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                                                                     EXHIBIT 4.1

                                                     [EM&M Draft April 26, 2004]

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                       GOL LINHAS AEREAS INTELIGENTES S/A

                                       AND

                              THE BANK OF NEW YORK

                                                AS DEPOSITARY

                                       AND

                         OWNERS AND BENEFICIAL OWNERS OF

                          AMERICAN DEPOSITARY RECEIPTS

                                DEPOSIT AGREEMENT

                         DATED AS OF ____________, 2004



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                                TABLE OF CONTENTS

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   ARTICLE 1. DEFINITIONS..............................................................................          1

   SECTION 1.01.        American Depositary Shares......................................................         1

   SECTION 1.02.        Articles of Incorporation.......................................................         2

   SECTION 1.03.        Beneficial Owner................................................................         2

   SECTION 1.04.        Commission......................................................................         2

   SECTION 1.05.        Company.........................................................................         2

   SECTION 1.06.        Custodian.......................................................................         2

   SECTION 1.07.        Deliver; Surrender..............................................................         2

   SECTION 1.08.        Deposit Agreement...............................................................         3

   SECTION 1.09.        Depositary; Corporate Trust Office..............................................         3

   SECTION 1.10.        Deposited Securities............................................................         3

   SECTION 1.11.        Dollars.........................................................................         3

   SECTION 1.12.        Foreign Registrar...............................................................         3

   SECTION 1.13.        Owner...........................................................................         3

   SECTION 1.14.        Receipts........................................................................         4

   SECTION 1.15.        Registrar.......................................................................         4

   SECTION 1.16.        Restricted Securities...........................................................         4

   SECTION 1.17.        Securities Act of 1933..........................................................         4

   SECTION 1.18.        Shares..........................................................................         4


   ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER
           AND SURRENDER OF RECEIPTS....................................................................         5

   SECTION 2.01.        Form and Transferability of Receipts............................................         5

   SECTION 2.02.        Deposit of Shares...............................................................         5

   SECTION 2.03.        Execution and Delivery of Receipts..............................................         6

   SECTION 2.04.        Registration of Transfer of Receipts; Combination and Split-up of Receipts......         7

   SECTION 2.05.        Surrender of Receipts and Withdrawal of Shares..................................         7

   SECTION 2.06.        Limitations on Execution and Delivery, Transfer and Surrender of Receipts.......         8

   SECTION 2.07.        Lost Receipts, etc..............................................................        10

   SECTION 2.08.        Cancellation and Destruction of Surrendered Receipts............................        10

   SECTION 2.09.        Pre-Release of Receipts.........................................................        10

   SECTION 2.10.        Maintenance of Records..........................................................        11

   ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS...........................        11

   SECTION 3.01.        Filing Proofs, Certificates and Other Information...............................        11

   SECTION 3.02.        Liability of Owner or Beneficial Owner for Taxes................................        11

   SECTION 3.03.        Warranties on Deposit of Shares.................................................        12

   SECTION 3.04.        Disclosure to Brazilian Regulatory Authorities..................................        12
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   SECTION 3.05.        Ownership Restrictions..........................................................        12


   ARTICLE 4. THE DEPOSITED SECURITIES..................................................................        13

   SECTION 4.01.        Cash Distributions..............................................................        13

   SECTION 4.02.        Distributions Other Than Cash, Shares or Rights.................................        13

   SECTION 4.03.        Distributions in Shares.........................................................        14

   SECTION 4.04.        Rights..........................................................................        15

   SECTION 4.05.        Conversion of Foreign Currency..................................................        16

   SECTION 4.06.        Fixing of Record Date...........................................................        17

   SECTION 4.07.        Voting of Deposited Securities..................................................        18

   SECTION 4.08.        Changes Affecting Deposited Securities..........................................        19

   SECTION 4.09.        Reports.........................................................................        19

   SECTION 4.10.        Lists of Owners.................................................................        19

   SECTION 4.11.        Withholding.....................................................................        20


   ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY............................................        20

   SECTION 5.01.        Maintenance of Office and Transfer Books by the Depositary......................        20

   SECTION 5.02.        Prevention or Delay in Performance by the Depositary or the Company.............        21

   SECTION 5.03.        Obligations of the Depositary, the Custodian and the Company....................        21

   SECTION 5.04.        Resignation and Removal of the Depositary.......................................        22

   SECTION 5.05.        The Custodian...................................................................        23

   SECTION 5.06.        Notices and Reports.............................................................        24

   SECTION 5.07.        Distribution of Additional Shares, Rights, etc..................................        24

   SECTION 5.08.        Indemnification.................................................................        25

   SECTION 5.09.        Charges of Depositary...........................................................        26

   SECTION 5.10.        Retention of Depositary Documents...............................................        27

   SECTION 5.11.        Exclusivity.....................................................................        27

   SECTION 5.12.        List of Restricted Securities Owners............................................        27


   ARTICLE 6. AMENDMENT AND TERMINATION.................................................................        28

   SECTION 6.01.        Amendment.......................................................................        28

   SECTION 6.02.        Termination.....................................................................        28


   ARTICLE 7. MISCELLANEOUS.............................................................................        29

   SECTION 7.01.        Counterparts....................................................................        29

   SECTION 7.02.        No Third Party Beneficiaries....................................................        29

   SECTION 7.03.        Severability....................................................................        29

   SECTION 7.04.        Owners and Beneficial Owners as Parties;  Binding Effect........................        30

   SECTION 7.05.        Notices.........................................................................        30

   SECTION 7.06.        Submission to Jurisdiction; Appointment of Agent for Service of Process.........        31

   SECTION 7.07.        Waiver of Immunities............................................................        31

   SECTION 7.08.        Compliance With U.S. Securities Laws............................................        31
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   SECTION 7.09.        Governing Law...................................................................        32

   EXHIBIT A            Form of Receipt.................................................................
</TABLE>


                                      iii
<PAGE>
                                DEPOSIT AGREEMENT

            DEPOSIT AGREEMENT dated as of ____________, 2004 among GOL LINHAS
AEREAS INTELIGENTES S/A, a sociedade anonima organized under the laws of the
Federative Republic of Brazil (herein called the Company), THE BANK OF NEW YORK,
a New York banking corporation (herein called the Depositary), and all Owners
and Beneficial Owners from time to time of American Depositary Receipts issued
hereunder.

                              W I T N E S S E T H :

            WHEREAS, the Company desires to provide, as hereinafter set forth in
this Deposit Agreement, for the deposit of Shares 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 and the mutual
covenants contained in this Deposit Agreement, the parties hereby agree 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 the
0number of Shares specified in Exhibit A to this Deposit Agreement, 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 represent the amount of Shares or Deposited Securities
specified in such Sections.
<PAGE>
            SECTION 1.02. Articles of Incorporation.


            The term "Articles of Incorporation" shall mean the constitutive
documents (Estatuto Social) of the Company, as may be amended from time to time.

            SECTION 1.03. Beneficial Owner.

            The term "Beneficial Owner" shall mean each person owning from time
to time any beneficial interest in the American Depositary Shares evidenced by
any Receipt. A Beneficial Owner of American Depositary Shares may or may not be
the Owner of the Receipt evidencing those American Depositary Shares.

            SECTION 1.04. 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 1.05. Company.

            The term "Company" shall mean Gol Linhas Aereas Inteligentes S/A, a
sociedade anonima organized under the laws of the Federative Republic of Brazil,
and its successors.

            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, or other firm or corporation which may hereafter be appointed
by the Depositary pursuant to the terms of Section 5.05, as substitute custodian
hereunder.

            SECTION 1.07. Deliver; Surrender.

            (a) The term "deliver", or its noun form, when used with respect to
Shares shall mean (i) one or more book-entry transfers to an account or accounts
maintained with a depository institution authorized under applicable law to
effect book-entry transfers of such securities or (ii) the physical transfer of
certificates representing Shares.

            (b) The term "deliver", or its noun form, when used with respect to
Receipts, shall mean (i) one or more book-entry transfers of American Depositary
Shares to an account or accounts at The Depository Trust Company ("DTC")
designated by the person entitled to such delivery or (ii) if requested by the
person entitled to such delivery, to delivery at the Corporate Trust Office of
the Depositary of one or more Receipts.


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            (c) The term "surrender", when used with respect to Receipts, shall
mean (i) one or more book-entry transfers of American Depositary Shares to the
DTC account of the Depositary or (ii) surrender to the Depositary at its
Corporate Trust Office of one or more Receipts.

            SECTION 1.08. Deposit Agreement.

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

            SECTION 1.09. 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.

            SECTION 1.10. 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 1.11. Dollars.

            The term "Dollars" shall mean United States 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 or any successor as registrar
for the Shares and any other appointed agent of the Company for the transfer and
registration of Shares.

            SECTION 1.13. Owner.

            The term "Owner" shall mean the person in whose name a Receipt is
registered on the books of the Depositary (or the Registrar, if any) maintained
for such purpose.


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            SECTION 1.14. Receipts.

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

            SECTION 1.15. 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.

            SECTION 1.16. Restricted Securities.

            The term "Restricted Securities" shall mean Shares, or Receipts
representing such Shares, which are acquired directly or indirectly from the
Company, or any affiliate (as defined in Rule 144 to the Securities Act of 1933)
of the Company, in a transaction or chain of transactions not involving any
public offering, or which are held by an officer, director (or persons
performing similar functions) or other affiliate of the Company, or which would
require registration under the Securities Act of 1933 in connection with the
public offer and sale thereof in the United States, or which are subject to
other restrictions on sale or deposit under the laws of the United States or
Brazil, or under a shareholder agreement or the Articles of Incorporation of the
Company.

            SECTION 1.17. 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 1.18. Shares.

            The term "Shares" shall mean non-voting preferred shares in
registered form of the Company, without par value, heretofore validly issued and
outstanding and fully paid, nonassessable and that were not issued in violation
of any pre-emptive or similar rights of the holders of outstanding Shares or
hereafter validly issued and outstanding and fully paid, nonassessable and that
are not issued in violation of any pre-emptive or similar rights of the holders
of outstanding Shares or interim certificates representing such Shares;
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 of the Company, the term "Shares" shall thereafter also mean the
successor securities resulting from such change in nominal value, split-up or
consolidation or such other reclassification or such exchange or conversion.


                                     - 4 -
<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 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, upon the request or with the prior consent of the
Company, 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 proper instruments of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument under the laws of New York; provided, however, that
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.

            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
Custodian hereunder, accompanied by any appropriate instrument or instruments of
transfer, or endorsement, in form satisfactory to the Custodian, together with
all such


                                     - 5 -
<PAGE>
certifications as may be required 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 satisfactory to the Depositary that any necessary
approval has been granted by any governmental body in the Federative Republic of
Brazil that 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 Company 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 for Shares to be deposited, together with the other instruments
herein specified, for the purpose of forwarding such Share certificates to the
Custodian for deposit hereunder.

            Upon each delivery to the Custodian of a certificate or certificates
for 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 to the Company 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 at the cost and expense of the person making such deposit (or for
whole benefit such deposit is made).

            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.

            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 Company or the
Foreign Registrar, if applicable, are open, the Depositary may in its sole
discretion require a proper acknowledgment or other evidence from the Company
that any Deposited Securities have been recorded upon the books of the Company
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


                                     - 6 -
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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 entitled thereto, 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 and
expenses 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. Registration of Transfer of Receipts; Combination and
Split-up of Receipts.

            The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall 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 proper 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 or of Brazil. Thereupon the Depositary
shall execute a new Receipt or Receipts and deliver the same to or upon the
order of the person entitled thereto.

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

            The Depositary may, upon at least 20 days' prior written notice to
the Company, 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. 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. The Depositary
shall require that each co-transfer agent it appoints under this Section 2.04
give written notice to the Depositary accepting such appointment and agreeing to
abide by the applicable terms of this Deposit Agreement.

            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


                                     - 7 -
<PAGE>
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 and any provisions of the Deposited
Securities and other applicable laws, the Owner of such Receipt shall be
entitled to delivery, to him or upon his order, of the amount of Deposited
Securities at the time represented by the American Depositary Shares evidenced
by such Receipt. Delivery of such Deposited Securities may be made by the
delivery of (a) certificates for Shares in the name of such Owner or as ordered
by him or certificates properly endorsed or accompanied by proper instruments of
transfer to such Owner or as ordered by him 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 proper 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, without unreasonable delay, direct the Custodian to deliver at
the office of such 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 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 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, Custodian or Registrar may require
payment from


                                     - 8 -
<PAGE>
the depositor of Shares or the presenter 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, charge or fee
with respect to 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 any laws or governmental regulations in Brazil or the United
States relating to the execution and delivery of Receipts or Shares or to the
withdrawal of Deposited Securities and the provisions of this Deposit Agreement,
including, without limitation, this Section 2.06.

            The delivery of Receipts against deposit of Shares generally or
against deposit of particular Shares may be suspended, or the registration of
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 are closed, or
if any such action is deemed necessary or advisable by the Depositary or the
Company, in good faith, 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 the provisions of the following sentence. Notwithstanding anything to the
contrary in this Deposit Agreement, the surrender of outstanding Receipts and
withdrawal of Deposited Securities may not be suspended subject only (as
permitted in General Instruction I.A.(1) to Form F-6 under the Securities Act of
1933) to (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, (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities or (iv) any other reason that may at the time be specified
in paragraph I(A)(1) of the General Instructions to Form F-6, as then in effect,
or any successor provision thereto.

            Without limitation of the foregoing, the Depositary shall not
knowingly accept for deposit under this Deposit Agreement any Shares which would
be required to be registered under the provisions of the Securities Act of 1933
for the public offer and sale thereof in the United States unless a registration
statement is in effect as to such Shares for such offer and sale. The Depositary
will comply with written instructions of the Company that the Depositary will
not accept for deposit hereunder any Shares identified in such instructions at
such times and under such circumstances as may be reasonably specified in such
instructions in order to facilitate the Company's compliance with United States
or Brazilian securities laws.


                                     - 9 -
<PAGE>
            SECTION 2.07. Lost Receipts, etc.

            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 written 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 or the Company.

            SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.

            All Receipts surrendered to the Depositary shall be canceled by the
Depositary. The Depositary is authorized to destroy Receipts so canceled,
provided the Depositary maintains a record of destroyed Receipts. The Depositary
shall make the record of cancelled and destroyed Receipts available to the
Company upon its reasonable written request.

            SECTION 2.09. Pre-Release of Receipts.

            Notwithstanding Section 2.03 hereof, the Depositary may execute and
deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (a
"Pre-Release"). The Depositary may, pursuant to Section 2.05, deliver Shares
upon the receipt and cancellation of Receipts which have been Pre-Released,
whether or not such cancellation is prior to the termination of such Pre-Release
or the Depositary knows that such Receipt has been Pre-Released. The Depositary
may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each
Pre-Release 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 number of Shares
represented by American Depositary Shares which are outstanding at any time as a
result of Pre-Release will not normally exceed thirty percent (30%) of the
Shares deposited hereunder; provided, however, that the Depositary reserves the
right to change or disregard such limit from time to time as it deems
appropriate.

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


                                     - 10 -
<PAGE>
            SECTION 2.10. Maintenance of Records.

            The Depositary agrees to maintain or cause its agents to maintain
records of all Receipts surrendered and Deposited Securities withdrawn under
Section 2.05, substitute Receipts delivered under Section 2.07, and of cancelled
or destroyed Receipts under Section 2.08, consistent with procedures ordinarily
followed by stock transfer agents located in New York City or as required by the
laws or regulations governing the Depositary.

ARTICLE 3. CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS

            SECTION 3.01. Filing Proofs, Certificates and Other Information.

            Any person presenting Shares for deposit or any Owner or Beneficial
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, 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 may deem
necessary or proper or as the Company may reasonably require by written request
to the Depositary consistent with its obligations under this Deposit Agreement.
The Depositary may, and at the reasonable written request of the Company shall,
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. The Depositary shall, upon the Company's
written request, as promptly as practical, provide to the Company copies of any
such written proof or information that it receives, unless that disclosure is
prohibited by applicable law. The Company may from time to time request Owners
to provide information as to the capacity in which such Owners hold Receipts and
regarding the identity of any other persons then interested in such Receipts and
the nature of such interest. Each Owner agrees to provide any information
reasonably requested by the Company or the Depositary pursuant to this Section
3.01.

            SECTION 3.02. Liability of Owner or Beneficial Owner for Taxes.

            If any tax or other governmental charge shall become payable by the
Custodian or the Depositary 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 or Beneficial 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 or
Beneficial Owner thereof any part or all of the Deposited


                                     - 11 -
<PAGE>
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
or Beneficial 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 (i) such Shares and each
certificate therefor are validly issued, fully paid, nonassessable and were not
issued in violation of any preemptive or similar rights of the holders of
outstanding Shares, (ii) such Shares are free and clear of any lien,
encumbrance, security interest, charge, mortgage or adverse claim and (iii) the
person making such deposit is duly authorized so to do. Every such person shall
also be deemed to represent that such Shares are not, and American Depositary
Shares representing such Shares would not be, Restricted Securities. Such
representations and warranties shall survive the deposit of Shares and delivery
of Receipts. If any such representations and warranties are false in any way,
the Company and the Depositary shall be authorized, at the cost and expense of
the person depositing Shares, to take any and all actions necessary to correct
the consequences thereof.

            SECTION 3.04. Disclosure to Brazilian Regulatory Authorities.

            Each of the Depositary and the Company hereby confirms to the other
that for so long as this Deposit Agreement is in effect it shall furnish to the
Brazilian National Securities Commission (Comissao de Valores Mobiliarios) and
the Brazilian Central Bank (Banco Central do Brazil), at any time and within the
period that may be determined, any information and documents related to the
American Depositary Receipt 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 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 this 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 on account of
such termination or such determination. The effect of any such termination of
this Deposit Agreement shall be as provided in Section 6.02.

            SECTION 3.05. Ownership Restrictions.


            Owners and Beneficial Owners shall comply with any limitations on
ownership of Shares under the Articles of Incorporation or applicable Brazilian
law as if they held the number of Shares their American Depositary Shares
represent. However,


                                     - 12 -
<PAGE>
the Company represents that, as of the date of this Deposit Agreement, there are
no limitations on ownership of Shares under the Articles of Incorporation or
Brazilian law. If the Articles of Association or applicable Brazilian law are
changed (i) to require disclosure to the Company of beneficial or other
ownership of Deposited Securities or other securities or to limit ownership of
those securities or (ii) to provide for blocking of transfer, voting or other
rights to enforce disclosure or ownership limitations referred to in clause (i),
the Depositary shall use its reasonable efforts to comply with the Company's
written instructions as to Receipts in respect of any such enforcement or
limitation or blocking of rights, and Owners and Beneficial Owners shall comply
with all such disclosure requirements and ownership limitations and shall
cooperate with the Depositary's compliance with such instructions and are deemed
by holding Receipts or any interest in them to consent to any such limitation or
blocking of rights.

ARTICLE 4. THE DEPOSITED SECURITIES

            SECTION 4.01. Cash Distributions.

            Whenever the Depositary shall receive any cash dividend or other
cash distribution on any Deposited Securities, the Depositary shall, subject to
the provisions of Section 4.05, convert such dividend or distribution into
Dollars and shall distribute the amount thus received (net of the fees and
expenses of the Depositary as provided in Section 5.09) 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 Company 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, 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 Company or its agent will
remit to the appropriate governmental agency in the Federative Republic of
Brazil all amounts withheld and owing to such agency. The Depositary will
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, and the Depositary or the Company
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 Sections 4.11 and 5.09, whenever the
Depositary shall receive any distribution other than a distribution described in
Section 4.01, 4.03 or 4.04, the Depositary shall cause the securities or
property received by it to be distributed to the Owners entitled thereto, after
deduction or upon payment of any fees and expenses of the Depositary or any
taxes or other governmental charges, in


                                     - 13 -
<PAGE>
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 reasonable 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 Company 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
Beneficial Owners) the Depositary deems such distribution not to be feasible,
the Depositary may, after consultation with the Company, 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 and expenses of the Depositary as provided in
Section 5.09) shall be distributed by the Depositary to the Owners entitled
thereto, all in the manner and subject to the conditions set forth in Section
4.01. The Depositary may withhold any distribution of securities under this
Section 4.02 if it has not received satisfactory assurances from the Company
that the distribution does not require registration under the Securities Act of
1933.

            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 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 Depositary Shares representing the amount of Shares received as such
dividend or free distribution, subject to the terms and conditions of this
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 and expenses of the Depositary as provided in Section 5.09. The
Depositary may withhold any such distribution of Receipts if it has not received
satisfactory assurances from the Company that such distribution does not require
registration under the Securities Act of 1933. In lieu of delivering Receipts
for fractional American Depositary Shares in any such case, the Depositary sell
the amount of Shares represented by the aggregate of such fractions and
distribute the net proceeds, if any, 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.
Notwithstanding the foregoing, in the event that the Depositary determines that
a distribution in Shares may not be legally made to some or all Owners, the
Depositary may sell such Shares and shall remit the proceeds thereof, if any, to
the Owners entitled thereto as in the case of a distribution in cash.


                                     - 14 -
<PAGE>

                  SECTION 4.04 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 shall, after
consultation with the Company, 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. If the Company notifies the
Depositary that such rights may only be offered to Owners subject to specified
conditions required to be met in order to comply with any ownership restrictions
relating to the Shares underlying such rights, the Depositary shall not make
such rights available to Owners except in accordance with reasonable written
instructions received from the Company relating to those conditions. If at the
time of the offering of any rights the Depositary determines in its discretion
that it is lawful and feasible to make such rights available to all or certain
Owners but not to other Owners, the Depositary 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.

                  In circumstances in which rights would otherwise not be
distributed, 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 reasonably required under applicable law.

                  If the Depositary has distributed warrants or other
instruments for rights to purchase Shares to all or certain Owners, then upon
instruction from such an Owner 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 and expenses of the Depositary and any other charges 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 this Deposit Agreement,
and shall, pursuant to Section 2.03 of this Deposit Agreement, execute and
deliver Receipts to such Owner; provided, however, that in the case of a
distribution pursuant to the second



                                     - 15 -
<PAGE>

paragraph of this Section, such deposit shall be made, and depositary shares
shall be delivered, under depositary arrangements which provide for issuance of
depositary receipts subject to the appropriate restrictions on sale, deposit,
cancellation, and transfer under applicable United States laws.

                  If the Depositary determines in its discretion that it is not
lawful and feasible to make such rights available to all or 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 and expenses 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.

                  Except as otherwise provided in the third preceding paragraph,
the Depositary will not offer rights to Owners unless both the rights and the
securities to which such rights relate are either exempt from registration under
the Securities Act of 1933 with respect to a distribution to all Owners or are
registered under the provisions of such Act. Nothing in this Deposit Agreement
shall create any obligation on the part of the Company to file a registration
statement with respect to such rights or underlying securities or to endeavor to
have such a registration statement declared effective. If an Owner of Receipts
requests the distribution of warrants or other instruments, notwithstanding that
there has been no such registration under such Act, the Depositary shall not
effect such distribution unless it has received an opinion from recognized
counsel in the United States for the Company upon which the Depositary may rely
that such distribution to such Owner is exempt from such registration.

                  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, provided the Depositary has not
acted in bad faith.

                  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, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars
transferred to the United States, the Depositary shall convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed to the Owners
entitled thereto or, if the Depositary shall have distributed any warrants or
other instruments which entitle the holders thereof to such Dollars, then to the
holders of such



                                     - 16 -
<PAGE>

warrants or instruments upon surrender thereof for cancellation. Such
distribution 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.

                  If such conversion or distribution can be effected only with
the approval or license of any government or agency thereof, the Depositary
shall file such application for approval or license, if any, as it may deem
desirable.

                  If at any time the Depositary shall determine that in its
judgment any foreign currency received by the Depositary or the Custodian is not
convertible on a reasonable basis 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 reasonable opinion of the
Depositary is not obtainable, or if any such approval or license is not obtained
within a reasonable period as determined by the Depositary, the Depositary may
distribute the foreign currency (or an appropriate document evidencing the right
to receive such foreign currency) received by the Depositary to, or in its
discretion may hold such foreign currency uninvested and without liability for
interest thereon for the respective accounts of, the Owners entitled to receive
the same.

                  If any such conversion of foreign currency, in whole or in
part, cannot be effected for distribution to some of the Owners entitled
thereto, the Depositary may in its discretion make such conversion and
distribution in Dollars to the extent permissible to the Owners entitled thereto
and may distribute the balance of the foreign currency received by the
Depositary to, or hold such balance uninvested and without liability for
interest thereon for the respective accounts of, the Owners entitled thereto.

                  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 the
Depositary shall receive notice of any meeting of holders of Shares or other
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 find it necessary or convenient, the Depositary
shall fix a record date (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 (iii) responsible for any fee or charges
assessed by the Depositary pursuant to this Deposit Agreement, or (b) on or
after which each American Depositary Share will represent the changed number of
Shares. The Depositary shall establish the record date for the American
Depositary Shares as the same date as, or as near as practicable to, the record
date (if any) applicable to the Deposited Securities.



                                     - 17 -
<PAGE>

Subject to the provisions of Sections 4.01 through 4.05, 4.07 and 4.08 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 Depositary Shares held by them respectively, to give
voting instructions or to act in respect of any other such matter.

                  SECTION 4.07 Voting of Deposited Securities.

                  The parties acknowledge that, as of the date of this Deposit
Agreement, the holders of Shares do not have any voting rights except in certain
circumstances as provided under Brazilian corporate law and the Company's
by-laws. If the holders of Shares acquire voting rights on the occurrence of
circumstances referred to in the last sentence or the terms of Shares are
amended to give voting rights to holders of Shares generally, then, upon receipt
from the Company of notice of any meeting or solicitation of proxies or consents
of holders of Shares or other Deposited Securities, the Depositary shall, if
requested in writing by the Company, as soon as practicable thereafter, mail to
the Owners a notice, the form of which notice shall be in the sole 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 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
Articles of Incorporation, 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.

                  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 Articles of
Incorporation 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 the
instructions set forth in such request. The Depositary shall not vote or attempt
to exercise the right to vote that attaches to such Shares or other Deposited
Securities other than in accordance with such instructions or as provided in the
following paragraph.

                  If (i) the Company made a request to the Depositary as
contemplated by the first sentence of this Section 4.07 and complied with the
following paragraph of this Section 4.07 and (ii) no instructions are received
by the Depositary from an Owner with respect to the Deposited Securities
represented by the American Depositary Shares evidenced by such Owner's Receipts
on or before the date established by the Depositary for such purpose, the
Depositary shall deem such Owner to have instructed the Depositary to give a
discretionary proxy to a person designated by the Board of Directors



                                     - 18 -
<PAGE>

of the Company with respect to such Deposited Securities and the Depositary
shall give a discretionary proxy to a person designated by the Board of
Directors of the Company to vote such Deposited Securities; provided, however,
that no such instruction shall be deemed given and no such discretionary proxy
shall be given with respect to any matter as to which the Board of Directors of
the Company informs the Depositary (and the Company agrees to provide such
information as promptly as practicable in writing, if applicable) that (x) the
Company does not wish such proxy given, (y) substantial opposition exists or (z)
such matter materially and adversely affects the rights of holders of Shares.

                  In order to give Owners a reasonable opportunity to instruct
the Depositary as to the exercise of voting rights relating to Deposited
Securities, the Company shall give the Depositary notice of any such meeting not
less than 30 days prior to the meeting date.

                  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 Company or to which it is a party, any securities which shall be
received by the Depositary or a 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, in addition to the existing Deposited Securities, the right to
receive 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, with notice to the Company, 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 Company which are both (a) received
by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of such Deposited Securities by the Company.
The Depositary shall also send to the Owners copies of such reports when
furnished by the Company pursuant to Section 5.06. Any such reports and
communications, including any such proxy soliciting material, furnished to the
Depositary by the Company shall be furnished in English, to the extent such
materials are required to be translated into English pursuant to any regulations
of the Commission.


                                     - 19 -
<PAGE>


                  SECTION 4.10 Lists of Owners.

                  Promptly upon request by the Company, the Depositary shall, at
the expense of the Company, furnish to it a list, as of a recent 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, after consultation with the Company
to the extent practical, 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 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.

ARTICLE 5 THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

                  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.

                  The Depositary shall keep books, at its Corporate Trust
Office, 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 Company or a
matter related to this Deposit Agreement or the Receipts. The Company shall have
the right at all reasonable times to (i) inspect transfer and registration
records of the Depositary or its agent and take copies thereof and (ii) require
the Depositary or its agent, the Registrar and any co-transfer agents or
co-registrars to supply promptly copies of such portions of such records as the
Company may reasonably request.

                  The Depositary may, with notice to the Company if other than
in the ordinary course or business, close the transfer books, at any time or
from time to time,



                                     - 20 -
<PAGE>

when deemed expedient by it in connection with the performance of its duties
hereunder or at the reasonable written request of the Company or if the
suspension of the registration of transfer is deemed necessary or advisable by
the Depositary or the Company, i good faith, at any time or from time to time
because of any requirement of law or of any government or governmental body or
commission.

                  If any Receipts or the American Depositary Shares evidenced
thereby are listed on one or more stock exchanges in the United States, the
Depositary shall act as Registrar or, upon at least 20 days' prior notice to the
Company, appoint a Registrar or one or more co-registrars for registry of such
Receipts in accordance with any requirements of such exchange or exchanges. The
Depositary may, upon at least 20 days' prior notice to the Company, remove any
such Registrar or co-registrar and appoint a substitute or substitutes.

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

                  Neither the Depositary nor the Company nor any of their
respective directors, employees, agents or affiliates shall incur any liability
to any Owner or Beneficial Owner if, by reason of any provision of any present
or future law or regulation of the United States or any other country, or of any
governmental or regulatory authority or stock exchange, or by reason of any
provision, present or future, of the Articles of Incorporation, 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
terrorism or other circumstances beyond its control, the Depositary or the
Company 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 or Deposited Securities it is
provided shall be done or performed; nor shall the Depositary or the Company or
any of their respective directors, employees, agents or affiliates incur any
liability to any Owner or Beneficial Owner of any Receipt by reason of any
nonperformance 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 Section 4.01, 4.02, or 4.03, or an offering or
distribution pursuant to Section 4.04, 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 Company.

                  Each of the Company and its directors, officers, employees,
agents and affiliates, assumes no obligation nor shall it be subject to any
liability under this Deposit



                                     - 21 -
<PAGE>

Agreement to Owners or Beneficial Owners, except that the Company agrees to
perform its obligations specifically set forth in this Deposit Agreement without
negligence or bad faith.

                  Each of the Depositary and its directors, officers, employees,
agents affiliates assumes no obligation nor shall it be subject to any liability
under this Deposit Agreement to any Owner or Beneficial Owner (including,
without limitation, liability with respect to the validity or worth of the
Deposited Securities), except that the Depositary agrees to perform its
obligations specifically set forth in this Deposit Agreement without negligence
or bad faith.

                  Neither the Depositary nor the Company nor any of their
respective directors, employees, agents or affiliates shall be under any
obligation to appear in or prosecute any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts on behalf of
any Owner, Beneficial Owner or other person, 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 nor any of their
respective directors, employees, agents or affiliates 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.

                  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.

                  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 by written
notice of its election so to do delivered to the Company, such resignation to
take effect upon the appointment of a successor depositary and its acceptance of
such appointment as



                                     - 22 -
<PAGE>

hereinafter provided and the receipt of any required approvals of the Brazilian
National Securities Commission.

                  The Depositary may at any time be removed by the Company by 60
days' prior written notice of such removal, to become effective upon the later
of (i) the 60th day after delivery of the notice to the Depositary or (ii) the
appointment of a successor depositary and its acceptance of such appointment as
hereinafter provided and the receipt of any required approvals of the Brazilian
National Securities Commission.

                  In case at any time the Depositary acting hereunder 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.

                  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.

                  The Custodian 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
notice of such resignation delivered to the Depositary at least 30 days prior to
the date on which such resignation is to become effective. The Depositary, in
consultation with the Company, shall, as promptly as practicable after receiving
notice of the resignation of the Custodian, appoint a substitute custodian,
which shall thereafter be the Custodian hereunder. 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, subject to the receipt of any required approvals of the
Brazilian National Securities Commission. Upon demand of the Depositary, the
Custodian shall deliver such of the Deposited Securities held by it as are
requested of it to such substitute custodian. A substitute custodian shall
deliver to the Depositary, forthwith upon its appointment, an acceptance of such
appointment satisfactory in form and substance to the Depositary.



                                     - 23 -
<PAGE>

                  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 Company 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 Company agrees to transmit to the Depositary and the
Custodian a copy of the notice thereof in English but otherwise in the form
given or to be given to holders of Shares or other Deposited Securities.

                  The Company will arrange for the translation into English, if
not already in English, to the extent required pursuant to any regulations of
the Commission, and the prompt transmittal by the Company to the Depositary and
the Custodian of such notices and any other reports and communications which are
made generally available by the Company to holders of its Shares. If requested
in writing by the Company, the Depositary will arrange for the mailing, at the
Company's expense, of copies of such notices, reports and communications to all
Owners. The Company 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.

                  The Company has delivered to the Depositary and the Custodian
a copy (in English or with an English translation) of all provisions of or
governing the Shares and any other Deposited Securities. Promptly upon any
change in such provisions, the Company shall deliver promptly to the Depositary
and the Custodian a copy (in English or with an English translation) of such
provisions as so changed. The Depositary and its agents may rely on the copy of
such provisions as so delivered for all purposes of this Deposit Agreement.

                  SECTION 5.07 Distribution of Additional Shares, Rights, etc.

                  If the Company or any affiliate of the Company determines to
make any issuance or distribution of (1) additional Shares, (2) rights to
subscribe for Shares,



                                     - 24 -
<PAGE>

(3) securities convertible into Shares, or (4) rights to subscribe for such
securities (each a "Distribution"), the Company shall notify the Depositary in
writing in English as promptly as practicable and in any event before the
Distribution starts and, if requested in writing by the Depositary, the Company
shall promptly furnish to the Depositary a written opinion from U.S. counsel for
the Company that is reasonably satisfactory to the Depositary, stating whether
or not the Distribution requires, or, if made in the United States, would
require, registration under the Securities Act of 1933. If, in the opinion of
that counsel, the Distribution requires, or, if made in the United States, would
require, registration under the Securities Act of 1933, that counsel shall
furnish to the Depositary a written opinion as to whether or not there is a
registration statement under the Securities Act of 1933 in effect that will
cover that Distribution.

                  The Company agrees with the Depositary that neither the
Company nor any company controlled by, controlling or under common control with
the Company will at any time deposit any Shares, either originally issued or
previously issued and reacquired by the Company or any such affiliate, unless a
Registration Statement is in effect as to such Shares under the Securities Act
of 1933 or the Company furnishes the Depositary with an opinion of U.S. counsel
for the Company that is reasonably satisfactory to the Depositary to the effect
that upon deposit the Shares will be eligible for public resale in the United
States without further registration of the Shares under the Securities Act of
1933.

                  SECTION 5.08 Indemnification.

                  The Company agrees to indemnify the Depositary, its directors,
employees, agents and affiliates and any Custodian against, and hold each of
them harmless from, any liability or expense (including, but not limited to, the
fees and expenses of counsel) which may arise out of (a) any registration with
the Commission of American Depositary Shares or Deposited Securities or the
offer or sale thereof in the United States or (b) acts performed or omitted,
pursuant to 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 a Custodian or their respective directors, employees, agents
and affiliates, except for any liability or expense arising out of the
negligence or bad faith of either of them, or (ii) by the Company or any of its
directors, employees, agents and affiliates.

                  The Depositary agrees to indemnify the Company, its directors,
employees, agents and affiliates and hold them harmless from any liability or
expense which may arise out of acts performed or omitted by the Depositary or
its Custodian or their respective directors, employees, agents and affiliates
due to their negligence or bad faith.

                  If an action, proceeding (including, but not limited to, any
governmental investigation, claim or dispute (collectively, a "Proceeding") in
respect of which indemnity may be sought by either party is brought or asserted
against the other party, the



                                     - 25 -
<PAGE>

party seeking indemnification (the "Indemnitee") shall promptly (and in no event
more than ten (10) days after receipt of notice of such Proceeding) notify the
party obligated to provide such indemnification (the "Indemnitor") of such
Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not
impair the Indemnitee's ability to seek indemnification from the Indemnitor (but
only for costs, expenses and liabilities incurred after such notice) unless such
failure adversely effects the Indemnitor's ability to adequately oppose or
defend such Proceeding. Upon receipt of such notice from the Indemnitee, the
Indemnitor shall be entitled to participate in such Proceeding and, to the
extent that it shall so desire and provided no conflict of interest exists as
specified in subparagraph (b) below or there are no other defenses available to
the Indemnitee as specified in subparagraph (d) below, to assume the defense
thereof with counsel reasonably satisfactory to the Indemnitee (in which case
all attorney's fees and expenses shall be borne by the Indemnitor and the
Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have
the right to employ separate counsel in any such Proceeding and to participate
in the defense thereof, but the fees and expenses of such counsel shall be borne
by the Indemnitee unless (a) the Indemnitor agrees in writing to pay such fees
and expenses, (b) the Indemnitee shall have reasonably and in good faith
concluded that there is a conflict of interest between the Indemnitor and the
Indemnitee in the conduct of the defense of such action, (c) the Indemnitor
fails, within ten (10) days prior to the date the first response or appearance
is required to be made in such Proceeding, to assume the defense of such
Proceeding with counsel reasonably satisfactory to the Indemnitee or (d) there
are legal defenses available to Indemnitee that are different from or in
addition to those available to the Indemnitor. No compromise or settlement of
such Proceeding may be effected by either party without the other party's
consent unless (i) there is no finding or admission of any violation of law and
no effect on any other claims that may be made against such other party and (ii)
the sole relief provided is monetary damages that are paid in full by the party
seeking the settlement. Neither party shall have any liability with respect to
any compromise or settlement effected without its consent, which shall not be
unreasonably withheld. The Indemnitor shall have no obligation to indemnify and
hold harmless the Indemnitee from any loss, expense or liability incurred by the
Indemnitee as a result of a default judgment entered against the Indemnitee
unless such judgment was entered after the Indemnitor agreed, in writing, to
assume the defense of such Proceeding.

                  SECTION 5.09 Charges of Depositary.

                  The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges 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.


                                     - 26 -
<PAGE>


                  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) or by Owners, as applicable: (1) taxes and other
governmental charges, (2) 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, (3) such cable,
telex and facsimile transmission expenses as are expressly provided in this
Deposit Agreement, (4) such expenses as are incurred by the Depositary in the
conversion of foreign currency pursuant to Section 4.05, (5) a fee of $5.00 or
less per 100 American Depositary Shares (or portion thereof) for the execution
and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 and the
surrender of Receipts pursuant to Section 2.05 or 6.02, (6) (to the extent not
prohibited by the rules of any stock exchange on which the American Depositary
Shares are listed for trading) a fee of $.02 or less per American Depositary
Share (or portion thereof) for any cash distribution made pursuant to this
Deposit Agreement, including, but not limited to Sections 4.01 through 4.04, (7)
a fee for the distribution of securities pursuant to Section 4.02, such fee
being in an amount equal to the fee for the execution and delivery of American
Depositary Shares referred to above which would have been charged as a result of
the deposit of such securities (for purposes of this clause 7 treating all such
securities as if they were Shares) but which securities are instead distributed
by the Depositary to Owners, (8) a fee of $.02 or less per American Depositary
Share (or portion thereof) for depositary services, which will accrue on the
last day of each calendar year and will be payable as provided in clause 9
below; provided, however, that no fee will be assessed under this clause 8 if a
fee was charged pursuant to clause 6 above during that calendar year and (9) any
other charges payable by the Depositary, any of the Depositary's agents,
including the Custodian, or the agents of the Depositary's agents in connection
with the servicing of Shares or other Deposited Securities (which charge shall
be assessed against Owners as of the date or dates set by the Depositary in
accordance with Section 4.06 and shall be collected at the sole discretion of
the Depositary by billing such Owners for such charge or by deducing such charge
from one or more cash dividends or other cash distributions).

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

                  SECTION 5.10 Retention of Depositary Documents.

                  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 Company reasonably requests that such papers be retained for a longer
period.


                                     - 27 -
<PAGE>

            SECTION 5.11. Exclusivity.

            The Company agrees not to appoint any other depositary in the United
States for issuance of American or global depositary receipts so long as The
Bank of New York is acting as Depositary hereunder.

            SECTION 5.12. List of Restricted Securities Owners.

            The Company shall provide to the Depositary a list setting forth, to
the actual knowledge of the Company, those persons or entities who beneficially
own Restricted Securities as of the date hereof and the Company shall update
that list as changes occur. The Company agrees to advise in writing each of the
persons or entities so listed that such Restricted Securities, so long as they
remain such, are ineligible for deposit hereunder. The Depositary may rely on
the list provided under this Section 5.12, as most recently updated, but shall
not be liable for any action or omission made in reliance thereon.

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 Company and the Depositary without the consent of Owners or Beneficial
Owners 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, registration fees, cable, telex or facsimile transmission
costs, delivery costs or other such expenses), or which shall otherwise
prejudice any substantial existing right of Owners, shall, however, not become
effective as to outstanding Receipts until the expiration of 30 days after
notice of such amendment shall have been given to the Owners of outstanding
Receipts. Every Owner and Beneficial Owner, at the time any amendment so becomes
effective, shall be deemed, by continuing to hold such Receipt or any interest
therein, to consent and agree to such amendment and to be bound by this 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 Company,
terminate this Deposit Agreement by mailing notice of 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 this
Deposit Agreement by mailing notice of termination to the Company and the Owners
of all Receipts then outstanding if



                                     - 28 -
<PAGE>
at least 60 days have passed since the Depositary delivered to the Company a
written notice of its election to resign and a successor depositary has not 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 rights and other
property 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
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 Company shall be discharged from all obligations under this
Deposit Agreement except for its obligations to the Depositary under Sections
5.08 and 5.09.

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 filed with the Depositary and the Custodians and
shall be open to inspection by any Owner or Beneficial Owner during business
hours.



                                     - 29 -
<PAGE>
            SECTION 7.02. No Third Party Beneficiaries.

            This Deposit Agreement is for the exclusive benefit of the parties
hereto and, except as otherwise expressly provided in this Deposit Agreement,
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.

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

            The Owners and Beneficial 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 or any interest
therein.

            SECTION 7.05. Notices.

            Any and all notices to be given to the Company 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 Gol Linhas Aereas
Inteligentes S/A., Av. Dr. Cardoso de Mello 1955, 13(0)Andar, Sao Paulo, SP
-4549-005, Brazil, Attention: Richard F. Lark, Jr., Facsimile No.: (55-11)
5033-4224, or any other place to which the Company may have transferred its
principal office with written notice to the Depositary, with a copy to Andre B.
Janszky, Shearman & Sterling LLP, Av. Brigadeiro Faria Lima, 3400, 17th Floor,
04538132 Sao Paulo, S.P., Brazil, Facsimile No.: (55-11) 3702-2224.

            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:
American Depositary Receipt Administration, or any other place to which the
Depositary may have transferred its Corporate Trust Office with written notice
to the Company.

            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.



                                     - 30 -
<PAGE>
            Delivery of a notice sent by mail or cable, telex or facsimile
transmission shall be deemed to be effective 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 deposited, postage prepaid, in a post-office
letter box. The Depositary or the Company 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. Submission to Jurisdiction; Appointment of Agent for
Service of Process.

            The Company hereby (i) irrevocably designates and appoints CT
Corporation System, 111 Eighth Avenue, New York, New York 10011, in the State of
New York, as the Company's authorized agent upon which process may be served in
any suit or proceeding arising out of or relating to the Shares or Deposited
Securities, the American Depositary Shares, the Receipts or this Deposit
Agreement, (ii) consents and submits to the jurisdiction of any state or federal
court in the State of New York in which any such suit or proceeding may be
instituted, and (iii) agrees that service of process upon said authorized agent
shall be deemed in every respect effective service of process upon the Company
in any such suit or proceeding. The Company agrees to deliver, upon the
execution and delivery of this Deposit Agreement, a written acceptance by such
agent of its appointment as such agent. The Company further agrees to take any
and all action, including the filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment in
full force and effect or to renew that designation and appointment as necessary,
for so long as any American Depositary Shares or Receipts remain outstanding or
this Agreement remains in force. In the event the Company fails to continue such
designation and appointment in full force and effect or to renew that
designation and appointment as necessary, the Company hereby waives personal
service of process upon it and consents that any such service of process may be
made by certified or registered mail, return receipt requested, directed to the
Company at its address last specified for notices hereunder, and service so made
shall be deemed completed five (5) days after the same shall have been so
mailed.

            SECTION 7.07. Waiver of Immunities.

            To the extent that the Company or any of its properties, assets or
revenues may have or may hereafter become entitled to, or have attributed to it,
any right of immunity, on the grounds of sovereignty or otherwise, from any
legal action, suit or proceeding, from the giving of any relief in any respect
thereof, from setoff or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, from attachment
in aid of execution or judgment, or from execution of judgment, or other legal
process or proceeding for the giving of any relief or for the enforcement of any
judgment, in any jurisdiction in which proceedings may at any time be commenced,
with respect to its obligations, liabilities or any other matter under

                                     - 31 -
<PAGE>
or arising out of or in connection with the Shares or Deposited Securities, the
American Depositary Shares, the Receipts or this Agreement, the Company, to the
fullest extent permitted by law, hereby irrevocably and unconditionally waives,
and agrees not to plead or claim, any such immunity and consents to such relief
and enforcement.

            SECTION 7.08. Compliance With U.S. Securities Laws.

            Notwithstanding anything in this Deposit Agreement to the contrary,
each of the Company and the Depositary will not exercise any rights it has under
this Deposit Agreement to prevent the withdrawal or delivery of the Deposited
Securities in a manner that 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.

            SECTION 7.09. 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.



                                     - 32 -
<PAGE>
            IN WITNESS WHEREOF, GOL LINHAS AEREAS INTELIGENTES S/A and THE BANK
OF NEW YORK have duly executed this Deposit Agreement as of the day and year
first set forth above and all Owners and Beneficial Owners shall become parties
hereto upon acceptance by them of Receipts issued in accordance with the terms
hereof or any interest therein.

                                         GOL LINHAS AEREAS INTELIGENTES S/A


                                         By:      ________________________
                                                  Name:
                                                  Title:


                                         By:      ________________________
                                                  Name:
                                                  Title:



                                         THE BANK OF NEW YORK,
                                           as Depositary

                                         By:      ________________________
                                                  Name:
                                                  Title:


                                     - 33 -
<PAGE>
                                                   EXHIBIT A

NO.

                             -----------------------------------------------
                             AMERICAN DEPOSITARY SHARES
                             (Each American Depositary Share represents ____
                             deposited Shares)


                              THE BANK OF NEW YORK
                           AMERICAN DEPOSITARY RECEIPT
                  FOR NON-VOTING PREFERRED SHARES, NO PAR VALUE

                                       OF

                       GOL LINHAS AEREAS INTELIGENTES S/A
       (INCORPORATED UNDER THE LAWS OF THE FEDERATIVE REPUBLIC OF BRAZIL)


            The Bank of New York, as depositary (herein called the Depositary),
hereby certifies that___________ ____________________________________________,
or registered assigns IS THE OWNER OF________________________________

                           AMERICAN DEPOSITARY SHARES

representing deposited non-voting preferred shares (herein called Shares) of GOL
LINHAS AEREAS INTELIGENTES S/A, incorporated under the laws of the Federative
Republic of Brazil (herein called the Company). At the date hereof, each
American Depositary Share represents ___ Shares deposited or subject to deposit
under the Deposit Agreement (as such term is hereinafter defined) at the
principal Sao Paulo office of Banco Itau, S.A (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

                                      A-1
<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 _____________, 2004, as the same may be
amended from time to time in accordance with its terms (the "Deposit
Agreement"), by and among the Company, the Depositary, and all Owners and
Beneficial Owners from time to time of Receipts issued thereunder, each of whom
by accepting a Receipt or any interest therein 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 Beneficial Owners 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 at the Corporate Trust Office of the Depositary of
this Receipt, and upon payment of the fee of the Depositary provided in this
Receipt, and subject to the terms and conditions of the Deposit Agreement and
any provisions of the Deposited Securities and other applicable laws, the Owner
hereof is entitled to delivery, to him or upon his order, of the Deposited
Securities at the time represented by the American Depositary Shares for which
this Receipt is issued. Delivery of such Deposited Securities may be made by the
delivery of (a) certificates for Shares in the name of the Owner hereof or as
ordered by him or certificates properly endorsed or accompanied by 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 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.

            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, upon surrender of this Receipt properly endorsed for
transfer or accompanied by
<PAGE>
proper instruments of transfer and funds sufficient to pay any applicable
transfer taxes and the 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 the Shares or the presenter 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 and
fee with respect to Shares being deposited or withdrawn) and payment of any
applicable fees as provided in 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 any laws or governmental regulations in Brazil or the United
States relating to the execution and delivery of Receipts or Shares or to the
withdrawal of Deposited Securities and the provisions of the Deposit Agreement
or this Receipt, including, without limitation, this Article 3.

            The delivery of Receipts against deposit of Shares generally or
against deposit of particular Shares may be suspended, or the registration of
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 are closed, or
if any such action is deemed necessary or advisable by the Depositary or the
Company, in good faith, 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 the provisions of the following sentence. Notwithstanding
anything to the contrary in the Deposit Agreement or this Receipt, the surrender
of outstanding Receipts and withdrawal of Deposited Securities may not be
suspended subject only (as permitted in General Instruction I.A.(1) to Form F-6
under the Securities Act of 1933) to (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, (iii) compliance with any
U.S. or foreign laws or governmental regulations relating to the Receipts or to
the withdrawal of the Deposited Securities 9r (iv) any other reason that may at
the time be specified in paragraph I(A)(1) of the General Instructions to Form
F-6, as then in effect, or any successor provision thereto. Without limitation
of the foregoing, the Depositary shall not knowingly accept for deposit under
the Deposit Agreement any Shares which would be required to be registered under
the provisions of the Securities Act of 1933 for the public offer and sale
thereof in the United States unless a registration statement is in effect as to
such Shares for such offer and sale. The Depositary will comply with written
instructions of the Company that the Depositary
<PAGE>
will not accept for deposit any Shares reasonably identified in such
instructions to facilitate the Company's compliance with United States or
Brazilian securities laws.

4. LIABILITY OF OWNER OR BENEFICIAL 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 or Beneficial 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 or Beneficial 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 or Beneficial
Owner hereof shall remain liable for any deficiency.

5. WARRANTIES ON DEPOSIT OF SHARES.

            Every person depositing Shares under the Deposit Agreement shall be
deemed thereby to represent and warrant that (i) such Shares and each
certificate therefor are validly issued, fully paid, non-assessable, and were
not issued in violation of any preemptive or similar rights of the holders of
outstanding Shares, (ii) such Shares are free and clear of any lien,
encumbrance, security interest, charge, mortgage or adverse claim and (iii) the
person making such deposit is duly authorized so to do. Every such person shall
also be deemed to represent that such Shares are not, and American Depositary
Shares representing such Shares would not be, Restricted Securities. Such
representations and warranties shall survive the deposit of Shares and delivery
of Receipts. If any such representations and warranties are false in any way,
the Company and the Depositary shall be authorized, at the cost and expense of
the person depositing Shares, to take any and all actions necessary to correct
the consequences thereof.

6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

            Any person presenting Shares for deposit or any Owner or Beneficial
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, 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 may deem
necessary or proper or as the Company may reasonably require by written request
to the Depositary consistent with its obligations under the Deposit Agreement.
The Depositary may, and at the reasonable written request of the Company shall,
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
<PAGE>
or such certificates are executed or such representations and warranties made.
The Company may from time to time request Owners to provide information as to
the capacity in which such Owners hold Receipts and regarding the identity of
any other persons then interested in such Receipts and the nature of such
interest. Each Owner agrees to provide any information reasonably requested by
the Company or the Depositary pursuant to this Section 3.01 of the Deposit
Agreement. No Share shall be accepted for deposit unless accompanied by evidence
satisfactory to the Depositary that any necessary approval has been granted by
any governmental body in the Federative Republic of Brazil that is then
performing the function of the regulation of currency exchange.

7. CHARGES OF DEPOSITARY.

            The Company agrees to pay the fees, reasonable expenses and
out-of-pocket charges 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), or by Owners, as applicable: (1) taxes
and other governmental charges, (2) 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 under the terms of the Deposit
Agreement, (3) such cable, telex and facsimile transmission expenses as are
expressly provided in the Deposit Agreement, (4) such expenses as are incurred
by the Depositary in the conversion of foreign currency pursuant to Section 4.05
of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the execution and delivery of Receipts pursuant
to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of
Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the
extent not prohibited by the rules of any stock exchange on which the American
Depositary Shares are listed for trading) a fee of $.02 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant to
Sections 4.01 through 4.04 of the Deposit Agreement, (7) a fee for the
distribution of securities pursuant to Section 4.02 of the Deposit Agreement,
such fee being in an amount equal to the fee for the execution and delivery of
American Depositary Shares referred to above which would have been charged as a
result of the deposit of such securities (for purposes of this clause 7 treating
all such securities as if
<PAGE>
they were Shares), but which securities are instead distributed by the
Depositary to Owners, (8) ) a fee of $.02 or less per American Depositary Share
(or portion thereof) for depositary services, which will accrue on the last day
of each calendar year and will be payable as provided in clause 9 below;
provided, however, that no fee will be assessed under this clause 8 if a fee was
charged pursuant to clause 6 above during that calendar year and (9) any other
charges payable by the Depositary, any of the Depositary's agents, including the
Custodian, or the agents of the Depositary's agents in connection with the
servicing of Shares or other Deposited Securities (which charge shall be
assessed against Owners as of the date or dates set by the Depositary in
accordance with Section 4.06 of the Deposit Agreement and shall be collected at
the sole discretion of the Depositary by billing such Owners for such charge or
by deducing such charge from one or more cash dividends or other cash
distributions).

            The Depositary, subject to Article 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.

            Notwithstanding Section 2.03 of the Deposit Agreement, the
Depositary may execute and deliver Receipts prior to the receipt of Shares
pursuant to Section 2.02 of the Deposit Agreement (a "Pre-Release"). The
Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver
Shares upon the receipt and cancellation of Receipts which have been
Pre-Released, whether or not such cancellation is prior to the termination of
such Pre-Release or the Depositary knows that such Receipt has been
Pre-Released. The Depositary may receive Receipts in lieu of Shares in
satisfaction of a Pre-Release. Each Pre-Release 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 number of Shares represented by
American Depositary Shares which are outstanding at any time as a result of
Pre-Releases will not normally exceed thirty percent (30%) of the Shares
deposited under the Deposit Agreement; provided, however, that the Depositary
reserves the right to change or disregard such limit from time to time 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 Owner and
Beneficial Owner of this Receipt by accepting or holding the same consents and
agrees, that title to this Receipt (and to the American Depositary Shares
evidenced hereby), when properly
<PAGE>
pendorsed or accompanied by proper instruments of transfer, is transferable by
delivery with the same effect as in the case of a negotiable instrument under
the laws of New York; provided, however, that 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.

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 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 signature of a duly
authorized officer of the Registrar.

11. REPORTS; INSPECTION OF TRANSFER BOOKS.

            The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Commission. Such reports will be available for inspection and copying by Owners
and Beneficial Owners at the public reference facilities maintained by the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549.

            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 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 Section 5.06 of the Deposit
Agreement. Any such reports and communications, including any such proxy
soliciting material, furnished to the Depositary by the Company shall be
furnished in English, to the extent such materials are required to be translated
into English pursuant to any regulations of the Commission.

            The Depositary will keep books, at its Corporate Trust Office, 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.
<PAGE>
12. DIVIDENDS AND DISTRIBUTIONS.

            Whenever the Depositary receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, 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, convert
such dividend or distribution into dollars and will distribute the amount thus
received (net of the fees and expenses of the Depositary as provided in Section
5.09 of the Deposit Agreement) 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
distribution in respect of any Deposited Securities an amount on account of
taxes, 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 Sections 4.11 and 5.09 of the Deposit
Agreement, whenever the Depositary receives any distribution other than a
distribution described in Section 4.01, 4.03 or 4.04 of the Deposit Agreement,
the Depositary will cause the securities or property received by it to be
distributed to the Owners entitled thereto, after deduction or upon payment of
any fees and expenses of the Depositary or any taxes or other governmental
charges, 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 reasonable 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, after consultation with the
Company, 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 and expenses of
the Depositary as provided in Section 5.09 of the Deposit Agreement) will be
distributed by the Depositary to the Owners of Receipts entitled thereto all in
the manner and subject to the conditions described in Section 4.01 of the
Deposit Agreement.

            If any distribution consists of a dividend in, or free distribution
of, Shares, the Depositary may 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 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 and expenses of the Depositary as provided in Section 5.09
of the
<PAGE>
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, if any, all in the manner and subject to the conditions set forth in
Section 4.01 of 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.
Notwithstanding the foregoing, in the event that the Depositary determines thgat
a distribution in Shares may not be legally made to some or all Owners, the
Depositary may sell such Shares and shall remit the proceeds thereof, if any, to
the Owners entitled thereto as in the case of a distribution in cash.

            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, after consultation with the Company to the extent practical,
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 of Receipts entitled
thereto in proportion to the number of American Depositary Shares held by them
respectively.

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 shall, after
consultation with the Company, 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. If the Company notifies the
Depositary that such rights may only be offered to Owners subject to specified
conditions required to be met in order to comply with any ownership restrictions
relating to the Shares underlying such rights, the Depositary shall not make
such rights available to Owners except in accordance with reasonable written
instructions received from the Company relating to those conditions. If at the
time of the offering of any rights the Depositary determines in its discretion
that it is lawful and feasible to make such rights available to all or certain
Owners but not to other Owners, the Depositary 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.
<PAGE>
            In circumstances in which rights would otherwise not be distributed,
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 reasonably required under applicable law.

            If the Depositary has distributed warrants or other instruments for
rights to subscribe for Shares to all or certain Owners, then upon instruction
from such an Owner 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 and expenses of the Depositary and any other charges 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
Receipts to such Owner; provided, however, that in the case of a distribution
pursuant to the preceding paragraph, such deposit shall be made, and depositary
shares shall be delivered, under depositary arrangements which provide for
issuance of depositary receipts subject to the appropriate restrictions on sale,
deposit, cancellation, and transfer under applicable United States laws.

            If the Depositary determines in its discretion that it is not lawful
and feasible to make such rights available to all or 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 and expenses of the Depositary as
provided in Section 5.09 of the Deposit Agreement and all taxes and governmental
charges payable in connection with such rights and subject to the terms and
conditions 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.

            Except as otherwise provided in the third preceding paragraph, the
Depositary will not offer rights to Owners unless both the rights and the
securities to which such rights relate are either exempt from registration under
the Securities Act of 1933 with respect to a distribution to all Owners or are
registered under the provisions of such Act. Nothing in the Deposit Agreement
shall create any obligation on the part of the
<PAGE>
Company to file a registration statement with respect to such rights or
underlying securities or to endeavor to have such a registration statement
declared effective. If an Owner of Receipts requests the distribution of
warrants or other instruments, notwithstanding that there has been no such
registration under such Act, the Depositary shall not effect such distribution
unless it has received an opinion from recognized counsel in the United States
for the Company upon which the Depositary may rely that such distribution to
such Owner is exempt from such registration.

            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, provided the Depositary has not acted in bad
faith.

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, and if at the time of the receipt
thereof the foreign currency so received can in the judgment of the Depositary
be converted on a reasonable basis into Dollars and the resulting Dollars
transferred to the United States, the Depositary shall convert or cause to be
converted, by sale or in any other manner that it may determine, such foreign
currency into Dollars, and such Dollars shall be distributed to the Owners
entitled thereto or, if the Depositary shall have distributed any warrants or
other instruments which entitle the holders thereof to such Dollars, then to the
holders of such warrants or instruments upon surrender thereof for cancellation.
Such distribution 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 of the Deposit Agreement.

            If such conversion or distribution can be effected only with the
approval or license of any government or agency thereof, the Depositary shall
file such application for approval or license, if any, as it may deem desirable.

            If at any time the Depositary shall determine that in its judgment
any foreign currency received by the Depositary or the Custodian is not
convertible on a reasonable basis 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 reasonable opinion of the
Depositary is not obtainable, or if any such approval or license is not obtained
within a reasonable period as determined by the Depositary, the Depositary may
distribute the foreign currency (or an appropriate document evidencing the right
to receive such foreign currency) received by the Depositary to, or in its
discretion may hold such foreign currency uninvested and without liability for
interest thereon for the respective accounts of, the Owners entitled to receive
the same.
<PAGE>
            If any such conversion of foreign currency, in whole or in part,
cannot be effected for distribution to some of the Owners entitled thereto, the
Depositary may in its discretion make such conversion and distribution in
Dollars to the extent permissible to the Owners entitled thereto and may
distribute the balance of the foreign currency received by the Depositary to, or
hold such balance uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled thereto.

15. 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 the
Depositary shall receive notice of any meeting of holders of Shares or other
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 find it necessary or convenient, the Depositary
shall fix a record date (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, (ii) entitled to give instructions for the
exercise of voting rights at any such meeting or (iii) responsible for any fees
or charges assessed by the Depositary pursuant to the Deposit Agreement, 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
Depositary shall establish the record date for the American Depositary Shares as
the same date as, or as near as practicable to, the record date (if any)
applicable to the Deposited Securities.

16. VOTING OF DEPOSITED SECURITIES.

            The parties acknowledge that, as of the date of the Deposit
Agreement, the holders of Shares do not have any voting rights except in certain
circumstances as provided under Brazilian corporate law and the Company's
by-laws. If the holders of Shares acquire voting rights on the occurrence
circumstances referred to in the last sentence or the terms of Shares are
amended to give voting rights to holders of Shares generally, then, upon receipt
from the Company of notice of any meeting or solicitation of proxies or consents
of holders of Shares or other Deposited Securities, the Depositary shall, if
requested in writing by the Company, as soon as practicable thereafter, mail to
the Owners of Receipts a notice, the form of which notice shall be in the sole
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 Articles of Incorporation, 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. Upon the written request of an Owner of a Receipt on
such record date, received
<PAGE>
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 Articles of Incorporation 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 the instructions set forth in such
request. The Depositary shall not vote or attempt to exercise the right to vote
that attaches to such Shares or other Deposited Securities, other than in
accordance with such instructions or as provided in the following paragraph.

            If (i) the Company made a request to the Depositary as contemplated
by the first sentence of Section 4.07 of the Deposit Agreement and complied with
the last paragraph of that Section 4.07 and (ii) no instructions are received by
the Depositary from an Owner with respect to the Deposited Securities
represented by the American Depositary Shares evidenced by such Owner's Receipts
on or before the date established by the Depositary for such purpose, the
Depositary shall deem such Owner to have instructed the Depositary to give a
discretionary proxy to a person designated by the Board of Directors of the
Company with respect to such Deposited Securities and the Depositary shall give
a discretionary proxy to a person designated by the Board of Directors of the
Company to vote such Deposited Securities; provided, however, that no such
instruction shall be deemed given and no such discretionary proxy shall be given
with respect to any matter as to which the Board of Directors of the Company
informs the Depositary (and the Company agrees to provide such information as
promptly as practicable in writing, if applicable) that (x) the Company does not
wish such proxy given, (y) substantial opposition exists or (z) such matter
materially and adversely affects the rights of holders of Shares.

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 a 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, in addition to the existing Deposited Securities,
the right to receive 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, with notice to the Company,
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.
<PAGE>
18. LIABILITY OF THE COMPANY AND DEPOSITARY.

            Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner if, by reason of any provision of any present or
future law or regulation of the United States or any other country, or of any
other governmental or regulatory authority, or by reason of any provision,
present or future, of the Articles of Incorporation, 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
terrorism or other circumstances beyond its control, the Depositary or the
Company 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 or Deposited Securities it is
provided shall be done or performed; nor shall the Depositary or the Company or
any of their respective directors, employees, agents or affiliates incur any
liability to any Owner or Beneficial Owner 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 Section 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,
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 nor any of their respective directors, officers, employees, agents or
affiliates assumes any obligation or shall be subject to any liability under the
Deposit Agreement to Owners or Beneficial Owners of Receipts, except that each
of the Company and the Depositary agrees to perform its respective obligations
specifically set forth in the Deposit Agreement without negligence or bad faith.
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 nor any of their respective directors, employees, agents or affiliates
shall be under any obligation to appear in or prosecute any action, suit, or
other proceeding in respect of any Deposited Securities or in respect of the
Receipts on behalf of any Owner, Beneficial Owner or other person, 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 nor any of their respective directors,
employees, agents or affiliates 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 Beneficial
Owner of a Receipt, or any other person believed by it in good faith to be
competent to give such advice or information. 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
<PAGE>
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. No disclaimer of liability under the Securities Act of 1933 is
intended by any provision of the Deposit Agreement.

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

            The Depositary may at any time resign as Depositary by written
notice of its election so to do delivered to the Company, such resignation to
take effect upon the appointment of a successor depositary and its acceptance of
such appointment as provided in the Deposit Agreement. The Depositary may at any
time be removed by the Company by 60 days' prior written notice of such removal,
to become effective upon the later of (i) the 60th day after delivery of the
notice to the Depositary or (ii) the appointment of a successor depositary and
its acceptance of such appointment as provided in the Deposit Agreement.
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 without the consent of Owners or Beneficial Owners 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, registration fees and cable, telex or facsimile
transmission costs, delivery costs or other such expenses), 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 and Beneficial Owner of a Receipt at the
time any amendment so becomes effective shall be deemed, by continuing to hold
such Receipt or any interest therein, 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.

21. TERMINATION OF DEPOSIT AGREEMENT.

            The Depositary at any time at the direction of the Company, shall
terminate the Deposit Agreement by mailing notice of termination to the Owners
of all
<PAGE>
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 termination to the Company and the Owners of all
Receipts then outstanding if at least 60 days have passed since the Depositary
delivered to the Company a written notice of its election to resign and a
successor depositary has not 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 rights and other property 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 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 under
Sections 5.08 and 5.09 of the Deposit Agreement.

22. SUBMISSION TO JURISDICTION.

            In the Deposit Agreement, the Company has (i) appointed CT
Corporation System, 111 Eighth Avenue, New York, New York 10011, in the State of
New York, as
<PAGE>
the Company's authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to the Shares or Deposited Securities, the
American Depositary Shares, the Receipts or the Deposit Agreement, (ii)
consented and submitted to the jurisdiction of any state or federal court in the
State of New York in which any such suit or proceeding may be instituted, and
(iii) agreed that service of process upon said authorized agent shall be deemed
in every respect effective service of process upon the Company in any such suit
or proceeding.

23. DISCLOSURE TO BRAZILIAN REGULATORY AUTHORITIES.

            Each of the Depositary and the Company hereby confirms to the other
that for so long as the Deposit Agreement is in effect it shall furnish to the
Brazilian National Securities Commission (Comissao de Valores Mobiliarios) and
the Brazilian Central Bank (Banco Central do Brazil), at any time and within the
period that may be determined, 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 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 thereunder 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.

24. OWNERSHIP RESTRICTIONS.

            Owners and Beneficial Owners shall comply with any limitations on
ownership of Shares under the Articles of Incorporation or applicable Brazilian
law as if they held the number of Shares their American Depositary Shares
represent. However, the Company represents that, as of the date of the Deposit
Agreement, there are no limitations on ownership of Shares under the Articles of
Incorporation or Brazilian law. If the Articles of Association or applicable
Brazilian law are changed (i) to require disclosure to the Company of beneficial
or other ownership of Deposited Securities or other securities or to limit
ownership of those securities or (ii) to provide for blocking of transfer,
voting or other rights to enforce disclosure or ownership limitations referred
to in clause (i), the Depositary shall use its reasonable efforts to comply with
the Company's written instructions as to Receipts in respect of any such
enforcement or limitation or blocking of rights, and Owners and Beneficial
Owners shall comply with all such disclosure requirements and ownership
limitations and shall cooperate with the Depositary's compliance with such
instructions and are deemed by holding Receipts or any interest in them to
consent to any such limitation or blocking of rights.