Agreement Of Availability Of Advertising Space

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 --------------------------------------------------------------------------------


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.



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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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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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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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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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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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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 ...