AGREEMENT FOR THE ASSIGNMENT OF ADVERTISING SPACE AND

                 OTHER COVENANTS BETWEEN AOL AND BRASIL TELECOM







Through this instrument, BRASIL TELECOM S.A. with its main place of business in

the SIA/Sul, ASP, Lote "D", Bloco"B", Brasilia/DF, enrolled in the National

Registry of Legal Entities of the Ministry of Finance-CNPJ/MF under n(0)

76.535.764/001-43, in this act represented pursuant to its Bylaws, by its

undersigned representatives, hereinafter simply called "BRT" and on the other

side AOL BRASIL LTDA, with its main place of business at Avenida Industrial, 600

-2(0) andar, in the city of Santo Andre, State of Sao Paulo, enrolled in the

National Registry of Legal Entities of the Ministry of Finance- CNPJ/MF under

n(0) 03.032.579/0001-62, in this act represented pursuant to its Articles of

Association, by its undersigned legal representative, hereinafter simply called

"AOL" and when jointly with "BRT", the "Parties",



WHEREAS AOL is a provider of Internet access and has an exclusive area for its

subscribers'access ("AOL Service");



WHEREAS AOL is the holder of an access portal to the Internet registered under

the domain name WWW.AOL.COM.BR and also of several sites which can be accessed

through the portal (collectively the "PORTAL")



WHEREAS BRT is interested in conveying its brand and goods in the AOL Service

and in the PORTAL;



In witness whereof, the parties enter into the present agreement of Assignment

of Advertising Space ("Agreement"), which shall be governed by the following

clauses and conditions:



FIRST CLAUSE - THE OBJECT



1.1.   The present Agreement aims at setting forth the conditions through which

       BRT shall invest in advertising and marketing, during the period of time

       that this Agreement is in force, through the electronic media conveyed by

       AOL in its Service and Portal.



1.2.   The Parties agree to carry out the present Agreement pursuant to the

       terms and conditions set forth herein, its exhibits and the legislation

       in force.







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          EXHIBIT I            AOL'S LIST OF PRODUCTS AND PRICES

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SECOND CLAUSE: PRICE, CONDITIONS AND FORM OF PAYMENT



2.1. BRT shall invest monthly in advertising and marketing in AOL Service and

PORTAL, in accordance with what is described in item 1.1. above, a minimum

amount, taxes included, that shall be monthly agreed upon between the Parties,

duly documented in writing in a document called "Media Plan".



2.2. By virtue of what has been set forth in item 2.1 herein, AOL agrees to

convey BRT's advertising material ("MATERIAL") in the electronic media through

its PORTAL, as well as through AOL Service.



2.3. The MATERIAL conveyance through AOL's PORTAL and Service shall be carried

out in accordance with the Media Plan to be agreed upon by the Parties monthly.



2.4. The Media Plan constitutes the document through which the Parties will

define monthly the specific conditions of the MATERIAL conveyance, such as the

conveyance price, the conveyance period and the form and place of the MATERIAL

exhibition.



2.5. The MATERIAL conveyance shall comply with the same rules and policies that

AOL offers to other advertisers, with the conditions set forth in this Agreement

and shall further comply with the specific terms and conditions set forth in the

Media Plan.



2.6. The payment of the amounts due to AOL for the MATERIAL conveyance shall be

effected in up to [**] days, by BRT, after the attested receipt of the invoice

issued by AOL.



         2.6.1. BRT shall effect the payment of the amounts due to AOL, by force

         of this Agreement, by means of a deposit in the bank current account to

         be supplied by AOL, being that the respective deposit receipts shall

         have the value of proof of payment.



         2.6.2. In the assumption that the payments determined in this clause

         are not made on the agreed date, a [**] fine shall be levied on the

         amount of the due installment, plus interest on arrears of [**] percent

         ([**]%) per [**], calculated PRO RATA DIE.



2.7. The costs related to the creation of the MATERIAL are not included in the

amount set forth in 2.1, neither are the commissions due to the advertising and

marketing agencies, which, in case they are due, shall be BRT's responsibility.



2.8. The Parties shall meet at the end of each [**] month-period to re-assess

the media conveyed and to make any necessary adjustments for the subsequent

months, on the grounds of the report, being that they can even change the

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