Unassociated Document


    Exhibit
      4(b)7

    CERTIFICATE
      OF AUTHORIZATION

    


    MULTIMEDIA
      COMMUNICATION SERVICE

    


    TELECOMUNICAÇÕES
      DE SÃO PAULO S/A - TELESP

    


    ANATEL

    


    ANNEX
      II

    


    ENTRY
      PVST / SPV NR. 001/2003 - ANATEL

    


    CERTIFICATE
      OF AUTHORIZATION TO EXPLORE MULTIMEDIA COMMUNICATION SERVICE, OF COLLECTIVE
      INTEREST, EXECUTED BY AND BETWEEN "AGÊNCIA NACIONAL DE TELECOMUNICAÇÕES -
      ANATEL" AND "TELECOMUNICAÇÕES DE SÃO PAULO S/A - TELESP"

     

    


    By
      this
      instrument, on one side "AGÊNCIA NACIONAL DE TELECOMUNICAÇÕES - ANATEL"
      hereinafter referred to as ANATEL, an agency that part of the UNION (FEDERAL
      GOVERNMENT), as per the terms of Law Nr. 9.472, of July 16th., 1997, General
      Law
      of Telecommunications - LGT, with "CNPJ/MF" (National File of Legal
      Entities/Ministry of Finance) Nr. 02.030.715/0001-2, in this act represented
      by
      its President, Mr. LUIZ GUILHERME SCHYMURA DE OLIVEIRA, Brazilian, married,
      an
      engineer, bearer of Identity Card RG Nr. 04 971 252-4/IFP-RJ and of "CPF/MF"
      (Individual Taxpayers File/Ministry of Finance) Nr. 810.878.107/87, jointly
      with
      the Councilman LUIZ TITO CERASOLI, Brazilian, divorced, an engineer, bearer
      of
      identity Card RG Nr. 38.592/D-CREA/RJ and of CPF/MF Nr. 297.487.047-34, and,
      on
      the other side, "TELECOMUNICAÇÕES DE SÃO PAULO S/A - TELESP", with CNPJ/MF Nr.
      02.558.157/0001-62, in this act represented by its President, Mr. FERNANDO
      XAVIER FERREIRA, Brazilian, married, an engineer, bearer of Identity Card RG
      Nr.
      585.363-SSP/PR and of CPF/MF Nr. 142.144.239-68, and by its Vice-President,
      Mr.
      EDUARDO NAVARRO DE CARVALHO, Brazilian, married, an engineer, bearer of Identity
      Card RG Nr. 44.174-CREA-MG and of PCF/MF Nr. 531.710.556-00, hereinafter
      referred to as the AUTHORIZED PARTY, execute this CERTIFICATE OF AUTHORIZATION,
      Act, Nr. 33.791, Anatel Process Nr. 53500.002065/2002, that shall be regulated
      by the following rules and conditions: 

    


    Chapter
      I
      - On the Authorized Service, the Service Rendering Area and of the Value of
      the
      Authorization

    


    
      	
              1.1.

            	
              This
                Certificate of Authorization ratifies, under the terms of the above
                mentioned Law, the authorization issued to the company TELECOMUNICAÇÕES DE
                SÃO PAULO S/A - TELESP, identified above, for the rendering of the
                Multimedia Communication Services, of collective interest, under
                private
                regimen and without exclusivity, hereinafter referred to as
                SCM.

            


    

    


    
      	 	
              1.1.1.

            	
              SCM
                is a fixed telecommunication service that allows the offer, in domestic
                and international range and to subscribers within a service rendering
                area, of transmitting, issuing and receiving capacity for multimedia
                information using any means.

            


    

    


    
      	 	 	
              1.1.1.1.

            	
              By
                subscriber we mean a natural person or legal entity that has a contractual
                bond with the AUTHORIZED PARTY, for the use of
                SCM.

            


    

    


    
      	
              1.2.

            	
              This
                Certificate does not grant to the AUTHORIZED PARTY neither an advantage
                or
                right to exclusivity, nor any privilege in the exploitation of the
                SCM.

            


    

    


    
      	1.3.	
              The
                Authorization object of this Certificate has as service rendering
                area the
                sectors 31, 32 and 34, in Region III of Annex II, in the General
                Plan for
                Grants, and is granted for an undetermined period of
                time.

            


    

     

    
      	1.4.	
              The
                value of the Authorization for exploration of SCM is R$9,000.00 (nine
                thousand reais).

            


    

     

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Chapter
      II
      - On the Applicable Legislation

    


    2.1. This
      Authorization is regulated, without prejudice of any other standards that form
      the Brazilian Legal System, by Law 9.472/97 and by the regulations derived
      from
      it. The AUTHORIZED PARTY shall follow the conditions established in the laws,
      regulations, standards and plans applicable to the service, among which there
      are:

     

    a) Decree
      Nr.
      2.617, of June 5th., 1998;

    


    b) Regulation
      of Telecommunication Services, approved by Resolution Nr. 73, of November 25th.,
      1998;

     

    c) Regulation
      for Checking the Control and Transfer of Control in Companies that Render
      Telecommunication Services, approved by the Resolution Nr. 101, of February
      4th., 1999;

     

    
      	 	
              d)

            	
              Regulation
                of the Multimedia Communication Service, approved by Resolution Nr.
                272,
                of August 9th., 2001;

            


    

    


    
      	 	
              e)

            	
              Rule
                Nr. 006, of January 24th., 2002;

            


    

    


    
      	 	
              f)

            	
              Regulation
                on the Use of the Radiofrequencies Spectrum, approved by Resolution
                Nr.
                259, of April 19th., 2000;

            


    

    


    
      	 	
              g)

            	
              General
                Regulation for Interconnection, approved by Resolution Nr. 40, of
                July
                23rd., 1998;

            


    

    


    
      	 	
              h)

            	
              Regulation
                on Service Contracting Procedures and Purchase of Equipment or Materials
                by the Telecommunication Service Rendering Companies, approved by
                resolution Nr. 155, of August 16th.,
                1999.

            


    

    


    2.1.1. The
      other
      normative instruments applicable to the services, replaced by SCM, remain in
      force until being duly substituted, as per the terms of article 214 of the
      General law of Telecommunication - LGT, in the points where they do not enter
      in
      conflict with the SCM Regulation.

     

    Chapter
      III - On the Rights and Conditions of the AUTHORIZED PARTY

    


    
      	
              3.1.

            	
              The
                AUTHORIZED PARTY has the right to freely explore the services object
                of
                this Certificate, rendered under private regimen and for collective
                interest, and should follow the rights and conditions established
                in
                Chapters II and III of Title II in the Regulation of Telecommunication
                Services and in the specific regulation of the
                service.

            


    

    


    
      	
              3.2.

            	
              The
                AUTHORIZED PARTY may not entail the offer of the SCM to the purchase
                of
                any other service or facility, offered through it or through its
                allied,
                controlled or controlling companies, nor may it condition advantages
                to
                the subscriber, to the purchase of other applications or of SCM additional
                services, even when performed by third
                parties.

            


    

    


    3.2.1. The
      AUTHORIZED PARTY may, at its sole decision, grant discounts, make promotions,
      seasonal discounts and price reductions in periods of low demand, among others,
      provided it make them in a non discriminatory manner and following objective
      criteria.

     

    
      	3.3.	
              The
                AUTHORIZED PARTY may not prohibit, neither by agreement nor by any
                other
                mean, the subscribe to be served by other networks or telecommunication
                services.

            


    

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	3.4.	
              The
                AUTHORIZED PARTY may not transmit, issue and receive information
                of any
                nature that may be configured as the rendering of Radio broadcasting
                Service or Cable TV Service, Multichannel Multipoint Signal Distribution
                Service (MMDS) or Television and Audio Signals distribution Service
                by
                satellite (DTH), and may not supply video and audio signals in an
                unrestricted and simultaneous form to the subscribers, under the
                conditions provided in the regulation of said
                services.

            


    

     

    
      	3.4.1.	
              When
                rendering SCM service the company may supply video and audio signal
                transport, in a non permanent manner and either by a specific agreement
                or
                by the payment per event, such as transmission of Executive TV,
                videoconferences, transport of signals from program producing or
                distributing companies to the companies that render Radio broadcasting
                Services or Cable TV, MMDS and DTH services and program transmission
                among
                radio broadcasting stations.

            


    

     

    
      	 	
              3.4.2.

            	
              When
                rendering SCM service, the transported signal shall not be received
                directly and freely by the public in general, as for the Radio
                broadcasting Service, and it shall not be distributed simultaneously
                to
                the subscribers, as for the Cable TV, MMDS and DTH
                services.

            


    

    


    
      	3.5.	
              When
                rendering the SCM service the company is not allowed to offer services
                with the characteristics of Commuted Fixed Telephony Service destined
                to
                the public in general (STFC), specially the routing of phone traffic
                through the SCM network simultaneously originated and ended in the
                STFC
                networks.

            


    

     

    
      	
              3.6.

            	
              The
                AUTHORIZED PARTY shall follow the quality parameters established
                in the
                regulation and in the agreement executed with the subscriber, relatively
                to the rendering of the service and to the operation of the
                network.

            


    

    


    
      	
              3.7.

            	
              The
                AUTHORIZED PARTY shall supply ANATEL, whenever requested, technical,
                operational or economical data, specially those relative to the number
                of
                subscribers and to the coverage area and to the values earned by
                the
                AUTHORIZED PARTY in respect to the parameters that indicate quality,
                and
                shall also allow ANATEL's representatives full access to its facilities
                or
                to the documentation, whenever
                requested.

            


    

    


    3.7.1. ANATEL
      shall give confidential treatment, as the case may be, to the information
      supplied, under the terms of Article 39 of Law 9472 and of Article 64 of the
      Regulation of National Telecommunication Agency, as approved by the Decree
      2.338/97.

     

    
      	3.8.	
              Upon
                contracting the services and purchasing equipment and materials connected
                to the service of object of this Certificate, the AUTHORIZED PARTY
                promises to consider the offer of independent suppliers, including
                domestic ones, and to base its decisions relative to the different
                offers
                submitted upon the compliance of objective criteria for price, terms
                of
                delivery and technical specifications established in the appropriate
                regulation.

            


    

     

    3.8.1. In
      the
      contracting in question, the procedures of the Regulation on Service Contracting
      and Purchase of Equipment and Materials by the Telecommunication Services
      Rendering Companies shall apply, as approved by ANATEL Resolution Nr. 155,
      of
      August 5th., 1999.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	
              3.8.2.

            	
              The
                values spent by the AUTHORIZED PARTY with foreign entities, for the
                rendering of management services, including technical assistance,
                may not
                exceed 0.2% (zero point 2 per cent) per year of the annual revenue
                of the
                now authorized services, net of taxes and
                contributions.

            


    

    


    
      	3.9.	
              The
                AUTHORIZED PARTY promises to pay the charges derived from the exploration
                of SCM, among others, the Installation and Operation Inspection Fees,
                the
                Fund for Technological development of Telecommunication and the Fund
                for
                the Universalization of Telecommunication Services, as per the regulation
                terms.

            


    

     

    
      	
              3.10.

            	
              In
                case of adaptation, under the terms of article 68 of the Multimedia
                Communication Service Regulation, the AUTHORIZED PARTY shall comply
                with
                its promises made with the users before the execution of this Certificate,
                following the conditions of the agreements executed and the obligations
                established in this Certificate, and in case of conflict the provisions
                favorable to the users shall
                prevail.

            


    

    


    3.10.1. The
      AUTHORIZED PARTY shall specially comply with the maintenance of the substitute
      service rendering agreement, in its term of validity.

     

    3.11. The
      AUTHORIZED PARTY promises to assure the compliance of the social function of
      the
      service object of this Certificate, as well as of the charges derived from
      it.

    


    Chapter
      IV
      - On the Rights and Obligations of the Subscribers

    


    4.1. The
      SCM
      subscriber has the right, without prejudice of the terms established in the
      applicable legislation:

     

    
      
        I.
          to
          access
          the service, by contracting the AUTHORIZED PARTY;

      

    

    


    
      
        II.
          to
          a non
          discriminatory treatment relative to the access conditions and use of the
          service;

      

    

    


    
      
        III.
          to
          appropriate information on the conditions of the service rendering, in
          its
          different applications, additional contracted facilities and respective
          prices;

      

    

    


    
      IV.  to
        inviolability and to communication secrecy, respecting always the hypothesis
        and
        constitutional and legal conditions relative to telecommunication access
        to
        secrecy data;

    

    


    V. to
      the
      previous notice of any and all alteration in the conditions of the service
      rendering, that may affect the subscriber, directly or indirectly;

     

    VI. to
      the
      cancellation or interruption of the service rendered, at any time, without
      any
      additional charge;

     

    VII. to
      the non
      suspension of the service without his/her request, except in the case of a
      debt
      directly derived from the use thereof or from the non compliance of the
      obligations appearing in article 4th. of Law 9.472 of 1997;

     

    VIII. to
      previous knowledge of the conditions for the suspension and termination of
      the
      service;

     

    IX. to
      respect
      to his/her privacy in the collection documents and in the use of its personal
      data by the AUTHORIZED PARTY;

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    X. of
      an
      efficient and immediate answer by the AUTHORIZED PARTY to his/her
      complaints;

     

    XI. to
      the
      sending of the complaints or statements against the AUTHORIZED PARTY to ANATEL
      or to the Consumer Defense Entities;

     

    XII. to
      compensation for damages caused by the infringement of his/her
      rights;

     

    XII. to
      the
      substitution of his/her access code, as the case may be, under the terms of
      the
      regulation.

     

    XIV. not
      to be
      forced or induced to purchase properties or equipment that are not of his/her
      interest, and not to be compelled to submit to any condition, except in respect
      to a technical question, for the receiving of the services, under the terms
      of
      the regulation;

     

    XV. to
      have
      the integrity of the rights relative to the rendering of services restored,
      after the payment of delinquent debts, or as per the agreement executed with
      the
      AUTHORIZED PARTY, with immediate exclusion of the information connected to
      failure of payment;

     

    XVI. to
      have
      the access to commodities or requested utilities, temporarily or permanently,
      partially or totally blocked;

     

    XVII to
      the
      continuity of the service as per the contractual term;

     

    XVIII
      to
      receive the collection documents with the details of the charged
      values.

     

    4.1.1. In
      case of
      adaptation of the terms of article 68 of the Regulation of Multimedia
      Communication Service, the subscriber has the right, without prejudice of the
      others already listed:

    


    
      	 	 	
              I.

            	
              to
                the maintenance of the of the substitute service rendering agreement,
                in
                its term of validity;

            


    

    


    
      	 	 	
              II.

            	
              to
                the option to terminate the substitute service rendering agreement
                and the
                contracting of a new service;

            


    

    


    4.2. The
      SCMN
      subscriber has the following obligations, among others:

    


    I. to
      use the
      service, the equipment and the telecommunication networks in the correct
      manner;

     

    
      	 	
              II.

            	
              to
                preserve the AUTHORIZED PARTY's properties and those to be used by
                the
                public in general;

            


    

    


    
      	 	
              III.

            	
              to
                make the payment relative to the service rendered, following the
                provisions established in the Service
                Regulation.

            


    

    


    
      	 	
              IV.

            	
              to
                provide appropriate and necessary place and substructure for the
                correct
                installation and operation of the AUTHORIZED PARTY's equipment, as
                the
                case may be;

            


    

    


    
      	 	
              V.

            	
              to
                connect to the AUTHORIZED PARTY's network only the terminals that
                have
                certification issued or accepted by
                ANATEL.

            


    

    


    Chapter
      V
      - On ANATEL's Privileges.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    5.1. ANATEL
      may
      impose special conditions for the rendering of the SCM, under the terms of
      article 128 of the LGT.

     

    
      	
              5.2.

            	
              ANATEL
                may determine that the AUTHORIZED PARTY should cease, immediately,
                the
                transmission of telecommunications from any station, that may be
                causing
                interference harmful to the telecommunication services regularly
                installed, until the cause of the interference is totally
                eliminated.

            


    

    


    
      	
              5.3.

            	
              ANATEL
                may perform researches relative to the satisfaction of subscribers
                in
                respect to the services rendered by the AUTHORIZED PARTY, disclosing
                the
                results to the society.

            


    

    


    Chapter
      VI
      - On the Conditions for Exploring the Service

    


    6.1. The
      AUTHORIZED PARTY shall start the commercial exploration of the service within
      eighteen months, counted from the date of publication of the decision
      authorizing the rendering of service, in the Federal Official Gazette -
      "D.O.U."

     

    6.1.1. The
      term
      established in this clause may be extended only once, for twelve months at
      the
      most, if the reasons submitted for this are considered as relevant by
      ANATEL.

     

    
      	 	
              6.1.2.

            	
              The
                term to start the commercial operation of the service, when it depends
                of
                its own radio electrical system, shall be counted from the date of
                publication, in the Federal Official Gazette (D.O.U.) of the decision
                authorizing the use of
                radiofrequency.

            


    

    


    
      	 	
              6.1.3.

            	
              In
                case of adaptation, as per the terms of Article 68 of the Multimedia
                Communication Service Regulation, the AUTHORIZED PARTY shall follow
                the
                rules below:

            


    

    


    
      	 	 	
              6.1.3.1.

            	
              The
                AUTHORIZED PARTY that has started the commercial exploration of the
                service may not interrupt it as a function of the
                adaptation.

            


    

    


    
      	 	 	
              6.1.3.2.

            	
              The
                AUTHORIZED PARTY that, upon the publication of the respective Act
                of
                Adaptation, has not started the commercial exploration of the service,
                shall do it within the term provided in the Certificate of Authorization
                of the service that is being
                adapted.

            


    

    


    
      	 	 	
              6.1.3.3.

            	
              The
                adaptation shall be made assuring, as the case may be, the right
                of use of
                radiofrequency for the remaining term of the former certificate of
                authorization, maintaining the possibility of
                extension.

            


    

    


    6.2. The
      conditions for the granting of authorization and coordination of use of
      radiofrequency are established in the Regulation for the Use of Radiofrequency
      Spectrum, approved by Resolution Nr. 259, of April 19th., 2001.

     

    
      	
              6.3.

            	
              The
                AUTHORIZED PARTY shall, within a maximum term of one hundred and
                eighty
                days counted from the authorization, deliver to ANATEL a summary
                of the
                Installation Project, as a condition to issue the authorization to
                install
                the system.

            


    

    


    6.3.1. The
      Installation Project shall be compatible with the Basic Project, annexed to
      this
      Certificate of Authorization.

     

    
      	 	
              6.3.2.

            	
              The
                summary of the Installation Project shall be attached to this Certificate
                of Authorization, being considered as a complement of the Basic
                Project.

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    
      	 	
              6.3.3.

            	
              In
                the case of adaptation, as per the terms of article 68 of the Multimedia
                Communication Service Regulation, the AUTHORIZED PARTY shall, within
                a
                maximum period of one hundred and eighty days from the date of publication
                of the Adaptation Act, submit to ANATEL a summary of the Installation
                Project, as provided in Annex III of the SCM
                Regulation.

            


    

    


    6.4. The
      AUTHORIZED PARTY, as such, will not have a vested right in respect to the
      maintenance of the existing conditions on the date of execution of this
      Certificate, and has to obey the new conditions that may be created by law
      or by
      the regulations to be issued by ANATEL, within the terms established in the
      regulation.

     

    
      	
              6.5.

            	
              The
                AUTHORIZED PARTY shall, upon the installation of the
                station:

            


    

    


    I. observe
      the municipal regulations and other legal requirements, in respect to buildings,
      towers and antennas, and to the installation of physical lines in public
      areas;

     

    
      	 	
              II.

            	
              assure
                that the installation of its stations follows the pertinent
                regulation;

            


    

    


    
      	 	
              III.

            	
              obtain
                the necessary consignation of the radiofrequency, if it does not
                use only
                confined media or third party's
                media.

            


    

    


    6.6. The
      AUTHORIZED PARTY is responsible, before the subscriber and ANATEL, for the
      exploration and execution of the service.

     

    6.6.1. The
      AUTHORIZED PARTY shall be fully responsible for the exploration and execution
      of
      the service before the subscriber, including in respect to the correct operation
      of the service supporting network, even if it is owned by third parties, it
      being assured, in this case, the right of return.

     

    
      	 	
              6.6.2.

            	
              The
                AUTHORIZED PARTY's responsibility before the Agency shall include,
                also,
                the correct operation of the service supporting network, including
                in the
                cases when it is owned by third
                parties.

            


    

    


    6.7. The
      interested parties are assured of the use of SCM supporting networks to provide
      additional value services (SVA), in a non discriminatory form and at fair prices
      and reasonable conditions.

     

    6.7.1. ANATEL
      shall establish the rules to assure the perfect use of the SCM networks to
      support the SVA provision, establishing also the terms for the relationship
      between the providers of these services and SCM renderers, as provide in § 2nd.
      article 61 of Law 9,472, of 1997.

     

    6.8. The
      AUTHORIZED PARTY has the right to use the networks or the elements of networks
      owned by other renderers of telecommunication services of collective interest,
      in a non discriminatory manner, and at fair and reasonable prices and
      conditions.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    6.8.1. The
      AUTHORIZED PARTY shall allow the use of its networks or of elements of said
      networks by other collective interest telecommunication providers, in a non
      discriminatory way, and at fair and reasonable prices and
      conditions.

    


    6.9. The
      remuneration for the use of networks shall be freely agreed between the
      AUTHORIZED PARTY and the other collective interest telecommunication service
      rendering companies.

     

    6.10. In
      the
      rendering of SCM the use of equipment without certification issued or accepted
      by the Agency is prohibited, when said certification is required by
      regulation.

     

    6.11. The
      following are parameters of quality for SCM, without prejudice of any others
      that may be defined b y ANATEL:

     

    I. the
      supply
      of signal transport respecting the characteristics established in the
      regulation;

     

    
      	 	
              II.

            	
              the
                availability of the service in the contracted index
                values;

            


    

    


    
      	 	
              III.

            	
              the
                issue of electromagnetic signals in the levels established in
                regulation;

            


    

    


    
      	 	
              IV.

            	
              the
                disclosure of information to the subscribers, in an unambiguous and
                complete manner, with a reasonable antecedence, in respect to the
                changes
                of prices and conditions for the use of the
                service;

            


    

    


    
      	 	
              V.

            	
              the
                speed in complying with the requests and complains of the
                subscribers;

            


    

    


    
      	 	
              VI.

            	
              the
                number of complains against the AUTHORIZED
                PARTY;

            


    

    


    
      	 	
              VII.

            	
              the
                supply of the necessary information to obtain the indicators relative
                to
                the quality of the service, of the facility and of the financial
                economical data, in such a way to allow the evaluation of the quality
                in
                the service rendered.

            


    

    


    6.12. The
      following data shall appear in the agreement for the rendering of the service
      to
      the subscriber:

     

    
      	 	
              I.

            	
              the
                rights and obligations of the AUTHORIZED
                PARTY;

            


    

    


    
      	 	
              II.

            	
              the
                rights and obligations of the
                subscribers;

            


    

    


    
      	 	
              III.

            	
              the
                number of the Subscriber Service Center, and the electronic address
                of the
                AUTHORIZED PARTY in Internet, where the user may find information
                on the
                service, including specifications for the connection of telecommunication
                terminals to the support networks;

            


    

    


    
      	 	
              IV.

            	
              ANATEL
                address and the electronic address of its library, where persons
                may find
                the full copy of the service
                regulation;

            


    

    


    
      	 	
              V.

            	
              the
                phone number of ANATEL Service
                Center;

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	 	
              VI.

            	
              the
                quality parameters of the service, as mentioned in item 6.11 of this
                Certificate of Authorization.

            


    

     

    6.13. The
      AUTHORIZED PARTY shall maintain a phone service center for its subscribers,
      with
      direct free of charge call in a 24 hours a day 7 days a week
      regimen.

     

    6.14. In
      case of
      interruption or degradation of the service quality, the AUTHORIZED PARTY shall
      discount from the signature the value proportional to the number of hours or
      fraction of hours longer than 30 minutes.

     

    6.14.1. The
      need
      for interruption or degradation of the service due to maintenance, expansion
      of
      the network or similar reasons shall be fully informed to the subscribers that
      may be affected, through a one week minimum previous notice, and the subscribers
      have to receive a discount in the subscription as 1/30 (one thirtieth) per
      day
      or fraction longer than four hours.

     

    
      	 	
              6.14.2.

            	
              The
                interruption of degradation of the service for a period longer than
                three
                consecutive days and that reach more than ten per cent of the subscribers
                shall be informed to Anatel with a summary of the reasons that have
                caused
                it and the actions developed for the normalization of the service
                and the
                prevention of the new
                interruptions.

            


    

    


    
      	 	
              6.14.3.

            	
              The
                AUTHORIZED PARTY shall not be forced to offer a discount if the
                interruption or degradation of the service occurs due to unforeseen
                case
                or event of force majeure, with the AUTHORIZED PARTY having to prove
                the
                fact.

            


    

    


    6.15. The
      AUTHORIZED PARTY, as per the terms of article 135 of the LGT promises to provide
      preferred access to the authorized service to the following
      entities:

     

    
      	 	
              I.

            	
              Essential
                Entities of the Federal Government;

            


    

    


    
      	II.  	
              Ministry
                of Defense:

            


    

    a) Brazilian
      Army

    b) Brazilian
      Navy;

    c) Brazilian
      Air Force;

    III. Ministry
      of Justice

    IV. Federal
      Police Department;

    V. Military
      Police and Fire Departments.

    


    6.15.1. The
      written obligation described in item 6.15 shall apply to any entities or
      agencies that may undertake, fully or partially, the functions of the entities
      named in it.

     

    Chapter
      VII - On the Provisions relative to the Interconnection.

    


    7.1. Whenever
      requested, there shall be made the interconnection among the SCM supporting
      networks and among these networks and the networks of other telecommunication
      services of collective interest, as per the terms of Law 9.472, of 1997, and
      of
      the General Regulation of Interconnection approved by Resolution Nr. 40, of
      July
      23rd., 1998.

     

    Chapter
      VIII - On the Entailment of the General Standards for the Protection of the
      Economic Order.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    8.1. The
      AUTHORIZED PARTY promises to render the now authorized service strictly as
      per
      the standards that prohibit the abuse of economic power, without harming the
      free competition, not increasing arbitrarily the profits or performing in an
      abuse manner the dominant position in the market.

    


    8.1.1. Considering
      the concrete situation or complain based upon the abusive prices, imposition
      of
      abusive contractual conditions, discriminatory treatment or practices with
      the
      purpose to eliminate unfairly the competition, ANATEL may, after the analysis,
      assuring the right to previous and full defense to the AUTHORIZED PARTY,
      determine the implementation of the appropriate measures, without prejudice
      to
      the complaining party to submit the case before any other appropriate
      governmental entities.

     

    Chapter
      IX
      - On the Forms of Compensation for the Service Rendered

    


    9.1. The
      AUTHORIZED PARTY shall establish the prices relative to the rendering of SCM,
      in
      a fair and non discriminatory manner, with ANATEL being responsible for
      eliminating abusive commercial practices and the abuse of economic
      power.

     

    
      	
              9.2.

            	
              The
                AUTHORIZED PARTY shall, as per the Regulation of Telecommunication
                Services, serve with priority the President of the Republic, his
                protocol
                representatives, his entourage and supporting personnel, as well
                the
                foreign Heads of State, when in official visits or trips through
                the
                Brazilian territory, making available, against remuneration, the
                necessary
                means for the appropriate communication of said
                authorities.

            


    

    


    
      	
              9.3.

            	
              The
                AUTHORIZED PARTY shall assure the free of charge access by its subscribers
                to the emergency services, as mentioned in the
                regulation.

            


    

    


    
      	
              9.4.

            	
              The
                AUTHORIZED PARTY shall place at disposal of the authorities and agents
                of
                civil defense, in case of public calamity, all means, systems and
                availabilities that may be requested, in order to grant them full
                support
                or to support the affected population, as per the
                regulation.

            


    

    


    
      	
              9.5.

            	
              The
                obligations mentioned in items 6.15, 9.4 and 13.4.1 of this Certificate
                are of collective interest, under the terms of Article 135 of the
                LGT, and
                are undertaken fully by the AUTHORIZED PARTY, that shall absorb the
                correspondent costs through the appropriate exploration of the service,
                without any compensation or reimbursement by
                ANATEL.

            


    

    


    Chapter
      X
      - On the Transference

    


    10.1. The
      transfer of the authorization to explore SCM and the authorization to use the
      radiofrequency associated to it requires previous approval by ANATEL, as per
      the
      regulamentary requirements.

     

    
      	
              10.2.

            	
              The
                transfer of the authorization may only be made after three years,
                counted
                from the effective beginning of the commercial operation of the
                service.

            


    

    


    10.2.1. In
      case of
      adaptation under the terms of article 68 of the Multimedia Communication Service
      Regulation, the time of operation before this adaptation shall be computed,
      for
      the purposes of the terms of item 10.2.

     

    10.3. For
      the
      transfer of the SCM authorization, the interested party shall:

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    I. comply
      with the requirements compatible with the service to be rendered, in respect
      to
      the technical qualification, financial-economical qualification, legal
      qualification and tax regularity, submitting the documentation listed in Annex
      I
      of the Multimedia Communication Service Regulation;


    
      	 	
              II.

            	
              submit
                the statement executed by its legal representative, promising to
                comply
                with all clauses of the certificate of authorization in force, surrogating
                itself in the rights and obligations of the original authorized
                party.

            


    

    


    10.4. The
      transfer of the authorization among controlled and controlling companies and
      in
      the cases derived from scission, shall be performed by ANATEL at any moment,
      upon request from the interested parties and following the terms of clause
      10.3.

     

    
      	
              10.5.

            	
              The
                transfer of the authorization to explore SCM will be subject to the
                collection of the public price by
                ANATEL.

            


    

    


    
      	
              10.6.

            	
              The
                transfer of the corporate control of the AUTHORIZED PARTY will be
                subject
                to later approval by ANATEL, for the maintenance of authorization
                conditions or of other conditions provided in the regulation, with
                the
                AUTHORIZED PARTY sending to the Agency, within sixty days counted
                from the
                date of registration in the appropriate entity, a request with its
                prior
                corporate composition, the operation made and the picture resulting
                from
                the operation, besides the documentation provided in the SCM
                regulation.

            


    

    


    10.6.1. The
      corporate or control changes that need the approval by ANATEL shall include,
      in
      the legal instrument that formalizes it, a clause determining that said
      alteration is conditioned to the approval by the Agency.

     

    10.7. The
      transfer of authorization or of the corporate control of the AUTHORIZED PARTY
      shall not be admitted if it is harmful to competition or if offers risk to
      the
      execution of the undertaken obligations, following the general standards
      relative to the protection of economic order and, specially the terms of article
      7th. of Law 9.472, of 1997.

     

    
      	
              10.8.

            	
              The
                transformation of the corporate type and changes in the corporate
                name of
                the AUTHORIZED PARTY and of its direct and indirect partners, shall
                be
                informed to the Agency within twenty days after the registration
                of the
                fact in the appropriate entity.

            


    

    


    
      	
              10.9.

            	
              The
                agreements of the partners that regulate the transfer of quota parts
                and
                of shares, as well as the performance of the right to vote by the
                AUTHORIZED PARTY and its direct and indirect partners, shall be sent
                to
                the Agency up to fifteen days after the registration in the appropriate
                entity.

            


    

    


    Chapter
      XI
      - On the Provisions on the Inspection

    


    11.1. The
      AUTHORIZED PARTY is subjected to ANATEL inspection, following the legal and
      regulatory provisions and, when requested, it shall render accounts allowing
      the
      free access to its technical resources and accountant files.

     

    
      	
              11.2.

            	
              The
                AUTHORIZED PARTY may appoint a representative to follow the inspection
                agents in their visits, inspections and
                activities.

            


    

    


    Chapter
      XII - On the Sanctions

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    
      	
              12.1.

            	
              The
                non compliance of the legal and regulatory provisions, as well as
                the
                compliance of conditions and undertakings connected to the authorization,
                shall subject the AUTHORIZED PARTY to the sanctions provided in the
                regulation, assuring the right to previous and full
                defense.

            


    

    


    
      	
              12.2.

            	
              Without
                prejudice of any other situations established in the regulation,
                the
                following are considered as serious
                infractions:

            


    


    I. not
      start
      the exploration of the service within the term established in this
      Certificate;

    


    
      	 	
              II.

            	
              the
                non payment of fees or charges falling on the
                services;

            


    

    


    
      	 	
              III.

            	
              to
                offer the service with the characteristics of the Commuted Fixed
                Phone
                Service destined to the public use in general (STFC), specially the
                sending of phone traffic through the SCM network simultaneously originated
                and terminated in the STFC networks;


            


    

    


    
      	 	
              IV.

            	
              to
                offer the service with the characteristics of Radio broadcasting
                Service
                or Cable TV Service, Multichannel Multipoint Signal Distribution
                Service
                (MMDS) or Subscription TV and Audio Signals Distribution Service
                by
                Satellite (DTH).

            


    

    


    Chapter
      XIII - On the Extinction of the Authorization

    


    13.1. The
      Authorization shall terminate, as well as this Certificate of Authorization,
      by
      the termination, deterioration, decay, forfeit or cancellation, as per the
      terms
      of Law 9.472, of 1997.

     

    
      	
              13.2.

            	
              In
                case of loss of the conditions indispensable to the issue or maintenance
                of the authorization, the Agency may extinguish it by a cancellation,
                assuring to the interested party, in this case, during the administrative
                process, the right to the adversary system and to full
                defense.

            


    

    


    
      	13.3.  	
              The
                statement of extinction of the Authorization will not eliminate the
                application of penalties due to the infringements practiced by the
                AUTHORIZED PARTY, as per the terms of the regulation and of this
                Certificate of Authorization.

            


    

    


    
      	
              13.4.

            	
              The
                definite interruption of the services shall only occur after a minimum
                of
                one hundred and eighty (180) days previous notice sent to the
                subscriber.

            


    

    


    13.4.1. In
      the
      case of the entities mentioned in item 6.15, except for the cases of force
      majeure and of non compliance of the obligations by the subscriber, the
      definitive interruption of the services shall only occur with a minimum sixty
      (60) months previous notice. 

     

    
      	 	 	
              13.4.1.1.

            	
              The
                suspension in the rendering of the service to the entities mentioned
                in
                item 13.4.1. may cause, besides the application of appropriate sanctions,
                the request by ANATEL to declaration as public utility by the Executive
                Power, of the assets and equipment that are necessary for the continuation
                of the service rendering, it being established, for the purposes
                of
                previous compensation the value corresponding to the revenue earning
                in
                the last 12 (twelve) months against the rendering of the
                service.

            


    

    


    Chapter
      XIV - On the Enforcement, Efficiency and Jurisdiction

    


    14.1. This
      Certificate shall remain valid and efficient after the publication of its
      summary in the Federal Official Gazette.

     

    
      	
              14.2.

            	
              In
                order to eliminate eventual future issues relative to this Certificate
                of
                Authorization, efforts shall be made to obtain an amicable solution,
                with
                the parties going to the judicial settlement only in case of impossibility
                of the amicable 

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

      
         

        
          	
                   

                	
                  solution
                    and, in this case, the appropriate Court of the Judiciary District
                    of the
                    Federal Justice in the City of Brasilia, Federal district, shall
                    be the
                    competent one.

                


        

         

      

    

    Being
      so
      agreed in respect to the provisions and conditions of this Certificate, the
      Parties execute it in three equal copies before the named witnesses, who sign
      it
      also, for all legal and juridical effects.

    


    Brasília
      Federal district, April 17, 2003.

    


    For
      ANATEL
      - Agência National de Telecomunicações

    /s/
      Luiz
      Guilherme Schymura de Oliveira, President

    /s/
      Luiz
      Tito Cerasoli, Councilman

    


    For
      the
      AUTHORIZED PARTY - Telecomunicações de São Paulo S.A. - TELESP

    /s/
      Fernando Xavier Ferreira, President

    /s/
      Eduardo Navarro de Carvalho,. Vice-President.

    


    WITNESSES:

    (signed)
      Dirceu Baraviera

    (signed)
      Newton Julio Mantoni.


    
      
        
        

      

      
        13