<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>e19027ex1.txt
<DESCRIPTION>FORM OF DEPOSIT AGREEMENT
<TEXT>
                                                                       Exhibit 1

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                     SUZANO BAHIA SUL PAPEL E CELULOSE S.A.


                                       AND

                              THE BANK OF NEW YORK

                                  As Depositary

                                       AND

               OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS

                                Deposit Agreement

                          Dated as of November 1, 1993


                  Amended and Restated as of ___________, 2004


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<PAGE>

                                DEPOSIT AGREEMENT


      DEPOSIT AGREEMENT dated as of November 1, 1993, as amended and restated as
of  ________,  2004,  among  SUZANO  BAHIA SUL PAPEL E CELULOSE  S.A., a company
incorporated  under the laws of Brazil (herein  called the Issuer),  THE BANK OF
NEW YORK, a New York banking corporation (herein called the Depositary), and all
Owners  (as  hereinafter  defined)  and  holders  from time to time of  American
Depositary Receipts issued hereunder.


                              W I T N E S S E T H:

      WHEREAS,  the Issuer desires to provide,  as hereinafter set forth in this
Deposit  Agreement,  for the deposit of Shares (as  hereinafter  defined) of the
Issuer  from  time  to time  with  the  Depositary  or with  the  Custodian  (as
hereinafter  defined) as agent of the  Depositary  for the purposes set forth in
this  Deposit  Agreement,   for  the  creation  of  American  Depositary  Shares
representing  the Shares so  deposited  and for the  execution  and  delivery of
American Depositary Receipts evidencing the American Depositary Shares; and

      WHEREAS,  the American  Depositary Receipts are to be substantially in the
form of Exhibit A annexed hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided in this Deposit Agreement;

      NOW,  THEREFORE,  in  consideration  of the premises,  it is agreed by and
between the parties hereto as follows:

ARTICLE 1. DEFINITIONS

      The following definitions shall for all purposes, unless otherwise clearly
indicated, apply to the respective terms used in this Deposit Agreement:

SECTION 1.01. American Depositary Shares.


      The  term   "American   Depositary   Shares"  shall  mean  the  securities
representing  the  interests in the  Deposited  Securities  and evidenced by the
Receipts issued hereunder.  Each American Depositary Share shall represent three
Shares, until there shall occur a distribution upon Deposited Securities covered
by Section 4.03 or a change in Deposited Securities covered by Section 4.08 with
respect  to which  additional  Receipts  are not  executed  and  delivered,  and
thereafter  American  Depositary  Shares shall  evidence the amount of Shares or
Deposited Securities specified in such Sections.


<PAGE>


      SECTION 1.02. Brazil.

      The term "Brazil" shall mean the Federative Republic of Brazil.

      SECTION 1.03. Central Bank.

      The term  "Central  Bank"  shall  mean the Banco  Central do Brasil or any
successor governmental agency in Brazil.

      SECTION 1.04. Business Day.


            The term  "Business  Day" shall mean any day in which both the banks
in Brazil and the banks in New York, New York are open for business.


      SECTION 1.05. Commission.


            The  term  "Commission"  shall  mean  the  Securities  and  Exchange
Commission  of the United  States or any  successor  governmental  agency in the
United States.


      SECTION 1.06. Custodian.

            The term  "Custodian"  shall mean the Principal  Sao Paulo,  Brazil,
office of Banco Itau,  S.A., as agent of the Depositary for the purposes of this
Deposit  Agreement,  and any other firm or  corporation  which may  hereafter be
appointed by the Depositary pursuant to the terms of Section 5.05, as substitute
custodian hereunder, as the context shall require.

      SECTION 1.07. Deposit Agreement.


            The term "Deposit Agreement" shall mean this Agreement,  as the same
may be amended from time to time in accordance with the provisions hereof.


      SECTION 1.08. Depositary; Corporate Trust Office.


            The term  "Depositary"  shall mean The Bank of New York,  a New York
banking  corporation  and  any  successor  as  depositary  hereunder.  The  term
"Corporate Trust Office",  when used with respect to the Depositary,  shall mean
the office of the Depositary  which at the date of this Agreement is 101 Barclay
Street,  New York, New York, 10286. If the address of the Corporate Trust Office
changes after the date of this

<PAGE>

Deposit  Agreement,  notice  shall be given 30 days prior to such  change by the
Depositary  to the Issuer of such new address.  During such 30 day  notification
period,  the Issuer shall send all  communications to the Depositary's  previous
address.


      SECTION 1.09. Deposited Securities.


            The term "Deposited  Securities" as of any time shall mean Shares at
such time deposited or deemed to be deposited  under this Deposit  Agreement and
any and all other  securities,  property and cash received by the  Depositary or
the Custodian in respect thereof and at such time held hereunder,  subject as to
cash to the provisions of Section 4.05.


      SECTION 1.10. Dollars.

            The term "Dollars" shall mean United States dollars.

      SECTION 1.11. Foreign Currency.


            The term "Foreign Currency" shall mean currency other than Dollars.


      SECTION 1.12. Foreign Registrar.


            The term "Foreign  Registrar"  shall mean the entity that  presently
carries  out the  duties  of  registrar  for the  Shares  of the  Issuer  or any
successor  as  registrar  for the Shares of the  Issuer and any other  appointed
agent of the Issuer for the transfer and registration of Shares.


      SECTION 1.13. Issuer.

            The term "Issuer" shall mean Suzano Bahia Sul Papel e Celulose S.A.,
a company incorporated under the laws of Brazil, and its successors.

      SECTION 1.14. Owner.


            The term  "Owner"  shall  mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.

<PAGE>


      SECTION 1.15. Receipts.


            The term  "Receipts"  shall mean the  American  Depositary  Receipts
issued hereunder evidencing American Depositary Shares.


      SECTION 1.16. Registrar.


            The term "Registrar"  shall mean any bank or trust company having an
office  in the  Borough  of  Manhattan,  The City of New  York,  which  shall be
appointed to register  Receipts and transfers of Receipts as herein provided and
shall include any co-registrar  appointed by the Depositary  after  consultation
with the Issuer.


      SECTION 1.17. Restricted Receipts.


            The  term  "Restricted  Receipts"  shall  mean any  Receipts  issued
pursuant to Section 4.04 hereunder in connection  with the issuance of rights by
the Issuer as set forth in such Section.  Any such Restricted  Receipts shall be
legended in accordance  with  applicable  U.S. laws, and shall be subject to the
appropriate restrictions on sale, deposit, cancellation, and transfer under such
laws.


      SECTION 1.18. Securities Act of 1933.


            The term  "Securities  Act of 1933"  shall  mean the  United  States
Securities Act of 1933, as from time to time amended.


      SECTION 1.19. Shares.

            The term "Shares" shall mean Preferred Shares (acoes  preferenciais)
of the  Issuer  heretofore  validly  issued  and  outstanding  and fully paid or
hereafter validly issued and outstanding and fully paid; provided, however, that
if there shall occur any change in nominal value, a split-up or consolidation or
any other  reclassification  or, upon the  occurrence  of an event  described in
Section  4.08,  an exchange  or  conversion  in respect of the Shares,  the term
"Shares" shall thereafter represent the successor securities resulting from such
change  in   nominal   value,   split-up   or   consolidation   or  such   other
reclassification  or such  exchange or  conversion.  Reference  to Shares  shall
include  evidence of rights to receive  Shares;  provided that in no event shall
the term "Shares"  include  evidence of rights to receive Shares with respect to
which the full purchase price has not been paid.


<PAGE>

ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER
AND SURRENDER OF RECEIPTS.

      SECTION 2.01. Form and Transferability of Receipts.

            Definitive  Receipts shall be substantially in the form set forth in
Exhibit  A annexed  to this  Deposit  Agreement,  with  appropriate  insertions,
modifications  and  omissions,  as  hereinafter  provided.  No Receipt  shall be
entitled to any benefits under this Deposit  Agreement or be valid or obligatory
for any purpose,  unless such Receipt shall have been executed by the Depositary
by the manual or  facsimile  signature  of a duly  authorized  signatory  of the
Depositary  and,  if a Registrar  for the  Receipts  shall have been  appointed,
countersigned by the manual or facsimile  signature of a duly authorized officer
of the Registrar.  The Depositary  shall maintain books on which each Receipt so
executed  and  delivered as  hereinafter  provided and the transfer of each such
Receipt shall be registered.  Receipts bearing the manual or facsimile signature
of a duly  authorized  signatory of the  Depositary who was at any time a proper
signatory of the Depositary shall bind the Depositary, notwithstanding that such
signatory  has ceased to hold such office prior to the execution and delivery of
such  Receipts  by the  Registrar  or did not hold  such  office  on the date of
issuance of such Receipts.

            The Receipts may be endorsed with or have  incorporated  in the text
thereof  such legends or recitals or  modifications  not  inconsistent  with the
provisions  of this Deposit  Agreement as may be required by the  Depositary  or
required to comply with any applicable law or regulations thereunder or with the
rules and regulations of any securities  exchange upon which American Depositary
Shares may be listed or to conform  with any usage with respect  thereto,  or to
indicate  any  special  limitations  or  restrictions  to which  any  particular
Receipts  are  subject  by  reason  of the date of  issuance  of the  underlying
Deposited Securities or otherwise.

            Title to a Receipt (and to the American  Depositary Shares evidenced
thereby),  when  properly  endorsed or  accompanied  by a proper  instrument  or
instruments of transfer,  shall be transferable by delivery with the same effect
as in the case of a negotiable  instrument;  provided,  however, that the Issuer
and the Depositary,  notwithstanding  any notice to the contrary,  may treat the
Owner thereof as the absolute owner thereof for the purpose of  determining  the
person entitled to distribution  of dividends or other  distributions  or to any
notice provided for in this Deposit Agreement,  and for all other purposes,  and
neither the Depositary nor the Issuer shall have any obligation or be subject to
any  liability  under this Deposit  Agreement to any holder of a Receipt  unless
such holder is the Owner thereof.

      SECTION 2.02. Deposit of Shares.


            Subject  to the  terms and  conditions  of this  Deposit  Agreement,
Shares or  evidence  of rights to receive  Shares may be  deposited  by delivery
thereof to the


<PAGE>


Custodian hereunder, accompanied by any appropriate instrument or instruments of
transfer,  or  endorsement,  in form  reasonably  satisfactory to the Custodian,
together with all such  certifications  as may be required  from the  individual
depositing the underlying  Shares or any  governmental  agency,  stock exchange,
etc., by the  Depositary or the Custodian in accordance  with the  provisions of
this Deposit Agreement, and, if the Depositary requires, together with a written
order  directing  the  Depositary to execute and deliver to, or upon the written
order of, the person or persons  stated in such order, a Receipt or Receipts for
the number of American  Depositary Shares  representing  such deposit.  No Share
shall be accepted for deposit unless accompanied by evidence, if any is required
by the  Depositary,  that is reasonably  satisfactory to the Depositary that all
conditions  to such deposit have been  satisfied by the person  depositing  such
Shares under Brazilian laws and regulations and any necessary  approval has been
granted by any governmental body in Brazil, if any, which is then performing the
function of the regulation of currency exchange.  If required by the Depositary,
Shares  presented for deposit at any time,  whether or not the transfer books of
the Issuer or the Foreign Registrar,  if applicable,  are closed,  shall also be
accompanied by an agreement or assignment,  or other instrument  satisfactory to
the  Depositary,  which will provide for the prompt transfer to the Custodian of
any dividend,  or right to subscribe for  additional  Shares or to receive other
property which any person in whose name the Shares are or have been recorded may
thereafter  receive  upon or in respect  of such  deposited  Shares,  or in lieu
thereof, such agreement of indemnity or other agreement as shall be satisfactory
to the Depositary.


            At the  request  and risk and  expense  of any person  proposing  to
deposit Shares,  and for the account of such person,  the Depositary may receive
certificates  or  evidence  of  ownership  of title to shares  to be  deposited,
together  with the  other  instruments  herein  specified,  for the  purpose  of
forwarding such Shares to the Custodian for deposit hereunder.


            Upon each delivery to the Custodian of a certificate or certificates
or evidence of ownership and title to Shares to be deposited hereunder, together
with the other  documents  above  specified,  the  Custodian  shall,  as soon as
transfer  and  recordation  can be  accomplished,  present such  certificate  or
certificates  or  evidence of  ownership  and title to the Issuer or the Foreign
Registrar,  if  applicable,  for  transfer and  recordation  of the Shares being
deposited in the name of the  Depositary  or its nominee or the Custodian or its
nominee.

            Deposited  Securities  shall  be  held by the  Depositary  or by the
Custodian  for the account and to the order of the  Depositary  or at such other
place or places as the Depositary shall determine.


<PAGE>

      SECTION 2.03. Execution and Delivery of Receipts.


            Upon  receipt by the  Custodian  of any deposit  pursuant to Section
2.02  hereunder  (and in addition,  if the  transfer  books of the Issuer or the
Foreign  Registrar,  if  applicable,  are open,  the  Depositary may in its sole
discretion  require a proper  acknowledgment  or other  evidence from the Issuer
that any Deposited Securities have been recorded upon the books of the Issuer or
the Foreign  Registrar,  if  applicable,  in the name of the  Depositary  or its
nominee or the  Custodian or its  nominee),  together  with the other  documents
required as above  specified,  the Custodian shall notify the Depositary of such
deposit and the person or persons to whom or upon whose  written order a Receipt
or  Receipts  are  deliverable  in respect  thereof  and the number of  American
Depositary Shares to be evidenced  thereby.  Such notification  shall be made by
letter or, at the request, risk and expense of the person making the deposit, by
cable,  telex or facsimile  transmission.  Upon  receiving  such notice from the
Custodian,  or upon the  receipt of Shares by the  Depositary,  the  Depositary,
subject to the terms and conditions of this Deposit Agreement, shall execute and
deliver at its  Corporate  Trust  Office,  to or upon the order of the person or
persons named in the notice delivered to the Depositary,  a Receipt or Receipts,
registered in the name or names and evidencing any authorized number of American
Depositary Shares requested by such person or persons,  but only upon payment to
the  Depositary of the fees of the  Depositary for the execution and delivery of
such  Receipt or  Receipts as  provided  in Section  5.09,  and of all taxes and
governmental  charges and fees payable in  connection  with such deposit and the
transfer of the Deposited Securities.


      SECTION 2.04. Transfer of Receipts; Combination and Split-up of Receipts.

            The Depositary,  subject to the terms and conditions of this Deposit
Agreement including payment of the fees of the Depositary as provided in Section
5.09, shall, without  unreasonable delay,  register transfers of Receipts on its
transfer books from time to time, upon any surrender of a Receipt,  by the Owner
in person or by a duly authorized attorney,  properly endorsed or accompanied by
a proper  instrument  or  instruments  of  transfer,  and duly stamped as may be
required  by the  laws of the  State of New York  and of the  United  States  of
America.  Thereupon the  Depositary  shall execute a new Receipt or Receipts and
deliver  the same to or upon the order of the person  entitled  thereto but only
upon  payment to the  Depositary  of the fees of the  Depositary  as provided in
Section 5.09.

            The Depositary,  subject to the terms and conditions of this Deposit
Agreement,  shall upon  surrender  of a Receipt or  Receipts  for the purpose of
effecting a split-up or  combination  of such Receipt or  Receipts,  execute and
deliver  a new  Receipt  or  Receipts  for any  authorized  number  of  American
Depositary  Shares  requested,

<PAGE>

evidencing  the same  aggregate  number  of  American  Depositary  Shares as the
Receipt or Receipts surrendered.

            The Depositary may, after consultation with the Issuer,  appoint one
or more co-transfer agents for the purpose of effecting transfers,  combinations
and  split-ups  of  Receipts  at  designated  transfer  offices on behalf of the
Depositary.  Each co-transfer agent appointed under this Section 2.04 shall give
notice in writing to the Issuer and the Depositary  accepting  such  appointment
and agreeing to be bound by the applicable terms of this Deposit  Agreement.  In
carrying  out its  functions,  a  co-transfer  agent  may  require  evidence  of
authority and compliance with  applicable laws and other  requirements by Owners
or persons entitled to Receipts and will be entitled to protection and indemnity
to the same extent as the Depositary.

      SECTION 2.05. Surrender of Receipts and Withdrawal of Shares.

            Upon surrender at the Corporate  Trust Office of the Depositary of a
Receipt for the purpose of withdrawal of the Deposited Securities represented by
the American  Depositary  Shares evidenced by such Receipt,  and upon payment of
the fee of the  Depositary  for the surrender of Receipts as provided in Section
5.09 and payment of all taxes and  governmental  charges  payable in  connection
with such surrender and withdrawal of the Deposited  Securities,  and subject to
the terms and  conditions of this Deposit  Agreement,  the Owner of such Receipt
shall be  entitled  to  delivery,  to him or upon his  order,  of the  amount of
Deposited  Securities  or evidence of ownership of and title to such Deposit and
Securities at the time represented by the American  Depositary  Shares evidenced
by such Receipt.  Delivery of such Deposited Securities or evidence of ownership
of and title to such Deposit and  Securities  may be made by the delivery of (a)
certificates  in the name of such  Owner or as  ordered  by him or  certificates
properly  endorsed or  accompanied  by a proper  instrument  or  instruments  of
transfer  to such Owner or as ordered by him or proper  instruments  of Transfer
and (b) any other  securities,  property  and cash to which  such  Owner is then
entitled in respect of such  Receipts  to such Owner or as ordered by him.  Such
delivery shall be made, as hereinafter  provided,  without unreasonable delay.

            A Receipt  surrendered  for such  purposes  may be  required  by the
Depositary  to  be  properly  endorsed  in  blank  or  accompanied  by a  proper
instrument  or  instruments  of  transfer  in blank,  and if the  Depositary  so
requires,  the Owner  thereof  shall  execute  and deliver to the  Depositary  a
written order directing the Depositary to cause the Deposited  Securities  being
withdrawn to be  delivered  to or upon the written  order of a person or persons
designated in such order. Thereupon the Depositary shall direct the Custodian to
deliver at the Sao Paulo,  office of the  Custodian,  subject to Sections  2.06,
3.01 and 3.02 and to the other terms and  conditions of this Deposit  Agreement,
to or upon the written  order of the person or persons  designated  in the order
delivered  to  the  Depositary  as  above  provided,  the  amount  of  Deposited
Securities  represented  by the  American  Depositary  Shares  evidenced by such
Receipt,  except that the Depositary may

<PAGE>

make  delivery to such person or persons at the  Corporate  Trust  Office of the
Depositary  of any  dividends or  distributions  with  respect to the  Deposited
Securities  represented  by the  American  Depositary  Shares  evidenced by such
Receipt,  or of any proceeds of sale of any dividends,  distributions or rights,
which may at the time be held by the Depositary.

            At the  request,  risk and  expense of any Owner so  surrendering  a
Receipt,  and for the account of such Owner,  the  Depositary  shall  direct the
Custodian to forward any cash or other property (other than rights)  comprising,
and forward a certificate or certificates or such documents evidencing ownership
of and title to such Deposited  Securities  and other proper  documents of title
for, the Deposited  Securities  represented  by the American  Depositary  Shares
evidenced by such Receipt to the Depositary for delivery at the Corporate  Trust
Office of the  Depositary.  Such  direction  shall be given by letter or, at the
request,  risk  and  expense  of  such  Owner,  by  cable,  telex  or  facsimile
transmission.

      SECTION  2.06.  Limitations  on  Execution  and  Delivery,   Transfer  and
Surrender of Receipts.


            As a condition precedent to the execution and delivery, registration
of transfer, split-up,  combination or surrender of any Receipt or withdrawal of
any Deposited Securities, the Depositary, the Custodian or Registrar may require
payment from the  depositor  of Shares or the  presentor of the Receipt of a sum
sufficient  to  reimburse  it for any tax or other  governmental  charge and any
stock transfer or registration fee with respect thereto  (including any such tax
or charge or fee with respect to the Shares being  deposited or  withdrawn)  and
payment of any applicable fees as herein provided, may require the production of
proof satisfactory to it as to the identity and genuineness of any signature and
may also require  compliance  with any  regulations the Depositary may establish
consistent  with the provisions of this Deposit  Agreement,  including,  without
limitation, Section 7.07.


            The  delivery of Receipts  against  deposits of Shares  generally or
against  deposits of  particular  Shares may be  suspended,  or the  transfer of
Receipts in particular instances may be refused, or the registration of transfer
of outstanding  Receipts generally may be suspended,  during any period when the
transfer  books of the  Depositary  or the Issuer or the Foreign  Registrar,  if
applicable,  are closed,  or if any such action is deemed necessary or advisable
by the  Depositary or the Issuer at any time or from time to time because of any
requirement of law or of any government or governmental  body or commission,  or
under any provision of this Deposit Agreement,  or for any other reason, subject
to Section 7.07 of this Deposit Agreement.  Notwithstanding  any other provision
of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts
and  withdrawal of Deposited  Securities may be suspended only for (i) temporary
delays caused by closing the transfer  books of the  Depositary or the Issuer or
the deposit of Shares in connection with voting at a shareholders'  meeting,  or
the payment of dividends,

<PAGE>

(ii) the payment of fees, taxes and similar  charges,  and (iii) compliance with
any U.S. or foreign laws or governmental regulations relating to the Receipts or
to the  withdrawal  of  the  Deposited  Securities.  Without  limitation  of the
foregoing,  the  Depositary  shall not  knowingly  accept for deposit under this
Deposit  Agreement any Shares required to be registered  under the provisions of
the Securities Act of 1933,  unless a registration  statement is in effect as to
such Shares or such registration is not required.  For purposes of the foregoing
sentence  the  Depositary  shall be  entitled to rely upon  representations  and
warranties  deemed made  pursuant to Section 3.03 of this Deposit  Agreement and
shall not be required to make any further investigation.

      SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Receipts.

            In case any Receipt shall be mutilated,  destroyed,  lost or stolen,
the Depositary shall execute and deliver a new Receipt of like tenor in exchange
and substitution for such mutilated  Receipt upon  cancellation  thereof,  or in
lieu of and in substitution for such destroyed,  lost or stolen Receipt.  Before
the  Depositary  shall execute and deliver a new Receipt in  substitution  for a
destroyed,  lost or stolen Receipt,  the Owner thereof shall have (a) filed with
the  Depositary  (i) a  request  for such  execution  and  delivery  before  the
Depositary  has  notice  that the  Receipt  has  been  acquired  by a bona  fide
purchaser  and (ii) a  sufficient  indemnity  bond and (b)  satisfied  any other
reasonable requirements imposed by the Depositary.

      SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.

            All Receipts surrendered to the Depositary shall be cancelled by the
Depositary. The Depositary is authorized to destroy Receipts so cancelled.


      SECTION 2.09. Pre-Release of Receipts.


            In its capacity as Depositary,  the Depositary will lend neither the
Shares held hereunder nor the Receipts;  provided,  however, that the Depositary
reserves the right to (i) execute and deliver  Receipts  prior to the receipt of
Shares pursuant to Section 2.02 and (ii) deliver Shares prior to the receipt and
cancellation of Receipts pursuant to Section 2.05, including Receipts which were
issued  under (i) above but for which  Shares  may not have been  received.  The
Depositary  may receive  Receipts in lieu of Shares  under (i) above and receive
Shares in lieu of Receipts under (ii) above.  Each such  transaction will be (a)
preceded  or  accompanied  by a written  representation  from the person to whom
Receipts or Shares are to be delivered that such person,  or its customer,  owns
the  Shares or  Receipts  to be  remitted,  as the case may be, (b) at all times
fully  collateralized with cash or such other collateral as the Depositary deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further  indemnities and credit regulations
as the Depositary  deems  appropriate.  The Depositary  will limit the number of
Receipts  and Shares  involved  in

<PAGE>

such  transactions  at any one time to  thirty  percent  (30%)  of the  American
Depositary  Shares  outstanding  (without  giving effect to American  Depositary
Shares  evidenced  by  Receipts  outstanding  under (i)  above),  or Shares held
hereunder,  respectively;  provided,  however,  that the Depositary reserves the
right  to  change  or  disregard  such  limit  from  time to  time  as it  deems
appropriate.  The Depositary  will also set limits with respect to the number of
Receipts and Shares  involved in  transactions to be done hereunder with any one
person on a case by case basis as it deems appropriate.

            The  Depositary  may retain  for its own  account  any  compensation
received by it in connection with the foregoing.

      SECTION 2.10. Maintenance of Records.

            The   Depositary   agrees  to  maintain   records  of  all  Receipts
surrendered and Deposited  Securities  withdrawn under Section 2.05,  substitute
Receipts delivered under Section 2.07, and cancelled or destroyed Receipts under
Section 2.08, in keeping with procedures  ordinarily  followed by stock transfer
agents located in The City of New York.

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS.

      SECTION 3.01. Filing Proofs, Certificates and Other Information.

            Any person  presenting  Shares for deposit or any Owner of a Receipt
may be required  from time to time to file with the  Depositary or the Custodian
such proof of citizenship or residence,  exchange control approval, proof of the
identity of any person legally or beneficially interested in the Receipt and the
nature of such interest or such information  relating to the registration on the
books of the Issuer or the Foreign  Registrar,  if  applicable,  to execute such
certificates and to make such representations and warranties,  as the Depositary
or the Issuer may deem  necessary  or proper.  The  Depositary  may withhold the
delivery or registration  of transfer of any Receipt or the  distribution of any
dividend or sale or distribution of rights or of the proceeds  thereof or of any
Deposited  Securities  until  such proof or other  information  is filed or such
certificates are executed or such  representations and warranties made. Upon the
request of the Issuer,  the  Depositary  shall provide the Issuer with copies of
all such certificates and such written  representations  and warranties provided
to the  Depositary  under this  Section  3.01.  The Issuer may from time to time
request  Owners to provide  information  as to the capacity in which such Owners
own or owned  Receipts and  regarding  the identity of any other persons then or
previously  interested  in such  Receipts  and the nature of such  interest  and
various other matters. Each Owner agrees to provide any information requested by
the Issuer or the Depositary pursuant to this paragraph.

<PAGE>

      SECTION 3.02. Liability of Owner for Taxes.

            If any tax or other  governmental  charge shall become  payable with
respect to any Receipt or any Deposited  Securities  represented by any Receipt,
such tax or other  governmental  charge  shall be  payable  by the Owner of such
Receipt to the  Depositary.  The Depositary may refuse to effect any transfer of
such Receipt or any withdrawal of Deposited  Securities  represented by American
Depositary  Shares evidenced by such Receipt until such payment is made, and may
withhold any  dividends or other  distributions,  or may sell for the account of
the Owner thereof any part or all of the Deposited Securities represented by the
American  Depositary  Shares  evidenced  by such  Receipt,  and may  apply  such
dividends or other  distributions or the proceeds of any such sale in payment of
such tax or other governmental charge and the Owner of such Receipt shall remain
liable for any deficiency.

      SECTION 3.03. Warranties on Deposit of Shares.

            Every person depositing Shares under this Deposit Agreement shall be
deemed  thereby to represent  and warrant that such Shares and each  certificate
therefor are validly issued,  fully paid and not subject to any claim in respect
of pre-emptive  rights of the holders of outstanding  Shares and that the person
making such deposit is duly authorized to do so. Every such person shall also be
deemed  to  represent  that  the  deposit  of such  Shares  or sale of  Receipts
evidencing American Depositary Shares representing such Shares by that person is
not  restricted  under the  Securities  Act of 1933.  Such  representations  and
warranties shall survive the deposit of such Shares and issuance of Receipts.

      SECTION 3.04. Information Requests.

            The  Issuer  may from time to time  request  Owners of  Receipts  to
provide  information  as to the  capacity  in  which  such  Owners  own or owned
Receipts  and  regarding  the identity of any other  persons then or  previously
interested  in such Receipts as to the nature of such interest and various other
matters.  The Depositary agrees to use reasonable efforts to comply with written
instructions received from the Issuer requesting that the Depositary forward any
such  requests to the Owner and to forward to the Issuer any  responses  to such
requests received by the Depositary.


            Each of the Depositary  and the Issuer hereby  confirms to the other
that for as long as the Deposit Agreement is in effect, it shall furnish the CVM
and the Central Bank, at any time and within the period that may be  determined,
with any information and documents  related to the American  Depositary  Receipt


<PAGE>


program and the Receipts issued  hereunder.  In the event that the Depositary or
the  Custodian  shall be advised in writing by reputable  independent  Brazilian
counsel that the  Depositary  or the  Custodian  reasonably  could be subject to
criminal,  or material,  as  reasonably  determined  by the  Depositary,  civil,
liabilities as a result of the Issuer having failed to provide such  information
or documents  reasonably available only through the Issuer, the Depositary shall
have the right to terminate this Deposit Agreement, upon at least 15 days' prior
notice to the Owners and the Issuer,  and the Depositary shall not be subject to
any liability  hereunder on account of such  termination or such  determination.
The  effect  of any  such  termination  of this  Deposit  Agreement  shall be as
provided in Section 6.2


ARTICLE 4. THE DEPOSITED SECURITIES.

      SECTION 4.01. Cash Distributions.

            Whenever the  Depositary  or the  Custodian  shall  receive any cash
dividend or other cash distribution on any Deposited Securities,  the Depositary
or the Custodian shall convert or cause to be converted  within one Business Day
of it or the Custodian's receipt of such dividend or other cash distribution, in
accordance with  applicable law,  subject to the provisions of Section 4.05, and
either  the  Depositary  or the  Custodian  shall  as  promptly  as  practicable
distribute  the  amount  thus  received  (net of the fees of the  Depositary  as
provided in Section  5.09) by check drawn on a bank in The City of New York,  to
the  Depositary  which  shall  distribute  such  amounts to the Owners  entitled
thereto,  in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them respectively;  provided, however, that in
the event that the Issuer or the  Depositary  shall be required to withhold  and
does withhold from such cash dividend or such other cash  distribution an amount
on account of taxes or other

<PAGE>

governmental  charges,  the  amount  distributed  to the  Owner of the  Receipts
evidencing  American  Depositary Shares  representing such Deposited  Securities
shall be reduced accordingly.  The Depositary shall distribute only such amount,
however,  as can be distributed  without  attributing to any Owner a fraction of
one cent. Any such fractional amounts shall be rounded to the nearest whole cent
and so  distributed  to Owners  entitled  thereto.  The Issuer or its agent will
remit to the appropriate  governmental agency in Brazil all amounts withheld and
owing to such  agency.  The  Depositary  will forward to the Issuer or its agent
such information from its records as the Issuer may reasonably request to enable
the Issuer or its agent to file necessary  reports with  governmental  agencies,
and the  Depositary  or the  Issuer  or its  agent  may file  any  such  reports
necessary to obtain benefits under the applicable tax treaties for the Owners of
Receipts.

      SECTION 4.02. Distributions other than Cash, Shares or Rights.

            Subject to the  provisions  of Section  4.11 and 5.09,  whenever the
Depositary shall receive any distribution other than a distribution described in
Sections  4.01,  4.03 or 4.04,  the  Depositary  shall cause the  securities  or
property  received  by it or the  Custodian  to be  distributed  to  the  Owners
entitled  thereto,  in  proportion to the number of American  Depositary  Shares
representing such Deposited Securities held by them respectively,  in any manner
that the Depositary may deem equitable and  practicable for  accomplishing  such
distribution;  provided,  however, that if in the opinion of the Depositary such
distribution cannot be made  proportionately  among the Owners entitled thereto,
or if for any other reason (including,  but not limited to, any requirement that
the  Issuer or the  Depositary  withhold  an amount on account of taxes or other
governmental  charges  or that  such  securities  must be  registered  under the
Securities  Act of 1933 in order to be  distributed  to Owners or  holders)  the
Depositary deems such distribution not to be feasible,  the Depositary may adopt
such  method  as it may  deem  equitable  and  practicable  for the  purpose  of
effecting  such  distribution,  including,  but not  limited  to,  the public or
private sale of the securities or property thus  received,  or any part thereof,
and the net  proceeds  of any such  sale (net of the fees of the  Depositary  as
provided in Section 5.09) shall be  distributed  by the Depositary to the Owners
entitled  thereto as in the case of a  distribution  received in cash,  provided
that any unsold balance of such securities or property may be distributed by the
Depositary to the Owners entitled  thereto in accordance with such equitable and
practicable method as the Depositary shall have adopted.

      SECTION 4.03. Distributions in Shares.

            If any  distribution  upon any  Deposited  Securities  consists of a
dividend in, or free  distribution of, Shares,  the Depositary may, and shall if
the Issuer shall so request,  distribute to the Owners of  outstanding  Receipts
entitled  thereto,  in  proportion to the number of American  Depositary  Shares
representing  such Deposited  Securities held by them  respectively,  additional
Receipts evidencing an aggregate number of American

<PAGE>

Depositary Shares representing the amount of Shares received as such dividend or
free distribution,  subject to the terms and conditions of the Deposit Agreement
with  respect to the deposit of Shares and the  issuance of American  Depositary
Shares  evidenced by Receipts,  including  the  withholding  of any tax or other
governmental  charge as provided in Section  4.11 and the payment of the fees of
the  Depositary as provided in Section 5.09. In lieu of delivering  Receipts for
fractional  American  Depositary  Shares in any such case, the Depositary  shall
sell the amount of Shares  represented  by the  aggregate of such  fractions and
distribute  the net  proceeds,  all in the manner and subject to the  conditions
described in Section 4.01. If additional  Receipts are not so distributed,  each
American Depositary Share shall thenceforth also represent the additional Shares
distributed upon the Deposited Securities represented thereby.

      SECTION 4.04. Rights.

            In the event that the Issuer  shall  offer or cause to be offered to
the holders of any Deposited  Securities  any rights to subscribe for additional
Shares or any rights of any other nature,  the  Depositary,  after  consultation
with the Issuer,  shall have  discretion  as to the  procedure to be followed in
making such rights  available  to any Owners or in  disposing  of such rights on
behalf of any Owners and making the net proceeds available to such Owners or, if
by the terms of such rights offering or for any other reason, the Depositary may
not either  make such rights  available  to any Owners or dispose of such rights
and make the net proceeds  available to such Owners,  then the Depositary  shall
allow the rights to lapse; provided,  however, if at the time of the offering of
any rights the Depositary determines in its discretion,  after consultation with
the Issuer,  that it is lawful and feasible to make such rights available to all
Owners or to  certain  Owners but not to other  Owners,  the  Depositary,  after
consultation with the Issuer,  may distribute to any Owner to whom it determines
the  distribution  to be lawful and  feasible,  in  proportion  to the number of
American  Depositary  Shares held by such Owner,  warrants or other  instruments
therefor in such form as it deems appropriate.  If the Depositary  determines in
its discretion,  after  consultation with the Issuer,  that it is not lawful and
feasible  to make such  rights  available  to  certain  Owners,  it may sell the
rights,  warrants or other  instruments  in proportion to the number of American
Depositary  Shares  held by the  Owners  to whom  it has  determined  it may not
lawfully or feasibly make such rights  available,  and allocate the net proceeds
of such sales (net of the fees of the Depositary as provided in Section 5.09 and
all taxes and  governmental  charges  payable in connection with such rights and
subject to the terms and  conditions of this Deposit  Agreement) for the account
of such Owners otherwise entitled to such rights, warrants or other instruments,
upon an averaged or other  practical  basis without  regard to any  distinctions
among such Owners  because of exchange  restrictions  or the date of delivery of
any  Receipt or  otherwise.  The  Depositary  shall not be  responsible  for any
failure  to  determine  that it may be lawful or  feasible  to make such  rights
available to Owners in general or any Owner in particular.

<PAGE>

            If an Owner of Receipts  requests  the  distribution  of warrants or
other  instruments  in order to exercise  the rights  allocable  to the American
Depositary Shares of such Owner hereunder,  the Depositary will make such rights
available  to such Owner upon written  notice from the Issuer to the  Depositary
that (a) the Issuer has elected in its sole  discretion to permit such rights to
be exercised  and (b) such Owner has executed  such  documents as the Issuer has
determined  in its sole  discretion  are required  under  applicable  law.  Upon
instruction  pursuant to such warrants or other  instruments  to the  Depositary
from such  Owner to  exercise  such  rights,  upon  payment by such Owner to the
Depositary  for the  account  of such Owner of an amount  equal to the  purchase
price of the Shares to be received  upon the  exercise  of the rights,  and upon
payment of the fees of the  Depositary  as set forth in such  warrants  or other
instruments,  the Depositary shall, on behalf of such Owner, exercise the rights
and purchase  the Shares,  and the Issuer shall cause the Shares so purchased to
be delivered to the Depositary on behalf of such Owner. As agent for such Owner,
the  Depositary  will cause the Shares so purchased to be deposited  pursuant to
Section 2.02 of this Deposit Agreement,  and shall,  pursuant to Section 2.03 of
this Deposit Agreement, execute and deliver to such Owner Restricted Receipts.

            If  registration  under the Securities Act of 1933 of the securities
to which any  rights  relate is  required  in order for the Issuer to offer such
rights to Owners and sell the  securities  upon the  exercise  of such rights to
Owners, the Depositary will not offer such rights to the Owners unless and until
such a registration  statement is in effect,  or unless the offering and sale of
such  securities  to the Owners of such  Receipts  are exempt from  registration
under the provisions of such Act.

      SECTION 4.05. Conversion of Foreign Currency.

            Whenever the  depositary  or the  Custodian  shall  receive  Foreign
Currency,  by way of dividends or other  distributions  or the net proceeds from
the sale of securities,  property or rights in respect of such Receipts,  and if
at the time of the  receipt  thereof  the  Foreign  Currency  so  received  can,
pursuant to applicable  law, be converted  into Dollars,  the  Depositary  shall
convert  or  cause  to be  converted  within  one  Business  Day  of  its or the
Custodian's  receipt of such  Foreign  Currency,  by sale or in any other manner
that it may determine in accordance with  applicable law, such Foreign  Currency
into Dollars. If at the time of conversion of such Foreign Currency into Dollars
such Dollars can,  pursuant to applicable law, be transferred  outside of Brazil
for  distribution  to  the  owners  entitled  thereto,  such  Dollars  shall  be
distributed as promptly as practicable to the Owners entitled thereto or, if the
Depositary  shall have  distributed  any rights,  warrants or other  instruments
which entitle the holders  thereof to such Dollars,  then to the holders of such
rights,  warrants and/or  instruments upon surrender  thereof for  cancellation.
Such  distribution  or  conversion  may  be  made  upon  an  averaged  or  other
practicable basis without regard to any distinctions  among Owners on account of
exchange  restrictions,  the date of delivery of any  Receipt or  otherwise  and
shall  be net  of any  expenses  of  conversion  into  Dollars  incurred  by the
Depositary as provided in Section 5.09.

<PAGE>

            If conversion of Foreign  Currency into Dollars or  distribution  of
Dollars  or  non-convertible  Foreign  Currency  can be  effected  only with the
approval or license of any government or agency  thereof,  the Depositary  shall
file as  promptly  as  practicable  such  application  for  approval or license;
however,  the Depositary  shall be entitled to rely upon Brazilian local counsel
in such  matters,  which  counsel  shall be  instructed  to act as  promptly  as
possible.


            If at any time Foreign  Currency  received by the  Depositary or the
Custodian is not, pursuant to applicable law, convertible,  in whole or in part,
into Dollars transferable to United States, or if any approval or license of any
government or agency thereof which is required for such  conversion is denied or
in the opinion of the  Depositary can not be promptly  obtained,  the Depositary
shall,  (a) as to that portion of the Foreign  Currency that is convertible into
Dollars,  make such conversion and (i) if permitted  pursuant to applicable law,
transfer  such  Dollars  to the  United  States  and  distribute  to  Owners  in
accordance  with the first  paragraph of this Section 4.05 or (ii) to the extent
transfer  of such  Dollars to the United  States is not  permitted  pursuant  to
applicable  law, hold such Dollars as may not be transferred  for the benefit of
the Owners entitled thereto, and (b) as the non-convertible balance, if any, (i)
if  requested  in  writing by an Owner,  distribute  or cause the  Custodian  to
distribute the Foreign Currency (or an appropriate document evidencing the right
to receive such Foreign Currency) received by the Depositary or the Custodian to
such Owner and, (ii) the  Depositary  shall hold or shall cause the Custodian to
hold any amounts of nonconvertible  Foreign Currency not distributed pursuant to
the immediately  preceding subclause (b)(i) uninvested and without liability for
interest  thereon for the respective  accounts of the Owners entitled to receive
the same.


      SECTION 4.06. Fixing of Record Date.

            Whenever any cash dividend or other cash  distribution  shall become
payable or any  distribution  other than cash shall be made, or whenever  rights
shall be issued with respect to the  Deposited  Securities,  or whenever for any
reason  the  Depositary  causes  a  change  in the  number  of  Shares  that are
represented by each American  Depositary Share, or whenever the Depositary shall
receive  notice  of  any  meeting  of  holders  of  Shares  or  other  Deposited
Securities,  the Depositary shall fix a record date, after consultation with the
Issuer if such record date is different  from the record date  applicable to the
Deposited  Securities,  (a) for the determination of the Owners who shall be (i)
entitled to receive such dividend, distribution or rights or the net proceeds of
the sale  thereof or (ii)  entitled  to give  instructions  for the  exercise of
voting  rights  at any such  meeting,  or (b) on or after  which  each  American
Depositary  Share will  represent the changed  number of Shares.  Subject to the
provisions of Sections  4.01 through 4.05 and to the other terms and  conditions
of this Deposit Agreement,  the Owners on such record date shall be entitled, as
the case may be, to receive  the amount  distributable  by the  Depositary  with
respect  to such  dividend  or  other  distribution  or such  rights  or the net
proceeds of sale  thereof in  proportion  to the number of  American

<PAGE>

Depositary Shares held by them respectively and to give voting instructions,  to
exercise the rights of Owners  hereunder  with respect to such changed number of
Shares and to act in respect of any other such matter.

      SECTION 4.07. Voting of Deposited Securities.


            As of the date of this Deposit Agreement, the Shares do not give the
holders thereof any voting rights, except in certain limited  circumstances.  If
in the future  the terms of the  Shares  should be revised or amended to provide
for voting  rights,  or should such Shares  otherwise  obtain any voting rights,
then,  upon  receipt  of notice of any  meeting  of  holders  of Shares or other
Deposited  Securities,  if  requested in writing by the Issuer,  the  Depositary
shall, as soon as practicable thereafter,  mail to the Owners a notice, the form
of which notice shall be subject to the reasonable discretion of the Depositary,
which  shall  contain (a) such  information  as is  contained  in such notice of
meeting  received by the  Depositary  from the Issuer,  (b) a statement that the
Owners as of the close of business on a specified  record date will be entitled,
subject  to any  applicable  provision  of  Brazilian  law  and  of the  By-laws
(Estatuto Social) of the Issuer and the provisions of the Deposited  Securities,
to instruct  the  Depositary  as to the exercise of the voting  rights,  if any,
pertaining to the amount of Shares or other Deposited Securities  represented by
their respective American Depositary Shares and (c) a statement as to the manner
in which such instructions may be given, including,  when applicable, an express
indication that  instructions  may be given (or, if applicable,  deemed given in
accordance  with the second  paragraph of this Section 4.07 if no instruction is
received) to the Depositary to give a discretionary proxy to a person designated
by the  Issuer.  Upon the  written  request  of an Owner  on such  record  date,
received on or before the date  established  by the Depositary for such purpose,
the  Depositary  shall  endeavor,  insofar as  practicable  and permitted  under
applicable  laws and the  provisions  of the  By-laws  (Estatuto  Social) of the
Issuer and the  provisions of the Deposited  Securities,  to vote or cause to be
voted the  amount of Shares or other  Deposited  Securities  represented  by the
American  Depositary  Shares  evidenced by such Receipt in  accordance  with any
non-discretionary  instructions  set  forth  in such  request,  including  their
instruction to give a discretionary  proxy to a person designated by the Issuer.
The Depositary  shall not, and the Depositary shall ensure that the Custodian or
any of its nominees shall not, exercise any voting discretion over any Deposited
Securities.


            If after complying with the procedures set forth in this Section the
Depositary  does not  receive  instructions  from the Owner of a  Receipt  on or
before the date  established by the Depositary for such purpose,  the Depositary
shall give a discretionary  proxy for the Shares  evidenced by such Receipt to a
person designated by the Issuer.

<PAGE>

      SECTION 4.08. Changes Affecting Deposited Securities.


            In circumstances  where the provisions of Section 4.03 do not apply,
upon any change in nominal value, change in par value,  split-up,  consolidation
or  any  other   reclassification   of   Deposited   Securities,   or  upon  any
recapitalization,  reorganization,  merger  or  consolidation  or sale of assets
affecting the Issuer or to which it is a party,  any  securities  which shall be
received by the  Depositary or the Custodian in exchange for or in conversion of
or in  respect  of  Deposited  Securities,  shall be  treated  as new  Deposited
Securities under this Deposit  Agreement,  and American  Depositary Shares shall
thenceforth  represent the new  Deposited  Securities so received in exchange or
conversion,  unless additional  Receipts are delivered pursuant to the following
sentence.  In any such case the  Depositary  may,  after  consultation  with the
Issuer,  and  shall,  if the  Issuer  shall  so  request,  execute  and  deliver
additional  Receipts  as in the case of a dividend  in  Shares,  or call for the
surrender of outstanding Receipts to be exchanged for new Receipts  specifically
describing such new Deposited Securities.


      SECTION 4.09. Reports.

            The Depositary  shall make available for inspection by Owners at its
Corporate  Trust  Office any reports  and  communications,  including  any proxy
soliciting material, received from the Issuer which are both (a) received by the
Depositary  or the  Custodian  or the  nominee  of either  as the  holder of the
Deposited  Securities  and (b) made  generally  available to the holders of such
Deposited Securities by the Issuer. The Depositary shall also send to the Owners
copies of such reports when  furnished by the Issuer  pursuant to Section  5.06.
Any  such  reports  and  communications,  including  any such  proxy  soliciting
material,  furnished  to the  Depositary  by the Issuer  shall be  furnished  in
English.

            In  addition,  upon  notice  that the Issuer has not  furnished  the
Commission,  NASDAQ  or any  other  relevant  stock  exchange,  with any  public
reports,  documents or other information as required by foreign law or otherwise
under Rule 12g3-2(b) under the Securities  Exchange Act of 1934, as from time to
time amended, the Depositary shall furnish promptly to the Commission, NASDAQ or
any  other  relevant  stock  exchange,  copies of all  annual or other  periodic
reports and other notices or  communications  which the  Depositary  receives as
holder  of the  Deposited  Securities  from  the  Issuer  and  which  are not so
furnished to or filed with the  Commission,  NASDAQ or any other  relevant stock
exchange,  pursuant to any other  requirement of the  Commission,  NASDAQ or any
other relevant stock  exchange,  and the Depositary is hereby  authorized by the
Issuer so to do on its behalf.

<PAGE>

      SECTION 4.10. Lists of Owners.

            Promptly upon request by the Issuer,  the Depositary  shall,  at the
expense of the Issuer,  furnish to it a list, as of the most recent  practicable
date, of the names,  addresses and holdings of American Depositary Shares by all
persons in whose names Receipts are registered on the books of the Depositary.

      SECTION 4.11. Withholding.

            In the event that the Depositary determines that any distribution in
property  (including Shares and rights to subscribe  therefor) is subject to any
tax or other governmental  charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges,  and the Depositary  shall  distribute the net proceeds of any
such sale after  deduction  of such  taxes or  charges  to the  Owners  entitled
thereto in proportion to the number of American  Depositary  Shares held by them
respectively,  and the  Depositary  shall  distribute any unsold balance of such
property in accordance with the provisions of this Deposit Agreement. The Issuer
or its agent shall remit to appropriate governmental authorities and agencies in
Brazil all amounts,  if any, withheld and owing to such authorities and agencies
by  the  Issuer.  The  Depositary  or  its  agent  shall  remit  to  appropriate
governmental  authorities and agencies in the United States all amounts, if any,
withheld and owing to such authorities and agencies by the Depositary.

            The  Depositary  shall  forward  to the  Issuer  or its  agent  such
information from its records as the Issuer may reasonably  request to enable the
Issuer or its agent to file necessary  reports with governmental  agencies.  The
Depositary  shall  use  reasonable  efforts  to make and  maintain  arrangements
enabling  Owners who are citizens or  residents of the United  States to receive
any tax credits or other benefits (pursuant to treaty or otherwise)  relating to
dividend payments on the American Depositary Shares.


ARTICLE 5. THE DEPOSITARY, THE CUSTODIAN AND THE ISSUER.


      SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary.

            Until  termination of this Deposit  Agreement in accordance with its
terms,  the Depositary  shall maintain in the Borough of Manhattan,  The City of
New York, facilities for the execution and delivery, registration,  registration
of transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.

<PAGE>

            The Depositary shall keep books for the registration of Receipts and
transfers of Receipts which at all reasonable times shall be open for inspection
by the Owners,  provided  that such  inspection  shall not be for the purpose of
communicating with Owners in the interest of a business or object other than the
business  of the Issuer or a matter  related to this  Deposit  Agreement  or the
Receipts.

            The  Depositary  may close the transfer  books,  at any time or from
time to time, when deemed  expedient by it in connection with the performance of
its duties hereunder or at the written request of the Issuer.

            If any Receipts or the American  Depositary Shares evidenced thereby
are  listed  on  one  or  more  stock  exchanges  in the  United  States,  after
consultation with the Issuer, the Depositary shall act as Registrar or appoint a
Registrar  or one or  more  co-registrars  for  registry  of  such  Receipts  in
accordance with any  requirements of such exchange or exchanges.  Such Registrar
or co-registrars  shall be removed only after consultation with the Issuer. Each
Registrar and  co-registrar  appointed under this Section 5.01 shall give notice
in writing  to the Issuer and the  Depositary  accepting  such  appointment  and
agreeing to be bound by the applicable terms of this Deposit Agreement.

            The Issuer shall have the right, at all reasonable times, to inspect
transfer and  registration  records of the  Depositary,  the  Registrar  and any
co-transfer agents or co-registrars and to require such parties to supply copies
of such portions of their records as the Issuer may request.

      SECTION 5.02.  Prevention or Delay in Performance by the Depositary or the
Issuer.


            Neither the  Depositary  nor the Issuer nor any of their  directors,
employees, agents or affiliates shall incur any liability to any Owner or holder
of any  Receipt,  if by reason of any  provision of any present or future law or
regulation  of the  United  States,  Brazil  or  any  other  country,  or of any
governmental or regulatory authority or stock exchange,  including NASDAQ, or by
reason of any provision,  present or future, of the By-laws (Estatuto Social) of
the  Issuer,  or by  reason  of  any  provision  of  any  securities  issued  or
distributed by the Issuer, or any offering or distribution thereof, or by reason
of  any  act  of God or war or  other  circumstances  beyond  its  control,  the
Depositary  or the  Issuer  or any of  their  directors,  employees,  agents  or
affiliates  shall be prevented,  delayed or forbidden from, or be subject to any
civil or criminal  penalty on account of, doing or  performing  any act or thing
which by the terms of this  Deposit  Agreement  it is provided  shall be done or
performed;  nor shall the  Depositary  or the Issuer incur any  liability to any
Owner or holder of any Receipt by reason of any non-performance or delay, caused
as aforesaid,  in the performance of any act or thing which by the terms of this
Deposit Agreement it is provided shall or may be done or performed, or by reason
of any exercise of, or failure to exercise,  any discretion provided for in this
Deposit  Agreement.  Where, by the terms of a distribution  pursuant to


<PAGE>

Sections  4.01,  4.02,  or 4.03 of this  Deposit  Agreement,  or an  offering or
distribution  pursuant to Section  4.04 of this  Deposit  Agreement,  because of
applicable law, or for any other reason such distribution or offering may not be
made  available  to  Owners,   and  the  Depositary  may  not  dispose  of  such
distribution  or  offering  on behalf of such  Owners and make the net  proceeds
available to such Owners,  then the Depositary shall not make such  distribution
or offering, and shall allow any rights, if applicable, to lapse.

      SECTION 5.03. Obligations of the Depositary, the Custodian and the Issuer.

            The  Issuer  assumes  no  obligation  nor shall it be subject to any
liability  under this Deposit  Agreement or the Receipts to Owners or holders of
Receipts,  except that it agrees to perform  its  obligations  specifically  set
forth in this Deposit Agreement  without  negligence and to act in good faith in
the performance of such duties.

            The Depositary  assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement or the Receipts to any Owner or holder of
any  Receipt  (including,  without  limitation,  liability  with  respect to the
validity or worth of the Deposited Securities), except that it agrees to perform
its  obligations  specifically  set  forth  in this  Deposit  Agreement  without
negligence and to act in good faith in the performance of such duties.

            Neither the  Depositary nor the Issuer shall be under any obligation
to appear  in,  prosecute  or defend any  action,  suit or other  proceeding  in
respect of any Deposited Securities or in respect of the Receipts,  which in its
opinion may involve it in expense or liability, unless indemnity satisfactory to
it against all  expense  and  liability  shall be  furnished  as often as may be
required,  and the Custodian  shall not be under any obligation  whatsoever with
respect to such proceedings, the responsibility of the Custodian being solely to
the Depositary.

            Neither the Depositary nor the Issuer shall be liable for any action
or  nonaction  by it in reliance  upon the advice of or  information  from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or any
other person believed by it in good faith to be competent to give such advice or
information  including,  but not limited to, any such action or nonaction  based
upon any written notice, request,  direction or other document believed by it to
be genuine and to have been signed or presented by the proper party or parties.

            The Depositary shall not be liable for any acts or omissions made by
a successor  depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal
or resignation of the Depositary, provided that in connection with the issue out
of  which  such  potential   liability  arises  the  Depositary   performed  its
obligations without negligence or bad faith while it acted as Depositary.

<PAGE>

            The  Depositary  and the Issuer may rely and shall be  protected  in
acting upon any written notice,  request,  direction or other documents believed
by them to be genuine and to have been signed or  presented  by the proper party
or parties.

            The Depositary shall not be responsible for any failure to carry out
any instructions to vote any of the Deposited  Securities,  or for the manner in
which any such vote is cast or the  effect of any such vote,  provided  that any
such action or nonaction is in good faith.

            No  disclaimer  of  liability  under the  Securities  Act of 1933 is
intended by any provision of this Deposit Agreement.

      SECTION 5.04. Resignation and Removal of the Depositary.

            The  Depositary  may at any time resign as  Depositary  hereunder by
written  notice of its election so to do delivered to the Issuer  effective upon
the appointment of a successor depositary and its acceptance of such appointment
as hereinafter provided.

            The  Depositary  may at any time be removed by the Issuer by written
notice of such removal effective upon the appointment of a successor  depositary
and its acceptance of such appointment as hereinafter provided.

            In case at any time the Depositary  acting hereunder shall resign or
be  removed,  the  Issuer  shall use its best  efforts  to  appoint a  successor
depositary,  which  shall be a bank or trust  company  having  an  office in the
Borough of Manhattan,  The City of New York.  Every successor  depositary  shall
execute  and  deliver  to its  predecessor  and to the Issuer an  instrument  in
writing  accepting  its  appointment  hereunder,  and thereupon  such  successor
depositary,  without any further act or deed, shall become fully vested with all
the  rights,  powers,  duties  and  obligations  of its  predecessor;  but  such
predecessor,  nevertheless,  upon  payment of all sums due it and on the written
request of the Issuer,  shall execute and deliver an instrument  transferring to
such successor all rights and powers of such predecessor  hereunder,  shall duly
assign,  transfer  and deliver all right,  title and  interest in the  Deposited
Securities to such successor,  and shall deliver to such successor a list of the
Owners of all outstanding Receipts. Any such successor depositary shall promptly
mail notice of its appointment to the Owners.

            Any  corporation  into or with which the Depositary may be merged or
consolidated  shall be the successor of the Depositary  without the execution or
filing of any document or any further act.


      SECTION 5.05. The Custodian.


<PAGE>


            The Custodian or its successor  shall be subject at all times and in
all respects to the directions of the Depositary and shall be responsible solely
to it. The Custodian may resign and be discharged  from its duties  hereunder by
written notice of such resignation  delivered to the Depositary at least 60 days
prior to the date on which such resignation is to become effective. If upon such
resignation there shall be no Custodian acting hereunder,  the Depositary shall,
promptly after receiving such notice,  and after  consultation  with the Issuer,
appoint  a  substitute  custodian,  which  shall  thereafter  be  the  Custodian
hereunder.  The  Depositary  may discharge the Custodian any time upon notice to
the  Custodian  being  discharged.  Whenever the  Depositary  in its  discretion
determines  that it is in the  best  interest  of the  Owners  to do so,  it may
appoint  a  substitute  custodian,  which  shall  thereafter  be  the  Custodian
hereunder.  Upon demand of the  Depositary,  the Custodian shall deliver such of
the  Deposited  Securities  or evidence of ownership  and title of the Deposited
Securities  held by it as are requested of it to the substitute  custodian.  The
substitute  custodian  shall  deliver  to the  Depositary,  forthwith  upon  its
appointment,  an  acceptance  of  such  appointment  satisfactory  in  form  and
substance to the  Depositary.  The Depositary  agrees with the Issuer that at no
time  shall  there be more than one  Custodian  acting in  connection  with this
Deposit Agreement.

            Upon the  appointment  of any successor  depositary  hereunder,  the
Custodian then acting hereunder shall forthwith become,  without any further act
or writing, the agent hereunder of such successor depositary and the appointment
of such  successor  depositary  shall  in no way  impair  the  authority  of the
Custodian   hereunder;   but  the  successor   depositary  so  appointed  shall,
nevertheless,  on the written  request of the Custodian,  execute and deliver to
the  Custodian  all such  instruments  as may be proper to give to the Custodian
full and  complete  power and  authority as agent  hereunder  of such  successor
depositary.


      SECTION 5.06. Notices and Reports.

            On or before  the first date on which the Issuer  gives  notice,  by
publication or otherwise, of any meeting of holders of Shares or other Deposited
Securities, or of any adjourned meeting of such holders, or of the taking of any
action in  respect of any cash or other  distributions  or the  offering  of any
rights, the Issuer agrees to transmit to the Depositary and the Custodian a copy
of the  notice  thereof in the form given or to be given to holders of Shares or
other Deposited Securities.

            The Issuer will  arrange for the  translation  into  English and the
prompt  transmittal  by the Issuer to the  Depositary  and the Custodian of such
notices  and any other  reports  and  communications  which  are made  generally
available by the Issuer to holders of its Shares. If requested in writing by the
Issuer, the Depositary will arrange for the mailing, at the Issuer's expense, of
copies of such notices,  reports and

<PAGE>

communications to all Owners. The Issuer will timely provide the Depositary with
the quantity of such notices,  reports, and communications,  as requested by the
Depositary  from  time to time,  in order  for the  Depositary  to  effect  such
mailings.

      SECTION 5.07. Distribution of Additional Shares, Rights, etc.

            The  Issuer  agrees  that in the  event of any  distribution  of (1)
additional   Shares,   (2)  rights  to  subscribe  for  Shares,  (3)  securities
convertible into or exchangeable for Shares,  or (4) rights to subscribe for any
such securities (each a "Distribution"), the Issuer will promptly furnish to the
Depositary a written  opinion from U.S.  counsel for the Issuer,  which  counsel
shall be reasonably  satisfactory to the Depositary,  stating whether or not the
Distribution requires a registration  statement under the Securities Act of 1933
to be in effect prior to making such  Distribution  available to Owners entitled
thereto.  If in the opinion of such counsel a registration  statement  under the
Securities Act of 1933 is required, such counsel shall furnish to the Depositary
a written  opinion  as to whether or not there is a  registration  statement  in
effect which will cover such Distribution.

            In the event that such registration under the Securities Act of 1933
would be required in  connection  with any such  Distribution,  the Issuer shall
have no obligation to effect such registration.

            In the event of any issuance of  additional  securities,  the Issuer
shall have no  obligation  to  register  such  additional  securities  under the
Securities Act of 1933 and, to the extent the Issuer in its discretion  deems it
necessary  or  advisable  in order to avoid any  requirement  to  register  such
additional  securities  under the  Securities Act of 1933, may prevent Owners in
the United  States  from  purchasing  any such  additional  securities  (whether
pursuant to  pre-emptive  rights or otherwise)  and direct the Depositary not to
accept any Shares for deposit for such period of time  following the issuance of
such  additional  securities  and to adopt such other  specific  measures as the
Issuer may reasonably request in writing.

            The Issuer  agrees with the  Depositary  that neither the Issuer nor
any company  controlled by,  controlling or under common control with the Issuer
will at any time  deposit any Shares,  either  originally  issued or  previously
issued and reacquired by the Issuer or by any company under its control,  unless
a registration statement is in effect as to such Shares under the Securities Act
of 1933. The Depositary will comply with the written  instructions of the Issuer
not to accept  knowingly  for deposit  hereunder  any Shares  identified in such
instructions at such times and under such  circumstances  as may be specified in
such  instructions  in order to  facilitate  the  Issuer's  compliance  with the
securities laws of the United States.

<PAGE>

      SECTION 5.08. Indemnification.


            The  Issuer  agrees to  indemnify  the  Depositary,  its  directors,
employees,  agents and  affiliates and the Custodian  against,  and hold each of
them harmless from, any liability or expense (including, but not limited to, the
reasonable  fees and expenses of counsel)  which may arise out of acts performed
or omitted,  in accordance with the provisions of this Deposit  Agreement and of
the Receipts, as the same may be amended,  modified or supplemented from time to
time,  (i) by  either  the  Depositary  or the  Custodian  or  their  respective
directors, employees, agents and affiliates, except for any liability or expense
arising  out of the  negligence  of any of them or the failure of any of them to
act in good  faith,  or (ii) by the Issuer or any of its  directors,  employees,
agents and affiliates.

            The Issuer  shall not  indemnify  the  Depositary  or the  Custodian
against any  liability  or expense  arising out of  information  relating to the
Depositary  or the  Custodian,  as the case may be,  furnished in writing to the
Issuer and executed by the Depositary or the Custodian  expressly for the use in
any registration statement,  prospectus (or placement memorandum) or preliminary
prospectus  (or  preliminary   placement  memorandum)  relating  to  the  Shares
evidenced by the American Depositary Shares.


            The  Depositary  agrees to  indemnify  the  Issuer,  its  directors,
employees,  agents and  affiliates  against and hold each of them harmless from,
any liability or expense (including, but not limited to, the reasonable fees and
expenses of  counsel)  which may arise out of acts  performed  or omitted by the
Depositary or the Custodian or their respective directors, employees, agents and
affiliates due to their negligence or failure to act in good faith.

            Any  person  seeking  indemnification   hereunder  (an  "indemnified
person")  shall notify the person from whom it is seeking  indemnification  (the
"indemnifying  person") of a commencement of any  indemnifiable  action or claim
promptly after such  indemnified  person becomes aware of such  commencement and
shall  consult in good faith with the  indemnifying  person as to the conduct of
the defense of such action or claim, which defense shall be reasonable under the
circumstances.  No indemnified  person shall  compromise or settle any action or
claim without the consent of the indemnifying person.

      SECTION 5.09. Charges of Depositary.

            The Issuer  agrees to pay the fees and  reasonable  expenses  of the
Depositary  and those of any  Registrar  only in accordance  with  agreements in
writing  entered into between the  Depositary  and the Issuer from time to time.
The Depositary  shall present its statement for such charges and expenses to the
Issuer once every three

<PAGE>

months.  The charges and expenses of the  Custodian  are for the sole account of
the Depositary.

            The following  charges shall be incurred by any party  depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation,  issuance pursuant to a stock dividend or
stock  split  declared  by the  Issuer or an  exchange  of stock  regarding  the
Receipts or  Deposited  Securities  or a  distribution  of Receipts  pursuant to
Section 4.03 hereof), whichever applicable: (1) a fee not in excess of U.S.$5.00
per 100 American  Depositary  Shares (or portion  thereof) for the execution and
delivery of Receipts  pursuant to Section  2.03,  the  execution and delivery of
Receipts  pursuant to Section 4.03,  and the  surrender of Receipts  pursuant to
Section 2.05, (2) taxes and other  governmental  charges,  (3) such registration
fees as may from time to time be in effect for the  registration of transfers of
Shares  generally on the Share  register of the Issuer or Foreign  Registrar and
applicable  to transfers of Shares to the name of the  Depositary or its nominee
or the  Custodian  or its  nominee  on the  making of  deposits  or  withdrawals
hereunder,  (4) such cable,  telex and  facsimile  transmission  expenses as are
expressly provided in this Deposit Agreement,  (5) such expenses as are incurred
by the  Depositary  in the  conversion of foreign  currency  pursuant to Section
4.05,  (6) a fee not in excess of U.S.$.02  per  American  Depositary  Share (or
portion  thereof)  for  any  cash  distribution  made  pursuant  to the  Deposit
Agreement including, but not limited to, Sections 4.01 through 4.04 hereof.

            The Depositary,  subject to Section 2.09 hereof, may own and deal in
any class of securities of the Issuer and its affiliates and in Receipts.

      SECTION 5.10. Retention of Depositary Documents.

            Except as otherwise  explicitly  provided herein,  the Depositary is
authorized to destroy those  documents,  records,  bills and other data compiled
during the term of this Deposit  Agreement at the times permitted by the laws or
regulations governing the Depositary unless the Issuer requests that such papers
be  retained  for a  different  period  or  turned  over to the  Issuer  or to a
successor depositary.

      SECTION 5.11. Exclusivity.

            The Issuer agrees not to appoint any other  depositary  for issuance
of  American  Depositary  Receipts  so long as The Bank of New York is acting as
Depositary hereunder.

<PAGE>

ARTICLE 6. AMENDMENT AND TERMINATION.

      SECTION 6.01. Amendment.

            The  form  of the  Receipts  and  any  provisions  of  this  Deposit
Agreement may at any time and from time to time be amended by agreement  between
the Issuer and the  Depositary in any respect  which they may deem  necessary or
desirable.  Any  amendment  which shall  impose or increase  any fees or charges
(other than taxes and other  governmental  charges),  or which  shall  otherwise
prejudice any substantial existing right of Owners,  shall,  however, not become
effective as to  outstanding  Receipts until the expiration of thirty days after
notice of such  amendment  shall have been  given to the  Owners of  outstanding
Receipts.  Every Owner at the time any amendment so becomes  effective  shall be
deemed,  by  continuing  to hold  such  Receipt,  to  consent  and agree to such
amendment  and to be bound by the Deposit  Agreement as amended  thereby.  In no
event  shall any  amendment  impair  the right of the  Owner of any  Receipt  to
surrender such Receipt and receive therefor the Deposited Securities represented
thereby, except in order to comply with mandatory provisions of applicable law.

      SECTION 6.02. Termination.

            The  Depositary  shall at any time at the  direction  of the  Issuer
terminate this Deposit  Agreement by mailing  notice of such  termination to the
Owners of all Receipts then outstanding at least 30 days prior to the date fixed
in such notice for such termination.  The Depositary may likewise  terminate the
Deposit  Agreement by mailing  notice of such  termination to the Issuer and the
Owners  of all  Receipts  then  outstanding  if at any time 60 days  shall  have
expired after the Depositary shall have delivered to the Issuer a written notice
of its  election  to  resign  and a  successor  depositary  shall  not have been
appointed and accepted its appointment as provided in Section 5.04. On and after
the date of termination, the Owner of a Receipt will, upon (a) surrender of such
Receipt at the Corporate Trust Office of the Depositary,  (b) payment of the fee
of the Depositary for the surrender of Receipts referred to in Section 2.05, and
(c) payment of any  applicable  taxes or  governmental  charges,  be entitled to
delivery,  to him or upon his  order,  of the  amount  of  Deposited  Securities
represented by the American  Depositary Shares evidenced by such Receipt. If any
Receipts shall remain outstanding after the date of termination,  the Depositary
thereafter shall  discontinue the  registration of transfers of Receipts,  shall
suspend the distribution of dividends to the Owners thereof,  and shall not give
any further  notices or perform any further acts under this  Deposit  Agreement,
except  that the  Depositary  shall  continue  to  collect  dividends  and other
distributions pertaining to Deposited Securities, shall sell property and rights
as provided in this Deposit  Agreement,  and shall continue to deliver Deposited
Securities,  together  with any dividends or other  distributions  received with
respect  thereto  and the  net  proceeds  of the  sale of any  rights  or  other
property,  in  exchange  for  Receipts  surrendered  to  the  Depositary  (after
deducting,  in each  case,  the fee of the  Depositary  for the  surrender  of a

<PAGE>

Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and  conditions  of this Deposit  Agreement,  and any  applicable
taxes or  governmental  charges).  At any time after the  expiration of one year
from the date of termination,  the Depositary may sell the Deposited  Securities
then held hereunder and may thereafter  hold  uninvested the net proceeds of any
such sale, together with any other cash then held by it hereunder,  unsegregated
and without  liability for  interest,  for the pro rata benefit of the Owners of
Receipts which have not  theretofore  been  surrendered,  such Owners  thereupon
becoming general  creditors of the Depositary with respect to such net proceeds.
After making such sale, the Depositary  shall be discharged from all obligations
under this Deposit Agreement,  except to account for such net proceeds and other
cash (after deducting, in each case, the fee of the Depositary for the surrender
of a Receipt,  any  expenses  for the  account  of the Owner of such  Receipt in
accordance  with the terms and  conditions  of this Deposit  Agreement,  and any
applicable taxes or governmental charges).  Upon the termination of this Deposit
Agreement,  the  Issuer  shall be  discharged  from all  obligations  under this
Deposit  Agreement  except for its obligations to the Depositary  under Sections
5.08 and 5.09.  The  obligations  of the  Depositary  under  Section  5.08 shall
survive the termination of this Deposit Agreement.

ARTICLE 7. MISCELLANEOUS.

      SECTION 7.01. Counterparts.


            This   Deposit   Agreement   may  be   executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original  and all of such
counterparts  shall  constitute  one and the  same  instrument.  Copies  of this
Deposit  Agreement  shall be  retained  by the  Depositary  and  filed  with the
Depositary  and the  Custodian  and shall be open to inspection by any holder or
Owner of a Receipt  at the  Corporate  Trust  office of the  Depositary  and the
principal  corporate office of the Custodian  designated by the Custodian during
business hours.


      SECTION 7.02. No Third Party Beneficiaries.

            This Deposit  Agreement is for the exclusive  benefit of the parties
hereto and shall not be deemed to give any legal or equitable  right,  remedy or
claim whatsoever to any other person.

      SECTION 7.03. Severability.

            In case any one or more of the provisions  contained in this Deposit
Agreement  or  in  the  Receipts  should  be  or  become  invalid,   illegal  or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  contained  herein or therein shall in no way be affected,
prejudiced or disturbed thereby.

<PAGE>

      SECTION 7.04. Holders and Owners as Parties; Binding Effect.

            The  holders  and  Owners of  Receipts  from  time to time  shall be
parties  to this  Deposit  Agreement  and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance thereof.

      SECTION 7.05. Notices.


            Any and all  notices  to be given to the  Issuer  shall be deemed to
have been duly given if personally  delivered or sent by mail or cable, telex or
facsimile  transmission  confirmed by registered mail, addressed to Suzano Bahia
Sul Papel e Celulose S.A., Avenida Brigadeiro Faria Lima 1355,  8(Degree) andar,
Sao Paulo, SP CEP 01452-919, Brazil, Attention: Managing Officer, with a copy to
the  Financial  Officer,  or any  other  place  to  which  the  Issuer  may have
transferred its principal office.

            Any and all notices to be given to the Depositary shall be deemed to
have been duly given if in English and  personally  delivered or sent by mail or
cable,  telex or facsimile  transmission  confirmed by letter,  addressed to The
Bank of New York, 101 Barclay Street, New York, New York 10286,  Attention:  ADR
Administration,  or any other place to which the Depositary may have transferred
its Corporate Trust Office.


            Any and all notices to be given to any Owner shall be deemed to have
been duly  given if  personally  delivered  or sent by mail or  cable,  telex or
facsimile  transmission  confirmed  by  letter,  addressed  to such Owner at the
address of such Owner as it appears on the  transfer  books for  Receipts of the
Depositary,  or, if such Owner  shall have filed with the  Depositary  a written
request that notices intended for such Owner be mailed to some other address, at
the address designated in such request.

            Delivery  of a notice  sent by mail or  cable,  telex  or  facsimile
transmission  shall be deemed to be effected  at the time when a duly  addressed
letter  containing the same (or a  confirmation  thereof in the case of a cable,
telex or facsimile  transmission) is received. The Depositary or the Issuer may,
however,  act upon any cable,  telex or facsimile  transmission  received by it,
notwithstanding  that such  cable,  telex or  facsimile  transmission  shall not
subsequently be confirmed by letter as aforesaid.

      SECTION 7.06. Governing Law.

            This Deposit Agreement and the Receipts shall be interpreted and all
rights  hereunder  and  thereunder  and  provisions  hereof and thereof shall be
governed by the laws of the State of New York.

<PAGE>

      SECTION 7.07. Compliance With U.S. Securities Laws.

            Notwithstanding any terms of this Deposit Agreement to the contrary,
the Issuer and the  Depositary  each agrees that it will not exercise any rights
it has under the  Deposit  Agreement  to prevent the  withdrawal  or delivery of
Deposited  Securities  in  a  manner  which  would  violate  the  United  States
securities  laws,  including,  but not limited to, Section I A(1) of the General
Instructions  to the Form F-6  Registration  Statement,  as amended from time to
time, under the Securities Act of 1933.

<PAGE>


            IN WITNESS  WHEREOF,  SUZANO BAHIA SUL PAPEL E CELULOSE S.A. and THE
BANK OF NEW YORK have duly executed this  agreement as of the day and year first
set forth above and all Owners shall become  parties  hereto upon  acceptance by
them of Receipts issued in accordance with the terms hereof.

                                          SUZANO BAHIA SUL PAPEL E CELULOSE S.A.

                                          By: __________________________________
                                          Name:
                                          Title:


                                          THE BANK OF NEW YORK, as Depositary


                                          By: __________________________________
                                          Name:
                                          Title:


<PAGE>

                                    EXHIBIT A


                                      __________________________________________
                                      AMERICAN DEPOSITARY SHARES
                                      (Each American Depositary Share represents
                                      three deposited Shares)

                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
          FOR PREFERRED SHARES (ACOES PREFERENCIAIS) WITHOUT PAR VALUE,
                                       OF
                     SUZANO BAHIA SUL PAPEL E CELULOSE S.A.
                     (INCORPORATED UNDER THE LAWS OF BRAZIL)


      The Bank of New York as depositary  (hereinafter called the "Depositary"),
hereby  certifies  that  __________________________________________________,  or
registered assigns IS THE OWNER OF ____________________________________

                           AMERICAN DEPOSITARY SHARES


representing deposited Preferred Shares (acoes preferenciais), without par value
(herein called  "Shares"),  of Suzano Bahia Sul Papel e Celulose S.A., a company
incorporated under the laws of Brazil (herein called the "Company"). At the date
hereof,  each American  Depositary  Share  represents  three Shares deposited or
subject to deposit under the deposit agreement at the Sau Paulo, Brazil,  office
of Banco Itau (herein called the "Custodian").  The Depositary's Corporate Trust
Office is located at a different  address than its principal  executive  office.
Its  Corporate  Trust Office is located at 101 Barclay  Street,  New York,  N.Y.
10286,  and its principal  executive  office is located at One Wall Street,  New
York, N.Y. 10286.


               THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                    101 BARCLAY STREET, NEW YORK, N.Y. 10286

<PAGE>

1.    THE DEPOSIT AGREEMENT.


      This  American  Depositary  Receipt  is one  of an  issue  (herein  called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement,  dated as of November 1, 1993, as amended and restated
as of _________, 2004 (herein called the "Deposit Agreement"),  by and among the
Company,  the  Depositary,  and all  Owners  and  holders  from  time to time of
Receipts issued thereunder, each of whom by accepting a Receipt agrees to become
a party thereto and become bound by all the terms and  conditions  thereof.  The
Deposit  Agreement  sets forth the rights of Owners and holders of the  Receipts
and the rights and duties of the  Depositary in respect of the Shares  deposited
thereunder and any and all other securities, property and cash from time to time
received in respect of such Shares and held thereunder (such Shares, securities,
property,  and cash are herein  called  "Deposited  Securities").  Copies of the
Deposit Agreement are on file at the Depositary's  Corporate Trust Office in New
York City and at the office of the Custodian.


      The statements  made on the face and reverse of this Receipt are summaries
of certain  provisions of the Deposit Agreement and are qualified by and subject
to the  detailed  provisions  of the Deposit  Agreement,  to which  reference is
hereby made.  Capitalized terms defined in the Deposit Agreement and not defined
herein shall have the meanings set forth in the Deposit Agreement.

2.    SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

      Upon  surrender  of this  Receipt  at the  Corporate  Trust  Office of the
Depositary,  and upon  payment  of the fee of the  Depositary  provided  in this
Receipt,  and subject to the terms and conditions of the Deposit Agreement,  the
Owner hereof is entitled to delivery, to him or upon his order, of the Deposited
Securities or evidence of ownership of and title to such Deposited Securities at
the time represented by the American Depositary Shares for which this Receipt is
issued.  Delivery of such  Deposited  Securities or evidence of ownership of and
title  to  such  Deposited  Securities  may  be  made  by  the  delivery  of (a)
certificates  in the  name  of the  Owner  hereof  or as  ordered  by him or the
delivery of certificates properly endorsed or accompanied by a proper instrument
or  instruments  of  transfer  to such  Owner  or as  ordered  by him or  proper
instruments of transfer and (b) any other securities, property and cash to which
such Owner is then  entitled in respect of this  Receipt.  Such delivery will be
made at the option of the Owner hereof, either at the office of the Custodian or
at the Corporate Trust Office of the Depositary, provided that the forwarding of
certificates  for  Shares  or  other  Deposited  Securities  or  such  documents
evidencing ownership of and title to such Deposited Securities for such delivery
at the Corporate Trust Office of the Depositary shall be at the risk and expense
of the Owner hereof.

3.    TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

<PAGE>

      The transfer of this Receipt is registrable on the books of the Depositary
at its  Corporate  Trust  Office  by the  Owner  hereof  in  person or by a duly
authorized attorney,  without unreasonable delay, upon surrender of this Receipt
properly  endorsed  for  transfer  or  accompanied  by a  proper  instrument  or
instruments  of transfer and funds  sufficient  to pay any  applicable  transfer
taxes and the fees and expenses of the Depositary and upon  compliance with such
regulations,  if any, as the  Depositary  may establish  for such purpose.  This
Receipt may be split into other such  Receipts,  or may be  combined  with other
such Receipts into one Receipt, evidencing the same aggregate number of American
Depositary  Shares  as the  Receipt  or  Receipts  surrendered.  As a  condition
precedent to the  execution and delivery,  registration  of transfer,  split-up,
combination,  or  surrender  of any  Receipt  or  withdrawal  of  any  Deposited
Securities, the Depositary, the Custodian, or Registrar may require payment from
the depositor of Shares or the  presentor of the Receipt of a sum  sufficient to
reimburse it for any tax or other governmental  charge and any stock transfer or
registration  fee with respect thereto  (including any such tax or charge or fee
with respect to the Shares  being  deposited  or  withdrawn)  and payment of any
applicable  fees as provided  in the  Deposit  Agreement  or this  Receipt,  may
require  the  production  of proof  satisfactory  to it as to the  identity  and
genuineness  of  any  signature  and  may  also  require   compliance  with  any
regulations  the Depositary may establish  consistent with the provisions of the
Deposit Agreement or this Receipt, including, without limitation, paragraph (22)
hereof.

      The delivery of Receipts  against  deposits of Shares generally or against
deposits of particular  Shares may be suspended,  or the transfer of Receipts in
particular  instances  may  be  refused,  or the  registration  of  transfer  of
outstanding  Receipts  generally  may be  suspended,  during any period when the
transfer  books of the  Depositary or the Company or the Foreign  Registrar,  if
applicable,  are closed,  or if any such action is deemed necessary or advisable
by the Depositary or the Company at any time or from time to time because of any
requirement of law or of any government or governmental  body or commission,  or
under any provision of the Deposit  Agreement or this Receipt,  or for any other
reason, subject to paragraph (22) hereof. Notwithstanding any other provision of
the Deposit Agreement or the Receipts, the surrender of outstanding Receipts and
withdrawal  of  Deposited  Securities  may be suspended  only for (i)  temporary
delays caused by closing the transfer  books of the Depositary or the Company or
the deposit of Shares in connection with voting at a shareholders'  meeting,  or
the payment of dividends,  (ii) the payment of fees,  taxes and similar charges,
and (iii)  compliance with any U.S. or foreign laws or governmental  regulations
relating  to the  Receipts or to the  withdrawal  of the  Deposited  Securities.
Without  limitation of the foregoing,  the Depositary shall not knowingly accept
for deposit  under the Deposit  Agreement  any Shares  required to be registered
under  the  provisions  of the  Securities  Act of 1933,  unless a  registration
statement is in effect as to such Shares or such  registration  is not required.
For purposes of the foregoing  sentence the Depositary shall be entitled to rely
upon  representations and warranties deemed made pursuant to Section 3.03 of the
Deposit Agreement and paragraph (5) hereof and shall not be required to make any
further investigation.

<PAGE>

4.    LIABILITY OF OWNER FOR TAXES.

      If any tax or other governmental  charge shall become payable with respect
to any Receipt or any Deposited Securities represented hereby, such tax or other
governmental charge shall be payable by the Owner hereof to the Depositary.  The
Depositary  may refuse to effect any transfer of this Receipt or any  withdrawal
of Deposited  Securities  represented by American Depositary Shares evidenced by
such Receipt until such payment is made, and may withhold any dividends or other
distributions,  or may sell for the account of the Owner  hereof any part or all
of the  Deposited  Securities  represented  by the  American  Depositary  Shares
evidenced by this Receipt,  and may apply such dividends or other  distributions
or the  proceeds  of any such sale in payment of such tax or other  governmental
charge and the Owner hereof shall remain liable for any deficiency.

5.    WARRANTIES OF DEPOSITORS.

      Every person  depositing  Shares hereunder and under the Deposit Agreement
shall be deemed  thereby to  represent  and  warrant  that such  Shares and each
certificate  therefor  are validly  issued,  fully paid,  and not subject to any
claim in respect of pre-emptive  rights of the holders of outstanding Shares and
that the person  making such  deposit is duly  authorized  to do so.  Every such
person shall also be deemed to  represent  that the deposit of Shares or sale of
Receipts  evidencing American Depositary Shares representing such Shares by that
person is not restricted under the Securities Act of 1933. Such  representations
and  warranties  shall  survive  the  deposit  of such  Shares and  issuance  of
Receipts.

6.    FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

      Any person  presenting Shares for deposit or any Owner of a Receipt may be
required from time to time to file with the  Depositary  or the  Custodian  such
proof of  citizenship  or residence,  exchange  control  approval,  proof of the
identity of any person legally or beneficially interested in the Receipt and the
nature of such interest or such information  relating to the registration on the
books of the Company or the Foreign  Registrar,  if applicable,  to execute such
certificates and to make such representations and warranties,  as the Depositary
or the Company may deem  necessary or proper.  The  Depositary  may withhold the
delivery or registration  of transfer of any Receipt or the  distribution of any
dividend or sale or  distribution  of rights or of the  proceeds  thereof or the
delivery of any Deposited  Securities  until such proof or other  information is
filed or such certificates are executed or such  representations  and warranties
made. Upon the request of the Company,  the Depositary shall provide the Company
with  copies  of all such  certificates  and such  written  representations  and
warranties  provided to the Depositary  under this Article 6 and Section 3.01 of
the  Deposit  Agreement.  The Company  may from time to time  request  Owners to
provide  information  as to the  capacity  in  which  such  Owners  own or owned
Receipts  and  regarding  the identity of any

<PAGE>

other persons then or  previously  interested in such Receipts and the nature of
such  interest  and  various  other  matters.  Each Owner  agrees to provide any
information  requested  by  the  Company  or the  Depositary  pursuant  to  this
paragraph.  No  Share  shall be  accepted  for  deposit  unless  accompanied  by
evidence, if any is required by the Depositary,  that is reasonably satisfactory
to the Depositary that all conditions to such deposit have been satisfied by the
person  depositing  such Shares under  Brazilian  laws and  regulations  and any
necessary  approval has been granted by any governmental body in Brazil, if any,
which is then performing the function of the regulation of currency exchange.

7.    CHARGES OF DEPOSITARY.

      The  Company  agrees  to pay  the  fees  and  reasonable  expenses  of the
Depositary  and those of any  Registrar  only in accordance  with  agreements in
writing  entered into between the  Depositary and the Company from time to time.
The Depositary  shall present its statement for such charges and expenses to the
Company once every three  months.  The charges and expenses of the Custodian are
for the sole account of the Depositary.

      The  following  charges  shall be  incurred  by any  party  depositing  or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation,  issuance pursuant to a stock dividend or
stock  split  declared by the  Company or an  exchange  of stock  regarding  the
Receipts or  Deposited  Securities  or a  distribution  of Receipts  pursuant to
Section 4.03 of the Deposit Agreement),  whichever applicable:  (1) a fee not in
excess of U.S.$5.00 per 100 American  Depositary Shares (or portion thereof) for
the execution  and delivery of Receipts  pursuant to Section 2.03 of the Deposit
Agreement,  the execution  and delivery of Receipts  pursuant to Section 4.03 of
the Deposit Agreement, and the surrender of Receipts pursuant to Section 2.05 of
the  Deposit  Agreement,  (2)  taxes and other  governmental  charges,  (3) such
registration  fees as may from time to time be in effect for the registration of
transfers of Shares  generally  on the Share  register of the Company or Foreign
Registrar and applicable to transfers of Shares to the name of the Depositary or
its  nominee  or the  Custodian  or its  nominee on the  making of  deposits  or
withdrawals hereunder, (4) such cable, telex and facsimile transmission expenses
as are  expressly  provided in the Deposit  Agreement,  (5) such expenses as are
incurred by the  Depositary in the  conversion of foreign  currency  pursuant to
Section  4.05 of the Deposit  Agreement,  (6) a fee not in excess of U.S.$.02 or
less  per  American   Depositary   Share  (or  portion  thereof)  for  any  cash
distribution made pursuant to the Deposit Agreement  including,  but not limited
to Sections 4.01 through 4.04 thereof.

      The Depositary,  subject to Paragraph (8) hereof,  may own and deal in any
class of securities of the Company and its affiliates and in Receipts.


8.    PRE-RELEASE OF RECEIPTS.


<PAGE>

      In its capacity as Depositary, the Depositary will lend neither the Shares
held under the Deposit Agreement nor the Receipts;  provided,  however, that the
Depositary  reserves the right to (i) execute and deliver  Receipts prior to the
receipt of Shares  pursuant to Section  2.02 of the Deposit  Agreement  and (ii)
deliver  Shares prior to the receipt and  cancellation  of Receipts  pursuant to
Section  2.05 of the Deposit  Agreement,  including  Receipts  which were issued
under (i) above but for which Shares may not have been received.  The Depositary
may  receive  Receipts in lieu of Shares  under (i) above and receive  Shares in
lieu of Receipts under (ii) above. Each such transaction will be (a) preceded or
accompanied  by a written  representation  from the person to whom  Receipts  or
Shares are to be delivered that such person, or its customer, owns the Shares or
Receipts  to  be  remitted,  as  the  case  may  be,  (b)  at  all  times  fully
collateralized  with  cash or such  other  collateral  as the  Depositary  deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further  indemnities and credit regulations
as the Depositary  deems  appropriate.  The Depositary  will limit the number of
Receipts  and Shares  involved  in such  transactions  at any one time to thirty
percent (30%) of the American  Depositary  Shares  outstanding  (without  giving
effect to American Depositary Shares evidenced by Receipts outstanding under (i)
above),  or Shares held under the  Deposit  Agreement,  respectively;  provided,
however,  that the  Depositary  reserves the right to change or  disregard  such
limit from time to time as it deems  appropriate.  The Depositary  will also set
limits  with  respect  to  the  number  of  Receipts  and  Shares   involved  in
transactions  to be done under the  Deposit  Agreement  with any one person on a
case by case basis as it deems appropriate.

      The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.

9.    TITLE TO RECEIPTS.

      It is a condition of this Receipt and every successive holder and Owner of
this Receipt by accepting or holding the same consents and agrees, that title to
this Receipt when properly  endorsed or  accompanied  by a proper  instrument or
instruments of transfer,  is transferable by delivery with the same effect as in
the case of a negotiable instrument, provided, however, that the Company and the
Depositary,  notwithstanding any notice to the contrary, may treat the person in
whose name this  Receipt is  registered  on the books of the  Depositary  as the
absolute  owner  hereof for the purpose of  determining  the person  entitled to
distribution of dividends or other  distributions  or to any notice provided for
in the Deposit  Agreement or for all other  purposes and neither the  Depositary
nor the Company shall have any  obligation or be subject to any liability  under
the Deposit Agreement to any holder of a Receipt unless such holder is the Owner
thereof.

10.   VALIDITY OF RECEIPT.

      This  Receipt  shall not be  entitled  to any  benefits  under the Deposit
Agreement or be valid or obligatory  for any purpose,  unless this Receipt shall
have been executed by

<PAGE>

the  Depositary  by the  manual  signature  or  facsimile  of a duly  authorized
signatory of the  Depositary and if a Registrar for the Receipts shall have been
appointed,  countersigned  by  the  manual  signature  or  facsimile  of a  duly
authorized officer of the Registrar.

11.   REPORTS; INSPECTION OF TRANSFER BOOKS.

      The Company  currently  furnishes the Securities  and Exchange  Commission
(hereinafter  called the "Commission") with certain public reports and documents
required by foreign law or otherwise  under Rule 12g3-2(b)  under the Securities
Exchange Act of 1934.  Such  reports and  communications  will be available  for
inspection and copying by holders and Owners at the public reference  facilities
maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C.
20549.  Pursuant to such Rule,  certain of such  reports and  documents  will be
translated into or summarized in English.

      The Depositary will make available for inspection by Owners of Receipts at
its Corporate Trust Office any reports and  communications,  including any proxy
soliciting  material,  received  from the Company which are both (a) received by
the  Depositary  or the  Custodian or the nominee of either as the holder of the
Deposited  Securities  and (b) made  generally  available to the holders of such
Deposited  Securities by the Company. The Depositary will also send to Owners of
Receipts  copies of such reports when  furnished by the Company  pursuant to the
Deposit Agreement. Any such reports and communications, including any such proxy
soliciting  material,  furnished  to the  Depositary  by the  Company  shall  be
translated into English.

      The  Depositary  will keep  books for the  registration  of  Receipts  and
transfers of Receipts which at all reasonable times shall be open for inspection
by the Owners of Receipts  provided  that such  inspection  shall not be for the
purpose of  communicating  with Owners of Receipts in the interest of a business
or object  other than the  business  of the  Company or a matter  related to the
Deposit Agreement or the Receipts.

12.   DIVIDENDS AND DISTRIBUTIONS.

      Whenever the  Depositary  or the  Custodian  receives any cash dividend or
other cash  distribution  on any  Deposited  Securities,  the  Depositary or the
Custodian will convert or cause to be converted within one Business Day of it or
the  Custodian's  receipt  of such  dividend  or  other  cash  distribution,  in
accordance  with  applicable  law, if at the time of receipt thereof any amounts
received  in a  foreign  currency  can in the  judgment  of  the  Depositary  be
converted on a reasonable  basis into United States dollars  transferable to the
United  States,  and  subject  to  the  Deposit  Agreement,   such  dividend  or
distribution  into Dollars and either the  Depositary or the  Custodian  will as
promptly as practicable  distribute the amount thus received (net of the fees of
the  Depositary  as provided in Section 5.09 of the Deposit  Agreement) by check
drawn  in a bank  in the  City  of New  York,  to  the  Depositary  which  shall
distribute such amounts to the Owners of Receipts  entitled  thereto,  provided,
however,  that in the event that the  Company or the  Depositary  is required to
withhold and does withhold from any cash dividend or other cash

<PAGE>

distribution  in respect  of any  Deposited  Securities  an amount on account of
taxes or other governmental charges, the amount distributed to the Owners of the
Receipts  evidencing  American  Depositary  Shares  representing  such Deposited
Securities shall be reduced accordingly.

      Subject  to the  provisions  of  Section  4.11  and  5.09  of the  Deposit
Agreement,  whenever  the  Depositary  receives  any  distribution  other than a
distribution  described in Sections 4.01, 4.03 or 4.04 of the Deposit Agreement,
the  Depositary  will cause the  securities  or  property  received by it or the
Custodian to be distributed to the Owners of Receipts entitled  thereto,  in any
manner that the Depositary may deem equitable and practicable for  accomplishing
such distribution;  provided,  however, that if in the opinion of the Depositary
such distribution  cannot be made  proportionately  among the Owners of Receipts
entitled  thereto,  or if  for  any  other  reason  the  Depositary  deems  such
distribution not to be feasible,  the Depositary may adopt such method as it may
deem equitable and practicable  for the purpose of effecting such  distribution,
including,  but not limited to, the public or private sale of the  securities or
property thus  received,  or any part thereof,  and the net proceeds of any such
sale (net of the fees of the  Depositary  as  provided  in  Section  5.09 of the
Deposit  Agreement)  shall be  distributed  by the  Depositary  to the Owners of
Receipts  entitled  thereto as in the case of a  distribution  received in cash,
provided  that  any  unsold  balance  of  such  securities  or  property  may be
distributed by the Depositary to the Owners entitled  thereto in accordance with
such equitable and practicable method as the Depositary shall have adopted.

      If any  distribution  consists of a dividend in, or free  distribution of,
Shares, the Depositary may and shall if the Company shall so request, distribute
to the Owners of outstanding  Receipts  entitled  thereto,  additional  Receipts
evidencing an aggregate number of American  Depositary  Shares  representing the
amount of Shares received as such dividend or free  distribution  subject to the
terms and  conditions  of the Deposit  Agreement  with respect to the deposit of
Shares and the  issuance of American  Depositary  Shares  evidenced by Receipts,
including the withholding of any tax or other governmental charge as provided in
Section  4.11 of the  Deposit  Agreement  and  the  payment  of the  fees of the
Depositary  as provided in Section  5.09 of the  Deposit  Agreement.  In lieu of
delivering  Receipts for fractional American Depositary Shares in any such case,
the  Depositary  will sell the amount of Shares  represented by the aggregate of
such fractions and distribute the net proceeds, all in the manner and subject to
the conditions set forth in the Deposit  Agreement.  If additional  Receipts are
not so  distributed,  each  American  Depositary  Share shall  thenceforth  also
represent  the  additional  Shares  distributed  upon the  Deposited  Securities
represented thereby.

      In the event  that the  Depositary  determines  that any  distribution  in
property  (including Shares and rights to subscribe  therefor) is subject to any
tax or other governmental  charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems

<PAGE>

necessary and  practicable to pay any such taxes or charges,  and the Depositary
shall distribute the net proceeds of any such sale after deduction of such taxes
or charges to the Owners of Receipts  entitled  thereto and the Depositary shall
distribute any unsold balance of such property in accordance with the provisions
of the Deposit  Agreement.  The Company or its agent shall remit to  appropriate
governmental  authorities and agencies in Brazil all amounts,  if any,  withheld
and owing to such authorities and agencies by the Company. The Depositary or its
agent shall remit to appropriate  governmental  authorities  and agencies in the
United States all amounts,  if any,  withheld and owing to such  authorities and
agencies by the Depositary.

      The Depositary  shall forward to the Company or its agent such information
from its records as the Company may reasonably  request to enable the Company or
its agent to file necessary reports with governmental  agencies.  The Depositary
shall use reasonable efforts to make and maintain  arrangements  enabling Owners
who are citizens or residents of the United States to receive any tax credits or
other benefits  (pursuant to treaty or otherwise)  relating to dividend payments
on the American Depositary Shares.

13.   RIGHTS.

      In the event that the  Company  shall  offer or cause to be offered to the
holders of any  Deposited  Securities  any rights to  subscribe  for  additional
Shares or any rights of any other nature,  the  Depositary,  after  consultation
with the Company,  shall have  discretion  as to the procedure to be followed in
making such rights  available  to any Owners or in  disposing  of such rights on
behalf of any Owners and making the net  proceeds  available  in Dollars to such
Owners or, if by the terms of such rights offering or, for any other reason, the
Depositary may not either make such rights available to any Owners or dispose of
such  rights  and make  the net  proceeds  available  to such  Owners,  then the
Depositary shall allow the rights to lapse; provided, however, if at the time of
the offering of any rights the Depositary  determines in its  discretion,  after
consultation  with the  Company,  that it is lawful  and  feasible  to make such
rights available to all Owners or to certain Owners but not to other Owners, the
Depositary, after consultation with the Company, may distribute, to any Owner to
whom it determines the distribution to be lawful and feasible,  in proportion to
the number of American  Depositary Shares held by such Owner,  warrants or other
instruments  therefor in such form as it deems  appropriate.  If the  Depositary
determines in its discretion,  after  consultation with the Company,  that it is
not lawful and feasible to make such rights available to certain Owners,  it may
sell the rights or warrants or other  instruments in proportion to the number of
American  Depositary  Shares held by the Owners to whom it has determined it may
not  lawfully  or feasibly  make such rights  available,  and  allocate  the net
proceeds of such sales (net of the fees of the Depositary as provided in Section
5.09 of the Deposit Agreement) for the account of such Owners otherwise entitled
to such  rights,  warrants  or  other  instruments,  upon an  averaged  or other
practical basis without regard to any distinctions  among such Owners because of
exchange  restrictions or the date of delivery of any Receipt or otherwise.  The
Depositary  shall not be responsible for any failure to determine that it

<PAGE>

may be lawful or feasible to make such rights  available to Owners in general or
any Owner in particular.

      If an Owner of Receipts  requests  the  distribution  of warrants or other
instruments in order to exercise the rights allocable to the American Depositary
Shares of such Owner  hereunder,  the Depositary will make such rights available
to such Owner upon written  notice from the Company to the  Depositary  that (a)
the  Company  has  elected in its sole  discretion  to permit  such rights to be
exercised  and (b) such Owner has  executed  such  documents  as the Company has
determined  in its sole  discretion  are required  under  applicable  law.  Upon
instruction  pursuant to such warrants or other  instruments  to the  Depositary
from such  Owner to  exercise  such  rights,  upon  payment by such Owner to the
Depositary  for the  account  of such Owner of an amount  equal to the  purchase
price of the Shares to be received  upon the  exercise  of the rights,  and upon
payment of the fees of the  Depositary  as set forth in such  warrants  or other
instruments,  the Depositary shall, on behalf of such Owner, exercise the rights
and purchase the Shares,  and the Company shall cause the Shares so purchased to
be delivered to the Depositary on behalf of such Owner. As agent for such Owner,
the  Depositary  will cause the Shares so purchased to be deposited  pursuant to
Section 2.02 of the Deposit  Agreement,  and shall,  pursuant to Section 2.03 of
the Deposit Agreement, execute and deliver to such Owner Restricted Receipts.

      If  registration  under the  Securities  Act of 1933 of the  securities to
which any  rights  relate is  required  in order for the  Company  to offer such
rights to Owners and sell the securities  upon the exercise of such rights,  the
Depositary  will not offer  such  rights to the  Owners  unless and until such a
registration  statement  is in effect,  or unless the  offering and sale of such
securities to the Owners of such Receipts are exempt from registration under the
provisions of such Act.

14.   CONVERSION OF FOREIGN CURRENCY.

      Whenever the Depositary or the Custodian shall receive  Foreign  Currency,
by way of dividends or other  distributions or the net proceeds from the sale of
securities,  property or rights in respect of such Receipts,  and if at the time
of the  receipt  thereof  the Foreign  Currency  so  received  can,  pursuant to
applicable law, be converted into Dollars, the Depositary shall convert or cause
to be converted  within one Business  Day of its or the  Custodian's  receipt of
such Foreign  Currency,  by sale or in any other manner that it may determine in
accordance with applicable  law, such Foreign  Currency into Dollars.  If at the
time of  conversion  of such Foreign  Currency  into  Dollars  can,  pursuant to
applicable law, be transferred  outside of Brazil for distribution to the owners
entitled  thereto,  such Dollars shall be distributed as promptly as practicable
to the Owners entitled  thereto or, if the Depositary shall have distributed any
rights,  warrants or other instruments which entitle the holders thereof to such
Dollars,  then to the holders of such rights,  warrants and/or  instruments upon
surrender thereof for cancellation.  Such distribution or conversion may be made
upon an averaged or other  practicable  basis

<PAGE>

without  regard  to  any  distinctions  among  Owners  on  account  of  exchange
restrictions,  the date of delivery of any Receipt or otherwise and shall be net
of any  expenses  of  conversion  into  Dollars  incurred by the  Depositary  as
provided in Section 5.09.

      If conversion of Foreign  Currency into Dollars or distribution of Dollars
or  non-convertible  Foreign  Currency can be effected only with the approval or
license  of any  government  or agency  thereof,  the  Depositary  shall file as
promptly as practicable such application for approval or license;  however,  the
Depositary  shall be  entitled  to rely upon  Brazilian  local  counsel  in such
matters, which counsel shall be instructed to act as promptly as possible.


      If at  any  time  Foreign  Currency  received  by  the  Depositary  or the
Custodian is not, pursuant to applicable law, convertible,  in whole or in part,
into Dollars transferable to the United States, or if any approval or license of
any government or agency thereof which is required for such conversion is denied
or in the opinion of the Depositary can not be promptly obtained, the Depositary
shall,  (a) as to that portion of the Foreign  Currency that is convertible into
Dollars,  make such conversion and (i) if permitted  pursuant to applicable law,
transfer  such  Dollars  to the  United  States  and  distribute  to  Owners  in
accordance  with the first  paragraph of this Section 4.05 or (ii) to the extent
transfer  of such  Dollars to the United  States is not  permitted  pursuant  to
applicable  law, hold such Dollars as may not be transferred  for the benefit of
the Owners entitled thereto, and (b) as the non-convertible balance, if any, (i)
if  requested  in  writing by an Owner,  distribute  or cause the  Custodian  to
distribute the Foreign Currency (or an appropriate document evidencing the right
to receive such Foreign Currency) received by the Depositary or the Custodian to
such Owner and, (ii) the  Depositary  shall hold or shall cause the Custodian to
hold any amounts of non-convertible Foreign Currency not distributed pursuant to
the immediately  preceding subclause (b)(i) uninvested and without liability for
interest  thereon for the respective  accounts of the Owners entitled to receive
the same.


15.   FIXING OF RECORD DATES.

      Whenever any cash dividend or other cash distribution shall become payable
or any  distribution  other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities,  or whenever for any reason the
Depositary  causes a change in the number of Shares that are represented by each
American  Depositary  Share, or whenever the Depositary  shall receive notice of
any meeting of holders of Shares or other Deposited  Securities,  the Depositary
shall fix a record date, after consultation with the Company if such record date
is different from the record date  applicable to the Deposited  Securities,  (a)
for the  determination  of the Owners of Receipts  who shall be (i)  entitled to
receive such  dividend,  distribution  or rights or the net proceeds of the sale
thereof or (ii) entitled to give  instructions for the exercise of voting rights
at any such  meeting,  or (b) on or after which each American  Depositary  Share
will  represent the changed  number of Shares,  subject to the provisions of the
Deposit Agreement.  The

<PAGE>

Owners on such  record date shall be entitled as the case may be, to receive the
amount  distributable  by the Depositary  with respect to such dividend or other
distribution or such rights or the net proceeds or sale thereof in proportion to
the number of American Depositary Shares held by them respectively,  and to give
voting  instructions to exercise the rights of Owners  hereunder with respect to
such changed number of Shares and to act in respect of any other such matter.

16.   VOTING OF DEPOSITED SECURITIES.


      As of the  date of this  Deposit  Agreement,  the  Shares  do not give the
holders thereof any voting rights, except in certain limited  circumstances.  If
in the future  the terms of the  Shares  should be revised or amended to provide
for voting  rights,  or should such Shares  otherwise  obtain any voting rights,
then,  upon  receipt  of notice of any  meeting  of  holders  of Shares or other
Deposited  Securities,  if requested in writing by the Company,  the  Depositary
shall,  as soon as  practicable  thereafter,  mail to the  Owners of  Receipts a
notice,  the form of which notice shall be subject to the reasonable  discretion
of the Depositary,  which shall contain (a) such  information as is contained in
such  notice of meeting  received  by the  Depositary  from the  Company,  (b) a
statement that the Owners of Receipts as of the close of business on a specified
record date will be entitled,  subject to any applicable  provision of Brazilian
law and of the By-laws  (Estatuto  Social) of the Company and the  provisions of
the Deposited  Securities,  to instruct the Depositary as to the exercise of the
voting  rights,  if any,  pertaining to the amount of Shares or other  Deposited
Securities  represented by their respective American Depositary Shares and (c) a
statement as to the manner in which such  instructions may be given,  including,
when applicable,  an express  indication that  instructions may be given (or, if
applicable, deemed given in accordance with the second paragraph of Section 4.07
of the Deposit  Agreement if no  instruction  is received) to the  Depositary to
give a  discretionary  proxy to a person  designated  by the  Company.  Upon the
written  request of an Owner of a Receipt on such  record  date,  received on or
before the date  established by the Depositary for such purpose,  the Depositary
shall endeavor  insofar as practicable and permitted  under  applicable laws and
the  provisions  of the  By-laws  (Estatuto  Social)  of  the  Company  and  the
provisions of the  Deposited  Securities to vote or cause to be voted the amount
of Shares or other Deposited Securities  represented by such American Depositary
Shares  evidenced  by such  Receipt  in  accordance  with  any  nondiscretionary
instructions  set forth in such request  including  their  instruction to give a
discretionary  proxy to a person  designated  by the Company and the  Depositary
shall not,  and the  Depositary  shall  ensure that the  Custodian or any of its
nominees  shall  not,   exercise  any  voting   discretion  over  any  Deposited
Securities.


      If after  complying  with the  procedures  set forth in this Article,  the
Depositary  does not  receive  instructions  from the Owner of a  Receipt  on or
before the date  established by the Depositary for such purpose,  the Depositary
shall give a discretionary  proxy for the Shares  evidenced by such Receipt to a
person designated by the Company.

<PAGE>

17.   CHANGES AFFECTING DEPOSITED SECURITIES.


      In  circumstances  where the  provisions  of Section  4.03 of the  Deposit
Agreement do not apply,  upon any change in nominal value,  change in par value,
split-up,  consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization,  reorganization,  merger or consolidation, or sale
of assets  affecting the Company or to which it is a party, any securities which
shall be received  by the  Depositary  or the  Custodian  in exchange  for or in
conversion  of or in respect  of  Deposited  Securities  shall be treated as new
Deposited Securities under the Deposit Agreement, and American Depositary Shares
shall thenceforth represent the new Deposited Securities so received in exchange
or  conversion,  unless  additional  Receipts  are  delivered  pursuant  to  the
following sentence. In any such case the Depositary may, after consultation with
the Company,  and shall,  if the Company  shall so request,  execute and deliver
additional  Receipts  as in the case of a dividend  in  Shares,  or call for the
surrender of outstanding Receipts to be exchanged for new Receipts  specifically
describing such new Deposited Securities.


18.   LIABILITY OF THE COMPANY AND DEPOSITARY.


      Neither  the  Depositary  nor  the  Company  nor any of  their  directors,
employees, agents or affiliates shall incur any liability to any Owner or holder
of any  Receipt,  if by reason of any  provision of any present or future law or
regulation of the United States,  Brazil, or any other country,  or of any other
governmental or regulatory authority or stock exchange,  including NASDAQ, or by
reason of any provision,  present or future, of the By-laws (Estatuto Social) of
the  Company  or by  reason  of  any  provision  of  any  securities  issued  or
distributed  by the Company,  or any  offering or  distribution  thereof,  or by
reason of any act of God or war or other circumstances  beyond its control,  the
Depositary  or the  Company  or any of their  directors,  employees,  agents  or
affiliates  shall be prevented,  delayed or forbidden  from or be subject to any
civil or  criminal  penalty on account of doing or  performing  any act or thing
which by the terms of the  Deposit  Agreement  it is  provided  shall be done or
performed;  nor shall the  Depositary  or the Company incur any liability to any
Owner or holder of a Receipt by reason of any  non-performance or delay,  caused
as aforesaid,  in the  performance of any act or thing which by the terms of the
Deposit Agreement it is provided shall or may be done or performed, or by reason
of any exercise of, or failure to exercise,  any discretion  provided for in the
Deposit  Agreement.  Where, by the terms of a distribution  pursuant to Sections
4.01,  4.02, or 4.03 of the Deposit  Agreement,  or an offering or  distribution
pursuant to Section 4.04 of the Deposit Agreement,  because of applicable law or
for any other reason such  distribution or offering may not be made available to
Owners of Receipts,  and the Depositary may not dispose of such  distribution or
offering on behalf of such Owners and make the net  proceeds  available  to such
Owners,  then the Depositary shall not make such  distribution or offering,  and
shall allow any rights,  if  applicable,  to lapse.  Neither the Company nor the
Depositary assumes any obligation or shall be subject to any liability under the
Deposit Agreement or this Receipt to Owners or holders


<PAGE>


of Receipts;  except that they agree to perform their  obligations  specifically
set forth in the Deposit Agreement  without  negligence and to act in good faith
in the  performance of such duties.  The Depositary  shall not be subject to any
liability  with  respect to the validity or worth of the  Deposited  Securities.
Neither the  Depositary  nor the Company shall be under any obligation to appear
in, prosecute or defend any action,  suit, or other proceeding in respect of any
Deposited  Securities  or in respect of the  Receipts,  which in its opinion may
involve it in expense or liability,  unless indemnity satisfactory to it against
all expense and  liability  shall be furnished as often as may be required,  and
the Custodian shall not be under any obligation  whatsoever with respect to such
proceedings, the responsibility of the Custodian being solely to the Depositary.
Neither  the  Depositary  nor the  Company  shall be  liable  for any  action or
nonaction  by it in  reliance  upon the  advice  of or  information  from  legal
counsel,  accountants,  any person presenting  Shares for deposit,  any Owner or
holder of a  Receipt,  or any other  person  believed  by it in good faith to be
competent to give such advice or information including,  but not limited to, any
such action or nonaction  based upon any written notice,  request,  direction or
other document believed by it to be genuine and to have been signed or presented
by the proper party or parties.  The Depositary shall not be responsible for any
failure to carry out any  instructions to vote any of the Deposited  Securities,
or for the manner in which any such vote is cast or the effect of any such vote,
provided  that any such action or  nonaction  is in good faith.  The  Depositary
shall not be liable for any acts or  omissions  made by a  successor  depositary
whether in  connection  with a previous act or omission of the  Depositary or in
connection  with a matter arising wholly after the removal or resignation of the
Depositary,  provided  that in  connection  with the  issue  out of  which  such
potential  liability arises,  the Depositary  performed its obligations  without
negligence or bad faith while it acted as  Depositary.  The  Depositary  and the
Company may rely on and shall be  protected  in acting upon any written  notice,
request, direction or other documents believed by them to be genuine and to have
been signed by the proper party or parties.  The Company agrees to indemnify the
Depositary,  its directors,  employees,  agents and affiliates and the Custodian
against,  and  hold  each  of them  harmless  from,  any  liability  or  expense
(including,  but not limited to, the  reasonable  fees and  expenses of counsel)
which  may  arise out of acts  performed  or  omitted,  in  accordance  with the
provisions  of the Deposit  Agreement  and of the  Receipts,  as the same may be
amended,  modified,  or  supplemented  from  time to  time,  (i) by  either  the
Depositary or the Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence of
any of them or the failure of any of them to act in good  faith,  or (ii) by the
Company or any of its directors, employees, agents and affiliates. No disclaimer
of liability  under the  Securities  Act of 1933 is intended by any provision of
the Deposit Agreement.

      The Company shall not indemnify  the  Depositary or the Custodian  against
any liability or expense  arising out of information  relating to the Depositary
or the  Custodian,  as the case may be,  furnished in writing to the Company and
executed  by the  Depositary  or the  Custodian  expressly  for  the  use in any
registration  statement,


<PAGE>

prospectus  or  placement  memorandum  or  preliminary  prospectus  or placement
memorandum relating to the Shares evidenced by the American Depositary Shares.

19.   RESIGNATION  AND  REMOVAL  OF THE  DEPOSITARY;  APPOINTMENT  OF  SUCCESSOR
      CUSTODIAN.


      The Depositary  may at any time resign as Depositary  hereunder by written
notice of its  election so to do  delivered  to the Company  effective  upon the
appointment of a successor  depositary and its acceptance of such appointment as
hereinafter  provided.  The Depositary may at any time be removed by the Company
by written notice of such removal  effective upon the appointment of a successor
depositary and its acceptance of such  appointment as hereinafter  provided.  In
case at any time the  Depositary  shall resign or be removed,  the Company shall
use its best efforts to appoint a successor depositary, which shall be a bank or
trust  company  having an office in the  Borough of  Manhattan,  The City of New
York.  Every successor  depositary  shall execute and deliver to its predecessor
and to the Company an instrument in writing accepting its appointment hereunder,
and thereupon such successor depositary,  without any further act or deed, shall
become fully vested with all the rights,  powers,  duties and obligations of its
predecessor; but such predecessor, nevertheless, upon payment of all sums due it
and on the  written  request  of the  Company,  shall  execute  and  deliver  an
instrument  transferring  to  such  successor  all  rights  and  powers  of such
predecessor hereunder,  shall duly assign, transfer and deliver all right, title
and interest in the Deposited Securities to such successor, and shall deliver to
such  successor  a list of the  Owners  of all  outstanding  Receipts.  Any such
successor  depositary  shall  promptly  mail  notice of its  appointment  to the
Owners.  Whenever the Depositary in its discretion  determines that it is in the
best  interest of the Owners of  Receipts to do so, it may appoint a  substitute
custodian.


20.   AMENDMENT.

      The form of the Receipts and any  provisions of the Deposit  Agreement may
at any time and from time to time be amended by  agreement  between  the Company
and the  Depositary in any respect  which they may deem  necessary or desirable.
Any  amendment  which shall impose or increase  any fees or charges  (other than
taxes and other governmental  charges),  or which shall otherwise  prejudice any
substantial  existing right of Owners of Receipts,  shall,  however,  not become
effective as to  outstanding  Receipts until the expiration of thirty days after
notice of such  amendment  shall have been  given to the  Owners of  outstanding
Receipts.  Every  Owner  of a  Receipt  at the  time any  amendment  so  becomes
effective  shall be deemed,  by continuing to hold such Receipt,  to consent and
agree to such  amendment  and to be bound by the  Deposit  Agreement  as amended
thereby.  In no event shall any  amendment  impair the right of the Owner of any

<PAGE>

Receipt to surrender such Receipt and receive therefor the Deposited  Securities
represented  thereby  except in order to comply  with  mandatory  provisions  of
applicable law.

21.   TERMINATION OF DEPOSIT AGREEMENT.

      The Depositary shall at any time at the direction of the Company terminate
the Deposit Agreement by mailing notice of such termination to the Owners of all
Receipts  then  outstanding  at  least 30 days  prior to the date  fixed in such
notice for such termination.  The Depositary may likewise  terminate the Deposit
Agreement by mailing notice of such termination to the Company and the Owners of
all Receipts  then  outstanding  if at any time 60 days shall have expired after
the  Depositary  shall have  delivered  to the  Company a written  notice of its
election to resign and a successor  depositary shall not have been appointed and
accepted its  appointment as provided in Section 5.04 of the Deposit  Agreement.
On and after the date of  termination,  the  Owner of a Receipt  will,  upon (a)
surrender of such Receipt at the Corporate Trust Office of the  Depositary,  (b)
payment of the fee of the Depositary  for the surrender of Receipts  referred to
in Section  2.05 of the Deposit  Agreement,  and (c)  payment of any  applicable
taxes or  governmental  charges,  be  entitled to  delivery,  to him or upon his
order,  of the  amount  of  Deposited  Securities  represented  by the  American
Depositary  Shares  evidenced  by such  Receipt.  If any  Receipts  shall remain
outstanding  after the date of  termination,  the  Depositary  thereafter  shall
discontinue  the  registration  of  transfers  of  Receipts,  shall  suspend the
distribution of dividends to the Owners thereof,  and shall not give any further
notices or perform any further acts under the Deposit Agreement, except that the
Depositary  shall  continue  to  collect   dividends  and  other   distributions
pertaining to Deposited  Securities,  shall sell property and rights as provided
in the Deposit  Agreement,  and shall continue to deliver Deposited  Securities,
together with any dividends or other distributions received with respect thereto
and the net  proceeds of the sale of any rights or other  property,  in exchange
for Receipts  surrendered to the Depositary (after deducting,  in each case, the
fee of the  Depositary  for the  surrender  of a Receipt,  any  expenses for the
account of the Owner of such Receipt in accordance with the terms and conditions
of the Deposit Agreement,  and any applicable taxes or governmental charges). At
any time  after the  expiration  of one year from the date of  termination,  the
Depositary  may sell the  Deposited  Securities  then  held  under  the  Deposit
Agreement and may thereafter  hold uninvested the net proceeds of any such sale,
together  with any  other  cash  then held by it  thereunder,  unsegregated  and
without  liability  for  interest,  for the pro rata  benefit  of the  Owners of
Receipts which have not  theretofore  been  surrendered,  such Owners  thereupon
becoming general  creditors of the Depositary with respect to such net proceeds.
After making such sale, the Depositary  shall be discharged from all obligations
under the Deposit  Agreement,  except to account for such

<PAGE>

net  proceeds  and other cash  (after  deducting,  in each case,  the fee of the
Depositary  for the surrender of a Receipt,  any expenses for the account of the
Owner of such Receipt in accordance with the terms and conditions of the Deposit
Agreement,   and  any  applicable  taxes  or  governmental  charges).  Upon  the
termination of the Deposit  Agreement,  the Company shall be discharged from all
obligations  under the  Deposit  Agreement  except  for its  obligations  to the
Depositary  with  respect  to  indemnification,   charges,  and  expenses.   The
obligations of the Depositary under Section 5.08 of the Deposit  Agreement shall
survive the termination of the Deposit Agreement.

22.   COMPLIANCE WITH U.S. SECURITIES LAWS.

      Notwithstanding  any terms of this Receipt or the Deposit Agreement to the
contrary,  the  Company  and the  Depositary  have each  agreed that it will not
exercise any rights it has under the Deposit Agreement or the Receipt to prevent
the  withdrawal  or delivery of  Deposited  Securities  in a manner  which would
violate the United States securities laws, including, but not limited to Section
I A(1) of the General  Instructions to the Form F-6 Registration  Statement,  as
amended from time to time, under the Securities Act of 1933.


23.   INFORMATION REQUESTS.


      The  Company may from time to time  request  Owners of Receipts to provide
information  as to the  capacity in which such Owners own or owned  Receipts and
regarding  the identity of any other  persons then or  previously  interested in
such  Receipts and the nature of such interest and various  other  matters.  The
Depositary  agrees to use reasonable  efforts to comply with reasonable  written
instructions  received from the Company  requesting that the Depositary  forward
any such requests to the Owner and to forward to the Company any such  responses
to such requests received by the Depositary.


      Each of the Depositary  and the Company hereby  confirms to the other that
for as long as the Deposit  Agreement is in effect, it shall furnish the CVM and
the Central Bank, at any time and within the period that may be determined, with
any information and documents related to the American Depositary Receipt program
and the Receipts  issued  thereunder.  In the event that the  Depositary  or the
Custodian shall be advised in writing by reputable independent Brazilian counsel
that the Depositary or the Custodian reasonably could be subject to criminal, or
material,  as reasonably determined by the Depositary,  civil,  liabilities as a
result of the Company  having  failed to provide such  information  or documents
reasonably  available only through the Company,  the  Depositary  shall have the
right to terminate the Deposit Agreement, upon at least 15 days' prior notice to
the  Owners  and the  Company,  and the  Depositary  shall not be subject to any
liability  hereunder


<PAGE>


on account of such  termination  or such  determination.  The effect of any such
termination of the Deposit Agreement shall be as provided in Section 6.02 of the
Deposit Agreement.


</TEXT>
</DOCUMENT>
