Exhibit 4(a)3


                                CONTRACT NO. 02.2.053.3.1, OF FINANCING THROUGH
                                MEANS OF OPENING OF CREDIT, MADE AND EXECUTED BY
                                AND BETWEEN BANCO NACIONAL DE DESENVOLVIMENTO
                                ECONOMICO E SOCIAL - BNDES AND ESPIRITO SANTO
                                CENTRAIS ELETRICAS S.A. - ESCELSA, WITH
                                INTERVENING OF OTHER PARTS, AS SHOWN BELOW:

BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES, hereinafter
referred to simply as BNDES, a federal public company, with its headquarters in
Brasilia, Distrito Federal, and with services offered in that city, at 100
Republica do Chile Avenue, its C.N.P.J. registration number being
33.657.248/0001-89, by its representatives signed below;

and

ESPIRITO SANTO CENTRAIS ELETRICAS S.A. - ESCELSA, hereinafter denominated
BENEFICIARY, a Brazilian corporation, located in Vitoria, State of Espirito
Santo, at 362 Sete de Setembro, its registration number being
28.152.650/0001/71, by its representatives signed below; and also appearing as
INTERVENING PARTIES:

I-      AGENCIA NACIONAL DE ENERGIA ELETRICA - ANEEL, autarchy in a special
        regime, located at SGAN, QUADRA 603, MODULO J ANEX, Brasilia, Distrito
        Federal, its C.N.P.J. being 02.270.669/001-29, hereinafter denominated
        ANEEL, by its representatives signed below; and

II-     BANCO BANESTES - BANCO DO ESTADO DO ESPIRITO SANTO, financial
        institution, located in Vitoria, Estado do Espirito Santo, at 574
        Princesa Isabel Avenue Bloco B - 9th floor, its C.N.P.J.
        28.127.603/0001-78, hereinafter denominated simply BANK, by its
        representatives signed below;

have, amongst themselves, as just and agreed what is contained in the following
clauses:

FIRST

NATURE, VALUE
-------------
AND PURPOSE OF THE CONTRACT
---------------------------

BNDES, in course of the Emergency and Exceptional Program of Financial Support
to the Concessionaires of Public Services of Electricity Distribution, created
by the board of BNDES based on the Medida Provisoria no. 14, of December 21,
2001 and the resolution no. 90, of December 21, 2001, of the Chamber of
Management of the Electricity Crisis- GCE, opens to the BENEFICIARY, through
this Contract, credit amounted in R$ 140,828,053.68 (one hundred forty million,
eight hundred twenty-eight thousand fifty three Reais and sixty-eight cents), to
be supplied by means of funds from the National Treasury, if statement in First
Paragraph is kept.


                                -1


<PAGE>




FIRST PARAGRAPH

The utilization of the credit referred to in the caption is limited to the
amount equivalent to 90% (ninety percent) of the amount due entitled as
extraordinary fee re-composition of the Concession Contract firmed in July 17,
1995, between ANEEL and the BENEFICIARY, attained through the Emergency Program
For the Reduction of Electricity Consumption, as in Medida Provisoria no. 14, of
December 21, 2001 and Resolution no. 91, of December 21, 2001, of the Chamber of
Management of the Electricity Crisis - GCE, excludes from this amount the parcel
regarding the debt agreement of the distributors towards the generators relative
to the free electricity acquired during the validity of the Emergency Program
above mentioned.

SECOND PARAGRAPH

The credit herein opened is destined to supply part of the insufficiency of
funds of the BENEFICIARY due to the reduction of earnings occurred during the
validity of the Emergency Program For the Reduction of the Consumption of
Electricity, with prioritized destination to the fulfilling of the liabilities
owed to agents of the electricity sector.

SECOND

AVAILABILITY OF THE CREDIT
--------------------------

The credit will be of liquid assets to the BENEFICIARY, in parcels, after the
probationary utilization conditions referred to in the Nineteenth Clause have
been fulfilled.

SOLE PARAGRAPH

The unused parcel of credit will be readjusted until the date of its
utilization, by the figures observed in the same period, of the average adjusted
current yield of the daily loans regulated in the Sistema Especial de Liquidacao
e de Custodia - SELIC.

THIRD

INTEREST
--------

Over the main part of the debt of the BENEFICIARY, there will be an interest
rate of 1% (one percent) a year (entitled as `spread'), besides the average
adjusted current yield of the daily financing regulated in the Sistema Especial
de Liquidacao e de Custodia - SELIC.

SOLE PARAGRAPH

The interest will be calculated day-by-day by the proportional system and will
be charged monthly from March 15, 2002 on, along with installments of the main
and at the expiration or liquidation of this contract, if Twenty-Fifth Clause is
kept.


                                -2


<PAGE>




FOURTH

COMISSION OF CREDIT RESERVE
---------------------------

The BENEFICIARY will pay a commission of credit reserve of 0.1% (a tenth
percent) to BNDES, chargeable for a period of 30 (thirty) days, or a fraction,
and will happen in the following cases:

I-      The unused balance of each parcel of credit, from the immediate day of
        its availability to the date of utilization, when its payment will be
        demanded; and

II-     The unused balance of the credit from the day of its availability to the
        date of its cancellation, if effected by request of the BENEFICIARY, or
        by the initiative of BNDES, and its payment will be due at the date of
        the request, or of the decision of BNDES, whatever case be.

SOLE PARAGRAPH

The incidence of the commission which topics I and II, above mentioned, refer
to, will occur in case of practice of a plan for availability of resources.

FIFTH

PROCESSING AND CHARGING OF THE DEBT
-----------------------------------

The charging of the main and due fees will be done by means of a Charging Notice
sent by BNDES, beforehand, to the BANK, which will inform the BENEFICIARY and
will transfer the due values to the checking account indicated by BNDES, in the
form foreseen in First paragraph of Tenth Clause, aiming to liquidate those
liabilities at their due dates.

FIRST PARAGRAPH

The non-receiving of the Charging Notice will not deliver the BANK from its
obligations covered in this Contract or the BENEFICIARY from the obligation of
paying the installments of main and fees on the dates established in this
Contract.

SECOND PARAGRAPH

In case of an alteration of the SELIC rate between the first and fifteenth of a
month, the difference, for more or less between the owed amount and the charged
amount will be incorporated to the debt balance.

SIXTH

AMORTIZATION
------------

The main of the debt resulting from this Contract must be paid to BNDES in 12
(twelve) installments, monthly and successive, according to Crescent
Amortization System ("Tabela Price"), being the first installment due on March
15, 2002 , if the agreed upon in Twenty-Fifth


                                -3


<PAGE>




Clause has been kept, the BENEFICIARY being committed to liquidate, with the
last installment on February 15, 2003, all the liabilities resulting from this
Contract, keeping the established in Paragraph Three of Tenth Clause, in
Eleventh Clause and in section "b" of topic IV of Nineteenth Clause.

SEVENTH

RESERVE FOR MEANS OF PAYMENT
----------------------------

With the finality of assisting the payment of any liabilities resulting from
this Contract, such as the main of the debt, interests, commissions,
conventional fees and fine, the BENEFICIARY yields and transfers to BNDES, from
this date on, and until the final liquidation of all liabilities resulting from
this Contract, in an irrevocable and irretrievable manner, the product of the
earnings from payments for the supplying of public services of distribution of
electrical energy in the amount equivalent to 5.75% (five point seventy-five
percent) of its monthly gross income.

FIRST PARAGRAPH

After the ratification by ANEEL of the deadlines and amounts due to the
BENEFICIARY, entitled as an extraordinary fee re-composition, distinguishing the
installment regarding the debt agreement with the generating companies during
the validity of the Emergency Program For the Reduction of Electricity
Consumption, the percentage established in the caption can be revised, through
the celebration of the contract amendment which section "b" refers to, of Topic
IV of Nineteenth Clause, in a way to correspond to the income growth resulting
from the extraordinary fee re-composition, being excluded the installment
related to free electricity above mentioned.

SECOND PARAGRAPH

The rights and actions of BNDES resulting from the present contract, in special
what regards the cession of the income as foreseen in the caption, will not be
jeopardized by any modifications in the extraordinary fee re-composition, in
what regards First Paragraph of First Clause, mainly those derived from the
process of conversion into Law of Medida Provisoria no. 14, of December 21,
2001, or of administrative or judicial measures.

EIGHTH

PARTIAL CONCENTRATION OF THE CHARGING OF THE BENEFICIARY
--------------------------------------------------------

The BENEFICIARY will promote, during the validity of this contract, in its
checking account no. 1.448.232 (hereinafter denominated COLLECTING ACCOUNT), of
the branch PAB ESCELSA-093, of the BANK, the charging of bills that may ensure
the effective drawings corresponding to at least 10% of the gross income of the
month immediately before, which resulted from the supplying of public services
of electricity distribution.

NINTH

TRANSFERS TO THE LINKED ACCOUNT
-------------------------------


                                -4


<PAGE>




The BENEFICIARY, hereby, in an irrevocable and irretrievable manner, authorizes
the BANK, because of the cession foreseen in Seventh Clause, to transfer, daily,
all the product of the collection of income from the payment of services as
stated in Eighth Clause, to checking account no. 8.390.833 (hereinafter called
LINKED ACCOUNT), of the branch PAB ESCELSA-093, of the BANK, until the worth
transferred reaches the amount equivalent to 5.75% (five point seventy-five
percent) of the monthly income of the BENEFICIARY.

FIRST PARAGRAPH

It will be the duty of BENEFICIARY to inform BANK, with a copy to BNDES, until
the 5th working day of each month, from this date on, the sum to be transferred
to the LINKED ACCOUNT during the mentioned month, based on the gross income
verified in the month immediately before.

SECOND PARAGRAPH

In case of a non-fulfillment, by BENEFICIARY, of the established in First
Paragraph, BANK must transfer the totality of the funds received by charging.

TENTH

PAYMENT
-------

The BENEFICIARY herein authorizes, in an irrevocable and irretrievable manner,
the BANK, for reason of the cession and transfer foreseen in Seventh and Ninth
Clauses, to transfer at the account and order of BNDES, from the linked account
to the to the checking account indicated by BNDES, the worth necessary to the
payment of the installments of amortization of the main and accessories of the
debt resulting from this Contract, in the amounts and deadlines stipulated by
the Contract.

FIRST PARAGRAPH

It will be on the account BNDES to inform the BANK, through a charging notice,
of the amount of funds to be transferred to the indicated checking account.

SECOND PARAGRAPH

In case of insufficiency of balance in the linking account for the payment of
the installments of amortization of the main and of the accessories of the debt
resulting from this Contract, the BENEFICIARY must provide the deposit of the
amount necessary for the complete payment of such, after being informed by the
BANK, as foreseen in topic V of Sixteenth Clause, with no jeopardy to the
continuity of transfers to the LINKED ACCOUNT in what regards the Ninth Clause,
until the percentage stated in it has been reached.

THIRD PARAGRAPH

In case of insufficiency of funds for 3 (three) consecutive months, the deadline
for amortization, which Sixth Clause refers to, must be postponed by means of
the celebration of an amendment to


                                -5


<PAGE>




the Contract, so that the payment of the main and of the accessories of the debt
may be accomplished with the new flow of assets, if the percentage of the
monthly earnings of the BENEFICIARY foreseen in Seventh Clause has been kept.

ELEVENTH

ADVANCE PAYMENT
---------------

Every time that the LINKED ACCOUNT shows a sufficient balance for the paying off
of one complete installment, a partial payment, equivalent to the installments
about to be due must be effected, independent of the celebration of an amendment
to the Contract. This payment shall be deducted from the debt balance, keeping
the respective due payment dates.

FIRST PARAGRAPH

It shall be the duty of the BANK to verify the possibility of advance payment as
referred to in the caption, to implement it, if possible, and inform BNDES of
the total of the funds transferred.

SECOND PARAGRAPH

The BENEFICIARY herein obligates itself to liquidate this Contract in advance in
case the amount entitled to it as Extraordinary Fee Re-composition has been
integrally, in the way foreseen in fourth article of the Medida Provisoria no.
14, of December 21, 2001, obligating itself to liquidate the remaining debt
balance on the 15th of the following month.

TWELFTH

EXCLUSIVE USAGE OF THE LINKED ACCOUNT
-------------------------------------

The LINKED ACCOUNT will be used exclusively in the ways foreseen in this
Contract and utilized only for payments to BNDES, and the funds existent in it
may be invested only in National Treasury bonds or in bonds covered by them, so
long as the drawings be compatible with the obligations of this Contract and the
profits be incorporated to the cession foreseen in Seventh Clause.

THIRTEENTH

PROHIBITION OF LINKING
----------------------

The BENEFICIARY must neither yield nor link the income yielded in the form of
Seventh Clause to the favor of any other creditor.


                                -6


<PAGE>




FOURTEENTH

SPECIAL OBLIGATIONS OF THE BENEFICIARY
--------------------------------------

The BENEFICIARY is obligated:

I-      To fulfill, when fit, until the final liquidation of this Contract, the
        "DISPOSITIONS APPLICABLE TO CONTRACTS OF BNDES" ("DISPOSICOES APLICAVEIS
        AOS CONTRACTS DO BNDES"), approved by Resolution n. 665, of December 10,
        1987, partially modified by Resolution n. 775, of December 16, 1991; by
        Resolution n. 863, of March 11, 1996; by Resolution n. 878, of September
        4, 1996; by Resolution 894, March 6, 1997; Resolution 927, April l, 1998
        and by Resolution n. 976, of September 24, 2001, all by the board of
        directors of BNDES, published in Diario Oficial da Uniao (section I), of
        December 29, 1987; December 27, 1991; April 8, 1996; September 24, 1996;
        March 19, 1997; April 15, 1998; and October 31, 2001, respectively, the
        issues of which are handed to the BENEFICIARY herein, which after
        acknowledging all the contents of the referred prints, declares to
        accept them as an inherent and inseparable part of this Contract, for
        all legal purposes and effects;

II-     To use the totals sum of the credit in the period of 12 (twelve) months,
        from the date of the signing of this Contract, with no loss of power
        BNDES before or after the final term of this Contract, covered by the
        guarantees constituted in this Contract, may extend the stated deadline,
        through expressed permission, in writing, independent of any other
        formality or registry;

III-    To keep in a regular situation its obligations towards the environmental
        organs, throughout the validity of this Contract;

IV-     To forward to BNDES, yearly, an Audit report, Balance sheet and Chart of
        Results, with the evaluation of external auditors;

V-      To send to BNDES monthly, reports displaying the estimated turnovers and
        the turnovers effectively collected by the BENEFICIARY in the month
        immediately before;

VI-     To contract an Independent Audit company, if demanded by BNDES, to
        perform an accounting audit promoting the accomplishment of the
        obligations of the BENEFICIARY foreseen in this Contract, such company
        will be subject of the approval of BNDES, beforehand.

FIFTEENTH

OBLIGATIONS OF THE INTERVENING AGENCIA
NACIONAL DE ENERGIA ELETRICA - ANEEL
------------------------------------

The intervening AGENCIA NACIONAL DE ENERGIA ELETRICA - ANEEL, qualified in the
introduction of this Contract, obligates itself:


                                -7


<PAGE>




I-      To keep BNDES permanently informed of any fact that may come to
        jeopardize the reaching of the finality of the concession or its
        economical-financial balance;

II-     Communicate previous and expressly to BNDES any modification to be
        promoted in the Contract of Concession in what regards the First
        Paragraph of the First Clause;

III-    In case of an intervention in the concession, to look after the faithful
        accomplishment of the obligations foreseen in this Contract, including
        the cession foreseen in Seventh Clause; and

IV-     In case of an extinction of the concession, to include in the new
        process of bid for the exploration of the services object of the
        Contract of Concession referred to in First Paragraph of First Clause,
        as a condition for the approval of the concession, the sub-pleading, by
        the new concessionaire, in the liabilities of the BENEFICIARY resulting
        from the present Contract.

SIXTEENTH

OBLIGATION OF THE INTERVENING BANK
----------------------------------

The intervening BANK BANESTES, qualified in the introduction of this Contract,
obligates itself:

I-      To inform immediately BNDES the failure to keep, by the BENEFICIARY, any
        of the obligations regarding the cession of income foreseen in Seventh
        Clause;

II-     Not to respect any order, be it from BNDES or the BENEFICIARY, regarding
        the cession of the income foreseen Seventh Clause, in disagreement with
        the present Contract, without the endorsement in writing from the other
        agreeing party;

III-    To promote the transfer of the sums deposited in the COLLECTING ACCOUNT,
        according to the foreseen in Ninth Clause, as well execute all the acts
        and procedures foreseen in the Contract to ensure the cession of the
        income foreseen in Seventh Clause;

IV-     To promote the withholding and the transfer of sums deposited in the
        LINKED ACCOUNT after being informed by BNDES, as foreseen in First
        Paragraph of Tenth Clause, as well as execute all the actions and
        procedures foreseen in the Contract to ensure the cession of the income
        foreseen in Seventh Clause;

V-      To inform the BENEFICIARY of the insufficiency of balance in the LINKED
        ACCOUNT for the payment of the installments of amortization of the main
        and the accessories of the debt resulting from this Contract, as well as
        the sum to be deposited by the BENEFICIARY for the complete payoff of
        such payment;

VI-     To verify the possibility of advance payment in what regards Eleventh
        Clause, to implement it, if possible, and to inform BNDES of the total
        amount transferred;


                                -8


<PAGE>




VII-    To transfer the totality of the funds received in charging in the
        COLLECTING ACCOUNT to the LINKED ACCOUNT, in case of failure to fulfill,
        on the side of the BENEFICIARY, of what is stated in the First Paragraph
        of Ninth Clause;

VIII-   To effect investment of the existent funds in the LINKED ACCOUNT
        exclusively in National Treasury Bonds or in titles covered by it, as
        long as the drawings are compatible with the obligations of this
        Contract and the fruit be incorporated to the cession foreseen in
        Seventh Clause; and

IX-     To forward to BNDES, monthly, balance sheets of the COLLECTING ACCOUNT
        and the LINKED ACCOUNT.

SEVENTEENTH

PAYMENT OF COMPENSATION BY THE BANK
-----------------------------------

In case of non-fulfillment by the BANK of any of its obligations foreseen in
this Contract, regardless of the other due sanctions, it shall be subject to the
payment of indemnity to BNDES and/or the BENEFICIARY, as the case may require,
for the damage derived from this fact.

EIGHTEENTH

SUBSTITUTION OF THE BANK
------------------------

The intervening BANK may be replaced, by determination of BNDES or after its
approval, remaining, however, in the exercise of its functions until the new
bank celebrates a contract of adhesion to this Contract, in form and substance
satisfactory to BNDES, through which it will request the rights and obligations
of the BANK.

NINETEENTH

CONDITIONS FOR THE UTILIZATION OF THE CREDIT
--------------------------------------------

The utilization of the credit, besides the fulfillment, when fit, of the
conditions foreseen in 5th and 6th articles of the "DISPOSITIONS APPLICABLE TO
CONTRACTS OF BNDES" ("DISPOSICOES APLICAVEIS AOS CONTRACTS DO BNDES"), above
mentioned, and the established in the "NORMS AND INSTRUCTIONS OF ACCOMPANIMENT",
("NORMAS E INSTRUCOES DE ACOMPANHAMENTO", which 2nd article refers to of the
same "DISPOSITIONS", will be subject to the following services:

i-      In order to use the first parcel of the credit: the opening, by the
        BENEFICIARY, of a checking account at BNDES.

ii-     For usage of any parcel of the credit subsequent to the first: proof, by
        the BENEFICIARY, of the application of the parcel of the credit released
        before in the payment of debts due to agents of electricity sector.

iii-    In order to use each parcel of credit:


                                -9


<PAGE>




a)      The inexistence of any fact of economic-financial nature that, in the
        judgement of BNDES, may compromise the financing;

b)      Presentation, by the BENEFICIARY, of a Negative Debt Certificate
        (Certidao Negativa de Debito) - CND, issued by the National Social
        Insurance Institute (Instituto Nacional do Seguro Social) - INSS,
        through the INTERNET, to be extracted by the BENEFICIARY verified by
        BNDES at: www.mpas.gov.br; and

iv-     for utilization of any sum above R$ 41,697,903.63 (forty one million,
        six hundred ninety-seven thousand, nine hundred three Reais and
        sixty-three cents:

a)      ratification, by ANEEL, of the deadlines and of the sum due to the
        BENEFICIARY, entitled as an extraordinary fee re-composition
        discriminating the parcel regarding the debt agreement of the
        distributors of electrical energy with the generators regarding free
        electricity attained during the validity of the Emergency Program for
        Reduction of the Electricity Consumption, determined and calculated with
        base on the methodology established by CGE;

b)      celebration of an amendment to the Contract aiming to make compatible
        the deadline for the amortization with the validity of the extraordinary
        fee re-composition established by ANEEL, as well as, when fit, the
        revision of the percentage established in Seventh Clause, in terms of
        the ratification which topic "a" of this topic refers to.

TWENTIETH

NON-PAYMENT
-----------

In occurrence of non-payment of the obligations assumed by the BENEFICIARY, the
established in articles 40 and 47 of the "DISPOSITIONS APPLICABLE TO CONTRACTS
OF BNDES" ("DISPOSICOES APLICAVEIS AOS CONTRACTS DO BNDES"), which topic I of
Fourteenth Clause refers to.

TWENTY-FIRST

CALCULATION FINE
----------------

In case of legal charging of the debt of resulting from this Contract, the
BENEFICIARY will pay a fine of 10% (ten percent) over the main and liabilities
of the debt, besides extra judicial and legal expenses and law office fees, owed
from the first dispatch by authorities in charge of the charging petition.

TWENTY-SECOND

ADVANCE LIQUIDATION OF THE DEBT
-------------------------------

In case of advance liquidation of the debt, the guarantees will be released,
applying the established in article 18, second paragraph, of the "DISPOSITIONS
APPLICABLE TO


                                -10


<PAGE>




CONTRACTS OF BNDES" ("DISPOSICOES APLICAVEIS AOS CONTRACTS DO BNDES") mentioned
in incise I of Fourteenth Clause to the other obligations.

TWENTY-THIRD

ADVANCE DEADLINE
----------------

BNDES may declare this contract due in advance, with the requirement of the debt
worth and immediate cancellation of any funding if, besides the cases foreseen
in articles 39 and 40 of the "DISPOSITIONS APPLICABLE TO CONTRACTS OF BNDES"
("DISPOSICOES APLICAVEIS AOS CONTRACTS DO BNDES") mentioned in incise I of
Fourteenth Clause, any of the below are confirmed by BNDES:

a)      the inclusion of, in a partnership agreement, charter, or statute of the
        BENEFICIARY, or of the company that controls it, a device by which there
        is a requirement for a special "quorum" for deliberation or approval of
        issues that limit or surround the control of any of these companies by
        its respective controllers, or yet, the inclusion in those documents of
        a device that matters in:

i-      restrictions to the growth capacity of the BENEFICIARY or to its
        technological development

ii-     restrictions to access of the BENEFICIARY to new markets; or

iii-    restrictions or loss of the capacity of payment of the financial
        liabilities resulting from this operation.

SOLE PARAGRAPH

In case of application of the funds granted by this Contract in a finality
diverse to the one foreseen in First Clause, BNDES, with no jeopardy to the
established in the caption of this Clause, will communicate the fact to the
Federal Prosecution office, for the effects and purposes of Law n. 7,492 (Lei
n(degree) 7.492), of June 16, 1986.

TWENTY-FOURTH

DECLARATION AND GUARANTEES
--------------------------

The BENEFICIARY declares and guarantees that the celebration of this Contract
and the fulfillment of its obligations, in special the cession of income
foreseen in Seventh Clause, does not constitute violation or non-fulfillment of
any contract, agreement or other instruments which the BENEFICIARY be part of or
which it is linked to.


                                -11


<PAGE>




TWENTY-FIFTH

DUE DATE ON HOLIDAYS
--------------------

All deadlines of installments of amortization of the main and liabilities that
occur on Saturdays, Sundays or national Holidays, including the bank holidays
will be, for all effects and purposes of this Contract, postponed to the first
subsequent working day, the liabilities will be calculated until that date, and
the following regular period of telling and calculation of the liabilities of
this Contract will also start from that date on.

The BENEFICIARY has presented the Negative Debt Certificate (Certidao Negativa
de Debito) - CND n. 012692002 - 07001130 issued on February 14, 2002, by the
National Social Insurance Institute (Insituto Nacional do Seguro Social) - INSS.

The pages of the present Instrument are signed by Elizabeth Pinheiro Correa,
lawyer of BNDES, by authorization of the legal representatives who sign it.

And having amongst themselves agreed upon this Contract as just and contracted ,
the parties hereto have hereunto signed the present document in 04 (four)
copies, of equal content and for one sole effect, in the presence of the
witnesses signed below.

signature sheet of the Contract of Financing Through Opening of Credit n.
02.2.053.3.1


By BNDES:

/s/ Issac Roffe Zagury
/s/ Jose Mouro Mettrau Carneiro de Cunha
--------------------------------------------------------------------------------
BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES


By the BENEFICIARY:

/s/ Sergio Pereira Pires
/s/ Antonio Soares Diniz
--------------------------------------------------------------------------------
ESPIRITO SANTO CENTRAIS ELETRICAS S.A.


By the INTERVENING PARTIES:

/s/ Joao Luiz Menezes Torar
/s/ Tracy Spagnol
--------------------------------------------------------------------------------
AGENCIA NACIONAL DE ENERGIA ELETRICA - ANEEL




                                -12


<PAGE>



/s/ Joao Luiz Menezes Torar
/s/ Tracy Spagnol
--------------------------------------------------------------------------------
BANESTES - BANCO DO ESTADO DO ESPIRITO SANTO S.A.


WITNESSES:



-------------------------------------     --------------------------------------



                                -13


<PAGE>




                                AMENDMENT N. 1 TO THE CONTRACT OF FUNDING
                                THROUGH MENAS OF OPENING OF CREDIT N.
                                02.2.053.3.1, MADE AND EXECUTED BY AND BETWEEN
                                BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E
                                SOCIAL - BNDES AND ESPIRITO SANTO

BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES, hereinafter
referred to simply as BNDES, a federal public company, with its headquarters in
Brasilia, Distrito Federal, and with services offered in that city, at 100
Republica do Chile Avenue, its C.N.P.J. registration number being
33.657.248/0001-89, by its representatives signed below;

and

ESPIRITO SANTO CENTRAIS ELETRICAS S.A. - ESCELSA, hereinafter denominated
BENEFICIARY, a Brazilian corporation, located in Vitoria, State of Espirito
Santo, at 362 Sete de Setembro, its C.N.P.J. registration number being
28.152.650/0001/71, by its representatives signed below; and also appearing as
INTERVENING PARTIES:

I-      AGENCIA NACIONAL DE ENERGIA ELETRICA - ANEEL, autarchy in a special
        regime, located at SGAN, QUADRA 603, MODULO J ANEX, Brasilia, Distrito
        Federal, its C.N.P.J. being 02.270.669/001-29, hereinafter denominated
        ANEEL, by its representatives signed below; and

II-     BANCO BANESTES - BANCO DO ESTADO DO ESPIRITO SANTO, financial
        institution, located in Vitoria, Estado do Espirito Santo, at 574
        Princesa Isabel Avenue Bloco B - 9th floor, its C.N.P.J.
        28.127.603/0001-78, hereinafter denominated simply BANK, by its
        representatives signed below;

have, amongst themselves, as just and agreed to amend the Contract of Loan by
means of opening of credit n. 02.2.053.3.1, hereinafter called simply CONTRACT,
celebrated between BNDES and the BENEFICIARY on February 19, 2002, registered in
microfilm with the number 152759, February 21, 2002, at the register of deeds of
the county of Vitoria, State of Espirito Santo; and of the microfilmed registry
number 635263, February 22, 2002, at the 2nd register of deeds of the county of
Rio de Janeiro, State of Rio de Janeiro, which this instrument is now part of,
for all legal purposes and effects, through the following clauses:

FIRST

ALTERATION OF THE AMOUNT OF CREDIT
----------------------------------

Due to the approval by ANEEL of the sums due entitled as extraordinary fee
re-composition relative to the period from June 1, 2001 to December 31, 2001 and
of those inherent to the incorporation of the effects of the variations verified
in the accounting period of 2001 of sums of "Parcel A" ("Parcela A"), BNDES and
the BENEFICIARY agree in modifying to R$ 147,275,904.81(one hundred forty-seven
million, two hundred seventy-five thousand nine



                                -14


<PAGE>




hundred four Reais and eighty-one cents) the amount of credit open in the terms
of First Clause of the CONTRACT.

FIRST PARAGRAPH

There will be a deduction of the parcel already released in the value of R$
41,812,778.81 (forty-one million, eight hundred twelve thousand, seven hundred
seventy-eight Reais and eighty-one cents, leaving the sum R$ 105,463,126.00 ( a
hundred five million, four hundred sixty-three thousand, one hundred twenty-six
Reais) yet to be released.

SECOND PARAGRAPH

The incidence of the established in Sole Paragraph of Second Clause in the
Contract is excluded.

SECOND

ALTERATION OF THE FINALITY OF THE CONTRACT
------------------------------------------

In consequence of the agreed upon in First Clause of this Amendment, the
finality of the Contract, established in Second Paragraph of its First Clause is
hereby altered, being thus: to supply part of the insufficiency of funds of the
BENEFICIARY, with prioritized destination to the pay off of liabilities taken
towards agents of the electricity sector, resulting from:

I)      The reduction of income during the validity of the Emergency Program For
        Reduction of Electricity Consumption; and

II)     Variations observed in the accounting period of 2001, of values of
        topics of "Parcel A" foreseen in the Contract of Concession ratified on
        July 17, 1995 between ANEEL and the BENEFICIARY, as displayed in 3rd
        Paragraph of 5th Article of Law 10,438 (Lei 10.438), of April 26, 2002.

THIRD

ALTERATION OF THE DEADLINE FOR AMORTIZATION
-------------------------------------------

The main of the debt resulting from the CONTRACT must be paid to BNDES as seen
below:

I)      R$ 112,910,882.61 (one hundred twelve million, nine hundred ten thousand
        eight hundred eighty-two Reais and sixty-one cents) in 36 (thirty-six)
        monthly and successive installments, calculated according to the formula
        presented in Sixth Paragraph, the first installment will be due on March
        15, 2002, keeping the agreed in Twenty-Fifth Clause of the CONTRACT, and
        the last installment on February 5, 2005, keeping the agreed in First,
        Fourth and Fifth Paragraphs; and

II)     R$ 34,365,022.20 (thirty-four million, three hundred sixty-five
        thousand, twenty-two Reais and twenty cents) in 11 (eleven) monthly and
        successive installments, the first installment will be due on March 15,
        2005 keeping the agreed in Twenty-Fifth Clause of the CONTRACT, and the
        BENEFICIARY has committed itself to liquidate, with the

                                   -15
<PAGE>



        last installment on January 15, 2006, all the obligation derived from
        the CONTRACT, keeping the established in First and Fifth Paragraph.

FIRST PARAGRAPH

The deadlines for amortization of the debt foreseen in topics I and II may be
altered due to the agreed in Third Paragraph of Tenth Clause and Eleventh Clause
of the CONTRACT, and in Fifth Clause of the present Amendment, keeping the
agreed in Second and Third Paragraphs.

SECOND PARAGRAPH

By no means will the deadline for amortization foreseen in topic I exceed the
period of validity of the Extraordinary Fee Re-Composition of the BENEFICIARY to
be published by ANEEL, according to the established in 1st Paragraph of 4th
article of Law 10,438, of April 26, 2002.

THIRD PARAGRAPH

In case of alteration of the amortization deadline, foreseen in topic I ,
keeping the limit foreseen in Second Paragraph, the deadline for amortization
foreseen in topic II will also be altered, so that the first installment always
be due on the 15th of the month subsequent to the end of the period for
amortization foreseen in topic I.

FOURTH PARAGRAPH

The installments paid before the celebration of this Amendment will not be
recalculated due to the broadening of the deadline for amortization and will be
considered for purposes of deduction from debt resulting from the parcel of
credit foreseen in topic I.

FIFTH PARAGRAPH

The sum already released to the BENEFICIARY will be considered as part of the
parcel of credit foreseen in topics I as well as its future releases, until its
complete utilization.

SIXTH PARAGRAPH

The calculation of the installments of each of the parcels of credit foreseen in
topics I and II of the caption of this Clause will be performed according to the
formula presented below:

[EQUATION OMITTED]



                                -16


<PAGE>




where:

AP = amortization of the main of each of the parcels of credit foreseen in
topics I and II of the caption of this Clause;

SDV = debt balance of the main of each of the parcels of credit foreseen in
topics I and II of the caption of this Clause at the due date.

M = number of installments of amortization not due of each of the parcels of
credit foreseen in topics I and II of the caption of this Clause;

TM = average rate calculated as shown in the formula below:

[EQUATION OMITTED]



where:

J = interest as defined in Fourth Clause of this Amendment

n = number of days of the period of calculation ; and

SDVi = daily debt balance of each of the parcels of credit foreseen in topics I
and II of the caption of this Clause.

FOURTH

ALTERATION OF THE CLAUSE ABOUT INTEREST
---------------------------------------

About the main of the debt of the BENEFICIARY resulting from each of the parcels
of credit foreseen in topics I and II in the caption of Third Clause of this
Amendment there will be interest at the rate of 1% (one percent) per year
(entitled as "spread"), above the adjusted average annual rate of the daily
loans verified in the Special System of Liquidation and Custody (Sistema
Especial de Liquidacao e Custodia) - SELIC



                                -17


<PAGE>




FIRST PARAGRAPH

The interest will be calculated by the proportional system according to the
following formula:

[EQUATION OMITTED]

where:

J = interest;

SDVi = daily debt balance of the main of each of the parcels of credit foreseen
in topics I and II of the caption of this Clause;

Txi = average annual adjusted rate of the daily loans verified in the System of
Liquidation and Custody (Sistema de Liquidagao e Custodia) - SELIC for day "i";
and

n = number of days of the period of verification of the interest.

SECOND PARAGRAPH

The interest concerning the parcel of credit foreseen in topic I of Third Clause
of this Amendment will be charged along with the respective amortization payment
of main.

THIRD PARAGRAPH

The interest related to the parcel of credit foreseen in topic II of Third
Clause of this Amendment must be capitalized on the 15th of each month since the
release of the funds until the 15th immediately before the beginning of the
amortization of the referred parcel of credit and will be chargeable monthly
along with the respective amortization of main.

FIFTH

ADVANCE PAYMENT
---------------

With no jeopardy to the established in Eleventh Clause of the CONTRACT, the
BENEFICIARY obligates itself to liquidate in advance:

I)      the debt derived from the parcel of credit which topic I of Third Clause
        of this Amendment refers to, in case the amount is due, entitled as an
        Extraordinary Fee Re-Composition, be integrally compensated during the
        period of amortization foreseen in the mentioned topic I; and

II)     the debt resulting from the parcel of credit which topic II of Third
        Clause of this Amendment refers to, in case the amount is due, entitled
        as recovery of the variations verified in the accounting year of 2001 of
        the items of "Parcel A" ("Parcela A") foreseen



                                -18


<PAGE>




        in the Contract of Concession signed upon on July 17, 1995, between
        ANEEL and the BENEFICIARY be integrally compensated during the period
        amortization foreseen in the above mentioned topic II.

SOLE PARAGRAPH

The liquidation which topics I and II refer to must be paid by the BENEFICIARY
on the 15th of the month following the issuing, by ANEEL, of the specific
resolutions declaring the approved amount, entitled as an extraordinary fee
re-composition or of recovery of the items of "Parcel A" ("Parcela A"),
whichever the case, independent of specific charging by BNDES, keeping the
agreed in Twentieth Clause of the CONTRACT.

SIXTH

CONDITIONS FOR THE UTILIZATION OF THE CREDIT
--------------------------------------------

The utilization of the credit, besides the fulfillment, when fit, of the
conditions foreseen in Nineteenth Clause of the CONTRACT, is subject to the
keeping of the following:

I)      opening of a linked account at Banco do Brasil, Government Branch
        (2234-9), located at 105 Professor Lelio Gama St. 6th floor, Rio de
        Janeiro-RJ, in which the new releases of credit will credited, by BNDES,
        in the range of the CONTRACT.

II)     for the utilization of each parcel of credit:

a)      the certification, by the BENEFICIARY, of the application of the parcel
        of credit released before in the payment of liabilities owed to agents
        of the electricity sector;

b)      the presentation, by the BENEFICIARY, of a ratio of its debts due to
        agents of the Electricity Sector, including those resulting from the
        accounting of Operations of the Wholesale Market of Energy - MAE, if
        fit, properly certified by ANEEL, specifying: creditor, amount, purpose,
        and payment date; and

c)      certification of the sending of mail to Banco do Brasil, Government
        Branch (2234-9), in satisfactory terms to BNDES, through which the
        BENEFICIARY determines, in an irretrievable and irrevocable manner, the
        transfer of funds from the linked account foreseen in topic I for the
        checking accounts of the creditor quoted in the above topic, keeping
        items "i" and "ii" below:

i)      in case of insufficiency of funds to pay off the debts quoted in topic
        "b", the transfers must be performed to all the creditors, in proportion
        to their credits;

ii)     the mailing quoted in this topic must obligatorily contain, at least,
        the following information inherent to the creditors quoted in topic "b":
        number of registration in the C.N.P.J.; official company name; and data
        with information about the checking account in which to credit, such as,
        bank, name and number of the Branch.

SEVENTH



                                -19


<PAGE>




CELEBRATION OF ANOTHER AMENDMENT TO THE CONTRACT
------------------------------------------------

After the ratification, by ANEEL, of the new period of validity of the
extraordinary fee re-composition and of the amount due to the BENEFICIARY,
concerning the months of January and February of 2002, discriminating the parcel
concerning the debt agreement between the distributors and the generators
regarding free electricity obtained during the validity of the Program for
Reduction of the Electricity Consumption, there may be, at the discretion of
BNDES and if there is any interest from the BENEFICIARY, the celebration of an
Amendment to the CONTRACT aiming to establish a new amount of credit, obligating
the deadline to become compatible with the validity of the extraordinary fee
re-composition posted by ANEEL.

SOLE PARAGRAPH

Independent of the alteration of the deadline for amortization and of the amount
of credit mentioned in the caption, the percentage which Seventh Clause of the
CONTRACT refers to will be revised by the parties after the ratification
referred to in this Clause, in a way to reflect the increase of income resulting
from the extraordinary fee re-composition, excluding the parcel regarding the
free energy, as well as the increase of income derived from the tariff growth
associated to the compensation of the amount due to the BENEFICIARY entitled as
recovery of the variations observed during the accounting period of 2001 of the
items of "Parcel A", whichever the case be.

EIGHTH

DEFINITION OF MONTHLY INCOME
----------------------------

As for the established in the CONTRACT, Monthly income should be understood as
the gross income of the BENEFICIARY, including in it all the taxes and
liabilities paid by the consumer, except for the Tax charged for the Circulation
of Goods and Services (Imposto sobre Circulacao de Mercadorias e Servicos) -
ICMS.

NINTH

DECLARATION, GUARANTEES AND RIGHTS
----------------------------------

The BENEFICIARY declares and guarantees that the celebration of this Amendment
and the fulfillment of its obligations does not constitute a violation or
non-fulfillment of any contract, agreement or other instruments which the
BENEFICIARY is part of or to which it is attached.

SOLE PARAGRAPH

The rights and actions of BNDES derived from the CONTRACT, in special what
regards the cession of income foreseen in its Seventh Clause, will not be
jeopardized by any modification in the extraordinary fee re-composition and in
the mechanism of recovery of the insufficiency of resources resulting from the
variations verified in the accounting year of 2001, of the amounts of the items
of "Parcel A" foreseen in the contracts of concession of distribution of
electrical energy, mainly those resulting from the process of conversion into
law of Medida Provisoria n.



                                -20


<PAGE>




2,198-5 of August 24, 2001, and n. 14 of December 21, 2001 or of administrative
or legal measures.

TENTH

AVAILABILITY OF CREDIT
----------------------

The credit will be available to the BENEFICIARY, in installments, after the
fulfillment of the probationary conditions of utilization stated in Nineteenth
Clause of the CONTRACT and Sixth Clause of this Attachment conditioned to the
effective transfer of funds by the National Treasury, in the terms of 3rd
Paragraph of 2nd Article of resolution n. 123/2002, of March 15, 2002, by the
Chamber of Management of the Electricity Crisis.

ELEVENTH

RATIFICATION
------------

All the Clauses and conditions of the CONTRACT are ratified by the agreeing
parties and the intervening parties, when those do not collide with what has
been established in this Attachment, keeping the guarantees given in the
mentioned CONTRACT, not mattering the present attachment in its innovation.

TWELFTH

REGISTRY
--------

The BENEFICIARY is obligated to proceed to the registration of this Attachment,
in microfilm, with the number 152759 on February 21, 2002 at the register of
deeds and documents of the county of Vitoria, State of Espirito Santo, and of
the microfilmed registration n. 635263, on February 22, 2002, at the 2nd
register of deeds and documents of the county of Rio de Janeiro, State of Rio de
Janeiro, mentioned in the introduction of this instrument, in the period of 30
(thirty) days counting from this present date

The BENEFICIARY has presented the Negative Debt Certificate (Certidao Negativa
de Debito) - CND n. 0882022002-07001130, issued on July 15, 2002, issued by the
National Social Insurance Institute (Instituto Nacional do Seguro Social) - INSS

The pages of the present Instrument are signed by Elizabeth Pinheiro Correa,
lawyer of BNDES, by authorization of the legal representatives who sign it.

And having amongst themselves agreed upon this Contract as just and contracted,
the parties hereto have hereunto signed the present document in 04 (four)
copies, of equal content and for one sole effect, in the presence of the
witnesses signed below.

Rio de Janeiro, August 29, 2002

signature sheet of Amendment n. 1 to the Contract of Financing Through Opening
of Credit n. 02.2.053.3.1


                                -21


<PAGE>




By BNDES:

/s/ Isaac Zachery
/s/ Mariza Gianinni
--------------------------------------------------------------------------------
BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL - BNDES


By the BENEFICIARY:

/s/ Sergio Pereira Pires
/s/ Antonio Soares Diniz
--------------------------------------------------------------------------------
ESPIRITO SANTO CENTRAIS ELETRICAS S.A.


By the INTERVENING PARTIES:

/s/ Jose Mario Miranda Abdo
/s/ Issac Pinto Averbuch
--------------------------------------------------------------------------------
AGENCIA NACIONAL DE ENERGIA ELETRICA - ANEEL



--------------------------------------------------------------------------------
BANESTES - BANCO DO EST ADO DO ESPIRITO SANTO S.A.


WITNESSES:



-------------------------------------    ---------------------------------------



                                -22




<PAGE>

                                AMENDMENT N. 2 TO THE CONTRACT OF FUNDING
                                THROUGH MEANS OF OPENING OF CREDIT N.
                                02.2.053.3.1, MADE AND EXECUTED BY AND BETWEEN
                                BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E
                                SOCIAL- BNDES AND ESPIRITO SANTO CENTRAIS
                                ELETRICAS S.A- ESCELSA, WITH INTERVENING OF
                                OTHER PARTIES, AS SHOWN BELOW:



BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL- BNDES, hereinafter
referred to simply as BNDES, a federal public company, with its headquarters in
Brasilia, Distrito Federal, and with services offered in that city, at 100
Republica do Chile Avenue, its C.N.P.J. registration number being
33.657.248/0001-89, by its representatives signed below;

and


ESPIRITO SANTO CENTRAIS ELETRICAS S.A. - ESCELSA, hereinafter denominated
BENEFICIARY, a Brazilian corporation, located in Vitoria, State of Espirito
Santo, at 362 Sete de Setembro, its registration number being
28.152.650/0001/71, by its representatives signed below; and also appearing as
INTERVENING PARTIES:


I-       AGENCIA NACIONAL DE ENERGIA ELETRICA- ANEEL, autarchy in a special
         regime, located at SGAN, QUADRA 603, MODULO J ANEX, Brasilia, Distrito
         Federal, its C.N.P.J. being 02.270.669/001-29, hereinafter denominated
         ANEEL, by its representatives signed below; and

II-      BANCO BANESTES - BANCO DO ESTADO DO ESPIRITO SANTO, financial
         institution, located in Vitoria, Estado do Espirito Santo, at 574
         Princesa Isabel Avenue Bloco B - 9th floor its C.N.P.J.
         28.127.603/0001-78, hereinafter denominated simply BANK, by its
         representatives signed below;

have, amongst themselves, as just and agreed to amend the Contract of Funding by
means of opening of credit n. 02.2.053.3.1, hereinafter called simply CONTRACT,
celebrated between BNDES and the BENEFICIARY on February 19, 2002, registered in
microfilm with the number 152759, February 21, 2002, at the register of deeds of
the county of Vitoria, State of Espirito Santo; and of the microfilmed registry
number 635263, February 22, 2002, at the 2nd register of deeds of the county of
Rio de Janeiro, State of Rio de Janeiro, attached by the amendment n. 1
celebrated on August 29, 2002, hereinafter called AMENDMENT n.1 which this
instrument is now part of, for all legal purposes and effects, through the
following clauses:


                                      FIRST
                                      -----


ALTERATION OF THE AMOUNT OF CREDIT
----------------------------------
Due to the ratification by ANEEL of the sums due entitled as extraordinary fee
re-composition relative to the period from January 1, 2002 to February 28, 2002,
BNDES and the BENEFICIARY agree in modifying to R$ 166,226,246.36(one hundred
sixty six million, two hundred twenty six thousand two hundred forty six Reais
and thirty six cents Reais and eighty one cents) the value of credit open in the
terms of First Clause of the CONTRACT.

FIRST PARAGRAPH
---------------
By no means will there be an incidence of the established in Sole Paragraph of
Second Clause of the CONTRACT over the amount of credit.


<PAGE>

                                     SECOND
                                     ------


PARCELS OF CREDIT AND DEADLINE FOR AMORTIZATION
-----------------------------------------------
The main of the debt resulting from the CONTRACT must be paid to BNDES in the
following manner:

   I)    R$ 131,861,224.16 (one hundred thirty one million, eight hundred sixty
         one thousand, two hundred twenty four reais and sixteen cents) in 59
         (fifty nine) monthly and successive installments, calculated according
         to the formula presented in Sixth Paragraph of AMENDMENT n. 1, being
         the first installment due on March 15, 2002, keeping the established in
         Twenty Fifth Clause of the CONTRACT, keeping the established in the
         following Paragraphs; and

   II)   R$ 34,365,022.20(thirty four million, three hundred sixty five
         thousand, twenty two Reais and twenty cents) in 11(eleven) monthly and
         successive installments calculated according to the formula presented
         in Sixth Paragraph of AMENDMENT n. 1, being the first installment due
         on February 15, 2007, keeping the established in Twenty Fifth Clause of
         the CONTRACT, with the BENEFICIARY committing itself to liquidate, with
         the last installment due on December 15, 2007, all the obligations
         derived from the CONTRACT , keeping the established in the following
         Paragraphs.


FIRST PARAGRAPH
---------------
The stated periods for amortization foreseen in topics I and II of the caption
of this Clause may be reduced due to the established in Eleventh Clause of the
CONTRACT and in Fifth Clause of AMENDMENT n. 1 , keeping the established in
Second and Third Paragraphs, revoking thus the Third Paragraph of Tenth Clause
of the CONTRACT.


SECOND PARAGRAPH
----------------
In case the deadline for amortization foreseen in topic I of the caption of this
Clause be advanced, the due date of the first installment of the period for
amortization of the parcel of credit foreseen in topic II of the caption of this
Clause will also be anticipated, in way so that the first installment may always
be due on the 15th of the month following the end of the period for amortization
foreseen in the above mentioned topic I.


THIRD PARAGRAPH
---------------
The assets released from the celebration of present Amendment n. 2 will be
considered as part of the parcel of credit foreseen in topic I of the caption of
this Clause.


FOURTH PARAGRAPH
----------------
The installments paid before the celebration of the present Amendment will not
be recalculated due to the alteration of the amount of credit or of the
alteration of the deadline for amortization.


                                      THIRD
                                      -----


CELEBRATION OF ANOTHER CONTRACT AMENDMENT
-----------------------------------------
After the accounting of the operations of the Energy Wholesale Market (Mercado
Atacadista de Energia)- MAE, discriminating who the creditors of the parcel
concerning the debt agreement between distributors and generators relative to
the free energy obtained during the validity of the Emergency Program For
Reduction of Electricity Consumption, the percentage which Seventh Clause of the
CONTRACT refers to will be revised by the parties, in a way to reflect the
increase of income resulting from the extraordinary fee re-composition,
excluding the parcel regarding free energy, as well as the increase of income
derived from the tariff growth associated to the compensation of the amount owed
to the BENEFICIARY entitled as recovery of the variations observed in the
accounting period of 2001 of items of " Parcel A" (Parcela A"), whichever the
case be.


<PAGE>

                                     FOURTH


DECLARATION, GUARANTEES AND RIGHTS
----------------------------------
The BENEFICIARY declares and guarantees that the celebration of this Amendment
n. 2 and the fulfillment of its obligations does not constitute a violation or
non-fulfillment of any contract, agreement or other instruments which the
BENEFICIARY is part of or to which it is attached.


                                      FIFTH
                                      -----


AVAILABILITY OF CREDIT
----------------------
The credit will be available to the BENEFICIARY, in installments, after the
fulfillment of the probationary conditions of utilization stated in Nineteenth
Clause of the CONTRACT and Sixth Clause of AMENDMENT n. 1 conditioned to the
effective transfer of funds by the National Treasury.


                                      SIXTH
                                      -----

RATIFICATION
------------
All the clauses and conditions of the CONTRACT and of AMENDMENT n. 1 are
ratified by the agreeing parties and the INTERVENING PARTIES, when those do not
collide with what has been established in this Attachment n. 2, keeping the
guarantees given in the mentioned CONTRACT, not mattering the present attachment
in its innovation.

                                     SEVENTH
                                     -------

REGISTRY
--------
The BENEFICIARY is obligated to proceed to the registration of this Attachment,
in microfilm, with the number 1552759 on February 21, 2002 at the register of
deeds and documents of the county of Vitoria, State of Espirito Santo, and of
the microfilmed registration n.635263, on February22, 2002, at the 2nd register
of deeds and documents of the county of Rio de Janeiro, State of Rio de Janeiro,
mentioned in the introduction of this instrument, in the period of 30 (thirty)
days counting from this present date.


The BENEFICIARY has presented the Negative Debt Certificate (Certidao Negativa
de Debito)- CND n. 119392002- 07001130, issued on September 4, 2002, issued by
the National Social Insurance Institute (Instituto Nacional do Seguro Social)-
INSS

The pages of the present Instrument are signed by Elizabeth Pinheiro Correa,
lawyer of BNDES, by authorization of the legal representatives who sign it.


And having amongst themselves agreed upon this Contract as just and contracted ,
the parties hereto have hereunto signed the present document in 04 (four)
copies, of equal content and for one sole effect, in the presence of the
witnesses signed below.


Rio de Janeiro, October 16, 2002
signature sheet of Amendment n. 2 to the Contract of Financing Through Opening
of Credit n. 02.2.053.3.1





By BNDES:
---------

/s/ Isaac Zagury
/s/ Mariza Gianinni
--------------------------------------------------------------------------------
           BANCO NACIONAL DE DESENVOLVIMENTO ECONOMICO E SOCIAL- BNDES
           -----------------------------------------------------------




By the BENEFICIARY:
-------------------

/s/ Sergio Pereira Pires
/s/ Antonio Soares Diniz
--------------------------------------------------------------------------------
                     ESPIRITO SANTO CENTRAIS ELETRICAS S.A.




By the INTERVENING PARTIES:

/s/ Jose Mario Miranda Abdo
/s/ Jaconias de Aguiar
--------------------------------------------------------------------------------
                  AGENCIA NACIONAL DE ENERGIA ELETRICA - ANEEL
                  --------------------------------------------




--------------------------------------------------------------------------------
                BANESTES- BANCO DO ESTADO DO ESPIRITO SANTO S.A.




WITNESSES:
----------

        ---------------------------------      ---------------------------------