This Agreement for Divestiture of a Line of Business is entered into by and between:

(i) Telefonica Servicios Internet S. A. C., identified under no. 30753850 of the Unified Taxpayers Registry (Registro Unico de Contribuyentes - RUC); with corporate offices at Avenida Jorge Basadre 592, Office 504, Torre Azul, Piso 4, San Isidro, Lima, Peru, and represented herein by Jesus E quiz a, under a specific power of attorney granted to this end, and identified with Alien Identification Card No. 97536; hereinafter referred to as "TSI."

(ii) Terra Networks Peru S. A., identified under no. 43280716 of the Unified Taxpayers Registry (Registro Unico de Contribuyentes - RUC), with corporate offices at in the city of Lima, Peru; represented herein by Rainer Harry Spitzer Chang, in his capacity as General Manager, and identified with Voter Registration Card No. 07866791, who states that he has sufficient authority to enter into this agreement; hereinafter referred to as "TNP."

This Agreement for Divestiture of a Line of Business is entered into according to the following terms and conditions:

ONE. - BACKGROUND

1.1 TSI is a subsidiary of Telefonica del Peru S.A.A., founded as part of the latter's strategy for providing value added services. For the purposes of this agreement, the listed services shall hereinafter be referred to as the "INTERNET SERVICES."

In conducting its commercial activities, TSI provides INTERNET SERVICES, not including what is known as a "Portal," to two clearly defined market segments: (i) the market consisting of corporate customers (including companies using INTERNET SERVICES), and (ii) the market including residential customers. TSI warrants that each line of business is conducted independently, as demonstrated in the customer breakdown, listing the customers that belong to each of these market segments.

1.2 Within the overall framework of the global strategies designed for the various companies making up the Grupo Societario Telefonica, S. A. (hereinafter, referred to as the "Telefonica Group"), including the parties hereto, it was decided that it was in the interest of those concerned to develop the residential user market on an integrated basis worldwide. For this reason, a decision was made to run the services to be offered to this market through a specific worldwide corporate sub-group, owed by the Telefonica Group, and to this end, TERRA NETWORKS was founded.

TERRA NETWORKS is responsible for developing market activities in the various countries where the Telefonica Group operates, either directly or through its affiliates or subsidiaries, for INTERNET SERVICES aimed at residential users and small business markets, known as "small offices/home offices"(hereinafter, "SOHOs"). The parties understand that the growth strategy for these markets, as defined, will allow for economies of scale in the provision of INTERNET SERVICES.

1.3 TNP is an affiliate of TERRA NETWORKS devoted to providing interactive services over the Internet aimed at the residential user market (hereinafter, the "TNP Business"). TNP does not offer its value-added activities in the corporate customer market segment.

1.4 For the purposes of this agreement, it shall be understood that the residential user market consists of (i) individuals who at the time of contracting for the INTERNET SERVICES, and for as long as they remain users of such services, have no intention of using the services, nor do they currently use them to carry out commercial activities relating to providing goods or services of any type; and (ii) individuals, telecommuters and self-employed professionals who have the intention to use the INTERNET SERVICES from their homes for carrying out commercial activities related to providing goods or services.

TWO. - REPRESENTATIONS AND WARRANTIES

2.1 In its execution of the overall strategy set by the companies making up the Telefonica Group, TSI agrees to restrict its activities to providing INTERNET SERVICES for corporate customers (for the purposes herein, corporate customers shall include any individual or legal entity not included in the definition given under paragraph 1.4). To this end, and in accordance with the business strategy designed by TSI, it shall cease developing or offering the INTERNET SERVICES to residential customers, hereinafter the "Business."

2.2 In view of the shared interests of TSI and TNP, hereinafter, the "Parties," they are entering into this Agreement for Divestiture of a Line of Business under the terms and conditions set forth below.

2.3 TNP represents and warrants the following to TSI:

2.3.1 It is interested in expanding its customer portfolio, and relying on the use of the assets to set up the Business.

2.3.2 It is authorized to enter into this agreement under its Bylaws and under all applicable rules and regulations.

2.3.3 There are no legislative, court-ordered, statutory or contractual provisions, nor any unexecuted awards or provisions of any other type barring it from entering into or performing the agreement.

2.3.4 2.3.4 Authorization of this agreement or fulfillment of the obligations set forth herein:

(a) Is not in violation of any laws currently in force, any administrative regulations, judicial rulings, arbitration awards or any other legal provisions applicable to TNP.

(b) Does not imply a breach of any obligations undertaken by TNP.

2.3.5 It has the capacity to undertake all the obligations emerging as a result of the execution of this agreement.

2.4 TSI represents and warrants the following:

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