Exhibit
      10.2

     

    
 

    (English
      Translation Summary)

    


    Share
      Purchase Agreement between 

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

    


    Objective:

    


    DATACORP
      will sell, and TASA will buy, all of the Telefónica DATA Argentina S.A. (“DATA”)
      shares currently held by DATACORP.

    


    Term:

    


    The
      date
      of closing (“Closing Date”) will occur within five days of TASA and DATACORP
      receiving authorization from the Secretary of Communications.

    


    Representations:

    


    DATACORP
      has provided representations covering such matters as DATA’s capitalization,
      DATA’s compliance with labor, tax, licensing and intellectual property laws, and
      DATA’s financial condition and legal matters.

    


    Price:

    


    TASA
      will
      pay DATACORP a fixed price for the shares. This price will be
      determined by reference to the value of DATA’s existing financial debt, cash
      bank deposits, short term investments, provisions for contingencies and working
      capital at the time of closing. Should there be any material modifications
      made
      to the value of DATA’s shares prior to the Closing Date, the parties shall agree
      on an adjusted price to compensate for such modifications.

    


    General
      Provisions: 

    


    DATACORP
      currently holds 787,697 of the 804,617 shares of DATA, representing 97.89%
      of
      DATA’s total shares. Each share has a nominal value of one hundred (100) pesos
      and the right to one vote each. After closing, TASA will obtain these shares
      and
      be entitled to all present and future rights derived therefrom. 

    


    DATACORP
      covenants to cause DATA not to execute any of following acts before the Closing
      Date: increasing, decreasing or in any other way modifying DATA’s shares;
      distributing dividends or any other compensation to DATA’s shareholders;
      amending DATA’s bylaws; or taking any other action that would violate in any of
      the terms or representations in this contract. TASA will designate an examiner
      until the Closing Date who will be given access to all requisite documentation
      to guarantee DATACORP’s fulfillment of this contractual
      obligation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DATACORP
      is obligated to indemnify both TASA and DATA, its employees, executive officers
      and directors against any proceedings resulting from a breach of this contract
      by DATACORP or for any financial condition not revealed in DATACORP’s financial
      records. Such indemnity will cover damages and penalties incurred in said
      proceedings as well as any legal expenses. In such circumstances, DATACORP
      is
      entitled to select legal counsel to represent TASA and DATA. DATACORP is not
      obligated to indemnify TASA or DATA against any proceeding that does not exceed
      Ps.5,000. DATACORP will no longer be obligated to indemnify either TASA or
      DATA
      after a period of 30 months subsequent to the Closing Date. 

    


    All
      parties are bound by confidentiality policies pursuant to which they may not
      divulge, publish, communicate or in any other way disseminate the terms and
      conditions of the contract.

    
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