Contax Holding 6K/A Management Proposal

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 OF THESECURITIES
EXCHANGE ACT OF 1934

For the month of June, 2011

Commission

File Number 000-5149

CONTAX PARTICIPAÇÕES S.A.

(Exact name of Registrant as specified in its Charter)

Contax Holding Company

(Translation of Registrant's name in English)

Rua do Passeio, 56 – 16th floor
Rio de Janeiro, RJ
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.

Form 20-Fþ Form 40-Fo

Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.

Yeso Noþ

CONTAX PARTICIPAÇÕES S.A.

CorporateTaxpayer’sID (CNPJ): 04.032.433/0001-80

Company Registry (NIRE): 33300275410

Publicly Held Company

MANAGEMENT PROPOSAL

Shareholders:

In compliance with the provisions of Ruling No. 481 of the Securities Commission of December 17, 2009 ("ICVM 481" ), we submit the following management proposal of CONTAX PARTICIPAÇÕES S.A. ("Company" or "Contax Participações") ("Proposal") with respect to matters to be decided at the Company's Special Shareholders Meeting to be held on July 1,

2011 at 10:00 am ("AGE").

Atthe AGE the following items shall be decided:

(i)Review, discussion and resolution on the Protocol and Justification for Merger of Mobitel S.A.("Mobitel") Shares into the Company and other documents relating to that merger of shares, by which Mobitel will become a wholly owned subsidiary of the Company;

(ii)Ratification of the appointment and contracting of specialized companies responsible for preparing (i) thevaluation report on the equity value of Mobitelshares; and (ii) theeconomic valuation report of the Company's and Mobitel's shares;

(iii)Approval of the respective valuation reports;

(iv)Resolution onthe proposed mergerof Mobitel's shares into the Company with consequent increase of the Company's capital by issuing new common and preferred shares;

(v)Approval of amendment to the By-laws of the Company due to the increase of its capital;

(vi)Replacement of the Board of Directors, to complete their term of office.

A. INFORMATION ABOUT THE CAPITAL INCREASE (IN ACCORDANCE WITH

EXHIBIT 14 OF ICVM RULING 481).

1. Amount of increase and newcapital:

Due to the merger of shares of Mobitel into Contax Participações ("Merger of Shares"), the Company's capital will increase from thirty-four million, four hundred andfifty-five thousand, eight hundred and forty Reais and fifty-six centavos (R$

34,455,840.56)to two hundred and fifty-eight million, three hundredand twenty-eight thousand,nine hundred and fifty-six Reais and sixty-six cents (R$ 258,328,956.66) andone hundred forty-three million, seven hundred and sixty thousand, onehundred andnineteen Reais and twelve centavos (R$ 143,760,119.12) will be allocatedto the capital reserve ofContax Participações.

2. Sourceof the capital increase, from the following options: a) conversion of debentures intoshares; b) the exercise of subscription rightsor subscriptionwarrants; c) capitalization of profits or reserves; or d) subscription of new shares:

TheCompany's capital increase will bemade by thesubscription of new common and preferredshares of theCompany, due to the Merger of Shares, which willbe inserted into the corporate restructuring described insection 3 below.

3. Reasons for the increase and theireconomicand legal consequences:

OnJanuary 25, 2011, an Agreement for Merger of Mobitel Shares into Contax Participações("Merger of Shares Agreement"), which provides, under certain conditions for the Merger of Shares, through which Mobitel becomes a wholly owned subsidiary ofContax Participações("Restructuring"), allpursuant to the Notice of Material Event of Contax Participações released on January 25, 2011 ("Notice of Material Event").

TheAGE will have as part of the resolution onthe Merger of Shares, and as a result of thetransfer ofthe shares of Mobitelto theCompany, the Company's current share capital of two hundred twenty-threemillion,eight hundred and seventy and three thousandone hundred and sixteen Reais and ten centavos (R$ 223,873,116.10) shall beincreased to two hundred and fifty-eight million, three hundred and twenty-eight thousand,nine hundred fifty-six Reais and sixty-six centavos (R$ 258,328,956.66), withthis being anincrease of thirty-fourmillion, four hundred andfifty-five thousand, eighthundred andforty Reais and fifty-six centavos (R$34,455,840.56), according to the valuation reportof Mobitel shares preparedspecificallyforthe Merger ofShares.

TheCompany's shares to be issued as a result of the Merger of Shares will be paid-in with

Mobitelissued shares.

4. Copy ofthe opinion of the Fiscal Council:

Theopinion of the Company's Fiscal Council is in the minutes of the Fiscal Council

Meeting held on June 14, 2011, attached tothisProposal (Exhibit I).

5. In case ofcapitalincreasesthrough subscription of shares:

a) Use of proceeds:

Theshares to be issued by the Company will be paid-in by thetransfer of all shares representing thecapital ofMobitel andacquired by the Company, pursuant to the Merger ofShares transaction described insection 3 above.

b) Number ofissued shares ofeach type and class:

Onemillion, eight hundred and seventy-sixthousand, nine hundred and eighty-two (1,876,982) new common shares and three million, thirty-eightthousand, four hundred and ninety-nine (3,038,499) new preferred shares of the Company will be issued, all registered andwith no parvalue.

c) Rights, benefits and restrictions attaching to shares to beissued:

Theshares to be issued by the Company in accordance with item 5 (b) above shall conferrights equal to those conferred by other shares of the respective type currently in existence, including participation in the profits that may be declared by the Company from the dateon which theMerger of Sharesis approved.

d) Information on the form of subscription (public or private):

Thesubscription shall be private asa result of the Merger of Shares transaction described initem 3 above.

e) In the case of private subscription, inform if the related parties as defined byaccounting rules that address this topic,will subscribe shares in the capital increase,specifying therespective amounts, when those amounts arealreadyknown:

As a result of the Merger of Shares, Mobitel will subscribe on behalf of its shareholders theentire capital increase, pursuant to the share exchange ratio defined in theMerger of Shares Subscription Protocoland Justification. Portugal Telecom Brasil S.A.,which is a shareholder of Mobitel and will receive shares of the Company in the Merger of Shares, is ashareholder of CTX Participações S.A., which, in turn, holds a controllingstake in theCompany.

f) Information on the issue price of new shares or the reasons by which its establishment shall be delegatedto theboard of directors in the cases of public distribution:

Theissue price of shares issued in the Merger of Sharesshall be thirty-six Reais and fraction (R$36.2561) per share and represents the equity value of Mobitel's shareson December 31, 2010, incorporated to theCompany's assets, divided by the number of shares to beissued, accordingto the exchange ratio applicable to theMerger of Shares.

g) Par value of shares issued or in the case of no par value shares, the portion ofthe issueprice thatwill be allocated to capital reserve:

Theshares have no par value.The book value of Mobitel's shares, thirty-fourmillion, four hundred andfifty-five thousand, eight hundred and fortyReais and fifty-six centavos (R$34,455,840.56) shall beallocated tothe Company's capital, and one hundredand forty-threemillion, seven hundred andsixty thousand, one hundredand nineteenReais and twelve centavos (R$ 143,760,119,12) shall be allocated tothe Company's capital reserve.

h) Management's opinion on theeffects of thecapital increase, especially with regard to the dilution caused by the increase:

Thecapital increase will occur solely as a result of the Merger of Shares. The Company's management intends that theMerger of Shareswill produce the following effects: strengthen Mobitel’s andthe Company’s performance in its mainmarkets, integration of complementary expertise of bothcompanies; reduction of administrative costs, bringing benefits to administrative, economic and financial benefits, by reducing combined operating expenses, as the Company and Mobitel willbelong to the same economic group. In addition, the Company's management believes that the Mergerof Shareswill enable thecreation of valuethrough theexchange of bestmanagement practices, resulting inimprovements in productivity and profitability of the Company and Mobitel.

Thepercentages indicative of thedilution resulting from theCapital Increase are described inItem 5 (n)below.

i) The criteria for calculating the issue price and justification of the economic aspects thatdetermineits choice:

Inthe case of capital increase asa result of the Merger of Shares, the share issue price was determined by means of division of the equity value of Mobitel's shares on December 31,

2010, merged into the assets of Contax Participações by the amount of shares to be issued.

j) Ifthe issue price has been fixed at a premium or discount in relation to market value, the reason for this premiumor discount:

There wasno premium or discountin the issue of shares.

k) Copy of all reports andstudiesthat supported the pricing issue:

Attachedto this Proposal are the following reports used in the Merger of Shares described initem 3 above:

(i) Valuation report of Mobitel's shares at book value based on its audited financialstatements reported on December 31, 2010, prepared by Apsis Consultoria eAvaliações Ltda. ("Valuation Report of Mobitel's Net Book Value"), pursuant to Art. 8 ofLaw No. 6404/76;and

(ii) Valuation Report of ContaxParticipações based on thefuture profitabilitymethodology based on aretrospective analysis, projected scenarios and discounted cash flows on December 31, 2010 ("Exchange RatioValuation Report") prepared by Banco BTG Pactual S.A. forthe purpose of supporting thefixing of the exchange ratio of shares issued by Mobitel for Company shares.

l) Priceof each type and class of the company's shares in the markets on which they aretraded:

l.1)Common Shares

i) Low, average andhigh price for each year for the last three (3) years:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
2008	6.43	13.53	19.00
2009	9.50	16.44	26.87
2010	24.00	30.15	34.50

ii) Low, average andhigh price for eachquarter for thelast two (2)years:

PERIOD	LOWPRICE (R$)	AVERAGE PRICE (R$)	HIGHPRICE (R$)
1Q09	9.50	11.45	12.20
2Q09	11.43	13.00	14.50
3Q09	14.00	18.07	22.00
4Q09	20.00	23.27	26.87
1Q10	26.93	28.96	31.70
2Q10	24.00	28.75	32.00
3Q10	28.17	30.77	32.77
4Q10	30.35	31.91	34.50

iii) Low, average andhigh price ofeach month inthelast six (6)months:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
12/2010	30.35	31.61	34.50
01/2011	29.00	30.61	32.00
02/2011	27.35	29.27	30.49
03/2011	24.30	25.53	28.30
04/2011	24.80	26.94	28.50
05/2011	23.55	25.97	27.49

iv) Average price forthelast ninety (90) days:

PERIOD	AVERAGEPRICE (R$)
Last 90 days	25.78

l.2)Preferred Shares

(a)Low, average andhigh price for each year for the last three (3) years:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
2008	5.95	10.44	13.00
2009	9.53	15.41	25.00
2010	20.00	25.59	32.70

(b)Low, average andhigh price for eachquarter for thelast two (2)years:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
1Q09	9.53	10.55	11.50
2Q09	10.63	12.21	13.89
3Q09	13.56	17.41	20.35
4Q09	18.87	21.48	25.00
1Q10	23.79	24.99	26.11
2Q10	20.00	22.21	24.94
3Q10	21.43	24.71	28.00
4Q10	27.60	30.20	32.70

(c)Low, average andhigh price ofeach month inthelast six (6)months:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
12/2010	30.10	31.22	32.29
01/2011	29.00	30.49	31.98
02/2011	27.85	29.09	30.30
03/2011	24.10	25.30	27.35
04/2011	23.50	25.57	26.94
05/2011	22.65	24.10	25.49

(d)Average price forthelast ninety (90) days:

PERIOD	AVERAGEPRICE (R$)
Last 90 days	24.50

m) Issue price of sharesin capital increasesmade in the last three (3)years:

Not applicable.

n) Percentage of potential dilution resulting from the issuance:

The percentage ofdilution resultingfrom the issuanceis 8.22%.

o) Terms, conditions andform of subscription and pay-in ofshares issued:

The Company's new shares issued as a result of the Merger of Shares will be subscribed at the AGE and paid-in under the Merger of Shareson thesamedate, pursuant to the transaction described in item3 above.

p) Information about the existence of preemptive rights by the shareholders to subscribenew shares issued:

Pursuantto paragraph1 of article 252 of Law6404/76, the shareholders will have preemptive rights tosubscribenew shares under theMerger ofShares.

q) Management's proposalto treatany remainder:

Therewill be no remainder as the capital increase will result from the merger of Mobitel’sshares asdescribed initem 3 above.

r) Description of procedures to be adopted if there is partial approval of the capital increase:

Not applicable.

s) Iftheissueprice ofshares iswholly or partlymadein assets:

(i) A full description ofthe assets:

TheCompany's new shares will be paid-in throughacquisition by theCompany of common shares,registered and withno par value issued by Mobitel.

(ii) Relationshipbetween the goods merged to the assets of the Company and its corporatepurpose:

Theassets transferred to theCompany's assets are shares issued by Mobitel, whose field of activity is similar to that provided for in theCompany's purpose.

t) A copy of the asset valuation report:

Forinformation on thevaluation reports of Mobitel's net equity value, pleaserefer to item 5 (k)above.

The Valuation Report of the Net Book Value of Mobitel, which contains the valuation of assetsto bemerged to the Company's assets is available for consultation by the Company's shareholders on thewebsites of CVM (www.cvm.gov.br), BM&FBOVESPA(www.bovespa.com.br) and of theCompany (www.contax.com.br/ri).

Itis clarified that items 6 and 7 ofExhibit 14 to CVM Ruling 481 are not applicable to thiscase.

B. INFORMATION ABOUT VALUATION RIGHTS (IN ACCORDANCE WITH EXHIBIT

20OF CVM RULING 481).

1. Description of event that will give rise to the valuation rights and the legal basis:

TheMerger of Mobitel’s Shares into Contax Participações, described in Section3 of Chapter"A" above,will givedissenting shareholders at the Company's AGE theright towithdraw from theCompany, upon repayment of the value of their shares in accordance with Article 137 and Article 252, paragraph 1 of Law6404/76.

2. Shares and classeswhich aresubject tothe valuation rights:

Thevaluation rights will apply to holders of common and preferred shares of the dissentingShareholders of the Company.

3. Dateof the first publication of the shareholders meeting call notice and the dateof communicating the Notice of Material Events relating to the resolution thatwill give rise tothe right ofwithdrawal:

OnJune 16, 2011, the first publication of the AGE's call notice shall occur to resolve on theMerger ofShares.

OnJanuary 25, 2011, the Company's Notice of Material Eventwas released which announcedthe Merger of Shares, which is why this will be considered the Notice of Material Event that gave rise to the valuation rights pursuant to Art. 137, paragraph 1 ofLaw 6404/76.

4. The deadline for exercising the valuation rights and the date to be considered forpurposes of determining the shareholders who may exercise the valuationrights:

Thedeadline for the exercise of valuation rights will be 30 days from the publication ofthe AGE'sminutes, pursuant to article 137, IVofLaw No. 6404/76.

Thedissident shareholders at the AGE who verifiably hold common and preferred shares issued by the Company, uninterruptedly, since the publication date of the Noticeof Material Event, which gave notice of the Merger of Shares to the market, therefore,on January 25, 2011,having computed thestock exchange trading transactions ofthat date, inclusive, until the effective exercise of valuation rights.

5. Amountof reimbursement or, if it is not possible to determine it previously, a management estimate of thisamount:

Therepayment amount to be paid to the Company’s dissenting shareholders will be sevenReais andfraction (R$7.0097) per share, subject tosuch shareholder requesting thereporting of aspecial balancesheet for purposes of calculating the reimbursement amount, as provided in Article 45, paragraph 2, of LawNo.6.404/76.

6. Form ofcalculating thereimbursement amount:

TheCompany's dissident shareholders shall have the right to repayment of the equity value oftheir shares based on the Company's Financial Statements reported on December 31, 2010 andreleased on March 2, 2011.

7. Will the shareholders be entitled to request a special balance sheet?

Dissenting shareholders may request reporting of a special balance sheet for purposes of calculating the amount of the repayment, as provided in Article 45, paragraph 2 of Law

6404/76.

8. List of experts or specialized companies recommended by management:

Notapplicable inview that the repayment amount will be calculated according to the equity valueof the Company’s shares on December 31, 2010.

9. In the event of Merger of Shares:

a) Calculation of the share exchange ratio based on the net equity value at market pricesor other criteria accepted by the Brazilian Securities Commission (CVM):

Theprovisions ofArt. 264 of Law No. 6404/76 do not apply to the Merger of Shares, so that theexchange ratios were not calculated according to the net asset criteria at market prices.

b) Are the share exchange ratios established in the transaction protocol less advantageous than those calculated under item 9.a above?

Notapplicable.

c) The reimbursement amount calculated based on the net equity value at market pricesor other criteria accepted by the Brazilian Securities Commission (CVM):

Notapplicable.

10. Equity value of each share ascertained according to the last approved balance sheet:

According to the Company's Financial Statements reported on December 31, 2010 and released on March 2, 2011, the equity value per share of the Company is seven Reais and fraction (R$ 7.0097).

11. Quote ofeach class or kind of shares which aresubject to valuation in the markets in which they are traded, as follows: a) Low, average and high price of each year for the last three (3) years, b) Low, average and high price of each quarter for the last two (2) years: c) Low,average and maximum price of each month in the last six (6) months:d) Averageprice forthe last ninety (90) days:

11.1 - Common Shares

(a)Low, average andhigh price for each year for the last three (3) years:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
2008	6.43	13.53	19.00
2009	9.50	16.44	26.87
2010	24.00	30.15	34.50

(b)Low, average andhigh price for eachquarter for thelast two (2)years:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
1Q09	9.50	11.45	12.20

2Q09	11.43	13.00	14.50
3Q09	14.00	18.07	22.00
4Q09	20.00	23.27	26.87
1Q10	26.93	28.96	31.70
2Q10	24.00	28.75	32.00
3Q10	28.17	30.77	32.77
4Q10	30.35	31.91	34.50

(c)Low, average andhigh price ofeach month inthelast six (6)months:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
12/2010	30.35	31.61	34.50
01/2011	29.00	30.61	32.00
02/2011	27.35	29.27	30.49
03/2011	24.30	25.53	28.30
04/2011	24.80	26.94	28.50
05/2011	23.55	25.97	27.49

(d)Average price forthelast ninety (90) days:

PERIOD	AVERAGEPRICE (R$)
Last 90 days	25.78

11.2-Preferred Shares

(a)Low, averageandhigh price for each year for the last three (3) years:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
2008	5.95	10.44	13.00
2009	9.53	15.41	25.00
2010	20.00	25.59	32.70

(b)Low, average andhigh price for eachquarter for thelast two (2)years:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
1Q09	9.53	10.55	11.50
2Q09	10.63	12.21	13.89
3Q09	13.56	17.41	20.35
4Q09	18.87	21.48	25.00
1Q10	23.79	24.99	26.11
2Q10	20.00	22.21	24.94
3Q10	21.43	24.71	28.00
4Q10	27.60	30.20	32.70

(c)Low, average andhigh price ofeach month inthelast six (6)months:

PERIOD	LOWPRICE (R$)	AVERAGEPRICE (R$)	HIGHPRICE (R$)
12/2010	30.10	31.22	32.29
01/2011	29.00	30.49	31.98
02/2011	27.85	29.09	30.30
03/2011	24.10	25.30	27.35
04/2011	23.50	25.57	26.94
05/2011	22.65	24.10	25.49

(d)Average price forthelast ninety (90) days:

PERIOD	AVERAGEPRICE (R$)
Last 90 days	24.50

C. INFORMATION ABOUT THE EVALUATORS (IN ACCORDANCE WITH EXHIBIT 21 OFCVM RULING 481).

1. Evaluator recommended by management:

Forpreparation of the valuations of Mobitel and Contax Participações for the purposes of the Company's Restructuring and the Merger of Mobitel’s Shares into the Company, the following specialized companies were chosen ad referendum at the Shareholders Meetings:

(i) APSIS Consultoria e Avaliações Ltda. to value Mobitel's net book equity value based onits audited financial statements reported on December 31, 2010, based on its audited financialstatements contained in Exhibit II to this proposal; and

(ii) Banco BTG Pactual S.A. to conduct the valuation of both Mobitel and Contax by the futureprofitability methodology based on a retrospective analysis, projected scenarios and discounted cash flows on December 31, 2010, pursuant to the criteria and assumptions listed inExhibit III to this proposal.

2. Description of the qualifications of the recommended evaluator:

Theevaluators have recognized experiencein valuation of companies, as can be seen based onthe history of work conducted on their websites (www.apsis.com.br) and(www.btgpactual.com.br).

3. Copy of the work proposal and remuneration of the recommended evaluator:

Thework proposal and remuneration of therecommended evaluators are in Exhibit IV to this proposal. A copy of the work proposals and remuneration of the evaluators for preparation ofthe reports mentioned above was also made available to shareholders ofContax Participações, throughthe IPE System, which can be accessed through the websites of CVM(www.cvm.gov.br), BM&F (www.bovespa.com.br) and the Company (www.contax.com.br/ri).

4. Description of any material relationship existing in the last three (3) years between the recommended evaluator and the parties related to the company, as defined by the accounting rules that deal with this subject:

Apsiswas the company hired by Contax Participações to prepare the valuation reports for thepurposes of Art. 256 of Law 6404/76, (i) Ability Comunicação Integrada Ltda., at the time ofits acquisition bythe Company, approved on September 19, 2010, at the Company's shareholders meeting; and (ii) of the companiesStratton Spain S.L., Allus Spain S.L., Stratton ArgentinaS.A., Stratton Peru S.A. and Multienlace S.A. ("Allus Group"), upon acquisition of theAllus Group by the Company's subsidiaries, Contax S.A. and Contax Colombia S.A.S., approved on April 25, 2011, by the Company's shareholders meeting.

D. INFORMATION ON THE STATUTORY CHANGE(IN ACCORDANCE WITH ARTICLE 11 OFICVM 481).

1.Copy of the by-laws containing the proposed amendments highlighted:

Copy of the by-laws containing the proposed amendments highlighted in Exhibit V to thisproposal.

2.Report detailing the source and justification ofthe proposed amendments and analyzing their legal and economic effects:

Itis a proposed amendment ofthe main provision of Article 5 of the Company's By- lawsto contemplate theincrease of its capital by thirty-four million, four hundred and fifty- fivethousand, eight hundred and forty Reais and fifty-six centavos (R$ 34,455,840.56) with issuance of one million, eight hundred and seventy-six thousand, nine hundred and eighty- two(1,876,982) newcommon shares and three million, thirty-eight thousand, four hundred andninety-nine preferred shares issued by the Company, resulting from the Merger of Sharesof Mobitel S.A. into the Company to be approved at the Company'sSpecial Shareholders Meeting called for the day of July 1, 2011. Because of the proposed amendment, themain provision of article 5 of the Company's By-Laws shall henceforthbe worded as follows:

"Article 5 - The capital is two hundred and fifty-eight million, three hundred andtwenty-eight thousand, nine hundred and fifty-six Reais and sixty-six centavos (R$ 258,328,956.66), divided into 64,686,081, with 24,966,582 as common shares and 39,719,499 as preferred shares, all book-entry, registered and with no par value."

E. INFORMATION ON THE ELECTION OF MANAGERS (IN ACCORDANCE WITH ARTICLE 10 OF ICVM 481).

1. Information specified in items 12.6 to 12.10 of the reference form, in respect to the candidates nominated or supported by managementof the controlling shareholders.

12.6 Inrespect to each one of the managers and members of the issuer's Fiscal Council, statein table form:

a. Name; b. Age; c. Profession; d. Individual Taxpayer ID (CPF) or passport number; e.

Electedoffice held; f. Election Date; g. InvestitureDate; h. Term of office; i. Other positions orfunctions exercised at the issuer; j.Indication if elected bythe controller or not.

Board of Directors - Effective:

Name:

Born on

Profession/Educat

ion

Individual

Taxpayer ID (CPF):

Investiture

Date

Termof office

Other

Positions

Elected by the Controlling Shareholder

Ricardo Antônio

MelloCastanheira

July6,1955

Civil engineer

130.218.186-68

July1,2011

Shareholders

Meeting 2012

No.

Yes.

Board of Directors - Alternates:

Name:

Born on

Profession/Education

Individual

Taxpayer ID (CPF):

Investiture

Date

Term of

Office

Other

Positions

Elected by the Controlling Shareholder

CarlosFernando

HortaBretas

May7,

1959

Civil Engineer

463.006.866-04

July1,2011

Shareholders

Meeting 2012

No.

Yes.

12.7 Provide the information mentioned in item 12.6 in respect of members of statutory committees and Fiscal Councils, risk, and financial compensation, even if such committees are not statutory or structures are not statutory:

Notapplicable.

12.9 In respect to each one of the managers and members of the Fiscal Council, provide:

a. Curriculum Vitae, containing the following information: i. Main professionalexperience overthe past 5 years, including: Company Name, Position and functions of the office, the company's mainactivity in which this experience occurred, highlighting the companiesor organizations that comprise (i) the economic group of the issuer, or (ii) shareholders with direct orindirect holdings of less than5% of the same class orkind of securities of the issuer; ii. Indication of all management positions they hold or have held incompanies.

Boardof Directors (Effective):

Ricardo Antônio Mello Castanheira

Born June 6, 1955, graduated in Civil Engineering from Universidade Federalde Minas Gerais in1980, completed graduate studies in Financial Management at UNA in 1982 and an MBA in Business Administration from USP in 1999. He served as Director of Coordination in Latin Americauntil May/2007 andfrom May 2007 to August 2008 as Director of Argentine Operationsat Construtora Andrade Gutierrez S.A., company of the Andrade Gutierrez S.A. groupfocused on heavy construction, infrastructure, inthe Brazilian and Latin American markets. He was later Chairman ofthe Board of Directors ofGeorad Levantamentos Geofísicos S.A., from October 2009 to December 2010, Companies inthe Oil & Gas market, focusing on Seismic On Shore Services, Diagnosis and Environmental Remediation Services andsupport to exploration Engineering, miningventures. Company controlled by AG Angra Gestão de Informações e Investimentos Ltda, Sergep Serviços Especializados Ltda and Rio ForteÓleo, Gás e Mineração S.A. Later, from September 2008 to December 2010, he was a member of the Executive Committee, representing theinterests of Andrade Gutierrez Participações S.A., AG Angra Gestão de Informações e Investimentos Ltda., a subsidiary of AndradeGutierrez Participações S.A., manager of Private Equity Funds, FIPs, dedicated to infrastructure, integrated also by the partners, Angra Partners Gestão de Recursos e Assessoria Financeira Ltda., Celso Fernandez Quitella and Aconcágua Investimentos e Participações Ltda. Since September 2008, he holds the position of Business Development Managerat AG Concessões S.A.,company of Grupo Andrade Gutierrez S.A. focused on investments andoperations through concessions and holdings in exploration activities of companiesin the Road, Airports, Ports, Energy, Sanitation and other infrastructure areas. He isalso an Alternate Director of Companhia Energética de Minas Gerais -CEMIG and Alternate Directorof CCR SA Concessões de Infraestrutura de Transporte.

Boardof Directors (Alternates):

Carlos Fernando Horta Bretas

Born May 7, 1959, graduated in Civil Engineering in 1984, with postgraduate studies in Economic Engineering from Fundação Don Cabral of Belo Horizonte, an MBA in Finance from USPand an MBA in Business Law from Fundação Getulio Vargas . Since May/1994 he has beenacting as Project Manager of Andrade Gutierrez Concessões S.A. (AGC), holding and private equity company of Grupo Andrade Gutierrez S.A.. He works in finance and project monitoringdevelopment atAGC. Previously he served as a controller engineer for the Goiás office(May 1988 to February 1989) of Mendes Junior Edificações S.A.,a civil engineering company.He worked as a production engineer forthe same company during the periodfrom

1984 to 1988. He was Managing Partner of the company Consultoria in the finance area, in

BeloHorizonte, between March 1989 and February 1994.

b. Description of any of the following events that have occurred during the past 05 years: i.Any criminal conviction; ii. Any conviction in an administrativeproceeding of the BrazilianSecurities Commission (CVM) and penalties applied; iii. A finalconviction at the judicial or administrative level, which has suspended or disqualified him from performingany professional or commercial activity:

Notapplicable.

12.9 Informthe existence ofa marital relationship, civil union or familial relationship to the second degree between:

a. Managers of the issuer

None.

b. (i) Managers of the issuer and (ii) managers of the direct or indirect controlled companiesof the issuer

None.

c. (i) Managers of the issuer orits direct or indirect controlled companies, and (ii) direct or indirect controlling shareholders of the issuer.

None.

d.(i) Managers ofthe issuer and (ii) managers of the direct and indirect controlling shareholders of the issuer

Notapplicable.

12.10 Informregarding subordination relationships, provision of services or control held inthe past 03 fiscal years, between managers of the issuer and:

a. A company controlled directly or indirectly by the issuer

Notapplicable to the Company.

b. Direct or indirect controlling shareholder of the issuer

Mr.Ricardo Antônio Mello Castanheira holds the position of Business Development Managerat AG Concessões S.A., company of Grupo Andrade Gutierrez S.A.;

Mr.CarlosFernandoHorta BretasisProject Manager, working infinance, development andmonitoring of AndradeGutierrez Concessões S.A.,company of Grupo AndradeGutierrez S.A.;

c. Where relevant, supplier, customer, debtor or creditor of the issuer, its controlled companyor controlling shareholder or controlled company of any of these individuals

Notapplicable to the Company.

Riode Janeiro, June 15, 2011

Fernando Antonio Pimentel Melo

Chairman of the BoardofDirectors

EXHIBIT I
To the

MANAGEMENT PROPOSAL

OPINION OF THE FISCAL COUNCIL

-1 -

CONTAX PARTICIPAÇÕES S.A.

National Corporate Taxpayers Register of the Ministry of Finance ( CNPJ/MF) No. 04.032.433/0001-80-
State Registration Number ( NIRE ) 33300275410

Publicly Held Company

FISCAL COUNCIL’S OPINION

The Fiscal Counci l ofCONTAX PARTICIPAÇÕES S.A., pursuant to i ts dut ies as providedfor in i tem III of Ar t icle 163 of Law No. 6404/76, analyzed the proposal for merger ofshares of Mobi tel S.A. into Contax Par t icipações S.A. including: ( i) the net equity book valuereport of Mobitel S.A. prepared by APSIS Consultoria e Avaliações Ltda.; (ii) the valuation reportof Mobitel S.A. and of Contax Participações S.A. according to the future profitability methodologybased on retrospective analysis, projected scenarios and discounted cash flows prepared by BancoBTG Pactual S.A.; (iii) and the Instrument of Justification and Protocol of Merger of Shares ; and(iv) the report of the Special Committee of Contax Participações S.A. Based on the documentsanalyzed, the undersigned members of the Counci l , p ursuant to Ar t icle 163 of Law No.6404/76, voted in favor of the submission of the proposal for merger of shares for approvalat the Annual Shareholders ' Meet ing of Contax Par t icipações S.A to be held on July 1,2011.

Rio de Janeiro, June 14, 2011.

Sérgio Bernstein

Chairman of the Council

Aparecido Carlos Correia Galdino		Eder Carvalho Magalhães

José Luiz Montans Anacleto Júnior		Wancler Ferreira da Silva

rsi/10467.doc

06/20/11

SPECIAL MEETING OFTHE FISCAL COUNCIL OF CONTAX PARTICIPAÇÕES S.A.

June 14, 2011

EXHIBIT II
TOTHE

MANAGEMENT PROPOSAL

VALUATION REPORT OF THE NETASSET BOOKVALUE
OFMOBITEL

-2 -

Valuation Report

RJ-0310/11-01

MOBITEL S.A.

REPORT:		RJ-0310/10-01
BASEDATE:		December 31, 2010

REQUESTING PARTY:		CONTAX PARTICIPAÇÕES SA, a publicly-heldtraded company, with headquartersat Rua do Passeio, No. 48-56, part, in the Cityand State of Rio de Janeiro, Brazil, enrolled with the National Corporate Taxpayers Register of the Ministry of Finance (CNPJ/MF) under No. 04.032.433/0001-80, hereinafter referred to asCONTAX.

SUBJECT MATTER:		MOBITEL SA, a joint-stock corporation, with headquarters at Rua Desembargador Eliseu Guilherme, No. 282-292, District ofParaíso, City and State of São Paulo, Brazil, enrolled with the National Corporate Taxpayers’Register of the Ministry of Finance(CNPJ/MF) under No. 67.313.221/0001-90, hereinafter referred to as MOBITEL.

PURPOSE:		Determining the book value of MOBITEL shares for merger of shares by CONTAX, pursuant to art. 252 of Law No. 6,404 of December 15,1976 (Corporate Law).

CONTENTS

1.INTRODUCTION		3
2.PRINCIPLES AND QUALIFICATIONS		4
3.LIMITATIONS OF LIABILITY		5
4.VALUATION METHODOLOGY		6
5.VALUATION OF SHAREHOLDERS' VALUE		7
6.CONCLUSION		8
7.LISTOFEXHIBITS		9

1. INTRODUCTION
APSISConsultoria e Avaliações Ltda., hereinafter referred to as APSIS, withheadquarters at Rua da Assembleia, No. 35, 12th floor, Downtown, in the Cityand State of Rio de Janeiro, Brazil, enrolled with the CNPJ under No. 08.681.365/0001-30, with the Regional Accounting Council CRC/RJ-005112/O-9, was appointed to determineof the book value of MOBITEL shares for merger ofshares by CONTAX,pursuant to art. 252 of Law No. 6,404 of December 15, 1976(Corporate Law). Inpreparation of thisreport, information and data provided by third parties wasused in the form of documents and oral interviews with the client. The estimates used in this process are based on documents and information,whichinclude the following: § MOBITEL’saudited Balance Sheet as of December 31, 2010. (Exhibit 01) APSIS recently conducted valuations for various purposes in the following publicly-held companies: § AMÉRICALATINA LOGÍSTICA DO BRASIL S/A § BANCO PACTUAL S/A § CIMENTO MAUÁ S/A § ESTA-EMPRESA SANEADORA TERRITORIAL AGRÍCOLA S/A. § GEODEXCOMMUNICATIONS DO BRASIL S/A § GERDAU S/A § HOTÉIS OTHON S/A § IBESTS/A § L.R. CIA.BRAS.PRODS.HIGIENEE TOUCADOR S/A § LIGHT SERVIÇOS DE ELETRICIDADE S/A § LOJAS AMERICANAS S/A § REPSOL YPF BRASIL S/A		§ TAMTRANSPORTESAÉREOS MERIDIONALS/A § WAL PETROLEOS/A APSIS team responsible for this work consists of the following professionals:
		§ AMILCARDECASTRO Director Bachelorof Law § ANA CRISTINA FRANÇA DESOUZAManaging partner CivilEngineer(CREA/RJ 91.1.03043-4) Graduate degree in Accounting § ANTÔNIO LUIZ FEIJÓNICOLAUProject Manager § ANTÔNIO REISSILVA FILHO Director CivilEngineer(CREA/SP 107.169) Master's degree in Business Administration § BETINA DENGLERProject Manager § CARLOS MAGNO SANCHESProject Manager § CLAUDIO MARÇAL DEFREITASAccountant (CRC/RJ 55029/O-1) § FELLIPEF. ROSMANProject Manager § GABRIEL ROCHA VENTURIMProject Manager § LUIZPAULOCESARSILVEIRA Director Mechanical Engineer(CREA/RJ 89.1.00165-1) Master's degree in Business Administration § MARGARETH GUIZAN DA SILVA OLIVEIRA Director CivilEngineer(CREA/RJ 91.1.03035-3) § RICARDODUARTECARNEIRO MONTEIROManaging Partner CivilEngineer(CREA/RJ 30137-D) Graduate degree in Economic Engineering § RENATA POZZATOCARNEIRO MONTEIROProject Manager § SERGIOFREITASDE SOUZA Director Economist (CORECON/RJ23521-0)

2. PRINCIPLES AND QUALIFICATIONS

The report that is the subject matter of the work listed, calculated and particularized, strictly follows the fundamental principles described below:

§ The consultants have no interest, direct or indirect, in the companiesinvolved or in the operation,and there is no other relevant circumstance thatmay characterize a conflict of interests. § To the best of the consultants’ knowledge and credit, the analyses,opinions and conclusions expressed in this report are based on true andaccurate data, investigations, research and surveys. § The report presents all the restrictive conditions imposed by the adopted methodologies, which affect the analysis, opinions and conclusions contained in it. § APSIS’s professional fees are not in any way, subject to the findings of this report. § APSIS assumes full responsibility for Engineering Appraisal , includingimplicit matters, to perform its honorable duties, as primarily establishedin laws, codes or own regulations. § Any information received from third parties is assumed to be correct, and thesources thereof are contained in this report.		§ The report was prepared by APSIS and no one, except their own consultants, prepared the analysis andrespective conclusions. § For projection purposes, we assumed the inexistence of liens or encumbrances of any kind, whether judicial or extra judicial, affectingthe companies in question, other than those listed in this report. § This report meets the specifications and criteria established by USPAP(Uniform Standards of Professional Appraisal Practice), in addition to therequirements imposed by different bodies, such as: Ministry of Finance,Central Bank, Banco do Brasil, CVM - Brazilian Securities Commission, SUSEP - Superintendenceof Private Insurance, RIR - Regulation of Income Taxetc. § The controller and the managers of the companies involved didnot direct,limit, hinder or performedany acts that have or might have compromisedaccess to, use or knowledge of information, assets, documents or work methodologiesrelevant to the quality of the respective conclusions contained in this work.

3. LIMITATIONSOF LIABILITY

§ For this report, APSIS used information and historical data audited by third parties orunaudited, and unaudited projected data, provided for in writingor orally by company management or obtained from the sources mentioned. Therefore, APSIS assumed the data and informationobtained for this report as true and is not liable with respect to its accuracy.

§ The scope of this work does not include an audit of the financialstatements or a review of the work performed byauditors.

§ Our work is designed for use by the requesting company, its partners andother companiesinvolved in the project,aiming towards the previously described goal.

§ We are not liable for occasional losses to the requesting party and itssubsidiaries, partners,officers, creditorsor other parties as a result of the

useof data and information provided by the company and in this report.

4. VALUATIONMETHODOLOGY

Examination of the supporting documentation previously mentioned, in order to check for good bookkeepingin compliance with regulatory, normative andstatutory provisions governing the matter, pursuant “GenerallyAccepted Accounting Principles and Conventions”

MOBITEL’s accounting books and all other documentsnecessary to prepare thisreport were examined based on MOBITEL’s audited balance sheet as of December 31, 2010.

Experts have established thatMOBITEL’sassets and liabilities are properlyaccounted for.

5.VALUATIONOF SHAREHOLDERS EQUITY

MOBITEL’saccounting bookswere examined along with all other documents	MOBITEL S.A	FINANCIAL STATEMENTS
necessary to prepare this report.	BALANCE SHEET (IN REAIS)	BALANCES AS OF DECEMBER 31, 2010
Experts have established that the MOBITEL’s shareholders’equity is one	CURRENT ASSETS	105,793,489.69
hundred seventy-eight million,twohundred fifteenthousand,nine hundred and	NON-CURRENT ASSENTS	328,866,705.10
fifty-nine Reais and sixty-eight cents (R$178,215,959.68), asofDecember 31,	LONG TERM RECEIVABLES	54,274,850.81
2010. Considering that thetotalnumberofMOBITEL shares is one hundred fifty-	PERMANENT ASSETS	274,591,854.29
four million, eight hundred seventy-eight thousand, nine hundred and ninety-	Investments	140,168,901.28
three (154,878,993), the book valuepershare is oneReal point one fivezero	Property and equipment	100,312,293.70
seven (R$ 1.1507).	Intangible assets	34,110,659.31
	TOTAL ASSETS	434,660,194.79
	CURRENT LIABILITIES	100,711,445.13
	NON-CURRENT LIABILITIES	155,732,789.98
	LONG TERM LIABILITIES	155,732,789.98
	SHAREHOLDERS' EQUITY	178,215,959.68
	TOTAL LIABILITIES	434,660,194.79
	Quantity of shares of Capital Stock	154,878,993
	Equity Value per Share	1.1507

6. CONCLUSION

Based on the examinationof the documentation mentioned above and on the basis of APSIS’s studies, the experts concluded thatMOBITEL’s shareholders’ equity, for merger of shares by CONTAX, corresponds to one hundred and seventy-eightmillion, two hundred fifteen thousand, nine hundred and fifty-nine Reais and sixty-eight cents (R$178,215,959.68), or one Real point one five seven zero (R$1.1507) per share as of December 31, 2010.

Report RJ-0310/11-01, composed of nine (09) pages typed on one side and two (02) exhibits, is concluded. APSISConsultoria e Avaliações Ltda.,CRC/RJ-005112/O-9, a company specialized in asset valuation, legally represented below by its directors, is at your disposal to answer any questions that may be necessary.

Rio de Janeiro, May 07, 2011.

AMILCAR DE CASTRO		CLAUDIO MARÇAL DE FREITAS
Director		Accountant (CRC/RJ 55029/0-1)

7. LIST OF EXHIBITS

1. SUPPORTDOCUMENTATION

2. APSIS’SGLOSSARY ANDPROFILE

SÃO PAULO – SP		RIO DE JANEIRO –RJ
Av.Angélica, nº2.503, Conj. 42		Rua daAssembléia, nº 35, 12º andar
Consolação, CEP: 01227-200		Centro, CEP: 20011-001
Tel.: +55113666.8448Fax: +55113662.5722		Tel.: +55212212.6850Fax: +55212212.6851

dmp/10475.doc

06/20/11

Mobitel S.A. and Subsidiary

Financial Statements
for the Year ended December 31, 2010 and
Independent Auditors’Report on the Financial Statements

Deloitte Touche Tohmatsu Independent Auditors

INDEPENDENT AUDITORS’REPORT ON THE FINANCIAL STATEMENTS

To the Shareholders and Directors of Mobitel S.A.
São Paulo - SP

We have examined the individual and consolidated financial statements of Mobitel S.A. (“the Company”), identified respectively as Parent Company and Consolidated, which consist of the balancesheet as of December 31, 2010, and the accompanying statements ofincome , changes in shareholders’equity and cash flows for the accounting period then ended , as well as the summary of the principal accounting practices and other notes.

Responsibility of Management for the financial statements

The Management of the Company is responsible for the preparation and the adequate presentation of the individual financial statements in accordance with the accounting principles generally accepted in Brazil (BR GAAP), and of the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) and with the BR GAAP. Management is also responsible for the internal controls which it has considered necessary to allow the preparation of financial statements free from material misstatement, whether caused by fraud or error.

Responsibility of the independent accountants

Our responsibility is to express an opinion on these financial statements on the basis of our audit, which is conducted in accordance with Brazilian and international auditing standards. These standards require the auditors to comply with ethical requirements, and to plan and perform their audit so as to give reasonable assurance that the financial statements are free from material misstatement.

An audit involves the performance of selected procedures to obtain evidence regarding the amounts and disclosures contained in the financial statements. The procedures selected depend on the auditor’sjudgment, including an assessment of the risks of material misstatements in the financial statements, whether caused by fraud or error. In this assessment of risks, the auditor takes into account the internal controls relevant to the preparation and presentation of the financial statements of the Company so as to plan the audit procedures which are appropriate to the circumstances; but not so as to express an opinion on the effectiveness of these internal controls of the Company. An audit also includes an assessment of whether the accounting practices used by the Company are adequate and whether the accounting estimates made by Management are reasonable, as well as an assessment of the presentation of the financial statements taken as a whole.

We believe that the evidence obtained in the audit is sufficient and appropriate to serve as the basis forour opinion.

Basis for qualified opinion

1. The Company included in its current assets the amount of R$9,149 thousand, relating to training expenses for employees, which it believes should be deferred over the period of a year.

2. The Company did not review the useful life of items included in its property, plant and equipment, as has been a requirement of the BR GAAP since the beginning of 2010.

Qualified opinion on the individual financial statements

In our opinion, with the exception of the effects of the matter noted in paragraph 1, and with the exception of the possible effects, if any, of the matter noted in paragraph 2, the financial statements referred to above fairly represent , in all material respects, Mobitel S.A.’s equity and financial position as of December 31, 2010, the result of its operations and its cash flows for the year then ended , in accordance with the BR GAAP.

Opinion on the consolidated financial statements

In our opinion, with the exception of the effects of the matter noted in paragraph 1, and with the exception of the possible effects, if any, of the matter noted in paragraph 2, the financial statements referred to above fairly represent , in all material respects, Mobitel S.A.’s consolidated equity andfinancial position as of December 31, 2010, the consolidated result of its operations and its consolidated cash flows for the year then ended , in accordance with the IFRSs issued by the IASB and the BR GAAP.

Emphasis of Matters

As indicated in note No.10, the individual financial statements were prepared in accordance with the BR GAAP. In the case of the Company these practices differ from the IFRSs, which are applicable to the individual financial statements, only in respect of the valuation of investments in subsidiaries by the equity method, whereas for the purposes of the IFRSs they would be at cost or at fair value.

São Paulo, March 25, 2011

(sgd)
DELOITTE TOUCHE TOHMATSU
Independent Auditors
CRC No. 2 SP 011609/O-8

(sgd)
José Domingos do Prado
Accountant
CRC No. 1 SP 185087/O-0

Mobitel S.A.
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2010 AND 2009

(In thousands of Reais – R$)


	Note	Parent Company			Consolidated
ASSETS	Note	12/31/10	12/31/09	01/01/09	12/31/10
CURRENT ASSETS
Cash and Cash equivalents	5	6,765	3,169	4,524	7,167
Trade accounts receivable	6	81,169	49,628	41,819	132,778
Taxes recoverable	7	5,090	5,077	4,518	9,024
Prepaid expenses	8	9,612	2,298	681	9,779
Miscellaneous credits	9	3,157	6,438	3,320	3,353
Total current assets		105,793	66,610	54,862	162,101

NON-CURRENT ASSETS
Court Deposits		10,816	7,774	4,747	10,974
Taxes recoverable	7	3,643	6,570	2,266	3,643
Deferredincomeandsocial	23	39,816	34,572	36,677	39,816
contribution taxes
Investments	10	140,169	-	-	-
Property, plant and equipment	11	100,312	88,571	68,797	103,367
Intangible assets	12	34,111	23,691	19,257	157,346
Total non-current assets		328,867	161,178	131,744	315,146




TOTAL ASSETS		434,660	227,788	186,606	477,247


	Note	Parent Company			Consolidated
	Note	12/31/10	12/31/09	01/01/09	12/31/10
LIABILITIESAND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Loans and financing	13	15,146	353	2,771	15,146
Suppliers	14	14,879	12,612	21,118	18,682
Taxes payable		5,823	4,161	3,188	11,516
Taxes paid in installments	16	1,276	1,097	1,484	2,987
Payroll,provisionsandsocial contributions	15	42,523	38,982	28,711	55,109
Advances from customers		-	-	-	1,910
Related companies	17	21,065	34,794	23,582	26,425
Other liabilities		-	-	-	266
Total current liabilities		100,712	91,999	80,854	132,041

NON-CURRENT LIABILITIES


Loans and financing	13	-	-	60,383	-
Suppliers	14	4,319	8,439	2,917	4,319
Provision for tax, labor and other risks	18	10,783	13,427	14,989	17,499
Taxes paid in installments	16	4,502	4,600	4,014	9,044
Affiliates	17	136,129	58,270	22,000	136,129
Total non-current liabilities		155,733	84,736	104,303	166,991
SHAREHOLDERS’ EQUITY
Capital stock	19	262,487	141,005	87,928	262,487
Capital reserve		5,846	-	-	5,846
Accumulated losses		(90,118)	(89,952)	(86,479)	(90,118)
Total shareholders’ equity		178,215	51,053	1,449	178,215
TOTALLIABILITIESAND SHAREHOLDERS’ EQUITY		434,660	227,788	186,606	477,247

The accompanying notes are an integral part of the financial statements.
Mobitel S.A.

STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
(In thousands ofReais- R$, except for loss per share)


		Parent Company		Consolidated
	Note	12/31/10	12/31/09	12/31/10
NET OPERATING REVENUE	20	475,359	401,560	605,973
Cost of services rendered	21	(384,922)	(330,590)	(487,765)
GROSS PROFIT		90,437	70,970	118,208
OPERATING REVENUE (EXPENSES)
Selling	21	(4,434)	(2,925)	(6,676)
General and administrative	21	(80,639)	(55,504)	(93,350)
Equity pick-up	10	9,786		-
Other operating revenue		777	770	777
Other operating expenses (non-recurring)	21	(6,083)	(66)	(6,083)
		(80,593)	(57,725)	(105,332)

OPERATING INCOME BEFORE FINANCIAL RESULT		9,844	13,245	12,876
Financial revenue	22	1,851	11,869	2,394
Financial expenses	22	(17,105)	(26,481)	(19,228)

LOSS FOR THE PERIOD BEFORE INCOME AND SOCIAL CONTRIBUTION TAXES		(5,410)	(1,367)	(3,958)
INCOME AND SOCIAL CONTRIBUTION TAXES
Current	23	-	-	(1,452)
Deferred	23	5,244	(2,106)	5,244
LOSS FOR THE PERIOD		(166)	(3,473)	(166)
LOSS PER SHARE OF CAPITAL STOCK


AS OF THE BALANCE SHEET DATE–R$		(0.001)	(0.043)	(0.001)

The accompanying notes are an integral part of the financial statements

MOBITEL S.A.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDEDDECEMBER 31, 2010 AND 2009 (In thousands ofReais–R$)


	Capital stock	Capital reserve	Accumulated losses	Total
BALANCES AS OF JANUARY 1, 2009	87,928		(86,479)	1,449
Capital increase	53,077		-	53,077
Loss for the period			(3,473)	(3,473)
BALANCES AS OF DECEMBER 31, 2009	141,005		(89,952)	51,053
Capital reserve		5,846		5,846
Capital increase	121,482			121,482
Loss for the period			(166)	(166)
BALANCES AS OF DECEMBER 31, 2010	262,487	5,846	90,118	178,215

The accompanying notes are an integral part of the financial statements

MOBITEL S.A.

STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
(In thousands ofReais–R$)


	Parent Company		Consolidated
	12/31/10	12/31/09	12/31/10
CASH FLOW FROM OPERATIONS
Loss for the period	(166)	(3,473)	(166)
Adjustments to reconcile loss for the period with net cash from (used in) operations:
Depreciation and amortization	43,175	27,968	44,076
Reversal of provision (provision) for doubtful accounts	216	(2 I 6)	340
Equity pick-up	(9,786)		-
Deferred taxes	(5,244)	2,106	(5,244)
Financial charges, monetary and foreign exchange variations	16,916	(4,733)	17,972
Income on forward and swap contracts	-	(6,888)	-
Disposal of property, plant and equipment and intangible assets	1,235	337	1,262
Reversal of provisions for tax, labor and other risks	(3,280)	(269)	(597)
Increase in trade accounts receivable	(31,757)	(7,593)	(51,611)
Increase in other current assets	(4,033)	(4,735)	(3,563)


(Increase) decrease in taxes recoverable	2,914	(4,864)	3,599
Increase in court deposits	(3,042)	(3,424)	(3,126)
Increase (decrease) in payroll, provisions and social contributions	3,541	9,947	(16,473)
Increase in suppliers	(1,853)	(5,163)	(714)
Increase in taxes payable	1,662	909	2,622
Decrease in other liabilities	-	(40)	(3,173)
Interest paid	(280)	(2,741)	(289)
Payment of tax, labor and other risks	(1,547)	(1,293)	(1,952)
Net cash from (used in) operations	8,671	(4,165)	(17,037)
CASH FLOW FROM INVESTMENT ACTIVITIES
Additions to intangible assets	(19,670)	(12,779)	(20,528)
Additions to property, plant and equipment	(42,003)	(39,734)	(43,573)
Net cash and cash equivalents from acquisition of GPTI	-	-	29
Capital payment for subsidiary GPTI	(99,000)	-	-
Net cash used in investment activities	(160,673)	(52,513)	(64,072)
CASH FLOW FROM FINANCING ACTIVITIES
Capital increases	93,230	53,077	93,230
Loans repaid	(2,355)	(44,543)	(76,597)
New financing	15,000	-	15,000
New financing from related companies	50,770	46,200	55,770
Loan installment payments	(1,047)	589	(2,296)
Net cash from financing activities	155,598	55,323	85,107

INCREASE (DECREASE) IN BALANCE OF CASH AND CASH EQUIVALENTS	3,596	(1,355)	3,998

CASH AND CASH EQUIVALENTS
Opening balance	3,169	4,524	3,169
Closing balance	6,765	3,169	7,167

INCREASE (DECREASE) IN BALANCE OF CASH AND CASH EQUIVALENTS	3,596	(1,355)	3,998

The accompanying notes are an integral part of the financial statements

MOBITEL S.A. AND SUBSIDIARY

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2010
(Amounts in thousands ofReais–R$, except where otherwise indicated.)

OPERATIONS

Mobitel S.A. (“the Company”) was established in 1991 and during the year 2000 started operating inthe contact center market. It is a subsidiary of Portugal Telecom Brasil S.A., a company in the Portugal Telecom Group.

The Company has been suffering operating losses during the last few years and has required the injection of additional funds by the majority shareholder in order to carry out its new corporate purpose in the contact centersector. The Company’s business plan, which has been reviewed andapproved by the shareholders, depends on an increase in activity in selected areas, taking into account the significant growth in the industry. The plan is supported by a conservative project for new investments, with a view to updating its technological resources. It is expected that this growth, together with other initiatives for improving operational efficiency (management of personnel and renegotiation of current contracts), and under normal conditions for business development, will allow for the dilution of structural costs and an increase in margins, with a positive impact on operating cash generation.

On February 28, 2010, the Company became the controlling shareholder of GPTI Tecnologia daInformação S.A. (“GPTI”), in an operation involving the exchange of shares. The Company exchanged12.5% of its common shares for 100% of the shares held by the shareholders of GPTI. The ratio used for this exchange of shares was calculated on the basis of the respective fair value of the shares, in accordance with the opinion given in a report prepared by independent experts.

2. PRESENTATION OF THE FINANCIAL STATEMENTS

2.1. Statement of compliance

The financial statements of the parent company were prepared according to the BR GAAP, which include the requirements of Brazilian corporate legislation as well as the technical pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee (CPC).

The Company’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB), and with the BR GAAP.

2.2. Basis for preparation of the statements

The financial statements were prepared on the basis of historic cost, except for certain financial instruments which are stated at fair value, as described in the following accounting principles. The historic cost is generally based on the fair value of the consideration paid in exchange for assets.

In the preparation of its financial statements, the Company adopted the changes in accounting principles which came into effect in Brazil as a result of technical pronouncements CPC 15 to 40.The effects of the adoption of the new CPC pronouncements are stated in note No.3.

The individual financial statements show the investments in subsidiaries valued according to the equity method, as required by the legislation currently in force in Brazil. These individual financial statements are not therefore considered to be in accordance with the IFRSs, which require such investments to bevalued in the parent company’s separate statements at fair value or at cost.

The consolidated shareholders’ equity and the consolidated income attributable to the parentcompany’s shareholders, as shown in the consolidated financial statements prepared in accordance withthe IFRSs and BR GAAP, are identical to the shareholders’s equity and parent company’s income asshown in the individual financial statements prepared according to BR GAAP. The Company has therefore chosen to show the individual and the consolidated financial statements in a single table, side by side.

2.3. Consolidated financial statements

The consolidated financial statements include the statements of the Company and of its subsidiary GPTI.

The principal consolidation procedures were (a) the elimination of balances of asset and liability accounts outstanding between the two companies; and (b) the elimination of the share of the parentcompany in the shareholders’ equity of the subsidiary company.

3. PRINCIPAL ACCOUNTING PRACTICES

3.1. Effects on the consolidated financial statements of the initial adoption of the IFRSs

The consolidated financial statements of the Company for the year ended December 31, 2010, are the first to be presented in accordance with the IFRSs.The transition date was January 1, 2009 (“openingbalance sheet– Parent company”).

3.2 Effect on the individual financial statements of the initial adoption of the new BR GAAP.

In the preparation of its individual financial statements, the Company adopted all the technical pronouncements, guidelines and interpretations issued by the CPC, which, together with the accounting practices included in Brazilian corporate legislation, are referred to as the BR GAAP, as stated in note No.2.

The Company adopted the new accounting practices in all the accounting periods shown, which include the opening balance sheet as of January 1, 2009. In calculating the adjustments and preparing this opening balance sheet, the Company followed the requirements contained in CPC 43(R1)–Initial Adoption of Technical Pronouncements CPC 15 to 40. This meant adjusting the individual financial statements in such a way that, when consolidated, they would show the same values for shareholders’equity attributable to the owners of the parent company, and for income, as would be shown by a consolidation carried out according to the IFRSs, by the application of IFRS 1 and CPC 37(R1)–Initial Adoption of International Accounting Standards.

3.3 Reconciliation with previous accounting practices

The requirements of IFRS 1 and CPC 37(R1) are that reconciliations must be shown of the balance sheets and statements of income , both individual and consolidated, as of the transition date (January 1, 2009) and as of the date of the last financial statement published in accordance with previous accounting practices (December 31, 2009), in order to allow interested parties to understand the relevant adjustments made as a result of the transition to the IFRSs.

The Company will not show the above-mentioned reconciliation for the Consolidated accounts, in view of the fact that the Company only started to prepare consolidated financial statements as of the year ended December 31, 2010.

The Company is required by the application of CPC 37(R1) – Initial Adoption of International Accounting Standards, to give the following explanation of the impact on the individual financial statements of the transition to the new BR GAAP:

a) Judicial deposits: Amounts in respect of judicial deposits relating to provisions for tax, labor and other risks, were previously shown in the balance sheet in an account set off against the respective provision, on the credit side. This practice was reversed by the adoption of CPC 25–Provisions, Contingent Liabilities and Contingent Assets, and these amounts are now shown in an account among the non-current assets of the Company.

b) Deferred income and social contribution taxes: Amounts in respect of deferred income and social contribution taxes have been re-classified as non-current assets, as required by accounting pronouncement CPC 26–Presentation of Financial Statements.

These adjustments had no effect on the statements of income, on the changes in shareholders’ equityor on the cash flows; for this reason these statements have not been shown again.


	BR GAAP
	On January 1, 2009 (transition date)			As of December 31, 2009 (date of last financial statements shown in accordance with previous accounting practices)



	Previous BR. GAAP	Effect of adoption of CPCs	Adjusted BR GAAP	Previous BR. GAAP	Effect of adoption of CPCs	Adjusted BR GAAP




ACCOUNTS
CURRENT ASSETS
Cash and cash equivalents	4,524	-	4,524	3,169	-	3,169
Trade accounts receivable	41,819	-	41,819	49,628	-	49,628
Taxes recoverable	4,518	-	4,518	5,077	-	5,077
Deferred income and social contribution taxes	3,332	(3,332)	-	853	(853)	-
Prepaid expenses	681	-	681	2,298	-	2,298
Miscellaneous credits	3,320	-	3,320	6,438	-	6,438
Total current assets	58,194	(3,332)	54,862	67,463	(853)	66,610

NON-CURRENT ASSETS
Court deposits	4,181	566	4,747	6,245	1,529	7,774
Taxes recoverable	2,266	-	2,266	6,570	-	6,570
Deferred income and socialcontribution taxes	33,345	3,332	36,677	33,719	853	34,572
Property, plant and equipment	68,797	-	68,797	88,571	-	88,571
Intangible assets	19,257	-	19,257	23,691	-	23,691
Total non-current assets	127,846	3,898	131,744	158,796	2,382	161,178


TOTAL ASSETS	186,040	566	186,606	226,259	1,529	227,788

LIABILITIESAND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Loans and financing	2,771	-	2,771	353	-	353
Suppliers	21,118	-	21,118	12,612	-	12,612
Taxes payable	3,188	-	3,188	4,161	-	4,161
Taxes paid in installments	1,484	-	1,484	1,097	-	1,097
Payroll,provisionsandsocial contributions	28,711	-	28,711	38,982	-	38,982
Related companies	23,582	-	23,582	34,794	-	34,794
Total current liabilities	80,854	-	80,854	91,999	-	91,999

NON-CURRENT LIABILITIES
Loans and financing	60,383	-	60,383	-	-	-
Suppliers	2,917	-	2,917	8,439	-	8,439
Provision for tax, labor and other risks	14,423	566	14,989	11,898	1,529	13,427
Taxes paid in installments	4,014	-	4,014	4,600	-	4,600
Related companies	22,000	-	22,000	58,270	-	58,270
Total non-current liabilities	103,737	566	104,303	83,207	1,529	84,736
						-
SHAREHOLDERS’ EQUITY						-
Capital stock	87,928	-	87,928	141,005	-	141,005
Accumulated losses	(86,479)	-	(86,479)	(89,952)	-	(89,952)
Total shareholders’ equity	1,449	-	1,449	51,053	-	51,053
TOTALLIABILITIESAND SHAREHOLDERS’ EQUITY	186,040	566	186,606	226,259	1,529	227,788

Deemed cost

The Company chose not to adopt the principle of deemed cost, on the basis that there is no significant difference between the book values of the items shown in the financial statements and their respective fair values as of the transition date on January 1, 2009.

4. SUMMARY OF PRINCIPAL ACCOUNTING PRACTICES

a) Cash and cash equivalents

These consist of cash balances, demand deposits and financial investments with redemption periods of up to 90 days from the date of the deposit. The latter are shown at cost plus earnings accrued up to the balance sheet date, and are subject to an insignificant risk of alteration in value.

b) Provision for doubtful accounts

This provision is set up on the basis of an analysis of credits receivable, taking into account the risks involved, and is considered to be sufficient by the Management of the Company.

c) Investments

The shareholding in the subsidiary company GPTI is valued by the equity method.

Goodwill arising from the acquisition of the shares, on account of future profitability, is classified as an intangible asset.

d) Property, plant and equipment and intangible assets

These assets are valued at cost with monetary restatement up to December 31, 1995, less depreciation or amortization similarly corrected. Assets are depreciated on a straight line basis until reaching their estimated residual values. The depreciation rates take into account the estimated useful economic life of the assets. Costs of improvement of property leased from third parties are included as property assets and written off over the term of the lease contracts. Lease contracts with purchase option are booked as assets and depreciated over the estimated useful life of the goods. Goods acquired under leasecontracts are booked as fixed assets under the headings “Communications equipment” or “Data processing equipment”, and the liabilities arising from these contracts appear under “Loans and financing”. There has been no need to set up a provision forimpairmentof the Company’s assets.

Intangible assets with a defined useful life are amortized over the period of their estimated useful economic life. They are submitted to impairment testing , when indications of loss in their recoverable value are identified. Intangible assets with an indefinite useful life are not amortized, but are tested annually for impairment.

e) Revenue

Revenue is taken into income on an accrual basis over the period in which the services are rendered.

f) Credits and liabilities

Rights and obligations subject to adjustment were updated to the date of the balance sheets.

g) Income and social contribution taxes

Provision for income tax was set up at the rate of 15%, plus a further 10% on the taxable income in excess of R$240. Social contribution tax was calculated at the rate of 9% on the adjusted book income. Deferred tax credits shown take into account the estimate of future taxable profit generation, as described in note No.23.

h) Taxes recoverable

As remarked in note No.7, the Company took into current assets, to the credit of other operating revenue, the value of taxes which, in its understanding, and with the support of injunctions and favorable appellate court decisions , were collected in excess of the proper amounts. In accordance with BR GAAP, such bookkeeping entries should be confirmed by final and unappeallable court decisions.

i) Provision for tax, labor and other risks

This provision is determined on the basis of the opinions of legal advisors and of Management, as to the probable result of pending matters. It is updated as of the date of the balance sheets to the probable amount of the loss, taking into account the nature of each provision.

j) Use of estimates

The preparation of financial statements, in accordance with BR GAAP and with the IFRSs, requires Management to use estimates for recording certain transactions: these are transactions which affect assets, liabilities, revenue and expenses of the Company and its subsidiary, as well as the information given out containing details of the financial statements. The final result of these transactions and information, when they are eventually realized in subsequent accounting periods, may differ from the estimates. The principal estimates which apply to the financial statements are in relation to the need to set up provisions for doubtful accounts and for tax, labor and other risks; the determination of the useful life of property, plant and equipment; and the treatment of deferred taxes and of intangible assets with an indefinite useful life.

5. CASH AND CASH EQUIVALENTS


	Parent company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
Fixed fund	35	27	18	41
Banks	6,730	3,142	4,506	7,126
Total	6,765	3,169	4,524	7,167

6. ACCOUNTS RECEIVABLE FROM CUSTOMERS


	Parent company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
Customers for invoicing (*)	44,502	36,955	31,623	91,045
Customers invoiced	36,667	12,889	10,196	42,010
Provision for doubtful accounts	-	(216)	-	(277)
Total	81,169	49,628	41,819	132,778

(*) This refers to“call center”services supplied, systems development, environment processes and management, applications and training, where the corresponding invoice has not yet been issued. The average period for receipt of these amounts is approximately two months.

Breakdown by maturity date of accounts receivable from invoiced customers:


	Parent Company		Consolidated
	12/31/10	12/31/09	12/31/10
Not yet due	36,448	12,176	40,694
Overdue:
From 1 to 30 days	134	497	849


From 31 to 60 days	86	-	181
From 61 to 90 days	-	-	9
91 days and over	-	216	277
Total	36,667	12,889	42,010

7. TAXES RECOVERABLE


	Parent Company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
INSS for set-off - SAT	-	4,304	-	-
PIS recoverable	956	978	991	956
INSS recoverable	299	805	264	299
IRRF	2,454	1,806	1,727	4,891
CSLL withheld	737	814	829	2,166
COFINS recoverable	198	302	361	227
IRPJ e CSLL recoverable	2,613	2,515	2,499	2,633
ISS recoverable (court-ordered)	1,377	-	-	1,377
Others	99	123	113	118
Total	8,733	11,647	6,784	12,667

Current	5,090	5,077	4,518	9,024
Non-current	3,643	6,570	2,266	3,643

8. PREPAID EXPENSES


	Parent Company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
Miscellaneousfees/letterofguarantee	83	79	206	83
Training	9,419	2,134	460	9,419
Others	110	85	15	277
Total	9,612	2,298	681	9,779

9. MISCELLANEOUS CREDITS


	Parent Company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
Advances to employees(vacationsandtransportvouchers)	2,045	3,757	2,959	2,123
Advances to suppliers	1,112	2,681	361	1,125
Others	-	-	-	105
Total	3,157	6,438	3,320	3,353

10. INVESTMENTS

	Number of shares (*)	Share of paid-up capital	Shareholders’ equity as of December 31, 2010	Goodwill and contracts (net) as of December 31, 2010 (a)	Balance of investment as of December 31, 2010




GPTI	119,144,000	100.00%	17,536	122,633	140,169

(*)Number of shares held by the Company as of December 31, 2010.

Changes in investments:


GPTI negative shareholders’ equity on acquisition date –February 28, 2010	(91,250)
Capital stock paid in during March 2010	99,000
Equity pick-up for the period (March 1 to December 31, 2010)	9,786

Balance of investments as of December 31, 2010	17,536

GPTI’spurposes aretosupply services related to the area of Information Technology–IT, with an emphasis on the development of systems and applications; environment and infrastructure management; business procedures for improving the dynamics of IT production and management; and training, among other things.


Goodwill created on acquisition of GPTI
GPTI negative shareholders’ equity on acquisition date –February 28, 2010	(91,250)
Issue priceof 19,359,874 shares (12.5% of the Company’s share capital) –March 1, 2010	28,252
GPTI contingencies shown in the Company’s consolidated balance sheet	2,183
Appreciation of share sale option (capital reserve)	5,846
Goodwill on acquisition of GPTI	127,531
Allocation of intangible assets in consolidated accounts - goodwill	121,321
Allocation of intangible assets in consolidated accounts–contracts	6,210
Amortization of contracts up to December 31, 2010	(4,898)
Total goodwill and contracts as of December 31, 2010 (a)	122,633

(a) In accordance with ICPC 09–Individual Accounting Statements, Separate Statements, Consolidated Statements and Application of the Equity Method, these amounts are grouped with“Investments” in the parent company’s accounts.In the consolidated financial statements, theseamounts are grouped with “Intangible Assets”.

11. PROPERTY, PLANT AND EQUIPMENT


	Annual depreciation rate - %	Parent company			Consolidated
		12/31/10	12/31/09	01/01/09	12/31/10


Communications devices and equipment	10 to 20	32,998	27,068	20,424	32,998
Data processing equipment	20 to 40	58,229	48,500	41,086	64,505
Improvements to third party property	20 to 40	58,028	47,020	35,671	58,218
Furniture and fixtures	10 to 20	28,419	22,932	8,946	30,042
Facilities	10	2,584	3,201	3,002	2,666


Machinery and equipment	10 to 20	10,525	6,553	4,914	11,157
Vehicles	20	143	145	477	150
		190,926	155,419	114,520	199,736
Accumulated depreciation		(90,615)	(66,848)	(45,723)	(96,369)
Total		100,312	88,571	68,797	103,367


	Parent company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
Changes in property, plant and equipment:
Opening balance	88,571	68,797	35,692	88,571
Net property, plant and equipment from acquisition of GPTI	-	-	-	2,142
Additions	42,003	39,734	47,347	43,573
Disposals	(770)	(337)	(1,381)	(783)
Transfers to (from) intangible assets	(397)	2,158	-	(397)
Depreciation	(29,095)	(21,781)	(12,861)	(29,739)
Closing balance	100,312	88,571	68,797	103,367

Goods acquired through lease contracts are registered as assets in property, plant and equipment underthe headings “Communications apparatus and equipment” and “Data processing equipment”.

12. INTANGIBLE ASSETS


	Annual amortization rate - %	Parent company			Consolidated
	Annual amortization rate - %	12/31/10	12/31/09	01/01/09	12/31/10
Software	22	63,762	44,350	33,729	64,628
Trademarks and patents	-	1,917	1,844	1,844	1,917
Portfolio of contracts	(*)	-	-	-	6,210
Goodwill derived from anticipated future income	-	-	-	-	121,321
		65,679	46,194	35,573	194,076
Accumulated amortization		(31,568)	(22,503)	(16,316)	(36,730)
Total		34,111	23,691	19,257	157,346

(*) Amortization is in accordance with the period of validity of each contract in the portfolio, with the amortization rate varying from 20% to 100% per year.


	Parent company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
Changes in intangible assets:
Opening balance	23,691	19,257	13,386	23,691
Net intangible assets arising from acquisition of GPTI	-	-	-	15
Additions to goodwill and contracts–acquisition of GPTI	-	-	-	127,531
Additions to intangible assets	19,670	12,779	10,684	20,528
Disposals	(465)	-	(363)	(479)


Transfers from (to) fixed assets	397	(2,158)	-	397
Amortization	(9,182)	(6,187)	(4,450)	(14,337)
Closing balance	34,111	23,691	19,257	157,346

13. LOANS AND FINANCING


	Parent company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
Bank credit certificate–Banco Itaú S.A. (a)	15,146	-	-	15,146
Lease–Banco Itaú S.A. (b)	-	353	1,636	-
Working capital financing–BES (c)	-	-	40,284	-
Net swap contracts–(d)	-	-	21,234	-
Total	15,146	353	63,154	15,146
Current	15,146	353	2,771	15,146
Non-current	-	-	60,383	-

(a) Remuneration based on 100% of the variation of the Interbank CD rate and a fixed rate of 3.784086% p.a. Maturity date is March 9, 2011.

(b) Lease subject to rates varying from 0.9489% to 2.308% per month.

(d) Swap contracts with BES Investimento do Brasil Ltda.

14. SUPPLIERS

The following table shows the principal suppliers to the Company:


	Parent company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
G&P Projetos e Sistemas Ltda.	6,320	6,347	-	6,342
Brasoftware Informática Ltda.	2,354	-	-	2,354
Unibanco S.A.	1,447	2,217	2,987	1,447
Telecomunicações (provision)	1,443	-	-	1,443
Fundação Fundetec	769	672	640	769
Sanasa/Eletropaulo (Campinas)	431	-	-	431
Fundo de Inv. Imob. Brazilian Cap. Real	382	365	-	382
Cia Telecom do Brasil CTBC SP	330	-	-	330
Rio Construtora e Agropecuária Ltda.	276	165	-	276
LWS Comércio e Serv. Inf. Ltda.	266	-	-	266
Intelig Telecomunicações Ltda.	262	-	236	262
M&M Administração e Participações Ltda.	233	-	-	233
GET - Gestão Empresarial e Tecnologia Ltda.	205	-	-	205
Trasmimo Ltda.	193	120	-	193
Prodent - Assist. Odontologia Ltda.	185	-	-	185


Irmandade da Santa Casa de Misericórdia	172	162	159	172
Deloitte Touche Tohmatsu Auditores Independentes	130	184	-	214
Brasil Telecom S.A.	89	273	-	89
Telesul Telecomunicações Ltda.	24	-	1,329	24
Cia Piratininga de Força e Luz	-	147	-	-
GET - Gestão Empresarial e Tecnologia Ltda.	-	141	136	-
FMG - lnfra-Estrutura e Informática Ltda.	-	-	228	-
Fundo de Inv. Imob. Brazilian Cap. Real	-	-	350	-
GPTI Tecnologia da Informação S.A. (*)	-	5,656	11,654	-
Maxigroup Recursos Humanos Ltda.	-	14	253	-
Intersmart Com. Imp. Exp. Equip. Eletr. Ltda.	-	-	695	-
Tallard Technologies S.A.	-	118	-	-
Totvs S.A.	-	59	142	-
Unimed Paulistana Soc. Coop. de Trab. Medico	-	-	560	-
Miscellaneous provisions	-	-	-	1,334
Atimo Comércio e Serviços Ltda.	-	-	-	544
Sodexho Pass do Brasil Serviços e Comércio Ltda	-	-	-	359
Alexandro Tecnologia da Informação Ltda	-	-	-	136
Tetis Consultoria em Sistemas de Informática Ltda	-	-	-	109
Others (miscellaneous)	3,687	4,411	4,666	4,902
Total	19,198	21,051	24,035	23,001
Current	14,879	12,612	21,118	18,682
Non-current	4,319	8,439	2,917	4,319

(*)GPTI was acquired by Mobitel S.A. on February 28, 2010, as described in note No. 10, and is now considered to be a related company.

15. PAYROLL, PROVISIONS AND SOCIAL CONTRIBUTIONS


	Parent Company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
Salaries payable	13,410	14,388	9,446	16,548
Payroll charges and social contributions	7,223	6,159	5,246	9,479

Provision for vacation payments, 13th salaries and profitsharing	21,736	18,435	14,019	28,928
Others	154	-	-	154
Total	42,523	38,982	28,711	55,109

Targets set for the payment of Profit Sharing–PLR, were not met, and so the Company chose not to make this payment in 2010. For this reason no provision was set up for PLR.

16. PAYMENT OF TAX IN INSTALMENTS


	Parent company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
PIS and COFINS (a)	1,462	1,950	2,393	1,462


IRPJ (b)	1,904	1,543	1,786	1,904
CSLL (b)	734	595	690	734
ISS (d)	-	-	-	1,761
INSS (c)	52	52	124	52
INSS (e)	-	-	-	4,493
INSS (f)	1,179	1,179	-	1,179
Other payments in installments	447	378	505	446
Total	5,778	5,697	5,498	12,031
Current	1,276	1,097	1,484	2,987
Non-current	4,502	4,600	4,014	9,044

(a) On August 28, 2003, the Company joined the Special Installment Payments Program–PAES, created by Law No. 10,684/03, and abandoned certain legal actions, amounting to a total of R$3,314, questioning the compensation of credits under the Social Integration Program–PIS, and the Social Security Financing Contribution–COFINS. This liability is being paid off in 120 monthly installments, since August 2003, and is subject to financial charges based on the variation in the Long Term Interest Rate–TJLP.

(b) On September 29, 2006, the Company joined the Tax Recovery Program–REFIS III, agreeing to repay in 120 monthly installments the amounts owing on the recalculation of income and social contribution taxes for the years 2003 and 2004. Repayment started in September 2006 and the liability is subject to financial charges based on the variation in TJLP.

(c) On March 22, 2007, the Company applied to the National Institute of Social Security–INSS, for permission to pay in installments tax collection notice No. 35.331.045-0, relating to tax liabilities calculated for the period January 1999 to December 2000: the application was granted and the payment of the amount owing was scheduled in 48 installments starting in April 2007.

(d) On July 30 and October 8, 2009, the parent company joined the São Paulo City Administration’sprogram for Administrative Installment Payments of Tax Debits–PAT, covering debits calculated for the period March to August 2009. Under processes Nos. 1745528-6 and 1759723-4, the liabilities are being paid off in 60 monthly installments, and are subject to financial charges based on variations in the rates of interest of the Special Settlement and Custody System–SELIC.

(e) On October 20, 2009, the parent company arranged with the INSS to pay in installments debits calculated for the period May to August 2009. Payment is in 60 installments, subject to financial charges calculated at 1% per month over the SELIC interest rate.

(f) This refers to applications for payments in installments, under the new REFIS scheme, of social security (INSS) debits, awaiting approval by the Internal Revenue of Brazil. Payment will be made in 120 monthly installments.

Maturities of long-term payments in installments as of December 31, 2010, are as follows:


Payment Schedule	Parent company	Consolidated
2012	1,318	3,029
2013	1,083	2,794
2014	752	1,872
2015	752	752


2016	597	597
Total	4,502	9,044

17. TRANSACTIONS WITH RELATED COMPANIES

Transactions with related companies are carried out in accordance with contractual agreements between the parties, and show the following net balances:

a) December 31, 2010


a.1) Parent company–balance sheet	Borrowings	Debentures issued
Portugal Telecom Brasil S.A. - current	-	15,780
Portugal Telecom Brasil S.A.–non-current	59,725	76,404
Portugal Telecom Inovação Brasil Ltda. - current	-	5,285
Total	59,725	97,469


a.2) Parent company–statement of income	Financial expenses

Portugal Telecom Brasil S.A.	8,653
Portugal Telecom Inovação Brasil Ltda.	5,595
Total	14,248


a.3) Consolidated–balance sheet	Borrowings	Debentures issued

Portugal Telecom Brasil S.A. - current	-	15,780
Portugal Telecom Brasil S.A.–non-current	59,725	76,404
Portugal Telecom Inovação Brasil Ltda. - current	-	10,645
Total	59,725	102,829


a.4) Consolidated–statement of income	Financial expenses
Portugal Telecom Brasil S.A.	8,653
Portugal Telecom Inovação Brasil Ltda.	5,955
Total	14,608

b) December 31, 2009


b.1) Parent company–balance sheet	Accounts receivable	Accounts payable	Debentures issued	Borrowings

Companies of the VIVO Group - current	34,453	1,070	-	-
Companies of the VIVO Group–non-current	-	70	-	-
Portugal Telecom Brasil S.A. - current	-	-	1,846	31,878
Portugal Telecom Brasil S.A.–non-current	-	-	36,200	22,000
Total	34,453	1,140	38,046	53,878


b.2) Parent company–statement of income	Revenue for services supplied	Expenses on services	Financial expenses

Companies of the VIVO Group	300,467	2,943	-
Portugal Telecom Brasil S.A.	-	-	3,340
Total	300,467	2,943	3,440

c) January 1, 2009


c.1) Parent company–balance sheet	Accounts receivable	Accounts payable	Borrowings

Companies of the VIVO Group - current	32,242	3,358	-
Portugal Telecom Brasil S.A. - current	-	-	20,224
Portugal Telecom Brasil S.A.–non-current	-	-	22,000
Total	32,242	3,358	42,224


c.2) Parent company–statement of income	Revenue from services supplied	Expenses on services	Financial expenses




Companies of the VIVO Group	249,348	2,646	-
Portugal Telecom Brasil S.A.	-	-	4,540
Portugal Telecom (Ásia) Lda.	-	-	24
Total	249,348	2,646	4,564

Borrowings from the related party Portugal Telecom Brasil S.A. were drawn on November 1, 2006, January 31, 2008 and January 14, 2009; all the maturities of these loans have been extended until February 28, 2013, under new terms agreed with the creditor company. The loan amounts are subject to financial charges equivalent to 100% of the variation in the CDI rate, plus 1.5%.

The debentures issued in favor of Portugal Telecom Brasil S.A. amount to R$36,200,000, R$9,000,000 and R$36,770,000. The first was issued by the Company in August 2009 and the second and third in March 2010. The R$36,200,000 debenture matures after three years and pays a coupon of 12.2% p.a., with interest payable annually; the other two debentures pay a coupon equivalent to 100% of the variation in the CDI rate, plus 1.5%.

The two debentures issued in favor of Portugal Telecom Inovação Brasil Ltda. are for amounts of R$5,000,000 each, one of them having been issued by the Company and the other, for the same amount, by GPTI; both of them pay a coupon equivalent to 100% of the variation in the CDI rate, plus 1.5%.

18. PROVISION FOR TAX, LABOR AND OTHER RISKS

In the normal course of its business the Company is subject to tax, labor and other risks. Details are as follows:


	Parent company			Consolidated
	12/31/10	12/31/09	01/01/09	12/31/10
Tax	2,415	179	1,343	2,415
Labor	8,340	13,237	13,635	15,056
Others	28	11	11	28
Total	10,783	13,427	14,989	17,499

Management carries out a periodic analysis of the provisions set up to cover these risks, and relies on the advice of its legal advisors to adjust these provisions to a level considered adequate to cover probable losses on current processes.

There are a number of processes in which the Company and its subsidiary are currently involved, amounting to an aggregate total of R$29,619 (R$29,679 as of December 31, 2009), where the external legal advisors consider that the chances of loss are possible; no provision was made for these processes, however, in the financial statements as of December 31, 2010.

Changes in provisions for tax, labor and other risks are shown below:


	Parent company
	Balance as of January 1, 2009	Provisions	Reversals	Payments	Balance as of December 1, 2009
Tax	238	8	-	(68)	178
Labor	14,743	2,512	(2,789)	(1,225)	13,241
Others	8	-	-	-	8
Total	14,989	2,520	(2,789)	(1,293)	13,427


	Parent company
	Balance as of December 31, 2009	Provisions	Reversals	Payments	Balance as of December 31, 2010
Tax	178	2,190	(5)	(43)	2,320
Labor	13,241	1,770	(5,094)	(1,478)	8,439
Others	8	42	-	(26)	24
Total	13,427	4,002	(5,099)	(1,547)	10,783


	Consolidated
	Balance as of December 31, 2009	Provisions from GPTI	Provisions	Reversals	Payments	Balance as of December 31, 2010
Tax	178	-	2,190	(5)	(43)	2,320
Labor	13,241	4,438	4,453	(5,094)	(1,883)	15,155


Others	8	-	42	-	(26)	24
Total	13,427	4,438	6,685	(5,099)	(1,952)	17,499

19. CAPITAL STOCK

As of December 31, 2010, the capital stock was made up of 154,878,993 (81,501,251 as of December 31, 2009 and 50,905,129 as of January 1, 2009) registered common shares of no par value.

The shareholders of the Company as of December 31, 2010 and 2009, were as follows:


	12/31/10		12/31/09
Shareholders	Share - %	R$	Share - %	R$
Portugal Telecom Brasil S.A.	79.65	213,235	99.94	140,919
PT Multimédia.com Brasil Ltda.	-	-	0.06	86
Portugal Telecom Inovação Brasil Ltda.	7.84	21,000	-	-
Fábio Carlos Pereira	12.50	28,252	-	-
Total	100.00	262,487	100.00	141,005

20. SALES REVENUE

As of December 31, 2010 and 2009, the net revenue for services supplied is made up as follows:


	Parent company		Consolidated
	12/31/10	12/31/09	12/31/10
Call center services rendered	475,359	401,560	475,359
Systems development	-	-	99,055
Environment procedures and management	-	-	13,894
Applications	-	-	15,328
Training	-	-	2,337
Total	475,359	401,560	605,973

The reconciliation of gross revenue and revenue shown in the statement of income for each year is as follows:


	Parent company		Consolidated
	12/31/10	12/31/09	12/31/10
Gross revenue	513,474	434,315	653,623
Less - tax on sales	(38,115)	(32,755)	(47,650)
Net revenue	475,359	401,560	605.973

21. COSTS OF SERVICES RENDERED AND OPERATING EXPENSES BY TYPE

The Company’sstatement of income uses a classification of expenses based on their function.

Information on the type of expenses appearing in the financial statements is given below:

	Parent company		Consolidated
	12/31/10	12/31/09	12/31/10
Personnel expenses	339,753	293,042	417,575
General expenses	14,486	11,259	19,891
Expenses of utilities and services	49,633	42,350	81,358
Depreciation and amortization expenses	43,175	27,968	44,076
Rental expenses	22,948	14,400	24,891
Loss on disposal of property, plant and equipment	720	66	720
Provision for tax and labor risks (non-recurrent)	5,363	66	5,363
Total	476,078	389,085	593,874

22. FINANCIAL RESULT


	Parent company		Consolidated
	12/31/10	12/31/09	12/31/10
Financial revenue:
Financial discounts obtained	-	-	252
Revenue from financial investments	236	53	258
Monetary variations	1,578	-	1,831
Foreign exchange variations	-	10,815	-
Swap result	-	851	-
Other	37	150	53
Total	1,851	11,869	2,394

Financial expenses:
Financial discounts	364	1,662	370
Interest and monetary variations–local currency	15,620	7,405	17,543
Interest and monetary variations–foreign currency	-	1,014	-
Swap costs	-	15,273	-
Tax on Financial Operations - IOF	423	358	539
Other expenses	698	769	776
Total	17,105	26,481	19,228

23. CURRENT AND DEFERRED INCOME AND SOCIAL CONTRIBUTION TAXES

As of December 31, 2010 and 2009, income and social contribution taxes were calculated as follows:


	Income tax			Social contribution tax
	Parent company		Consolidated	Parent company		Consolidated
	12/31/10	12/31/09	12/31/10	12/31/10	12/31/09	12/31/10
Loss for the period before income and social contribution taxes	(5,410)	(1,367)	(3,958)	(5,410)	(1,367)	(3,958)
Expected credit at the current rate	1,353	342	990	487	123	356
Income and social contribution taxes on permanent differences	(23)	(1,891)	(221)	(8)	(680)	(79)
Equity income of subsidiaries	2,446	-	-	881	-	-


Tax loss and unrecognized temporary differences	-	-	1,902	-	-	686
Other exclusions	80	-	117	28	-	41
Income and social contribution taxes	3,856	(1,549)	2,788	1,388	(557)	1,004

Current	-	-	(1,068)	-	-	(384)
Deferred	3,856	(1,549)	3,856	1,388	(557)	1,388
Effective tax rate	(71%)	113%	(97%)	(26%)	41%	(35%)

The amounts of deferred income and social contribution taxes arise from accumulated tax losses and negative bases for social contribution tax, and from temporary differences caused mainly by temporarily non-deductible provisions. These amounts appear in the books because it is expected that they will be realized.

Deferred income and social contribution taxes as of December 31, 2010, are made up as follows:


	Income tax	Social contributiontax
	Parent company and consolidated
	12/31/10
Accumulated tax losses	26,213	9,437
Temporary differences:
Provision for tax, labor and other risks	2,092	753
Other provisions	971	350
Total	29,276	10,540

Deferred income and social contribution taxes are registered in the books on the strength ofprojections of the Company’s profitability, supported by budgets approved by the majority shareholder, which indicate that it will produce taxable income in the future. On the basis of these projections of income, the tax credits will be used as follows:


Annual expectation of recovery	Tax credit used
2011	1,804
2012	2,445
2013	753
2014	3,964
2015	- 4,114
2016	4,365
2017	4,904
2018	5,630
2019	6,593
2020	5,244
Total	39,816

Statements in respect of business prospects, of projected operating and financial results and of theCompany’s potential for growth represent forecasts; and they are based on the expectations of Management relating to the future of the Company. These expectations will be affected by market-

induced alterations in the general economic performance of Brazil, of the industry and of the international markets, and thus will be subject to change. No deferred taxes have been booked in respect of the tax losses and negative bases of the subsidiary GPTI, since it is not foreseen that the respective tax credits could be absorbed in the years ahead.

24. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

a) Considerations concerning risk

The main market risks to which the Company and its subsidiary are exposed in the conduct of their business are:

Concentration of business risk: arising from the extreme concentration of invoicing and business with Vivo S.A.

Credit risk: arising from possible difficulties in collecting the dues for contact center services supplied to clients.

Interest rate risk: arising from the portion of debt paying interest at floating rates, it involves the risk of financial expenses rising as a result of unfavorable movements in interest rates (TJLP and CDI).

b) Management of risk by the Company

The Company takes active steps to manage the various risks to which it is exposed, by means of a combination of broad operational initiatives, procedures and policies aimed at mitigating the risks inherent in the pursuit of its business activities.

Concentration of business risk

61.46% of the Company’s invoicing is concentrated in the supply of services to Vivo S.A. The supply of contact center services has gradually been expanded through contracts with other companies, by means of the creation of the brand name Dedic.

Credit risk

Credit risk exists in the supply of contact center services, systems development, environment processes and management, applications and training; but it is minimized by the strict control of the client base and by the active management of arrears through clearly-stated policies for the acceptance of clients.

Interest rate risks

The Company is exposed to the risk of a rise in the TJLP and CDI rates, in respect of the payment of tax by installments–PAES and REFIS III (TJLP), and in respect of the borrowings contracted with Portugal Telecom Brasil S.A. (CDI).

25. STATEMENTS OF CASH FLOW

a) Cash and cash equivalents

The make-up of the balances under the heading “Cash and cash equivalents” appearing in thestatements of cash flow is shown in note No.5.

b) Supplementary information–items not affecting cash and cash equivalents.


	Parent company
	12/31/10
Acquisition of GPTI by the issue of 19,359,874 own shares	28,252
Increase in intangible assets relating to the acquisition of GPTI (goodwill and portfolio of contracts)	127,531
Provision for tax, labor and others risks arising from the acquisition of GPTI (share discount)	2,183

APPENDIX 2

ABL–gross leasable area

ABNT–Brazilian Technical Standards Association

Income approach- valuation method for converting expected economic benefits to present value.

Assets approach- valuation method for companies where all assets and liabilities (including those not appearing in the books) have their values adjusted to market values. Also known as net equity at market.

Market approach- valuation method using multiple comparisons derived from the selling price of similar assets.

Goodwill based on expected future profitability -future economic benefits arising from assets not individually identifiable or separately registered.

Amortization -the systematic application of the amortizable value of an asset over the period of its useful life.

Sample–set of market data representative of a population.

Efficient use–that which is recommended and technically feasible for the location, on a reference date, observing surrounding market trends, and within the various uses permitted by the relevant legislation.

Equivalent construction area- constructed area to which the unit cost equivalence of corresponding construction is applied, in accordance with ABNT postulates.

Uniform area–usable private area, or one existing as a mathematical concept for the purposes of valuation, using criteria obtained from the real estate market.

Private area- usable area plus building blocks (such as walls, pillars etc.) and elevator lobby (in specific cases).

Total construction area–the sum of the real private area and the common area attributed to an independent unit, as defined by the ABNT.

Useful area–Real private area less the area occupied by walls and other construction blocks which prevent or hinder its use.

Financial Lease -an operation which substantially transfers all the risks and benefits arising from the ownership of the asset, which may or may not be transferred again in the future. Leases that are not financial leases are classified as operating leases.

Operating lease -a form of lease that does not substantially transfer all the risks and benefits arising from the ownership of the asset. Leases that are not operating leases are classified as financial leases.

Asset- a resource controlled by the entity as a result of past events, and from which it anticipates future economic benefits.

Fixed asset -tangible asset available for use in the production or supply of goods or services, for lease by third parties, for investment, or for administrative purposes, and which it is expected will be used for more than one accounting period.

Intangible asset- an identifiable non-monetary asset without physical substance. Such an asset is identifiable when (a) it is separable, i.e. is capable of being separated or split off from the entity and sold, transferred, licensed, leased or exchanged, either on its own or together with a related contract, asset or liability; or (b) it gives rise to contractual rights or other rights and obligations, whether or not these can be transferred or separated from the entity or from other rights and obligations.

Non-operating assets- assets which are not directly linked to the operational activities of the company (irrespective of whether they generate revenue) and which can be disposed of withoutdetriment to the company’s business.

Operating assets–assets which are fundamental to the operations of the company.

Tangible asset- an asset existing physically, such as land, buildings, machinery, equipment, furniture and tools.

Valuation- the act or process of determining the value of an asset.

BDI–percentage indicating the benefits and overhead costs attaching to the direct cost of construction.

Property–something of value, that is usable or may be the object of a right, and which goes to make up equity.

Economic benefits- benefits such as revenue, net income, net cash flow etc.

Beta- measure of the systematic risk of a share; the tendency of the price of a specific share to be correlated with movements in a given share index.

Leveraged Beta–Beta value reflecting the level of indebtedness in the capital structure.

Discretionary range–range in the vicinity of a point estimator used in valuation, within which the value of an asset can be arbitrated, where this is justified by the existence of special features not contemplated in the model.

CAPEX (Capital Expenditure)–investment in fixed assets.

CAPM (Capital Asset Pricing Model)- model in which the cost of capital for any share or share lot is equal to the risk-free rate plus the risk premium arising from the systematic risk of the share or sharelot in question. It is generally used to calculate a company’s Cost of Equity, or the Cost of ShareholderCapital.

Invested capital–The sum of own capital and third-party capital invested in a company. Third-party capital is generally related to debt with interest (short or long term), which must be specified in the context of the valuation.

Capitalization- conversion of a simple period of economic benefits into value.

Allocated codes–serial numbers (grades or weights) to differentiate the qualitative features of properties.

Business combination -union of separate entities or businesses producing financial statements in the name of a single reporting entity. Transaction or other event by which an acquirer obtains control of one or more businesses, regardless of the legal form of the transaction.

Subsidiary -entity, including one with no legal character, such as an association, controlled by another entity (known as the parent company).

Parent company -entity with one or more subsidiaries.

Control- power to direct the strategic management, the policies and the administration of a company.

CPC–Brazilian Accounting Pronouncements Committee.

Cost–the total direct and indirect costs necessary to produce, maintain or acquire an asset at a particular time and in a particular situation.

Cost of capital- expected rate of return required by the market in order to attract funds to a particular investment.

Replacement cost–the cost of reproducing an asset, less depreciation, considering its condition.

Reproduction cost–expenditure required for the exact duplication of an asset, regardless of any depreciation.

Substitution cost–the cost of replacing an asset, with the same function and features comparable to the property assessed.

Direct production cost–spending on inputs, including labor, in the production of goods.

Indirect production cost–administrative and financial costs, benefits and other liens and charges necessary for the production of goods.

CVM–Brazilian Securities and Exchange Commission

Market data–set of information collected in the market relating to a particular property.

Damage–loss caused to others by the occurrence of flaws, defects, accidents and crimes, among other things.

Base Date–specific date (day, month and year) of application of the assessment value.

Issue date–closing date of the valuation report, when conclusions are conveyed to the client.

DCF -Discounted Cash Flow.

D & A–Depreciation and Amortization.

Depreciation- systematic allocation of the depreciable value of an asset during its useful life.

Discount for lack of control- value or percentage deductedpro ratafrom 100% the full value of a company, reflecting the partial or total absence of control.

Discount for lack of liquidity- value or percentage deductedpro ratafrom 100% the full value of a company, reflecting the lack of liquidity.

Net debt–cash and cash equivalents, net derivatives position, short- and long-term financial debts, dividends receivable and payable, receivables and accounts payable in respect of debentures, short- and long-term deficits with pension funds, provisions, other credits and liabilities to related parties, including subscription bonuses.

Supporting documentation–documentation prepared and supplied by the client on which the assumptions of the report are based.

Drivers–value drivers or key variables.

EBIT -Earnings Before Interest and Taxes.

EBTIDA -Earnings Before Interest, Taxes, Depreciation and Amortization.

Enterprise–set of properties capable of producing revenue by means of marketing or economic exploitation. It can be: real estate (e.g. subdivisions, commercial or residential buildings), real estate-

based (e.g. hotels, shopping malls, theme parks), industrial or rural.

Company- commercial or industrial entity, service provider or investment entity with economic activities.

Enterprise value–economic value of the company.

Equity value– economic value of shareholders’ equity.

State of preservation–physical status of an asset resulting from its maintenance.

Capital structure-composition of a company’s invested capital, made up of own capital (equity) andthird-party capital (debt).

Marketing factor–the ratio between the market value of an asset and its replacement or substitution cost, which may be more or less than one (1).

FCFF -Free Cash Flow for the Firm, or unlevered free cash flow.

Cash flow- cash generated by an asset, group of assets or by a company during a given period of time. The term is usually supplemented by a qualification referring to the context (operating, non-operating etc.).

Cash flow from invested capital–cash flow generated by the company to be reverted to lenders (interest and capital repayments) and shareholders (dividends) after taking into account costs and operating expenses and capital investments.

Ideal fraction–percentage belonging to each of the buyers (joint owners) of the land and of theconstruction’s common items.

Free float–ratio of the shares outstanding to the total capital of the company.

Frontage–horizontal projection of the line dividing the property and the access road.

Land suitable for urban development–land eligible to receive urban infrastructure works, aimed at its efficient use, by means of subdivision, split or the establishment of a business.

Goodwill–seeGoodwill based on expected future profitability

Null hypothesis in a regression model–hypothesis in which one or a set of independent variables involved in the regression model is not of importance in explaining the variation of the phenomenon in relation to a pre-established level of significance.

Homogenization–treatment of observed prices by application of mathematical transformations that express, in relative terms, the differences between market data attributes and those of the property assessed.

IAS -International Accounting Standards.

IASB- International Accounting Standards Board.

Apparent age -estimated age of a property judged by its characteristics and state of preservation at the time of inspection.

IFRS -International Financial Reporting Standards,a set of international accounting pronouncements published and reviewed by the IASB.

Real estate–property, consisting of land and any added improvements. May be classified as urban or rural, depending on its location, use or purpose.

Reference property–market data with features comparable to the property assessed.

Impairment Losses–see Impairment.

Statistical inference–part of statistical science that allows conclusions to be drawn about a population from a sample.

Basic infrastructure–urban rainwater drainage equipment, street lighting, sewage system, drinking water supply, public and domestic electricity supply and access roads.

Facilities- set of materials, systems, networks, equipment and operational support services for a single machine, production line or industrial unit, according to the degree of aggregation.

Forced liquidation–condition arising from the possibility of a forced sale, or a sale in a shorter period than the average absorption by the market.

Liquidity–ability to rapidly convert a given asset into cash or into the payment of a specified debt.

Allotment–Subdivision of a piece of land into lots intended for building, with the opening of new thoroughfares or the extension, modification or widening of existing ones.

Key money–sum paid by the future tenant for signature or transfer of the lease contract, as compensation for the point of sale.

Valuation methodology–one or more approaches used in preparing assessment calculations for the indication of the value of an asset.

Regression model–the model used to represent a specific phenomenon, based on a sample, considering the various influencing characteristics.

Multiple–market value of a company, share or invested capital, divided by a valuation measurement of the company (EBITDA, revenue, customer volume etc.).

International Accounting Standards- standards and interpretations adopted by the IASB. They include: International Financial Reporting Standards (IFRS), International Accounting Standards (IAS) and interpretations developed by the International Financial Reporting Interpretations Committee

(IFRIC) or by the former Standing Interpretations Committee (SIC).

Building standard–the quality of the improvements according to the design specifications, the materials, workmanship and labor actually used in the construction.

Technical report–detailed report or technical clarification, issued by a qualified and legally trained professional, on a matter of his specific knowledge.

Liability- present obligation arising from past events, where it is hoped that its settlement will result in the inflow of resources to the entity, bringing economic benefits.

Net equityat market–see Asset Approach.

Impairment- book value of the asset that, in the case of stocks, exceed its selling price less completion and sale costs; or, in the case of other assets, that exceeds its fair value less sale costs.

Technical Investigation–technical activity carried out by a professional with specific expertise to investigate and clarify facts, to check the status of property, to determine the causes leading to a given event, and to appraise assets, their costs, products or rights.

Market research–set of activities for identifying, investigating, collecting, selecting, processing, analyzing and interpreting market data results.

Value chart–the graphic representation or listing of generic values per square meter of land or of the property on a single date.

Point of sale–intangible asset that adds value to commercial property, arising from its location and the anticipated commercial exploitation.

Influencing factor–an atypical factor which, when removed from the sample, significantly change the estimated parameters or the linear structure of the model.

Population–complete market data of the segment to be analyzed.

Price–The amount for which a transaction is performed, involving an asset, a product or the right thereto.

Control premium- value orpro ratapercentage value by which a lot of controlling shares exceeds the value of a lot of shares without control, reflecting the power which control gives.

Equivalent depth–numerical result of the division of the area of a plot by its main frontage.

Investment property- a property (land and/or building or partial building) held by the owner or by a lessee under a lease, either to receive payment of rent or for capital appreciation, or both; but not for use in the production or supply of goods or services, or for administrative purposes.

Rd (Cost of debt)–a measure of the amount paid for capital provided by third parties, in the form of loans, financings, or market fundings, among others.

Re (Cost of equity)–return required by the shareholder on capital invested.

Business risk- the degree of uncertainty of the realization of the future return expected of the business, resulting from factors other than financial leverage.

Insurance- risk transfer guaranteed by contract, whereby one party undertakes, in return for the payment of a premium, to indemnify the other for the occurrence of accidents covered by the policy.

Accident- an event which causes financial loss.

Capitalization rate- any divisor used to convert economic benefits into value in a single period.

Discount rate- any divisor used to convert a flow of future economic benefits into present value.

Internal rate of return–discount rate where the present value of the future cash flow is equal to the cost of the investment.

Frontage -measurement of the front of a property.

Data treatment–application of operations expressing, in relative terms, the difference in attributes between the market data and the data of the property being assessed.

Cash-generating unit -smallest identifiable group of assets generating cash inflows that are, for the most part, independent of inflows generated by other assets or groups of assets.

Current value- replacement of a value by a new value depreciated as a result of the physical state of the asset.

Book value- the value at which an asset or liability is stated on the balance sheet.

Perpetuity value- value to be added on to the cash flow at the end of the projected period.

Electrical damage value- estimated cost of the repair or replacement of parts, when the item suffers electrical damage. Values are tabulated in percentages of the Replacement Value and have been calculated from study of equipment manuals and from the experience of Apsis technicians in corrective maintenance.

Investment value- value for a particular investor, based on individual interests in the property in question. In the case of a business valuation, this value can be analyzed in terms of different factorssuch as synergy with the investor’s other companies, risk perceptions, future performance and taxplanning.

Liquidation value- value of a property offered for sale on the market outside normal procedures, i.e. the value that would be assessed if the property was offered for sale separately, taking into account the costs involved and the discount required for a sale in a reduced period of time.

Replacement value for new–value based on what the property would cost (usually in relation to

current market prices) to be replaced with or substituted by a new, equal or similar property.

Insurance value- value at which an insurance company assumes the risks, which does not apply to the land and the foundations except in special cases.

Scrap value-market value of an asset’s reusable materials, in the case of de-activation, without their being used for productive purposes.

Depreciable value- cost of the asset, or another amount that substitutes for the cost (in the financial statements), less its residual value.

Value at risk- value representing the portion of the asset that it is desired to insure and which may correspond to the maximum insurable value.

Value in use- value of an asset in operational condition in its actual state, as an integral useful part of an industry, including, when appropriate, the design costs and the costs of packing, tax, freight and installation.

Fair (market) value- value at which the ownership of an asset could be transferred from a potential seller to a potential buyer, when both parties are aware of the relevant facts and neither of them is under pressure to make the exchange.

Fair value less sales cost- value that can be obtained from the sale of an asset or cash-generating unit, less selling expenses, in a transaction between knowledgeable, willing and disinterested parties.

Maximum insurance value- maximum value of the asset for which it is recommendable to insure it. This criterion establishes that an asset which has been depreciated more than 50% should have its Maximum Insurance Value equivalent to twice the Current Value; and that an asset which has been depreciated less than 50% should have its Maximum Insurance Value equal to the Replacement Value.

Present value- the estimated present value of discounted net cash flows in the normal course of business.

Recoverable value- the highest fair value of an asset (or cash-generating unit) less selling expenses, compared with its value in use.

Residual value- value of a new or used asset projected forward to a date not later than the date when it will be scrapped, considering that it will be operative during the period.

Residual value of an asset- the estimated value that the entity would obtain currently from the disposal of the asset, after deducting the estimated disposal costs, if the asset were already at an age and in a condition to be expected at the end of its useful life.

Independent variables–variables that provide a logical content to the establishment of the value of the property subject to the assessment.

Qualitative variables–variables than cannot be measured or counted, but only ordered or ranked, according to attributes inherent in the property (for example, standard of construction, state of

preservation and quality of the soil).

Quantitative variables–variables that can be measured or counted (for example, private area, number of bedrooms and parking spaces).

Key variables–variables that,a prioriand by tradition, are important for the establishment of a property value.

Dependent variable–variable intended to be explained in terms of the independent variables.

Dichotomous variable–variable that can assume only one of two values.

Flaw–anomaly that affects the performance of products or services, or makes them inadequate for the purposes intended, causing inconvenience or material loss to the consumer.

Remaining life–the remaining useful life of an asset.

Useful economic life- the period in which an asset is expected to be available for use, or the number of production or similar units which the entity expects to obtain from the asset.

Survey–on-site examination of the facts, through careful observation of a property and of the elements and conditions which it comprises or which influence it.

Best use of the property–the most economically appropriate use of a specific property taking into account its particular characteristics and its surroundings, respecting legal limitations.

WACC (Weighted Average Cost of Capital)- model in which the cost of capital is determined by the weighted average market value of the components of the capital structure (own and third-party).

APSIS

For more than 30 years Apsis has provided consulting services to various companies in Brazil, Latin America and Europe. It offers a range of integrated business management services which aim at measuring, managing and optimizing the equity of its clients, adding VALUE to their business. Offering flexible and personalized service, the consulting team is made up of experienced professionals who are highly qualified and up to date with changes in the market and in the law.

Apsis, the difference in winning big deals.

IFRS adoption of international standards

·Impairment testing–bringing Assets down to their Recoverable Value

·Purchase Price Allocation (PPA)

·Business Combinations

·Investment Properties

·Calculation of Useful Life and Residual Value

Company valuation

·Advisory services for Investors and Funds

·Best Use and Feasibility Studies for Business Undertakings

·Procurement of New Investors

·Justification of Goodwill (Internal Revenue and Accounting Pronouncements Committee (CPC) regulations)

·Mergers and Acquisitions (M & A)

·Company Restructuring (Corporate Law)

·Follow-up of Income and Economic Performance

Real Estate Business

·Real Estate Valuation and Market Research

·Renegotiation of Leases

·Real Estate Product Prospecting (Tenant Representation)

·Built-to-suit Properties

·Sale and Leaseback of Properties

Fixed Assets

·Fixed Asset Management

·Equity Outsourcing

·Calculation of Useful Life and Residual Value

·Inventory of assets and bar-code labeling

·Valuation for Insurance Purposes

Valuation of Brands and Other Intangible Assets

·Purchase Price Allocation (PPA)

·Allocation of Intangible Asset Values

·Software Valuation

Corporate Sustainability

The business world has entered an era of SUSTAINABLE DEVELOPMENT, based on the three pillars of EQUITY, ENVIRONMENT and SOCIETY, thus enhancing the perception, image and reputation of a company. Our action in this area is strategic, complementing equity and financial services with our new offerings, ENVIRONMENTAL MANAGEMENT and SOCIAL MANAGEMENT.

CLIENTS OF APSIS

A! BODYTECH
AÇÚCAR GUARANI (TEREOS FRANÇA)
ADVENT INTERNATIONAL
ALL–AMÉRICA LATINA LOGÍSTICA
ALIANSCE SHOPPING CENTERS
ANDRADE GUTIERREZ

ANGRA PARTNERS
ANHANGUERA EDUCACIONAL PARTICIPAÇÕES
AMBEV
ARCELOR MITTAL
AXXON GROUP
AYESA PROJETOS BRASIL (ESPANHA)
B2W–AMERICANAS.COM, SUBMARINO, SHOPTIME
BANCO BRADESCO
BANCO DO BRASIL
BANCO ITAÚ
BANCO PROSPER
BANCO SANTANDER
BANK OF AMERICA MERRILL LYNCH
BHG–BRAZIL HOSPITALITY GROUP
BHP BILLITON METAIS
BMA–BARBOSA, MÜSSNICH & ARAGÃO ADVOGADOS
BMF BOVESPA
BNDES
BORIS LERNER, FRAZÃO, GARCIA, MALVAR E CONSULTORES
BRASFELS
BRASIL FOODS (SADIA, PERDIGÃO)
BRASKEM
BR MALLS
BR PROPERTIES
BROOKFIELD INCORPORAÇÕES (BRASCAN)
BTG PACTUAL
BUNGE FERTILIZANTES
CAMIL ALIMENTOS
CARLYLE BRASIL
CASA & VIDEO
CASTRO BARROS SOBRAL GOMES ADVOGADOS
CAMARGO CORREA
CARREFOUR
CEG
CIELO
CLARO
COCA-COLA
COMITÊ OLÍMPICO BRASILEIRO–COB
CONTAX
CORSAN
COSAN
CREDICARD
CSM–CITTADINO SOARES MOTTA
CSN–COMPANHIA SIDERÚRGICA NACIONAL
CYRELA BRASIL REALTY
EBX–LLX LOGÍSTICA
EDP–ENERGIAS DO BRASIL
ELETROBRÁS

EMBRATEL
ENERGISA
ENDURANCE PARTNERS
ERNST & YOUNG
ESSO–EXXON MOBIL
ESTÁCIO PARTICIPAÇÕES
ESTALEIRO ALIANÇA
ETERNIT
FEMSA BRASIL
FGV–FUNDAÇÃO GETÚLIO VARGAS
FRESH START BAKERIES (EUA)
FURNAS CENTRAIS ELÉTRICAS
GAFISA
GENERAL ELETRIC DO BRASIL (GE)
GERDAU
GETNET
GOUVÊA VIEIRA ADVOGADOS
GP INVESTIMENTOS
HSBC BANK BRASIL
HYPERMARCAS
IBMEC EDUCACIONAL
IMC DO BRASIL
INTELIG TELECOM
IOCHPE MAXION
JBS
KRAFT FOODS
LAEP BRASIL CONSULTORIA
LAFARGE
LIGHT
LIQUIGÁS
LOBO & IBEAS ADVOGADOS
LOJAS RENNER
LORINVEST (LORENTZEN)
MAGNESITA
MARFRIG
MATTOS FILHO ADVOGADOS
MICHELIN
MITSUBISH
MPX ENERGIA
MULTIPLAN
NESTLÉ
OI TELEMAR
OWENS ILINOIS AMERICA LATINA
PÁTRIA INVESTIMENTOS
PETROBRAS
PINHEIRO NETO ADVOGADOS
PONTO FRIO (GLOBEX)
PREVI

PROCTER & GAMBLE
PSA PEUGEOT CITROEN
QUATTOR
REDE RECORD
REPSOL YPF
REXAM
RICHARDS (CIA DAS MARCAS)
RIO BRAVO
ROTSCHILD & SONS
SHV GÁS BRASIL
SOUZA, CESCON ADVOGADOS
TAURUS
TIM BRASIL
TOTVS
T4F
TRENCH, ROSSI E WATANABE ADVOGADOS
ULHÔA CANTO, REZENDE E GUERRA ADVOGADOS
ULTRAPAR PARTICIPAÇÕES
VALE
VEIRANO ADVOGADOS
VIVO
VOTORANTIM
WHEATON DO BRASIL
WHITE MARTINS
XAVIER, BERNARDES, BRAGANÇA ADVOGADOS

EXHIBIT III
TOTHE

MANAGEMENT PROPOSAL

VALUATION REPORT OFTHE EXCHANGERATIO

-3-

Contax Participações S.A. and Mobitel S.A.

Valuationreport for theincorporationof 100% of Mobitel S.A. shares by ContaxParticipaçõesS.A.

January 25^th, 2011

IMPORTANT DISCLAIMER:Thisdocumentis a freetranslationonly. Due to thecomplexitiesoflanguage translation, translationsare not always precise. The originaldocumentwaspreparedinPortugueseand in case of anydivergence, discrepancyordifference betweenthis version and thePortugueseversion, thePortugueseversion shall prevail. ThePortugueseversion is the only valid andcompleteversion and shall prevail for any and allpurposes.TheTranslationwas made by persons whose nativelanguageis not English,thereforethere is nowarrantyas to theaccuracy, reliabilityorcompletenessof anyinformation translatedand no one should rely on theaccuracy, reliabilityorcompletenessof suchinformation.There is noassuranceas to theaccuracy, reliabilityorcompletenessof thetranslation.Any person reading thistranslationand relying on it should do so at his or her own risk.


Index

SECTION 1	Executive Summary			02
SECTION 2	Information About the Evaluator			07
SECTION 3	Market and Companies' Overview			09
	3	.A	Market Overview	10
	3	.B	Contax Overview	13
	3	.C	Dedic GPTI Overview	19
SECTION 4	General Assumptions			25
SECTION 5	Contax Valuation			27
	5	.A	Discounted Cash Flow	28
	5	.B	Comparable Companies Trading Multiples	36
	5	.C	Accounting Book Value	38
	5	.D	Volume Weighted Average Price	40
SECTION 6	Dedic GPTI Valuation			43
	6	.A	Discounted Cash Flow	44
	6	.B	Comparable Companies Trading Multiples	53
	6	.C	Accounting Book Value	55

APPENDIX A	Companies' Weighted Average Cost of Capital (WACC)			57
APPENDIX B	Comparable Companies Trading Multiples			59
APPENDIX C	Description of Valuation Methodologies			62
APPENDIX D	Terms and Definitions Used in the Valuation Report			67
APPENDIX E	Additional Statements and Information			69

SECTION 1

Executive Summary

Introduction

This Valuation Report was prepared by Banco BTG Pactual S.A. (“BTG Pactual”), upon request by Contax Participações S.A.(“Contax”) for the purposes specified in Law n°6.404, dated December 15^th, 1976 (as amended) (“Lei das S.A.”), in connectionwith the incorporation of all Mobitel S.A. (“Dedic GPTI”) shares by Contax (“Transaction”).

Transaction Summary

§	In January 2011, Contax and Dedic GPTI executed an agreement for the incorporation of Dedic GPTI shares by Contax
	§	According to the agreement signed by both parties, Contax committed to, subject to a timeline foreseen in the agreement, to conduct all the necessary steps to submit a proposal for the incorporation of Dedic GPTI by Contax, subject to the terms established, making Dedic GPTI a subsidiary of Contax
§	As part of the agreement, Contax committed to take all steps, within the terms established by the agreement, envisaging:
	§	(i) the calling of a shareholders’ meeting change the Company’s Byelaws, in order to approve the constitution of an independent committee;
	§	(ii) the calling of a Board Meeting in order to indicate the members of such independent committee, which will evaluate and deliberate about the terms and conditions of such Incorporation
§	Additionally, Dedic GPTI signed in January 2011 a stock purchase agreement to acquire all Dedic GPTI shares held by Mr. Fábio Carlos Pereira (representing 12.5% of total shares issued by the company) for R$ 23 million

Contax Summary Valuation

Based on the fair economic value calculated using the discounted cash flow to firm methodology, the Contax ON shares’ valueranges from R$37.64 toR$40.30 per share and the Contax PN shares’ value ranges from R$37.59 to R$40.24 per share. Forfurther information on the valuation methodologies, please see Appendix C - Description of Valuation Methodologies, on page62 of this report


Fair Economic Value (Discounted Cash Flow)⁽¹⁾				Book Value
(R$ million, except price per share)				(R$ million, except price per share)
Perpetuity growth rate (US$ nominal terms)	1.50%	2.00%	2.50%
WACC (US$ nominal terms)	10.0%	10.0%	10.0%	Total assets	1,290.9
Enterprise value	$2,143	$2,217	$2,301	(-) Total liabilities	880.8
(-) (Net debt) net cash⁽²⁾	$90	$90	$90	(-) Minority interest	1.8
Equity value	$2,233	$2,307	$2,390	= Shareholders’ equity	408.3
Number of ON shares (million)⁽³⁾	22.7	22.7	22.7	Number of shares (million)⁽³⁾	59.4
Price per ON share (R$ / share)⁽⁴⁾	$37.64	$38.88	$40.30	R$/share	6.88
Number of PN shares (million)⁽³⁾	36.7	36.7	36.7
Price per PN share (R$ / share)⁽⁴⁾	$37.59	$38.84	$40.24
Fair Economic Value (Trading Multiples)				Volume Weighted Average Price
(R$ million, except multiples and value per share)		2011E	2012E
				12 months period prior to 12/31/2010
EBITDA		341.1	412.0	ON:R$29.59 /PN:R$25.29
EV/EBITDA Multiple⁽⁵⁾		6.7x	6.6x
Enterprise value		2,280.7	2,732.8	6 months period prior to 12/31/2010
(-) (Net debt) net cash⁽²⁾		89.7	89.7	ON:R$31.04/PN:R$26.61
Equity value		2,370.5	2,822.5
Number of shares (million)⁽³⁾		59.4	59.4	3 months period prior to 12/31/2010
R$/share		39.93	47.54	ON:R$31.16/PN:R$29.82


Source: Company, CVM, Economática and BTG Pactual.
Note:
1	As of December 31^st, 2010.
2	As of September 30^th, 2010.
3	Excludes treasury shares.
4	Assumes a ON/PN ratio based on the average spread of ON / PN shares, during the 60 days prior to December 31^st, 2010.
5	Considers the median of comparable companies trading multiples as of December 31^st, 2010. Source: Factset.

Dedic GPTI Summary Valuation

Based on the fair economic value calculated using the discounted cash flow to firm methodology, Dedic GPTI shares’ valueranges from R$1.38 to R$1.57 per share. For further information on the valuation methodologies, please see Appendix C -Description of Valuation Methodologies, on page 62 of this report


Fair Economic Value (Discounted Cash Flow)⁽¹⁾				Book Value

(R$ million, except price per share)				(R$ million, except price per share)
Perpetuity growth rate (US$ nominal terms)	1.50%	2.00%	2.50%	Total assets	486.3
WACC (US$ nominal terms)	10.0%	10.0%	10.0%	(-) Total liabilities	311.1
Enterprise value	$371	$383	$397	(-) Minority interest	0.0
(-) (Net debt) net cash⁽³⁾	($184)	($184)	($184)	= Shareholders’ Equity	175.2
Equity value	$187	$199	$213	Number of shares (million)⁽⁴⁾	154.9
Number of shares (million)⁽⁴⁾	135.5	135.5	135.5	R$/share	1.13
Price per share (R$ / share)	$1.38	$1.47	$1.57


Fair Economic Value (Trading Multiples)
(R$ million, except multiples and value per share)	2011E	2012E
EBITDA	84.7	95.9
EV/EBITDA Multiple⁽²⁾	6.7x	6.6x
Enterprise value	566.6	636.3
(-) (Net debt) net cash⁽³⁾	(183.9	(183.9
Equity value	382.7	452.4
Number of shares (million)⁽⁴⁾	135.5	135.5
R$/share	2.82	3.34


Source: Company, CVM, Economática and BTG Pactual.
1	As of December 31^st, 2010.
2	Considers the median of comparable companies trading multiples as of December 31st, 2010. Source: Factset.
3	As of August 31^st, 2010, plus R$23 million as per note 4 below.
4	Based on information provided by Dedic GPTI, we considered Dedic GPTI has acquired 19,359,874 shares held by Mr. Fábio Carlos Pereira for R$23 million. This total wasadded to the net debt as of August 31^st, 2010 for Dedic GPTI valuation.

Exchange Ratio Based on Discounted Cash Flow

Analysis of the exchange ratio based on the discounted cash flow to firm methodology


Contax				Dedic GPTI
(Fair economic value per share based on the discounted cash flow method⁽¹⁾. R$ million, except price per share)				(Fair economic value per share based on the discounted cash flow method⁽¹⁾. R$ million, except price per share)

Perpetuity growth rate (US$ nominal terms)	1.50%	2.00%	2.50%	Perpetuity growth rate (US$ nominal terms)	1.50%	2.00%	2.50%
WACC (US$ nominal terms)	10.0%	10.0%	10.0%	WACC (US$ nominal terms)	10.0%	10.0%	10.0%
Enterprise value	$2,143	2,217	$2,301	Enterprise value	$371	$383	$397
(-) (Net debt) net cash⁽²⁾	$90	$90	$90	(-) (Net debt) net cash ⁽⁵⁾	($184)	($184)	($184)
Equity value	$2,233	2,307	$2,390	Equity value	$187	$199	$213
Number of ON shares (million)⁽³⁾	22.7	22.7	22.7	Number of shares (million)	135.5	135.5	135.5
Price per ON share (R$ / share)⁽⁴⁾	$37.64	38.88	$40.30	Price per share (R$ / share)	$1.38	$1.47	$1.57
Number of PN shares (milhões)⁽³⁾	36.7	36.7	36.7
Price per PN share (R$ / share)⁽⁴⁾	$37.59	38.84	$40.24
				ON:0.03425595x PN:0.03429939x
				ON:0.03779068x PN:0.03783860X
				ON:0.04172383x PN:0.04177674X

Based on themethodologyandassumptions presentedtheexchangeratio rangebetweenContax and Dedic GPTI shares isbetween 0.03425595xand0.04172383xfor ON shares and0.03429939xand0.04177674xfor PN shares, based on thecomparisonof theindicativevalues per sharecalculatedfor bothCompaniesand the ratio ON/PN of Contax shares based on the VWAP of each class of share in the period of 60 days beforeDecember31^st, 2010


Source: Company, CVM, Economática and BTG Pactual.
1	As of December 31^st, 2010.
2	As of September 30^th, 2010.
3	Excludes treasury shares.
4	Assumes a ON/PN ratio based on the average spread of ON / PN shares, during the 60 days prior to December 31^st, 2010.
5	As of August 31st, 2010, plus R$23 million as per note 6 below.
6	Based on information provided by Dedic GPTI, we considered Dedic GPTI has acquired 19,359,874 shares held by Mr. Fábio Carlos Pereira for R$23 million. This total wasadded to the net debt as of August 31st, 2010 for Dedic GPTI valuation.

SECTION 2

Information About the Evaluator

As established in CVM Instruction No. 319, Banco BTG Pactual S.A. (“BTG Pactual”) represents that:

1.BTG Pactual holds nosecuritiesissued by ContaxParticipaçõesS.A.(CTAX3,CTAX4 andCTXNY),based on data as of January 17^th, 2011.

2.It has no direct or indirect interest in Contax, Dedic GPTI or in theTransaction,and there is no other relevantcircumstancethat may beconsidereda conflict of interest;

3.Thecontrolling shareholderormanagersof Contax and Dedic GPTI have notdirected,limited,hinderedorperformedany act thatadverselyaffected or may haveadverselyaffected the access to, use orknowledgeofinformation,assets,documentsor workmethodologiesrelevant for the quality of therespective conclusions;.

4.It has no conflict of interest that may in any way restrict its capacity to arrive at theconclusions independently presentedin thisValuationReport.

SECTION 3

Market and Companies' Overview

SECTION 3.A

Market and Companies' Overview

Market Overview

Brazilian Contact Center Market Overview

Brazilian Contact Center and Information Technology market presents several growth opportunities and benefits directly frompositive Brazilian macroeconomic perspectives

Revenue Evolution of the Brazilian Contact Center Market

(US$ billion)

The Brazilian Contact Center Market

	The Brazilian market presents a huge outsourcing potential
		Brazil is gaining importance in the global scenario and already represents 7.2% of the global market
		Growth should be driven by the increase in outsourcing of non-core activities by the industries that most demand contact center services (banking, telecom and retail)

Source: IDC andBRASCOM.

Brazilian Information Technology Market Overview

Brazilian Contact Center and Information Technology market presents several growth opportunities and benefits directly frompositive Brazilian macroeconomic perspectives

Revenue Evolution of the BrazilianInformation TechnologyMarket

(US$ billion; annual growth %)


The Brazilian Information Technology Market		Information Technology Market Revenues, by Country
The Brazilian IT sector benefits from the following aspects:
	The Brazilian IT sector combines technological expertise with anextensive knowledge of business processes for specific businesses,such as the financial sector
	Global trend to play an important role in IT infrastructure in LatinAmerica for multinational companies (ex. Unilever, Merck, Rhodia)

SECTION 3.B

Market and Companies' Overview

Contax Overview

Company Overview


Brief Overview

§Contax Participações S.A. is one of the largest companies in corporate services in Brazil, the market leader in contact center and collection and isexpanding its services portfolio to become the leading company in BPO (Business Process Outsourcing), specialized, in a comprehensive manner, inthe client relationship management (CRM)


§Currently, the largest portion of its activity is focused in the segments of Customer Services, Debt Collection, Telemarketing, Retention, Back-office,Technology Services and Trade Marketing

	§Contax has approximately 80 clients ans its business strategy is focused in the development of long term relationship with its clients, largecorporations of different sectors that use its services, such as telecomunication, financials, utilities, services, retail, among others

	§In September 2010, Contax had approximately 84 thousand employees distributed in 9 Brazilian states and in the Distrito Federal


Recent Events

§August 31^st, 2010: Contax announced the acquisition of Ability Comunicação Integrada Ltda. for a price that could reach a total of R$82,474,000.00.Ability is one of Brazil’s largest and best known companies in the Trade Marketing segment, which involves the promotion and sale of products andservices at points of sale, posting revenues of R$ 104 million and EBITDA of R$ 10 million in the year ended on December 31, 2009.


§December 17^th, 2010: Contax announced a change in its Executives Board. Mr. Michel Sarkis, Contax’s Chief Financial and Investor Relations Officerwill take over the position of Chief Executive Officer, previously held by Mr. James Meaney. Michel Sarkis is 41 years old and one of the first executiveofficers hired by Contax.

Contax Overview

Company Overview


Board of Directors and Executives Board
§Board of Directors	§Executives Board
-Fernando Antonio Pimentel Melo,Chairman	-Michel Neves Sarkis,Chief Executive, Chief Financial and Investor Relations Officer
-Pedro Jereissati,Member	- Eduardo Nunes de Noronha,Director
-Carlos Jereissati,Member	- Dimitrius Rogério de Oliveira,Director
-Cristina Anne Betts,Member
-Otavio Marques de Azevedo,Member
-Antonio Adriano Silva,Member
-Armando Galhardo Nunes Guerra Junior,Member
-Paulo Edgar Trapp,Member
-Marcel Cecchi Vieira,Member
-Sergio Francisco da Silva,Member
-Newton Carneiro da Cunha,Member
-Manuel Jeremias Leite Caldas,Member


Shareholder Structure

	Number of ON		Number of PN		Total Number of
	Shares	% of Total ON	Shares	% of Total PN	Shares	% of Total

CTX Participações S.A.	15,992,929	69.3%	3,880,666	10.6%	19,873,595	33.2%
Free float	6,694,875	29.0%	32,800,334	89.4%	39,495,209	66.1%
Treasury shares	401,796	1.7%	-	0.0%	401,796	0.7%

Total	23,089,600	100.0%	36,681,000	100.0%	59,770,600	100.0%

Contax Overview

Financial Statements: Income Statement


	Twelve months ended:			Nine months ended:
Income Statement	12/31/2007	12/31/2008	12/31/2009	09/30/2009	09/30/2010
(Values in R$ ‘000)

Gross revenue	1.475.488	1.916.115	2.335.252	1.703.692	1.898.011
Deductions	(109.673)	(141.387)	(174.233)	(127.472)	(138.451)

Net revenue	1.365.815	1.774.728	2.161.019	1.576.220	1.759.560
Cost of products sold / services rendered	(1.185.079)	(1.490.647)	(1.757.272)	(1.311.860)	(1.498.726)

Gross profit	180.736	284.081	403.747	264.360	260.834
Operating income / (expenses)	(106.031)	(138.213)	(195.126)	(144.719)	(136.403)
Selling	(23.986)	(28.488)	(27.709)	(21.143)	(19.051)
General and administrative	(62.920)	(91.049)	(138.586)	(102.599)	(98.433)
Financial	(3.546)	(50)	(15.391)	(12.021)	56
Other operating revenue / (expenses)	(15.579)	(18.626)	(13.440)	(8.956)	(18.975)

Operating result	74.705	145.868	208.621	119.641	124.431

Earnings before income taxes and social contribution	74.705	145.868	208.621	119.641	124.431
Income tax and social contribution	(24.450)	(51.370)	(70.998)	(40.559)	(51.920)
Deferred taxes	(2.881)	(2.086)	1.659	(2.385)	2.432

Minority interest	-	(3)	634	587	(366)

Net profit (losses)	47.374	92.409	139.916	77.284	74.577

Contax Overview

Financial Statements: Consolidated Balance Sheet


	Period ended:
ASSETS	12/31/2007	12/31/2008	12/31/2009	09/30/2010
(Values in R$ ‘000)
Current assets	374.248	524.083	578.322	565.023
Cash & cash equivalents	240.310	355.928	357.853	306.522
Credits (clients)	83.492	102.134	128.486	173.004
Other credits	1.371	-	-	-
Inventory	-	-	-	-
Others	49.075	66.021	91.983	85.497

Non-current assets	47.928	79.336	119.658	200.701
Deferred and recoverable taxes	17.574	25.346	26.917	39.832
Judicial deposits	17.787	35.338	53.382	81.823
Credits receivables	11.678	17.530	11.425	10.576
Financial investments	-	-	26.590	66.081
Other assets	889	1.122	1.344	2.389

Fixed assets	322.443	389.267	432.919	525.131
Investments	-	-	-	74.365
Plant, property & equipment	254.467	304.800	352.473	377.849
Intangible assets	67.976	84.467	80.446	72.917

Total Assets	744.619	992.686	1.130.899	1.290.855

Contax Overview

Financial Statements: Consolidated Balance Sheet


	Period ended:
LIABILITIES AND SHAREHOLDERS’ EQUITY	12/31/2007	12/31/2008	12/31/2009	09/30/2010
(Values in R$ ‘000)
Current liabilities	290.098	411.393	556.180	501.585
Short-term loans and financing	300	14.219	55.070	61.359
Debentures	-	-	-	-
Suppliers	72.466	76.847	77.033	69.933
Taxes payable	38.990	68.749	92.703	85.906
Dividend payable	14.271	51.364	92.190	3.192
Provisions	-	-	-	-
Related parties	-	-	-	-
Others	164.071	200.214	239.184	281.195

Long term liabilities	175.325	296.516	230.616	379.204
Long-term loans and financing	100.060	203.750	149.521	219.523
Debentures	-	-	-	-
Provisions	46.860	64.151	59.921	85.594
Related parties	-	-	-	-
Others	28.405	28.615	21.174	74.087

Minority interest	-	2.079	1.446	1.810

Shareholders’ Equity	279.196	282.698	342.657	408.256
Capital stock	223.873	223.873	223.873	223.873
Capital reserves	9.254	29	19.639	13.634
Income reserves	57.153	69.880	99.145	96.172
Accumulated profit / losses	(11.084)	(11.084)	-	74.577

Total Liabilities and Shareholders’ Equity	744.619	992.686	1.130.899	1.290.855

SECTION 3.C

Market and Companies' Overview

Dedic GPTI Overview

Company Overview


Brief Description
	§Founded in 2002, Dedic is currently one of the largest Brazilian contact center companies
		§Part of Grupo Portugal Telecom,
		§Serves clients from telecom, financials, utilities, services and other sectors
		§As of March 2010, Dedic acquired all shares issued by GPTI, one of the largest provider of Information Technology (IT) solutions and Business Process Outsourcing (BPO) in Brazil, creating DEDIC GPTI
	§GPTI: one of the largest providers of Information Technology solutions in the Brazilian market, offering a complete portfolio of solutions, which includes development of systems, network management and IT infrastructure, applications, training, business processing and IT and integrated practices (ITO and BPO).

Recent Events
	§February 8^th, 2010: Portugal Telecom announced the acquisition of 100% of GPTI SA (“GPTI”), a player with a large experience in the Information Systems (IS) and Information Technology (IT) services market in Brazil. The acquisition was concluded with the issuance of new shares by Dedic, a PT subsidiary which operates in the Brazilian contact center market.
	§March 2010: Dedic assumed full control of GPTI

Dedic GPTI Overview

Company Overview


Board of Directors and Executives Board
§Board of Directors	§Executives Board
-Shakhaf Wine,Chairman	-Paulo Neto Leite,Chief Executive Officer
-Fábio Carlos Pereira,Vice President	-André Halm Gomes Costa,Chief Financial Officer
-Paulo Luís Neto de Carvalho Leite,Member	-Renato Bufálo,Contact Center Administrative Director
-Fabiana Faé Vicente Rodrigues,Member	-Edson Moreno, IT Administrative Director


Shareholder Structure¹

Current			Post Transaction with Minority Shareholder

	Number of Shares	% of Total Capital		Number of Shares	% of Total Capital
Portugal Telecom Brasil S.A.	135,519,119	87.5%	Portugal Telecom Brasil S.A.	135,519,119	100.0%
Fabio Carlos Pereira	19,359,874	12.5%	Total	135,519,119	100.0%
Total	154,878,993	100.0%


Source: Company
1	Based on information provided by Dedic GPTI, we considered Dedic GPTI has acquired 19,359,874 shares held by Mr. Fábio Carlos Pereira for R$23 million. This total was added to the net debt as of August 31st, 2010 for Dedic GPTI valuation.

Dedic GPTI Overview

Financial Statements: Income Statement


	Twelve months period ended:			Eight months period ended:
Income Statement	12/31/2007	12/31/2008	12/31/2009	08/30/2010
(Values in R$ ‘000)

Gross revenue	290.715	331.353	434.315	417.404
Deductions	(21.048)	(23.506)	(32.755)	(30.532)

Net revenue	269.667	307.847	401.560	386.872
Cost of products sold / services rendered	(242.304)	(253.245)	(330.590)	(316.105)

Gross profit	27.363	54.602	70.970	70.767
Operating income / (expenses)	(29.642)	(43.593)	(57.725)	(63.569)
Selling	(4.467)	(3.046)	(2.925)	(4.223)
General and administrative	(25.175)	(40.450)	(55.504)	(59.396)
Equity interest	-	-	-	-
Other operating income / (expenses)	-	(97)	704	50

Earnings before financial result	(2.279)	11.009	13.245	7.198
Financial income	7.603	12.600	3.074	1.944
Financial expenses	(21.306)	(27.730)	(17.686)	(14.018)

Operating result	(15.982)	(4.121)	(1.367)	(4.876)
Non-operating result	(923)	-	-	-

Earnings before income tax and social contribution	(16.905)	(4.121)	(1.367)	(4.876)
Income tax and social contribution	(761)	(912)	-	(35)
Deferred income tax and social contribution	8.015	15.772	(2.106)	1.687

Net profit (loss)	(9.651)	10.739	(3.473)	(3.224)

Dedic GPTI Overview

Financial Statements: Consolidated Balance Sheet


	Period ended:
ASSETS	12/31/2007	12/31/2008	12/31/2009	08/31/2010
(Values in R$ ‘000)
Current assets	51.279	58.194	67.463	165.650
Cash & cash equivalents	22.654	4.524	3.169	15.746
Credits (clients)	18.003	41.819	49.628	127.768
Recoverable taxes	4.335	4.518	5.077	8.843
Deferred taxes	1.811	3.332	853	-
Prepaid expenses	25	681	2.298	8.345
Other credits	4.451	3.320	6.438	4.948

Non-current assets	23.403	39.792	46.534	49.583
Judicial deposits	1.941	4.181	6.245	8.630
Recoverable taxes	2.368	2.266	6.570	4.694
Deferred taxes	19.094	33.345	33.719	36.259

Fixed assets	49.411	88.054	112.261	271.028
Plant, properties and equipment	49.078	68.797	88.571	108.715
Intangible assets	-	19.257	23.691	162.313
Deferred assets	333	-	-	-

Total Assets	124.093	186.040	226.258	486.261

Dedic GPTI Overview

Financial Statements: Consolidated Balance Sheet


	Period ended:
LIABILITIES AND SHAREHOLDERS’ EQUITY	12/31/2007	12/31/2008	12/31/2009	08/31/2010
(Values in R$ ‘000)
Current liabilities	52.243	79.920	91.997	143.500
Short-term loans and financing	12.580	2.771	353	15.475
Suppliers	6.688	21.118	12.612	20.556
Taxes recoverable	2.043	3.189	4.159	7.268
Installment payment of taxes	780	981	916	2.831
Wages, provisions and social contributions	23.345	29.213	39.163	70.991
Advances from clients	-	-	-	1.513
Other liabilities	-	-	-	340
Related companies	6.807	22.648	34.794	24.526

Long-term liabilities	81.140	104.671	83.208	167.604
Long-term loans and financing	56.606	60.383	-	-
Suppliers	-	2.917	8.439	6.904
Contingencies provisions	13.459	14.423	11.899	18.913
Installment payment of taxes	5.075	4.014	4.600	9.347
Related companies	6.000	22.934	58.270	132.440

Shareholders’ Equity	(9.290)	1.449	51.053	175.157
Capital stock	87.928	87.928	141.005	262.487
Capital reserves	-	-	-	5.846
Accumulated profit / losses	(97.218)	(86.479)	(89.952)	(93.176)

Total Liabilities and Shareholders’ Equity	124.093	186.040	226.258	486.261

SECTION 4

General Assumptions

Macroeconomic Assumptions

The macroeconomic assumptions reflect Banco Central’s Focus report estimates as of December 31^st2010, except otherwise indicated


Macroeconomic Assumptions	2010E	2011E	2012E	2013E	2014E	2015E	2016E	2017E	2018E	2019E	2020E

Gross Domestic Product
GDP Real Growth	7.6%	4.5%	4.5%	4.6%	4.7%	4.7%	4.7%	4.7%	4.7%	4.7%	4.7%

Inflation
IPCA	5.9%	5.4%	4.7%	4.5%	4.5%	4.5%	4.5%	4.5%	4.5%	4.5%	4.5%
IGPM	11.3%	5.7%	4.7%	4.6%	4.6%	4.3%	4.3%	4.3%	4.3%	4.3%	4.3%
U.S. Inflation (CPI)⁽¹⁾	1.5%	1.0%	1.9%	2.5%	2.8%	2.8%	2.8%	2.8%	2.8%	2.8%	2.8%

FX rates
R$/US$ FX rate – Average	1.76	1.73	1.80	1.85	1.89	1.92	1.95	1.98	2.01	2.05	2.08
R$/US$ FX rate – End of period	1.67	1.75	1.82	1.86	1.90	1.93	1.96	2.00	2.03	2.06	2.10

Interest rate
Average SELIC	9.9%	12.1%	11.3%	10.5%	10.0%	9.8%	9.8%	9.8%	9.8%	9.8%	9.8%

Since Focus estimates are published for the next 5 years, following the sixth year the estimates were maintained constant at the same levels of the fifth year,

except for FX rates, which were adjusted to reflect the maintenance of the purchase power parity between Brazil and U.S. currencies


Source: Banco Central’s Focus report as of December 31^st2010
Notes:
1	Source: Economist Intelligence Unit, as of December 31^st2010

SECTION 5

Contax Valuation

SECTION 5.A

Contax Valuation

Discounted Cash Flow

General Considerations on the Valuation

BTG Pactual evaluated Contax based on the discounted cash flow to firm ("FCFF") methodology


Valuation Methodology
	§Unlevered cash flow method
	-	Projection of unlevered cash flows
	-	Cash flows are discounted by company’s weighted average cost of capital (WACC), when calculating its present value


Information Sources
	§BTG Pactual used, for the purposes of the valuation, the operating and financial projections provided and / or discussed with Contax management, in R$ nominal terms


Currency
	§Projection in R$, in nominal terms
	§The unlevered cash flow is converted yearly into US$ before it is discounted


Discounted cash flow
	§Data base: December 31^st2010; cash flows are discounted to present value to December 31^st2010
	§Projections horizon: 2011 to 2020
	§Assumes cash flows are generated over the year (“mid-year convention”)
	§Discounted cash flows are in US$, in nominal terms

Main Assumptions

BTG Pactual considered, for purposes of the calculation of the fair economic value, operating and financial estimates supplied and/or discussed with Contax management team


Macroeconomic		§Banco Central’s Focus report dated December 31^st, 2010 and Economist Intelligence Unit dated December 31st, 2010

Revenue growth		§2011 growth was based in the expected growth in volume on existing clients and in new services and clients currently in Company’s commercial pipeline
		§Revenues from 2012 to 2014 were estimated based on expected market growth for each business
		§Revenues from 2015 to 2020 assume a 5.0% y.o.y. growth in nominal terms, based on Company’s estimates

Operating costs and expenses⁽¹⁾		§Assumes a slight decrease in EBITDA margin in 2010 and 2011, mainly due to specific factors that generated lower productivity in operations
		§After 2012 Company expects margins recovery, given new initiatives to increase productivity in main clients
		§After 2012 Company expects stable margins, with limited efficiency gains in the long-term

Investments		§Projected based on the ammount needed to restore the assets depreciation and to meet Company’s growing need for operating infrastructure each year
Investments		§In 2011 larger investments are expected in the replacement of a relevant technology platform and transfer of operations to the Northeast

Working capital
		§According to Company’s estimates, based on historical days receivable and payable


Terminal value		§Gordon perpetuity growth model⁽²⁾, in 2020
Terminal value		§Assumes perpetuity growth rate ranges from 1.5% to 2.5% in US$ nominal terms

Discount rate		§Calculated based on: (i) Contax de-levered beta, (ii) target capital structure based on discussions with Company’s management team, (iii) country risk and (iv) equity market risk premium⁽³⁾


Note:
1	Costs herein contemplated were projected without considering depreciation and amortization expenses.
2	Estimated based on the free cash flow of the last projection year, increased by the growth expectancy, using the Constant Growth Model or Gordon Model as per the equation demonstrated in Appendix C.
3	Long-term equity market risk premium estimated on historical basis. Source: 2009 Ibbotson report.

Operating and Financial Summary Projections

Net Revenues and Gross Profit

Net Revenues (R$ million)

CAGR (2010E-2020E): 6.6%

Gross Profit (R$ million) and Gross Margin¹

CAGR (2010E-2020E): 6.6%

Note:

1) Excludes depreciation and amortization expenses.

Operating and Financial Summary Projections

Operating Costs

Operating Costs (R$ million)

CAGR (2010E-2020E): 6.6%

Operating Costs Composition (% of Total)

Note: figures exclude depreciation and amortization expenses.

Operating and Financial Summary Projections

Operating Expenses and EBITDA

Operating Expenses (R$ million) and % of Net Revenues

EBITDA (R$ million) and EBITDA Margin

Note: figures exclude depreciation and amortization expenses.

Operating and Financial Summary Projections

Investments and Depreciation

Investments (R$ million)

Depreciation and Amortization (R$ million)

Valuation

Discounted Cash Flow

Free Cash Flow to Firm (R$ million, except otherwise indicated)


	2011E	2012E	2013E	2014E	2015E	2016E	2017E	2018E	2019E	2020E	Perpetuity

Earnings before interest and taxes (EBIT)	236	290	301	310	308	307	312	369	411	427	427
(-) Taxes	(80)	(99)	(102)	(105)	(105)	(104)	(106)	(126)	(140)	(145)	(145)
Net operating profit after taxes (NOPAT)	156	191	199	205	204	203	206	244	271	282	282
(+) Depreciation and amortization	105	122	146	170	196	223	245	215	202	217	217
(+/-) Working capital variation	18	18	18	17	12	13	14	14	15	16	16
(-) Investments	(313)	(126)	(177)	(186)	(193)	(199)	(205)	(211)	(221)	(232)	(232)

Free cash flow to firm (R$ mm)	(34)	206	185	206	219	240	259	262	267	282	282
Free cash flow to firm (US$ mm)	(20)	114	100	109	114	123	131	130	131	136	136

Fair Economic Value based on the Discounted Cash Flow to Firm Methodology

The fair economic value range of Contax shares calculated based on the discounted cash flow methodology, as of 12/31/2010, is from R$37.64 to R$40.30 per ON share and from R$37.59 to R$40.24 per PN share⁽¹⁾


Perpetuity growth rate (US$ nominal terms)	1.50%	1.75%	2.00%	2.25%	2.50%
WACC (US$ nominal terms)	10.0%	10.0%	10.0%	10.0%	10.0%
Enterprise value (R$ million)	$2,143	$2,179	$2,217	$2,258	$2,301
(-) (Net debt) net cash (R$ million)	$90	$90	$90	$90	$90
Equity value (R$ million)	$2,233	$2,269	$2,307	$2,347	$2,390
Number of ON shares (million)	22.7	22.7	22.7	22.7	22.7
Price per ON share (R$ / share)	$37.64	$38.24	$38.88	$39.57	$40.30
Number of PN shares (million)	36.7	36.7	36.7	36.7	36.7
Price per PN share (R$ / share)	$37.59	$38.20	$38.84	$39.52	$40.24
Ratio ON / PN share price⁽²⁾	1.001	1.001	1.001	1.001	1.001


Source: Company, financial statements as of 09/30/2010 and BTG Pactual
1	Assumes a range in perpetuity growth rate from 1.5% to 2.5% in US$ nominal terms
2	Assumes a ON/PN ratio based on the average spread of ON / PN shares, based on the VWAP during the 60 days prior to December 31^st, 2010.

SECTION 5.B

Contax Valuation

Comparable Companies Trading Multiples

The value of Contax share price ranges from R$39.93 to R$47.54 per share, based on comparable companies 2011 and 2012 EV/EBITDA trading multiples


Fair economic value based on the comparable companies trading multiples method
(R$ million, except price per share)
	2011E	2012E
EBITDA	341.1	412.0
EV/EBITDA Multiple⁽¹⁾	6.7x	6.6x
Enterprise value	2,280.7	2,732.8
(-) (Net debt) net cash⁽²⁾	89.7	89.7
Equity value	2,370.5	2,822.5
Number of shares (million)⁽³⁾	59.4	59.4
R$/share	39.93	47.54


Source: Company and BTG Pactual
Note:
1	Considers the median of trading multiples of comparable companies as of December 31^st2010. Details on the calculation of negotiation multiples is detailed in Appendix B - Comparable Companies Trading Multiples, page 60 of this report. Source: Factset.
2	As of September 30^th2010.
3	Excludes treasury shares.

SECTION 5.C

Contax Valuation

Accounting Book Value

Contax value is R$6.88 per share, based on its accounting book value


Book Value
As of September 30^th2010
(R$ million, except otherwise indicated)

Total assets	1,290.9
(-) Total liabilities	880.8
(-) Minority interest	1.8
= Shareholders’ equity	408.3

Number of shares (million)⁽¹⁾	59.4

R$/share	6.88


Source: CVM and Company.
Note:
1	Excludes treasury shares

SECTION 5.D

Contax Valuation

Volume Weighted Average Price

Price evolution of Contax shares negotiated in the BOVESPA

(Price in R$ per share and volume in R$ million)


ON Shares (CTAX3)		PN Shares (CTAX4)

Source: CVM and Economática, as of Decemeber 31^st2010. Prices are adjusted for dividends and corporate events.

Note: number of shares excludes treasury shares.

Volume Weighted Average Price

Volume weighted average price of Contax shares negotiated in the BOVESPA

(R$, except otherwise indicated)


	ON Shares	PN Shares	Total Shares
12 months prior to 12-31-10 (included)
VWAP	29.594	25.292
Number of shares (million)	22.7	36.7	59.4
Market value (R$ million)	671.4	927.7	1,599.1

6 months prior to 12-31-10 (included)
VWAP	31.042	26.607
Number of shares (million)	22.7	36.7	59.4
Market value (R$ million)	704.3	976.0	1,680.2

3 months prior to 12-31-10 (included)
VWAP	31.164	29.817
Number of shares (million)	22.7	36.7	59.4
Market value (R$ million)	707.1	1,093.7	1,800.8

2 months prior to 12-31-10 (included)
VWAP	31.036	30.997
Number of shares (million)	22.7	36.7	59.4
Market value (R$ million)	704.1	1,137.0	1,841.1

1 month prior to 12-31-10 (included)
VWAP	30.663	31.136
Number of shares (million)	22.7	36.7	59.4
Market value (R$ million)	695.7	1,142.1	1,837.8


Source:	CVM and Economática, as of December 31^st2010. Prices are adjusted for dividends and corporate events.
Note:
(1)	Number of shares excludes treasury shares
(2)	VWAP of ON and PN shares, calculated based on the market value divided by total shares

SECTION 6

Dedic GPTI Valuation

SECTION 6.A

Dedic GPTI Valuation

Discounted Cash Flow

General Considerations on the Valuation

BTG Pactual evaluated Dedic GPTI based on the discounted cash flow to firm ("FCFF") methodology


Valuation Methodology
	§Unlevered cash flow method
	-	Projection of unlevered cash flows
	-	Cash flows are discounted by company’s weighted average cost of capital (WACC), when calculating its present value


Information Sources
	§BTG Pactual used, for the purposes of the valuation, the operating and financial projections provided and / or discussed with companies’ management teams, in R$ nominal terms


Currency
	§Projection in R$, in nominal terms
	§The unlevered cash flow is converted yearly into US$ before it is discounted


Discounted cash flow
	§Data base: December 31^st2010; cash flows are discounted to present value to December 31^st2010
	§Projections horizon: 2011 to 2020
	§Assumes cash flows are generated over the year (“mid-year convention”)
	§Discounted cash flows are in US$, in nominal terms

Main Assumptions

BTG Pactual considered, for purposes of the calculation of the fair economic value, operating and financial estimates supplied and/or discussed with Dedic GPTI management teams


Macroeconomic	§Banco Central’s Focus report dated December 31^st, 2010 and Economist Intelligence Unit dated December 31st, 2010

Revenue growth	§Dedic:
		§Projections based on Company’s pipeline for 2011 and market growth for 2012, 2013 and 2014
		§Revenues from 2015 to 2020 assume 5% y.o.y. growth rate in nominal terms
		§Revenue / Service Station (“PA”) grows according to inflation y.o.y.
		§Assumes an important contract cancellation at the end of 2012
	§GPTI:
		§Projections based on Company’s pipeline, market growth and growth with cross-selling of products

Operating costs and expenses⁽¹⁾	§Dedic:
		§Gross margin gains deriving from higher operating efficiency and consequently reduction of the average number of employees per service station (PA)
		§Higher operating efficiency throughout the projection period
	§GPTI:
		§Gross margin evolution according to efficiency gains and change in mix
		§Gains with dilution of operating expenses

Investments	§Dedic: expansion investments realized one year in advance (R$20.6 thousand per new PA) and maintenance investments based on the number of PAs in the previous year (R$3.2 thousand per existing PA)
Investments	§GPTI: investments projected based on the needs per service line

Working capital	§According to Company’s estimates, based on historical days receivable and payable for both Dedic and GPTI

Terminal value	§Gordon perpetuity growth model⁽²⁾, in 2020
Terminal value	§Assumes perpetuity growth rate ranges from 1.5% to 2.5% in US$ nominal terms

Discount rate	§Calculated based on: (i) Dedic GPTI de-levered beta, (ii) target capital structure based on discussions with Companies’ management teams, (iii) country risk and (iv) equity market risk premium⁽³⁾


Note:
1	Costs herein contemplated were projected without considering depreciation and amortization expenses.
2	Estimated based on the free cash flow of the last projection year, increased by the growth expectancy, using the Constant Growth Model or Gordon Model as per the equation demonstrated in Appendix C.
3	Long-term equity market risk premium estimated on historical basis. Source: 2009 Ibbotson report.

Operating and Financial Summary Projections

Revenue and Costs

Net Revenue (R$ million)

Operating Costs (R$ million)¹

Note: assumes an important contract cancellation at the end of 2012.

1) Excludes depreciation and amortization expenses.

Operating and Financial Summary Projections

Gross Profit and Gross Margin

Gross Profit (R$ million)

Gross Margin (% of Net Revenue)

Note: assumes an important contract cancellation at the end of 2012.

Figures exclude depreciation and amortization expenses.

Operating and Financial Summary Projections

Operating Expenses and % of Net Revenue

Operating Expenses (R$ million)

Operating Expenses (% of Net Revenue)

Note: assumes an important contract cancellation at the end of 2012.

Figures exclude depreciation and amortization expenses.

Operating and Financial Summary Projections

EBITDA and EBITDA Margin

EBITDA (R$ million)

EBITDA Margin

Note: assumes an important contract cancellation at the end of 2012.

Operating and Financial Summary Projections

Investments and Depreciation

Investments (R$ million)

Depreciation and Amortization⁽¹⁾(R$ million)


Note: assumes an important contract cancellation at the end of 2012.
1	Considers the amortization of the goodwill from GPTI acquisition in 5 years.

Valuation

Discounted Cash Flow



	2011E	2012E	2013E	2014E	2015E	2016E	2017E	2018E	2019E	2020E	Perpetuity

Earnings before interest and taxes (EBIT)	26	2⁽¹⁾	12	25	42	69	71	76	83	91	91
(-) Taxes	(9)	(7)	(8)	(9)	(14)	(23)	(24)	(26)	(28)	(31)	(31)
Net operating profit after taxes (NOPAT)	17	(5)	4	16	27	46	47	50	55	60	60
(+) Depreciation and amortization	59	65	59	59	49	29	34	36	37	37	37
(+/-) Working capital variation	(24)	(11)	18	(12)	(6)	(6)	(7)	(7)	(7)	(8)	(8)
(-) Investments	(35)	(14)⁽²⁾	(41)	(30)	(34)	(36)	(38)	(40)	(42)	(44)	(44)

Free cash flow to firm (R$ mm)	17	34	41	32	37	32	36	40	43	46	46
Free cash flow to firm (US$ mm)	10	19	22	17	19	16	18	20	21	22	22
Fair Economic Value based on the Discounted Cash Flow to Firm Methodology
The fair economic value of Dedic GPTI shares calculated based on the discounted cash flow methodology, as of 12/31/2010 ranges from R$1.38 to R$1.57 per share⁽³⁾
Perpetuity growth rate (US$ nominal terms)	1.50%			1.75%		2.00%		2.25%			2.50%
WACC (US$ nominal terms)	10.0%			10.0%		10.0%		10.0%			10.0%
Enterprise value (R$ million)	$371			$377		$383		$390			$397
(-) (Net debt) net cash (R$ million)⁽⁴⁾	($184)			($184)		($184)		($184)			($184)
Equity value (R$ million)	$187			$193		$199		$206			$213
Number of shares (million)	135.5			135.5		135.5		135.5			135.5
Price per share (R$ / share)	$1.38			$1.42		$1.47		$1.52			$1.57


Source: Company, financial statements as of 08/30/2010 and BTG Pactual. Note: assumes an important contract cancellation at the end of 2012.
1	Considers approximately R$29 million in non-recurring expenses with cancellation costs of an important contract at the end of 2012.
2	Considers approximately R$29 milllion of asset sale (at cost) as a result of the cancellation of an important contrat at the end of 2012.
3	Assumes a range in perpetuity growth rate from 1.5% to 2.5% in US$ nominal terms.
4	As of August 31^st2010, plus R$23 milllion as per note below.
5	Based on information provided by Dedic GPTI, we considered Dedic GPTI has acquired 19,359,874 shares held by Mr. Fábio Carlos Pereira for R$23 million. This total was added to the net debt as of August 31st, 2010 for Dedic GPTI valuation.

SECTION 6.B

Dedic GPTI Valuation

Comparable Companies Trading Multiples

The value of Dedic GPTI share price ranges from R$2.82 to R$3.34 per share, based on comparable companies 2011 and 2012 EV/EBITDA trading multiples


Fair economic value based on the comparable companies trading multiples method
(R$ million, except price per share)
	2011E	2012E
EBITDA	84.7	95.9
EV/EBITDA Multiple⁽¹⁾	6.7x	6.6x
Enterprise value	566.6	636.3
(-) (Net debt) net cash⁽²⁾	(183.9)	(183.9)
Equity value	382.7	452.4
Number of shares (million)	135.5	135.5
R$/share	2.82	3.34


Source: Company and BTG Pactual
1	Considers the median of trading multiples of comparable companies as of December 31^st2010. Details on the calculation of negotiation multiples is detailed in Appendix B - Comparable Companies Trading Multiples, page 60 of this report. Source: Factset.
2	As of August 31^st2010, plus R$23 milllion as per note below.
3	Based on information provided by Dedic GPTI, we considered Dedic GPTI has acquired 19,359,874 shares held by Mr. Fábio Carlos Pereira for R$23 million. This total was added to the net debt as of August 31st, 2010 for Dedic GPTI valuation.

SECTION 6.C

Dedic GPTI Valuation

Accounting Book Value

Contax value is R$6.88 per share, based on its accounting book value


Book Value
As of September 30^th2010
(R$ million, except otherwise indicated)

Total assets	1,290.9
(-) Total liabilities	880.8
(-) Minority interest	1.8
= Shareholders’ equity	408.3

Number of shares (million)⁽¹⁾	59.4

R$/share	6.88


Source: CVM and Company.
Note:
1	Excludes treasury shares

Accounting Book Value

Dedic GPTI value is R$1.13 per share, based on its accounting book value


Book Value
As of August 31^st2010
(R$ million, except otherwise indicated)

Total assets	486.3
(-) Total liabilities	311.1
(-) Minority interest	0.0
= Shareholders’ equity	175.2

Number of shares (million)	154.9

R$/share	1.13


Source: Company.
Note
1	.	Book value as of August 31^st2010, before the transaction between the Company and Mr. Fábio Carlos Pereira

APPENDIX A

Companies' Weighted Average Cost of Capital (WACC)


Companies' Weighted Average Cost of Capital (WACC)

Beta Analysis
Companies in the Sector	Price per Share (Local Currency)	# of Shares (million)	Market Value (Local Cy million)	Net Debt (Local Cy million)	Debt/ Market Value (%)	Tax Rate (%)	Leverage Factor⁽¹⁾	Leveraged Beta⁽²⁾	Unlevered Beta⁽³⁾
Contax Participacoes Sa	32.0	59.4	1,899.2	(91.7)	0.0%	34.0%	1.00	0.43	0.43
Teleperformance	25.6	56.5	1,448.4	(40.8)	0.0%	33.3%	1.00	0.63	0.63
Convergys Corporation	13.8	121.8	1,675.2	36.9	2.2%	40.0%	1.01	1.35	1.33
Sykes Enterprises, Incorporated	19.9	46.9	931.9	(206.1)	0.0%	40.0%	1.00	0.98	0.98
TeleTech Holdings Inc.	20.7	59.1	1,224.9	(156.8)	0.0%	40.0%	1.00	0.95	0.95
Telegate AG	7.6	21.2	161.4	(57.9)	0.0%	29.4%	1.00	0.47	0.47
TIVIT Terceirização de Tecnologia e Serviços S/A	19.2	89.0	1,708.6	120.5	7.1%	34.0%	1.05	0.47	0.45
Average									0.75


Weighted Average Cost of Capital (WACC)
Cost of Equity - Ke (US$ in nominal terms)		Weighted Average Cost of Capital (WACC, US$ in nominal terms)
U.S. risk free rate (Rf)⁽⁴⁾	3.2%	Pre tax cost of debt (US$ in nominal terms)	10.0%
Country risk premium⁽⁵⁾	2.0%	Post tax cost of debt (US$ in nominal terms)	6.6%
Risk premium expected for the equity market (PRm)⁽⁶⁾	6.5%
Unlevered beta	0.75	Target Debt / (Debt + Equity)	30.0%
Tax rate	34.0%	Target Equity / (Debt + Equity)	70.0%
Targe capital structure (Debt / Equity)	30.0%
Leveraging factor	1.28	Weighted Average Cost of Capital (WACC, US$ in nominal terms)⁽⁹⁾	10.0%
“Re-levered“ beta⁽⁷⁾	0.96
Cost of Equity - Ke (US$ in nominal terms)⁽⁸⁾	11.5%


Source: Bloomberg and Capital IQ as of December 31^st2010.
Notes:
1	Leveraging factor = (1+((1- marginal tax rate) * % debt / equity).
2	Levered beta: result from regression analysis based on share price and the benchmark index in the last 104 weeks. Source: Capital IQ.
3	Unlevered beta = Levered beta / Leveraging factor.
4	U.S. risk free rate is calculated based on teh average return of U.S. 10-year treasury bond over the last 12 months ended December 31^st2010.
5	Country risk premium (CPR) calculated based in the average of EMBI+ Brasil in the last 12 months ended December 31^st2010.
6	Long term equity market risk premium estimated based on historial data. Source: 2009 Ibbotson report.
7	“Re-levered” beta: (Unlevered Beta * Leveraging factor).
8	Cost of equity (Ke) = U.S. risk free rate + “re-levered” beta * (equity market risk premium) + country risk premium.
9	Weighted average cost of capital (WACC) = post tax cost of debt * [debt /(debt + equity)] + cost of equity * [equity / (debt + equity)].

APPENDIX B

Comparable Companies Trading Multiples


				EV / EBITDA
In USD million, except price per share	Price per Share (US$)	Market Value	Enterprise Value	2011E	2012E

Convergys Corp.	13.75	1,675.2	1,903.7	6.5x	6.0x
Sykes Enterprises Inc.	19.89	931.9	728.5	5.6x	7.0x
Teletech Holdings Inc.	20.72	1,224.9	1,071.1	6.8x	6.6x
Tivit Terceirizacao de Processos Servicos e Tecnologia S/A	11.43	1,016.9	1,088.0	7.0x	n.d.

			Average	6.5x	6.5x
			Median	6.7x	6.6x

Source: Factset, as of December 31^st2010. Estimates based on market consensus

Description of the Comparable Companies

To evaluate the companies based on comparable companies trading multiples, it was used as reference Brazilian andinternational comparable companies


Convergys Corp.
•	North American company focusedon payables outsourcing and services and solutions management.


Sykes Enterprises Inc
•	North American company focused on IT outsourcing


TeleTech Holdings Inc
•	TeleTech offers outsourcing services around the World. The company operates mainly in two segments: (i) client management; and (ii) Marketing
•	Database Marketing and Consultancy

Tivit
•	Tivit is one of the first Brazilian companies to offer integrated services of IT, Systems and BPO -Business Process Outsourcing

APPENDIX C

Description of Valuation Methodologies

Valuation Model Structure

Method for the construction of the Free Cash Flow to Firm (FCFF)

WACC Calculation

WACC wascalculatedwith thecombinationof cost of equity (K_e) and cost of debt (K_d)estimatedfor thecompanyunderanalysis, consideringa target capitalstructure

K_ewas estimated by the evaluator based on the CAPM - Capital Asset Pricing Model, adjusted for country’s risk
K_dwas estimated by the evaluator considering the credit risk and debt capital markets current dynamics

Constant Growth Model or Gordon Model

The Constant Growth Model or Gordon Model was used when calculating the perpetuity


			• FCF(n):	Free cash flow in the last projected year
		FCF(n) x (1+g) WACC - g
Perpetuity	=		• “g”:	Constant perpetuity growth rate of cash flows during the period after projections

			• WACC:	Weighted average cost of capital using company’s target capital structure

Comparable Companies Trading Multiples

Assesses the company’s value based on market multiples of other publicly traded companies with similar financial andoperating characteristics

	Once the universe ofcomparable companies is selected, company’s implied firm and equity values are calculated by multiplying its metrics (eg net income, EBITDA) by the respective multiples of the universe of comparables

	The value of comparable companies typically do not incorporate control premiums reflected in mergers and acquisitions transactions involving comparable companies

	The key element in the comparable companies analysis is to identify the comparability and relevance

		A good comparable is the one thathas operating and financial characteristics similar to the company under evaluation

		Examples of operating characteristics: industry expertise, products, markets, customers, seasonality and cyclicality

		Examples of financial characteristics: size, leverage, shareholder base, growth and margins

APPENDIX D

Terms and Definitions Used in the Valuation Report

Beta:index that measures the non-diversifiable risk of a stock. Beta measures the relationship between the return of a stock and the marketreturn. Thus, the risk premium will always be multiplied by this coefficient, demanding a higher premium for risk the higher is the change in stockprices versus market return
Call center / contact center:service centers designed to connect with consumers in an active (connection made from the company to thecustomer) or receptive (from the client to the company), using telephone or other communication channels. Contact center is the broader term,which includes contact by email, fax, chat and voice over IP, for example.
Capex:capital expenditures, or maintenance and/or capacity expansion investments
CAPM:capital asset pricing model
EBIT:earnings before interest and taxes
EBITDA:earnings before interest, taxes, depreciation and amortization
FCFF:free cash flow to firm
LTM:last twelve months
NOPAT:net operating profit after taxes
PA:position or service station. It consists of the physical installation (desk, computer, telephones, etc.) used by call center operators.
Spread:price ratio among two different stocks.
VWAP:volume weighted average price
WACC:weighted average cost of capital

APPENDIX E

Additional Statements and Information

ThisValuationReport waspreparedby Banco BTG Pactual S.A. under thesolicitationof ContaxParticipaçõesS.A.(“Contax”),in the context of aincorporationof the total shares issued by Mobitel S.A. (“Dedic GPTI”) by Contax(“Transaction”),for which BTG Pactual was hired toevaluatethe shares of Contax and Dedic GPTI,accordingto the Law 6.404, ofDecember15, 1976 andInstructionCVM 319, ofDecember3, 1999.

The BTG Pactual states that theinformation presentedherein are updated in relation to the limit date of January 25^th2011.

The BTG Pactualhighlightsthat its services does not includeadvisementof any nature, such as Legal orAccounting.The content of this material is not and shall not beconsidereda promise or aguaranteein relation to the past or future, neither beconsidereda pricerecommendationfor theTransaction.

The BTG Pactualhighlightsthat theValuationof thecompanieswas made in asegregatedmanner,disregardingpossible impacts related to theTransaction,anddisregardingpossiblesynergies positivesornegativescreated by thecombinationwith Contax.

Theinformation obtainedby BTG Pactual from public sources or from sources that to the best of BTGPactual’s knowledgewasconsidered trustable,has beenincludingfinancialstatementsmadeavailableonSeptember30^th, 2010regardingContax and August 31^st, 2010regardingDedic GPTI, which was audited by theindependentauditors of theCompanies.Delloitte ToucheTohmatsuin both cases. The BTG Pactual hasobtained informationfrom public sources which wasconsidered trustable, howeverthe BTG Pactual didn’t make anindependent verificationof suchinformationand ofinformation receivedfrom theCompaniesor from the third-parties hired by theCompanies,eitherassumes responsibilitiesfor theprecision, accuracyorcompletenessof suchinformation.

TheCompanies,throughprofessionals designated,has madeavailable informationrelated to data,projections, assumptionsand forecast related to theCompaniesand to markets on which theCompanywasoperatingused in thisValuationReport. Thecompanieswill bereferencedin thisValuationReport jointly as“Information Suppliers”

The BTG Pactual has based its analysis in theinformation mentionedabove and ondiscussionswith theprofessionalsof theCompaniesand otherrepresentativesof theCompanies,and the BTG Pactual didn’t verifiedindependentlyanyinformationpubliclyavailableorfurnishedto BTG Pactual in thepreparationof thisValuationReport. The BTG Pactual does not express any opinion about thereliabilityof theinformation mentionedandhighlightsthat any errors orchangesof thatinformationcould affectsignificantlythe BTGPactual’s analyses.

During thedevelopmentof our work, we runanalyses procedureswhen it wasnecessary. However,wehighlightthat our work ofValuationdidn’t intend to be an audit of financialstatementsor of any otherinformation furnishedby theInformation Suppliers,and it cannot beconsideredsuch as. Our work took into account therelevanceof each item, so, theInformation Suppliershasassumedfullyresponsibilityfor theinformation furnishedto BTG Pactual.

In thepreparationof the presentValuationReport, the BTG Pactual has adopted asassumption,with express consent of theInformation Suppliers,thereliability,accuracy, veracity, completeness, sufficiencyand integrity of all data which wasfurnishedourdiscussed,so BTG Pactual does notassumes,neither has realized any physicalinspectionof any asset orproperty,and has not made anyindependently valuationof the asset and debt of theCompanies,or about theCompanies solvency, consideringasconsistenttheinformationused in theValuationReport, theInformation Suppliershas taken theresponsibility, includingfor itsemployees,partners andrepresentatives,foreverythingwhich wasfurnishedordiscussedwith BTG Pactual.

Additional Statements and Information

Theinformationrelated to data,forecast, assumptionsandestimates,related to theCompaniesand itsmarkets,used orincludedin thisValuationReport, has been based in certain groups of report andpresentationlayout which can beconsiderablydifferent from the group ofaccounts presentedby theCompaniesin thepreparationof its financialstatements.Thisprocedurewas adopted in order to permit that the forecastpresentedwasconsistentwith the group of accountreportedin themanagementfinancialstatements furnished. Occasional Differencesin group of account does not have impact over the results

All theinformation, estimatesand forecast hereinincludedare those used andpresentedby theInformation Suppliers, adjustedby BTG Pactual, at its solediscretion,related toreasonableness,and areassumedas being based in bestvaluationofInformation Suppliersand of itsadministrationin relation to theevolutionof theCompaniesand its markets ofoperation.

Except ifotherwise expressly presented,asindicatedin writing in specific notes orreferences,all data,previous information,marketinformation, forecast, projectionandassumptions, included, considered,used orpresentedin thisValuationReport are thosepresentedby theInformation Suppliersto BTG Pactual.

Theinformationhereincontained,related to theaccountantposition and financial position of theCompaniesand the Market, are thoseavailableon January 25^th, 2011. Anychangesin thosepositionscan affect the results of thisValuationReport. The BTG Pactual does not assume anyobligationofupdating, reviewingoramendingthisValuationReport, as result ofdisclosureof anysubsequent informationin relation to January 25^th, 2011 or as result of any othersubsequentevent.

There is noguaranteethat theassumptions, estimates, forecast,partial or total results orconclusionused orpresentedin thisValuationReport will beeffectivelyreached or verified, in part or in whole. The future results of theCompaniescan be different from the resultsincludedin theforecast,and those results can besignificant,as result of several factors,including,but not limited to,changesin the marketconditions.The BTG Pactual does not assume anyresponsibilityrelated to suchdifferences.

ThisValuationReport wasgenerated accordingto theeconomicand marketconditions,among others,availablein da date of itselaboration,so theconclusion presentedare subject tovariationsof several factors on which the BTG Pactual does not have any control.

The sum ofindividualsvaluespresentedin theValuationReport can be different from the sumpresenteddue toroundingof values.

To perform the work, the BTG Pactual adopted asassumptionthat all thegovernmental, regulatory approvals,or other of any nature, andexemption, amendmentsorrenegotiationof anyagreement necessaryto theTransactionwas or will beobtained,and nomodification necessaryto those acts will cause any adversepatrimonialimpact to theCompaniesor reduce those the benefits targeted by theTransaction.

ThisValuationReport waspreparedinaccordanceto the Law 6404,December15, 1976, and to theInstructionCVM 319,December3, 1999,howeverit does not intends to be the only base toevaluatetheCompanies, therefore,theValuationReport does not contain all theinformation necessaryfor such andconsequently,does notrepresent,neitherconstitutesaproposal, solicitation, suggestionorrecommendationby BTG Pactual.

Theshareholdersshall make its ownanalysesin relation to theconvenienceand to theopportunityofapprovingtheTransaction,and shall consult its ownfinancial,tax and legaladvisorsbefore take its own decision about thetransaction,in aindependentlymanner. TheValuationReport shall be read andinterpreted accordingto therestrictionsandqualificationspriormentioned.The reader shall take into account therestrictionsandcharacterof theinformationused.

Additional Statements and Information

ThisValuationReport cannot becirculated,copied,publishedor used in any form, neither can bearchived,include orreferenced,in whole or in part, in anydocument,without apreviousconsent of BTG Pactual, the use of theValuationReport isrestrictedto useddescribedin theInstructionCVM 379/99

Valuationsreport of theCompaniesand sectorselaboratedby othercompany,due to itsautonomy,canconsiderdifferentassumptionsin different manner that was used in thisValuationReport andconsequently,present resultssignificantly different.

Banco BTGPactualS.A.
Av.BrigadeiroFaria Lima, 3729 9^thfloor
São Paulo, SP – Brazil
Zip Code: 04538-133
Tel: +55 11 3383-2000

EXHIBIT IV
TOTHE

MANAGEMENT PROPOSAL

PROPOSED WORKOF THE EVALUATORS

-4 -

CONFIDENTIAL

SãoPaulo, January 4,2011.

CONTAX PARTICIPAÇÕES S.A.Attn: Mr. Michel Neves Sarkis Subject: Financial Advisory ProposalDear Sirs,

Following our recent conversations, Banco BTG Pactual S.A. (hereinafter referred to as “BTG

Pactual”) is honored to provide Contax Participações S.A. (“Company” or “Contax”) with this

financial advisory proposal to prepare an economicand financial valuation of Mobitel S.A. (“Dedic”)

within thescope of the merger ofDedic intoContax (“Transaction”).

This proposal is divided into four sections. In the first section we briefly describe the serviceswe propose to provide within the scope of this instrument, and subsequently we suggest a remuneration tobe paid to BTG Pactual in case this proposal is accepted.In the third section of this proposal, we present the terms and conditions that shall govern the relationship betweenBTG Pactual and theCompany within the scope of this proposal, should it be accepted, and finally, we present a conclusion in thefourth section.

1 SERVICES TO BEPROVIDED BY BTG PACTUAL

BTG Pactual agrees to prepare a valuation report within the scope ofthis proposal, so as to identify, inan unbiased and trustworthy manner, the economic value of Dedic and of the Company, from afinancial perspective, as well as to describe the economic, operational and financial characteristics of Dedicand of the Company, within the scope of theTransaction (“Valuation Report”). For that purpose, BTG Pactual may use methodologies, such as: (i) present value discount of the anticipated cash flow, using operational premises provided byDedic and by the Company; (ii) multiples analyses ofcompanies traded in net markets, such as stock exchange market valuewith regard to sales, profit, operating cash flow, EBITDA, among others; and (iii) transactions involving the purchase and sale of similar companies inBrazil andabroad. The structure, scope and reach of theValuationReport, aswell as its extent, form, substance and presentation, shall be those usually adopted by class Afinancial institutions, and they shall observe the regulations currently in force (including the regulations issued by the Brazilian Securities Commission —CVM).

2.REMUNERATION TOBE PAID TO BTG PACTUAL FOR THE VALUATION REPORT

For preparation of the Valuation Report, BTG Pactual suggests theCompany to pay a fixed remuneration(“Fixed Remuneration”) in the amount of one hundred thousand reais(R$100,000.00),which shall be paidwithin up tofive (5) business days after delivery of the Valuation Report.

According to themarket practices, the remuneration hereby suggested shall be paid inBrazil, in Reais,

free from any taxes or fees, such as Social Integration Program, or PIS, Social-Security Contribution, or COFINS, and Municipal Services Tax, or ISS. Therefore, the Company agrees to pay theadditional amounts requiredfor BTG Pactual to receive an amount equivalent to the amount thatwould have been received if the deductions or payments were not required(gross up).

2.1. Expenses

Regardless ofthe completion of the Transaction, thenormal, regular and reasonable expenses incurred with preparation and performance of the Valuation Report, including, without limitation to, travel, transportation and lodging expenses and other expenses requiredfor the provision of theservices hereby proposed and which are proved to be incurred by BTG Pactual shall be paid by theCompany. These expenses shall be reimbursed within up to five (5) days after the date of receipt of thereimbursement request.

3.GENERAL ASPECTS

3.1. Termination

After acceptance of this proposal, the provisions hereof shall be effective and binding upon the parties for a term of twelve (12) months as from the date hereof, it being understood thatthis instrument may be terminated byany of the parties by means of written notice served at least thirty (30)days inadvance, without any obligation orlien to BTG Pactual and theCompany, except for:

(a)immediate reimbursement by the Company of possible expenses andgeneral costs proved tohave been actually incurred by BTG Pactual during provision of the services hereby proposed to the date oftermination or rescission;

(b)payment bythe Company of a portion of the Fixed Remuneration, ina proportion compatiblewith the works performed by BTG Pactual until the date oftermination or rescission; and

(a)maintenance of the validity and binding character of the obligations established in3.1.Termination, 3.2. Confidentiality, 3.3. Damages and 3.5 Jurisdiction, after the end of the term of effectiveness hereof, for the periods established in thesesubsections.

3.2.Confidentiality

The Company acknowledges thatthe Valuation Report shall be used for the sole purpose of implementing the Transaction and may only be provided to third parties within the scope of theTransaction and strictly in accordance with the provisions of the applicable law. The Companyfurther acknowledges that only the final version of the Valuation Report, as identified by BTGPactual in writing, may be used for purposes of the Transaction. All other documents, opinions,suggestions, recommendations, projections, rough copies and drafts prepared or sent by BTGPactual to the Company within the scope of the provision of services hereby proposed shall be limited to the representatives ofthe Company and may not be provided to third parties without the prior and express consent of BTG Pactual. None ofthe parties may provide confidential information towhich it may be granted access within thescope of the provision of theservices hereby contracted tothird parties without the prior written consent ofthe other party, being liable for the breach ofsecrecyand use of such information outside the scope of this work and in accordance with the provisions of the applicable Brazilian law, except if: (a) provision of such information is required by

theapplicable law, regulation or administrative, governmental or court order,or (b) such information isprovided to its representatives, counsel, accountants orother individuals or legal entities directly involved in the development of the Transaction, always in the ordinary course of business, provided thatthese persons are aware of the confidential character of such information and agree to grant it confidential treatment by means of the execution of a confidentiality agreement.

The obligation assumed in the preceding paragraph shall be valid for a term of twenty-four (24)

months as from the date hereof.

After completion of the Transaction, BTG Pactual may disclose such fact to third parties, as well as todescribe the servicesprovided within the scope of the Transaction by means of, among others, publication of advertisement innewspapers of general circulation and on the BTG Pactual internet page, as well as by including this fact in rankings of mergers andacquisitions.

3.3.Damages

The Company agrees that BTG Pactual shall not be liable to the Company or to any other personwith regard to matters thatin any way relate or refer to this proposal, to the Valuation Report or to the Transaction, subject to the provisions below, and, in thisregard, should BTG Pactual be involved, in any form or circumstance, inany claim, complaint, proceeding, action, litigation,arbitration proceedings, investigation orinquiry (“Litigation”) with regard to matters that in any way relate or refer to this proposal, to the Valuation Report or to the Transaction, or which result from thesubject matter hereof, including,without limitation to, services and activities relating to this proposal that were provided or occurred before the date of this proposal, the Company agrees to indemnify, defendand hold BTG Pactual harmless, to the broadest extent permitted bylaw, againstany loss, claim, damage, liability and expense with regard to any Litigation, except if a final and unappeallabe order is issued by the competent authorities declaring that these losses, claims, damages, liabilities and expenses have exclusively resulted from the negligence or malice of BTGPactual. The Company shall reimburse BTG Pactual for any and all expenses, including legal, court orextrajudicial expenses, as well as other expenses, such as any possible investigation cost, incurred byBTG Pactual in connectionwith the provisions above. The obligations relating to damages contemplated herein shall remain in effect even after delivery ofthe Valuation Report or termination orextinguishment hereof.

The Company shall notsettle any claim relating to aLitigation where damages may be owed, whetherBTG Pactual is a party or potentially aparty to such Litigation,without the prior written consent ofBTG Pactual (which consentshall not be unreasonably withheld, in case the Litigation involves only thepayment of damages in Brazilian currency), except if such settlement isconfidential and (i) includes an unconditional release ofBTG Pactual from all liabilities inany way relating to or resultingfrom such Litigation, and (ii)does not includeany confession of noncompliance, culpability orfailure toact by or with regard to BTG Pactual, or an adverse statement on the reputation orconduct ofBTG Pactual.

The Company agrees thatBTG Pactual shall not be liable to the Company or to any other person in case it exercisesany right or claim to the benefit of the Company or with regard to a right of theCompany, which relates to or results from the engagement ofBTG Pactual or to any other matter referred to in this proposal, including, without limitation to, related servicesand activities that were provided or whichhave occurred before the date of this proposal, except if a final and unappeallabe order is issued by the competent authorities declaring that any loss, claim, damage, liability or

expense incurred by the Company have exclusively resulted from gross negligence or malice of BTGPactual during performance of theservices contemplated herein.

The term “BTG Pactual”, as contemplated herein, includes Banco BTG Pactual S.A. and anyand all controllingor controlled companies, their managers, current and former officers, employees andagents and the successors and assigns of all aforementioned persons. These provisions on damagesand reimbursement are additional and supplementary to all legal provisions otherwise agreed between the parties.

3.4.Information

The Company shall provide BTG Pactualwithcertain pieces of information, as reasonably requested withinthe scope of this proposal (collectively, the “Information”). The Company acknowledgesandagrees that BTG Pactual (a)shall use and primarily trust and assume as accurate the Information and information usually available to the general public as provided by recognized sources during performance of the services contemplated in this proposal, without carrying out any independent verification, (b)shall not be responsible for the accuracy, completeness or reasonability of theInformation or verification thereof, and (c) shall not analyze the (contingent orother) assets or liabilities of Dedic or ofthe Company.

BTG Pactual and its controlling companies, subsidiaries, branches and affiliates (collectively, the “BTG Pactual Group”) provide services in a wide rangeof bank transactions, including investment management, corporate finance and advisory in the issuance ofbonds and securities,which may conflict with the interestsand obligations resultingfrom this proposal. No information obtained or maintained by BTG Pactual or by the BTG Pactual Group with regard to which, for some reason, theprofessionals involved in the provision of services contemplated inthis proposal are grantedaccess,shall be taken intoconsideration to establish the liability or operation of BTG Pactualwithin thescope of this instrument. Neither BTG Pactual nor BTG Pactual Group shall be required to provide the Company with or to use to the benefit ofthe Company any non-public information obtained(i) during the provision of services to any third party, (ii) during its participation in any transaction in which they are involved or(iii) in theordinary course of itsbusiness.

The Company is aware that other individuals or legal entities that have any conflict of interest with theCompany may also be clients ofBTG Pactual and that BTG Pactual mayprovide financialadvisory or otherservices to such individuals or legal entities.

BTG Pactual shall produce the Valuation Report within up to twenty (20) business days as from receipt from the Company of theinformation requiredandsufficient for preparation thereof.

3.5.Jurisdiction

This instrument shall be governed by the applicable Brazilian law, and the parties hereby elect the judicial district of the capital city ofthe State of SãoPaulo to resolve any conflicts hereunder.

3.6.General Provisions

Shouldthis proposal be accepted,which acceptance shall be formalized by signature of the field providedfor such purpose, the provisions hereof shall be binding upon BTGPactual, theCompanyand their respective successors for aterm of twelve (12) months after the date of acceptance, or for a

longer termwhenever specifically providedin thisinstrument.

This proposal does not represent any commitment to satisfactorily complete and/or to ensure asuccessfulTransaction. Completion of the Transaction shall be conditional upon several factors, including market conditions.

BTG Pactual shall not provide consulting services tothe Company with regard to legal, tax,accounting and/or regulatory matters, for which reason it shall not issue any opinion on any of these matterswith regard to the Transaction or within the scope of preparation of the Valuation Report.For this reason, the Company shall contract its own consultants and/or specialized professionals,whom it will trust to issue independent opinions andanalyses about these matters.

This instrument represents the entire agreement between the parties, superseding any otheragreement previously reached by the parties with regard to preparation of the Valuation Report. This instrument may neither be changed nor amended without the prior and express written consent of all parties ortheir respective successors.

Shouldone or more provisions hereof, wholly or in part, be deemed invalid, illegal or unenforceablefor any reason, in any aspectand in any jurisdiction, such invalidity, illegality or unenforceability shall notimpair any other provision hereof, wholly or in part. This instrument shall be construed, inany jurisdiction, as ifthe invalid, illegal or unenforceable provision, wholly or in part, had been rephrasedso as to become valid, legal and enforceable to the extent permitted insuch jurisdiction.

This instrument shall be binding upon the Company and BTG Pactual and their respectivesuccessors and assigns and upon any successor or assign of a substantial portion of the businessand/or assets of the Company or of BTG Pactual.

Except to the extent required by law (and confirmed by means of consultationand approval in theform and substance by BTG Pactual) and pursuant to the provisions of subsection 3.2 above, (i)BTG Pactual’s name, (ii) the documents, opinions, suggestions, recommendations, projections andall other documents prepared by BTG Pactual within the scope of the provision of services hereby contracted, including the Valuation Report, or (iii) the terms hereof or of any other communicationfrom BTG Pactual relating to the services provided byBTG Pactual with regard to the provision ofservices hereby describedshall neither be disclosed nor referred to, whether orally or in writing or,with regard to items (ii) and (iii), reproduced or disseminated bythe Company or its affiliates or any oftheir agents without the prior and express formal consent ofBTG Pactual.

4.CONCLUSION

BTG Pactual would be honored to be contracted to prepare the Valuation Report, for which purpose it will allocate qualified professionals.

We hope this proposal meets the Company’s expectations and remain available to provide any

additional information.

Shouldyou agree with the terms hereof, we kindly ask you to return a signed counterpart hereofwithin fifteen (15) days after the date ofthis proposal.

We remain at yourservice for any additionalclarifications.

Regards,

(sgd) (sgd)

BANCO BTG PACTUAL S.A.

Agreed:

(sgd)

CONTAX PARTICIPAÇÕES S.A.

Michel Sarkis

Sergio Luiz Toledo Piza

Chairman & CEO

Officer

Contax Participações S.A.

Contax Participações S/A

Witnesses:

1. (sgd)

2. (sgd)

Name: Fernanda Ortiz Silva

Name: Gabriel Fernando Barreti

ID (RG): 36.196.196-0-SSP/SP

ID (RG): 35.438.855-1

TAXPAYER CARD (CPF): 324.647.558-00

TAXPAYER CARD (CPF): 315.565.168-78

pgi/10470.doc

06/20/11

CommercialProposal

RJ– 0310/11

Client:CONTAX S.A.

Attn: Mr. Marco Schroeder

Proposal RJ–0310/11

Riode Janeiro, Brazil, June 08, 2011

CONTAX S.A.

Rio de Janeiro -RJ - Brazil

Attn. Mr. Marco Schroeder

DearMarco,

Asrequested, weare pleased to submit our proposal for provision of asset managementservices.

APSIS

For over 30 years, Apsis has been advising the biggest and best companies in Brazil, Latin America and Europe regarding valuationof companies, brands and other intangibles, inaddition to equity valuation of assets, real estate and business consulting, fixed assets managementand corporate sustainability. Our experiencedteam is highly qualified andupdated with market changes.

Wefollow the international standard from ASA - American Society of Appraisers (Washington, DC), through the rules of USPAP - Uniform Standards of Professional Appraisal Practice, as well as ethicalstandards. We are membersof IBAPE - Brazilian Instituteof Engineering Appraisals and Investigation, the trade body comprising engineers, architects and qualified companies working in the area of appraisal and inspection, whose standards were developedin accordance with the basic principles of internationalstandards set forth by IVSC -international Valuation Standards Committee and UPAV - Pan American Union of Appraisal Associations, the international committee of appraisal standards of IVSC, which comprisesnational entities in the Americas dedicated to the area of valuation under proceduresroutinely adopted in Brazil.

Adoption of IFRS International Standards and Law 11638/07

With experience and international exchange in the consulting market, APSIS has beenassisting Brazilian companies, providing specializedservices in projects related to the process

of convergence towards internationalaccounting as standardized by Law 11638, CPC pronouncements, IFRS - International Financial Reporting Standards, IAS International Standards, SIC Technical Interpretations and IFRIC Technical Interpretations. Weprovideservices for the following purposes:

§ Impairment Test (CPC 01, IAS 36)

§ Intangible Assets Valuation (CPC 04, IAS 38)

§ Leasing - Lease Transactions (CPC 06, IAS 17)

§ Purchase Price Allocation (PPA) Valuation

§ Business Combinations – Intangible Assets and Goodwill (CPC 15, IFRS 3)

§ Fixed Assets: Calculation of Economic Useful Life and Residual Value (CPC 27, IAS 16)

§ Investment Property (CPC 28, IAS 40)

§ Valuation of Biological Assets (IAS 41)

§ Valuation of Mineral Deposits (IFRS 6)

Business Valuation

§ Adoption of International Accounting Standards (Law 11638/07, IFRS, SFAS)

§ Purchase Price Allocation (PPA) Valuation

§ Goodwill Fundamentals (Federal Revenue Regulations, Law 11638/07 and CPC 15)

§ Mergers and Acquisitions (M&A)

§ Corporate Restructuring (Corporate Law )

§ Allocation of Intangible Assets Amounts (FASB No. 141 and No. 142)

§ Economic and Financial Feasibility Study

§ Survey and valuation of liabilities for Due Diligence

Valuation of Brands and other intangibles

§ Adoption of international financial accounting standards (Law 11638/07, IFRS, SFAS)

§ Purchase Price Allocation (PPA) Valuation

§ Goodwill Fundamentals (Federal Revenue Regulations, Law 11638/07 and CPC)

§ Intangible Assets Valuation (CPC 04, IAS 38)

§ Business Combinations - Intangible Assets and Goodwill (CPC 15, IFRS 3)

§ Allocation of Intangible Asset Values (FASB No. 141 and No. 142)

Real Estate

§ Property valuation and market research

§ Lease renegotiation

§ Tenant Representation

§ Realestate - Built-to-suit

§ Sale and Leaseback

§ Enterprise vocation and feasibility study

§ International Valuations with ARGUS VALUATION SOFTWARE

§ Valuation and Investment Property (CPC 28, IAS 40)

§ Valuation of Mineral Deposits (IFRS 6)

Fixed Assets Management

§ Accounting Base

§ Asset Inventory and Tagging

§ Physical x Accounting Data Reconciliation

§ Systematizing

§ Asset Auditing

§ Equity Outsourcing

§ Impairment Test (CPC 01, IAS 36)

§ Calculation of Economic Useful Life and Residual Value (CPC 27)

§ Fixed Assets Management System

Corporate Sustainability

The business world is increasingly aware of its rights, understanding thatsuccess lies on the balance between profitability, environmental efficiency and social justice. The result is the era of SUSTAINABLE DEVELOPMENT. This critical tripod - ASSETS - ENVIRONMENT - SOCIAL - enhances the perception on the company, its image and reputation before the community andstakeholders. Apsis’ goal is to strategically perform on these three levels, aggregating to wealth and financialservices, new services in the ENVIRONMENTAL MANAGEMENT and SOCIAL

MANAGEMENT areas.

MainClients

CLASP.

AÇÚCAR GUARANI (TEREOS FRANCE)
ADVENT INTERNATIONAL

ALL- AMÉRICA LATINA LOGÍSTICA

ALIANSCE SHOPPING CENTERS
ANDRADE GUTIERREZ

ANGRA PARTNERS

ANHANGUERA EDUCACIONAL PARTICIPAÇÕES

AMBEV

ARCELOR MITTAL
AXXON GROUP

AYESA PROJETOS BRASIL (ESPANHA)

B2W - AMERICANAS.COM, SUBMARINO, SHOPTIME
BANCO BRADESCO

BANCODO BRASIL
BANCO ITAÚ

BANCOPROSPER
BANCO SANTANDER

BANK OFAMERICA MERRILL LYNCH
BHG – BRAZIL HOSPITALITY GROUP

BHP BILLITON METAIS

BMA - BARBOSA, MÜSSNICH & ARAGÃO ADVOGADOS
AMBEV

BNDES

BORIS LERNER, FRAZÃO, GARCIA, MALVAR E CONSULTORES
BRASFELS

BRASIL FOODS (SADIA, PERDIGÃO)
BRASKEM

BRMALLS

BRPROPERTIES

BROOKFIELD INCOPORAÇÕES (BRASCAN)
BTG PACTUAL

BUNGE FERTILIZANTES

CAMIL ALIMENTOS
CARLYLE BRASIL
CASA &VIDEO

CASTRO BARROS SOBRAL GOMES ADVOGADOS

CAMARGO CORREA
CARREFOUR

CEG
CIELO

CLARO
COCA-COLA

COMITÊ OLÍMPICO BRASILEIRO - COB
CONTAX

CORSAN
COSAN
CREDICARD

CSM – CITTADINO SOARES MOTTA

CSN - COMPANHIA SIDERÚRGICA NACIONAL
CYRELA BRASIL REALTY

EBX -LLX LOGÍSTICA

EDP –ENERGIAS DO BRASIL

ELETROBRÁS
EMBRATEL
ENERGISA

ENDURANCE PARTNERS

ERNEST & YOUNG ESSO -
EXXON MOBIL ESTÁCIO
PARTICIPAÇÕES
ESTALEIRO ALIANÇA
ETERNIT

FEMSA BRASIL

FGV - FUNDAÇÃO GETÚLIOVARGAS
FRESH START BAKERIES (EUA)
FURNAS CENTRAIS ELÉTRICAS
GAFISA

GENERAL ELETRIC DO BRASIL (GE)
GERDAU

GETNET

GOUVÊAVIEIRA ADVOGADOS

GP INVESTIMENTOS
HSBC BANK BRASIL
HYPERMARCAS

IBMEC EDUCACIONAL

IMC DO BRASIL
INTELIG TELECOM
IOCHPE MAXION
JBS

KRAFTFOODS

LAEP BRASIL CONSULTORIA
LAFARGE

LIGHT

LIQUIGÁS

LOBO& IBEAS ADVOGADOS
LOJASRENNER

LORINVEST (LORENTZEN)

MAGNESITA
MARFRIG

MATTOS FILHO ADVOGADOS
MICHELIN

MITSUBISHI
MPX ENERGIA
MULTIPLAN
NESTLÉ

OITELEMAR

OWENS ILINOIS AMERICA LATINA
PÁTRIA INVESTIMENTOS
PETROBRÁS

PINHEIRO NETO ADVOGADOS

PONTOFRIO (GLOBEX)
PREVI

PROCTER & GAMBLE
PSA PEUGEOT CITROEN

QUATTOR
REDE RECORD
REPSOL YPF
REXAM

RICHARDS (CIA DAS MARCAS)
RIO BRAVO

ROTSCHILD &SONS
SHV GÁSBRASIL

SOUZA, CESCON ADVOGADOS
TAURUS

TIM BRASIL
TOTVS

T4F

TRENCH, ROSSI E WATANABE ADVOGADOS

ULHÔACANTO, REZENDE E GUERRA ADVOGADOS
ULTRAPAR PARTICIPAÇÕES

VALE

VEIRANO ADVOGADOS
VIVO

VOTORANTIM

WHEATON DO BRASIL
WHITE MARTINS

XAVIER, BERNARDES, BRAGANÇA ADVOGADOS

1. Project scope

Determining the value of the shareholders equity for the company MOBITEL S.A., for purposesof merger of shares by CONTAX S.A., pursuant to art.252 of Law No.6404/76 (Corporate Lawin order to support the group’s corporate restructuring.

Documentation needed to perform the work:

§ By-laws and/or articles ofassociation;

§ Mobitel SA's balance sheet, as of the base date, with numerical results down to the cents;

§ Protocols and drafts of corporate acts, if available;

§ Corporate Chart; and

§ Audit Report, if available.

2. METHODOLOGY

Despiteconsiderable differences in assessment methodologies, they all derive from the same principle: substitution, which provides that no investor will pay for one asset, more than they would pay for another substitute and corresponding asset. This work will follow the Assetsapproach.

Assets approach - Includes equity accounting methodologies.Examination of the supporting documentationin order to check for good a bookkeeping in compliance with regulatory,normativeand statutory provisions governing the matter, pursuant the “Generally Accepted Accounting Principles and Conventions”

3. Schedule

Toperform the services, we estimate a period of up to five (05) days after acceptance of this proposal, downpayment and provision of the necessary documentation.

4. Fees

The professional fees for provision of services covering all dues (taxes, fees, and fiscal and para-fiscal contributions) correspond to six thousand and two hundred Reais (R$6,200.00).

§ hundred percent (100%) of the total amount is due upon delivery of the work.

Paragraph 1 Maturity of Invoices

The invoice will mature within 05 businessdays after its receipt. After maturity, interest will be charged at one percent (1%) permonth on the net amount of the invoice plus a 2% default penalty on theinvoiceamount.

Paragraph 2Commencement of Services

Services will commence only upon delivery of the documentation.

5. Validity of the Proposal

This proposal is valid for a period of thirty (30) days from the date of submission.

6. Presentation of Services

The client will receive a draft of the report and may, within 20 days from the date ofreceipt,request possible changes. By the end ofsaid period, the work will be completed.

The final report will bepresented in the form of a Digital Report (electronic document in PDF

-Portable Document Format), with digital certification and will be available at a client's exclusive area on our website for ninety (90) days.

Ifthe client so requests, APSIS will provide at no cost, within five (05) business days, anoriginal printed document.

Digital Certificate: An electronicdocument that provides proof of identity for a person, a company orsite to ensure legally valid online transactions andexchange of electronicdocuments, messages anddata. Severaleconomicsectors are already using this certification in their activities. These areas use the technology that certifies the authenticity of electronicdocuments’ senders and recipients, ensuring theirprivacyand inviolability.

Asecure electronicdocument that allows the userto communicate and sign documentsmore quickly, with confidentiallyand legal validity.

7. General Conditions

§ APSIS is responsible for maintaining absolute secrecy with regard to confidentialinformation that they will have access to during the provision of the services. For

purposes of this proposal, confidentialinformation is all and any informationthat APSIS willhave access to for the services to be provided, directly or indirectly. Confidentialinformation includes all types of oral, written, recorded, computerized disclosures,orinformation released by any other means by the customer or obtained from observations,interviews or analyses, including, but not limited to, all compositions, machinery, equipment, records, reports, sketches, use of documents and patents as well as all data, compilations, specifications,strategies, projections, processes, procedures, techniques, models and all tangible and intangible incorporations of any kind.

§ Upon receiving the draft report, the client will have a period of 20 days to request clarificationand approve the draft for issuance of the final report. After said period, uponlackof any statement by the client, the Apsis may consider the work as closed, being herebyauthorized to issue the final report and the invoice as well for the fees receivable balance.

§ APSIS considers work to be completed, for billing purposes, upon delivery of the Digital

Report.

§ The basic parameters relevant to the scope of the service will be set immediately afteracceptance of this proposal to allow planning of the work to be performed.

§ The services provided by APSIS are guaranteed for an indefinite period. The company commits to deliver free of charge any relevant changes to the services provided, if requested within 30 calendar days after delivery of the final reports.

§ The scope of this work does not include an audit of the financial statements or a reviewof the work performed by auditors.

§ If the client decides for the termination of this Proposal, any payments already made willnot be subject to refund by APSIS, unless willful misconduct byAPSIS is proven in any professional services relevant to the subject matter of this Proposal.

§ Expenses relating to travel and accommodation outside the Greater Rio de Janeiro and Sao Paulo areas, if necessary to performthe services,are not included in the amountof thisPROPOSAL/CONTRACTand will be charged separately, being, however, subject to priorapproval of the client. If these arrangementsare the responsibilityof APSIS, these expenses will be charged through direct debit note, duly accompanied by the relevant vouchers, being exempt from any taxes because they do not constitute the subject matter of this

engagement.

8. Acceptance of this Proposal and Engagement

Upon acceptance of the proposal, it will be signed by a legal representative of the requesting company and returnedto the contracted company, with their signatures certified andaccompanied by all necessary documentation for the commencement of services. As ofreceipt hereof, together with any required documentationand receipt of downpayment, the term provided for in Section 3 will become effective.

Upon return of this proposal tothe contracted company, it will be considered an agreement, pursuant to the civil legislation in force.

9. Elected Jurisdiction

The parties hereby elect the courts of theCapital City ofRiode Janeiro, excluding any other,however privileged, toresolve any doubts arising out of this proposal/contract, as well as all cases not provided forherein.

Inwitness whereof, the legal representativesof the companies execute this proposal, which will be automatically converted into aservices agreement, containing 09 pages and 02 copies.

Awaiting your replay, we remain,

Sincerely,

ANACRISTINA FRANÇA DE SOUZA		RICARDO DUARTE CARNEIRO MONTEIRO
Managing Partner		Managing Partner

Acceptance:

RiodeJaneiro,Brazil, of 2011.

Legal representative Position: (NATIONAL CORPORATE TAXPAYERS REGISTER) CNPJ:

Witness 1:		Witness 2:
(TAXPAYER’S CARD NO.) CPF:		(TAXPAYER’S CARD NO.) CPF:




RIO DEJANEIRO – RJ -BRAZIL		SÃO PAULO - SP
Rua da Assembleia, 35/12º andar		Av. Angélica 2503 - Conj. 42
Centro, CEP: 20011-001		Consolação, CEP: 01227-200
Tel.: Fax 55 212212-6850 + 5521 2212-6851		Tel.: Fax 55 113666-8448 + 5511 3662-5722

dmp/10476.doc
06/20/11

EXHIBIT V:
TOTHE

MANAGEMENT PROPOSAL

BY-LAWS

-5 -

CONTAXPARTICIPAÇÕES S.A.

NationalCorporateTax Registry No.(CNPJ)No. 04.032.433/0001-80

NIRE 33300275410

Publicly-Held Company

SPECIALSHAREHOLDERSMEETINGMarch 30, 2011, at10:00 a.m.

BY-LAWS

withproposed amendments highlighted (Art.17-A)

CHAPTER I.

Name, Place, Purposeand Duration

Article 1- CONTAX PARTICIPAÇÕES S.A. is a corporation governed by these By-Lawsand theapplicablelegal provisions.

Article 2- The Company is headquartered atRua doPasseio, 48 to56 part, Cinelândia,city orRio de Janeiro, state of Rio de Janeiro, and mayby resolution of the Board of Directors, regardless ofauthorization at theShareholders Meeting, open, maintain and close branches, offices,warehouses orrepresentative agencies anywhere in Brazil or abroad.

Article 3 - The Company's corporate purpose is the direct or indirect holding inother business andcivil organizationsas partner, shareholder or member in Brazil or abroad.

Article 4- The duration is indefinite.

CHAPTER II.
Capital andShares.

Article 5- The capital is two hundred and fifty-eight million, three hundred and twenty-eight thousand, nine hundred and fifty-six Reais and sixty-six centavos (R$258,328,956.66),divided into 64,686,081 shares, with 24.,966.58 common shares and 39.719.49 preferred shares, all book-entry,registeredand with no par value.

Paragraph 1 - The Company is authorized to increase its capital by up to five hundred million (500,000,000) shares, common or preferred, by resolution of the Board of Directors, regardless of amendment to theby-laws, which shall determine theconditions of the issue.

Paragraph 2 - The issuance of shares, debentures convertible into shares and subscription warrants, whose placement is made by sale on a stock exchange or public subscription,

-6 -

exchange of shares, in a public offering for purchase of control, pursuant to the law, mayexclude thepreemptiverightin the subscription.

Paragraph 3 - The preferred shares have no voting rights, and are ensured repayment priority incase of liquidation of the Company, without a premium, and in the payment of a minimum, non-cumulative dividend of(a) sixpercent (6%) per annum, over theamount resultingfrom the division of the subscribed capital by the number of the Company's shares or(b) three percent (3%) of the share's net equity value, whichever is the greater of (a) and (b).

Paragraph 4 - The preferred shares may represent up to two-thirds (2/3) of the total shares issued by the Company, and its issuance maybe changed to the proportion previouslyexisting betweencommonand preferred shares.

Paragraph 5 - The Company may,by resolution of the Shareholders Meeting, grant a sharecall option in favor of managers and employees or individuals that provide services to acompany under its control.

Paragraph 6 - The non-payment by thesubscriber of the amount subscribed in the subscription list or call will be the same legally as being in default for purposes of articles

106and 107 of Law number 6404/76, subjectingit to the payment of the amount in arrears,adjusted for inflation according to the General Market Prices Index (IGP-M) in the least intervals permitted by law, plus interest of twelve (12%) per annum, "pro rata temporis"and a fineof ten percent (10%) ofthe total amount in arrears, duly updated.

CHAPTER III.
SECTION I
ShareholdersMeeting

Article 6- The Shareholders Meeting isthe supreme organ of the Company, with powers to decide on all matters related to the Company's purpose and take anyaction it deemsappropriate to theprotection and development ofthe Company.

Article 7- The Shareholders Meeting, under thelaw,willmeet:

(A)Annually, within thefirst fourmonths after the end ofthe fiscal year,to:

(i) totake an accounting of management, discuss and vote on the financial statements;

(ii) elect the Board of Directors at the appropriate times and the Fiscal Council, ifapplicable;and

(iii) decide on the allocation of net income, if any, and the distribution of dividends, ifapplicable, and fixtheremuneration of managers.

(b)Extraordinarily, where, upon legal call, thecompany interests advise or a decision ofthe shareholders isrequired.

-7 -

Article 8 - The Shareholders Meeting shall be called by theChairman of the Board of Directors, who shall bear responsibility to substantiate the act, or in the form provided in the Sole ParagraphofArt. 123 ofLawNo. 6404of December 15,1976.

Article 9 - The Shareholders Meeting shall be called to order byany Officer of the Company, which shall proceed to elect the Presiding Members, composed of a chairmanand asecretary chosen from amongthose present.

Article 10-From the work and resolutions of theShareholders Meeting, minutes shallbe drawn up, signed by the presiding members and by the shareholders present that representatleastthe majority required for the resolutions passed.

Paragraph 1 - The minutes shall be recorded as a summaryof the facts, including dissentsand protests.

Paragraph 2 - Unless otherwise resolved at the Shareholders Meeting theminutes shall be published without the signatures of theshareholders.

Article 11 - It is incumbent onlyat the Shareholders Meeting todecide on the following matters:

a. amend theby-laws;

b. elect or dismiss, at any time, the Company's managers and auditors, exceptas provided in Article 17,III, of these By-Laws;

c. annually take an accounting of the managers and decide on the financial statements submittedby them;

d. authorize the issuance of debentures convertible into shares, subject to

Article 17,XXXI, of these By-Laws;

e. suspend the exercise ofshareholders' rights;

f. decide on the transformation, merger, acquisition and spin-off of the Company, its dissolution and liquidation and dismiss liquidators andexamine their accounts;

g. resolve on the valuation of assets to which the shareholder may contribute for formation ofcapital;

h. authorize management to confess bankruptcy and request a deed ofarrangement.

SECTION II
CompanyManagement

Article 12 - The Company shall be managed by a Board of Directors and an ExecutiveBoard, as provided by law and these By-Laws, with its members released from providing aguarantee to exercise their duties.

Paragraph 1 - The Board of Directors, a collective decision-making body, shall exercise supreme management ofthe Company.

-8 -

Paragraph 2 - The ExecutiveBoard is the executive management organ of theCompany, with each of itsmembers actingaccording totheir responsibilities.

Paragraph 3 - The duties and powers conferred by law to each one of the management bodiescannot be transferred to another body.

SECTION III
Board of Directors

Article 13 - The Board of Directors shall consist of up to thirteen (13) members and anequal number of alternates, all shareholders, with the designation of Directors, elected at theShareholders Meetingand removable at it at any time, with a term of office for three (3)years,with possibility of reelection.

Paragraph 1 - Once theterm of office has terminated, the Directors shall remain in office until the investiture of the managers replacingthem, in accordance with the law and theseBy-Laws.

Paragraph 2 - The members of the Board ofDirectors shall take office upon the signing of therespective instrument, recorded inthe properbook.

Article 14 - The Board of Directors shall have a Chairman chosen from among its members, who shall call and preside at the meetings and shall be elected annuallyby a majority vote ofits members,with thefirst election heldimmediately after their investiture.

Article 15 - In case of vacancy inoffice of a Director, including the Chairman, an alternate shall take office to completethe term ofoffice ofthe replaced Director.

Paragraph 1 - In his absence or temporary incapacity, the Director shall be substituted by hisalternate, specifically for each meeting. In the event of temporaryabsence or incapacity ofthe Chairman, this shall appoint among theDirectors who will act as Chairman of theBoard of the Directors on an interim basis and will be replaced by hisalternate at the respective meetings.

Paragraph 2 - In case of vacancy inthe office of a Director and his alternate to fulfill the remainder of the term, his alternates will be appointed by the other Directors until the firstShareholders Meeting to be held, asrequiredby law.

Article 16 - The Board of Directors shall meet ordinarily at least��once each quarter andextraordinarily, whenever necessary, whencalled by any member of the Board.

Paragraph 1 - The specialmeetings of theBoard of Directors shall becalled in writing at least five (5) business days in advance, and the call shall contain the agenda and the matters

-9 -

tobe voted at the meeting. Notwithstanding this provision, a Meeting of the Board of

Directorsatwhichall its membersappear shall be consideredregular.

Paragraph 2 - The quorum to call to order the meetings of the Board of Directors shall be the majority of the members in office.

Paragraph 3 - The Board of Directors shall resolve by a majority vote of those present, withthe Chairman holding, in addition to his personal vote, thecasting vote.

Paragraph 4 - The Minutes of theBoard of Directors to elect, dismiss, designate or fix the duties of the Officers shall be filedat theState Boardof Tradeand published in the local press, adopting an identical procedure for acts ofanothernature, when the Board of Directors deems appropriate.

Paragraph 5 - The decisions of theBoard ofDirectors shall consist ofminutes that shall be signedby thosepresent.

Paragraph 6 - The Board of Directors may determine the creation of advisory committees designed to assist members of the Board of Directors, and to define theircomposition and specificduties.

Paragraph 7 - It shall be incumbent on the committees created to analyzeand discuss the items defined as under their responsibility, as well as the formulation of proposals and recommendations to bevoted onby the Board ofDirectors.

Article 17- The BoardofDirectors:

I. setthe general policy ofthe Company's business and monitors its implementation; II. approve and amend the Company's annual budget, as well as the companies

controlled by it, and the business goals and strategies planned for the subsequent period;

III. elect and remove at any time, the Company's officers, fixing their duties, subject tothe provisions of the lawand by-laws, as well as choose thechiefexecutive of the Company;

IV. supervise the management of the Officers, examine, at any time, the books of the Company, requesting information on contracts entered into or executed, or any other acts;

V. set the fees of each member of the Company’s Board of Directors, the ExecutiveBoard and the Fiscal Council, when in operation, as well as establish guidelines for thecriteria forremuneration of managers and Fiscal Council members of thecontrolledcompanies;

VI. choose, dismiss the independent auditors;

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VII. call the Shareholders Meeting;

VIII. approve and submit at the Shareholders Meeting thefinancial statements and Management Report of the Company, including the consolidated financial statements;

IX. approve and amend theInternalRules of theCompany and theBoardofDirectors; X.establish the location of the Company's headquarters, as well as create and close

affiliates, agencies and branches, offices, departments and representative offices in any part ofthenationalterritory andabroad;

XI. submit at the Shareholders Meeting the allocation to be given to fiscal year net income;

XII. decide on the acquisition of control and holdings in other companies as well as increased holdings in controlled or affiliated companies inBrazil or abroad;

XIII. decide on thecreation ofany subsidiary;

XIV. authorize the sale of all or part of the shares owned by it issued by controlled andaffiliated companies, if such shares represent an amount more thanten million Reais (R$ 10,000,000.00), which is not foreseenin the Company'sannual budget;

XV. authorize associations and execution of shareholders agreements by the Company orits controlledcompanies;

XVI. authorize the purchase of shares issued by the Company for cancellation or to be heldin treasury for subsequent sale;

XVII. approve investments exceeding ten million Reais (R$ 10,000,000.00), when not provided in theannual budget of the Company orits controlledcompanies;

XVIII. approve any loan, financing or provision of real or personal security interest by theCompany orits controlled companies, individually orcumulatively, within the period covered by thebudget then in force, in an amount exceeding ten million Reais (R$ 10,000,000.00);

XIX. approve any individual transaction whose amount exceeds ten million Reais (R$

10,000,000.00), between the Companyand its controlled companies, on one part,and its shareholders, theircontrolled companies, theiraffiliated companies,controlling shareholders or companies under their common control, on the other part;

XX. authorize the signing of contracts of any nature involving obligations for the

Company or representing amounts exceeding ten million Reais (R$

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10,000,000.00), not provided in the budget of the Company or its controlledcompanies;

XXI. authorize the Executive Board to purchase or divest fixed assets, waive rights, settle or otherwise encumber in any form property in amounts representing liabilityequal to or exceeding ten million Reais (R$ 10,000,000.00), not provided inthe annual budget ofthe Company or its controlledcompanies;

XXII. fix the vote to be cast by the representative of the Company at Shareholders Meetings and meetings of Companies in which it participates as shareholderand previouslyapprove the amendments of the Articles of Association of thecompanies in which the Companyparticipates as a shareholder, includingapproving theselection of managers of controlled or affiliated companies to beelectedwith the Company's votes;

XXIII. approve the issuance ofsubscription warrants;

XXIV. approve the issuance of debentures convertible into shares and without collateral, ortheir subsequent sale,if heldin treasury;

XXV. decide on the issuance of shares within the authorized capital limit under paragraph 1 ofarticle 5of these By-Laws.

Article 17-A. The Company shall ��have on an interim basis a Special Independent Committee created solely and exclusively to analyze the condition of the corporate operation consisting of the merger of shares issued by MobitelS.A. into the Company and submitits recommendation tothe BoardofDirectors of theCompany.

Paragraph 1 - TheSpecial Independent Committee shall consist of three members, electedby theBoard of Directors, all independent and managers of the Company or not, who shall have notable experience and expertise and shall be subject to thesame duties and legal responsibilitiesas managers, under Article 160 ofthe Corporations Law.

Paragraph 2 - The independence of themembers of theIndependent Special Committee thatsatisfy thedefinition of the "independent director" under the Listing Rules of the Novo Mercadoof theBrazilian Stock Exchange shall bepresumed.

Paragraph 3 - The Special IndependentCommittee shall not have executive or deliberative functions and its opinions, proposals or recommendations shall be referred to the Board of Directorsfor adecision.

Paragraph 4 - It shall be incumbent on the Board of Directors to fix the remuneration of members of the Special Independent Committee and authorize the contracting by the ExecutiveBoard of its members,as well as independent consultants to support theIndependentSpecial Committee.

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SECTION IV
Executive Board

Article 18 - The ExecutiveBoard shallconsist ofat least two (2) and at most five (5) Officers, one (1)being the Chief Executive Officer, one (1) the Finance Officer and other Officerswith nospecific designation, shareholders or not, residentsin Brazil,elected by theBoard of Directors and removable by themat any time, with a term of three (3), with possibility ofreappointment.

Paragraph 1 - The Officers, after theirmanagement terms ends, shall remain in their respective positions, until electionand investitureof the newOfficers.

Paragraph 2 - In case of vacancy ofan Officer or incapacity of the holder, it shall be incumbent on the Board of Directors to elect the new Officer or designate a replacement, whoseterm of office shall expire withthe other Officers.

Paragraph 3 - In case of absence or temporaryincapacity, the Officers shall reciprocally substitute one another by appointment oftheExecutive Board.

Paragraph 4 - The members of the Board of Directors up to the maximum of one-third may be elected to the office of Officers, with accumulation of duties. In this event, Director-Officer shallchoose the remuneration to which he isentitled,as Director orasexecutive-manager.

Article 19 - The powers of attorney shallalways be signed by two (2) Officers jointly, one ofthem necessarily the CEO, and given for specific purposes and for a specified period, notexceeding one(1) year, except those that contemplate ad judicia clause powers. Besides the term,the powersofattorney "adnegotia" shall prohibit delegation.

Article 20 - The Company shall be represented, actively orpassively, in acts which createany obligations or release third parties from obligations of the Company, by twoOfficers jointly, byan officer and an attorney-in-fact, appointed pursuant to the above, by twoattorneys-in-fact also appointed above, through a term of office toperform theact specified therein.

Paragraph 1 - The Executive Board may also designate one of its members to represent theCompany inacts or transactions in Brazil or abroad, or appoint an attorney-in-fact only toperform the specific acts, requiring theminutes to contain the resolution of the ExecutiveBoard tobe filed withthe Board ofTrade, ifrequired.

Paragraph 2 - The Company shall be represented solelybyany member of the ExecutiveBoard, without the formalities provided for in thisarticle, in case of receipt of summonsor judicial notices for the provision ofpersonaltestimony.

Article 21 - The ExecutiveBoard shallmeet whenevernecessary, and it shall be incumbent on the CEO tocall such meeting two(2) business days inadvance.

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Paragraph 1 - The quorum to call to order the meetings is the majority ofthe members in office and the resolutions shall be passed by amajority voteof the Officers present at the meeting.

Paragraph 2 - The minutes of meetings and resolutions of theExecutive Committee shall be registered inthe proper book.

Article 22- The ExecutiveBoard shallperform the duties that theLaw, theBy-Lawsand theBoard of Directors confer on it to perform acts necessary tothe regular functioning of the Company.

Article 23- The Chief Executive Officer shall specifically be responsible to:

I. to supervise all activities ofthe Company;

II. supervise the activities ofthe otherOfficers;

III. submit for approval by the Board of Directors the work plans and annual budgets, the investment plans and new expansion programs of the Companyand its controlled companies, furthering their implementation accordingto theapproved terms;

IV. formulate strategies and operational guidelines of the Company, as well asestablish the criteria for executing theresolutions of the Shareholders MeetingandBoard ofDirectorswith the participation ofother Officers;

V. coordinate and supervise the activities of the Executive Board, calling and presidingatitsmeetings, with acasting vote in case of tie;

VI. represent the Company at meetings, shareholders meetings and any form of deliberative body ofthe Companies in which the Company has a holding, in which case the minutes of the meeting of the Board of Directors that contains the Company's voting instructions shall be presented tothe chairman of the meeting or shareholders meeting of suchcompany;

V. perform other dutiesconferred by the Board ofDirectors.

Article 24 - Chief Executive Officer shall determine the specific functions of each one of theOfficers, pursuant to the limits as maybe determined by the Company's Board of Directors. The representation of the Company withthe regulators of capital markets, as provided in Ruling No. 202/93, as amended by Ruling No. 309/99, both from the Securities Commission may be performed by any of the Officers, as may be decided by the Company's BoardofDirectors.

Article 25- The Executive Boardas acollective body shall exercise the following powers:

I. establish specific policies and guidelines under the general direction of the businessestablished by the Board of Directors;

II. prepare the estimate, the form of its execution and general plans of the Company, submitting themfor approval of theBoard ofDirectors;

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III. provide the Board of Directors the proposals of the controlled companies in respect to general organizational guidelines, market development and investment and budget plan;

IV. periodically report to the Board of Directors the general progress of the Company's business;

V. propose to the Board of Directors the sale of fixed assets of the Company, if thesegoods represent an amount equal to or exceeding ten million Reais (R$

10,000,000.00) and thesale is not provided in theCompany'sannual budget;

VI. submit a proposal to the Board of Directors for the Company's Internal Rules with its organizational structure;

VII. evaluate the Balance Sheet and other financial statements and the Company's AnnualReport, aswell proposedallocation ofincome, submitting them tothe Fiscal Council, theIndependent Auditorsand theBoard of Directors;

VIII. decide on other matters deemed to be the collective responsibility of the Executive

Boardorassigned toit bythe Board ofDirectors.

CHAPTER IV
Fiscal Council

Article 26 - The Company shallhave a Fiscal Council composed of three (3) members andan equal number of alternates, on a non-permanent basis, and shall only beelected and instated at the Shareholders Meeting at the request of shareholders, in cases provided by law.

Paragraph 1 - Members of theFiscal Council, individuals, residents in Brazil, legally qualified, shall be elected by theShareholders Meeting that decides on instatement of the body, at the request of the shareholders, with a term of office until the first Shareholders Meeting to beheld afterthe election.

Paragraph 2 - The Fiscal Council members shall only be entitled to remuneration assigned tothem at the Shareholders Meeting, during the period in which the body is operating and is effectively exercising its functions.

Paragraph 3 - The Fiscal Council, when installed, shall have the duties prescribed by law, withthe duties of its members notcapable of delegation.

CHAPTERVI

FiscalYear, Balance Sheet andProfits

Article 27 - The fiscal year shall have duration of one (1) year and shall end on the last day ofDecember of each year.

Article 28 - At the end of each fiscal year, the financial statements, substantiated by the balance sheet, retained earnings statement, fiscal year income statement and statement on

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sources and uses of funds shallbe prepared based on the Company's bookkeeping, simultaneously in current national currency and a currency ofconstant purchasing power.

Paragraph 1 - The balance sheet and financial statements shall be submitted at the GeneralShareholders Meeting by the Board of Directors, on the basis of the elements that have been presentedandproposed by the Executive Board.

Paragraph 2 - The Company may report a Balance Sheet and distribute dividends quarterly, provided that the total dividends paid each six months of the fiscal year do notexceed theamount of itscapital reserves.

Paragraph 3 - At any time, the Board of Directors may also decide to distribute interim dividends, retained earnings or profit reserves existing on the last annual or semi-annual balance sheet.

Article 29 - From the result of the fiscal years, anyaccumulated losses and provision for incometax shall bededucted.

Paragraph 1 - On the remaining incomecalculated pursuant to the main provision of thisarticle, the statutory participation of the managers shall be calculated, up to the maximum legallimit.

Paragraph 2 - Thefiscal yearnet profit, obtainedafter the deductionreferred toin the preceding paragraph, shall be allocatedasfollows:

a) five percent (5%) to the legal reserve until reaching twenty percent (20%) of the paid-incapital. Thecreation ofthe LegalReserve may be waived in thefiscal year in which there is abalance, increased by the amount of capital reserves, exceeding thirty percent (30%) of thecapital;

b)Of the balance net income, after the deduction referred to in the preceding paragraph twenty-five percent (25%) shall be allocated for payment of the mandatory dividend to all shareholders, subjectto the provisions of paragraph 3 ofthearticle 5.

c) The remaining balance, subject to registration of profits in the unrealized profit reserveaccount shall be brought to theInvestment Reserve, aimed at ensure the realization of investmentin thecompany’s interest, aswell asto reinforce its workingcapital, which shall not exceed, togetherwith the profit reserves, theamount of Capital;

Article 30 – The dividends not claimed within three (03)years from the date on which they have been placed at the disposal of the shareholders, shall prescribe to the benefit of the Company.

Article 31 – The management bodies may pay or credit interest on capital pursuant toarticle 9,paragraph 7, of Law 9.249, of December 26,1995 and laws and regulation up to theminimum mandatory dividend limit set out in Article 202, of Law 6404/76, which shall bedone by the netincome tax amount.

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CHAPTER VII

Liquidation, Dissolution and Termination

Article 32 – The Company shallenter into liquidation, dissolution and termination in thecases providedby law or by resolution at the Shareholders Meeting.

Sole paragraph – TheBoard of Directors shall appoint a liquidator, theforms andguidelines to follow,set theirfees and elect the Fiscal Council, which operate during liquidation.

Cristina Alves CorrêaJustoReis
Secretary and Lawyer OAB/RJ
117,725

jms/10468.doc

06/20/11

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 30, 2011

CONTAX PARTICIPAÇÕES S.A.

By:	/S/ Michel Neves Sarkis
	Name: Michel Neves Sarkis Title: Investor Relations Officer

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

Contax Holding Inactive 6-K/AManagement Proposal