the
    Contracting  Party a license for a period of 50 (fifty) years,  irrevocable  and
 non-exclusive,  for     the  Software  and  Documentation  use  (subject  to  payments,
 by  the  Contracting  Party,  of the     corresponding  amounts),  for the operation and
 maintenance  by the  Contracting  Party itself or by     third  parties  rendering
 services  to the  System  or to  Part  of the  System,  according  to this     Agreement
 and its  Attachments.  With regard to the  Software  and the  Documentation  not
 directly     provided  by the  Contracted  Party,  it  declares  that it does  not hold
the  necessary  rights  to     transfer the respective licenses to the Contracting Party
for the Software and Documentation use. 







33.2.  Contracted
 Party  should  provide to the  Contracting  Party  during the  Technical  Warranty
    period,  without any additional  charges,  Updates of the licensed  Software and
their  corresponding     rights, as soon as they are available. 







33.3.  Contracted
 Party should provide any Upgrades the to the  Contracting  Party,  as soon as they
    are available, subject to prices and conditions to be previously agreed upon by the
Parties. 







33.4.  Notwithstanding
 any provisions  otherwise stated in this Agreement,  it is agreed upon herein     that
 Contracting  Party will not receive any  ownership or  proprietary  rights over the
Software or     the Documentation and such rights will remain with the Contracted Party
or its suppliers. 







33.5.  Contracting
 Party  agrees  that the  Software  or the  Documentation  that is being  provided
    herein or any of their  renewals,  extensions  or roll-outs  will be considered as
exclusive and as a     business  secrecy of the  Contracted  Party or of its  suppliers,
 and will be subject to  provisions     stipulated in Clause 36. 







33.6. In view of the
foregoing, the Contracting Party: 




a) will not supply or
make  available  the  Software  or the  Documentation  or any of their parts or
    features  (including  any of their methods or concepts used or specified) to any
third party,  except     to their employees of services rendered companies, as necessary; 




b) will not make any
copies of the Software or the  Documentation  or any of their parts,  except for
    backup purposes; 




c) when copies
 allowed as mentioned  above are executed,  it will transfer to such copies any advise
    of copyright or other advise contained in the Software or in the Documentation; 




d) will not modify,
 de-compile,  translate (except for internal use), adapt,  arrange or correct any
    error or make any change in the  Software  or in the  Documentation  without the
 Contracted  Party’s     previous approval, in writing; and 




e) will not use the
 Software  or the  Documentation  for other  purpose  but the one allowed in this
    Clause 33; e 




f) will not transfer
the Software  and/or  Documentation  license to another  Network Element but the     one
it was  contracted  for,  as well as  outside  the  territory,  without  the  Contracted
 Party’s     previous consent, in writing. 







33.7.  Contracting
Party and any Contracting  Party’s successor holding the ownership of the Hardware     or
part  of the  Hardware  will be  entitled  to,  independently  of the  Contracted  Party
 consent,     transfer  this  license to a third party,  who acquires the System or part
of the System,  since such     third party assumes the obligation,  in writing, to adhere
to all terms and conditions  stipulated in     this license. 







33.8.  Obligations of
the Parties,  as stipulated in this Clause 33, will survive to the  termination     or
expiration of this Agreement, for whatever reason. 







33.9.  The Software
 licensed  according  to this  Agreement  will be  delivered  in one  inseparable
    package containing also, in addition to the Software,  other programs or technical
 resources,  which     will not be allowed to be used by the Contracting  Party as they
concern to additional  applications.     However,  upon the Contracting  Party’s request,
 the Contracted Party is able to offer a license for     using such  other  software
 programs  or  technical  resources  under the same terms and  conditions     stipulated
in this  Agreement,  excepting with regard the price,  which should be negotiated
 between     the Parties. 







33.10.  Contracting
 Party  agrees  with not  transferring,  directly  or  indirectly,  any  American
    technical data (including the software) that are part of the OSS System,  which the
Contracted  Party     have acquired from the Gensym  Corporation  company,  or any other
 associated  product,  without the     previous  authorization,  in writing,  of the
American Trade Department or other American  government     agency, to the following
countries:  Albania, Angola, Armenia,  Azerbaijan,  Byelorussia,  Bosnia and
    Herzegovina,  Bulgaria,  Cambodia,  Cuba, China (PRC),  Estonia,  Georgia,  Iran,
 Iraq,  Kazakhstan,     Kyrgystan,  Laos, Lithonia,  Libya,  Lithuania,  Moldova,
 Mongolia,  Korea North,  Romania,  Russia,     Rwanda, Sudan, Syria, Tajikistan,
Turkmenistan, Ukraine, Uzbekistan and Vietnam. 







33.11. The Contracting
 Party will use the software  referred to in sub-clause 33.10 above,  strictly     for
executing its businesses in Brazil and only for pacific and not for military purposes. 







33.12.  Contracting
 Party  should not export the  Software  referred  to in above  sub-clause  33.10
    without the  Contracted  Party’s  formal  authorization  (except for repair /
updating /  maintenance     purposes at the manufacturer plant or at another manufacturer
plant, it may indicate). 









34. INFRINGEMENTS
TO RIGHTS OF INTELLECTUAL PROPERTY  





34.1  Contracted
 Party will  indemnify and hold the  Contracting  Party  harmless from all suits and
    claims  of  patents,  copyrights,   registered  drawings  infringements  or  any
 other  intellectual     property rights in view of Assets use,  according to conditions
 stipulated in this Agreement and the     Contracted Party, at its discretion and
expenses, will promptly: 





i)   obtain, to the
Contracting Party, rights for Assets continuous use, or 



ii)  replace  or
 modify  Assets  in such a way that  they no  longer  infringe  such  rights,  since
         functional qualities and performance are maintained. 





34.2  In case the
 Contracted  Party does not attain none of above  indicated  options,  enabling the
    Contracting  Party to remain  legally  able to  exercise  rights of use  associated
 to  Assets,  the     Contracted  Party should  remove the complete  Software  associated
 to the  infringement  and should     indemnify  the  Contracting  Party for the
 purchasing  price  paid and  updated  based on the market     conditions  then in force,
 referent to this or any similar  Software,  in the event such Software is
    off-the-shelf.  If the Software  returned  under the terms of this  sub-clause is a
component,  which     absence may affect the functional  quality of the System or part of
it, the  Contracted  Party should     restore such System functional  quality assuming
the  responsibility for direct damages caused to the     Contracting Party, since: 





a) the  System  is
being  correctly  used in  accordance  with  the  Documentation  and the  purposes
    stipulated herein; 



b)  Contracting  Party
 informs the  Contracted  Party,  in  writing,  under the terms of letter “a”,
    sub-clause  30.3.,  about  any  claim  filed  on  the  account  of  the  supposed
 infringement,   as     aforementioned,  and abstain from acting for the account of such
claim without the previous  approval     of the Contracted Party; 



c)  Contracting  Party
 informs the  Contracted  Party,  in  writing,  under the terms of letter “a”,
    sub-clause  30.3, in case any proceeding  that is being brought before a court by any
third party, on     the account of such claim and the  Contracted  Party will have full
power to defend and to enter into     an agreement by means of a lawyer; 



d) Contracted Party is
informed about all  knowledgeable  circumstances of the Contracting Party that     are
pertinent to the proceeding  brought before a court and that the Contracting  Party
abstains from     all remedies  related to the  proceeding  brought  before a court that
may  aggrieve  the  Contracted     Party; 



e)  Contracting  Party
 offers to the  Contracted  Party a  reasonable  support  necessary  to make a
    settlement or to defend the proceeding brought before a court; 



f) the  infringement
or supposed  infringement  was caused by Items supplied by the Contracted  Party
    under the terms of this Agreement; and 



g) the infringement or
supposed  infringement does not derive from any System  modifications,  by the
    Contracting Party, and not approved by the Contracted Party. 





34.3 Since properly
 notified,  the Contracted  Party will hold the Contracting  Party, its officers,
    employees and proxies,  harmless from any actions,  claims,  suits or  proceedings
 brought  before a     court  against the  Contracting  Party and will  indemnify it for
any  expenses,  costs,  unfavorable     sentences  and  damages  it may be  ascribed  by
means of  judicial  judgment  or  settlements  made,     resulting from any infringements
stipulated in this Clause. 





34.4 This Clause 34
establishes the Contracted  Party’ sole  obligation and the  Contracting  Party’s
    sole appeal  concerning  claims or  infringements  of intellectual  property rights
argued by a third     party in view of inadequate use of the System, according to
conditions stipulated in this Agreement. 








35. SUBCONTRACTING  






35.1.  In case the
 Contracted  Party intends to  subcontracting  part of is  obligations  under this
    Agreement,  the Contracted Party should deliver  subcontracted parties names to the
Contracting Party     for its approval,  specifying  obligations of each  subcontracted
 party.  Within 10 (ten) days after     receiving such  notification,  the Contracting
 Party should  communicate to the Contracted Party, in     writing: 




(a) The list approval
of the subcontracted parties; or 




(b)  The  list
 rejection  of the  subcontracted  parties  or of one  specific  subcontracted  party,
    providing,  also,  relevant,  valid and detailed  information  concerning the
rejection.  Information     provided by the  Contracting  Party should not, for whatever
 reason,  be disclosed to third parties,     including  subcontracted  parties.  In the
absence of such notification by the Contracting Party, the     list of subcontracted
 parties will be considered approved after the aforementioned  termination date     of 10
(ten) calendar days. 






35.2. At all events,
 the  Contracting  Party will remain fully  responsible  for all actions  and/or
    nonfeasance of its subcontracted parties and for the strict execution of this
Agreement. 







36.
CONFIDENTIALITY  





36.1 All information
 disclosed under this  Agreement,  be it disclosed in writing or orally,  should     be
considered  confidential and exclusive,  except if strictly indicated as
 non-confidential  at the     time  of  its  disclosure.  The  recipient  Party  should
 clearly  use,  have  used,  disclose  such     non-confidential  information to third
parties;  except,  however, if no provisions contained in this     Clause is considered
as an assignment of any license as per any intellectual property right. 





36.2  Except  as
 provided  in  sub-clause  36.3  below,   the  Party  receiving  such   confidential
    information  assumes the  obligation  to handle it as strictly  confidential  and
will not  disclose,     directly or indirectly, to any other individual,  company,
corporation,  association or legal entity,     for whatever  purposes,  the  confidential
 information  then  received and will not use or copy such     confidential  information,
 except for this Agreement purpose.  Such confidential  information may be     disclosed
only to those  employees,  advisers and  subcontracted  parties of the recipient Party,
who     present the need to have access to such  information  for the purpose that they
are being  disclosed,     and who have secrecy liability before the recipient Party. 





36.3 Such  liability
 will not enforce any  obligation  to any of the Parties with regard to any part     of
such information, which: 



a) is of the recipient
 Party’s  knowledge  before it was received from the other Party (as evidenced     in the
registration files of the recipient Party); 



b) is of general
 knowledge or,  (without the act practice or  nonfeasance  by the  recipient  Party)
    become of general knowledge; 



c) is provided to the
 recipient  Party by a third party,  who the recipient  Party  believes in good     faith
is free to do such disclosure and without restriction about such disclosure; 



d) is disclosed to a
third party by the proprietary  Party of the confidential  information, without
    restriction about such disclosure; 



e) is developed
 independently of the recipient Party without any confidential  information  provided
    by the discloser Party. 





36.4  Notwithstanding
 any other Clause of this  Agreement,  the  Contracting  Party consents  herein     with
 the  disclosure  of  information  concerning  this  Agreement  that  may be  necessary
 for the     Contracted  Party to transfer any accounts  receivable  to any financial
 institution  or other third     party, considering the condition agreed upon in
sub-clause 36.2. 





36.5 The  secrecy
 obligation  stipulated  in this  Clause  36 will  survive  to the  termination  or
    expiration of this  Agreement  during a period of 5 (years)  years,  counted as from
its  termination     date. 






37. INTERCEPTION 





37.1  Contracting
 Party is aware that the  “intercept”  function is a technical  functional  quality
    available  in Assets,  subject of this  Agreement,  allowing  the  Contracting  Party
to comply  with     provisions  established in the Act 9296/96,  which deals with
telephone  communication  interceptions     of any kind and, therein, also recognizes
that: 



i) The  “intercept”  function
may  intercept  third  parties  communications,  which may  delineate a     criminal
violation, if used in disagreement with the applicable legislation; 



ii)  Consequently,
 the use of such function  will take place only with regard to the  aforementioned
    legislation  and,  therefore,  requires the existence of a specific  judicial  order
 emanated from a     competent judge; 



iii) The function
 scope  provided by the  Contracted  Party does not comprise any  equipment (as for
    example,  but not limited to, audio recording or data storage equipment  regarding
 monitored calls),     which should form a monitoring  center,  in which the function
 will be in conditions to be operated;     and 



iv) Each and every
 responsibility  of the Contracted Party is limited to the function  supply,  and the
    Contracted Party is not liable for the commissioning,  except for its
 implementation,  and in this case     such  implementation will not take place in the
course of any monitoring  operation,  for the monitoring     accomplishment,  or for the
function use, and the  Contracting  Party  declares  that it recognizes  the     legal
limitation of the function use, which will be applied to its employees,  subcontracted
parties and     eventual proxies. 






38. AGREEMENT
EFFECTIVE DATE AND DURATION  





38.1.  This  Agreement
 will be in force in the date of its  signature  and will be  effective  until
    December 31st,  2004, and its effects should  retroact back to May 8, 2003. This
Agreement is subject     of renewal upon mutual agreement, in writing, by the Parties. 





	  	
38.1.1.
 Parties  agree  that,  with  regard to TIM  CELLULAR,  this  Agreement  effects  should
         retroact  back to June 01st,  d 2003,  instead of May 8, 2003,  and this
 Agreement  will remain          equally valid until December 31st, 2004. 













39. TERMINATION  





39.1 In case the
 Contracting  Party becomes liable for a maximum  compensation  fine under the terms
    of  sub-clause  25.8,  the  Contracting  Party may,  upon  notification  in  writing,
 request to the     Contracted  Party for  concluding  the  Implementation  of the
 delayed  System or Part of the System     within a specific  period,  which will
reasonably take into  consideration  technical  conditions and     others  in force and
also  delays  that have  already  occurred,  which  will be not  inferior  to 30
    (thirty) days. If the Contracted Party does not conclude the  Implementation  within
such period, the     Contracting  Party will be liable to promptly  terminate the
Agreement upon  notification  in writing     to the  Contracted  Party and  without
 prejudicing  the right of  receiving  the  compensation  fine     stipulated in this
Agreement. 





39.2 Any of the
Parties will be entitled to  terminate  this  Agreement  notifying,  in writing,  the
    other Party, upon the occurrence of any of the following events: 



a) In case the other
 Party  commits  an  infringement  to this  Agreement  and,  after  receiving  a
    notification in writing  specifying the  infringement  or nonfeasance,  does not
remedy the violation     within the period specified in such  notification,  which should
take into consideration all relevant     circumstances and should not be inferior to 30
(thirty) days. 



b) In case of
 bankruptcy  or  insolvency  processes  are  filed  against  the  other  Party and such
    processes  are not  liquidated  within 45 (forty five) days counted as from the
process  filing date,     or if the other Party applies for creditor’s composition. 



c)   On account of a
Force Majeure event, as provided in Clause 31. 



d)   In the event the
Contracting Party’s licenses for operating the System are revoked. 





39.3 The termination
or expiration of this  Agreement,  for whatever  reason,  will not prejudice any
    right or liability of any of the  Contracting  Parties,  regarding to this
 Agreement,  deriving from     such termination or expiration. 





39.4 In the event of
this Agreement  termination,  for whatever  reason  defined in this Clause,  the
    Contracted Party will not be liable to any indemnity,  being entitled only for
receiving  payment for     Assets already  supplied  and/or  manufactured,  for Services
 already  rendered  (observed that such     Assets and Services are in accordance  with
this Agreement and its  Attachments),  as well as for all     costs  incurred and
properly  proved by the Contracted  Party with regard to Purchase  Orders already
    issued by the Contracting  Party,  however not yet delivered by the Contracted
 Party, not limited to     equipment,  materials or services  already  acquired from
third parties by the  Contracted  Party and     personnel involved in their execution,
 until the effective date of this Agreement termination.  Such     costs should be
available  for  inspection by the  Contracting  Party upon its previous  request,  in
    writing. 





	  	
39.4.1
Depending on the Purchase Orders  execution  level,  the Contracting  Party will have the
         option to request  that the same are  concluded  and Assets and  Services
 requested  in it, are          delivered to the Contracting Party, according to
conditions agreed upon herein. 









39.5 The  termination
 or expiration of this Agreement  will not cause to the  Contracting  Party the
    termination  of the right to use the  licensed  Software  and  Documentation  under
the terms of this     Agreement. 






40. JOINT
RESPONSIBILITY  





40.1.  Ericsson
 Telecomunicações  S.A. and Ericsson  Serviços de  Telecomunicações  Ltda are jointly
    responsible before the Contracting Party for any obligations  established in this
Agreement,  and the     Contracting  Party  may  require  from  both or  from  one of
 them  the  full  compliance  with  all     liabilities established in this Agreement. 






41.
NOTIFICATIONS  





41.1 All
 communications  provided  in this  Agreement  will be made in writing  and e  provided
 for     delivery in hands or by registered letter for the following addresses: 





For the Contracted
Party:  



    Sr. Lourenço Pinto Coelho


    Rua Maria Prestes Maia, n.o 300


    Sao Paulo – Capital


ZIP CODE 02047-901 





For the Contracting
Party:  



    To MAXITEL, TIM SUL, OPERADORAS TIM NORDESTE E TIM CELULAR S.A.:


    Sr. Jorge Firpo


    Rua Fonseca Teles, no 18, São Cristóvão


    Rio de Janeiro – RJ.


    ZIP CODE: 20.940-200

 





41.2   All
notifications will be effective as from their receiving by the other Party. 






42. GENERAL
PROVISIONS  





42.1 No additions or
 modifications  in this  Agreement will be in force or entail any of the Parties
    except if agreed upon in writing and signed by properly authorized representatives of
each Party. 





42.2.  This Agreement
 establishes and  constitutes  the complete  agreement  between the Contracting     Party
and the Contracted Party  concerning its subject matter,  and will replace any and all
previous     agreements,  understandings,  promises  and  representations  made by one
 Party to the  other,  with     regard to this subject. 





42.3.  No one Party
will make  publicity or disclose  any  information  connected  to this  Agreement
    without  the  previous  authorization  of the  other  Party,  except  that the
 Contracted  Party may     disclose its appointment as the Contracted Party and the
Agreement amount. 





42.4.  No one Party
 will be  entitled  to  assign,  except as  provided  in  sub-clause  33.7,  this
    Agreement or any right or obligation herein contained without the previous  consent,
 in writing,  of     the other Party. 





42.5.  Notwithstanding
any other provisions established in this Agreement,  the Contracted Party will     be
entitled to: (i) perform the assignment  and  transference  of any  receivable  deriving
from this     Agreement to any  financial  institution  or other third  party;  (ii)
grant  securities,  factoring,     discounts,  credits,  banking  collections  and
collaterals  deriving from this  Agreement,  upon the     Contracting  Party’s previous
consent, in writing.  Therefore,  the Contracted Party should address a     notification,
 in  writing,  to the  Contracting  Party and it will  have a period of 7 (seven)  days
    counted as from its receiving,  to inform its decision.  In the event the Contracting
 Party does not     inform  its  decision  within  that  period  previously  agreed,  it
 will  be  considered  that  the     Contracting  Party  has  authorized  the  receivable
 granting,  object  of  the  Contracted  Party’s     correspondence. 





42.6.  The  Portuguese
 language  will  be  considered  as the  language  used in all  documents  and
    correspondences  related to this  Agreement  signature,  except if otherwise  agreed
upon between the     Parties, as well as in what refers to some Technical Specifications. 





42.7. This Agreement
will be construed and governed  according to the Brazilian  Federative  Republic
    legislations. 





42.8. The allowance of
any term,  forbearance or waiver of an obligation  from one Party to the other     Party
will be considered  isolated or peculiar to that specific occasion or purpose,  not
prejudicing     the future  compliance  with terms and conditions of this  Agreement.  If
any of the Parties does not     exercise,  at the  appropriate  time,  the  right
 deriving  from this  Agreement,  such act will not     represent  waiver or compliance,
 and should be construed as mere  liberality,  and such right may be     exercised at any
time. 





42.9.   Contracting
  Party  hereby  is  informed  that  the  Hardware  sale  and  the  Software  and
    Documentation  license  transference  by the Contracting  Party, as provided by the
sub-clause  33.7,     under an export  situation,  may require an  exportation /
 re-exportation  license of certain Sweden     and/or USA  governmental  agencies.
 Contracting  Party is  considered  as a GSM  operator and should     become a “GSM
Association”  member, if applicable,  in order to comply with applicable  international
    rules.  Contracted  Party will be  responsible  for  encumbrances  of any kind,  such
as:  penalties,     fines,  indemnities,  among other,  that by chance may be imposed to
the Contracting Party in case of     loss of the right of use or changing of  algorithms
 not caused by the  Contracted  Party.  All costs     concerning to the “GSM Association”  affiliation
and/or  acquisition of licenses,  authorizations and     algorithms will be for the
Contracting Party’s account. 





42.10.  If any of the
terms and  conditions  provided in this  Agreement bet to be or become null for
    whatever  reason,  it should not affect all other  provisions of this  Agreement
 and, in such event,     the  Parties  will use  their  respective  reasonable  endeavors
 to  immediately  replace  such null     provision  by new  provisions.  The  content  of
new  provisions  should,  at  the  utmost  possible,     correspond closely to the legal
and economical content of former terms and conditions. 




42.11.  This
 Agreement  binds of its own the Parties and its  successors  and, in case of companies’    succession,
 by any of its forms,  subrogates  to the  succeeding  entity all rights and  obligations
    assumed in this Agreement. 






43. ARBITRATION  





43.1.  In case of a
 controversy  occurrence  between the  Parties,  concerning  this  Agreement  and
    independent or order, the Parties will submit the controversy to arbitration. 





43.2.  Parties  agree
 that the  arbitration  result  will be  binding  to them and no  appeal to the
    arbitration judgment will take place. 





43.3.  The  Parties
 hereby  submit to the  FIESP  Arbitration  Committee  and to its rules to settle
    eventual doubts deriving from this Agreement. 





43.4. The Parties will
elect  arbitrators  who should resolve the question,  in common  agreement and     in a
number of 3 (three), among the FIESP Arbitration Committee staff of arbitrators. 





43.5. The loser Party
will support all arbitration costs. 





43.6. A legal adviser
may represent the Parties, at their discretion,  to follow the procedure.  Each     Party
will support all expenses concerning its own legal adviser. 





43.7.  In case  there
are no  conditions  to select  arbitrators  to solve  the  question,  in common
    agreement, the FIESP Arbitration Committee should indicate them, according to its own
rules. 





43.8. The Arbitration
 procedure will commence upon simple  notification from one Party to the other,
    communicating its intention to look for the arbitration court to solve the pending
subject. 





IN WITNESS  whereof
the Parties  hereto have executed this  Agreement in 6 (six) copies with the same
    content and format.. 





Date: October 2,
2003  



Place: Rio de
Janeiro  







	MAXITEL S.A.	 
	 
	 
	 
	By: /s/ Jorge Firpo 	By: Luis Roberto Antonik 
	 
	Name: Jorge Firpo	Name: Luis Roberto Antonik
	 
	 
	 
	TIM SUL S.A.
	 
	 
	 
	By: /s/ Jorge Firpo 	By: Luis Roberto Antonik 
	 
	Name: Jorge Firpo	Name: Luis Roberto Antonik
	 
	 
	 
	TIM CELULAR S.A.
	 
	 
	 
	By: /s/ Jorge Firpo 	By: Luis Roberto Antonik 
	 
	Name: Jorge Firpo	Name: Luis Roberto Antonik
	 
	 
	 
	TELPE CELULAR S.A.
	 
	 
	 
	By: /s/ Jorge Firpo 	By: Luis Roberto Antonik 
	 
	Name: Jorge Firpo	Name: Luis Roberto Antonik
	 
	 
	 
	TELERN CELULAR S.A.
	 
	 
	 
	By: /s/ Jorge Firpo 	By: Luis Roberto Antonik 
	 
	Name: Jorge Firpo	Name: Luis Roberto Antonik
	 
	 
	 
	TELEPISA CELULAR S.A.
	 
	 
	 
	By: /s/ Jorge Firpo 	By: Luis Roberto Antonik 
	 
	Name: Jorge Firpo	Name: Luis Roberto Antonik
	 
	 
	 
	 
	 
	TELECEARÁ CELULAR S.A.
	 
	 
	By: /s/ Jorge Firpo 	By: Luis Roberto Antonik 
	 
	Name: Jorge Firpo	Name: Luis Roberto Antonik
	 
	 
	 
	TELASA CELULAR S.A.
	 
	 
	 
	By: /s/ Jorge Firpo 	By: Luis Roberto Antonik 
	 
	Name: Jorge Firpo	Name: Luis Roberto Antonik
	 
	 
	 
	TELPA CELULAR S.A.
	 
	 
	 
	By: /s/ Jorge Firpo 	By: Luis Roberto Antonik 
	 
	Name: Jorge Firpo	Name: Luis Roberto Antonik
	 
	 
	 
	ERICSSON TELECOMUNICAÇÕES S.A.
	 
	 
	 
	By:..................................................................	By:..................................................................
	 
	Name:..................................................................	Name:..................................................................
	 
	 
	 
	ERICSSON SERVICES DE TELECOMUNICAÇÕES LTDA.
	 
	 
	 
	By:..................................................................	By:..................................................................
	 
	Name:..................................................................	Name:..................................................................
	 
	 
	 
	Witnesses:
	 
	 
	 
	Name:..................................................................	Name:..................................................................
	 
	CPF:...........................................................	CPF:...........................................................







Last page of the
Agreement of Assets and Services Supply  

















                                               Attachment I to
Goods and Service Supply Agreement concerning the Provisioning and Implementation of a GSM Mobile
Telephone System






ATTACHMENT 1 - LIST OF UNIT PRICES, DISCOUNTS AND VOUCHERS









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










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                                               Attachment I to
Goods and Service Supply Agreement concerning the Provisioning and Implementation of a GSM Mobile
Telephone System












*  


















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                                               Attachment I to
Goods and Service Supply Agreement concerning the Provisioning and Implementation of a GSM Mobile
Telephone System












*  


















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