Exhibit 4(b)(2)


    ADDITION TERM TO THE PURCHASE AND SALE OF ELECTRIC POWER CONTRACT BETWEEN
    ENERCOUTO S.A. AND ENERSUL - EMPRESA ENERGETICA MATO GROSSO DO SUL S.A.



For the present contract, the parties, on one side.



ENERCOUTO S.A., independent producer of electric power in virtue of concession
granted by, the National Agency of Electric Power-ANEEL, in the terms of the
Decree of October 15, 2001, published in the Official Gazette of the Union of
April 3, 2002 and of the Generation Concession Contract n.(0)021/2002, dated
April 23, 2002,with headquarters in the City of Sao Paulo. Sao Paulo State. In
Av. Paulista, Sao Paulo, n.(0)2.300, 6(0). Floor - part,62/64, registered with
the CNPJ/MF under n.(0)04.705.039/0001-65, in this acted represented in the form
of its Social Statute (from now on designated "Enercouto");


And on the other side.

ENERSUL-Energy Company Mato Grosso do Sul S.A., public energy services
dealership, constituted under the joint stock company form, with headquarters in
Campo Grande City, Mato Grosso do Sul State, in Av. Gury Marques s/n.(0),
registered with the CNPJ/MF under n.(0)15.413.826/0001-50, in this act
registered in the form of its Social Statute (from now on designated "Enersul");


Enercouto and Enersul (together, the "Parties" or, individually, the "Parts")
decide to amend the purchase and Sale of Electric Power Contract, agreed between
the Parties, on December 23, 2002 (the "Purchase and Sale Contract"), in the
following terms:


                                  FIRST CLAUSE

The Parties, duly authorized in the form established in their constituent,
mutual and reciprocal acts declare and assure, on the execution date of this
Addition Term to the Purchase and Sale of Electric Power Contract (the
"Addition"), that:

no other associate decision, besides those introduced in this action, is
necessary for the validity and effectiveness of the Addition, as their legal
representatives in the execution of the same have sufficient powers to enforce
them in a valid and effective way; and

the agreement of the Addition and the assumption and the execution of the
current obligations, don't cause, directly or indirectly, the noncompliance,
total or partial, of (i) any contracts, of any nature, prior to the Addition
execution date, of which any one of the Parties is part or to the which they are
linked, any title, any corporal, incorporeal, tangible, intangible goods,
furniture or property of its ownership; (ii) any legal or regulatory norm to
which the parties are subject: and (iii) any order, decision, even preliminary,
judicial or administrative to which theParties are subject.


                                  SECOND CLAUSE

The 5th Clause of the Purchase and Sale Contract comes into force with the
following composition:


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"5th Clause - The Price will be R$ 79,77/MWh (seventy-nine real and
seventy-seven cents per megawatt-hour), date base April of 2002. All and any
costs, responsibilities, imposed, contributions, taxes and tariffs owed in the
Applicable Legislation terms for the supply of Contracted Electric Power in the
Delivery Point are included in the Price, in the Paragraphs below."


                                  THIRD CLAUSE

The other terms of the Purchase and Sale Contract are expressly ratified and
unaltered by the Addition. The defined terms and expressions used in this
Addition and undefined here have the meaning that is given to them by the
Purchase and Sale Contract.


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         Signatures sheet for the Addition Term to the Purchase and Sale of
Electric Power Contract agreed on February 19, 2003, between ENERCOUTO S.A. and
ENERSUL - EMPRESA

         ENERGETICA MATO GROSSO DO SUL S.A.




And, being fair and contracted, the present contract in 2 (two) copies of equal
wording and form, for the same purpose and effects of law, assuming an
obligation, by successors or assignees to any title, in the presence of two
witness signed below.


                          Sao Paulo, February 19, 2003.





                                  ENERCOUTO S.A
By :  Antonio Manuel Garcia                   By: Antonio Nunes Candido da Silva
Position:  President Diretor                  Position:  Vice President Diretor
                                                         Control Executive




               ENERSUL - EMPRESA ENERGETICA MATO GROSSO DO SUL S.A
By : Armando Fernandes Bernardo         By: Sergio Pereira Pires
Position: President Diretor             Position: Economic -Finance Director



WITNESSES:



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Name:                                   Name:
RG.:                                    RG.:
CPF.:                                     CPF.:


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