Money Center Banks

MEMORANDUM OF AGREEMENT

     THIS MEMORANDUM OF AGREEMENT (together with the Exhibits and Annexes attached hereto, this MOA) is made and entered into as of this 14th day of December, 2002 (the MOA Effective Date) by and among America Online Latin America, Inc., a Delaware corporation (AOLA), AOL Brasil Ltda., a Brazilian limited liability quota company (AOLB), and Banco Ita S.A., a Brazilian bank (Ita) (each a Party and together the Parties), to amend and modify the Strategic Interactive Services and Marketing Agreement dated June 12, 2000, as heretofore amended, by and among the Parties (including the exhibits thereto, the SMA).

     WHEREAS, pursuant to the terms of the SMA, the Parties market a co-branded version of the AOLB Service to Ita Customers;

     WHEREAS, the Parties have agreed to amend and modify the SMA as outlined in this MOA; and

     WHEREAS, as of the MOA Effective Date, the Parties desire to undertake the marketing activities and other obligations described in Exhibit A;

     NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound, AOLA, AOLB and Ita hereby agree as follows:

     1.     Binding Nature of this MOA; Entire Agreement. This MOA constitutes a valid and binding agreement, enforceable in accordance with the terms hereof against AOLA, AOLB and Ita. As of the MOA Effective Date, the Parties shall perform their respective obligations under the SMA, as it is amended by this MOA. The terms of this MOA supersede and amend the provisions of the SMA to the extent set forth herein, and to the extent that the terms hereof conflict with the terms of the SMA. The representations, warranties, covenants and agreements of the Parties contained in the SMA shall remain in full force and effect to the extent not inconsistent with the terms of this MOA. In the event of any conflict between the rights or obligations of a Party under this MOA and the SMA, this MOA shall govern the rights or obligations of such Party. In all other respects the provisions of the SMA shall continue to govern the business relationship among the Parties, and nothing contained in this MOA should be interpreted as invalidating the SMA. This MOA sets forth the entire agreement, and supersedes any and all prior documents or agreements of the Parties (other than those terms of the SMA that do not conflict herewith), with respect to the subject matter of this MOA, including, without limitation, the Summary of Ita & AOLA Negotiation that was used by the Parties as a basis for discussion.

     2.     Intention to Formally Amend the SMA. Each of the Parties agrees to negotiate in good faith, for a period of ninety (90) days or such longer period as the Parties may mutually agree, with respect to amending and restating the SMA, including, without limitation, the Marketing Plan, Technical Operating Plan and the Finance Plan contained therein, to (a) incorporate the terms and conditions contained in this MOA, and (b) incorporate any other amendments on which the Parties may mutually agree. Neither (x) the agreement to negotiate contained in this Section 2 of the MOA, nor (y) any failure or inability to reach an agreement on any such amendment to the SMA, shall

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affect in any way the validity, enforceability or binding nature of the obligations contained in this MOA or the fact that this MOA supersedes the SMA to the extent that the terms hereof and thereof are inconsistent.

     3.     Marketing Obligations.

     (a)  The Parties hereby agree to undertake and perform, in lieu of the marketing activities called for under the SMA prior to the fifth Anniversary Date, the marketing and other obligations and to pay the amounts set forth in Exhibit A, as may be further detailed in the Marketing Plans agreed upon by the Parties from time to time. Notwithstanding Section 2.1.2 of the SMA, (i) Itas marketing obligations under the SMA as amended by this MOA shall not be in Itas discretion except when expressly provided herein, (ii) any Marketing Plans shall be jointly created and agreed upon by the Parties before any such Marketing Plans are effective, and (iii) Ita shall be obligated to spend the amounts, and commit the resources, described in Exhibit A. Notwithstanding Section 6.1 of the SMA, all marketing materials shall be subject to the approval of the Parties except as expressly provided otherwise herein. Notwithstanding anything to the contrary in the SMA, the Marketing Committees sole responsibility shall be to jointly review and agree upon those marketing obligations that call for the approval of all Parties. For the avoidance of doubt, notwithstanding this MOA, Ita shall continue to have the obligation to engage in a commercially reasonable level of marketing after the expiration of the five-year period after the Launch Date, as required by Section 2.1.2 of the SMA.

     (b)  Notwithstanding the definition of Material Marketing Breach contained in the SMA, the term Material Marketing Breach shall mean a circumstance whereby Ita is obligated, or would have been obligated in the absence of the annual caps specified in Sections 5(a)(iii), 5(a)(iv) and 5(b)(ii) of Exhibit A (and for the purposes of the calculation excluding the 120% factor used in calculating the Distribution Payments and Promoters Payments), with respect to any two of the immediately preceding four Quarters, to make Marketing Payments to AOLB of more than 50% of the maximum potential Marketing Payments for each of such two Quarters, where the maximum potential Marketing Payments for any Quarter shall be the maximum Marketing Payment Ita would have been liable to make if it had failed to perform all of its obligations in such Quarter (excluding for the purposes of the calculation the 120% factor used in calculating the CD Distribution Payment and Promoters Payments).

     4.     Second Anniversary Reference Payment and Minimum Marketing Commitments. As of the MOA Effective Date, Ita shall have no obligation to make (i) any Reference Payment to AOLA or AOLB with respect to the second Anniversary Date (whether pursuant to Section 8 of the SMA or otherwise), or (ii) any payment with respect to any failure to meet the Minimum Marketing Commitments relating to the period from the first Anniversary Date to the MOA Effective Date. AOLA and AOLB hereby irrevocably waive any claim with respect to any such payments.

     5. Reference Payments. The Parties agree that Ita shall pay the Reference Payments and Marketing Payments described in Exhibit A (if due) in lieu of any Reference Payments that would have been due under the SMA after the MOA Effective Date in the absence of this MOA.


197794

                                      
02 Civ. 3288           02 Civ. 4973         02 Civ. 8230
02 Civ. 3416           02 Civ. 4990         02 Civ. 8234
02 Civ. 3419           02 Civ. 5057         02 Civ. 9513
02 Civ. 3508           02 Civ. 5071         02 Civ. 9514
02 Civ. 3537           02 Civ. 5087         02 Civ. 9515
02 Civ. 3647           02 Civ. 5108         02 Civ. 9516
02 Civ. 3750           02 Civ. 5224         02 Civ. 9519
02 Civ. 3771           02 Civ. 5285         02 Civ. 9521
02 Civ. 4719           02 Civ. 8226         03 Civ. 2841
02 Civ. 4945           02 Civ. . . .

<DESCRIPTION>OFFERING MEMORANDUM
<TEXT>
<PAGE>

                        CONFIDENTIAL OFFERING MEMORANDUM

                                 [EL PASO LOGO]

                               EXCHANGE OFFER OF
                         2.5063 SHARES OF COMMON STOCK
                                      AND
                                 $9.70 IN CASH
                                      FOR
                                EACH OUTSTANDING
                           9.00% EQUITY SECURITY UNIT
                             ------ . . .

     CADBURY SCHWEPPES US FINANCE LLC
$1,000,000,000 3.875% Guaranteed Senior Notes due 2008
$1,000,000,000 5.125% Guaranteed Senior Notes due 2013
Guaranteed by Cadbury Schweppes public limited company
and Cadbury Schweppes Finance p.l.c.

                                [CMS ENERGY LOGO]

                               Offering Memorandum

                                5,000,000 Shares

                             CMS ENERGY CORPORATION

                       Exchange Offer for all Outstanding

                  4.50% Cumulative Convertible Preferred Stock
                    (liquidation preference $50.00 per share)

       THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
                      DECEMBER 9, 2004 UNLESS WE EXTEND IT.

                           Terms of the Exchange Offer

      We are  . . .