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					CONFIDENTIAL          Preliminary (subject to completion)




CVC/OPPORTUNITY                                      EQUITY
PARTNERS,
             L.P.


        Private Placement Memorandum

       US$600 Million of Limited Partnership
                   Interests for
        Private Equity Investment in Brazil




                    CITICORP SECURITIES, INC.,
                        as Placement Agent




                          ______________ __, 1998




NYDOCS02/43790.12
            CVC/Opportunity Equity Partners, L.P.

 US$600 Million of Limited Partnership Interests for
        Private Equity Investment in Brazil

        CVC/Opportunity Equity Partners Ltd., as the General Partner, is
sponsoring this offering. The General Partner has been organized by an
affiliate of Opportunity Asset Management Ltda., a leading Brazilian investment
management institution, with the assistance of Citibank, N.A., the founding
partner of the Partnership, through International Equity Investments, Inc., a
wholly owned subsidiary.

        The key features of the Partnership are:

        ·     A highly experienced team of six professionals who have more than
        [45] combined years of experience in Brazilian privately negotiated equity
        investments;

        ·     The successful investment strategy developed by the General
        Partner's senior investment professionals over the last [13] years in
        which a total of [      ] has been invested in   investments, yielding
        an [average] IRR of           [on the full or potential realization of
        investments];

        ·     A strong investing relationship between Opportunity and Citibank,
        with joint participation over the past two years in investments
        aggregating $202.6 million in eight Brazilian companies in transactions
        aggregating over US$[4] billion;

        ·       $596 million of commitments by core investors:

                –     US$250 million from Citibank;

                –      Reais 400 million (US$346 million) from Brazilian
                institutional investors in a parallel Brazil-based fund, which closed
                on September 8, 1997; and

•       Personal commitment of the Principals of US$30 to US$100 million from
        an affiliate of the General Partner to be invested on a side-by-side basis.




NYDOCS02/43790.12
                    Private Placement Memorandum No.




NYDOCS02/43790.12
                            STRICTLY CONFIDENTIAL
                    Preliminary Private Placement Memorandum

               CVC/OPPORTUNITY EQUITY PARTNERS, L.P.
                     (A Cayman Islands Limited Partnership)

        This Preliminary Private Placement Memorandum (the "PPM" or
    "Memorandum") is furnished on a confidential basis for the purpose of
    evaluating an investment in limited partnership interests (the "Limited
Partnership Interests" or "Interests") in CVC/Opportunity Equity Partners, L.P.
(the "Partnership" or the "Off-Shore Fund"). The information contained herein
   may not be reproduced or used in whole or in part for any other purpose.

The Limited Partnership Interests are being offered as a private placement and
will not be registered under the U.S. Securities Act of 1933, as amended, or the
    securities laws of any state or foreign jurisdiction and may not be sold or
  transferred without compliance with any applicable federal, state or foreign
  securities laws. Neither the U.S. Securities and Exchange Commission (the
 "SEC") nor any state or foreign securities commission has reviewed or passed
    upon the accuracy or adequacy of this Memorandum or the merits of the
offering described herein. Any representation to the contrary is unlawful. The
 Partnership will not be registered under the U.S. Investment Company Act of
     1940 (the "Investment Company Act") based on an exemption from the
       registration requirements thereof under Section 3(c)(7) of such Act.

 Each prospective investor should consult its own attorneys, business advisers
 and tax advisers as to legal, business, tax and related matters concerning the
 offering, and should not construe the contents of this Memorandum as legal,
     business or tax advice. Investors should have the financial ability and
 willingness to accept the risks and lack of liquidity which are characteristic of
                        the investment described herein.

This Memorandum does not constitute an offer to sell or solicitation of an offer
   to buy any securities other than the Limited Partnership Interests offered
 hereby, nor does it constitute an offer to sell to, or a solicitation of an offer to
 buy from, any person in any state or other jurisdiction in which such offer or
  solicitation would be unlawful, or in which the person making such offer or
 solicitation is not qualified to do so, or to a person to whom it is unlawful to
                       make such an offer or solicitation.

Opportunity Asset Management Ltda. ("Opportunity") and its affiliates make no
  representation as to the future performance of the Partnership. Prospective
 investors should not consider Opportunity's historical investment records or
  those of the investment professionals of the Partnership as indicative of the
                       Partnership's future performance.

NYDOCS02/43790.12
  In accordance with U.S. banking regulations, neither Citibank nor any of its
 affiliates will control the General Partner or the Partnership, nor will Citibank
or any of its affiliates be a shareholder of or affiliated with the General Partner.
     Additionally, Citibank will not assist in managing the assets of, or act as
                       investment adviser to, the Partnership.
    In addition, Citibank has not, other than in respect of its own investment
      record and other historical or factual information about Citibank or its
        employees, independently verified the information contained in this
Memorandum. Accordingly, neither Citibank nor any of its affiliates makes any
representation, warranty or undertaking, express or implied, as to the accuracy
                or completeness of the information contained herein.

     The Off-Shore Fund is a collective investment scheme as defined in the
   Financial Services Act 1986 (the "U.K. Act"). It has not been authorized or
    otherwise approved by the Securities and Investments Board and, as an
unregulated scheme, it accordingly cannot be marketed in the United Kingdom
to the general public. This Memorandum can therefore be issued in the United
   Kingdom by persons authorized under the U.K. Act to carry on investment
    business in the United Kingdom ("authorized persons") only to restricted
  categories of recipients, namely authorized persons, persons whose ordinary
  business it is to buy or sell securities, qualifying institutional investors and
    other categories of investors to whom unregulated collective investment
 schemes can be marketed without contravening Section 76(1) of the U.K. Act.
Transmission of this Memorandum to any other person in the United Kingdom
                is unauthorized and may contravene the U.K. Act.

The Limited Partnership Interests may not be offered, transferred, or sold in or
  from the Netherlands, and this Memorandum may not be circulated in the
Netherlands, to or for the account of any individual or legal entity as part of an
  initial distribution or anytime thereafter, other than to individuals or legal
      entities who or which trade or invest in securities in the conduct of a
   profession or trade, which includes banks, investment banks, insurance
     companies, pension funds, securities firms and other institutions and
     commercial enterprises regularly, as an ancillary activity, investing in
           securities as defined in the relevant Netherlands legislation.

                                 [Canada Legend]




NYDOCS02/43790.12
                              I. INTRODUCTION
                                  Background

  CVC/Opportunity Equity Partners, Ltd. (the "General Partner") is a Cayman
   Islands privately owned investment company that has been established by
 Opportunity Invest II, Inc. ("Opportunity Invest"), an affiliate of Opportunity,
with the assistance of Citibank, N.A. through a wholly owned subsidiary named
 International Equity Investments, Inc. (collectively, "Citibank"), the founding
  partner of CVC/Opportunity Equity Partners, L.P. (the "Partnership" or the
                                "Off-Shore Fund").

  Opportunity is a Brazilian investment management firm with offices in Rio de
 Janeiro and São Paulo. The firm was founded in [1993] and began its money
  management activities with a portfolio of US$70 million. As of December 31,
       1997, Opportunity had [US$4] billion under management, employed
  approximately 120 people and is one of the leading money management and
   private equity firms in Brazil. Since its founding, Opportunity's investment
  performance has ranked it among the best investment management firms in
 the world based on returns to investors for those firms focusing exclusively on
                                       Brazil.

    The Principals have established a track record of success for privately
negotiated equity investing in Brazil through (i) their focus on a "high quality"
investment strategy, and (ii) their capability to originate and execute complex
 transactions. The General Partner believes that its investment strategy and
     capabilities uniquely position it to capitalize on large scale, complex
 privatization and private sector opportunities during the Investment Period.
Over the past two years, Opportunity and Citibank have originated, structured
 and closed eight private equity investments representing [$202.6] million of
    combined investments in transactions aggregating over US$[4] billion.

 Opportunity Invest was established in 1997 to direct the investment activities
 of the Partnership and of separate but parallel Brazilian investment funds. In
  total, Opportunity Invest will direct targeted commitments of approximately
     US$1 billion, comprised as follows: US$600 million from non-Brazilian
investors (including US$250 million from Citibank) who will invest through the
     Off-Shore Fund; Reais 400 million (approximately US$346 million) from
Brazilian-based investors whose investment fund (the "On-Shore Fund") closed
 on September 8, 1997; and US$30 million to US$100 million committed to by
  Opportunity Invest (the "Opportunity Investment Vehicles") which closed on
   , 1997. (The separate but parallel funds have been created specifically for
     Brazilian investors, as they are restricted from investing outside Brazil.)




NYDOCS02/43790.12
   The Partnership has been formed to continue the Brazilian private equity
 investment strategies developed by Daniel Dantas and other members of the
management team during their combined [45] years of Brazilian private equity
                                 experience.

   The objective of the Partnership will be to generate superior rates of return
     through privately negotiated equity and equity-related investments in a
 diversified portfolio of Brazilian businesses. The Principals will focus on both
  privatization and private sector opportunities in a broad range of industries.
The General Partner believes that the extensive and successful experience of its
 investment professionals and the compelling investment opportunities in the
Brazilian marketplace present a unique and attractive investment opportunity.

                            Key Investment Considerations

 The General Partner believes that the Partnership is an attractive investment
                          for the following reasons:

          ·         Brazil Represents the Largest Opportunity for Private Equity
                                   in the Emerging Markets

        Brazil's economy is the tenth largest in the world, the [second] largest in
        the emerging markets and the largest in the Western Hemisphere outside
          the United States, with a GDP equal to [40%] of the total GDP of Latin
           America. [Diligence Point — still true?] Brazil has one of the most
         diverse industrial, manufacturing and consumer bases in the emerging
         markets. The recent deregulation and opening of Brazil's economy has
            led to an unprecedented number of mergers and acquisitions, joint
              ventures, expansions, strategic reorganizations and generational
            transitions of family-run businesses in Brazil. The General Partner
             believes that, for the next five years, the government in Brazil will
            support these changes with the largest privatization program in the
          world. The General Partner believes that during the Off-Shore Fund's
        Investment Period (as defined herein), no other emerging market country
            will have the same scope or magnitude of private equity investment
                 opportunities that are anticipated to be available in Brazil.

                                •Focused Investment Strategy

        The General Partner's investment strategy emphasizes investing in
        quality businesses with established franchises or which have
        opportunities for rapid growth, obtaining control positions, and working
        with and incentivizing "entrepreneurial" managers to achieve superior
        results. This strategy has been successful for the Principals historically


NYDOCS02/43790.12
        and it has most recently been implemented in the joint investments with
        Citibank. The General Partner believes that its investment strategy
        positions it to capitalize on the unique set of investment opportunities
        available today.

        As an expression of their commitment to the investing strategy, the
        Principals have committed to invest, on a side by side basis with the
        Partnership, $30 million (which may be increased to $100 million).
·       Proven Investment Record in Brazil

        Over the past [13] years, investment teams led by Mr. Dantas and Mr.
        Arida have generated significant returns in private equity investing and
        in the building of some of Brazil's leading financial institutions. Over a
        ___ year time frame, Mr. Dantas has invested over $__ million in __
        transactions realizing a combined IRR of ___%. Mr. Arida has invested
        over $__ million in __ transactions realizing a combined IRR of ___%. Mr.
        Dantas and the other Principals have continued to successfully invest
        since the formation of Opportunity in 1993.

        ·       Highly Experienced Team

        The General Partner's six investment professionals have extensive
        experience in originating, structuring, monitoring and exiting private
        equity transactions. The two senior investment professionals of the
        General Partner, Messrs. Dantas and Arida, are Brazilian nationals with
        [35] years of combined private equity experience in Brazil and have
        worked together [over the last three years] in various capacities. The
        four other investment professionals have a combined total of      years of
        private equity experience; three of them are Brazilian nationals.

        ·    Uniquely Positioned to Exploit the Brazilian Private Equity
        Market

        The General Partner believes that the number of Brazilian private equity
        opportunities will continue to grow and that the Partnership is uniquely
        positioned to take advantage of this expanding market by:

        •       Capability to Execute Large and/or Complex Transactions

                      The General Partner expects that the Partnership, together
                with the On-Shore Fund and the Principals' personal
                commitments, the investment vehicles managed by the Principals
                will be one of the largest pools of private equity capital in Brazil.



NYDOCS02/43790.12
                Additionally, the Principals are well experienced in originating,
                negotiating and executing large and complex investments. The
                General Partner expects that during the Investment Period there
                will be a number of transactions with which its combined
                resources and experience will position it to be one of the only
                groups to contemplate an investment on a stand-alone basis.




                ·     Capability to Form Investment Consortia

                       The Principals have an extensive network of potential
                strategic and financial co-investors providing them with additional
                insight into industries, access to operational expertise and an
                ability to extend the size and range of investments available.

                ·    Capitalizing on the Principals' Brazilian contacts and
                extensive private equity experience

                       The senior investment professionals of the General Partner
                have substantial experience in private equity investing on behalf of
                financial institutions and family-run conglomerates in Brazil. As a
                result of their prior investing and other professional activities in
                Brazil, Messrs. Dantas and Arida have significant relationships
                with business leaders throughout Brazil. The General Partner
                believes that these relationships will provide the Off-Shore Fund
                with unique deal flow and access to corporations and family-
                controlled groups. In addition, the General Partner believes that
                these relationships will enhance its ability to attract talented
                managers to manage the Funds' investments.

                ·    Accessing Citibank's       Brazilian   client   network    and
                industry expertise

                       Citibank is one of the largest banks in Brazil, with a
                commercial banking presence dating from 1907. Citibank has an
                extensive corporate client network and strong relationships in the
                principal sectors of the economy. Further, Citibank has over 50
                years of experience in private banking and asset management
                activities with Brazilian clients, including high net worth
                individuals and family-run business groups. The General Partner
                expects to access Citibank's global and Brazilian client network for


NYDOCS02/43790.12
                further deal flow, potential strategic partners across a wide array of
                industries and exit opportunities.

Investment Professionals

The General Partner will rely [initially] on a team of six investment
professionals who currently comprise the professional investment staff of the
Partnership and who operate from offices in Rio de Janeiro and São Paulo, the
two leading business centers of Brazil.

The investment professionals are a highly experienced team with in-depth
knowledge of corporate finance, corporate law, investment banking and
investment management in Brazil. In the aggregate, the team has          years of
Brazilian private equity experience and a total of             years of relevant
experience. Five of the six initial team members are Brazilian nationals.
In addition, the General Partner will draw on the experience of two of
Citibank's senior private equity professionals. These professionals will be
appointed by Citibank to serve on the Investment Committee of the General
Partner. They will assist the Off-Shore Fund in its direction and with the
strategies adopted by the General Partner on behalf of the Partnership. On a
combined basis, these two Citibank professionals have 22 years of private
equity experience and 10 years of living and working in Latin America. They
are based in New York City.

Biographical synopses of the six Brazil-based investment professionals are
presented on the following page. Their expanded biographies, and those of the
Citibank investment professionals, are provided in Section III: The General
Partner.

                   INVESTMENT PROFESSIONALS' EXPERIENCE
                                          Investment Professionals'
                                             Aggregate Years
                             Investment     Private      Relevant
             Location        Professional Equity       Experience
                                  s

             The      General
             Partner:

             Rio de Janeiro            [3]          [    ]        [    ]
             São Paulo                 [3]          [    ]        [    ]
                                        6
             Citibank:



NYDOCS02/43790.12
             New York             2             22           [50]

Daniel Dantas Valente [42].       Mr. Dantas founded Opportunity Asset
Management in 1993. He is a partner and a principal of CVC/Opportunity,
where he is the CEO. Mr. Dantas was CEO of Banco Icatu and managing
Director of Icatu Empreedimentos e Participações and head of investing for the
insurance subsidiary of Banco Bradesco S.A.            Mr. Dantas holds a
postdoctorate degree in economics and finance from MIT, a PHD in economics
from Fundação Getúlio Vargas (FGV), and a BS in civil engineering.

      Persio Arida [45]. Mr. Arida has been a senior partner of Opportunity
Asset Management since 1996, being responsible for merchant banking and
asset management. Mr. Arida is also a partner of CVC/Opportunity. He was
formerly President of the Central Bank of Brazil and of Banco Nacional de
Desenvolvimento Econômico e Social BNDES, the Brazilian federal development
bank. In the private sector, he was a director of Brazil Warrant (the holding
company that controls Unibanco, one of Brazil's largest commercial banks, and
the Moreira Salles group), and a professor at Pontifícia Universidade Católica
do Rio de Janeiro and at Universidade de São Paulo. Mr. Arida is a board
member of CVRD. He holds a Ph.D. in economics from M.I.T.

      Rodrigo Bhering Andrade [39]. Mr. Andrade is a partner and a
principal of CVC/Opportunity. Prior to joining CVC/Opportunity, Mr. Andrade
was a member of GP Investimentos where he was a board member of Fratelli
Vita, J. Macêdo Alimentos, SuperMar Supermercados and Ferrovia Centro
Atlântica. Prior to GP Investimentos, Mr. Andrade joined JP Morgan as a Vice
President in the Latin America Mergers and Acquisitions and Corporate
Finance group. Previously, Mr. Andrade worked as a senior associate in
Pinheiro Neto - Advogados, one of Brazil's most prominent law firms. Mr.
Andrade is a board member of Santos Brasil S.A. Mr. Andrade holds a Law
Degree from the University of Brasilia and a LLM from the Yale Law School.

      Arthur Carvalho [41]. Mr. Carvalho is a partner and a principal of
CVC/Opportunity. From 1993 until the establishment of the Partnership, Mr.
Carvalho was a senior investment officer for private equity at Opportunity. He
was directly involved in all investments made prior to the formation of the
Partnership. His past experience includes positions as director at IVP -
International   Venture    Partners,   focused     in   developing    Brazilian
telecommunications opportunities, and managing director of MJC, an export-
oriented agribusiness company. Mr. Carvalho is a board member of Americel
S.A., Santos Brasil S.A. and Opportrans S.A. Mr. Carvalho holds a B.A. in
Business from Universidade Federal da Bahia.




NYDOCS02/43790.12
      Luís Roberto Demarco [__]. Mr. Demarco is a partner and a principal of
CVC/Opportunity. Before joining Opportunity he was responsible for
investments at GP Investimentos, and board member of Supermercados Sé,
Artex, Playcenter, Mandic Internet and Shoptime. Previously to GP, Mr.
Demarco spent 10 years at IBM in Brazil and US, holding different positions
from System Engineer to Marketing Director and President of IVIX, an IBM
subsidiary. Mr. Demarco is graduated in Chemical Engineering by São Paulo
University, has a MBA from Fundação Getúlio Vargas, and a MAP
(Management Acceleration Program) - a one-year program at IBM US.

       Robert E. Wilson III [46]. Prior to joining the General Partner as a
partner and a principal, Mr. Wilson was Vice-President - Equity Investments at
Citibank, where he was responsible for Citibank's portfolio of investments
resulting from Latin American debt-to-equity conversions as well as direct
equity investing in Latin America utilizing Brady Bonds. He has 20 years of
Latin American experience and 13 years of finance and private equity
experience, with the last five years exclusively devoted to Brazilian private
equity. Mr. Wilson is fluent in Portuguese.

Brazilian Investment Experience

Since July of 1995, Citibank and Opportunity have jointly participated in eight
private equity investments in Brazil that have a total transaction value of $[ ]
million and in which they have invested a total of $[ ] million. [ ]% ($[ ]
million) of these transactions have been privatizations.

Portions of the CVRD and Americel investments made by Citibank may be
transferred to the Partnership. The most recent investments -- Port of Santos,
Metro and [Soccer] -- have been made by the Partnership.

The table below summarizes the eight jointly made private equity investments.
Descriptions of each of the eight transactions are provided in Section VI:
Transaction Summaries.


                Opportunity Asset Management Investment Record
                         Through [ ], 1998, $ in millions

Company                Industry          Date of    Total        Total
                                          Initial Transactio   Capital
                                       Investment     n      Committed
                                                    Value    or Invested
IVEN S.A./Espirito Electricity          July 1995    $[ ]        $[ ]
Santo     Centrais Distribution


NYDOCS02/43790.12
Eletricas
(ESCELSA)
Pagenet do Brasil, Paging Services    December             $[ ]          $[ ]
S.A.                                     1996
Companhia      Vale Mining            May 1997             $[ ]          $[ ]
do      Rio    Doce
(CVRD)
Americel, S.A.      Mobile            June 1997            $[ ]          $[ ]
                    Communications
Companhia           Electricity       June 1997            $[ ]          $[ ]
Energetica       de Distribution
Minas        Gerais
(CEMIG)
Port of Santos      Port    Container September            $[ ]          $[ ]
                    Terminal             1997
Metro               Subway             [ ] 1998            $[ ]          $[ ]
                    Transportation
                    Services
[ ]                 Soccer Team        [ ] 1998            $[ ]          $[ ]

Investment Objectives, Strategy and Guidelines and Exit Strategies

•       Investment Objectives — The General Partner will seek to generate
        significant long-term capital appreciation by making equity and equity-
        related investments in a diversified portfolio of companies based and
        primarily operating in Brazil.

•       Investment Strategy — The General Partner's strategy consists of the
        following:

        ·      Targeting Quality Businesses: Businesses that have established
        franchises, natural      competitive advantages or defensible market
        positions providing the opportunity for  rapid growth and creating
        value.

        ·     Obtaining Control Positions: Seeking ownership stakes that
        represent control or    are part of a block that has control, as control is
        deemed critical for the
        achievement of successful operating changes.

        ·     Cooperating with and Incentivizing Managers: Utilize the skills,
        contacts and




NYDOCS02/43790.12
            experience of the Principals together with the specific business
knowledge of            outstanding management teams as well as aligning
management's objectives with       the Partnership's investment objectives by
providing performance incentives and           equity participation in order to
maximize investment value.

•       Investment Guidelines — The Partnership will not, at any time without
        the prior written approval of the Advisory Committee: (i) invest more
        than 20% of the Partnership's aggregate commitments in any one
        portfolio company; (ii) invest more than 35% of the Partnership's
        aggregate commitments in any one industry; (iii) invest more than 10% of
        the Partnership's aggregate commitments in publicly traded securities for
        which there is an active and liquid market (other than in connection with
        a privatization or government sponsored auction); or (iv) invest in any
        hostile transaction.

·      Investment Monitoring — Throughout the life of the Partnership, the
General Partner
will closely monitor the performance of portfolio companies (generally through         repres

•     Exit Strategies — The General Partner will seek to enhance the financial
      performance and value of portfolio companies over an anticipated three-
      to-five-year holding period. The General Partner anticipates three types
      of exit opportunities: (i) sales to strategic investors; (ii) structured exits
      (e.g., pursuant to a consortium or shareholder's agreement); and (iii)
      exits through the securities markets. The General Partner's selection of
      an exit strategy will depend on the nature of the investment and market
      conditions prevailing at the time of proposed divestment. The General
      Partner believes that its relationship with Citibank enhances its ability to
      achieve the foregoing exit strategies.
 Partnership's Key Terms

 Target Size:                     US$600 million.

 Minimum Commitment:              US$10 million, although the General
                                  Partner reserves the right to accept lesser
                                  amounts.

 Term:                            Eight years from September 17, 1997,
                                  subject to two one-year extensions upon
                                  the approval of the Advisory Committee.

 Investment Period:               Through September 17, 2001.



NYDOCS02/43790.12
 Distributions:           100% to all Limited Partners until return of
                          all drawn down capital plus a 10%
                          preferred return achieved thereon.

                          Thereafter, 80% to all Limited Partners and
                          20% to the General Partner, after a 50-50%
                          "catch-up" for the General Partner.

 Annual Management Fee:   2% of total original commitments, reducing
                          to 1% of net amounts drawn down after the
                          earlier   of    the   Investment   Period's
                          expiration or the date when 90% of the
                          Limited Partner's commitments are drawn
                          down and invested in bona fide portfolio
                          investments.

 Advisory Committee:      An Advisory Committee will be formed
                          consisting of at least five representatives of
                          the Limited Partners of the Partnership.

 Significant Investors:   Limited Partners that commit to the Off-
                          Shore Fund at least the lesser of (i)
                          US$250 million or (ii) 40% of the combined
                          commitments to Brazilian Investment
                          Vehicles.    Such investors will not be
                          charged Carried Interest on amounts
                          attributable to commitments in excess of
                          US$250 million, will collectively appoint
                          40% of the Advisory Committee and 40% of
                          the Investment Committee and will have
                          other rights as detailed in the Partnership
                          Agreement. See Section II: Summary of
                          Terms.

 Citibank's Commitment:   The lesser of US$250 million and 40% of
                          the combined commitments to the
                          Brazilian Investment Vehicles, provided
                          that Citibank may in its discretion increase
                          its aggregate commitment above US$250
                          million, subject to the 40% limitation.

 Citibank's Contributed   [A portion of Citibank's commitment may
 Investments:


NYDOCS02/43790.12
                              be funded through Citibank's contribution
                              to the Partnership of certain specifically
                              targeted Brazilian equity investments made
                              by Citibank in joint participation with
                              Opportunity. See Section VIII: Citibank
                              Closings and Contributed Investments.]

 Opportunity Invest's         US$30 million in one or more Brazilian
 Commitment:                  special purpose vehicles on a side-by-side
                              basis, provided that it may elect to increase
                              its aggregate commitment up to US$100
                              million or more during the Investment
                              Period.

 Currency           of   the U.S. dollars.
 Partnership:



For a more detailed description of the Partnership's terms, see Section II:
Summary of Terms (beginning on next page).




NYDOCS02/43790.12
                          II. SUMMARY OF TERMS

      The following information, together with the information contained
elsewhere in this Memorandum, summarizes certain key features of the
Partnership and is qualified in its entirety by reference to, and should be read
together with, CVC/Opportunity Equity Partners, L.P.'s Amended and Restated
Limited Partnership Agreement (the "Partnership Agreement"), the Operating
Agreement, the License Agreement, the ancillary documents to be entered into in
connection with an investment in the Partnership, the Cayman Islands Exempted
Limited Partnership Law and certain terms and conditions with respect to the On-
Shore Fund (see below) and applicable laws and regulations including those of
the United States, the Cayman Islands and Brazil. Capitalized terms used herein
but not defined have the meanings ascribed to them in the Partnership
Agreement.

Translations of Brazilian reais (referred to hereinafter as "R$") amounts into
U.S. dollar amounts appearing herein are based on an exchange rate of
[R$1.1206 to US$1.00,] the commercial selling rate (the "Commercial Market
Rate") as reported by the Banco Central do Brasil on [January 16, 1998.]

 The Partnership:             CVC/Opportunity Equity Partners, L.P., a
                              Cayman Islands exempted limited partnership.

 General Partner:             CVC/Opportunity Equity Partners, Ltd. is a
                              Cayman Islands privately owned company
                              established by Opportunity with the assistance
                              of Citibank, a Significant Investor in the
                              Partnership, which will be represented on the
                              Investment Committee. However, in accordance
                              with U.S. banking regulations, neither Citibank
                              nor any affiliate will control, or be a shareholder
                              of, the General Partner, nor manage or serve as
                              an investment advisor to, the Partnership. See
                              Section III: The General Partner.

 Citibank's Commitment        Citibank has committed the lesser of (a) US$250
 to the Partnership:          million and (b) a maximum regulatory limit of
                              40% of the combined commitments to the
                              Brazilian Investment Vehicles, provided that
                              Citibank may in its discretion increase its
                              aggregate commitment above US$250 million,
                              subject to the 40% regulatory limitation.

 Citibank's Contributed       A portion of Citibank's commitment may be


NYDOCS02/43790.12
 Investments:             funded through Citibank's contribution to the
                          Partnership on or before March 31, 1998 of
                          certain specifically targeted Brazilian equity
                          investments made by Citibank in joint
                          participation with Opportunity, valued at cost
                          plus LIBOR. See Section VIII: Citibank Closings
                          and Contributed Investments.

 General Partner's        The General Partner shall not make any capital
 Commitment               contributions to the Partnership.
 to the Partnership:

 Opportunity Invest's     Opportunity Invest has committed to invest
 Investment Vehicles:     US$30 million in one or more Brazilian special
                          purpose vehicles that will invest and divest on a
                          side-by-side basis with the other Brazilian
                          Investment Vehicles in accordance with the
                          Operating Agreement and the Partnership
                          Agreement. Opportunity Invest may elect to
                          increase its aggregate investment commitment
                          up to US$100 million during the Investment
                          Period and may, subject to each Significant
                          Investors' approval, increase its aggregate
                          investment commitment to an amount above the
                          US$100 million threshold during the Investment
                          Period.    See Section VII:         Side-by-Side
                          Investing.

 Minimum Commitment:      The minimum participation for the Partnership's
                          limited partners (the "Limited Partners," and,
                          together with the General Partner, the
                          "Partners") is US$10 million, although the
                          General Partner reserves the right to accept
                          lesser amounts.

 Significant Investors:   Limited Partners that commit to the Off-Shore
                          Fund at least the lesser of (i) US$250 million or
                          (ii) 40% of the combined commitments to the
                          Brazilian Investment Vehicles will be deemed
                          "Significant Investors." Significant Investors will
                          not be charged Carried Interest on amounts
                          attributable to commitments in excess of
                          US$250 million. See "Distributions" herein.



NYDOCS02/43790.12
 Investment Period:         Each Partner's commitment to fund capital calls
                            will expire on the earlier of (i) September 17,
                            2001, (ii) the date on which aggregate remaining
                            commitments of non-defaulting Limited Partners
                            are reduced to 10% of the aggregate
                            commitments of the Partnership, (iii) the date on
                            which the General Partner elects to terminate
                            the Investment Period or (iv) the date on which a
                            Suspension Event occurs and is not remedied
                            (the "Investment Period").

 Term:                      Eight years from September 17, 1997, subject to
                            two one-year extensions upon the approval of
                            the Advisory Committee.

 First Citibank Closing:    September 17, 1997.

 Second Citibank Closing:   December 30, 1997.

 Closings:                  Additional Limited Partner commitments may be
                            added at subsequent closings held at the
                            discretion of the General Partner during the
                            period between the Second Citibank Closing and
                            December 31, 1998. The final closing will occur
                            no later than December 31, 1998.

                            Investors    acquiring    Limited     Partnership
                            Interests in subsequent closings will participate
                            pro rata in all investments, including the
                            Partnership's portion of any Contributed
                            Citibank Investments, and pay a pro rata portion
                            of all commitments drawn down for investments
                            and expenses, including the management fee,
                            plus interest accruing thereon at a rate of 10%
                            per annum from the First Citibank Closing,
                            which will be distributed pro rata to the existing
                            Partners.

 Size:                      The General Partner is targeting aggregate
                            commitments to the Partnership of US$600
                            million but may, in its discretion, close the
                            Partnership with a greater or lesser amount.




NYDOCS02/43790.12
 Side-by-Side Investing:   The General Partner and each of the other
                           Managers, to the extent deemed practicable
                           and advisable and not inconsistent with each
                           Manager's fiduciary obligations, shall cause,
                           or, to the extent limited by the requirement to
                           obtain approval of a separate advisory or
                           investment committee, shall use their best
                           efforts to cause, each of the Brazilian
                           Investment Vehicles to make, pro rata
                           investments and divestments alongside each
                           other on the same terms and conditions, in
                           accordance with the Operating Agreement and
                           the Partnership Agreement. See Section VII:
                           Side-by-Side Investing.

 Diversification:          The Partnership Agreement provides that, at
                           any time, no more than: (i) 20% of the
                           aggregate commitments of the Partnership
                           may be invested in any one Portfolio
                           Investment (as defined below), (ii) 35% of the
                           aggregate commitments of the Partnership
                           may be invested in any single industry or (iii)
                           10% of the aggregate commitments of the
                           Partnership may be invested in securities
                           approved for listing or quotation on a stock
                           exchange      or    over-the-counter    market
                           authorized by the Comissão de Valores
                           Mobiliários (the "CVM") for which there is an
                           active and liquid market, other than securities
                           purchased with the intention of acquiring a
                           controlling interest in the issuer of such
                           securities or in connection with a privatization
                           or government-sponsored auction.

                           In addition, the Partnership will not invest in
                           the gambling business, in the military arms
                           business, in real estate development,
                           businesses primarily engaged in oil and gas
                           exploration and development (which will not
                           preclude investments in businesses primarily
                           engaged in the transportation, recovery,
                           distribution and/or refining of oil and gas) or
                           derivative   securities   (including    futures



NYDOCS02/43790.12
                    contracts and currency or interest rate swaps
                    or options) or participate in hostile
                    acquisitions; provided that the Partnership
                    may purchase derivatives solely to offset an
                    existing position following the unanimous
                    approval of the Investment Committee prior to
                    each proposed purchase.

                    Additionally, the General Partner, directly and
                    indirectly through the Brazilian Portfolio
                    Manager, may, however, negotiate options or
                    forward contracts on privately held shares of
                    potential acquisition targets to an extent not
                    to exceed 5% of the aggregate commitments of
                    the Partnership.

                    The Partnership will make publicly bid and
                    privately negotiated equity and equity-related
                    investments       (excluding     senior      and
                    subordinated debt, bridge financing and
                    guarantees, but including warrants and
                    bonds convertible into common and preferred
                    stock) in companies (each, a "Portfolio
                    Investment") based and primarily operating in
                    Brazil.   The Brazilian Investment Vehicles
                    together generally will seek to have significant
                    minority or controlling equity positions in the
                    respective Portfolio Investments.

 Drawdowns:         Each Limited Partner's commitment will be
                    payable when called on 15 calendar days'
                    advance notice by the General Partner to
                    make investments and to meet Partnership
                    expenses and liabilities (or such shorter notice
                    as may be determined by unanimous approval
                    of the Investment Committee).

                    Any capital contributions made with respect
                    to management fees, or other expenses and
                    liabilities, will reduce the Limited Partners'
                    commitments.

                    Under certain circumstances, amounts drawn



NYDOCS02/43790.12
                            down will be returned to Limited Partners and
                            added back to their remaining commitments.

 Partnership Borrowings:    As a general matter, the General Partner will
                            not employ leverage at the Partnership level to
                            finance Portfolio Investments. Additionally,
                            the Partnership will not enter into credit
                            facilities in order to enable the Partnership to
                            pay expenses in lieu, or in advance, of
                            drawdowns.



                            Under certain conditions, the Partnership may
                            enter into a short-term credit facility or other
                            bridge financing arrangements.        Any such
                            debt contracted by the Partnership shall be
                            immediately repaid from proceeds of capital
                            call notices issued by the General Partner on
                            or before the date such debt is contracted.

 Co-Investment Policy:      Where appropriate, and subject to Brazilian
                            regulatory     constraints  and     ownership
                            limitations, the General Partner may, in its
                            discretion,       provide       co-investment
                            opportunities to the Partners of the Off-Shore
                            Fund, the investors in the On-Shore Fund
                            and any Parallel Fund and to Opportunity
                            Invest. The General Partner may also in its
                            discretion make such opportunities available
                            to third parties.

 Citibank   Deal      Flow During the Investment Period, Citibank
 During                    intends to use the Partnership as its principal
 Investment Period:        investment     vehicle   for   all    Brazilian
                           privatizations and for investing amounts in
                           excess of US$25 million per transaction in
                           Brazilian private equity transactions. Direct
                           investments in Brazil of less than US$25
                           million each will continue to be made by
                           Citibank as a part of its normal course of
                           business. However, Citibank has reserved
                           the right to operate or license others to
                           operate a business similar to that of the


NYDOCS02/43790.12
                            Brazilian Investment Vehicles anywhere in
                            the world, including Brazil.

 Opportunity's Deal Flow:   Opportunity will not directly invest in
                            Brazilian privatizations other than on a side-
                            by-side basis with the Brazilian Investment
                            Vehicles through the Opportunity Investment
                            Vehicles and pursuant to co-investment
                            rights.

                            Opportunity will refer all private equity
                            investment opportunities to the Brazilian
                            Investment Vehicles.

 Distributions:             Cash generated from the disposition of
                            Portfolio Investments ("Investment Proceeds")
                            generally will be distributed to the Partners as
                            promptly as practicable after receipt thereof
                            by the Partnership, but in any event no less
                            frequently than within 60 days of receipt
                            thereof and in a manner consistent with the
                            Priority   of    Distributions     and   escrow
                            arrangements described below; provided that
                            all items of income, gain, loss and deduction
                            and proceeds arising from the ownership or
                            disposition of Temporary Investments shall be
                            distributed to all Partners who contributed
                            capital used to acquire the underlying
                            Temporary Investment in accordance with
                            their invested capital and no Carried Interest
                            shall be payable on such amounts; See
                            "Allocation of Profits and Losses"; provided
                            further that the General Partner may, in its
                            discretion, retain amounts in the Partnership
                            which it deems prudent to meet future
                            expenses or liabilities of the Partnership, or at
                            the request of a Limited Partner with respect
                            to such Limited Partner's Interests, the
                            General Partner shall retain amounts in the
                            Partnership which it deems prudent to meet
                            the future expenses or liabilities of the
                            Partnership attributable to such requesting
                            Limited Partner, each for the immediately
                            following 18-month period (subject to certain


NYDOCS02/43790.12
                    restrictions contained    in   the   Partnership
                    Agreement).

                    Distributions made prior to the termination of
                    the Partnership will be in the form of cash in
                    U.S. dollars.     Upon termination of the
                    Partnership, distributions may also consist of
                    publicly traded or restricted securities or
                    other assets.

                    Subject to the following, distributions of cash
                    and securities (after conversion to U.S.
                    dollars)    attributable    to  any    Portfolio
                    Investment will be made to the Partners in
                    proportion with their invested capital in such
                    Portfolio Investment, and distributions of cash
                    and securities (after conversion to U.S.
                    dollars) attributable to other sources will be
                    made to the Partners in proportion to their
                    respective commitments, except that all cash
                    and securities (after conversion to U.S.
                    dollars) distributed to each Partner shall be
                    divided between the Partner and the General
                    Partner in the following priority and manner
                    ("Priority of Distributions"):

                    First, 100% to the Partner, until it has
                    received distributions equal in value to the
                    sum of the capital contributions previously
                    made by the Partner to the Off-Shore Fund
                    prior to the date of distribution, (including,
                    without limitation, contributions to the
                    Partnership in respect of expenses or
                    liabilities of the Partnership, including the
                    Management Fee);

                    Second, 100% to the Partner, until it has
                    received distributions equal in value to a
                    return of 10% per annum (compounded
                    annually) on the amounts stipulated, in
                    paragraph First above;

                    Third, 50% to the General Partner, until the



NYDOCS02/43790.12
                             General Partner has received, pursuant to this
                             clause, distributions equal in value to the
                             Applicable Carry Percentage (as defined
                             herein) of the aggregate amount theretofore
                             distributed   (or   to   be    simultaneously
                             distributed) pursuant to this paragraph Third
                             and paragraph Second above, and 50% to the
                             Partner; and

                             Fourth, thereafter, 100% less the Applicable
                             Carry Percentage to the Partner and the
                             Applicable Carry Percentage to the General
                             Partner (the General Partner's "Carried
                             Interest").

                             As used herein, the "Applicable Carry
                             Percentage" in respect of amounts distributed
                             to a Partner will be 20%; except that if a
                             Partner commits more than US$250 million to
                             the Off-Shore Fund, the "Applicable Carry
                             Percentage" in respect of amounts distributed
                             to such Partner will be the percentage equal
                             to (i) US$250 million divided by such Partner's
                             total commitments multiplied by (ii) 0.20.

                             Notwithstanding the immediately preceding
                             paragraph and the discussion in "Escrow
                             Account" below, the General Partner may
                             make distributions of amounts otherwise
                             distributable pursuant to the Priority of
                             Distributions to all Partners in proportion to
                             their respective tax shortfall amounts, as
                             determined under the Limited Partnership
                             Agreement.

 General            Partner Upon final distribution of all Investment
 Giveback:                  Proceeds, the General Partner will return to
                            all Partners in proportion to their Limited
                            Partner Interests any aggregate amount, net
                            of taxes, previously distributed to the General
                            Partner as its Carried Interest which should
                            have been distributed to Limited Partners
                            pursuant to the Priority of Distributions noted



NYDOCS02/43790.12
                         above (the "GP Giveback").       Each of the
                         Principals shall be jointly and severally liable
                         with the General Partner for payment, if
                         necessary, of the GP Giveback.

 Escrow Account:         During the Investment Period, all amounts
                         distributed to the General Partner pursuant to
                         the Priority of Distributions noted above will
                         be deposited in an escrow account (the "GP
                         Escrow Account") established and maintained
                         by the Partnership.      Amounts in the GP
                         Escrow Account shall be invested in certain
                         investment grade securities, as more fully
                         described in the Partnership Agreement.

 Allocation of Profits   All items of income, gain, loss, and deduction
 and Losses:             will be allocated (following conversion into
                         U.S. dollars) in a manner consistent with
                         "Distributions" above, assuming that the
                         future Investment Proceeds, if any, obtained
                         in respect of the remaining Portfolio
                         Investments equals the cost basis of such
                         investments.

 Management Fee:         For the period from the First Citibank Closing
                         through December 31, 1997, the Partnership
                         paid the General Partner an amount equal to
                         2% (per annum, pro rated since September
                         [19,] 1997) multiplied by the original
                         aggregate commitments (US$250 million) of
                         the Partnership (the "Interim Period Fee").
                         After January 1, 1998 until the earlier of (i)
                         the end of the Investment Period or (ii) such
                         date when 90% of the Partners' commitments
                         are drawn down and invested in bona fide
                         Portfolio Investments, the Partnership will pay
                         the General Partner an annual management
                         fee (the "Investment Period Management Fee"),
                         equal to 2% per annum of the Partnership's
                         aggregate commitments (the original aggregate
                         commitments adjusted for any increases or
                         decreases in Commitments to the Brazilian
                         Investment Vehicles) calculated as of the last



NYDOCS02/43790.12
                           business day of the preceding six-month
                           period.

                           Thereafter, the Partnership will pay the
                           General Partner an annual management fee
                           (the "Post-Investment Period Management
                           Fee" and, together with the Investment Period
                           Management Fee, the "Management Fee"),
                           payable in advance semi-annually until
                           termination of the Partnership and prorated
                           in the event of any partial year, equal to 1%
                           per annum of the aggregate capital
                           contributions of the Partners invested in bona
                           fide Portfolio Investments, less returned
                           capital contributions to all Partners, but only
                           to the extent such returned capital
                           contributions are attributable to the cost
                           basis, including any amounts written down of
                           each realized or partially realized investment,
                           calculated on a weighted average daily basis.

 Management Fee Offsets:   The Management Fee will be reduced by 80%
                           of all Break-Up fees and Portfolio Investment
                           Fees and 100% of all Transactions Fees
                           received by the General Partner, the Brazilian
                           Portfolio Manager or their respective affiliates
                           from each of the Portfolio Investments or
                           proposed     Portfolio   Investments,      such
                           reduction to be determined on a pro rata basis
                           among the Brazilian Investment Vehicles
                           based on Total Commitments investments in
                           each such Portfolio Investment.

 Operating Expenses:       The General Partner will be responsible for all
                           expenses of the Partnership, determined for
                           each fiscal year after attributing to the other
                           Brazilian Investment Vehicles, pro rata based
                           on Total Commitments (calculated at the
                           then- applicable exchange rate) at the end of
                           such fiscal year, their portion of any common
                           expenses of the Brazilian Investment Vehicles
                           (collectively, the "Partnership's Ordinary
                           Operating Expenses"), incurred by (i) the



NYDOCS02/43790.12
                            General Partner's investment professionals in
                            connection with the day-to-day business of
                            the Partnership and (ii) all day-to-day
                            expenses of the General Partner, the Brazilian
                            Portfolio Manager, any Opportunity Portfolio
                            Manager and the manager of any Parallel
                            Fund, if applicable, and rent, equipment,
                            travel and administrative expenses incurred
                            by the General Partner, the Brazilian Portfolio
                            Manager, any Opportunity Portfolio Manager
                            and the manager of any Parallel Fund, if
                            applicable, including compensation of the
                            Principals and other employees, agents or
                            advisors of the General Partner, the Brazilian
                            Portfolio Manager, any Opportunity Portfolio
                            Manager and the manager of any Parallel
                            Fund, if applicable. Expenses incurred in
                            connection with a consummated Portfolio
                            Investment may be borne or reimbursed by
                            such Portfolio Investment.

 Organizational Expenses:   The    General    Partner    shall  bear   all
                            organizational expenses in excess of US$1.5
                            million, provided that Significant Investors
                            shall only be liable to pay a portion of such
                            expenses to the extent separately contracted
                            for with the General Partner.

 Other Expenses:            The Partnership, except as noted above, will
                            pay all expenses directly related to its own
                            operations, including expenses of custodians,
                            outside counsel and accountants, any
                            insurance or litigation expense and any taxes,
                            fees, or other governmental charges levied
                            against the Partnership, out of Investment
                            Proceeds and to the extent necessary, from
                            drawdowns, which will reduce remaining
                            commitments.       The Partnership and the
                            Limited Partners will not be responsible for
                            Other Expenses which shall be borne solely
                            by the General Partner to the extent such
                            Other Expenses are not borne or reimbursed
                            by a Portfolio Company.



NYDOCS02/43790.12
                    "Other Expenses" includes, without limitation,
                    salaries and benefits, rent, office furniture,
                    expenses in connection with identifying and
                    investigating investment opportunities for the
                    Fund, the keeping of books and records of the
                    Fund and compensation, fees and expenses of
                    the Principals and of directors, officers and
                    employees of the General Partner.

 Key Man:           In the event Mr. Daniel Dantas (the "Key
                    Man") ceases for any reason to devote his full
                    business time and attention to the Brazilian
                    Investment Vehicles and the Existing
                    Investments or to be a Principal and he is not
                    immediately replaced by an Approved
                    Replacement (as defined below, who would be
                    deemed the "Key Man" and would be required
                    to devote his full business time and attention
                    to the Brazilian Investment Vehicles and the
                    Existing Investments and to be a Principal),
                    the activities of the Partnership shall be
                    suspended for 90 days, except as necessary to
                    manage and maintain the value of the
                    Partnership's assets and existing investments,
                    and the Partnership shall cease to make any
                    new investments. At any time during such 90-
                    day suspension period, Limited Partners
                    representing at least 50% of the Interests in
                    the Partnership (excluding the General
                    Partner and Opportunity Invest and their
                    respective affiliates as holders of Limited
                    Partnership Interests) may vote to resume the
                    activities of the Partnership, which vote to
                    resume activities may be conditional upon the
                    Limited Partners' approval of an appropriate
                    successor to the Key Man. In the absence of
                    such vote to resume the activities of the
                    Partnership, a "Key Man Termination" shall be
                    deemed to have occurred following the end of
                    the 90-day suspension period.

                    "Approved Replacement" means Mr. Persio



NYDOCS02/43790.12
                         Arida, or any individual or individuals
                         proposed by Mr. Daniel Dantas, or such other
                         person or persons who shall then be serving
                         as Key Man, and approved either individually
                         or as a group by at least 66_% of the Advisory
                         Committee.

 Investment Committee:   Final investment decisions will be made by
                         the investment committee of the General
                         Partner (the "Investment Committee") which
                         will be initially comprised of certain of the
                         General Partner's investment professionals
                         (Messrs. Daniel Dantas, Persio Arida, and
                         Robert Wilson) and two representatives
                         appointed by the Significant Investors (Mr.
                         Byron Knief and Ms. Mary Lynn Putney). The
                         Significant Investors in the aggregate will be
                         entitled to appoint 40% of the representatives
                         to the Investment Committee.

 Advisory Committee:     The General Partner will appoint an Advisory
                         Committee of the Partnership (the "Advisory
                         Committee") of at least five Limited Partners.
                         The primary tasks of the Advisory Committee
                         will be (i) resolving conflicts of interest, (ii)
                         approving valuations of Portfolio Investments
                         and (iii) approving exceptions to the
                         investment policies of the Partnership. The
                         Significant Investors have the right to appoint
                         permanent representatives on such Advisory
                         Committee constituting at all times 40%, in
                         number and vote, of such Committee.

 Other Funds:            The General Partner and the Principals will
                         act exclusively and on a full-time basis on
                         behalf of the Brazilian Investment Vehicles
                         and the Existing Investments, and none of the
                         General Partner, the Brazilian Portfolio
                         Manager and the Principals may close another
                         private equity investment fund unless (i)
                         authorized by Limited Partners representing
                         at least 66_% of the Interests in the
                         Partnership (excluding the General Partner



NYDOCS02/43790.12
                       and Opportunity and their respective affiliates
                       as holders of Limited Partnership Interests),
                       (ii) at least 90% of the commitments are
                       drawn down and invested in bona fide
                       Portfolio Investments, (iii) upon expiration of
                       the Investment Period or (iv) unless such
                       investment fund has been established solely
                       for the purpose of making a co-investment.

 Default Provisions:   If any Limited Partner fails to provide any
                       portion of its commitment (the "Defaulting
                       Partner") when called by the General Partner,
                       the General Partner will have the option to (i)
                       terminate the Defaulting Partner's right to
                       participate in future Portfolio Investments, (ii)
                       acquire or offer to another Limited Partner or
                       to a third party all or any part of the
                       Defaulting     Partner's    interest   in    the
                       Partnership in return for cash or securities
                       (which may consist of a non-interest bearing,
                       non-recourse, ten-year promissory note
                       payable to the Defaulting Partner) in an
                       amount equal to 90% (which includes a
                       penalty discount) of the portion of the
                       Defaulting     Partner's     capital    account
                       (computed       exclusive      of     unrealized
                       appreciation,    but     including    unrealized
                       depreciation, in the Partnership's assets)
                       being purchased by such Partner, or offer
                       such interest to one or more third parties
                       (which may or may not include other
                       Partners) on the same terms, and/or (iii)
                       pursue and enforce all other rights and
                       remedies which the Partnership may have
                       against the Defaulting Partner.

                       In the event of such a default, the General
                       Partner may bridge any resulting funding
                       deficiency from other sources available to the
                       General Partner and assess the other Partners
                       for their pro rata share of such deficiency,
                       determined     in   accordance   with    their
                       respective capital commitments excluding any



NYDOCS02/43790.12
                         such      Defaulting    Partner's   capital
                         commitment.      Any such assessment will
                         correspondingly reduce such other Partners'
                         respective remaining commitments.

 Transfer of Interests   A Partner may not sell, assign, or transfer any
 and Withdrawal:         interest in the Partnership without the prior
                         written consent of the General Partner, which
                         the General Partner may withhold in its sole
                         discretion.    Further, a Partner may not
                         withdraw from the Partnership, unless
                         continued investment in the Partnership by
                         such Partner will, in the opinion of the
                         General Partner, have adverse tax, legal or
                         regulatory consequences on the Partnership
                         and/or such Partner.

 Reports:                The Partnership will furnish Partners with: (i)
                         audited annual financial statements and
                         unaudited quarterly financial statements of
                         the Partnership prepared in accordance with
                         generally accepted accounting principles in
                         the United States; (ii) tax information
                         necessary for the completion of Partners' tax
                         returns; and (iii) a valuation of each Portfolio
                         Investment, which is subject to review by the
                         Advisory Committee, on an annual basis or
                         more frequently as requested by a Significant
                         Investor, but in any case no more frequently
                         than quarterly.

 Indemnification:        The Partnership will indemnify the General
                         Partner and its shareholders, contractors,
                         employees and agents and their respective
                         affiliates  against      costs   and    expenses
                         (including legal), as incurred, in connection
                         with their activities on behalf of, or their
                         associations with, the Partnership; provided
                         that such activities (i) do not materially violate
                         the Limited Partnership Agreement and do not
                         constitute a breach of fiduciary duty, fraud,
                         gross negligence or willful malfeasance and in
                         the case of a conviction in a criminal action or



NYDOCS02/43790.12
                       proceeding, had no reasonable cause to
                       believe that his or her conduct was unlawful
                       and (ii) were performed in good faith (provided
                       that a presumption of good faith shall exist).
                       However, no payment, expense advance or
                       reimbursement       in    respect    of     any
                       indemnification shall be made such that the
                       aggregate of such payments shall exceed
                       US$20 million.

 Tax Considerations:   The Partnership will elect to be treated as a
                       partnership for U.S. federal income tax
                       purposes. The Partnership will not admit
                       more than 100 investors. The Partnership
                       should not be treated as a publicly traded
                       partnership taxable as a corporation. The
                       Partnership will not be subject as an entity to
                       U.S. federal income tax, and each Limited
                       Partner will be required to include in
                       computing its U.S. federal income tax liability
                       its allocable share of the items of income gain,
                       loss and deduction of the Partnership,
                       regardless of whether any distributions have
                       been made by the Partnership to that Limited
                       Partner.     No ruling has been or will be
                       requested from the U.S. Internal Revenue
                       Service. Portfolio Investments may constitute
                       controlled     foreign   corporations,   foreign
                       personal holding companies or passive foreign
                       investment companies.         See Section IX:
                       Investor        Considerations        —     Tax
                       Considerations.

                       Each prospective investor is advised to
                       consult its own tax advisor as to the income
                       tax consequences of an investment in the
                       Partnership.

 Tax-Exempt Limited    Limited Partners that are tax-exempt entities
 Partners:             are subject to certain provisions of the U.S.
                       Internal Revenue Code of 1986, as amended,
                       regarding "unrelated business taxable income"
                       and "unrelated debt-financed income." See
                       Section IX: Investor Considerations — Tax


NYDOCS02/43790.12
                              Considerations.

 Investment         Company Each prospective Limited Partner must be a
 Act:                       "qualified purchaser" for purposes of Section
                            3(c)(7) of the Investment Company Act,
                            defined in such Act to mean, in part, any
                            natural person who owns not less than US$5
                            million in investments or any other person,
                            acting for its own account or the account of
                            other qualified purchasers, who in the
                            aggregate owns and invests on a discretionary
                            basis, not less than US$25 million in
                            investments.

 ERISA:                       The General Partner will use its reasonable
                              best efforts to operate the Fund so as to
                              ensure that none of the Fund's assets will be
                              deemed "plan assets" within the meaning of
                              the ERISA Regulations, including but not
                              limited to qualification as a "Venture Capital
                              Operating Company" within the meaning of
                              the ERISA Regulations.        Any prospective
                              investor that is an employee benefit plan (an
                              "ERISA Plan") subject to the United States
                              Employee Retirement Income Security Act of
                              1974,    as    amended     ("ERISA"),  should
                              determine whether an investment in the
                              Partnership is consistent with the fiduciary
                              requirements of ERISA and whether the
                              investment would result in a non-exempt
                              prohibited transaction under ERISA and the
                              U.S. Internal Revenue Code of 1986, as
                              amended.       Prospective investors should
                              consult their own counsel on these matters.
                              See Section IX: Investor Considerations —
                              ERISA Considerations.

 Exclusion from Certain       Partners will not be obligated to contribute
 Investments:                 capital toward any investment the making of
                              which, in the opinion of counsel satisfactory
                              to the General Partner, would be illegal for
                              such Partners or have a material adverse
                              effect on the Partnership or such Partners. In



NYDOCS02/43790.12
                             the event that one or more Partners are
                             excused or precluded from participation in an
                             investment, the General Partner may either
                             elect that the Partnership not make the
                             investment or elect to make the investment
                             without the participation of such Partner(s).

 Annex IV Administrator:     Citibank will be appointed to act as the Annex
                             IV    Administrator.       The     Annex    IV
                             Administrator will perform administrative and
                             reporting duties as required by the CVM and
                             Brazilian Central Bank as further described in
                             Section IX:      Investor Considerations —
                             Brazilian Ownership Regulations.

 Escrow Agent:               Citibank, N.A.

 Placement Agent:            Citicorp Securities, Inc.

 U.S. Counsel to             Shearman & Sterling
 the Partnership:

 Cayman Islands Counsel Maples and Calder
 to
 the Partnership:

 Brazilian Counsel to the    [Pinheiro Guimarães — Advogados]
 Partnership:

 Auditors           to   the KPMG Peat Marwick
 Partnership:




NYDOCS02/43790.12
                    III. CVC/OPPORTUNITY EQUITY PARTNERS, L.P.

Overview

CVC/Opportunity Equity Partners, L.P. is seeking to raise $600 million to
invest in privately negotiated equity and equity related investments in a
diversified portfolio of companies based and primarily operating in Brazil. The
Partnership will invest alongside the On-Shore Fund (with total capital
commitments of Real 400 million (approximately $367 million)). In addition, the
Principals have committed substantial personal resources to the Partnership
through a $30 million (which may be increased to up to $100 million)
commitment which will be invested on a side-by-side basis with the
Partnership. The General Partner expects to invest $25 million to $75 million
per transaction, and generally will seek to enhance the financial performance
and value of portfolio companies over a three- to five-year holding period. On
an overall basis, The General Partner will target a [gross] internal rate of return
on investments of [35%].

Opportunity was founded in 1993 by Daniel Dantas and has since become one
of Brazil's leading investment and asset management firms. In 1995,
Opportunity and Citibank began participating in joint investments and to date,
they have jointly made privately negotiated equity investments of over $200
million in [eight] companies in transactions valued at a total of over $[4] billion.
The Principals have established a track record of success through (i) their focus
on a "high quality" investment strategy, and (ii) their capability to originate and
execute complex transactions. The General Partner believes that its investment
strategy and capabilities uniquely position it to capitalize on large scale,
complex privatization and private sector opportunities during the Investment
Period. The General Partner has formed the Partnership to continue the
successful investment strategies it has developed and implemented over the
last several years.

Investment Strategy

The General Partner's investment strategy has the following elements: (i)
investing in quality businesses with established franchises or which have
opportunities for rapid growth, (ii) obtaining control positions either through
outright purchases of controlling blocks of shares or through structuring
investments so that the General Partner can obtain a control premium and (iii)
working with and incentivizing "entrepreneurial" managers to achieve superior
results.

      Targeting Quality Businesses:    The General Partner will target
investments in companies that it considers to be quality businesses, i.e.,


NYDOCS02/43790.12
businesses that have or are developing established franchises, natural
competitive advantages or defensible market positions. The General Partner
defines "quality businesses" to include (i) businesses that have natural
competitive advantages that have allowed them to succeed while owned by
government, (ii) businesses that have professional management and have
prospered during Brazil's recent economic difficulties, and (iii) businesses that
are undergoing or will undergo major regulatory changes - in most cases not
yet completed - and, therefore, have the potential to grow at a higher rate than
the rest of Brazil's economy. In each of these cases the value of the business
can be significantly improved with the implementation of the right strategy
and/or capital structure.

An example of targeting a quality business is the Partnership's investment in
the Port of Santos. The Port of Santos container terminal is strategically
positioned in the largest port in Latin America and is located in the wealthiest
state in Brazil. Santos is the gateway to most of Brazil's imports and exports
and is one of Brazil's busiest shipping zones. In addition, the Port of Santos
has the best access to the important rail lines connecting its freight to the rest
of the country. The Principals' contacts and knowledge of the Port were critical
in identifying the investment opportunity, evaluating the operating risks, and
obtaining a key strategic partner for the investment consortium. [Describe what
is being done/recently done to increase its value.]

      Obtaining Control Positions: The General Partner will seek ownership
stakes that represent control or are part of a block that has control. The
General Partner believes that control is a key element in achieving change in a
company's strategy and operations. The Partnership will invest primarily in
common (voting) shares, which typically represent one-third of a company's
equity capitalization, as opposed to preferred (non-voting) shares. Some
investments are expected to achieve the benefit of a control position through
structuring the transaction so that the Partnership owns a strategically
important stake and hence could have a "control premium." In the past, the
Principals have captured a significant portion of the control premium through
small stakes with veto rights at the board level. [Example]

      Working with and Incentivizing Managers:         The General Partner
believes that a critical element of a successful investment is an effective
management team. As such, the General Partner will target those companies
that have proven management and, where necessary, the Principals' broad
base of contacts can be a source of additional talent to augment existing
management teams. The General Partner will seek investments in companies
by managers that have a thorough understanding of their business, strategic
insight into their industry, and a clear plan for success. Additionally, the



NYDOCS02/43790.12
General Partner will seek to align the objectives of management with the
Partnership's objectives by using incentive techniques common in the United
States, including performance based compensation and equity participation for
management. The General Partner believes that the best managers will
possess entrepreneurial qualities that are critical in the further development
and growth of a company.         The General Partner will generally avoid
investments that also require significant resources from the Principals.
[Example]

Investment Targets

The Partnership's investments are expected to include both privatizations and
private market transactions.

       Privatizations: The General Partner believes that over the next two to
three years, Brazil's Federal, State and local governments will continue the
privatization process. The Partnership will continue Opportunity's privatization
investment activities by focusing on quality businesses with solid business
franchises that can be obtained at reasonable prices. Some of the businesses
to be privatized over the next few years have limited competition, have been
profitable even in difficult circumstances and, in some cases, have an
uncertain regulatory environment. Going forward, the General Partner expects
to target industries which have yet to reach competitive levels recently observed
in certain transactions in the telecommunications and energy sectors. The
General Partner believes that its knowledge of the Brazilian marketplace,
understanding of the privatization process, contacts in Brazilian industry, and
financial resources provide it with the means to effectively participate in the
acquisition of unique franchises at favorable valuations.

      Private Sector: The General Partner believes that Brazil's private sector
will be affected by two major phenomena: the privatization program and
deregulation.   As such, the General Partner will particularly focus on
companies that (i) are expected to benefit from the significant changes in their
regulatory environment and ongoing privatization process or (ii) have
outstanding growth prospects (such as media, entertainment, health care and
consumer goods).

Transaction Initiation and Execution

The General Partner differentiates itself from other private equity investment
groups by having (i) the capability to execute large and/or complex
transactions, (ii) a proven ability to form investment consortia with strategic
and financial co-investors, (iii) the Principals' extensive contacts and Brazilian



NYDOCS02/43790.12
private investment experience, and (iv) the involvement and experience of
Citibank as the Partnership's founding investor.

       Capability to Execute Large and/or Complex Transactions: The
General Partner expects that in the next several years there will be a number of
large-scale privatization and private sector transactions. In the case of
privatizations, governments are expected to continue to need significant
amounts of capital to meet their budget needs. In the case of private sector
transactions, an increased focus on company specialization, rather than
conglomeration, is expected to lead to numerous corporate spin-offs. As such,
the General Partner expects that there will be a significant number of large-
scale businesses and asset dispositions. The General Partner expects that the
combined available capital from the On-Shore and Off-Shore Partnerships will
make it one of the largest pools of private equity exclusively focused on Brazil,
and make it one of the few financial investors capable of contemplating such
investments as a stand-alone group. The General Partner is well experienced
in completing large transactions, having completed a [$274.5] million deal with
[Santos Brasil S.A.] and a [$ ] million deal with [Metro].

       Forming Investment Consortia: Historically, the Principals have
typically formed investment consortia with value-added strategic and financial
co-investors in order to obtain operational expertise, additional insight into a
particular industry, as well as further extend the size and range of investments
available. The General Partner believes that it is one of the few groups with the
contacts among strategic and financial co-investors located in Brazil and
abroad, willingness, and proven capability, to organize and execute
transactions requiring investment consortia. The General Partner will continue
this strategy in conducting the activities of the Partnership.

       Brazilian Experience and Contacts: As was true in the United States,
private equity investing in Brazil originated with the wealthy family groups that
have dominated local business. Institutionalized private equity investing, as it
is known in the United States and Europe, is relatively new to Brazil.
Currently, there are new groups entering the private equity business in Brazil
that, while having private equity investing experience elsewhere, lack domestic
investment experience.      The General Partner believes that an important
ingredient of successful private equity investing in Brazil is local investment
experience and contacts. The General Partner is composed primarily of
Brazilian nationals with a combined [__ years] of private equity investing
experience in Brazil. Additionally, the two lead principals, Mr. Dantas and Mr.
Arida, were heads of private equity investment for the Almeida Braga and
Moreira Salles families, respectively, two of the most important family groups in
Brazil.



NYDOCS02/43790.12
      Involvement of Citibank:          Citibank, principally through Citicorp
Venture Capital, has extensive experience and a proven track record of success
in investing in private equity. In the past 29 years, Citibank has invested over
$2.4 billion in more than 400 companies and generated an IRR of
approximately 45%. The two senior officers from Citibank who will serve on
the General Partner's Investment Committee, Ms. Mary Lynn Putney and Mr.
Byron Knief, have [22] years of combined private equity experience will assist
the Partnership in evaluating investment opportunities.             Additionally,
Citibank's global and Brazilian client network and industry expertise will be
available to further assist the Partnership.

The Management of the Partnership

        ·       Operational Activities, Investment Decisions and Exiting

The daily operational activities of the General Partner will be led by Mr. Daniel
Dantas.     Mr. Dantas and the other Principals will be responsible for
originating, analyzing, structuring, negotiating, closing, monitoring and
realizing investments. [The executive compensation of Mr. Dantas and the
other investment professionals of the General Partner will be derived entirely
from the activities of the Partnerships.] [check]

The due diligence process to be utilized by the General Partner mandates a
common approach for all transactions. The General Partner will schedule
regular meetings to review potential transactions on an ongoing basis. The
responsibility for the Partnership's investment decisions will be vested in those
Principals and representatives of the Significant Investors indicated below and
Mr. Persio Arida who will initially comprise the Investment Committee. At least
one Principal will be committed to each transaction. Each investment will
require the approval from the General Partner's Investment Committee. The
identification of an exit strategy will be a precondition to making an
investment.

Following the consummation of a Portfolio Investment, one of the Principals
will typically serve as a non-executive director on the board of such Portfolio
Investment. The Principal will monitor management's performance and take
those steps deemed necessary to achieve the General Partner's objective of
enhancing the investment's value. The General Partner intends to position
itself as a partner with management with the objective of overall value
maximization. The General Partner intends to add value to the investments by
(i) advising management on the identification and hiring of key personnel, (ii)
advising on financial matters including capital structures and appropriate
capital sources, (iii) identification of add-on acquisitions, (iv) streamlining of


NYDOCS02/43790.12
operations and (v) consultation on strategic plans (including product or
geographic expansions, reorganizations, competitive positioning) and exit
strategies (including mergers, sales and IPOs). In those instances where the
Partnership takes a minority stake, it will do so only if it can secure terms and
conditions that substantially enhance the value of the stake (e.g., put rights,
tag-along rights and rights of first refusal), and which may form the basis of a
successful exit strategy.

The exit strategy for Portfolio Investments is expected to include (i) exits based
upon a sale to a strategic investor, (ii) structured exits (e.g., pursuant to a
consortium or shareholders' agreement) and (iii) exits through the securities
markets, depending on the nature of the investment and the market conditions
prevailing at the time. The General Partner expects that it will have access to
Citibank's integrated network of client contacts and established offices around
the world in order to enhance the General Partner's ability to identify, develop
and achieve these exits through domestic and cross-border sales.

The Management Team

The General Partner is composed of six partners based in Rio de Janeiro and
São Paulo.     Additionally, the General Partner has 12 other investment
professionals located in Rio de Janeiro and São Paulo. In addition, the General
Partner may draw on the experience of unaffiliated investment professionals
appointed by Significant Investors to the Investment Committee of the General
Partner, who will assist the Off-Shore Fund in its direction and in connection
with the strategies adopted by the General Partner on behalf of the
Partnership.

Investment Professionals — Brazil

Daniel Dantas [(42)]

Mr. Dantas (Brazilian citizen) is a director and Principal of the General Partner
and a member of the Investment Committee. In 1993, Mr. Dantas founded
Opportunity with a portfolio of approximately US$70 million.               Today,
Opportunity has [US$4] billion under management and is among Brazil's
leading asset management firms, based upon returns to investors, focusing
exclusively on Brazil. Opportunity manages [7] private equity investments
representing $[ ] million of capital. From 1986 to 1993, Mr. Dantas was the
chief executive officer of Icatu Empreedimentos e Participações Ltda. ("Icatu"), a
leading and diversified Brazilian financial institution consisting of investment
banking, merchant banking, insurance and related services, was formed as
part of Mr. Dantas's exclusive management of a diversified pool of assets of the
Almeida Braga family which Mr. Dantas began managing in             . At the time


NYDOCS02/43790.12
of Mr. Dantas' departure from Icatu in 1993, [he was responsible for] returns
to the family control group [in multiples more than five times the original
capital invested]. [How much $, how many deals? Is this verifiable?]
From 1983 to 1986, Mr. Dantas was Senior Vice President in charge of private
equity investments for the insurance company subsidiary of Banco Bradesco
S.A. ("Bradesco"), the largest [measurement] privately held bank in Brazil.
[Expand on what done, results]

Mr. Dantas holds a B.S. in Civil Engineering from the University of Bahia and a
Ph.D. in Economics from the Getúlio Vargas Institute. Mr. Dantas is based in
Rio de Janeiro.

Persio Arida [(45)]

Mr. Arida (Brazilian citizen) is a director of the General Partner and a member
of the Investment Committee. He is a senior partner of Opportunity. During
1995 and into early 1996, Mr. Arida was the President of the Brazilian Central
Bank. From 1993 to [or through?] 1994, he was President of the BNDES, the
Brazilian development bank responsible for privatizations. From 1987 to 1993,
Mr. Arida was the Director of private equity for Brasil Warrant S.A., the
investment arm of the Moreira Salles family group and a board member of
Unibanco (of which the Moreira Salles family is a controlling shareholder), the
third [largest] [measured by              ] privately held financial institution in
Brazil. While at Brasil Warrant S.A., Mr. Arida invested in some of the early
Brazilian privatizations as well as private sector transactions in agri-business,
retail and entertainment, realizing significant returns for his investors.
[Diligence Point, Quantify] Mr. Arida is a director of Companhia Vale do Rio
Doce ("CVRD"), a recently privatized company in which Citibank and
Opportunity [jointly] acquired a [US$100] million equity participation. [See
Section V: Transaction Summaries.] He holds a Ph.D. in Economics from
the Massachusetts Institute of Technology and has been a member of the
Institute for Advanced Study at Princeton. Mr. Arida is based in São Paulo.
[How much $, how many deals?] In addition to his activities with the
Partnership, Mr. Arida has overall responsibility for the asset management
activities of Opportunity Asset Management.

Rodrigo Andrade [(39)]

Mr. Andrade is [Title] and a Principal of the General Partner. From November
1995 to July 1997, Mr. Andrade was a senior investment officer at GP
Investimentos, a leading Brazilian private equity institution, where he was a
board member of Fratelli Vita, J. Macedo Alimentos and SuperMar
Supermercados and Ferrovia Centro Atlântica. From 1990 to 1995, Mr.
Andrade served as Vice President of the Latin America Corporate Finance/M&A


NYDOCS02/43790.12
Groups for JP Morgan in Brazil. From 1985 to 1990, Mr. Andrade worked as a
senior associate in Pinheiro Neto Advogados, one of Brazil's most prominent
law firms. Mr. Andrade has a law degree from the University of Brasília and an
LL.M. degree from Yale Law School. Mr. Andrade is based in São Paulo.

Arthur Carvalho [(41)]

Mr. Carvalho is [Title] and a Principal of the General Partner. From 1993 until
the establishment of the Partnership, Mr. Carvalho was a senior transactor for
private equity at Opportunity. His prior experience includes positions as a
director at International Venture Partners, which focused on investment
opportunities in the Brazilian telecommunications sector, and managing
director of _______________ (MJC), an export oriented agribusiness group.
[What years? What responsibilities?] Mr. Carvalho holds a B.A. in business
from the University of Bahia. Mr. Carvalho is based in Rio de Janeiro.

Luís Demarco [(Age?)]

Mr. Demarco is [Title] of the General Partner. From 19__ to 19__, Mr. Demarco
was responsible for investments at GP Investimentos, and board member of
Supermercados Sé, Artex, Playcenter, Mandic Internet and Shoptime. [When
did he come to Opportunity/G.P.?] Previous to GP Investimentos, Mr.
Demarco spent ten years at IBM in Brazil and the USA holding different
positions from System Engineer and Marketing Director to President of IVIX, an
IBM subsidiary. Mr. Demarco graduated in Chemical Engineering from the São
Paulo University, has an MBA from Fundação Getúlio Vargas and a MAP
(Management Acceleration Program) — a one-year program at IBM USA.

Robert Wilson [(46)]

Mr. Wilson (U.S. citizen) is a director and Principal of the General Partner and
a member of the Investment Committee. From 19 until the establishment of
the Partnership, Mr. Wilson was Vice President - Equity Investments at
Citibank, where he had responsibility for the portfolio of investments resulting
from debt-to-equity conversions as well as direct equity investing in Latin
America utilizing Brady Bonds. While at Citibank, Mr. Wilson managed a
portfolio of over 30 equity investments throughout Latin America, with a
market capitalization in excess of US$700 million.             [Need diligence
information] He was directly responsible for originating and structuring over
US$140 million [diligence information] in eight investments. [During Mr.
Wilson's tenure, 13 full or partial divestments yielded an IRR to Citibank
in excess of 40%.] [These 2 sentences seem to contradict] From 1990 to
1992, Mr. Wilson was the head of the real estate (commercial) department for
The City of New York. His focus in local government was on real estate and


NYDOCS02/43790.12
infrastructure bond financing. Prior to government service, Mr. Wilson was
Executive Vice President and a member of the board of the Intergroup
Corporation, a real estate investment company. During the late 1970s and
early 1980s, Mr. Wilson lived in Brazil, and he is fluent in Portuguese. Mr.
Wilson holds a J.D. from Harvard Law School and a B.A. from Stanford
University. Mr. Wilson is based in Rio de Janeiro.

      [For each team member, note the years of relevant private equity
experience] [Also account for all employment leading to his engagement
with the Partnership]

In addition, Citibank, in its capacity as a Significant Investor, has appointed
the following two professionals to the Investment Committee.

Byron Knief [(55)]

Mr. Knief is a member of the Investment Committee and the Advisory
Committee. He has been with CVC for 11 years and is currently President of
two Citicorp mezzanine funds totalling over US$1 billion. He has been with
Citicorp for 32 years, 10 of which were spent in Latin America. Mr. Knief is a
director of DavCo Restaurants, Inc. and Fonorola, Inc. Mr. Knief received his
M.B.A. from Columbia University and his B.A. from Northwestern University.
He speaks Portuguese and Spanish. Mr. Knief is based in New York City.

Mary Lynn Putney [(49)]

Ms. Putney is a member of the Investment Committee and the Advisory
Committee. She is currently Managing Director and head of Global Private
Equity for Citicorp. She is also a member of CVC's Investment Committee. Ms.
Putney has been with Citibank for 28 years, the last 11 of which have been
devoted to private equity. She is an Adjunct Professor at the Columbia
University School of Business. Ms. Putney received her M.B.A. from Columbia
University. Ms. Putney is based in New York City.

Ownership of the General Partner

Opportunity Invest currently owns 96 of the 100 outstanding shares of the
General Partner. Each of Robert Wilson, Rodrigo Andrade, Luis Demarco and
Arthur Carvalho owns one of the remaining four shares. The Principals will be
compensated through issuance by the General Partner of convertible bonds
which shall pay an interest rate equivalent to a percentage of the General
Partner's profits.




NYDOCS02/43790.12
Opportunity Invest, together with Messrs. Rodrigo Andrade, Arthur Carvalho,
Luis Demarco, and Robert Wilson will maintain a majority ownership stake in
the General Partner (the named individuals with the addition of Daniel Dantas,
each, a "Principal" and collectively, the "Principals"). Each of the Principals will
devote his full business time and attention to the Brazilian Investment Vehicles
and managing certain private equity investments made jointly by Citibank and
Opportunity on or prior to the First Citibank Closing (the "Existing
Investments", including those private equity investments made by Citibank and
Opportunity on or prior to the First Citibank Closing, including the
investments in Iven, PageNet, CVRD, CEMIG and Americel). Mr. Persio Arida,
one of the General Partner's investment professionals, will be a member of the
Investment Committee but will not devote his full business time to the
Partnership.

Removal of the General Partner with Cause

 In the event of the occurrence of an event of cause (including, among others,
    criminal conviction, gross negligence, fraud or bankruptcy of the General
 Partner, the Brazilian Portfolio Manager or a Principal; the General Partner's
     failure to perform any material covenant or provision of the Partnership
 Agreement or the Operating Agreement; a material misrepresentation by the
 General Partner in the Partnership Agreement; the cessation by the Brazilian
      Portfolio Manager for any reason to manage the On-Shore Fund, or the
    occurrence of a change in control in the General Partner or the Brazilian
Portfolio Manager, ("Cause")), which has not been cured pursuant to the terms
of the Partnership Agreement, Limited Partners representing more than 50% of
       the Interests in the Partnership (excluding the General Partner and
  Opportunity and their respective affiliates as holders of Limited Partnership
          Interests) may elect to immediately remove the General Partner.




NYDOCS02/43790.12
                        IV. THE BRAZILIAN OPPORTUNITY
                        [Update figures from 1996 to 1997]

Overview

The General Partner believes that Brazil is poised to undergo substantial long
term economic growth supported, in large measure, by the fundamental
political and economic reforms undertaken by Brazil during the last decade.
Brazil, as well as other Latin American countries, has undertaken these
reforms as part of a broad philosophical shift from a primarily state-owned and
controlled industrial sector to a market driven economy increasingly comprised
of privately held corporations. These reforms have directly led to increased
rates of economic growth, reduced inflation and increased wealth and
purchasing power, especially for the middle and lower economic classes. Brazil
is among the last, and overwhelmingly the largest, economy in Latin America to
initiate such reforms. It is, therefore, just beginning an extended period of
expansion and regional and global influence. The long range prospects are
enhanced by massive infrastructure development and one of the world's largest
privatization programs. Job creation is a major theme. As such, these reforms
have had substantial support from voters.

Brazil represents a particularly dramatic example of the effect of such political
and economic reforms. Through the passage of the Real Plan, constitutional
amendments and other laws, Brazil's annual inflation rate decreased from over
2,500% per annum in 1993 to an annual inflation of less than 8%. [Add any
1998 projections]     [The main architect of the Real Plan, Fernando
Cardoso, has recently won popular and legislative support to stand for
election for an unprecedented second term as President of Brazil.] Update

The General Partner expects that Brazil will be an especially attractive area for
private equity investment for several reasons:

                •     Large Economy. With GDP in 1996 of [US$753 billion],
                Brazil is the second largest economy in the emerging markets after
                China and is the largest economy in the Western Hemisphere after
                the U.S. Brazil is expected to remain the dominant economic force
                in Latin America. Brazil's economy is larger than that of Mexico,
                Argentina, Colombia and Chile combined. The General Partner
                believes that Brazil's dominant size and trading links will drive
                economic growth for the entire Latin American region.

                •     Diverse Industrial Base. Brazil has a diverse mix of well
                established industrial and service sector companies. Several of
                these companies are regional or world leaders in their sector. This


NYDOCS02/43790.12
                industrial base has been, and is expected to continue to be, a
                significant contributor to Brazil's export capability.

                •      Underexploited Opportunities.       Until recently, many
                investors had focused on other countries in Latin America such as
                Chile, Mexico and Argentina, which had begun implementing
                economic reforms earlier than Brazil. The General Partner believes
                that Brazil has only recently been receiving the investor focus
                commensurate with its position in Latin America and that the
                Brazilian investment market, particularly for private equity, is
                relatively underexploited.

                •     Large Privatization Program. Since 1990, Brazil has been
                executing one of the world's largest privatization programs. [Give
                stats on privatization, dollar figure raised, number of
                companies, expected amount to be privatized.]

Large Country and Economy

Brazil has the largest private sector in the emerging markets. It is the fifth
largest country in the world in land area, with a land mass greater than the 48
contiguous states of the United States. With approximately 163 million people,
it is the fifth most populous country in the world. The two largest cities, São
Paulo and Rio de Janeiro, have populations of [33.7] and [13.3] million people,
respectively. Additionally, the continuing development of the Mercosul, a
common market comprising South America's southern cone, and other trade
arrangements will further integrate Brazil in Latin America's and the world's
other growing economies.

The chart below shows the size of Brazil's economy relative to other emerging
markets' economies.




NYDOCS02/43790.12
Emerging Market Economies
[1996 Nominal GDP (US$ billions)]




Source: The Economist Intelligence Unit's World Outlook 1997

Diverse Industrial Base

Since the 1950s, Brazil has been transforming itself from an agricultural-based
economy to an industrial-based economy. The 500 largest private sector
companies in Brazil had 1996 sales of between US$140 million and US$7
billion and had total sales of US$163 billion. Of such companies, nearly 75%
are closely held and nearly 30% are family controlled. They represent a broad
cross-section of industries. The chart below illustrates the diversity and size of
the      largest    of    the    Brazilian     private     sector     companies.




NYDOCS02/43790.12
Categorization of Brazil's 500 largest private sector companies by
industry (1)




(1)     Source: Exame Magazine

Underexploited Opportunities

Brazil has long been the economic leader of Latin America in terms of the size
of its GDP. However, recent economic and legislative reforms have taken place
to greatly increase the attractiveness of the country to long term investors.
Chief among these reforms has been the development and implementation of
the Real Plan.      The Real Plan was initiated in 1994 in the Franco
administration under the direction of then Minister of Finance Fernando
Henrique Cardoso. The Real Plan restricted the use of price indexing and
buoyed by some of the highest dollar reserves in the emerging markets
(US$60+ billion), the currency has maintained its stability. One of the most
powerful effects of the Real Plan has been the reduction of inflation from
2,500+% in 1993 to 11% in 1996 and projected at [8%] for 1997.




NYDOCS02/43790.12
Brazilian Yearly Inflation




f=forecast
Source: IGPM Brazilian Inflation Index


The Cardoso administration has undertaken a program of fiscal and monetary
reforms to further liberalize the Brazilian economy. The congress has approved
constitutional amendments to end state monopolies in telecommunications, oil
and natural gas, gas distribution, reinsurance, and coastal shipping.
Additionally, the constitutional amendments have eliminated the distinction
between foreign and domestic owned or controlled companies.

Large Privatization Program

The government's privatization program is an important part of Brazil's fiscal
and monetary stabilization plan. Privatization proceeds are targeted for crucial
internal debt reduction measures, infrastructure development, social programs
and a general reduction of the federal government's budget deficit.


NYDOCS02/43790.12
Accordingly, the General Partner believes that the government's resolve to
proceed with the privatizations appears firm.

Beginning in 1990, the pace of this program was slow and crucial sectors like
telecommunications and energy were left untouched. These "blue chip" sectors
and others are only now beginning to be auctioned off. Over [US$70] billion
worth of privatizations are expected to be completed within the next 48
months. The General Partner views privatization as a subset of the overall
private equity opportunity. Coupled with ever more attractive capital market
mechanisms to expedite the free flow of monies in and out of Brazil, the
General Partner believes that the next four to five years will be especially
dynamic and ripe for private equity.

Privatization and infrastructure development generally are catalysts for private
equity, especially for the 200-300 middle market companies in Brazil with
revenues in excess of US$150 million a year, that have heretofore been ignored
by or had limited access to international capital.

Conclusions

The General Partner believes that Brazil is positioned to experience attractive
GDP growth and historically low inflation for a extended period of time
positioning it to be the key economic driver for the Latin American region.
Brazil's size, combined with a newly found political and economic stability,
which rests on popularly supported democratic reforms, make it a unique
investment option among major emerging market economies over the medium
to long term. Additionally, liquidity in Brazil's stock markets should continue to
increase as a result of the government's privatization program and the
broadening of the investor base and the number and type of companies
receiving investor support. In the meantime, however, the General Partner
believes attractive private equity investment opportunities exist while
limitations on access to long term equity capital for Brazilian companies
remain.




NYDOCS02/43790.12
                       VI. TRANSACTION SUMMARIES

Iven/Espirito Santo Centrais Eletricas (ESCELSA)

Date of Initial Investment            July 1995           Equity Investment
                                             (total and each Citibank & OAM)
Industry                        Electricity         Aggregate Transaction
                         production and Value
                         distribution
Sourced                                             Voting Shares (combined       16.0%
                                             Citibank & OAM)
Co-Investors                          [7 financial        Fully Diluted Ownership
      5.34%
                         investors         (combined Citibank & OAM)
                         (name)]

Company Background:

Iven is a publicly held Brazilian holding company established by the co-
investors to invest in privatization transactions in the electric power segment
[why didn't Iven purchase the stake in CEMIG?]. Iven acquired a majority
share of ESCELSA's voting common shares in a privatization transaction from
the State of Espirito Santo. [ESCELSA produces and distributes [ ]% of the
electricity needs of the State of Espirito Santo, the [  ] largest (by GDP) and
fastest-growing state in Brazil. [Additionally, ESCELSA provides [ ]% of the
electrical needs of the state of Rio de Janeiro.] ESCELSA sold [ ] Gwh in
[1997], making it the [ ] largest distribution company in Brazil.] [Other points
describing the high quality of ESCELSA]

Transaction Summary: [Who/how was deal originated? What was OAM's role in
consortium, structuring, bidding? What is OAM's current role? Who at OAM is the
lead principal for the deal?]

Opportunity and the co-investors obtained 51% of the voting stock
(representing [ ]% of the total equity) of ESCELSA from the State of Espirito
Santo for $[ ]. The purchase price represents a ([ ] multiple of EBITDA / [ ]
multiple of revenue / [ ] multiple of net earnings / [ ] multiple of tangible
book assets / other valuation measures). Since the initial purchase,. an
additional $[ ] million has been invested by the consortium to (pay down debt
/ expand capacity, etc.). (Describe management changes or other activities /
changes implemented by the consortium partners since purchase)

Financial Performance:



NYDOCS02/43790.12
[provide (a) relevant summary financial data (revenue, EBITDA, net income,
etc.) for each year of ownership, and (b) relevant descriptive measures of
improvement (power generated per employee, % bills collected, reduction in
power losses, etc.]

Investment Attractions: [each described in a 2-3 sentence paragraph]
      ·      Dominant energy provider in region [description]
      ·      Fast-growing region [describe]
·     Low-cost production [describe]
·     Platform for growth
·     Unleveraged asset
·     Opportunity for value increase from efficiency improvements [describe]
·     Potential to offer additional services (cable TV, Internet)
·     Excellent management team [describe]
·     Exit strategy [sale to consortium partners / put arrangement]




NYDOCS02/43790.12
Pagenet do Brasil, S.A. (Pagenet)

Date of Initial Investment     December 1996 Equity Investment
                                     (total and each Citibank & OAM)
Industry                  Paging Services Aggregate Transaction Value

Sourced                                    Voting Shares (combined
7.5%
                                    Citibank & OAM)
Co-Investors                   Warburg         Fully Diluted Ownership            [ ]%
                    Pincus,         (combined Citibank & OAM)
                    PageNet,
                    Groupo Abril,
                    Multipunto/
                    IVP

Company Background:

Pagenet was formed to capitalize on the relatively underserved
telecommunications market in Brazil. In [ ] 1996, Pagenet obtained licenses
for all of Brazil covering [160 million POPs.] [Verify number] Pagenet is
currently the fastest-growing provider of paging services with over [55,000]
subscribers. The Company's operating partner, Pagenet, Inc., is the largest
provider of paging services in the U.S. with over [ ] million subscribers and
has operations in [ ], [ ], and [ ].

Transaction Summary: [Who/how was deal originated? What was OAM's role in
consortium, structuring, bidding? What is OAM's current role? Who at OAM is the
lead principal for the deal?]

Opportunity formed Pagenet with its co-investors in order to bid on the [15-
year] paging licenses being offered by the federal government. The co-investors
have committed $[ ] million making Pagenet one of the strongest capitalized
paging companies in Brazil. [How/when will the OAM commitments be
funded? Other investors' commitments? Are there specific operating targets?]

Financial Performance:
[provide (a) relevant summary financial data (revenue, EBITDA, net income,
etc.) and (b) relevant descriptive measures of growth (subscribers, POPs
covered, services offered, etc.)]

Investment Attractions: [each described in a 2-3 sentence paragraph]




NYDOCS02/43790.12
·       Low telecommunications penetration rate
        ·     Growing demand for inexpensive, reliable communications
        ·     Fragmented competitive environment
        ·     Attractive margins at reasonable consumer prices
        ·     Experienced consortium partners
        ·     State-of-the-art technology
        ·     Potential to offer additional services (data)
        ·     Excellent management team
        ·     Exit strategy [sale to consortium partners / put arrangement]




NYDOCS02/43790.12
        Companhia Vale do Rio Doce (CVRD)1

Date of Initial Investment                         May 1997           Equity Investment
                                                         (total and each Citibank &
                                                         OAM)
Industry                                      Mining            Aggregate Transaction
                                                         Value
Sourced                                                         Voting Shares (combined       8.734%
                                                         Citibank & OAM)
Co-Investors                                       Litel              Fully Diluted Ownership
      2.911%
                                    Participações                         (combined Citibank & OAM)
                                    (describe), CSN,
                                    NationsBank, N.A.,
                                    BNDESPAR,
                                    Clube
                                    (describe)

(1)     50% of Citibank's interest in CVRD will be transferred to the Partnership. See Section VIII: Citibank Closings and
        Contributed Investments


Company Background:

CVRD is the largest producer of iron ore in the world, the largest exporter of
iron ore in the international market, the largest producer of gold in Latin
America, and owns and operates the largest rail transport company in Brazil.
CVRD is vertically integrated, with operations in mines, railroads, ports and a
deep-sea fleet. It has investments both individually and in partnership with
international groups for the extraction and/or production of iron pellets,
aluminum, bauxite, gold, manganese, pulp, paper, and forest products.

Transaction Summary: [Who/how was deal originated? What was OAM's role in
consortium, structuring, bidding? What is OAM's current role? Who at OAM is the
lead principal for the deal?]

The purchase price represents a ([      ] multiple of EBITDA / [ ] multiple of
revenue/[ ] multiple of net earnings/[ ] multiple of tangible book assets / other
valuation measures). Since the initial purchase, an additional $[ ] million has
been invested bv the consortium to (pay down debt / expand capacity, etc.).
(Describe management changes or other activities / changes implemented by
the consortium partners since purchase)

Financial Performance:



NYDOCS02/43790.12
[provide (a) relevant summary financial data (revenue, EBITDA, net income,
etc.) for each year of ownership, (b) relevant descriptive measures of
improvement, sale of assets / paydown of debt and (c) other relevant figures.]

Investment Attractions: [each described in a 2-3 sentence paragraph]

        ·     Dominant worldwide company [description]
        ·     Low-cost production [describe]
        ·     Dollar-based revenues
        ·     Opportunity for value increase from efficiency improvements / sale
        of non-core assets. [describe]
        ·     Excellent management team [describe]
        ·     Strong consortium partners [describe experience]
        ·     Exit strategy [sale to consortium partners / put arrangement]




NYDOCS02/43790.12
Americel, S.A.1

Date of Investment                             June 1997                              Equity Investment                [    ]
Million
                                                    ([ ] OAM, & [ ] Citibank)
Industry                         Mobile                    Aggregate Transaction
                           Telecommunications              Value       $338 Million
Sourced                          Proprietary relationship, Voting Shares [ ]%
                           Citibank, etc.]          Fully Diluted Ownership: [ ]%
Co-Investors                            Bell Canada Int'l,
                           Telesystems Int'l Wireless,
                           Banco do Brasil, Grupo
                           La Fonte and xx Brazilian pension funds.

(1)     Citibank's ownership interest in Americel will be transferred to the Partnership. See Section VIII: Citibank Closings
        and Contributed Investments.


Company Background:

Americel was established in 1997 as a special purpose company that intends to
operate a licensed telecommunications mobile telephone system in the capital
of Brasília and the following Brazilian states, Mato Grosso, Mato Grosso do Sul,
Rondonia, Acare, Tocantins, and Goias (the "Americel Region"). Americel has
executed a 15-year license and has begun to build out the mobile telephone
network, offering services and soliciting customers. The Company will operate
in a region of approximately 12 million inhabitants. Americel is positioned to
be a leading provider of mobile telecommunications services in the region.

Transaction Summary

Citibank and Opportunity invited telecommunications operators Bell Canada
International Inc. and Telesystems International Wireless, Inc. to participate as
strategic partners in the federal government's auction of the "B-band" mobile
telephone frequency. Opportunity led the negotiation and bidding on the
license auction. Price per POP was $[ ], and adjusted for US/Brazil GDP $[ ].

Financial Performance

Through [most recent date], Americel has . . . [Discuss build outs, services
offered, customers obtained, etc.]
Investment Attractions

        ·    Attractive supply and demand fundamentals: The cellular market
        demand in Brazil is expected to increase substantially by the end of this


NYDOCS02/43790.12
        decade. The Americel Region has one of the highest GDP per capita
        growth rates and lowest cellular penetration rates in Brazil, and
        therefore, Americel expects the cellular market demand of the Americel
        Region to increase at least at the same rate as the national demand.

        ·     Reasonable License Fee: On a per POP basis, the licenses obtained
        for the Americel Region are     % lower than the average per POP prices
        paid for other parts of Brazil.

        ·     Experienced Consortium Members: Bell Canada, as part of the
        consortium, is well positioned to operate Americel. Bell Canada has
        substantial experience operating in large territories with low population
        density, such as the Americel Region, and in emerging markets
        worldwide with operations in Colombia, India, China and Taiwan.
        Americel counts among its investors the pension funds of Embratel and
        Telebras. [Need brief descriptions of Embratel and Telebras.]

        ·    [Other Highlights: Interconnect charges, opportunity for other
        businesses, lower competition (only one other operator), etc.]




NYDOCS02/43790.12
        Companhia Energetica de Minas Gerais (CEMIG)

Date of Initial Investment       June 1997          Equity Investment
                                       (total and each Citibank &
                                       OAM)
Industry                   Electricity        Aggregate Transaction
                    production and Value
                    distribution
Sourced                                       Voting Shares (combined       9.4%
                                       Citibank & OAM)
Co-Investors                     Southern           Fully Diluted Ownership      3.13%
                    Electricity,       (combined Citibank & OAM)
                    AES
                    Corporation,
                    [others]

Company Background:

CEMIG produces and distributes [ ]% of the electricity needs of the state of
Minas Gerais, the [ ] largest (by GDP) and fastest-growing state in Brazil.
[Additionally, CEMIG provides [ ]% of the electrical needs of the state of Rio de
Janeiro.] CEMIG sold 32,535 Gwh in [1997], making it the second largest
distribution company in Brazil. [Other descriptive points]

Transaction Summary: [Who/how was deal originated? What was OAM's role in
consortium, structuring, bidding? What is OAM's current role? Who at OAM is the
lead principal for the deal?]

Opportunity and an affiliate of Southern Electricity acquired 32.96% of the
voting stock (representing 10.99% of the total equity) of CEMIG from the State
of Minas Gerais for $[ ]. The purchase price represents a ([ ] multiple of EBITDA
/ [ ] multiple of revenue / [ ] multiple of net earnings/[ ] multiple of tangible
book assets / other valuation measures). Since the initial purchase, an
additional $[ ] million has been invested by the consortium to (pay down debt
/ expand capacity, etc.). (Describe management changes or other activities /
changes implemented by the consortium partners since purchase)

Financial Performance:
[provide (a) relevant summary financial data (revenue, EBITDA, net income,
etc.) for each year of ownership, and (b) relevant descriptive measures of
improvement (power generated per employee, % bills collected, reduction is
power losses, etc.]




NYDOCS02/43790.12
Investment Attractions: [each described in a 2-3 sentence paragraph]

        ·     Dominant energy provider in region [description]
        ·     Fast-growing region [describe]
        ·     Low-cost production [describe]
        ·     Opportunity for value increase from efficiency improvements
        [describe]
        ·     Excellent management team [describe]
        ·     Strong consortium partners [describe experience]
        ·     Exit strategy [sale to consortium partners / put arrangement]




NYDOCS02/43790.12
        Port of Santos (SANTOS)1

Date of Initial Investment            September 1997 Equity Investment           $[    ]
(equivalent                                             (total and each Citibank           of R$66.325
                                            & OAM)
Industry                        Port and          Aggregate Transaction Value $[       ]
(equivalent                           container                                  of
R$274.5                               terminal
Sourced                                           Voting Shares (combined        [ ]
                                            Citibank & OAM)
Co-Investors                          [describe]        Fully Diluted Ownership            35.0%
                                            (combined Citibank & OAM)

(1)     This investment is in the Partnership.


Company Background:

Santos is one of three container port terminals accessing the Atlantic Ocean
and is located [ ] miles south of São Paulo. In 1997, Santos handled
approximately [ ]% of all container traffic for the State of São Paulo and
handled approximately [ ]% of all container traffic for Brazil. Of the three
terminals in Santos, the Company is the only one with a direct link to the rail
network which provides a distinct cost advantage in handling cargo. Santos
has a three-year operating contract with HBLA [need full name], a Hamburg-
based port operator that [is the world's largest container port terminal
operator]. (Other points describing the high quality of SANTOS]

Transaction Summary: [Who/how was deal originated? What was OAM's role in
consortium, structuring, bidding? What is OAM's current role? Who at OAM is the
lead principal for the deal?]

Opportunity organized a consortium to acquire the concession to operate
Santos for 25 years. Opportunity and the co-investors own 100% of the
concession. The purchase price represents a ([ ] multiple of EBITDA / [ ]
multiple of revenue / [ ] multiple of net earnings / [ ] multiple of tangible book
assets / other valuation measures). Since the initial purchase, an additional $[
] million has been invested by the consortium to (pay down debt / expand
capacity. etc.). (Describe management changes or other activities / changes
implemented bv the consortium partners since purchase.)

Financial Performance:

[Provide (a) relevant summary financial data (revenue, ebitda, net income, etc.),
and (b) relevant descriptive measures of improvement (tons handled per


NYDOCS02/43790.12
employee, reduction in lost shipments, increase in market share / number of
contracted customers, etc.).]

Investment Attractions: [each described in a 2-3 sentence paragraph]

        ·     Best access to the port [description]
        ·     Low cost service provider [describe]
        ·     São Paulo is the largest market in Latin America. [describe]
        ·     Unleveraged asset
        ·     Opportunity for value increase from efficiency improvements
        [describe]
        ·     Excellent management team [describe]
        ·     Contract with world-class operator
        ·     Exit strategy [sale to consortium partners / put arrangement]




NYDOCS02/43790.12
Metro of Rio de Janeiro (METRO)1

Date of Initial Investment              [ ] 1998           Equity Investment            $[ ]
                                              (total and each Citibank & OAM)
Industry                          Subway             Aggregate Transaction Value $[ ]
                            transportation
                            services
Sourced                                              Voting Shares (combined Citibank    [ ]%
                                              & OAM)
Co-Investors                            [ ]                Fully Diluted Ownership              [ ]%
                                              (combined Citibank & OAM)

(1)     This investment is in the Partnership.


Company Background:

Metro is the monopoly provider of subway transportation services in the city of
Rio de Janeiro. [Metro handles an average of over [ ] million riders per day.
Metro has a better "on-time" schedule and is a more convenient alternative
than buses, which are often caught in Rio de Janeiro's's traffic. Metro has a [
] year operating contract with [ ] that is [ ]. (Other points describing the high
quality of METRO)]

Transaction Summary: [Who/how was deal originated? What was OAM's role in
consortium, structuring, bidding? What is OAM's current role? Who at OAM is the
lead principal for the deal?]

Opportunity organized a consortium to acquire the concession to operate Metro
for 25 years. Opportunity and the co-investors own 100% of the concession.
The purchase price represents a ([ ] multiple of EBITDA / [ ] multiple of
revenue / [ ] multiple of net earnings / [ ] multiple of tangible book assets /
other valuation measures). Since the initial purchase, an additional $[ ]
million has been invested by the consortium to (pay down debt / expand
capacity, etc.). (Describe management changes or other activities / changes
implemented by the consortium partners since purchase.)

Financial Performance:

[Provide (a) relevant summary financial data (revenue, EBITDA, net income,
etc.), and (b) relevant descriptive measures of improvement (riders handled per
employee, electricity use per mile, increase in market share / number of
contracted customers, etc.) also describe strategic plan.]

Investment Attractions: [each described in a 2-3 sentence paragraph]


NYDOCS02/43790.12
        ·     Low cost service provider [describe]
        ·     Ridership in Rio de Janeiro is rapidly growing [describe]
        ·     Opportunity for value increase from efficiency improvements
        [describe]
        ·     Excellent management team [describe]
        ·     Contract with world-class operator
        ·     Exit strategy [sale to consortium partners / put arrangement]
        ·     Others




NYDOCS02/43790.12
Soccer Team1

Date of Initial Investment            [ ] 1998           Equity Investment               $[ ]
                                            (total and each Citibank & OAM)
Industry                        Soccer team        Aggregate Transaction Value    $[ ]

Sourced                                               Voting Shares (combined Citibank   [ ]%
                                                 & OAM)
Co-Investors                            [ ]                 Fully Diluted Ownership             [ ]%
                                                 (combined Citibank & OAM)

(1)     This investment is in the partnership.


Company Background:

[Soccer Team was established in 19[ ] and is the [oldest soccer] club in Bahia.
In 1997, Soccer Team had attendance of over [ ] million for its games making it
the most popular team in Brazil. In addition, the Neilson ratings for the Soccer
Team games ranked it the second most watched event after [ ], one of the
Brazilian soap operas. In 199[ ], 199[ ], and 199[ ], the Soccer Team won the
[Brazilian national championship]. The Soccer Team has [ ] members on
Brazil's national soccer team, more members than any other soccer team in
Brazil. Together with the contract rights to the players, the consortium also
owns the [ ] club (which has [ ] members, [ ] tennis courts, etc.); the [ ]-seat
stadium, which was constructed in 199[ ]; all license rights to television and
radio broadcasting, the Soccer Team logo and Soccer Team name. (Other
points describing the high quality of Soccer Team.)].

Transaction Summary: [Who/how was deal originated? What was OAM's role in
consortium, structuring, bidding? What is OAM's current role? Who at OAM is the
lead principal for the deal?]

The Soccer Team had previously been owned by [ ] who wanted to sell because
[ ]. Opportunity organized a consortium to acquire Soccer Team. Opportunity
and the co-investors own 100% of the Soccer Team. The purchase price
represents a ([ ] multiple of EBITDA / [ ] multiple of revenue / [ ] multiple of
net earnings / [ ] multiple of tangible book assets / other valuation measures).
Since the initial purchase, an additional $[ ] million has been invested by the
consortium to (pay down debt / expand capacity, etc.). (Describe management
changes or other activities / changes implemented bv the consortium partners
since purchase.)
Financial Performance:




NYDOCS02/43790.12
[Provide (a) relevant summary financial data (revenue, EBITDA, net income,
etc.), and (b) relevant descriptive measures of improvement (new broadcast
contracts. improvement in rankings, etc.), also describe strategic plan.]

Investment Attractions: [each described in a 2-3 sentence paragraph]

        ·       Most popular team in Brazil [describe]
        ·       Potential for attendance growth [describe]
        ·       Increased revenue from new broadcast contract [describe]
        ·       Opportunity for licensing [describe]
        ·       Excellent management team [describe]
        ·       Exit strategy [sale to consortium partners / put arrangement]
        ·       Others




NYDOCS02/43790.12
VII. SIDE-BY-SIDE INVESTING

Side-by-Side Investing

Brazil's current legal and regulatory restrictions make it very difficult for
Brazilian institutional investors, especially Brazilian pension funds, to invest in
an off-shore investment vehicle (e.g. the Off-Shore Fund) even if such monies
will ultimately be invested in Brazil. Accordingly, the General Partner has
established the Brazilian Investment Vehicles to accommodate the needs of
Brazilian -based investors.      The General Partner, to the extent deemed
practicable and advisable and not inconsistent with its fiduciary obligations,
shall cause, or, to the extent limited by the requirement to obtain approval of a
separate advisory or investment committee, shall use their best efforts to
cause, each of the Brazilian Investment Vehicles to make, pro rata investments
and divestments alongside each other on the same terms and conditions in
accordance with the Operating Agreement and the Partnership Agreement. The
General Partner and Opportunity Invest (as the direct or indirect controlling
shareholder of the other Managers) will use their best efforts to identify
investments in which each of the Brazilian Investment Vehicles is legally and
otherwise eligible to participate. Notwithstanding the foregoing, neither Fund
will be restricted from making any investment due to the failure of the other
Fund to have sufficient unused commitments to fund such investment.

The Brazilian Investment Vehicles

The General Partner believes that there is significant added value in joining
international institutional investors with Brazilian institutional investors. The
forging of international cooperative business relationships is a key step in
Brazil's future long-term development. As global integration continues, it is
increasingly important for both financial and strategic investors to forge
mutually beneficial cross-border alliances. [The General Partner believes that
the inclusion of Brazilian institutional investors in investor groups provides an
advantage over purely non-Brazilian investor groups when negotiating with
potential targets and when bidding on governmental privatizations.]

The On-Shore Fund

The General Partner has established a Brazilian vehicle, named
CVC/Opportunity Equity Partners Fundo Mútuo de Investimento em Ações-
Carteira Livre (the On-Shore Fund), to facilitate commitments from Brazilian
institutional investors. The On-Shore Fund is subject to certain restrictions
imposed on it by the CVM, the Brazilian Securities and Exchange Commission,
including restrictions related to the organizational structure of the On-Shore
Fund and the composition of the On-Shore Fund's portfolio. In addition, the


NYDOCS02/43790.12
Banco Nacional de Desenvolimento Economico E Social Participaçoes(the
"BNDESPAR") has imposed certain restrictions as a condition of the
BNDESPAR's decision to invest in the On-Shore Fund, including restrictions
related to the composition of the On-Shore Fund's portfolio and the
appointment of individuals to the On-Shore Fund's investment committee. See
Appendix II — The On-Shore Fund for detailed description of the On-Shore
Fund.

The General Partner believes that the BNDESPAR's role as an investor is
important and that the government's attempt to encourage private equity in
Brazil should be supported. The General Partner believes that the restrictions
or conditions of the CVM and the BNDESPAR will not materially impact the
ability of the General Partner to make investments on behalf of the Partnership
or to hold and exit such investments on a pro rata basis with the On-Shore
Fund and on the same terms and conditions as the On-Shore Fund. The
General Partner believes that the benefits of the participation of the
BNDESPAR, one of Brazil's leading institutions, as an investor in the On-Shore
Fund, outweigh any restrictions imposed on the On-Shore Fund and Off-Shore
Fund thereby.

Parallel Funds

The General Partner or an affiliate under common control with the General
Partner may establish and close one or more Parallel Funds up until December
31, 1998 in order to accommodate additional Brazilian Institutional investors
who did not participate in the on-shore fund. The Parallel Funds will be
established and operated on a side-by-side basis with the other Brazilian
Investment Vehicles, investing in the same class or series of securities and on
the same terms, and divesting at the same time and under the same conditions
as the other Brazilian Investment Vehicles as provided in the Operating
Agreement and the Partnership Agreement. [Parallel Funds shall participate
only in investments made subsequent to their formation.] Each Parallel
Fund will be managed by either the General Partner or an affiliate Under
Common Control With the General Partner (a "Parallel Fund Portfolio
Manager"). The General Partner or Parallel Fund Portfolio Manager, as the case
may be, shall have the same degree of authority over the Parallel Fund as the
General Partner has over the Partnership or the Brazilian Portfolio Manager
has over the On-Shore Fund, as appropriate in accordance with the jurisdiction
of organization of the Parallel Fund. Parallel Funds may or may not, depending
on the number of investors and the form of the investment vehicle, be subject
to the same investment restrictions as the On-Shore Fund. No Parallel Funds
have been established to date.

Opportunity Investment Vehicles


NYDOCS02/43790.12
Opportunity Invest has committed to invest US$30 million on a side-by-side
basis with the Off-Shore Fund, the On-Shore Fund and any Parallel Funds (the
"Initial Opportunity Commitment"). This commitment may be increased to
US$100 million at the discretion of Opportunity Invest (the increase being the
"Additional Opportunity Commitment," and, together with the Initial
Opportunity Commitment, being the "Opportunity Commitment").              The
Opportunity Commitment may exceed US$100 million with the approval of
each Significant Investor.

Opportunity Invest will invest the Opportunity Commitment through one or
more special purpose vehicles (each, an "Opportunity Investment Vehicle").
The Opportunity Investment Vehicles will also be the vehicles through which
the Principals will invest their personal resources into Portfolio Investments.
Affiliates of Opportunity Invest shall also be allowed to invest through
Opportunity Investment Vehicles.        The Opportunity Commitment will be
reduced on a dollar-for-dollar basis for any amounts invested by the Principals,
Persio Arida, Dorio Ferman and/or any affiliate of Opportunity. However,
affiliates of Opportunity Invest (excluding the Principals), may not contribute
more than one-third of the total equity of any Opportunity Investment Vehicle.

The Brazilian Portfolio Manager and the On-Shore Fund:

The Brazilian Portfolio Manager, an affiliate under common control with the
General Partner, serves as the manager of the On-Shore Fund directing its
investment and divestment decisions. The On-Shore Fund was established to
address Brazilian legal restrictions which limit certain Brazilian institutional
investors from investing in Brazil through off-shore vehicles. The Opportunity
Investment Vehicles will be managed by the General Partner or an Affiliate
Under Common Control With the General Partner directing their investment
and divestment decisions (an "Opportunity Portfolio Manager").               The
Opportunity Investment Vehicles shall, except where otherwise allowed, invest
in the same class or series of securities and on the same terms, and divest at
the same time and under the same conditions as provided in the Operating
Agreement and the Partnership Agreement. The General Partner or the
applicable Opportunity Portfolio, as the case may be, shall have the same
degree of authority over the Opportunity Investment Vehicles as the General
Partner has over the Partnership or the Brazilian Portfolio Manager has over
the On-Shore Fund. "Control," in the context of the term "Under Common
Control With," as used with respect to any person, means the direct or indirect,
through one or more intermediaries, ownership of 99% or more of the voting
shares or quotas of such person.




NYDOCS02/43790.12
        VIII. CITIBANK CLOSINGS AND CONTRIBUTED INVESTMENTS

On September 17, 1997 (the "First Citibank Closing") Citibank entered into an
Amended and Restated Limited Partnership Agreement as a Limited Partner in
CVC/Opportunity Equity Partners, L.P. for the purpose of investing in the Port
of Santos investment. The investment was made by the On-Shore Fund, and
the Off-Shore Fund's portion [has been/was] warehoused by an affiliate of
Opportunity.      With the proceeds from a Capital Call notice delivered
[__________], the Off-Shore Fund [will purchase/purchased] [type of interest]
for [amount].

On December 30, 1997 (the "Second Citibank Closing") Citibank, through
International Equity Investments, Inc., a wholly owned subsidiary of Citibank,
confirmed its commitment to the Off-Shore Fund of the lesser of (i) US$250
million and (ii) 40% of the combined commitments of the Brazilian Investment
Vehicles Funds.      In addition, the Operating Agreement governing the
relationship among the Brazilian Investment Vehicles was signed on this date.

As part of its commitment, Citibank [may] contribute approximately 50% of
[each of its US$30.4 million investment in Americel and] its US$97.0
million investment in CVRD to the Brazilian Investment Vehicles. Citibank
executed each of these investments in contemplation of and structured the
transactions with the possibility of contributing a significant portion of each to
the Brazilian Investment Vehicles.

Citibank may contribute its investments on or after the Second Citibank
Closing as a Capital Contribution, [which will be valued at cost plus interest,
provided that any such contribution by Citibank must be made on or before
March 31, 1998.]

  See Section VI: Transaction Summaries for descriptions of [Americel and]
  CVRD. The brief profiles do not purport to be complete. Each prospective
Limited Partner is encouraged to make its own inquiries regarding the Citibank
 Contributed Investments, including obtaining additional information from the
General Partner regarding the Citibank Contributed Investments and the terms
and conditions of the Partnership's [expected] investments in such companies.




NYDOCS02/43790.12
                       IX. INVESTOR CONSIDERATIONS

Risk Factors — General

        ·      The Partnership has no previous operating history and will be
        entirely dependent upon the General Partner, which in turn will rely
        upon the expertise of the Principals. While the General Partner intends
        to make investments that have estimated returns commensurate with
        the risks undertaken, there can be no assurance of success or that the
        Partnership will achieve its investment objective.     In addition, no
        assurance can be made that any or all of the Principals will remain
        employed by the General Partner.

        ·      The Partnership's investments may be in companies whose capital
        structures employ a high degree of leverage. Such investments involve a
        high degree of risk in that adverse fluctuations in the cashflow of such
        companies, or increased interest rates, may impair their ability to meet
        their obligations.

        ·     The securities in which the Partnership will invest typically will be
        among the most junior in a Portfolio Investment's capital structure, and
        thus subject to the greatest risk of loss.

        ·     Many of the investments of the Partnership initially may not have
        any readily available public market. Achieving a public market and,
        ultimately, disposing of such investments may require a lengthy time
        period and could, if no public market is achieved, result in distributions
        in kind to the Partners.

        ·      An investment in the Partnership requires the financial ability and
        willingness to accept substantial risk and illiquidity.        The Limited
        Partnership Interests will not be registered under the Securities Act or
        the securities laws of any state or other jurisdiction, and the Partnership
        will not be registered under the Investment Company Act. There will be
        no public market for the Limited Partnership Interests, and none is
        expected to develop. The Limited Partnership Interests will not be
        redeemable and will not ordinarily be transferable. Investors may not be
        able to liquidate their investments prior to the end of the Partnership's
        term.

        ·     The General Partner generally will establish the capital structure of
        companies and projects in which the Partnership invests on the basis of
        financial projections for such companies and projects.            Projected
        operating results will normally be based primarily on management


NYDOCS02/43790.12
        judgments. In all cases, projections are only estimates of future results,
        which are based upon assumptions made at the time that the projections
        are developed. There can be no assurance that the projected results will
        be obtained and actual results may vary significantly from the
        projections. General economic conditions, which are not predictable,
        may have a material adverse impact on the reliability of projections.
        ·      The private equity-related investment industry in Brazil in which
        the Partnership will be engaged is expected to become very competitive.
        There can be no certainty that the General Partner will identify a
        sufficient number of attractive investment opportunities to enable the full
        amount of capital committed to the Partnership to be invested.

        ·      The Partnership may hold a non-controlling interest in certain
        Portfolio Investments and, therefore, may have a limited ability to protect
        its position in such Portfolio Investments.

        ·     Certain Portfolio Investments may constitute, for U.S. federal tax
        laws, passive foreign investment corporations.

        ·     The Partnership's stated goal of making parallel investments with
        the On-Shore Fund, the Opportunity Invest Investment Vehicle and any
        Parallel Fund, pro rata and on the same terms may restrain somewhat
        the type and nature of investments available to the Partnership.

        ·      In the event the Partnership were to be liquidated or dissolved
        following an event of Early Termination or otherwise, because the
        Partnership's investments will be made parallel to the On-Shore Fund,
        the Opportunity Investment Vehicles and any existing Parallel Funds
        (none of which may be liquidating or dissolving at such time and which
        may be continuing their ordinary course investing activities), it may be
        more difficult for the General Partner or liquidating trustee to dispose of
        the Partnership's investments than would otherwise be the case if the
        Partnership's investments were not made parallel to the On-Shore Fund,
        the Opportunity Invest Investment Vehicle and any existing Parallel
        Fund.

        ·    Any change in the tax laws or other regulations or laws of Brazil,
        The Cayman Islands or any applicable jurisdiction could have an adverse
        impact on a Partner's investment in the Partnership. See Section IX:
        Investor Considerations — Tax Considerations.

        ·     The investors in the On-Shore Fund will, and investors in a
        Parallel Fund may, make commitments in reais and the commitments



NYDOCS02/43790.12
        will not be indexed to inflation, the U.S. dollar, or any other index.
        Changes in the exchange rate and inflation will cause a change in the
        value of the commitments of the On-Shore Fund and any Parallel Fund
        relative to the Partnership's commitments. Any such change could
        potentially affect the synergies derived from the initial distribution of
        relative value between the On-Shore Fund, the Opportunity Invest
        Investment Vehicle, any Parallel Fund and the Off-Shore Fund.

        Year 2000 Compliance

        ·      It is possible that the General Partner's currently installed
        operating system, software application systems, third-party data
        interfaces and software products, working either alone or in conjunction
        with other software systems, will not accept input of, store, manipulate
        and output dates falling in the years 1999, 2000 or thereafter without
        error or interruption.      [The General Partner has hired an outside
        consulting firm to conduct a review of such systems, interfaces and
        products in order to identify affected components and then to assist the
        General Partner in the implementation of a plan to address any Year
        2000 problem that the General Partner's computer systems may face in
        currently processing date information. The General Partner is also
        querying the vendors of significant amounts of goods and services it
        receives, as well as its significant affiliated and unaffiliated business
        partners, as to such other companies' own plans and progress in
        identifying and addressing the Year 2000 problem in their respective
        operations. There can be no assurance that the General Partner will
        identify all elements of the Year 2000 problem in its computer systems or
        in those of its vendors or business partners in advance of the occurrence
        of any related consequences or that the General Partner will be able to
        timely and effectively remedy any such problem that may be discovered.
        In the event that any serious Year 2000 problem exists at the General
        Partner, the failure by the General Partner to identify and timely address
        such problem, or the expenses or liabilities to which the General Partner
        may become subject as a result of such problems, might adversely affect
        the General Partner's business, financial condition and results of
        operations, perhaps materially.

Partnership's Investment Strategies

        ·     There can be no assurances that Daniel Dantas' successful
        investment strategies, as adopted by the General Partner on behalf of the
        Partnership, will have similar results as in the past.




NYDOCS02/43790.12
Risk Factors — Brazil

Political and Economic Factors

        ·     The Brazilian political climate has been marked by high levels of
        uncertainty since the return to civilian rule in 1985 after 20 years of
        military government.        The death of a President-elect and the
        impeachment of another President, as well as frequent turnovers at and
        immediately below the cabinet level, particularly in the economic area,
        have contributed in the past to the absence of a coherent and consistent
        policy to confront Brazil's economic problems. In this context, there can
        be no guarantee that the expected privatizations and other government-
        sponsored infrastructure projects will occur.

        ·      The Brazilian economy has been characterized by frequent and
        occasionally drastic intervention by the Brazilian Federal Government
        (the "Government"), which has often changed monetary, credit, tariff and
        other policies to influence Brazil's economy. Changes in such policies
        could adversely affect private sector companies, including the Portfolio
        Investments.
        ·      The Government has often taken interventionist actions such as
        price controls, raising tariffs, credit restrictions, increasing taxation,
        freezing bank accounts and imposing capital controls to control inflation.
        Changes in such policies may adversely affect private sector companies,
        including the Portfolio Investments, as may inflation, devaluation, social
        instability and other political, economic or diplomatic developments, and
        the Government's response to such developments.

        ·      Mr. Fernando Henrique Cardoso, the current President, has
        continued his support for the latest economic and stabilization plan (the
        "Real Plan"), which has reduced inflation since the introduction of the
        Real Plan in July 1994. President Cardoso has continued to support
        free-market reforms and privatization increases in recent years, and in
        this regard his administration has proposed measures for the
        liberalization of the state energy and telecommunications monopolies
        and the privatization of a number of state-owned enterprises. No
        assurance can be given that such support will be continuing into the
        future.

        ·      President Cardoso was elected in 1994 as the leader of a coalition
        of political parties and governs Brazil by coalition government. As a
        result, President Cardoso's leadership of Brazil is likely to be subject to
        more compromises and accommodations than if his party had received



NYDOCS02/43790.12
        support from the majority of voters. New presidential elections will be
        held in 1998 and President Cardoso is a candidate for reelection
        supported by the same coalition which elected him in 1994. There can
        be no assurance that President Cardoso will be reelected and that the
        coalition will maintain its cohesion and maintain political control of
        Brazil.

        ·      The Government's desire to control inflation and to reduce budget
        deficits may cause it to take actions to slow the Brazilian economy or
        limit growth.

Reporting Standards

        ·      Companies in Brazil are subject to accounting, auditing and
        financial standards and requirements that differ, in some cases
        significantly, from those applicable under U.S. GAAP. In addition, since
        inflation accounting principles were abolished by statute in December
        1995, distortions in financial statement presentation and year-to-year
        comparisons of a company's financial statements may be difficult to
        understand or meaningless.

Restrictions and Controls on Foreign Investments

        ·      Foreign investment in securities of Brazilian issuers is restricted or
        controlled to varying degrees. These restrictions or controls may at times
        limit or preclude foreign investment in certain issuers and increase the
        costs and expenses of the Partnership.

        ·     Brazil requires registration of investments by foreign persons with
        the Central Bank. Brazil also restricts investment opportunities by
        foreigners in certain industries.

        ·      The Partnership anticipates generally making investments in Brazil
        pursuant to Annex IV. Under this regulation, the Partnership will
        generally be unable to invest directly in unlisted equity securities in
        Brazil, to acquire, by itself, a controlling interest in a company in Brazil
        and to increase its participation in companies already controlled by it
        and will be subject to certain withholding taxes. Investments made
        outside Annex IV regulations are not subject to such restrictions in the
        acquisition of controlling interests or increase of participation but are
        subject to certain additional withholding taxes on capital gains. The
        General Partner does not believe that these restrictions will adversely
        affect the General Partner's ability to achieve its investment objective or



NYDOCS02/43790.12
        that they will affect the Partnership's performance, although there can be
        no assurances.

Foreign Exchange Risk

        ·      Contributions to the Partnership and distributions from the
        Partnership will be denominated in U.S. dollars. Investments will
        generally be denominated in Brazilian Reais. As a result, the return of
        the Partnership on any investment, as measured in U.S. dollars, will be
        affected by fluctuations in currency exchange rates and exchange control
        regulations, as well as by the success of the investment itself. In
        addition, the Partnership may incur costs in connection with conversions
        between various currencies.

        ·      The Real Plan restricted the use of price indexing, which
        restrictions may have favorably contributed to the stability of the
        currency. However, there can be no guarantee that the current policy
        will continue or what the effects of a return to price indexing would mean
        for the economy.

    Foreign Exchange Rates and Exchange Controls

        ·      There are presently two separate foreign exchange markets in
        Brazil. The first is the commercial or official market (the "Commercial
        Market") in which trade-related transactions, certain foreign currency
        investments, including direct investments in companies in Brazil and
        funds entering Brazil for Annex IV purposes and financial transactions
        registered with the Central Bank are carried out. Authorized Brazilian
        banks buy and sell currency in the Commercial Market at negotiated
        rates. The Central Bank frequently intervenes in this market to control
        the exchange rate fluctuation. The purchase of foreign exchange for
        repatriation of registered capital invested in Brazil, for remittance of
        dividends and for payment of principal of and interest on loans, notes,
        bonds and other debt instruments denominated in foreign currencies
        and duly registered with the Central Bank, is made in the Commercial
        Market.      The obligors under such obligations may purchase the
        necessary foreign exchange to make the required payments abroad by
        presenting to a bank authorized to deal in foreign exchange the
        certificate of registration issued by the Central Bank in connection with
        such obligations.

        ·      The other foreign exchange market is the floating rate market (the
        "Floating Rate Market"). The Floating Rate Market, developed initially for



NYDOCS02/43790.12
        the tourism industry, was later expanded to allow remittance of foreign
        currency in connection with certain transactions for which the Central
        Bank's prior approval is not generally required. Although not subject to
        approval, all transactions carried out through the floating rate market
        are reported by the authorized banks with the Central Bank through a
        computer linked system called SISBACEN system. Foreign currency
        necessary for payment of amounts pursuant to transactions permitted to
        be conducted through the Floating Rate Market may be freely purchased
        from an authorized bank by complying with the applicable regulations.

Third-Party Involvement

        ·      The Partnership may co-invest with third parties, in addition to the
        On-Shore Fund, Opportunity (pro rata based on its commitments to the
        Opportunity Invest Investment Vehicle) and any Parallel Fund, through
        partnerships, joint ventures or other entities. Such investments may
        involve risks not present in investments where a third party is not
        involved, including the possibility that a third party co-venturer or
        partner may at any time have economic or business interests or goals
        that are inconsistent with those of the Partnership or may be in a
        position to take action contrary to the Partnership's investment
        objectives. In addition, the Partnership may in certain circumstances be
        liable for actions of its third party co-venturers or partners.

Reliance on Portfolio Investment Management

        ·     The General Partner will monitor the performance of each
        investment, in most cases, through active participation on the board of
        directors or other governing body of the Portfolio Investments and by
        maintaining an ongoing dialogue with the management of each Portfolio
        Investment. However, it will primarily be the responsibility of the
        management of each Portfolio Investment to operate such company on a
        day-to-day basis.

        ·     Although it is the intent of the Partnership to invest in companies
        with strong operating management that have successful track records,
        there can be no assurance that the existing management, or any new
        management in a Portfolio Investment, will be able to successfully
        operate the Portfolio Investment.

Risk Factors — Potential Conflicts of Interest




NYDOCS02/43790.12
Except as otherwise expressly indicated, nothing contained herein or in the
Limited Partnership Agreement will restrict the activities and operations of
Opportunity, the General Partner, the Principals, Citibank or their respective
affiliates. There may arise future instances in which the interests of the
Partnership conflict with the interests of Opportunity, the General Partner, the
Principals, Citibank or their affiliates, including:

        ·     Citibank will continue with its normal course of banking business,
        both in Brazil and internationally. It is entirely possible that Citibank
        may be chosen to provide acquisition financing by a consortium
        competing with the Partnership in a privatization or government-
        sponsored auction.

        ·      In the Brazilian private sector, Citibank will continue to exercise its
        authority under U.S. banking regulations (Regulation "K") and seek out
        those and invest in those investments that do not reach the threshold of
        US$25 million and has no obligation to refer these potential investments
        to the Partnership.

        ·      Opportunity will continue with its normal asset management and
        investment banking activities. Its commitment of human and financial
        resources to the Partnership will in no way impair or interrupt its current
        activities and future plans, save for its institutional renouncement to
        involve itself in the field of private equity investment and privatizations
        during the life of the Partnership. However, Opportunity will continue its
        normal investing activities in companies that may, in the future, become
        the object of privatization.

        ·     [Opportunity Invest was created by Opportunity as a corporate
        entity that could be utilized on short notice for any purpose deemed
        appropriate by Opportunity. Ownership of Opportunity Invest was
        [transferred to Daniel, Persio and Dorio prior to the Second Citibank
        Closing and prior to its incurrence of any liabilities.] Opportunity
        Invest is not constrained by its charter and by-laws from conducting any
        particular type of business and it may pursue business other than as
        shareholder of the General Partner. However, Daniel Dantas is obligated
        to devote his full business time and attention to the Brazilian Investment
        Vehicles and the Existing Instruments for as long as he remains the Key
        Man.]

        ·      Certain of the Principals who will play key roles in managing the
        Partnership and Mr. Persio Arida may spend substantial amounts of
        their time on the Existing Investments, for which they may be separately
        compensated.


NYDOCS02/43790.12
        ·     It is also possible that existing business relationships at
        Opportunity (with clients of Opportunity and/or its non-Partnership
        based employees) may lead to conflicts. Mr. Daniel Dantas will devote
        his full business time to the Brazilian Investment Vehicles and the
        Existing Investments, but will retain his equity interest in Opportunity.

        ·     The existence of the General Partner's carried interest may create
        an incentive for the General Partner to make more speculative
        Partnership investments than it would otherwise make in the absence of
        such performance-based compensation.

        ·     The appropriate allocation of fees and expenses generated in the
        course of making and evaluating investments for the Partnership will be
        determined by the General Partner in its sole discretion.

        ·      While the Brazilian Investment Vehicles intend to invest and divest
        alongside each other on the same terms and conditions, regulatory
        constraints and the guidelines and investment restrictions of each of the
        Brazilian Investment Vehicles may result in the General Partner making
        decisions that may benefit one of the Brazilian Investment Vehicles more
        than, or at the expense of, another.

Indemnification

        The Partnership shall indemnify the General Partner and its
shareholders, directors, officers, employees, agents and Affiliates (and their
respective shareholders, partners, directors, officers, employees, agents and
Affiliates) (collectively, excluding the General Partner, the "GP Indemnified
Affiliates") against any losses, liabilities, damages or expenses (including,
without limitation, reasonable attorneys' fees and expenses in connection
therewith and, except as hereinafter provided, amounts paid in settlement
thereof) (collectively, "Liabilities") to which the General Partner or any GP
Indemnified Affiliate may directly or indirectly become subject in connection
with the Partnership or in connection with any involvement with a Portfolio
Investment on behalf of the Partnership (including serving as an officer,
director, consultant or employee of any Portfolio Investment), but only to the
extent that the General Partner or such GP Indemnified Affiliate (i) acted in
good faith, provided that, for purposes of determining the existence of a GP
Indemnified Affiliate's good faith, a rebuttable presumption of good faith on
behalf of such GP Indemnified Affiliate shall exist and (ii) did not engage in
conduct that constitutes a breach of fiduciary duty, fraud, gross negligence,
willful malfeasance or a material breach of any provision of this Agreement,
and in the case of any conviction in a criminal action or proceeding, had no


NYDOCS02/43790.12
reasonable cause to believe that his or her conduct was unlawful, provided that
(A) no indemnification shall be available for any claim or action (or related
liabilities or expense) asserted by the General Partner or any GP Indemnified
Affiliate against the Partnership (other than to enforce a right of
indemnification hereunder) or any Limited Partner, (B) no indemnification shall
be available for any amount paid in any compromise or settlement unless the
same shall be approved in advance in writing by the Advisory Committee, and
(C) as to any claim, liability, expense, loss or damage referred to above arising
out of any transaction or investment in which the Partnership, the On-Shore
Fund, an Opportunity Invest Investment Vehicle and any Parallel Funds are
investors, the Partnership shall only be responsible for its pro rata share of any
payment or economic burden in respect of Liabilities, based on the amount of
the Partnership's investment in such transaction or investment as a percentage
of the total investments made by the Partnership, the On-Shore Fund, the
Opportunity Invest Investment Vehicle and the Parallel Funds, if any, in such
transaction or investment. The Partnership may in the good faith judgment of
the General Partner pay the expenses incurred by any such GP Indemnified
Affiliate indemnifiable hereunder in connection with any proceeding in advance
of the final disposition, so long as the General Partner receives a written
undertaking, in form and content approved by the Partnership's counsel and
provided in advance of use to and approved by the members of the Advisory
Committee, by such GP Indemnified Affiliate to repay the full amount advanced
if there is a determination by a court of competent jurisdiction that such GP
Indemnified Affiliate did not satisfy the standards set forth in the preceding
sentence or that such GP Indemnified Affiliate is not entitled to indemnification
for other reasons; provided that no such advance may be made without the
prior written approval of the Advisory Committee in the case of any claim or
action by the Partnership or in the nature of a derivative action or by any
Limited Partner.     The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the General Partner or
any other GP Indemnified Affiliate did not act in good faith, did not act in the
best interests of the Partnership, was grossly negligent or engaged in willful
malfeasance. The General Partner may have the Partnership purchase, at the
Partnership's expense, insurance to insure the General Partner or any other
Indemnitee against liability for any breach or alleged breach of their fiduciary
responsibilities; any such insurance will not, however, relieve the Partnership
from the indemnity obligations due hereunder.

Brazilian Ownership Regulations




NYDOCS02/43790.12
The General Partner intends to make investments in Brazil on behalf of the
Partnership through what it deems to be the most advantageous structure
available as determined on a case by case basis.

Annex IV

The General Partner expects to make many of the Portfolio Investments via a
managed securities portfolio (the "Managed Portfolio") pursuant to Annex IV to
National Monetary Council of Brazil's Resolution Nº 1,289 of March 20, 1987
as amended ("Annex IV"). The organization and operation of the Managed
Portfolio by an institutional foreign investor depends on prior authorization by
the CVM. [The Partnership expects to receive authorization from the CVM to
establish a Managed Portfolio.] In addition to obtaining the CVM's prior
authorization, the Annex IV Administrator (the "Annex IV Administrator") is
required, pursuant to Annex IV, to register the funds invested in Brazil with
the Central Bank of Brazil within five days of actual investment.

Under Annex IV, which may be changed by the National Monetary Council of
Brazil at any time, assets of the Managed Portfolio may only be invested in: (i)
securities issued by publicly held corporations (with the exception of fixed-
income securities) acquired on Brazilian stock exchanges or on organized over-
the-counter markets authorized by the CVM, unless the acquisition is made by
subscription or derived from stock dividends or conversion of debentures into
stock; (ii) publicly offered convertible debentures issued as of November 1,
1996 (with the exception of those issued by leasing companies and special
purpose corporations as defined in Resolution 2,026, of November 24, 1993),
with a term of maturity of at least three years, which do not provide for
redemption, amortization or reschedulings within three years from their
issuance and with conversion provisions established pursuant to article 170 of
Law 6,404 of December 15, 1976, as amended by Law 9,457 of May 5, 1997;
(iii) non-voting stock issued by local financial institutions that have their
shares traded on Brazilian stock exchanges; and (iv) other forms of investments
expressly and jointly authorized by both the CVM and the Central Bank of
Brazil.

The Managed Portfolio is allowed to trade in derivatives on the options, futures
and forward markets or over-the-counter markets only for hedging purposes
and limited to the amount of the positions held by the Managed Portfolio in the
[spot market].     The Managed Portfolio is prevented from entering into
transactions providing for fixed income revenues or from acquiring fixed
income securities.




NYDOCS02/43790.12
Pursuant to Annex IV, the Annex IV Administrator may not lend portfolio
securities (other than in accordance with Central Bank of Brazil's Resolution Nº
2.268 of April 10, 1996 and CVM's Instruction Nº 249 of April 11, 1996, which
regulate security lending transactions through entities authorized to render
fungible securities custody services such as the Câmara de Liquidação e
Custódia (CLC) in Rio de Janeiro, which is the Rio de Janeiro Stock Exchange
clearing system, and CALISPA in São Paulo, which is the São Paulo Stock
Exchange clearing system), pledge its assets or acquire loan participations in
Brazil without the prior express authorization of the CVM and the Central
Bank of Brazil. Pursuant to Annex IV, the Managed Portfolio is prohibited from
making investments that result in a change of control of a company that is
directly or indirectly controlled by individuals domiciled in Brazil to individuals
or legal entities domiciled outside of Brazil. However, the General Partner is
experienced in structuring transactions involving non-Brazilian investors and
technical changes of control such that such investments are Annex IV
qualified, but there can be no guarantee that the General Partner will be able
to continue to achieve such results.

In addition, there is no requirement to diversify the Managed Portfolio, except
that the Managed Portfolio is not permitted to acquire control of Brazilian
companies. The Partnership's investment activities outside Brazil are not
limited by Annex IV requirements.

The Annex IV Administrator

The Partnership is required under Brazilian law to have a local administrator in
Brazil. Citibank will act as the Partnership's Administrator pursuant to an
agreement with the Partnership (the "Administration Agreement"). Under the
Administration Agreement, the Annex IV Administrator will perform various
services for the Partnership including: (i) furnishing local management services
as required under Brazilian law, (ii) processing remittances of earnings, capital
gains and the return of invested capital, (iii) paying applicable withholding tax
on remittances abroad, (iv) furnishing information as to the Partnership's
Brazilian portfolio and remittances, (v) handling the bookkeeping for the
Partnership's portfolio in Brazil and (vi) effecting the registration of the
Partnership's foreign capital with the Brazilian Central Bank. For its services,
the Annex IV Administrator will be paid a customary annual fixed fee. The
principal office of the Annex IV Administrator is located at [CITIBANK DTVM'S
ADDRESS].

Law Nº 4,131




NYDOCS02/43790.12
In addition, the General Partner may make Portfolio Investments pursuant to
Law No 4,131 of September 3, 1962, as amended by Law No 4,390 of August
29, 1964 and regulated by Decree No 55,762 of February 17, 1965 ("Law
4,131").

According to Law 4,131, direct foreign investments must be registered with the
Central Bank of Brazil within 30 days from the entrance of the investment
proceeds into Brazil. Reinvestments of profits received in connection with such
direct foreign investments are also subject to registration with the Central
Bank of Brazil. Upon verification of the fulfillment of the proper formalities for
registration, the Central Bank of Brazil will issue a certificate of registration
with respect to the foreign direct investment and respective reinvestments.
Such certificate will enable repatriations of the principal amount of the
registered investments, dividends relating thereto and any capital gains
resulting from the liquidation or sale of the direct foreign investment in Brazil.

Tax Considerations

      The taxation of partnerships and partners is extremely complex and
involves, among other things, significant issues as to the timing and
character of the realization of income, gains and losses. Prospective
investors are urged to consult their tax advisors with reference to specific
tax situations, including any applicable U.S., state, local or foreign taxes.

Brazilian Taxation

Brazilian law distinguishes between direct foreign investments in Brazilian
companies and foreign investments in securities issued by Brazilian companies
through the Managed Portfolio.

Capital gains earned by the Managed Portfolio from its activities in Brazil are
currently exempt from withholding tax.

Capital gains earned upon liquidation of a direct foreign investment through
Law 4,131 are subject to withholding income tax at the rate of 15%. The
taxable amount will be the positive difference between (i) the amount registered
with the Central Bank of Brazil and appearing in the relevant certificate of
registration and (ii) the amount received upon liquidation or sale in Brazil of
the direct foreign investment.

Under Brazilian Law No 9,249 of December 26, 1995, no income tax is imposed
on distribution of dividends received from investments in securities at the time
the Managed Portfolio or the Partnership, in the case of direct foreign
investments, receive the income if said dividends arise out of profits earned


NYDOCS02/43790.12
after January 1, 1996 (previous earnings when distributed were subject to a
15% withholding tax). Other income (excluding capital gains), such as interest,
is subject to a 15% withholding tax imposed at the time the Managed Portfolio
or the Partnership, in the case of direct foreign investment, earns income.

Upon distribution of income and/or total or partial liquidation of an investment
made through the Managed Portfolio, the amount attributed to the foreign
investor (including capital gains and income) can be remitted abroad tax-free.
Dividends paid by the Partnership outside of Brazil are not subject to Brazilian
taxes.

Should the Partnership contravene the regulations applicable to managed
securities portfolios it might become subject to taxation in Brazil at rates
generally applicable to direct foreign investment under Law 4,131, which, as
described above, are currently less favorable than those described with respect
to Annex IV.

Pursuant to Decree Nº 2,219 of May 2, 1997, Brazilian Reais resulting from the
conversion of foreign currency by the Managed Portfolio that are used by it to
invest in securities of Brazilian entities are subject to a tax on financial
transactions - Imposto sobre Operações Financeiras ("IOF"). The IOF rate set
by Decree Nº 2,219 is 0%. Under IOF regulations currently in force, the
Ministry of Finance is empowered to establish the applicable IOF rate. Such
IOF rate can be increased up to 25%.

Cayman Islands Taxation

Under existing Cayman Islands laws, the Partnership and payments in respect
of the Limited Partnership Interests will not be subject to taxation in the
Cayman Islands. In addition, no withholding will be required on such
payments to any holder of a Limited Partnership Interest and gains derived
from the sale of Limited Partnership Interests will not be subject to Cayman
Islands income or corporation tax. The Cayman Islands currently have no
income, corporation or capital gains tax and no estate duty, inheritance tax or
gift tax.

It is proposed that the Partnership will be registered under the Exempted
Limited Partnership Law 1991 and, as such, will apply for and may be expected
to obtain an undertaking from the Governor in Council of the Cayman Islands,
which will be effective for a period not exceeding fifty years from the date of
approval of the application, that no law which is enacted in the Cayman
Islands during such period imposing any tax to be levied on profits or income
or gains or appreciations shall apply to the Partnership or to any Limited



NYDOCS02/43790.12
Partner thereof in respect of the operations or assets of the Partnership or the
Partnership interest of the Limited Partners therein and that such taxes and
any tax in the nature of state duty or inheritance tax shall not be payable in
respect of the obligations of the Partnership or the interest of the Limited
Partners therein.

Certain United States Federal Income Tax Consequences

The following summarizes certain U.S. Federal income tax consequences of an
investment in the Partnership. This summary is for general information and
does not purport to be a complete analysis of all U.S. tax issues that may be
relevant to the Partnership or a Limited Partner. Furthermore, this summary
is based upon present U.S. tax law, including applicable statutes, regulations,
administrative practice and case law. Such law is subject to change, and any
such change may or may not be retroactive.

The Partnership will elect to be treated as a partnership for U.S. Federal
income tax purposes. In addition, the Partnership will not have more than 100
investors in the aggregate and the Partnership should, therefore, satisfy a
regulatory safe-harbor so that it will not be treated as a publicly traded
partnership. No ruling will be requested from the Internal Revenue Service
relating to the Partnership. If classified as a partnership, the Partnership will
not be subject as an entity to U.S. Federal income tax. The Partnership will,
however, file a U.S. Federal partnership information return with the Internal
Revenue Service reporting its operations for each fiscal year.

Taxation of U.S. Persons

A Limited Partner otherwise subject to U.S. tax ("U.S. Partner") will be required
to take into account its distributive share of the Partnership's items of income,
gain, loss, deduction and credit, for Federal income tax purposes regardless of
when (or whether) the Partnership distributes such items to the Limited
Partners. The Partnership will provide each U.S. Partner with information
necessary to enable such Limited Partner to include in its U.S. Federal income
tax return such items arising from its investment in the Partnership.

Under certain circumstances, a U.S. Partner that receives a distribution from
the Partnership may recognize foreign currency gain or loss with respect to
such distribution.

Subject to certain exceptions, all miscellaneous itemized deductions of an
individual taxpayer, and certain of such deductions of an estate or trust, are
deductible only to the extent that such deductions exceed 2% of the taxpayer's



NYDOCS02/43790.12
adjusted gross income. A U.S. Partner's allocable share of the management fee
will be treated as miscellaneous itemized deductions subject to the foregoing
rule.

A U.S. Partner may deduct losses of the Partnership, if any, allocable to it only
to the extent of its tax basis in its Limited Partnership Interest. Any loss which
may not be deducted by such U.S. Partner in the year in which such loss
occurred by reason of such basis limitation may be carried forward and
deducted by such Partner in any future tax year to the extent its adjusted basis
for its Limited Partnership Interest as of the end of any such year exceeds zero.

A U.S. Partner's initial tax basis in its Limited Partnership Interest will be the
sum of the amount paid (or the basis of any assets contributed in exchange) for
the Limited Partnership Interest plus the share of any indebtedness of the
Partnership allocated to the U.S. Partner. (The Partnership does not expect to
incur any indebtedness, except in limited circumstances.) A U.S. Partner's tax
basis in its Limited Partnership Interest will be increased by such Partner's
share of the Partnership's income and the amount of additional cash
contributions by the Partner and decreased by such Partner's allocable share of
the Partnership's losses and by the amount of cash distributions to such
Partner.

A U.S. Partner allocated income from dividends received by the Partnership, if
any, will be subject to U.S. Federal income tax on such dividends but, because
the dividends will be paid by non-U.S. corporations, will not be eligible for the
dividends received deduction which is otherwise available to U.S. corporations.
In addition, unless a corporate U.S. Partner is viewed as owning 10% of the
voting securities of a Portfolio Investment, such U.S. Partner will not generally
be entitled to the "deemed paid" foreign tax credit under Section 902 of the
Code with respect to dividends paid to the Partnership from Portfolio
Investments.

Under the "Subpart F" and "foreign personal holding company" rules of the
Internal Revenue Code of 1986, as amended (the "Code"), some or all of the
U.S. Partners may under certain circumstances be required to include (as a
deemed dividend) in taxable income for U.S. Federal income tax purposes
amounts attributable to some or all of the earnings of Portfolio Investments in
advance of the receipt of cash attributable to such amounts. Any amounts so
included in a U.S. Partner's taxable income will decrease the amount of taxable
gain (or increase the amounts of tax loss) recognized by the U.S. Partner on a
sale or other disposition of the relevant Portfolio Investment by the Partnership
(or by the U.S. Partner on a sale of its Limited Partnership Interests). In
addition, gain on the sale of a Portfolio Investment that is a controlled foreign



NYDOCS02/43790.12
corporation may be classified in whole or in part as ordinary income rather
than capital gain with respect to certain U.S. Partners in certain
circumstances. Under the "passive foreign investment company" rules of the
Code, U.S. Partners may under certain circumstances be required to pay
additional tax (and interest) in respect of distributions from, and gains
attributable to the sale or other disposition of stock of, a Portfolio Investment
that constitutes a passive foreign investment company for U.S. Federal income
tax purposes (as well as in respect of gain on the sale of Limited Partnership
Interests to the extent such gain is attributable to the Partnership's investment
in a passive foreign investment company). Alternatively, if a passive foreign
investment company provides certain information annually, U.S. Partners may
elect with respect to the Partnership's investment in a passive foreign
investment company to be taxed on a current basis (i.e., by including currently
their share of such company's ordinary earnings as ordinary income and its net
capital gain as long-term capital gain).

To the extent the Partnership earns income other than interest, dividends and
capital gains or the Partnership incurs "acquisition indebtedness" (within the
meaning of Section 514(c) of the Code), a portion of the Partnership's taxable
income allocable to a U.S. Partner that is a pension fund, a charity or other
organization otherwise exempt from U.S. Federal income tax pursuant to
Section 401 or 501 of the Code (a "Tax-Exempt Partner") may constitute
"unrelated business taxable income" ("UBTI") taxable to such Tax-Exempt
Partner under Section 511 of the Code. The Partnership expects that its
principal sources of income will be interest, dividend and capital gain income.
Furthermore, except in certain limited circumstances, the Partnership
generally does not expect to incur acquisition indebtedness. However, if the
Partnership invests in a Portfolio Investment that would be treated as a
partnership, or if the Partnership were treated as engaged in a trade or
business, in each case for U.S. Federal income tax purposes, a Tax-Exempt
Partner could be treated as earning UBTI taxable to such Partner, to the extent
of the Tax-Exempt Partner's allocable share of trade or business income of the
Portfolio Investment or the Partnership, respectively. Moreover, it is possible
that the Internal Revenue Service could assert that Portfolio Investment Fees
applied as a Management Fee Offset, to the extent attributable to a Tax-Exempt
Partner's allocable share of such Management Fee Offset, should be treated as
UBTI. Tax-Exempt Limited Partners should also be aware that the Internal
Revenue Service is considering the extent to which inclusions in a Tax-Exempt
Limited Partner's income under the Subpart F or passive foreign investment
company rules must be characterized as unrelated business taxable income.
Tax-Exempt Limited Partners are urged to consult their own tax advisors about
the tax consequences to them of an investment in the Partnership.




NYDOCS02/43790.12
Partners whose interest in existing investments is diluted by the investments of
additional Partners will likely have to recognize gain as a result of the 10% per
annum they receive in excess of the return of a portion of their contributions.

Taxation of Non-U.S. Persons

The Partnership intends to conduct its affairs so that a Limited Partner not
otherwise subject to U.S. tax (a "Non-U.S. Partner") will not be subject to
United States Federal income tax on its allocable share of the Partnership's
income (or any gain realized by such Non-U.S. Partner on a sale of its
partnership interest).

ERISA Considerations

      The discussion below is a summary of some of the material ERISA
considerations applicable to prospective investors that are ERISA Plans
(as defined below). It is not intended to be a complete discussion nor to
be construed as legal advice or a legal opinion. Prospective investors
should consult their own counsel on these matters.

Before purchasing any of the Limited Partnership Interests, a prospective
investor that is an employee benefit plan (an "ERISA Plan") subject to the
United States Employee Retirement Income Security Act of 1974, as amended
("ERISA"), should determine whether an investment in the Partnership is
consistent with the fiduciary requirements of Section 404 of ERISA, and in
particular, whether the investment is prudent and whether the investment
would result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code.

In determining whether an investment in the Partnership would satisfy the
fiduciary requirements of ERISA or result in a prohibited transaction, the
fiduciary should consider whether the assets of the Partnership will be
considered "plan assets" within the meaning of United States Department of
Labor Regulation 29 C.F.R. § 2510.3-101 (the "Plan Asset Regulations"). Under
the Plan Asset Regulations, the assets of an entity in which an ERISA Plan
acquires an equity interest that is neither a "publicly offered" security nor a
security issued by an investment company registered under the Investment
Company Act are considered to be assets of the ERISA Plan for purposes of the
fiduciary requirements (including the general prohibition set forth in Section
404(b) of ERISA against maintaining the indicia of ownership of ERISA Plan
assets outside of the jurisdiction of the district courts of the United States) and
prohibited transaction rules unless the entity is an "operating company," or
investments in the entity by ERISA Plans and other "benefit plan investors" are
not "significant." For this purpose, investments by benefit plan investors in the


NYDOCS02/43790.12
Partnership will generally not be deemed "significant" if less than 25% of the
Limited Partnership Interests are held by such investors (the "25% Test").

The General Partner of the Partnership intends to use its reasonable best
efforts to operate the Partnership so that none of its assets will be deemed
"plan assets". In that regard, the Partnership may choose to qualify as a
"venture capital operating company" (a "VCOC") under the Plan Asset
Regulations, which is a form of operating company that (i) invests primarily in
entities engaged in the production or sale of a product or service other than the
investment of capital and (ii) obtains management rights with respect to the
entities in which it invests. It is possible that the Partnership will instead
choose to rely on the 25% Test, in which case the Partnership would limit
purchases of Limited Partnership Interests by or transfers of the Limited
Partnership Interests to benefit plan investors so that the 25% Test is satisfied.
Assuming that the Partnership at all times either qualifies as a VCOC or limits
investments by benefit plan investors in compliance with the 25% Test, the
assets of the Partnership will not be considered to be assets of any investor
that is an ERISA Plan for the purposes of the fiduciary responsibility or
prohibited transaction provisions of ERISA or the Code.

  Employee benefit plans that are governmental plans (as defined in Section
3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA)
    are not subject to the fiduciary responsibility or prohibited transaction
provisions of ERISA or the Code but may be subject to restrictions under state
                                   or local law.




NYDOCS02/43790.12
                                         APPENDIX I

                                  THE ON-SHORE FUND

The following chart is a summary comparison of certain terms of the Off-Shore
Fund and On-Shore Fund.

                                      Off-Shore Fund                   On-Shore Fund

  Fund Name:                          CVC/Opportunity      Equity    CVC/Opportunity
                                      Partners, L.P.                 Equity     Partners
                                      (Cayman Islands)               Fundo Mútuo de
                                                                     Investimento     em
                                                                     Ações-Carteira Livre

  Fund Portfolio                      CVC/Opportunity Equity         CVC/Opportunity
  Manager:                            Partners, Ltd., a majority     Equity      Partners
                                      owned      company      of     Administradora de
                                      Opportunity Invest             Recursos, Ltda.,
                                                                     an affiliate Under
                                                                     common       control
                                                                     with the General
                                                                     Partner

  Administrator:                      N/A                            Banco Opportunity
                                                                     S.A.

  Target Size:                        US$600 million                 R$400         million
                                                                     (actual size)

  Citibank's Contribution:            US$250 million                 N/A

  General Partner Contribution:       N/A                            N/A

  Term:                               Through September       17,    Through April 1,
                                      2005 + 2                       2005 + 2 1-year
                                      1-year extensions              extensions

  Investment Period:                  4 years                        4 years

  Management Fee:                     2%     on commitments          2% of net asset
                                      during the investment          value of portfolio,
                                      period, 1% of invested         paid monthly
                                      Commitments thereafter

  1.     The Management Fee is 1% per annum of the aggregate capital contributions
  invested in bona fide Portfolio Investments, less returned capital contributions to all
  Partners, but only to the extent such returned capital contributions are attributable to
  the cost basis of the investment.

  Distributions:                      As promptly as possible        Within 5 days of
                                      after receipt  by   the        receipt; 25%  of



NYDOCS02/43790.12
                          Partnership, but in any       proceeds     deriving
                          event at least quarterly      from a divestment
                                                        shall be retained by
                                                        the On-Shore Fund
                                                        and be available for
                                                        re-investment until
                                                        the end of the On-
                                                        Shore         Fund's
                                                        investment period.

  Preferred Return:       10%                           IGPM1 plus 6%

  Incentive Fee:          80/20                         80/20
                          After    return    of   all   After return of
                          aggregate           capital   capital
                          commitments drawn down        commitments
                          (including          capital   plus        preferred
                          contributions in respect of   return on a deal-by-
                          management fees)              deal basis
                          plus preferred return

  Management Catch-Up:    50/50                         None

  Investment Committee:   Mr. Daniel Dantas, Mr.        3 appointed by the
                          Robert E. Wilson, III, Mr.    Administrator,    2
                          Persio Arida, Mr. Byron       appointed by the
                          Knief and Ms. Mary Lynn       Brazilian investors,
                          Putney                        and 1 appointed by
                                                        the      BNDESPAR
                                                        [Give Names]

  Advisory Committee:     Representatives of the        3 appointed by the
                          Limited            Partners   Administrator,     4
                          appointed                     appointed by the
                          by the General Partner, at    Brazilian investors,
                          least    40%    of    such    and 1 appointed by
                          representatives shall be      the      BNDESPAR,
                          representatives of each       provided that each
                          Significant       Investor.   Brazilian   investor
                          Currently [           ]       or      group     of
                                                        Brazilian investors
                                                        owning 21% of the
                                                        On-Shore      Fund's
                                                        shares    shall   be
                                                        entitled to appoint
                                                        one member of the
                                                        committee.
                                                        Currently           [
                                                        ]

  Organizational Fees:    Amounts in excess of          Paid     by      the
                          US$1.5 million paid by the    Administrator
                          General Partner



NYDOCS02/43790.12
  Placement Fee:             None                          3% of amounts paid
                                                           in

  Investment Process:        Simultaneous investment       Simultaneous
                             and divestment pro rata       investment     and
                             with the On-Shore Fund,       divestment pro rata
                             Opportunity   Investment      with the Off-Shore
                             Vehicles and any Parallel     Fund, Opportunity
                             Funds in accordance with      Investment Vehicles
                             the Operating Agreement       and any Parallel
                             and          Partnership      Funds            in
                             Agreement                     accordance with the
                                                           Operating
                                                           Agreement.

  Investment Limits:         No more than 20% of           See    "Investment
                             aggregate commitments in      Parameters" herein
                             any       one     Portfolio
                             Investment;
                             No more than 35% of
                             aggregate commitments in
                             any one industry;
                             No more than 10% of
                             aggregate commitments in
                             publicly traded securities
                             for which there is an
                             active and liquid market,
                             other    than    securities
                             purchased in connection
                             with a privatization or
                             government-sponsored
                             auction

  Currency:                  United States dollars         Brazilian reais

  Governing Law:             Cayman Islands                Brazil

  Governing Language:        English                       Portuguese



Set forth below is a brief summary of certain key terms of the On-Shore Fund
that is qualified in its entirety by reference to the On-Shore Fund's
organizational documents and applicable Brazilian law and regulations, as
amended from time to time. Investors considering an investment in the
Partnership are encouraged to review copies, in Portuguese or an unofficial
translation into English, of the On-Shore Fund's organizational documents
which are governed by Brazilian law, copies of which are available from the
General Partner.

Administrative Structure


NYDOCS02/43790.12
The On-Shore Fund will be administered by Banco Opportunity S.A. ("Banco
Opportunity" or the "Administrator"), a financial entity registered with the
Banco Central do Brasil (the Brazilian Central Bank). The Administrator may
only be removed as Administrator by a vote of 90% of the shareholders of the
On-Shore Fund. In accordance with the regulations of the CVM and the On-
Shore Fund's by-laws, the Administrator bears primary responsibility for
administering and managing the On-Shore Fund. To the extent allowed under
Brazilian law, the Administrator has delegated management authority over the
On-Shore Fund to the Brazilian Portfolio Manager. The Brazilian Portfolio
Manager is responsible for, among other things, implementing the investment
and divestment decisions of the On-Shore Fund Investment Committee (as
defined herein) and directly making all investment and divestment decisions in
respect of the On-Shore Fund Investment Portfolio (as defined herein).

Investment Committee

Final decision-making authority in respect of investments and divestments of
the On-Shore Fund is vested in an investment committee (the "On-Shore Fund
Investment Committee"), which is comprised of six members, each appointed
for two-year renewable terms, three appointed by the Brazilian Portfolio
Manager pursuant to the agreement with the Administrator, including the
committee president, one appointed by the BNDESPAR and two appointed by
the On-Shore Fund's shareholders. In addition, the Investment Committee's
functions include: (i) determining guidelines for investment divestment of the
On-Shore Fund, (ii) to analyze proposals for investment from the General
Partner and to determine the term of such dependence and (iii) overseeing the
Brazilian Portfolio Manager and reviewing the On-Shore Fund's performance.
As a general matter, resolutions of the On-Shore Fund Investment Committee
must be approved by a majority of the committee's members, with the
committee president holding the tie-breaking vote. However, certain matters
require unanimous approval, including the acquisition of securities of
companies affiliated with the Administrator or the Brazilian Portfolio Manager
or securities owned by either of such entities or their affiliates. [List the
members of the Committee] [Describe any decisions made by the
committee, were they made by majority vote or unanimous]

Advisory Committee

The On-Shore Fund will also have an advisory committee (the "On-Shore Fund
Advisory Committee") which will (i) review proposed investments, (ii) submit
proposals for changes to the On-Shore Fund's by-laws to the On-Shore Fund's
shareholders for a vote at a shareholders' meeting and (iii) supervise the
operations of the Fund. The On-Shore Fund's Advisory Committee will be


NYDOCS02/43790.12
comprised of eight members, each appointed for two-year renewable terms,
three appointed by the Brazilian Portfolio Manager pursuant to the agreement
with the Administrator, including the committee president, one appointed by
the BNDESPAR and four elected by the On-Shore Fund's shareholders (subject
to the provision that each shareholder or group of shareholders of the On-
Shore Fund holding 21% or more of its share capital will be entitled to appoint
one of the four shareholder designated Committee members). As a general
matter, resolutions of the On-Shore Fund Advisory Committee must be
approved by a majority of the committee's members, with the committee
president holding the tie-breaking vote. [List the members of the committee]

Compensation

In connection with the Brazilian Portfolio Manager's management of the On-
Shore Fund, the Brazilian Portfolio Manager has entered into an agreement
with the Administrator pursuant to which the Brazilian Portfolio Manager will
receive the following compensation in consideration for its establishing and
managing the On-Shore Fund:

(i)     a placement fee of 3% of the price of all shares subscribed and paid for
              by shareholders of the On-Shore Fund in connection with each
              contribution, except in connection with shares subscribed and
              paid for by the BNDESPAR, which will subscribe for its shares
              directly with the On-Shore Fund and act as its own placement
              agent;

(ii)    an annual management fee equal to 2% of the On-Shore Fund's net asset
             value paid monthly; and

(iii)   a performance fee on a deal-by-deal basis following realization of an
              investment equal to 20% of amounts received in excess of (a) 100%
              of the cost basis of the investment or portion thereof realized,
              adjusted to reflect increases in the IGPM and (b) a return to
              shareholders of the On-Shore Fund of 6% per annum on the
              amount stipulated in (a) above.

On-Shore Fund Closing

At closing and pursuant to Brazilian regulations, the On-Shore Fund must
draw down 10% of total commitments to the On-Shore Fund. Of this amount,
49% may be invested during the first year of the On-Shore Fund's term in any
[securities of one or more Brazilian companies] traded on a stock exchange
or over-the-counter.



NYDOCS02/43790.12
Investment Parameters

Pursuant to the On-Shore Fund's by-laws and Brazilian regulations, the On-
Shore Fund's portfolio of investments must comply with certain investment
portfolio parameters. However, the Principals are experienced in structuring
transactions in order to ensure that prospective investments comply with these
specific organizational requirements and the General Partner believes that the
following On-Shore Fund investment parameters will not materially restrict the
flexibility of the Brazilian Investment Vehicles to participate in attractive
investment opportunities. The following parameters are based on the book
value of each investment as of the close of the Fund's investment period, which
ends on the fourth anniversary of the On-Shore Fund's closing.

        (i)     At least 75% of the On-Shore Fund's portfolio of investments (the
                "On-Shore Fund Investment Portfolio") shall consist of equity
                securities or securities convertible into equity securities purchased
                as part of a primary offering issued by Brazilian "open" companies
                (companhias abertas) (the "Target Portfolio"), preferably operating
                in the infrastructure sector.

                However, the following investments may be included in the Target
                Portfolio for purposes of meeting the aforementioned 75%
                requirement:

                (A)   Equity securities of "open" companies (companhias abertas)
                      purchased in auctions from a Brazilian governmental entity
                      as part of a privatization, provided that only such amount of
                      securities not in excess of 30% of the On-Shore Fund
                      Investment Portfolio may be applied toward meeting the 75%
                      requirement.

                (B)   Outstanding equity securities of companies purchased from
                      other shareholders of such company, and therefore not as
                      part of a primary offering, in a transaction which results in a
                      change of control or a change in ownership of a majority of
                      such company's equity interests.

                However, investments in securities of the 20 most widely traded
                public companies on the São Paulo and Rio de Janeiro Stock
                Exchanges during the 12-month period immediately preceding
                such purchase shall not satisfy the 75% requirement.




NYDOCS02/43790.12
        (ii)    No more than 25% of the On-Shore Fund Investment Portfolio may
                be invested in (a) an equity or fixed income fund, provided that
                each such fund invests 90% of its assets in securities of Brazilian
                companies traded on a stock exchange or over the counter market
                and (b) any security of a Brazilian company traded on a stock
                exchange or over the counter; provided that during the On-Shore
                Fund's first fiscal year, up to 49% of the first 10% of the On-Shore
                Fund's total commitments may be invested in such a fund or
                security.

In addition to the portfolio parameters referred to in (i) and (ii) above, the
categories of securities which the On-Shore Fund may hold in its portfolio are
subject to the following restrictions based on the book value of the securities
on the date an investment is completed.
      (i)   No more than 10% of the amount of investment in variable income
            securities of the On-Shore Fund Investment Portfolio may be
            invested in fixed income securities of companies in which the fund
            also holds equity securities.

        (ii)    No more than 5% of the On-Shore Fund Investment Portfolio may
                be invested in options to purchase securities of companies in
                which the fund also holds or intends to hold an equity interest.

        (iii)   The On-Shore Fund's interest in equity securities or securities
                convertible into equity securities of a company may not exceed
                30% of the company's voting rights or 40% of the company's share
                capital.

(iv)    The On-Shore Fund's interest in the securities of any single issuer may
             not exceed 20% of the On-Shore Fund's authorized capital
             (currently R$400 million).

(v)     No more than 30% of the On-Shore Fund's authorized capital (currently
             R$400 million) may be invested in companies due to be privatized.

In addition to the above, at least 51% of the On-Shore Fund Investment
Portfolio, measured monthly as the average of the ratio expressed as a
percentage of the market value of such investments to the Net Asset Value of
the Investment Portfolio, must be securities of "open" companies (companhias
abertas). If, due to market fluctuation, such restriction is not met, the Fund
has three months to comply with such restriction, subject to another three
month extension at the discretion of CVM.




NYDOCS02/43790.12
Since the General Partner will, directly and indirectly through the Brazilian
Portfolio Manager, cause the Off-Shore Fund and the On-Shore Fund to make,
subject to the terms of their respective organizational documents as amended
from time to time, and the Opportunity Invest Investment Vehicles will make,
investments and divestments alongside each other on the same terms and
conditions, pro rata based on the Total Commitments, calculated at the then-
applicable exchange rate, the Off-Shore Fund will also comply with all of the
restrictions mentioned above.

The term "listed company" has a significantly different meaning in Brazil than
in the United States and other OECD countries. There are three basic
corporate structures in Brazil: (i) sociedades por quotas de responsabilidade
limitada or sociedades limitadas, (ii) sociedades anônimas fechadas and (iii)
companhias abertas.

A sociedade por quotas de responsabilidade limitada, or ("limited partnership")
allows holders of partnership interests ("quotas") to be liable only for the total
amount of capital committed but its quotas are not traded in the market and
must be assigned through an amendment of the social contract. A sociedade
anônima fechada (or "closed company") is not registered with the CVM and
therefore is not listed on a stock exchange or quoted on an over-the-counter
market and cannot be publicly traded.          A companhia aberta (or "open
company") is registered with the CVM and approved for listing on a stock
exchange or quotation on an over-the-counter market. While a companhia
aberta is listed on CVM authorized stock exchanges and may be traded in the
CVM approved over-the-counter market, there is no obligation on the part of
the companhia aberta to have its stock traded or to create any degree of
liquidity in its shares. The result is that many Brazilian companies are
companhias abertas, with limited or even zero liquidity. The distinction in
Brazil between a listed company (that is, registered with the CVM) being
"publicly tradeable" versus "publicly traded" and having an "active and liquid
market" is important.




NYDOCS02/43790.12
                                   APPENDIX II

                    THE FEDERATIVE REPUBLIC OF BRAZIL


General

Brazil, a nation consisting of 26 states and a Federal District, is the fifth largest
country in the world, with an area of approximately 3.3 million square miles. It
is the largest country in Latin America and occupies nearly half of the land
area of South America. Brazil shares a border with every country in South
America except Chile and Equador. The capital of Brazil is Brasília, and the
official language of the country is Portuguese.

At December 31, 1997, Brazil's estimated population was 160.0 million,
making it the fifth most populous country in the world. Approximately 78.3%
of the population lives in urban areas spread along Brazil's coast. The largest
states in Brazil, in terms of GDP, are São Paulo, Rio de Janeiro and Minas
Gerais, with populations in excess of 33.7 million, 13.3 million and 16.5
million, respectively. The largest city in Brazil is São Paulo, with a population
of more than 9.8 million people.

Form of Government

Brazil is a federative republic with a representative form of government. A new
Constitution was enacted in October 1988 establishing a presidential form of
government with three independent branches:            executive, legislative and
judicial. A national plebiscite held in April 1993 confirmed the presidential
system as the preferred form of government.

Additional government authority is exercised by the 26 States and the Federal
District and various municipal governments. At the state level, executive
power is exercised by governors elected for four-year terms and legislative
power by state deputies also elected for four years. Judicial power at the state
level is vested in state courts and appeals of state court judgments may be
taken to the state appeals court and ultimately to the Superior Court of Justice
(on federal law matters) and the Federal Supreme Court (on constitutional
matters).

Recent Political History

The Brazilian military ruled the country from 1964 to 1985. In 1985, a series
of political reforms were enacted, including the reintroduction of direct



NYDOCS02/43790.12
elections for the President and the calling of a Constitutional Assembly. A new
Constitution was promulgated in October 1988.

In December 1989, Fernando Collor de Mello became the first President to be
elected by popular vote since 1960. President Collor's political support began
to ebb in June 1992 when Congress initiated an investigation into charges of
corruption involving the President.   In December 1992, President Collor
resigned from the Presidency in the midst of his impeachment trial.
Consequently, Itamar Augusto Cautiero Franco, the Vice President under
Collor, who had become acting President in October 1992 during the
impeachment proceedings, assumed the Presidency for the remainder of that
term, which ended December 31, 1994.

In April 1993, President Franco appointed as Finance Minister Fernando
Henrique Cardoso, the former Minister of Foreign Affairs. As Finance Minister,
Mr. Cardoso was the primary advocate for a new program of macroeconomic
policies based on the reduction of public expenses, an increase in federal tax
collections, tighter control over state-owned banks, an improvement in the
financial relationship between the Brazilian Government and the states and
municipalities and an acceleration of the Brazilian Government's privatization
program. That program evolved into the Real Plan. See — The Brazilian
Economy.

After the introduction of the Unidade Real de Valor (the Unit of Real Value, or
the "URV"), the new inflation index, in March 1994, Mr. Cardoso resigned and
announced his intention to run for President. After winning the first round of
votes in the presidential election held on October 3, 1994 with approximately
54.3% of the total valid votes, Mr. Cardoso was sworn in as President on
January 1, 1995. Since assuming office, the Cardoso administration has taken
steps to further Brazil's economic liberalization process and has pursued a
number of constitutional amendments and legislative measures designed to
further deregulate the Brazilian economy, reduce the Government's fiscal
deficit and encourage foreign capital investment. These reforms focus on
Brazil's tax system, privatization program and foreign investment regulations.

In addition to its privatization programs (see — Privatization), the Brazilian
Government has sought to reduce the regulation of economic activity generally.
On August 15, 1995, four amendments to the Brazilian Constitution were
enacted by the National Congress. These are intended to allow greater
competition in the Brazilian economy by: (i) ending the monopoly over pipeline
distribution of gas; (ii) removing the distinction between Brazilian companies
capitalized from domestic sources (capital nacional) and those capitalized from
foreign sources (capital estrangeiro) and granting both mineral exploration



NYDOCS02/43790.12
rights; (iii) permitting foreign vessels to engage in inland and coastal shipping;
and (iv) opening the telecommunications sector to private sector companies.
Other important developments in the reduction of government economic
regulation include the creation of the basis for the establishment of a free
foreign exchange market, trade liberalization and the termination of most price
controls. The Brazilian Government has also acted to deregulate certain
segments of the economy, including fuel and oil derivatives, airlines, shipping
and steel, and is considering introducing measures designed to increase
competition in areas such as steel, highway maintenance and transportation,
areas which were previously controlled, in most cases, by government
enterprises.

In November 1995, Congressional amendments to the Brazilian Constitution
opened to private sector participation, subject to implementing legislation,
prospecting for and exploitation of deposits of oil and natural gas; refining of
national or foreign oil; importing and exporting oil, natural gas and its basic
byproducts; ocean transportation of crude oil of national origin or of basic oil
byproducts produced in Brazil; and pipeline transportation of crude oil, its
byproducts and natural gas of any origin.

The National Congress has been discussing amendments to cut the civil service
payroll and Social Security payments, and other constitutional reforms. The
Federal Government originally proposed the Social Security amendment which
was then drastically altered by the Chamber of Deputies. As a result, the
Senate modified this amendment and approved it on October 8, 1997. It was
re-submitted to the Chamber of Deputies where it is scheduled to be reviewed
in the first quarter of 1998. The Social Security reform sets a minimum
retirement age and imposes contribution requirements in order to qualify for
full benefits upon retirement.     The Chamber of Deputies approved the
Administrative reforms intended to cut civil service payrolls in November 1997.
The Senate has begun its review of the proposed Administrative reforms on
January 12, 1998. UPDATE: AMENDMENTS WERE PASSED.

The Brazilian government responded to the financial pressures caused by the
recent Asian crisis with a package of austerity measures for fiscal adjustment.
On November 10, 1997, the finance minister announced an ambitious program
for increasing revenue and tax collections and cutting expenditures amounting
to approximately R$19.7 billion in 1998. No assurance can be given that such
measures will be successful or that economic growth in Brazil will not be
reduced.

The Brazilian Economy




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  Overview

The Brazilian economy is the largest in Latin America, with a strong export-
oriented private sector. In recent years, it has had a record of erratic growth,
largely because of the large Brazilian Government fiscal deficits and inflation.
Structural reforms in recent years have opened the economy to international
competition. A program initiated in 1991 has led to the privatization of several
government-controlled companies.

The following table sets forth selected economic indicators for Brazil for the five
                        years ended December 31, 1997:

                                                                       As of and for the Year Ended December 31,
                      1992                               1993           1994       1995      1996(5)    1997(5)
                                                                                       (Billions     of    US$,  except
percentages)

Gross domestic product(1) ..............           .. $ . 374.3 ..... $ . 430.3 ..... $ 561.3 ... $ . 718.5 .... $ . 749.1 .
Real gross domestic product
 growth(2) .....................................   .. ......(0.8)% . ........ ........ ..... 4.2% ....... 6.0%.. ....... 4.3%              2.9 %
Inflation IGP-DI(3) ..........................     .. 1,158.0 ..... 2,708.6 ..... . 909.6 ... ..... 14.8 .... ....... 9.3
Trade balance ................................     .. $ ... 15.2 ..... $ ... 13.3 ..... $ . 10.5 ... $ .... (3.4) ... $ .... (5.5) $ .... (8.5)
Gross external debt (nominal)(4) .....             .. ... 100.3 ..... ..... 97.6 ..... ... 94.6 ... ..... 95.2 .... ..... 94.3
Total official reserves ......................     .. ..... 23.8 ..... ..... 32.2 ..... ... 38.8 ... ..... 51.8 .... ..... 60.1 . ..... 52.2

Sources: Fundação Instituto Brasileiro de Geografia e Estatística ("IBGE") and the Banco Central
     (the "Central Bank").
___________________________
(1) Converted into dollars based on the weighted average exchange rate for each year.
(2) Calculated based upon constant average 1996 reais.
(3) The IGP-DI is a widely used indicator of inflation in Brazil published by the Fundação
     Getúlio Vargas, a leading independent Brazilian economic research organization.
(4) Not including external private debt. Consolidated external private debt as of June 30,
     1995 was US$27.7 billion.
(5) Preliminary.

  Recent Performance

Throughout the 1980s and into the early 1990s, the Brazilian economy
suffered through a period of high inflation and recession. Recently, however,
the Brazilian economy has shown improvement in a number of areas. GDP
grew in constant real terms by 2.9% in 1996, 4.2% in 1995, 6.0% in 1994 and
4.3% in 1993, compared with a decrease of 0.8% in 1992.

         [DISCUSS GDP 1995-1997]

In 1995, exports increased by 6.8% over the previous year due in part to a
32.7% increase in sales of semi-manufactured products (mainly cellulose,


NYDOCS02/43790.12
aluminum, iron and steel), while imports increased by 50.7% during that
period, with significant increases in imports of consumer goods (97%), capital
goods (50%) and raw materials (43%).           The strong increase in imports
contributed to a trade deficit of US$3.4 billion during that period. In 1996, the
trade deficit increased to US$5.6 billion, as a consequence of a 6.9% increase
in imports, which totaled US$53.3 billion, while exports expanded 2.7%,
reaching US$47.7 billion. The increase in imports was largely a result of
greater acquisitions of capital goods (12.1%) and raw materials (10.0%);
imports of consumer goods, by contrast, fell by 11.0%. [insert 1997 figures]

Brazil has experienced recent growth in international reserves, which totaled
US$38.8 billion at year-end 1994, up from US$32.2 billion at year-end 1993
and US$23.8 billion at year-end 1992. During the first four months of 1995,
as a result of a trade deficit, an outflow of foreign capital during the first
quarter of 1995 and the Central Bank's use of foreign exchange reserves to
stabilize the value of the real against the U.S. dollar, international reserves
declined, reaching US$31.9 billion as of April 30, 1995.             Thereafter,
international reserves have generally risen, reaching US$60.1 billion at the end
of December 1996 corresponding to approximately 14 months of imports of
goods. By the end of 1997, Brazil experienced a decline in its international
reserves position following the currency turmoil in Asia. The Central Bank
intervened several times on the foreign exchange market, selling approximately
US$10 billion of its foreign exchange reserves. Reserves decreased from the
record level of US$62.8 billion at the end of September 1997 to US$52.8 billion
by October 31, 1997 and US$52.2 billion by December 31, 1997. See —
Foreign Investment.

During the first half of 1994, economic growth that began in the last quarter of
1992 continued in Brazil, despite the prevalence of high inflation rates.
Average monthly inflation as measured by the IGP-DI was 43.2% during the
first half of 1994 and the monthly rate of inflation reached 46.6% in June
1994. During the second half of 1994, the Brazilian economy experienced a
sharp decline in inflation. The average monthly rate of inflation declined to
2.66% for the period from July 1994 through December 1994. This reduction
resulted from the implementation of the third phase of the Real Plan and
occurred without the price, wage or asset freezing mechanisms utilized in prior
stabilization programs. The sharp decline of inflation during the second half of
1994 contributed to a considerable recovery of domestic demand and coincided
with an acceleration of the growth rate of the Brazilian economy. During 1995,
Brazil experienced an average monthly rate of inflation of 1.16%. Average
monthly inflation in 1996 was 0.75%, despite the gradual reduction of
monetary constraints. [insert 1997 figures]




NYDOCS02/43790.12
The ability of the Brazilian Government to achieve economic growth targets
depends in part on containing public expenditures in order to reduce the
public sector borrowing requirement and avoid "crowding out" private sector
investment. Expressed as a percentage of GDP, the consolidated operational
deficit for the Brazilian public sector reached 4.8% of GDP for 1995, of which
the Brazilian Government, State and local governments and public sector
enterprises accounted for 1.6%, 2.3%, and 0.8%, respectively. Such deficits
increase the size of the public sector debt and have the effect of reducing total
savings available for investment and development in the private sector. In
1996, the operational deficit was reduced to 3.9% of GDP. [insert 1997
figures]

 The Real Plan

In December 1993, the Brazilian Government announced a plan, aimed at
curtailing inflation and building a foundation for sustaining economic growth
to stabilize the Brazilian currency. The Real Plan was introduced in three
stages. The first stage included a fiscal adjustment proposal for 1994,
consisting of a combination of spending cuts and an increase in tax rates and
collections intended to eliminate a budget deficit originally projected at
US$22.0 billion. The centerpiece of the first stage of the Real Plan was the
creation of the Social Emergency Fund (the "ESF") by Constitutional
Amendment in 1994. The ESF enabled the Brazilian Government temporarily
to break certain of the constitutionally mandated links between revenue and
expenditure. Pursuant to this amendment, 20% of Brazilian Government
revenues otherwise earmarked for specific purposes were released and
deposited into the Social Emergency Fund to ensure financing of social welfare
spending by the Brazilian Government for 1994 and 1995. In adopting this
Constitutional Amendment, however, Congress did not modify the existing
provisions requiring the Brazilian Government to share a significant portion of
its revenues with states and municipalities.

The second stage, which required that the various inflation indices be replaced
by a new index, the Unidade Real de Valor (the "URV"), was initiated on March
1, 1994. Brazil's long history of high inflation had led to the continuous and
systematic deterioration of the domestic currency, which no longer served as a
store of value and had lost its utility as a unit of account. Because inflation
had reduced dramatically the information content of prices quoted in local
currency, economic agents had included in their contracts a number of
mechanisms for indexation (providing for the adjustment of the amounts
payable thereunder by an agreed-upon inflation or tax rate to preserve the
economic value of such contracts) and the denomination of obligations in
indexed units of account. The URV was calculated daily based on estimates



NYDOCS02/43790.12
drawn from three price indices and was designed to track the loss of the
cruzeiro real, the then legal currency of Brazil.

On July 1, 1994, the third stage of the Real Plan was implemented with the
passage of legislation which replaced the cruzeiro real with a new currency
called the real.    All contracts denominated in URVs were automatically
converted into reais at a conversion rate of one-to-one, and the URV, together
with the cruzeiro real, ceased to exist (although the cruzeiro real was generally
accepted until August 31, 1994). The real initially appreciated against the U.S.
dollar, with the rate in the commercial market (selling) moving from
R$1.00/U.S. dollar, when the real was introduced, to R$0.829/U.S. dollar on
October 14, 1994. Thereafter, the real gradually declined in value against the
U.S. dollar, reaching R$1.0515/U.S. dollar on February 28, 1997.

The Real Plan has succeeded in lowering inflation from an annual rate of
2,708.6% in 1993 and 909.6% in 1994 to 14.8% in 1995 and 9.3% in 1996, as
measured by the IGP-DI. Cumulative inflation, as measured by IGP-DI for the
period from July 1, 1994 through December 31, 1996, totalled 46.8%.
Meanwhile, real gross domestic product rose 6.0% in 1994, 4.3% in 1995 and
2.9% in 1996. [Add 1997 figures]

The continued success of the Real Plan depends on the ability of the Brazilian
Government to maintain fiscal restraint and a tight monetary policy in the face
of both domestic and international economic pressures as well as, in the long
term, on the ability of the Brazilian Government to implement structural
reforms, such as reform of the tax and social security systems, transfer of
certain federal spending responsibilities to state governments and privatization
of major enterprises, some of which reforms require either additional
constitutional amendments or implementing legislation.

 Foreign Trade

Brazil's annual trade surplus averaged approximately US$13.7 billion from
1988 to 1994. For 1995, Brazil had a trade deficit of US$3.4 billion, with
imports of US$49.9 billion and exports of US$46.5 billion. For 1996, the trade
deficit was US$5.5 billion, with imports of US$53.3 billion and exports of
US$47.7 billion. For 1997, the trade deficit was US$8.5 billion, with imports of
US$61.5 billion and exports of US$52.9 billion. Brazil's current account
recorded deficits in 1995, 1996 and 1997 as a result of such trade deficits and
increases in net service expenditures. Brazil's capital account, however,
recorded a surplus during those years as a result of net capital inflows.
Therefore, in 1995, 1996 and 1997, the balance of payments registered a
surplus.



NYDOCS02/43790.12
Brazil has been lifting import restrictions gradually since 1990, when
quantitative restrictions on imports were abolished. The average duty and
maximum tariff in 1989, 35.5% and 85.0%, respectively, have been reduced to
14.2% and 40.0%, respectively, as of July 1, 1993. Average tariffs are also
being reduced as a result of Brazil's implementation of a schedule of
preferences from its current tariffs applicable to imports from Mercosul
countries. In addition, Brazil is a signatory of the Final Act of the GATT
Uruguay Round, pursuant to which it has committed to staged reductions in
tariffs beginning in 1995 over five years with respect to industrial products and
over ten years with respect to agricultural products. Nonetheless, tariffs on
some goods remain high. In May 1995, for example, the Government increased
tariffs on passenger cars and utility vehicles to 70.0%. A discount up to 50% of
imports duties on vehicles is available, however, to production plants in Brazil
and domestic producers.

The following table sets forth Brazil's trade balance and total official reserves
for the five years ended December 31, 1997:

                                 As of and for the Year Ended December 31,
                           1992       1993       1994        1995   1996(1)   1997(1)
                                                  (billions of US$)
 Exports                   $ 35.8     $ 38.6     $ 43.5     $ 46.5  $ 47.7    $ 52.9
 Imports                   20.6       25.3       33.1       49.9    53.3      61.5
 Trade balance             15.2       13.3       10.5       (3.4)   (5.5)     (8.5)
 Total official reserves   23.8       32.2       38.8       51.8    60.1      52.2

Source: Central Bank.
______________________

(1) Preliminary.

 Foreign Investment

The Brazilian Government has periodically taken measures to control the
inflow of foreign capital in order to facilitate the conduct of monetary policy and
to regulate the level of Brazil's foreign reserves. In 1993 and 1994, such
measures were intended to reduce the inflow of private capital attracted by
high real interest rates in Brazil and included (i) an increase in the average
minimum term of tax-exempt external loans (including Eurobonds and other
fixed- or floating-rate obligations) to eight from five years, (ii) increases in taxes
on certain types of foreign investments, (iii) the imposition of a 15% reserve
requirement on internal credits relating to advances on foreign exchange
contract operations transfers, (iv) the authorization of Brazilian companies to
enter into forward liquidation contracts for foreign exchange and (v) the


NYDOCS02/43790.12
suspension of inflows of foreign capital in the form of long-term advance export
payments. The liquidity crisis in Mexico beginning at the end of December
1994 and the subsequent deterioration of Brazil's current account led the
Brazilian Government to reverse certain of such measures and to take others to
reduce domestic consumption and stem the decline in international reserves.
With the strong rate of growth of international reserves in July and early
August 1995, the Brazilian Government reimposed measures intended to
restrict the inflow of foreign capital. The measures were bolstered by other
initiatives in September and December 1995, which, among other things,
gradually reduced the IOF tax rate on medium-term foreign currency loans,
eliminated the discount applied to certain securities and foreign loans when
tendered as consideration in the privatization program and eliminated taxes on
capital gains from foreign direct investments from 25% to 15%.

Foreign investment in non-voting stocks of Brazilian financial institutions was
authorized in December 1996. The issuance abroad of depositary receipts
representing interests in such stocks was also authorized.
  Foreign Exchange Rates and Exchange Controls

The Brazilian foreign exchange system has been structured to enable the
Brazilian Government, through the Central Bank, to regulate and control
foreign exchange transactions carried out in Brazil. There are currently two
foreign exchange markets in Brazil: the commercial exchange market, on
which most trade and financial transactions are carried out, and the floating
exchange market (known as the "tourism dollar" market). The exchange rate in
each market is established independently, resulting in different rates during
some periods, and all transactions carried out in either of these markets must
be conducted through banks (and other agents for the tourism market)
authorized and monitored by the Central Bank.

Under Resolution No. 2,110 of the Conselho Monetário Nacional (the "National
Monetary Council", or the "CMN"), the Central Bank had an obligation to sell
U.S. dollars in the foreign exchange market whenever the real reached parity
with the U.S. dollar. In response to deterioration in the current account, on
March 6, 1995, the Central Bank formalized an exchange band system for both
the commercial foreign exchange market and the floating foreign exchange
market, pursuant to which the real would be permitted to float against the U.S.
dollar within bands established by the Central Bank. Under the exchange
band system, the Central Bank has committed to intervene in the market
whenever rates approach the upper and lower limits of the band. Such
commitment does not eliminate the possibility of the Central Bank intervening
when necessary to avoid extreme oscillations in the exchange rate.




NYDOCS02/43790.12
The monetary authority has periodically adjusted the exchange band to permit
the gradual devaluation of the real against the U.S. dollar. From time to time,
the Central Bank intervenes in the auctions to ensure that the value of the real
in relation to the U.S. dollar remains within the prescribed range and to control
movements in the exchange rate within the prescribed range.

To address market concerns relating to a possible devaluation of the real
because of successive deficits in the trade balance in recent periods, the
Central Bank announced on January 20, 1998 a new exchange band, the sixth
since the implementation of this mechanism. The new exchange band has an
upper limit of R$1.22 per dollar and a lower limit of R$1.12 per dollar. With
the setting of the new exchange band, the Central Bank signaled its continued
adherence to the policy of exchange rate flexibility and of small exchange
devaluations within a specified range.

Brazilian law provides that, whenever there is a serious imbalance in Brazil's
balance of payments or serious reasons to foresee such an imbalance, the
Brazilian Government may, for a limited period of time, impose restrictions on
the remittance to foreign investors of the proceeds of their investments in
Brazil, as it did for approximately six months in 1989 and early 1990, and on
the conversion of Brazilian currency into foreign currencies.

 Public Debt

Following debt- and debt service-reduction agreements implemented on April
15, 1994, the maturity profile of Brazil's public sector external debt has been
substantially lengthened from an average of 6.1 years at December 31, 1993 to
an average of 8.9 years at June 30, 1996. Net external public sector debt as a
percentage of GDP declined from 19.2% in 1992 to [x]% as of December 31,
1997. Total gross public sector debt as a percentage of GDP has decreased
from 50.0% in 1992 to 41.4% in 1994, but rose to [x]% of GDP as of December
31, 1997.

 Federal Domestic Debt

Federal domestic (internal) debt is primarily in the form of bills and notes
issued by the National Treasury or the Central Bank with an average maturity
of about eight months as of February 28, 1997. The aggregate amount of the
federal domestic securities held outside the Central Bank rose from US$11.6
billion on December 31, 1991 to US$[x] billion on December 31, 1997,
representing real growth of [x]% in the aggregate amount of federal marketable
securities and an increase from 3.2% of GDP to [x]% of GDP.




NYDOCS02/43790.12
 Public Sector External Debt

The following table sets forth details of Brazil's external debt for the five years
ended December 31, 1997:

                                              Year Ended December 31,
                             1992      1993        1994      1995      1996     [1997]
                                        (billions of US$, except percentages)
Gross     external     debt $ 100.3   $ 97.6      $ 94.6    $ 95.2    $ 94.3
(nominal)
Percentage of nominal GDP 25.4%       21.3%     14.6%      13.3%     12.6%
Percentage of exports       280.2     253.2     217.2      204.6     197.6

Source: Central Bank.

In July 1992, Brazil and its foreign creditors reached a debt and debt service
reduction agreement in principle, under the auspices of the Brady initiative,
covering US$43.1 billion of debt to the commercial banks. A term sheet for the
transaction was agreed to in September 1992 and was approved by the
Brazilian Senate and the required number of creditor banks.             A debt
restructuring agreement was entered into by Brazil and approximately 96% of
its creditors in November 1993. Pursuant to this agreement, on April 15, 1994,
the creditor banks exchanged an aggregate amount of US$47.1 billion of
eligible debt and related interest arrears for a combination of bond options.
Under the terms of this agreement, lenders are to be paid over a period of 12 to
30 years. As of December 31, 1997, US $[x] billion aggregate principal amount
of bonds issued pursuant to such restructuring remained outstanding.
Brazilian Financial System

The Brazilian financial system is composed of (i) the CMN, which is the highest
authority on monetary and financial policies in Brazil and is in charge of the
overall supervision of monetary, credit, budgetary, fiscal and public debt
policies, (ii) the Central Bank, which implements policies set by the CMN, (iii)
the Brazilian Securities Commission, (iv) public sector financial institutions,
such as Banco do Brasil, Brazil's largest commercial bank, and BNDES, the
National Bank for Economic and Social Development, a development bank that
grants financing to the private sector and implements the Brazilian
Government's privatization program and (v) private sector and Brazilian state-
owned financial institutions.

Monetary Policy

The CMN's current policy is to maintain a tight credit policy in an attempt to
control liquidity and maintain a low rate of inflation. The current monetary
policy reflects, in part, a substantial increase in the demand for base money


NYDOCS02/43790.12
due in large part to the significant remonetization following the issuance of the
real. Accordingly, the target for the first quarter of 1998 was set at a range
between R$[x] billion and R$[x] billion.

The Government has also attempted to control liquidity and regulate the
monetary impact of increases and reductions in its international reserves
through issuances and repurchases of its domestic debt securities. As its
international reserves declined during the first half of 1995, the Government
provided liquidity by repurchasing its domestic debt securities, thereby
increasing the supply of base money. As its international reserves increased
during the second half of 1995, the Government sought to sterilize the
monetary impact of that increase by issuing new domestic debt securities,
thereby reducing the supply of base money and reversing the process of
remonetization that occurred following the issuance of the real. The interest
rates for such domestic debt securities (a real rate of [x]% per annum as of
December 31, 1997) significantly exceeds the Republic of Brazil's rate of return
on the investment of its international reserves.

       Open-Market Transactions.            The Central Bank's open-market
transactions began over 20 years ago and became the most important
instrument of monetary policy as the domestic government securities market
experienced significant development in trading volume, operating capacity and
sophistication. At the end of each day, the Central Bank, through open-market
transactions, consisting primarily of the use of repurchase agreements, seeks
to ensure that its interest rate objective is achieved and that financial
institutions are provided with sufficient liquidity. The main instruments used
in open-market transactions are Brazilian Government and Central Bank
bonds.

      The Central Bank Basic Rate. On June 20, 1996, the Central Bank
created the Central Bank Basic Rate ("TBC"), which will be announced monthly
and established by the Monetary Policy Committee. This measure seeks to
address temporary liquidity problems of financial institutions while minimizing
interest rate volatility. In its role as the successor to the Brazilian federal
funds rate, TBC will serve as a guidepost for daily intervention by the monetary
authorities in the open market.

      Indexation and Interest Rates. Prior to January 31, 1991, Brazil used
a system of monetary correction, or indexation, designed to correct some of the
distortions caused by inflation. Such indexation involved periodic adjustments
in accordance with the movements of price indices for financial assets. Rents,
past due taxes, fees and other social contributions, corporate assets, liabilities
and net worth accounts, among others, were also readjusted by indexation.



NYDOCS02/43790.12
In August 1996, the Monetary Policy Committee (Comitê de Política Monetária—
"COPOM") instituted the Central Bank Assistance Rate ("TBAN").               The
"Over/Selic" rate (a market-determined overnight rate through operations with
federal bonds, which determines the interest rate on debt issued by the Central
Bank and the Brazilian Government in a manner similar to the U.S. federal
funds rate) floats in the range between the TBAN (upper limit) and the TBC
(down limit) in a scheme similar to that used by the German Bundesbank.
Both the TBAN and the TBC apply to discount window operations and perform
a signaling function for the markets as to the Central Bank's policy intentions.

Privatization

The Brazilian Government, directly or through various state-owned enterprises,
owns many companies and controls a major portion of activities in the mining
and oil and gas sectors. Most of the energy production, rail transport, postal
services and telecommunications companies are directly or indirectly controlled
by the Brazilian Government.

To reduce its participation in the economy, the Brazilian Government has
engaged in the privatization of certain state enterprises. The objectives of the
privatization program are (i) to reduce the role of the state in the economy and
allocate more resources to social investment, (ii) to reduce the public sector
debt, (iii) to encourage increased competition and thereby raise the standards
and efficiency of Brazilian industry and (iv) to strengthen the capital markets
and promote wider share ownership. As originally presented, the Real Plan
contemplated constitutional amendments which would permit private
participation in the state-controlled petroleum and telecommunication sectors
and in other areas that had constitutionally mandated monopolies, such as
pipeline distribution of gas and the shipping industry. These amendments
were not adopted during the constitutional review that concluded on May 31,
1994, but the amendments were presented to Congress again in 1995 and all
have been approved.

A council directly subordinate to the President, the Conselho Nacional de
Desestatização (the "Privatization Council"), and BNDES are responsible for
administering the privatization program. To date, the privatizations have, for
the most part, been effected through share auctions conducted on Brazil's
stock exchanges.

The privatization program was initiated with the sale by the Brazilian
Government of its controlling stake in Usinas Siderúrgicas de Minas Gerais
S.A.—USIMINAS in October 1991. As of December 31, 1996, a total of 52 state



NYDOCS02/43790.12
enterprises or divisions thereof had been privatized, and several minority
interests held by Brazilian Government companies had been sold for nominal
consideration totaling US$13.7 billion (including payment made in Brazilian
currency and payment made by means of qualified debt instruments issued by
the federal government, its agencies and state-controlled companies). Some of
the Brazilian states, such as São Paulo, Minas Gerais, Pernambuco, Paraíba
and Maranhão are also conducting privatization programs in relation to state
services.

In 1995, the Brazilian Government focused on privatization of electric utilities
and rail transport services. In February 1995, the Lei de Concessões de
Serviços Públicos (Public Services Concessions Law) was enacted permitting
investment in the electricity sector by private companies or individuals. In
addition, on July 7, 1995, the Congress approved Law No. 9,074, which
permits independent, third-party producers of electricity to compete with the
state monopolies. The President has also sent to the Congress a Constitutional
Amendment that would allow the private sector to build and operate
hydroelectric plants. Within the electricity sector, priority is being given to the
privatization of the two distribution companies. On July 11, 1995, the power
distribution company for the state of Espírito Santo, Espírito Santo Centrais
Elétricas S.A.—ESCELSA, was privatized and, on May 21, 1996, Light—
Serviços de Eletricidade S.A., the power distribution company for the State of
Rio de Janeiro, was privatized. On January 18, 1995, the Congress passed a
bill aimed at increasing private investment in the state-controlled electricity
industry. Under the provisions of this bill, private companies are allowed to
operate public services and projects, specifically the completion of 18
hydroelectric dams on which construction had been stalled. However, the bill
could also lead to the privatization of other state-controlled services, including
roads, sewage plants and ports.

Companhia Vale do Rio Doce ("CVRD") one of the largest companies in Brazil
and a leading international iron ore mining and resource company, was
included in the Brazilian National Privatization Program through Decree No.
1,510 of June 1, 1995. On September 5, 1996, the Privatization Council
announced that the sale of the controlling interest in CVRD would be carried
out in two separate tranches. The first tranche of the voting shares in CVRD
was sold for R$3.338 billion on May 6, 1997 to a consortium led by Brazilian
steelmaker CSN.

On October 21, 1997, CEEE, the electricity distributor of the state of Rio
Grande do Sul, was split into two companies and sold for R$3.15 billion. Other
auctions in 1997 included Cemat, Companhia Paulista de Força e Luz (CPFL),




NYDOCS02/43790.12
and Energipe, which are the electric utilities of Mato Grosso, São Paulo and
Sergipe, respectively.
Brazilian labor unions have opposed certain of the privatization measures
proposed by the Brazilian Government, but the Brazilian Government has, to
date, been able to move forward with its program despite such opposition.
[The Brazilian Government's 1997 budget proposal projects revenues from
privatization of US$5.5 billion during the 1997 fiscal year.]

The Federal Government is considering the privatization of more than fifty
companies in various sectors of the economy. The Federal Government has
confirmed the privatization program's schedule for 1998.

In addition to the privatization program, the Brazilian Government has sought
to reduce the regulation of economic activity generally.             Important
developments in this regard include the establishment of a free foreign
exchange market, the reduction of tariffs and elimination of most non-tariff
trade barriers and the termination of most price controls. The Brazilian
Government has also acted to deregulate certain segments of the economy,
including fuel and oil derivatives, airlines, shipping and steel, and is
considering introducing measures designed to increase competition in areas
such as steel, highway maintenance and transportation, areas which were
previously controlled, in most cases, by Brazilian Government enterprises.




NYDOCS02/43790.12
                            TABLE OF CONTENTS
        Page

I. INTRODUCTION         1
      Background 1
      Key Investment Considerations       2
      Investment Professionals      4
      Investment Objectives, Strategy and Guidelines and Exit Strategies 8
      Partnership's Key Terms 10

II. SUMMARY OF TERMS           12

III. CVC/OPPORTUNITY EQUITY PARTNERS, L.P.             31
       Overview    31
       Investment Strategy      31
       Investment Targets       32
       Transaction Initiation and Execution     33
       The Management of the Partnership 34
       The Management Team 35
       Ownership of the General Partner     39
       Removal of the General Partner with Cause       39

IV. THE BRAZILIAN OPPORTUNITY 40

VI. TRANSACTION SUMMARIES            46

VII. SIDE-BY-SIDE INVESTING          62

VIII. CITIBANK CLOSINGS AND CONTRIBUTED INVESTMENTS               65

IX. INVESTOR CONSIDERATIONS 66
      Risk Factors — General 66
      isk Factors — Brazil    68
      Risk Factors — Potential Conflicts of Interest   72
      Indemnification 73
      Brazilian Ownership Regulations      74
      Tax Considerations      77
      ERISA Considerations 81




NYDOCS02/43790.12
APPENDIX I THE ON-SHORE FUND           I-1

APPENDIX II THE FEDERATIVE REPUBLIC OF BRAZIL   II-1




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