AMERICA ONLINE LATIN AMERICA INC
AGREEMENT OF AVAILABILITY OF ADVERTISING SPACE
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>g90476exv10w4.txt
<DESCRIPTION>AGREEMENT OF AVAILABILITY OF ADVERTISING SPACE
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.4

       AGREEMENT FOR AVAILABILITY OF ADVERTISING SPACE BETWEEN SERVER AND
       TELECOMUNICACOES DE SAO PAULO S.A. - TELESP - ADHESION AGREEMENT.


                                                                    MODEL



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             REQUEST FOR REGISTRATION OF STANDARD OR MODEL AGREEMENT
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ILLUSTRIOUS REGISTRAR OF THE PUBLIC REGISTRY OF DOCUMENTS AND CIVIL REGISTRY OF
LEGAL ENTIITES OF THE CAPITAL




TELECOMUNICACOES DE SAO PAULO S/A - TELESP- with its address at Rua Martiniano
de Carvalho, n(0) 851, in this Capital, undersigned, comes before Your Honor to
request the REGISTRATION of the attached document of: AGREEMENT FOR AVAILABILITY
OF ADVERTISING SPACE.

It requests granting of the above.

Sao Paulo,  August 22, 2003.

Signed by: FERNANDO ELIAS RIBEIRO
                National Registry of Individuals:
                 Identity Card:

 THREE STAMPS OF THE 2ND REGISTER OF DOCUMENTS AND CIVIL OF LEGAL ENTITIES.








<PAGE>





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                 AGREEMENT FOR AVAILABILITY OF ADVERTISING SPACE


                                  ENTERED INTO


                                     BETWEEN


                       TELECOMUNICACOES DE SAO PAULO S.A.


                                       AND



                                     SERVER

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<PAGE>


                 AGREEMENT FOR AVAILABILITY OF ADVERTISING SPACE


Through this present private instrument, the Parties:


(a) TELECOMUNICACOES DE SAO PAULO S.A., a limited liability company with its
main place of business in the City of Sao Paulo, at Rua Martiniano de Carvalho,
851, enrolled in the National Registry of Legal Entities under n(0)
02.558.157/0001-62, in this act duly represented pursuant to its Bylaws,
hereinafter simply called "TELESP",

and

(b) SERVER, duly qualified in the Request for Services, which is an integrant
inseparable party to this Agreement, hereinafter simply called "SERVER"; and,
when jointly with TELESP, "Parties".

WHEREAS

The SERVER provides services related to the world computer net ("Internet"),
such as the Internet access service and the supply of editorial commercial
content, as well as content of other natures to the Internet through its
Internet portals, accessible in its electronic address ("www"), simply called
"PORTAL";

 The SERVER is a company in the Internet market portals and, due to its audience
and coverage, it grants great visibility to products and services of advertising
clients in general, and which also has an expressive subscribers basis;

TELESP is interested in displaying its trademarks and products to the SERVER's
subscribers market;


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<PAGE>


TELESP has published in the site WWW.TELEFONICA.COM.BR/SP, on July 7, 2003 its
Promotional Plan for Supplying Access Infra-Structure to Narrowband Internet
Services ("Promotional Plan"), subsequently complemented on July 22, 2003;

The SERVER is interested in adhering to such Promotional Plan's terms and
conditions; and

The SERVER fulfills the conditions set forth in the Promotional Plan for Hiring
Advertising Space by TELESP.

In witness whereof, the Parties decide to enter into the present Agreement for
Availability of Advertising Space ("Agreement"), through the execution of the
Request for Services, which will be governed by the following clauses and
conditions:

1. OBJECT

1.1.  This Adhesion Agreement has as its purpose hiring advertising space, by
      TELESP, in the SERVER'S PORTAL to release advertising of trademarks of
      TELESP ownership or of its direct or indirect controlling, controlled or
      colligate companies, provided that the provisions of Clause 2.1. and its
      Sub-Clauses hereinbelow are complied with.

1.2.  It is hereby set forth that the SERVER shall not release TELESP
      advertising or advertising of its direct or indirect controlling,
      controlled or colligate companies, which are the SERVER's competitors.




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<PAGE>



2. VALUES AND FORM OF PAYMENT.

2.1.     TELESP will monthly pay the SERVER, for the advertising space made
         available, pursuant to the terms of this Agreement, the amount
         calculated in accordance with Exhibit II to the present Agreement,

         2.1.1.   Each Party will bear the taxes of its responsibilities, in
                  accordance with the legislation in force, no kind of repassing
                  of taxes being admitted, including related to the creation of
                  new levying taxes or to modifications in the levying rules
                  (whether modification on the calculation basis or of the
                  aliquots).

2.2.     The monthly amount defined in Clause 2.1. will be readjusted every
         twelve (12) months, as of the current date, in the event of the
         Agreement extension, by the variation of the IGP-DI [General Price
         Index- Internal Availability], released by the Getulio Vargas
         Foundation, or, in case of that index extinction, by another index that
         will eventually legally replace it.

         2.2.1.   In case the legislation eventually allows, the re-adjustments
                  which item 2.2 above refers to, will occur in the least
                  periodicity possible.

2.3.     The amounts to be monthly paid by TELESP to the SERVER will be monthly
         calculated in accordance with the strictest terms of Exhibit II, so as
         to reflect the quantity of the SERVER's subscribers exposed to the
         hired advertising ("Target Public").

         2.3.1.   It is hereby set forth that TELESP will pay the SERVER the
                  aforementioned values solely for the Ports which provide the
                  occupation set forth in Exhibit 2 to this Agreement.

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<PAGE>


2.4.    TELESP will make available to the SERVER, until the fifth (5th) day of
        the month subsequent to the invoicing cutting date of the Dial Provider
        and/or E1 services ,a statement report ("Statement Report") containing
        the total amount of Dial Provider Ports and/or E1s, with the occupation
        established in item 1 of Exhibit II to this Agreement ("Statement
        Report"), occurred the previous month.

         2.4.1.   The SERVER shall invoice the amounts to be paid by TELESP by
                  virtue of the present Agreement, in accordance with the
                  Statement Report, in up to two (2) days subsequent to its
                  receipt, with maturity date on the twelfth (12th) of each
                  month.

                  2.4.1.1. The amounts related to this Agreement's first and
                           last month will be invoiced PRO RATA DIE.

         2.4.2.   TELESP shall make the respective payment through credit in
                  bank current accounts, to be informed by the SERVER in the
                  Request for Services.

         2.4.3.   The deposit vouchers in the SERVER's favor will be considered
                  as able documents for evidencing the acquittal of the payments
                  due by TELESP.

         2.4.4.   Subsequently to the invoicing of the amounts stated in the
                  Statement Report, the SERVER may challenge, with justication,
                  TELESP's report within up to ten (10) days, counted as of such
                  invoicing date.

         2.4.5.   TELESP will have a (10) ten-day term, counted as of the
                  receipt of the SERVER's challenge to appraise and adjudge such
                  challenge, informing the SERVER within the same period of
                  time.



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         2.4.6.   In case TELESP considers that the SERVER's challenge of the
                  Statement Report has grounds, the SERVER shall, in the
                  following month's invoice, include the amounts resulting from
                  the challenge verification, added of the charges set forth in
                  item 2.6, calculated on the basis of the overcharged
                  difference..

2.5.     If, after TELESP's decision about the SERVER's challenge, the
         divergence between the Parties still persists, the issue shall be
         solved in accordance with the terms of Clause 10 hereinbelow.

2.6.     Assuming that the payments established in this Clause are not honored
         on the date herein agreed upon, there will levying on the amount of the
         portion due, independently of notification, of fine for payment on
         arrears of two per cent (2%) or of the maximum percentage allowed by
         the legislation in force that may eventually replace it, a single time,
         and fine for payment on arrears of one per cent (1%) per month or
         fraction of month, as well as monetary restatement verified by the
         variation of the General Index of Prices - DI (IGP-DI), released by the
         Getulio Vargas Foundation, as of the maturity date until the date of
         the effective payment. In the absence of that index, the official index
         that eventually replaces it, will be applied to the Agreement,
         calculated PRO RATA DIE., .

         2.6.1.   In the hypothesis of failure of payment for a period of thirty
                  (30) consecutive days, independently of notification, the
                  SERVER will be freed from the duty to make available the
                  advertising space hereby hired, regarding the unpaid amounts.

3. ADVERTISING

3.1.     The advertising spaces must be assigned by the SERVER in its Home Page
         and on the other pages of its site.


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<PAGE>

3.2.     The advertising spaces must be assigned exclusively to TELESP or to its
         direct and indirect controlling, controlled or colligate companies for
         all its products, exception made to the products which directly compete
         with the SERVER's, being agreed that TELESP, at its exclusive
         discretion, will define the content of the advertising releases.

3.3.     At TELESP's discretion, it will inform with ten (10) working days in
         advance, through each campaign's Media Plan, the channels to be used,
         in accordance with the specific needs, provided that the provisions of
         Exhibit I to this Agreement are complied with and the SERVER's
         inventory availability is respected. The Parties agree that the
         advertisements format, intensity and releasing period, contained in
         Exhibit I, can be changed, of common concord between the Parties.

3.4.     For releasing purposes, the formats mentioned in Exhibit I, as well as
         the new formats that may eventually appear, promoting TELESP's products
         and services and those of its direct or indirect controlling,
         controlled or colligate companies, provided that this is previously
         agreed upon, in writing, between the Parties, will be considered as
         advertising formats.

3.5.     TELESP shall supply the SERVER with the material to be released, within
         up to five (5) days prior to the intended release, and TELESP can
         replace the supplied material, at its exclusive discretion, provided
         that it advises the SERVER within, at least, five (5) days in advance,
         as of the material replacement.

3.6.     Insertions will be bound to the use of the price list for advertising
         release, in accordance with Exhibit I.


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<PAGE>

3.7.     The SERVER commits to make the hired spaces monthly available to
         TELESP, pursuant to the terms of this Agreement, equivalent to, at
         least, fifty per cent (50%) of the monthly value mentioned in Clause 2
         above and in Exhibit II.

3.8.     TELESP commits to use, every three (3) months, counted as of this
         Agreement execution date, at least fifty per cent (50%) of the monthly
         value mentioned in Clause 2 above and in Exhibit II. The spaces
         corresponding to the remainder fifty per cent (50%) and possibly unused
         along the three (3) months of compulsory release, must always be used
         in the three (3) subsequent months.

3.9.     The Parties commit to program the form and term of usage of the hired
         spaces, which were occasionally unused, during the Agreement's
         validity, ninety (90) days prior to the Agreement expiration, so that
         the possible programmed spaces, unused until then, are used throughout
         the subsequent quarter of year, even if subsequently to the Agreement
         expiration.

3.10.    The SERVER will make a report of its ad-server available to TELESP,
         herein understood as an inside control tool of the advertising
         campaigns, through an exclusive access password, so that the latter can
         verify the effective use of the advertising hereby hired.

4. LINKS

4.1.     The SERVER shall keep links in its respective PORTALS for direct access
         to the TELEFONICA Portal, accessible through the address
         WWW.TELEFONICA.COM.BR, through the inclusion of banners or any other
         form of advertising active release.

4.2.     The Parties hereby agree that the links mentioned in item 4.1
         hereinbefore will not be able to direct users to the Portals of


                                       9
<PAGE>

         TELESP's companies or to those of its direct or indirect controlling,
         controlled or colligate companies, which are the SERVER's competitors.

5. RESPONSIBILITIES OF THE PARTIES

5.1.     The Parties will appoint its respective, duly qualified,
         representatives for the purposes of this Agreement, who will be
         responsible for the technical information interchange between the
         Parties about the release of the publicity advertisements.

5.2.     TELESP will not be responsible for the services rendered by the SERVER,
         being each one responsible for complying with the legislation in force
         and for responding before consumers, public bodies and third parties.

5.3.     The SERVER bears no responsibility for the services provided by TELESP
         before its consumers, public bodies and third parties. TELESP will be
         solely exclusively responsible for the content of the advertisements to
         be released in the Portal, particularly concerning the compliance with
         the relevant legislation, specially, albeit not exclusively, the
         Consumer Protection Code, the Standard Rules of the Advertising
         Activity-CENP [Executive Council of Standard Rules] and the
         Self-Regulation Publicity Code of CONAR [National Council for
         Advertising Self-Regulation].

5.4.     Pursuant to the terms of the Promotional Plan, bound to the present
         Agreement, the SERVER commits to guarantee its full fidelity with the
         services of Access Infra-Structure to Narrowband Internet Services,
         hired with TELESP, in accordance with the Promotional Plan, and shall
         assure that the integrality of the dialed access connections to the
         Internet in Region III of the GPG finishes in the CLTS [Commuted
         Landline Telephone Service] network or in any other TELESP network.


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<PAGE>

         5.4.1.   The fidelity commitment set forth in the Promotional Plan and
                  ratified in accordance with the terms of item 5.4 above, is
                  conditioned to the attendance, by TELESP, of the requests for
                  Dial Provider Ports and/or the SERVER's E1.

         5.4.2.   In the situations when TELESP states that it will not comply
                  with the requests of the Dial Provider Ports SERVER, the
                  latter shall, by hiring E1, assure that the integrality of the
                  dialed access connections to the Internet in region III of the
                  GPG finishes in the CLTS network or in any other TELESP
                  network.

                  5.4.2.1. In the assumptions of item 5.4.2., in case the SERVER
                           eventually hires E1 outside the conditions set forth
                           in the Promotional Plan, it will not be entitled to
                           any payment, as a result of having entered into this
                           Agreement, regarding those E1s.

         5.4.3.   With no loss to the provisions of item 5.4.2., whenever TELESP
                  fails to meet the service levels ("SLA") set forth in the
                  Agreement for Services Providing and in the Agreement for
                  Supplying Access Infra-Structure for to the Internet Services
                  - Dial Provider, the SERVER will be freed from the fidelity
                  duty established in item 5.4 above, for the localities where
                  the ports, the service level (SLA) of which has not been
                  provided.

6. VALIDITY

6.1.     The present Agreement will remain valid and in force for the term of
         one (1) year, counted as of the execution of the Request for Service,
         date when the advertising release, hereby hired, will start, and can be
         extended until December 31, 2005, through the SERVER's previous express
         wish.



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<PAGE>
         6.1.1.   This Agreement cannot be extended pursuant to the terms of
                  item 6.1 above, in case the SERVER eventually fails to comply
                  with any of this Agreement's conditions or those of the
                  Promotional Plan, or in case the Agreement for Supplying
                  Access Infra-Structure to the Narrowband Internet Services,
                  entered into by virtue of the Promotional Plan (Dial Provider
                  and/or E1) is eventually terminated.

7. TERMINATION

7.1.     The present instrument cannot be terminated in advance by any of the
         Parties, due to unjustified accusation.

7.2.     Any of the Parties can terminate the Agreement in the event of:

         7.2.1.   Bankruptcy of the other Party;

         7.2.2.   Incompliance, by the other Party, with any of the duties set
                  forth in this Agreement, without the due remedy within a (60)
                  sixty-day term, counted as of the notification date to the
                  Violating Party;

         7.2.3.   Incompliance with any provision of the Promotional Plan;

         7.2.4.   Failure in the payment on the part of TELESP, pursuant to the
                  provisions of item 2.6.2.

7.3.     In any assumption of termination of the present Agreement, the
         Agreement for Supplying Access Infra-Structure to the Narrowband
         Internet Services and the Agreement for Improvement of Telephonic
         Traffic, entered into with TELESP by virtue of


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<PAGE>
         the Promotional Plan, are immediately terminated, being the Party which
         has not given reason for termination, the creditor of the termination
         fine set forth in those agreements, and the aforementioned fine will
         have to be paid to the creditor Party within thirty (30) weekdays,
         counted as of those Agreements' termination date.

         7.3.1.   It is hereby set forth that none of the Parties can claim any
                  other indemnification or compensation apart from the penalty
                  set forth in item 7.3 above, including losses and damages,
                  arisen from this instrument advanced termination.

7.4.     In any event of termination of this Agreement, as well as the natural
         expiration of its validity term, the Parties will be committed to
         settle its duties until the termination date.

8. CONFIDENTIALITY

8.1.     Both Parties, by virtue of the access they have had and will have to
         the other Party's privileged or confidential information, reciprocally
         commit, except for the assumptions set forth in 8.2 below:

                  a) not to disclose, either totally or partially, the
                  existence, the object and/or content of this Agreement to any
                  third parties whatsoever, which are not their respective
                  administrators, representatives, employees or consultants,
                  from whom it shall demand, under its exclusive responsibility,
                  equal confidentiality duties;

                  b) not to allow access of third parties to the other Party's
                  confidential information, apart from their administrators,
                  representatives, employees or consultants and to these, just
                  in the extension needed to allow the achievement of this
                  Agreement's object.

                  c) not to use any information, except for the purposes
                  established in the Agreement; and


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                  d) to keep full confidentiality regarding the received
                  information, including rigorously endeavoring to prevent
                  circulation of copies, e-mails, faxes and other forms of
                  private or public communication of such information, besides
                  those which are strictly needed for complying with this
                  Agreement.

8.2.     The Parties state that there will be no violation to the provisions of
         this clause, in the assumptions when:

                  a) the information becomes available to the public in general,
                  through a means that does not result in its disclosure by the
                  Parties or their representatives, controlling, controlled
                  companies or companies that, either directly or indirectly,
                  are subject to the same control that the Party is subject to,
                  which have been authorized in accordance with letter "c"
                  below:

                  b)disclosure is demanded by a governmental authority or
                  competent court order, under the penalty of incompliance being
                  featured or another penalty. In such hypotheses, the content
                  to be disclosed shall be object of all the applicable
                  governmental or judicial protection, being that the Party that
                  is compelled to disclose such information, must promptly
                  notify the other Party, about the disclosure; or

                  (c) the disclosure has been previously authorized, in writing,
                  by the other Party, in writing.

8.3.     The Parties acknowledge that the provided confidential information
         constitute exclusive property of the Party that has supplied such
         information and disclosing such information or the fact of having
         entered into this Agreement does not imply, anyhow, license,
         authorization, assignment, transference, either tacit, express or
         implied, of any copyright, or the right to intellectual property, idea,
         concept, trademark, patent or other ownership right of the Parties.


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<PAGE>
8.4.     For the purposes of this Agreement, it is understood by confidential or
         privileged information each and all information and documents of any
         kind which are delivered to one of the Parties by the other Party, or
         by its consultants, auditors, accountants, attorneys, representatives
         and employees, which relate to the Parties' businesses or to the
         businesses of their respective clients, suppliers and associates,
         including, but not limiting in any way, management data, financial data
         and market strategies. The Parties shall advise those to whom they
         provide access to confidential information of the other Party about the
         secrecy and non-disclosure duty herein agreed upon.

8.5.     The Parties will remain under the obligation of keeping the strictest
         secrecy regarding the confidential or privileged information obtained
         by virtue of the Agreement execution, for a (5) five-year term, counted
         as of its expiration.

8.6.     Violation to the duties established in this Clause 8 or incompliance
         with the confidentiality duties set forth in this instrument, shall
         subject the infracting party to compensate all the losses incurred by
         the Party damaged by such violation, being this duty to indemnify
         exclusively limited to the direct, duly evidenced damages, that such
         damaged Party will eventually undergo by virtue of the incompliance
         with the confidentiality duties herein agreed upon.

9. OTHER CONTRACTUAL CONDITIONS

9.1.     The present Agreement cannot be assigned or in anyhow transferred to
         third parties by any of the Parties, without the prior express consent
         of the other Party.

9.2.     All the deals between the Parties related to the execution of the
         present Agreement shall be made in writing, exception made to possible
         verbal policies arisen due to emergencies, which shall be formalized by
         the Parties, within the maximum term of five (5) days, subsequent to
         the event occurrence.


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<PAGE>
9.3.     Except for an express provision otherwise, all this Agreement's terms
         and conditions will expire, independently of notice or judicial or
         extrajudicial notification.

9.4.     Tolerance to possible infractions of the other Party to the conditions
         set forth in this Agreement will not be considered as case law or
         renewal or yet waiver to the rights that the legislation and the
         Agreement assure to each Party.

9.5      This Agreement binds the Parties and their successors, on any account.

9.6.     None of the Parties will be liable for losses and damages, particularly
         incidental or indirect damages and loss of profit, nor will it
         indemnify commercial failure of the other Party, nor will it be liable
         for claims of third parties or clients arisen from failures occurred in
         the performance of the other Party's responsibility, except for the
         situations of direct damages and in those cases in which deliberate
         action or omission of one Party to damage the other (malice) is
         evidenced.

9.7.     The present Agreement is fully bound and dependent on the terms stated
         in the Promotional Plan, published by TELESP in its site:
         HTTP://WWW.TELEFONICA.COM.BT/SP, on July7, 2003, subsequently
         complemented on July 22, 2003.

9.8.     The Parties agree that, in the event of conflict between the
         Promotional Plan and the present Agreement, the provisions set forth in
         this Agreement will prevail.

10.CONFLICT SOLVING

10.1.    The Parties shall lend their best efforts towards solving, in a
         friendly way, any conflicts that may eventually arise from the
         execution of the present Agreement.


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<PAGE>
10.2.    The conflicts arisen from divergence towards the Statement Report to
         which item 2.4 hereinbefore refers to, will be solved in the following
         way:

         10.2.1.  In case the difference between the minutes stated in the
                  Statement Report delivered by TELESP and the well-founded
                  verification performed by the SERVER is higher than three per
                  cent (3%), the SERVER will be allowed, at its expenses, to
                  audit the verification process used by TELESP.

                  10.2.1.1.  For the purposes of the auditing established in
                             item 10.2.1 above, the SERVER shall appoint
                             independent auditors, chosen among the four major
                             auditing firms in the market, to perform such
                             auditing.

                  10.2.1.2.  Within thirty (30) days, counted as of the
                             auditors' appointment by the SERVER, TELESP shall
                             allow the onset of the auditing process, by
                             complying with the necessary conditions required
                             for the auditing process.

                  10.2.1.3.  Having the auditing been concluded, the verified
                             amount will be compared to the amount invoiced by
                             the SERVER and paid by TELESP and, there being any
                             difference, it will be inserted in the subsequent
                             month invoicing.

11. VENUE

10.12.   It is hereby elected the Central Court of the County of Sao Paulo - SP,
         which will have jurisdiction to settle any conflicts that may arise
         from this Agreement execution, with the exclusion of any other,
         privileged as it may be.


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<PAGE>

Sao Paulo, July 22, 2003.

/s/ FABIO SILVESTRE MICHELI                  /s/ STAEL PRATA SILVA FILHO
---------------------------------            ----------------------------------
FABIO SILVESTRE MICHELI                      STAEL PRATA SILVA FILHO
VICE-PRESIDENT                               EXECUTIVE VICE-PRESIDENT
COMMERCIAL -RESIDENTIAL                      OF STRATEGIC PLANNING

                   TELECOMUNICACOES DE SAO PAULO- S.A. -TELESP



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                                    EXHIBIT 1

                              ADVERTISEMENT FORMAT


1.       TELESP will make preferentially available two (2) advertising formats
         for the release in the Portals, to which the conversion rules based on
         the CPT [Cost Per Thousand] will be applied. In case there is
         availability and interests of the Parties, TELESP will use
         differentiated formats and models, but this has to be duly and
         previously agreed upon between the Parties.

         1.1.     CPT means the cost per one thousand impressions released by
                  the Portal

         1.2.     The preferential formats are:

                  1.2.1.   Full Banner: 468 pixels up to 12Kbytes.

                  1.2.2.   Pop Up: 230 x 220 pixels up to 12 Kbytes.

         1.3.     TELESP will pay the amounts stated in the Chart below per
                  achieved CPT, in accordance with each SERVER's profile.

                  1.3.1.   Profile Premium: SERVERS which present in their
                           Portals more than four hundred and fifty thousand and
                           one( 450,001) single visitors per month;

                  1.3.2.   Profile Specific : SERVERS which present in their
                           Portals public segmentation of over 70% of their
                           bases. Segmentation means the homogeneous profiles of
                           public with merchandizing relevance (financial
                           institutions, specific associations, professional,
                           class and religious entities).

<PAGE>

                  1.3.3.   Profile Standard: SERVERS with more than ten thousand
                           and one (10,001) and fewer than four hundred and
                           fifty thousand and one (450,001) single visitors per
                           month.

                  1.3.4.   Profile Light: SERVERS with fewer than ten thousand
                           (10,000) single visitors per month and/or whose
                           volume of monthly impressions is not sufficient for
                           the coverage of the payments effected by TELESP. In
                           this case, TELESP will use specific formats to be
                           uninterruptedly released in its home page, throughout
                           the validity of the Agreement.

                                      CHART
       ---------------------------------------------------------------------
                                 CHART- AMOUNTS
       ---------------------------------------------------------------------

       ---------------------------------------------------------------------
                  PROFILE             FORMAT               PRICES
       ---------------------------------------------------------------------
                                    Full Banner           R$ 20,00

                  Premium             Pop Up              R$ 15,00
       ---------------------------------------------------------------------
                                    Full Banner           R$ 25,00

                 Specifics            Pop Up              R$ 20,00
       ---------------------------------------------------------------------
                                    Full Banner           R$ 10,00

                 Standard             Pop Up               R$ 8,00
       ---------------------------------------------------------------------



<PAGE>


                                   EXHIBIT II
                          PRICE AND PAYMENT CONDITIONS

1.       TELESP will pay the SERVER for the advertising space made available,
         pursuant to the terms of this Agreement, a monthly amount of
         twenty-seven REAIS and eighty CENTAVOS (R$ 27,80) per each Dial
         Provider port with occupation of fourteen thousand (14,000) minutes per
         month and/or the amount of six hundred and sixty-six REAIS and ninety
         CENTAVOS (R$ 666,90) per each E1 with occupation of three hundred and
         thirty thousand (330,000) minutes per month.

         1.1.     For the purposes if item 1 above, it is hereby agreed by the
                  Parties that each Dial Provider Port corresponds to the
                  audience of ten (10) users and that each E1 corresponds to the
                  audience of three hundred (300) users, independently of
                  variation.

         1.2.     It is understood by users, each and every subscriber or
                  visiting user to the SERVER's Portal.

2.       The occupation of the Ports will be measured in accordance with the
         provisions set forth in the Agreements for Access Infra-Structure to
         the Narrowband Internet Services, entered into by virtue of the
         Promotional Plan.


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