First Addendum To Commercial Cooperation Agreement

Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act.


FIRST ADDENDUM TO THE AGREEMENT OF COMMERCIAL
COOPERATION


Through the present private instrument


(a) MCDONALD'S COMERCIO DE ALIMENTOS LTDA., a corporation with its
main place of business in the town of Barueri, State of Sao
Paulo, at Alameda Amazonas n(0) 253, enrolled in the National
Registry of Legal Entities under n(0) 42.591.651/0001-43, in
this act represented pursuant to its Articles of Association,
by its Director-President, Mr. Sergio Daniel Alonso, holder of
Identity Card RG. n(0) 16322692N, enrolled in the National
Taxpayers' Registry under n(0) 230.933.518-55, resident and
domiciled in the town of Barueri, State of Sao Paulo, at
Alameda Amazonas, n(0) 253, hereinafter simply called
"MCDONALD'S", and on the other side,


(b) AOL BRASIL LTDA., a corporation with its main place of
business in the town of Santo Andre, at Avenida Industrial,
n(0) 600, Centro Empresarial ABC Plaza, 2(0) andar, enrolled
in the National Registry of Legal Entities under n(0)
03.032.579/0001-62, in this act represented pursuant to its
Articles of Association, by its Director-President, Mr. Milton
da Rocha Camargo, Brazilian, married, engineer, holder of
Identity Card RG. n(0) 3.972.823 -RJ, enrolled in the National
Taxpayers' Registry under n(0) 639.663.107-59, domiciled in
this Capital of the State of Sao Paulo-SP- at Avenida Marginal
do Rio Pinheiros, n(0) 5200, Edificio Philadelphia, 2(0)
andar, hereinafter simply called "AOL"; and


WHEREAS the parties, on January 9, 2003, entered into a "Commercial Cooperation Agreement", for the purpose of implementing a project of digital inclusion, of MCDONALD'S initiative, through which several products and services will be offered to its clients (hereinafter simply called "AGREEMENT");


WHEREAS the parties intend to change some of the AGREEMENT'S provisions, due to the need to make several adjustments in the operational part of the PROJECT, which imposes some changes in the commercial agreement;


RESOLVED, the parties decide to make an addendum to the AGREEMENT, pursuant to the following clauses and conditions:


I-CHANGES DUE TO MODIFICATIONS MADE TO THE AOL SERVICE


1.1. The parties decide to replace the tool PARENTAL CONTROL, making available in its place the tool NET NANNY, licensed to AOL. Thus, the definition "PARENTAL


CONTROL" will be excluded from the AGREEMENT, and replaced with the following definition:


"NET NANNY: tool made available by AOL, to be used by MCDONALD'S, through which MCDONALD'S will be able to select and/or block access to sites or to any other content it considers improper and/or inadequate to be accessed in its TERMINALS";


1.2. Bearing in mind that the distribution of the CD-ROM for registration of new AOL accounts will no longer be necessary, clauses 2.5 and 4.11(iii) of the AGREEMENT shall hereupon state as follows:


"2.5. - The parties shall make joint efforts towards gaining new
subscribers for AOL pursuant to the terms rules of this agreement,
including, but not limited to, demonstrations of the AOL SERVICE, the
registering of new AOL accounts by the MCHOSTESSES in the TERMINALS,
all of which is to be performed in the SPACES."


"4.11.(III) - To make available, at its own expense, explanatory
material comprising the necessary basic information for the
configuration of AOL SERVICE access, as needed for the exclusive
distribution to the clients who register new accounts in the
RESTAURANTS. Such leaflets shall be requested by MCDONALD'S in
advance, until the 10th (tenth) of each month, and will be delivered
until the 25th (twenty-fifth) of the same month in a single
distribution center indicated by MCDONALD'S."


1.3. Taking into account the creation of the AOL SERVICE'S new price plans, the Unlimited Special Plan and the Limited Special Plan are excluded from the AGREEMENT, and Clauses 3.6. and 3.6.1 of the AGREEMENT shall hereupon have the meaning mentioned hereinafter, and Clauses 3.6.2 and 3.6.2.1 shall be excluded, as well (with the automatic correction of other and possible remissions).


"3.6. AOL, during the TERM of the agreement, shall offer MCDONALD'S
clients, who have registered through PROMOCODES, discounts on the
monthly fee for its price plans, as set forth on pursuant to the table
below:


AOLPRICE DISCOUNT AOL PRICE /MC PRESENT DESCRIPTION
-------- -------- ------------- -------------------
AOL TOTAL

R$ 34,90 8,45% R$ 31,95 AOL Total plan unlimited with technical support
R$ 29,90 8,45% R$ 27,37 AOL Total plan unlimited without technical support


AOL EXECUTIVE


R$ 24,90 4,02% R$ 23,90 AOL Executive plan unlimited with technical
support


R$ 19,90 5,02% R$ 18,90 AOL Executive plan unlimited without technical
support


AOL YOUTH


R$ 24,90 4,02% R$ 23,90 AOL Youth plan to youth unlimited with technical
support


2

R$ 19,90 5,02% R$ 18,90 AOL Youth plan to youth unlimited without
technical support


AOL LITE


R$ 19,90 5,02% R$ 18,90 AOL Lite unlimited with technical support


R$ 14,90 6,72% R$ 13,90 AOL Lite unlimited without technical support


3.6.1. It is hereby agreed upon that AOL, at its own discretion, and
responsibility, will be able to adjust its prices, discontinue or
change any of the products mentioned above, but, the discount for AOL
TOTAL or a new possible "premium" product shall be at least the
percentage set forth in the above chart. If the other price plans
and/or products are offered, the parties will discuss in good faith the
possibility of offering discounts. Limited hour plans and AOL MAXX
(broadband) will be offered to customers at market prices.


1.4. Likewise, Clause 3.6.3. of the AGREEMENT shall hereupon have the following meaning:


"3.6.3. - The trial period, hereinafter simply called TRIAL for the
plans established in 3.6, except for AOL MAXX (broadband), shall be one
(1) month, beginning with the subscriber's registration to the AOL
SERVICE, however (i) it may be decreased only if AOL establishes the
same for its standard offers in the market, or (ii) it may be
increased, at AOL'S discretion, up to two (2) months. As for AOL
MAXX (broadband), there shall be no trial period, being assured that,
in case this is occasionally offered to its clients, AOL shall also
offer such benefit to the PROJECT".


1.5 Likewise, Clause 3.6.4. of the AGREEMENT shall hereupon have the following meaning:


"3.6.4. For purposes of this agreement, it is hereby agreed upon that
MCDONALD'S accepts and will guarantee that AOL TOTAL IS the
standard offer plan, hereinafter simply called "default" for the offer
of AOL SERVICE by the MCHOSTESSES in the TERMINALS. Other plans will
only be offered after the offer of AOL TOTAL has been rejected by the
subscriber or for retention by AOL customer service".


1.6. Taking into account the changes caused by blockage of content considered improper by MCDONALD'S, Clause 4.1 (iv) of the AGREEMENT, shall hereupon have the following meaning:


"(IV) - To make itself expressly liable for any content hosted in AOL
servers. For navigation purposes out of AOL servers ("world wide web"),
AOL shall always make available to MCDONALD'S all the security
tools it makes use of, aiming at offering MCDONALD'S the
possibility of blocking the content it considers either improper or
inadequate, being AOL, regarding this last assumption, exempt from
liability for such contents, the same happening in case the subscriber
manages to access such content through other means. MCDONALD'S
acknowledges that,


3


presently, the available tool for the aforementioned blockage is NET
NANNY, the license of which shall be contracted for and paid by AOL,
and that the blockage will depend on the options and configurations
made by MCDONALD'S, at its own discretion, when using such tool.
Thus, MCDONALD'S is exclusive liaBLE for making use of NET NANNY to
block content tha ...