Exhibit
      10.1
      (English
        Translation Summary)

      


      2011
        Contract and 2007 Extension between 

      Telefónica
        de Argentina S.A. (“TASA”) and IBM de Argentina S.A. (“IBM”) 

      


      Objective:

      


      IBM
        will
        provide operation and maintenance services for TASA’s information systems
        infrastructure, including Mainframe Services and Midrange Services (as defined
        below) equipment (through 2011), and receive compensation for such
        activity.

      


      Term:

      


      The
        2011
        Contract and 2007 Extension will be in effect from January 1st,
        2007
        through December 31st,
        2011 and
        December 31st,
        2007
        respectively.

      


      Services:

      


      Mainframe
        services:

      IBM
        will
        provide services to the TASA mainframe computer system including, but not
        limited to, installing, actualizing and administrating all computer operating
        systems and applications; operating, monitoring and maintaining the mainframe
        computer command center; and providing technical support for operating systems,
        computer programs and software (“Mainframe Services”).

      


      Midrange
        services:

      IBM
        will
        provide services to the TASA midrange computer system including, but not
        limited
        to, installing, actualizing and administrating all computer operating systems
        and applications; operating, monitoring and maintaining the midrange computer
        command center; and providing technical support for operating systems, computer
        programs and software (“Midrange Services”). 

      


      Fees:

      


      TASA
        shall
        pay IBM a fixed monthly charge which includes the amount of Resource Units
        specified in Annex C of the Spanish Language contracts (the “Baseline Amount”).
        In addition, TASA shall pay a variable charge for consumption of peak and
        non-peak millions of instructions per second or “MIPS”, a general measure of
        computing performance. Finally, TASA shall pay an additional consumption
        charge
        for the use of Resource Units exceeding the Baseline Amount.

       

      The
        payment terms for the monthly fixed rate (excluding taxes) are established
        in
        decreasing monthly installments for approximately US$ 50 million throughout
        the


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      five
        year
        contract term.  

      


      Upon
        termination of this contract, TASA is obligated to buy from IBM, and IBM
        is
        obligated to sell to TASA, IBM’s assets designated to provide the related
        services as of the termination date. The fixed price of this obligatory
        equipment transfer amounts to approximately US$ 15 million.

      


      General
        Provisions: 

      


      TASA
        must
        to cede to IBM all rights and access to its compute software and equipment
        for
        purposes of providing the specified contractual services. TASA assumes financial
        responsibility for all new licenses, maintenance and necessary upgrades of
        software and equipment. TASA is also required to obtain and distribute all
        requisite authorizations for the completion of services to be rendered by
        IBM.
        IBM may use additional equipment, either its own or provided by TASA, to
        fulfill
        the services covered by the agreement. If TASA requests additional equipment
        it
        will be held financially responsible therefor. 

      


      Both
        parties are bound by confidentiality policies pursuant to which they may
        not
        divulge, publish, communicate or in any other way disseminate confidential
        information of the other for a period of 5 years following the termination
        of
        the agreements. Each party retains all rights to its intellectual property
        in
        existence prior to the agreements. Both are obligated to extend to the other
        all
        licenses necessary for the use of protected material in fulfilling contractual
        obligations. Material created by IBM in providing services in connection
        with
        the agreements will become property of TASA, provided that IBM may request
        TASA’s authorization to the exclusive use of such property. 

      


      TASA
        is
        obligated to indemnify IBM, its employees, executive officers and directors
        against any proceedings resulting from patent infringement, breach of contract
        by TASA or for any injury to the recipients of services provided by IBM or
        to
        TASA personnel as a consequence of this contract. Such indemnity will cover
        the
        damages and penalties of said proceedings as well as any legal expenses.
        Likewise, IBM is obligated to indemnify TASA under comparable
        circumstances.

       

      Termination:

       

      TASA
        can
        choose to terminate this agreement without cause by providing written notice
        to
        IBM six months prior to the intended date of termination. Either party may
        also
        terminate the contract for cause should the other party fail to fulfill its
        contractual obligations. IBM is obligated to assist TASA in the transfer
        of all
        contractual services for an eight-month period not to extend beyond six months
        subsequent to the termination date. 


      
        
          
          

        

        
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