SHARE PURCHASE AGREEMENT
			   SHARE PURCHASE AGREEMENT ("Anreement") dated
			   as of March 28, 2001, by and between. tiM BrazilCo., a
			   Cayman Islands company (w~ii~r~~), and Enron do Brazil
			   Holdings Ltd., a Cayman Islands company ('Buyer").
     WHEREAS, Buyer and Sellerentered into a letter agreement on September 30, 1999 ("Letter
Agreement") that set forth the terms and conditions on which Buyer offered to sell to Seller, and
pursuant to which Seller agreed to purchase from Buyer, 13,975,324 quotas (a 13% equity interest)
in EPE-Empresa Produtora de Energia Ltda., a Brazilian sociedad por quotas de responsibilidade
Limitada ("~~"), for the purchase price contained therein;
     WHEREAS, on December 9, 1999, all shareholders of EPE transferred all of their direct
equity interests in EPE to EPE Holdings Ltd., a Cayman Islands company ("EPE Holdines"), and
were issued proportionate equity interests in EPE Holdings (the "Reornanization");
     WHEREAS, Buyer now desires to purchase from Seller, and Seller desires to sell to Buyer,
all the ordinary shares issued to Seller as a result of the Reorganization (as subdivided by resolution
of EPE Holdings on 12 September 2000, the "Shares").
     NOW, THEREFORE, in consideration of the mutual promises contained herein, Seller.ai1d
Buyer agree as follows:
	   I.    Purchase and Sale of Shares. On the terms of this Agreement, Seller will sell,
transfer, and deliver or cause to be sold, transferred, and delivered to Buyer, and Buyer will purchase
from Seller, the Shares for an aggregate purchase price of$ 13,200,000 (as the same may be adjusted
pursuant to Schedule A attached hereto, the "Purchase Price"), payable as set forth in Section 2.
	   2.    Closinn. The closing (the 'Closinn") of the purchase and sale of the Shares
will be held at the offices of Vinson & Elkins L.L.P., 666 Fifth Avenue, 26th Floor, New York, NY
10103 on the earlier to occur of (a) two business days following the satisfaction or waiver of the
conditions to closing set forth in Section 8 and (b) May 30, 2001 (the "Closing Date"). At the
Closing, the Buyer will deliver to Seller, by wire transfer to a bank account designated in writing by
Seller at least two business days prior to the Closing Date, immediately available funds in an amount
equal to the Purchase Price. Seller will deliver or cause to be delivered to Buyer certificates
representing the Shares, duly endorsed in blank or accompanied by stock powers or share transfers
duly completed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed.
	   3.    Assimunent and Cancellation of Outstanding Indebtedness.
	   (a)   Effective as of the Closing Date and in consideration of Buyer's agreement set
forth in 3(b) below to cancel the outstanding balance of all EBHL Initial Funding Loans (as defined
an the Letter Agreement, dated September 30, 1999, by and between Buyer and Seller (as amended,
the "Letter Anreement")) extended by Buyer to Seller as of the Closing Date, Seller hereby assigns,
transfers, and conveys to Buyer all of its rights, titles, and interests in and to all shareholdcr loans
	       CONFIDENTIAL TREA TMENT                          EVE 1504182
		    REQUESTED BY
	       WILLIAMS & CONNOLLYLLP
									    GOVERNMENT I
									       EXHIBIT           fl
										24663
									      cnm No H 04-0023  J

 (including all accrued and unpaid interest, the "Shareholder Loans") extended by Seller to EPE
 Holdings.  As of March 27, 2001, Seller's outstanding Shareholder Loans to BPE Holdings
 (including principal and interest) totaled $19,331,848.72
	       (b)  Bffective as of the Closing Date, Buyer hereby (i) assumes all of Seller's
 rights, titles, and interests in and to all Shareholder Loans extended by Seller to EPE Holdings and
 (ii) cancels the outstanding balance of all EBHL Initial Funding Loans extended by Buyer to Seller
 pursuant to the Letter Agreement and releases Seller of all liabilities and obligations arisingout of or
 related to such EBHL Initial Funding Loans. As of March 27,2001, the outstanding balance of all
 EBHL Initial Funding Loans (including principal and interest) totaled $19,331,848.72.
	       4.   The Shares. Seller represents and warrants to Buyer that it, directly or through
 one or more wholly owned subsidiaries, has good and valid title to the Shares, free and clear of any
 liens, claims, encumbrances, security interests, options, charges, and restrictions of any kind. Upon
 delivery to Bayer at the Closing of certificates representing the Shares, duly endorsed by Seller for
 transfer to Buyer, and upon Seller's receipt of the Purchase Price and upon registration of the Buyer
 in the Register of Members of EPE Holdings, good and valid title to the Shares will pass to Buyer,
 free and clear of any liens, claims, encumbrances, security interests, options, charges, and
 restrictions of any kind, other than those arising from any acts of Buyer or its affiliates. Other than
 this Agreement, the Shares are not subject to any voting trust agreement or other contract,
 agreement,  arrangement, commitment, or understanding, including any such agreement,
 arrangement, commitment, or understanding restricting or otherwise relating to the voting, dividend
 rig~its, or disposition of the Shares.
	       5.   Release and Indemnification by Buyer
	       (a)  Buyer, on behalf of itself, its affiliates, successors, and assigns, hereby
 mutually and unconditionally releases and forever discharges Seller and its directors, officers,
 employees, agents, affiliates, transferees, successors, aridlor assigns (including, without limitation,
  any director Seller appoints to the board of directors of EPE Holdings) (the "Releasees") and agrees
 to indemnify and hold the Releasees harmless from and against any and all actions, causes of action,
  suits, debts, obligations, damages, judgments, executions, liabilities (excluding any income tax
  liabilities of Seller), costs, expenses, claims, and demands, of whatever kind or nature, in law or in
  equity, by statute or otherwise, whether known or unknown, vested or contingent, or pending or
  threatened, arising out of or related to the Seller's status, or any action or omission of Seller in its
  capacity, as (i) a quotaholder in EPE and shareholder in EPE Holdings, (ii) a shareholder ii Buyer,
  and (iii) as a party to the Amended and Restated Shareholders' Funding Agreement, dated December
  9, 1999, as amended, by and among Seller, Buyer, EPE Holdings, and the other parties thereto.
		(b) Regardless of whether the Closing occurs or not, Buyer shall indemnify and
  hold harmless, to the fullest extent permitted by law, any director Seller appoints to the board of
  directors of EPE Holdings for any actual or alleged act, omission, statement, misstatement, event, or
  occurrence related to the fact that such indemnitee was or is a director of EPE Holdings or is or was
  serving at the request of Buyer as a director of EPE Holdings or by reason of any actual or alleged
  thing done or not done by the indemnitee in such capacity, provided that such act or omission is
  taken in good faith and in a manner indernnitee reasonably believes to be in or not opposed to the
CONFIDENTIAL TREA TMENT
								      E~E 1504183
      REQ(JES7EDBY                     2
WiLLIAMS & CONNOLLYLLP

interests of EPE Holdings and does not arise from conduct of indemnitee that was illegal and was
known by indemnitee to be illegal at the time of the conduct.
	   6.     Cash Calls. From the date of this Agreement through the Closing Date. Buyer
and Seller each agree to pay their pro rata amount of the Initial Cash Calls (as defined in the Letter
Agreement) pursuant to the terms of the Letter Agreement (as amended pursuant to Section? of this
Agreement).
	   7.     Amendment to Letter Anreement.  Effective as of the date of this
Agreement, Buyer and Seller hereby amend and restate subsection (b) of Section 4 of their Letter
Agreement to read in its entirety as follows:
	   "(b)   LIM's obligations to make cash calls, contribute capital, or extend loans to
      EPE pursuant to this Letter Agreement ('initial Cash Calls") shall be conditioned upon; and
      shall be paid from the proceeds of. one or more loans to LIM by EBI{L or its Affiliates
      ("EBHL. Initial Fundin~Laans"). LTM's obligation to make Initial Cash Calls pursuant to
      this Letter Agreement shall be absolute (notwithstanding anything to the contrary
      contemplated by paragraph 2(b) of this Letter Agreement) for so long as EBEL Initial
      Funding Loans are available to fund such Initial Cash Calls. Any outstanding principal
      amount of such ~HL Initial Funding Loans shall bear interest at a rate equal to (i) if such
      loans are advanced to fund capital contributions to EPE, the Applicable Federal Ra~te and (ii)
      if such loans are advanced to fund loans to EPE. the rate of interest payable by EPE with
      respect to such loans. All outstanding principal and accrued interest with respect to the
      EBIIL Initial Funding Loans shall be due and payable immediately upon the first to occur of
      (i) the sale or transfer of the EPE Interests by UM (except any sale or transfer to a wholly
      owned subsidiary) or (ii) any redemption or liquidation of the EBEl. Preference Shares.
      LJM's right to EBHL Initial Funding Loans under this paragraph 4(b) are not transferable
      except to a wholly owned subsidiary in accordance with paragraph 13 hereof."
 Except as amended herein and in the First Amendment to Letter Agreement, dated May 9,2000, all
 the other terms and provisions of the Letter Agreement shall remain in Ml force and effect.
	     8.   Conditions to Closintr. The obligation of Buyer to purchase and pay for the
 Shares and the obligation of Seller tosell theShares are subject to the satisfaction orwaiveras of the
 Closing Date of the following conditions:
	     (a)  all the provisions of Article 8 of the Articles of Association of EPE Holdings
 shall have been complied with or waived by each Member (as defined therein) entitled to receive an
 Offer Notice (as defined therein); and
	     (b)   the board of directors of EPE Holdings shall have duly adopted a written
 resolution approving the transfer of Shares from Seller to Buyer and providing that Buyer be entered
 in the Register of Members of EPE Holdings as holder of the Shares so transferred.
	     9.    Amendment. This Agreement may be amended, supplemented, or modified
 only by a written instrument duly executed by or on behalf of each party hereto.
CONFIDENTIAL TREA TMENT                                                EVE 1504184
      REQUEs TED BY
WILLIAMS & CONNOLLY LLP

	   10.   Third-Party Beneficiaries. The ternis and provisions are iiitended solely for
the benefit of each party hereto and it is not the intention of the parties to confer third-party
beneficiary rights, and this Agreement does not confer such rights upon any other person.
	   11.   Governing Law. 'This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York, without givingeffectia any choice-of-
law provision or rule (whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New York.
	   12.   Counteroarts.  This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which together will constitute one
and the same instrument.
		    [Remainder of page left intentionally blankj
CONFIDENTIAL TREA TMENT
   REQUESTED BY
WILLIAMS & CONNOLLY LLP  4
E~E 15O41B~

1/27/01 TUE 18:46 FAX 713 *526 8296        AHDREIV FASTOW                              I~i 004
	   JN WiTNESS WHEREOF, the parties have canscd this Agreement to be duly executed as of
	this ~day of j  ., 2001.
				       LIM ~.aw,w.
				       By:________________________
				       Name: AiidrewFastow
				       Title: Ai~thorized P*presentative
				       E~RON DO BRAZIL HOWXNGS LTh.
				       By _______________________
				       Name: Chaiks Delacey
				       Tit1e~ Attorney-in-Fact
	     -' S.
			   (Signature Page to Share Purchase Agreeknentj
.5,. .
	  CONFIDENTIAL TREATMENT
	       REQUESTED BY
	  WILLIAMS & CONNOLLYLLP                                                   EYE 1504186
						 5
   b    J AA7Cd7004. rw/I(t:A7 te.1/7n:n7 rn 17 C i'3Af)                 '~iWJi1IJ ~4A~IA1iI~ Wfl1b~

	  )j~I WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of
      this 3!day ofl ~1kL, 2001.
		       LJM BRAZILCO.
		       By
		       Name: Andrew Fastow
		       Title: Authorized Representative
		       ENRON DO BRAZIL HOLDINGS LTD.
		       Name: Charles DeLacey
		       Title: Attorney-in-Fact
	      [Signature Page to Share Purchase Agreementi
CONFIDENTIAL TREATMENT
     REQUESTED BY
WiLLIAMS & CONNOLLYLLP
EVE 1504187
i-.

			  Schedule A
Buyer and Seller acknowledge and agree that the Purchase Price shall be increased by $4,000 every
day from the date of this Agreement (excluding the date of this Agreement and the Closing Date)
until the Closing Date has occurred pursuant to Section 2.
CONFIDENTIAL 7REA TMENT
   REQUESTED BY
WILLIAMS & CONNOLLYLLP
			  EVE 1504188
6