AGREEMENT FOR PROMOTION OF TRAFFIC IN REGION I OF THE GENERAL

                   PLAN OF GRANTING (GPG) AND OTHER COVENANTS



AOL DO BRASIL LTDA, a Brazilian limited liability company with its main place of

business at Av. Marginal do Rio Pinheiros, 5200 - American Business Park - Bloco

B - 2.(degree) floor, enrolled in the National Registry for Legal Entities

(CNPJ/MF) under n(0) 03.032.579 /0001-62, in this act represented pursuant to

its Articles of Association, hereinafter individually called "AOL";



and



TNL.Acesso S.A. a corporation with its main place of business at Avenida Ceci,

1900 - part, Town de Barueri - SP, enrolled in the National Registry for Legal

Entities (CNPJ/MF) under n.(0) 03.772.673/0001-58, in this act represented

pursuant to its Articles of Association, hereinafter individually called "TAC";



TAC and AOL are also individually called as a "Party" and jointly as "Parties".



When used in this Agreement, the terms below shall have the following meanings:



     a)   "Dialed Access to the Internet" means the User's access to the

          Internet through telephone calls by means of an infrastructure of

          Connection to the Internet.



     b)   "Agreement" means the present Agreement of Promotion of Traffic in

          Region I of the GPG [General Plan of Granting] and Other Covenants.



     c)   "ANATEL" means National Agency of Telecommunications.



     d)   "Infrastructure of Connection to the Internet" or "Infrastructure"

          means each and every system made available and/or that may become

          available by the Operator, being the ISDN accesses excluded, so as to

          provide connection and access to the Internet through the Commuted

          Fixed Telephone Service in the modality Local, including the IP Dial

          Ports, IP Ports and Access circuits, as it may eventually be specified

          in hiring of its own, which shall include, among others:



          (i) the necessary telecommunications Infrastructure to provide access

          of AOL's users, in narrow band (i.e. through dialed access, also

          called "dial-up"), through the installation and continued availability

          of the IP Dial Port in the modality exclusive for AOL's specific

          applications.



          (ii) the interconnection dedicated access channel(s) of AOL Network's

          users or not, to the Internet.



     e)   "Internet" means a world net which gathers, connects and interconnects

          several computer nets, making use of TCP/IP protocol, controlled in

          Brazil by the Management Committee and abroad by ICANN.





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     f)   "Confidential Information" means all information and documents of any

          kind, necessary to allow the attainment of the object of this

          Agreement, which are delivered to one of the Parties by the other, or

          by its advisors, auditors, accountants, attorneys, representatives,

          managers or employees, who related to the Parties's business or to

          the businesses of its clients, suppliers and associates, including,

          but not limiting to management data, financial data and market

          strategies.



     g)   "GPG" means the General Plan of Granting approved by Decree n(0)2.534

          of April 2, 1998.



     h)   "Pulses" means the chargeable telephone pulses, generated by AOL's

          users in the Operator's Network of the Commuted Fixed Access Service

          and finished in the ports made available by the Operator.



     i)   "CFAS" means the Commuted Fixed Access Service.



     j)   "Users" means all AOL's users who, making use of the CFAS, connect to

          the Internet, through the ports made available by the Operator for

          Dial-up Access to the Internet.



     k)   "Taxes" means each and every tax, fees, compulsory loans and

          contributions to PIS [Program of Social Integration], COFINS

          [Contribution for Financing Social Security], among other taxes,

          related to this Agreement and imposed by the applicable legislation.



     l)   "IP Dial Port" means the set of equipment (accesses and others) or the

          necessary resources to receive telephone calls and to provide access

          to the Internet through the CFAS, through Remote Access Servers (RAS)

          which make interface between the CFAS network and the IP/Internet

          network.



     m)   "IP Port" means the interface in the router connected to the IP

          Network of any supplier for IP bi-directional traffic to the Internet,

          which may eventually allow AOL's connection to the Internet.



     n)   "Operator(s)" means/mean the CFAS companies chosen by TAC and

          expressly accepted by AOL, which will supply AOL with Infrastructure

          of Connection to the Internet.



     o)   "CFAS Operator" means the CFAS Operator chosen by TAC and expressly

          accepted by AOL, which will be the source for the calls of AOL's

          users in Region I of the GPG.



     p)   "ISDN" means Internet Services Digital Network.



     q)   "ICANN" means Internet Corporation for Assigned Names and Numbers.



     r)   "Significant Modification of the Rules Referring to the Dialed Access

          Traffic to the Internet" means any change in the present

          interconnection procedure, which gives rise to the exclusion of the

          dialed access traffic to the Internet of Class I interconnections, as

          defined in the General Regulations of Interconnections, approved by

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