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                                                                EXHIBIT 10.13.2


                 FIRST AMENDMENT TO ART COATED SUPPLY AGREEMENT
                                 BY AND BETWEEN
            SOUZA CRUZ S.A. AND COMPANHIA INDUSTRIAL DE PAPEL PIRAHY
                          DATED AS OF FEBRUARY 2, 1998


This First Amendment to Art Coated Supply Agreement is entered into by and
between Schweitzer-Mauduit do Brasil, S.A., successor in interest to Companhia
Industrial de Papel Pirahy, and Souza Cruz S.A. this 23rd day of February,
2000.

The parties hereto agree to amend the Art Coated Supply Agreement as follows:

         1.       The first two sentences of Article VIII, Term, subsection
(a), shall be deleted in their entirety and replaced with the following new
sentences:

                  "This Agreement will remain in force for an initial period of
                  six (6) years from the date of its execution. The Parties
                  agree that, prior to the expiry of the initial six year term,
                  they will negotiate in good faith for a further extension of
                  the Agreement on such terms as they deem suitable."

         2.       Except as expressly amended herein, the terms and conditions
of the Supply Agreement shall remain in full force and effect.



Schweitzer-Mauduit do Brasil, S.A.                    Souza Cruz S.A.

By:                                         By:
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Title:                                      Title:
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Witnessed by:                               Witnessed by:


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Signature                                   Signature


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Print Name                                  Print name


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Identification Number                       Identification Number