Brett, this looks fine.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 12/18/2000 
05:10 PM ---------------------------


Brett R Wiggs@ENRON
12/18/2000 04:50 PM
To: David W Delainey@ECT
cc:  
Subject: Additional Language

Dave:

The following is the additional language I discussed.  Please let me know if 
this is acceptable.

Thanks,
Brett

Section 24.14 Purchase Option.  Within ninety (90) Days following the 
Execution Date, each of PETROBRAS and SFE agree to discuss the potential 
option of PETROBRAS or one of its Affiliates to purchase all of the 
outstanding equity interests in SFE following the Term of this Agreement.  
Each of PETROBRAS and SFE agree that unless definitive documentation is 
executed regarding such potential sale, no such discussions shall be binding 
on either PETROBRAS or SFE. Each of PETROBRAS and SFE shall have no 
obligation to enter into any transaction regarding such proposed sale.  
Nothing in this Section 24.14 shall be deemed as a condition to the 
performance of any Party under this Agreement and the failure to effect such 
sale shall in no way relieve any Party of any obligation set forth herein.