ENGINEERING, PROCUREMENT AND
                      CONSTRUCTION CONTRACT


                   dated as of August 17, 2010

                         By and Between

                      Seaboard Corporation

                               And

                       WARTSILA FINLAND OY


                               For

         106 MW GAS FIRED (108 MW HEAVY FUEL OIL FIRED)
                    BARGE-MOUNTED POWER PLANT

             TO BE LOCATED IN THE DOMINICAN REPUBLIC

<PAGE>


                        TABLE OF CONTENTS


  TABLE OF CONTENTS                                            I
  RECITALS                                                     1
  ARTICLE I. AGREEMENT; INTERPRETATION; DEFINITIONS            1
  1.1         DOCUMENTS INCLUDED                               1
  1.2         ENTIRE AGREEMENT                                 2
  1.3         CONFLICTING PROVISIONS                           3
  1.4         RULES OF INTERPRETATION                          3
       1.4.1  TERMINOLOGY                                      3
       1.4.2  HEADINGS                                         4
       1.4.3  JOINT RESPONSIBILITY FOR DRAFTING                4
       1.4.4  OBLIGATION TO ACT IN GOOD FAITH, ETC.            4
       1.4.5  DEFINITIONS                                      4
  ARTICLE II. RESPONSIBILITIES OF OWNER                       15
  2.1         OWNER'S RESPONSIBILITIES                        15
       2.1.1  ACCESS TO JOB SITE                              15
       2.1.2  EASEMENTS                                       16
       2.1.3  CONSTRUCTION UTILITIES                          16
       2.1.4  OWNER'S REPRESENTATIVE                          16
       2.1.5  OWNER'S GOVERNMENTAL APPROVALS                  16
       2.1.6  REGISTRATION AND FINANCING REQUIREMENTS         17
       2.1.7  OPERATING PERSONNEL                             17
       2.1.8  CUSTOMS CLEARANCE                               17
       2.1.9  INTERCONNECTIONS TO THE UTILITY                 18
       2.1.10 RELEVANT INFORMATION FOR CONTRACTOR             18
       2.1.11 SPARE PARTS                                     18
       2.1.12 OTHER ITEMS OF OWNER SUPPLY                     18
       2.1.13 PAYMENT OBLIGATIONS TO CONTRACTOR               18
  2.2         HAZARDOUS MATERIALS                             18
  2.3         ITEMS REQUIRED FOR CHECK-OUT, START-UP AND
               PERFORMANCE TESTING                            18
  2.4         COMPLIANCE WITH APPLICABLE LAWS                 19
  2.5         ENGAGEMENT OF OWNER'S ENGINEER                  19
  2.6         OWNER'S SITE WORKS                              19
  2.7         LETTER OF CREDIT                                19
  ARTICLE III. RESPONSIBILITIES OF CONTRACTOR                 20
  3.1         CONTRACTOR'S GENERAL OBLIGATION TO PROVIDE
               FACILITY                                       20
  3.2         SPECIFIC OBLIGATIONS                            20
       3.2.1  HANDLING OF EQUIPMENT AND MATERIALS, ETC        20
       3.2.2  QUALITY OF EQUIPMENT AND MATERIALS, ETC         21
       3.2.3  CONSTRUCTION MEANS, METHODS, ETC                21
       3.2.4  KEY PERSONNEL                                   21
       3.2.5  MAINTENANCE OF JOB SITE                         21
       3.2.6  JOB SITE SAFETY                                 22
       3.2.7  INTERCONNECTION TO THE UTILITY                  22
       3.2.8  SPECIAL TOOLS, SPARE PARTS RECOMMENDATIONS      22

<PAGE>

       3.2.9  TEMPORARY OPERATING PERSONNEL                   22
       3.2.10 CONTRACTOR'S PROJECT MANAGER                    22
       3.2.11 ENGINEERING AND DESIGN                          22
       3.2.12 CONSTRUCTION AND CONSTRUCTION MANAGEMENT        23
       3.2.13 PROCUREMENT                                     23
       3.2.14 CONTRACTOR'S TOOLS AND CONSTRUCTION EQUIPMENT   23
       3.2.15 TAXES AND OTHER CHARGES                         23
  3.3         RELEVANT INFORMATION; ASSISTANCE TO OWNER IN
               DEALINGS WITH UTILITY AND GOVERNMENTAL UNITS,
               ETC                                            23
  3.4         SURPLUS MATERIALS                               23
  3.5         HAZARDOUS MATERIALS                             23
  3.6         EMPLOYMENT OF LICENSED PERSONNEL AND LABOR
               RELATIONS                                      24
  3.7         COMPLIANCE WITH APPLICABLE LAWS                 24
  3.8         CONTRACTOR GOVERNMENTAL APPROVALS               24
  3.9         INSPECTION OF SITE                              25
  3.10        CONTRACTOR PERFORMANCE GUARANTY                 25
  3.11        TRANSPORTATION                                  25
  3.12        STORAGE AND RELATED MATTERS                     25
  3.13        TESTING                                         25
  3.14        JOB SITE, SHIPYARD AND OTHER ACCESS             25
  3.15        EMPLOYEE IDENTIFICATION; JOB SITE SECURITY      26
  3.16        FURTHER ASSURANCES                              26
  3.17        COOPERATION WITH OTHERS                         26
  3.18        SAFETY PRECAUTIONS                              26
  3.19        INSPECTIONS                                     26
  3.20        PAYMENT                                         26
  3.21        SURVEYOR                                        27
  ARTICLE IV. REPRESENTATIONS AND WARRANTIES                  27
  4.1         REPRESENTATIONS AND WARRANTIES OF OWNER         27
       4.1.1  DUE ORGANIZATION, POWER AND AUTHORITY           27
       4.1.2  BINDING OBLIGATION                              27
       4.1.3  NO EXISTING BREACH OR DEFAULT                   27
       4.1.4  NO PENDING LITIGATION, ETC.                     27
       4.1.5  COMPLIANCE WITH LAWS                            28
  4.2         REPRESENTATIONS AND WARRANTIES OF CONTRACTOR    28
       4.2.1  DUE ORGANIZATION, POWER AND AUTHORITY           28
       4.2.2  BINDING OBLIGATION                              28
       4.2.3  NO EXISTING BREACH OR DEFAULT                   28
       4.2.4  NO PENDING LITIGATION, ETC.                     28
       4.2.5  CONTRACTOR QUALIFIED TO PERFORM THE WORK        28
       4.2.6  PATENTS, LICENSES, FRANCHISES                   29
       4.2.7  COMPLIANCE WITH LAWS                            29
       4.2.8  THE AGREEMENT                                   29
       4.2.9  APPLICABLE LAWS AND APPLICABLE CODES AND
               STANDARDS                                      29

<PAGE>

  ARTICLE V. CONTRACT AMOUNT AND OTHER CHARGES                29
  5.1         CONTRACT AMOUNT                                 29
  5.2         TAXES                                           30
       5.2.1  RESPONSIBILITY OF OWNER                         30
       5.2.2  RESPONSIBILITY OF OWNER                         30
  ARTICLE VI. PAYMENT TERMS                                   30
  6.1         PAYMENT OF CONTRACT AMOUNT                      30
       6.1.1  MILESTONE PAYMENT SCHEDULE; DOWN PAYMENT        30
       6.1.2  MILESTONE PAYMENTS                              30
       6.1.3  PAYMENT AT COMMERCIAL OPERATION                 31
       6.1.4  PAYMENT UPON FINAL COMPLETION                   31
       6.1.5  INTEREST                                        32
  6.2         PAYMENT DISPUTES                                32
       6.2.1  PARTIAL PAYMENT; ACCRUAL OF INTEREST            32
       6.2.2  RESOLUTION OF DISPUTES                          32
  6.3         FORM AND MANNER OF PAYMENTS                     32
  6.4         NO PAYMENT IN THE EVENT OF MATERIAL BREACH.     33
  6.5         PAYMENT NOT ACCEPTANCE                          33
  ARTICLE VII. COMMENCEMENT OF THE WORK; TERMINATION          33
  7.1         EFFECTIVE DATE                                  33
  7.2         [INTENTIONALLY OMITTED]                         33
  7.3         COMMENCEMENT OF WORK                            34
  7.4         CANCELLATION                                    34
  7.5         TERMINATION; SURVIVAL OF PROVISIONS             34
  ARTICLE VIII. DOCUMENTATION                                 34
  8.1         DELIVERY OF PRELIMINARY DESIGN DRAWINGS         34
       8.1.1  NO OWNER RESPONSE                               35
       8.1.2  COMMENT OR APPROVAL BY OWNER                    35
       8.1.3  DISAPPROVAL BY OWNER                            35
  8.2         DELIVERY OF JOB BOOKS AND OPERATING MANUALS     35
  8.3         CONTENT OF JOB BOOKS                            36
  ARTICLE IX. INSPECTION AND CORRECTION OF WORK               38
  9.1         PERIODIC INSPECTIONS                            38
  9.2         CORRECTION OF WORK                              38
       9.2.1  CORRECTION OF WORK PRIOR TO COMMERCIAL
               OPERATION                                      38
       9.2.2  CORRECTION OF WORK AFTER COMMERCIAL OPERATION   38
  9.3         OBSERVANCE OF TESTS                             39
  9.4         QUALITY ASSURANCE                               39
  ARTICLE X. COMPLETION OF THE WORK                           39
  10.1        ACTION BY OWNER AND OWNER'S ENGINEER WITH
               RESPECT TO COMPLETION CERTIFICATES             39
  10.2        TEST GUIDELINES; TEST PROCEDURES                40
  10.3        SCHEDULE, CONDUCT AND OBSERVATION OF
               PRELIMINARY TESTS                              40
  10.4        MECHANICAL COMPLETION                           40
       10.4.1 CONDITIONS FOR MECHANICAL COMPLETION            40
       10.4.2 ISSUANCE OF MECHANICAL COMPLETION CERTIFICATE   41

<PAGE>

  10.5        PERFORMANCE TESTS                               41
       10.5.1 CONDUCT OF PERFORMANCE TESTS                    41
       10.5.2 MINIMUM PERFORMANCE STANDARDS ACHIEVED BUT
               FAILURE TO MEET ACHIEVE PERFORMANCE
               GUARANTEES                                     42
       10.5.3 MINIMUM PERFORMANCE STANDARDS NOT ACHIEVED      42
       10.5.4 ISSUANCE OF PERFORMANCE TEST COMPLETION
               CERTIFICATE                                    43
       10.5.5 DISPOSITION OF OUTPUT                           43
  10.6        COMMERCIAL OPERATION                            43
       10.6.1 CONDITIONS FOR COMMERCIAL OPERATION             43
       10.6.2 COMMERCIAL OPERATION PRIOR TO COMPLETION OF
               TESTING                                        44
       10.6.3 ISSUANCE OF COMMERCIAL OPERATION CERTIFICATE    44
  10.7        DELAYS IN COMMERCIAL OPERATION NOT DUE TO
               FAULT OF CONTRACTOR                            44
       10.7.1 DELAY IN COMPLETION OF UTILITY
               INTERCONNECTION OF LOAD                        44
       10.7.2 DELAY IN PERFORMANCE TESTS                      45
  10.8        PUNCH LIST                                      45
  10.9        SUBSTANTIAL COMPLETION                          46
       10.9.1 CONDITIONS FOR SUBSTANTIAL COMPLETION           46
       10.9.2 ISSUANCE OF SUBSTANTIAL COMPLETION CERTIFICATE  47
  10.10       FINAL COMPLETION                                47
       10.10.1CONDITIONS FOR FINAL COMPLETION                 47
       10.10.2ISSUANCE OF FINAL COMPLETION CERTIFICATE        48
  10.11       LIQUIDATED DAMAGES                              48
       10.11.1DELAY LIQUIDATED DAMAGES                        48
       10.11.2NET ELECTRICAL CAPACITY LIQUIDATED DAMAGES      48
       10.11.3NET ELECTRICAL OUTPUT LIQUIDATED DAMAGES        48
       10.11.4HEAT RATE LIQUIDATED DAMAGES                    48
       10.11.5LIQUIDATED DAMAGES NOT PENALTY                  49
       10.11.6CUMULATIVE REMEDIES                             49
  10.12       CONTRACTOR BONUSES                              49
       10.12.1EARLY COMPLETION BONUS                          49
       10.12.2ADDITIONAL EARLY COMPLETION BONUS               50
  10.13       GUARANTEED COMPLETION                           50
  ARTICLE XI. CHANGE ORDERS                                   50
  11.1        OWNER REQUESTED CHANGE ORDERS                   50
  11.2        CONTRACTOR REQUESTED CHANGE ORDERS              51
       11.2.1 CONTRACTOR CHANGE ORDER                         51
       11.2.2 CONTRACTOR PRELIMINARY NOTICE                   52
       11.2.3 CONTRACTOR FAILURE TO PROVIDE PRELIMINARY
               NOTICE                                         52
  11.3        DELAY CAUSED BY OWNER, PRE-EXISTING HAZARDOUS
               MATERIALS, SUBSURFACE CONDITIONS OR CHANGES
               IN LAW                                         52
  11.4        DISPUTES WITH RESPECT TO CHANGE ORDERS          53
  11.5        DOCUMENTATION                                   53
  11.6        EFFECT OF FORCE MAJEURE EVENT                   53
  11.7        BASIS FOR COMPENSATION FOR COSTS                53

<PAGE>

  11.8        RECORDS AND AUDIT RIGHTS                        54
       11.8.1 CONTRACTOR RECORDS                              54
       11.8.2 GENERAL AND ADMINISTRATIVE RATES                55
  11.9        MITIGATION                                      55
  11.10       ACCORD AND SATISFACTION                         55
  11.11       ADJUSTMENT ONLY THROUGH CHANGE ORDER            55
  ARTICLE XII. SUBCONTRACTS.                                  55
  12.1        SUBCONTRACTORS                                  55
  12.2        MAJOR SPECIALTY CONSULTANTS, SUBCONTRACTORS
               AND EQUIPMENT SUPPLIERS                        55
  12.3        NO PRIVITY WITH SUBCONTRACTORS                  56
  12.4        REVIEW AND APPROVAL NOT RELIEF OF CONTRACTOR'S
               LIABILITY                                      56
  12.5        OWNER'S RIGHTS                                  56
  12.6        SUBCONTRACTS                                    56
  ARTICLE XIII. WARRANTIES                                    56
  13.1        CONTRACTOR'S WARRANTY                           56
  13.2        WARRANTY PERIOD                                 56
  13.3        CONDITIONS OF WARRANTY                          57
  13.4        REMEDY                                          57
  13.5        SUBCONTRACTOR WARRANTIES                        58
  13.6        LIMITED WARRANTY                                59
  13.7        WARRANTY BOND                                   59
  ARTICLE XIV. TITLE; RISK OF LOSS                            59
  14.1        CLEAR TITLE                                     59
  14.2        RISK OF LOSS                                    60
  14.3        CONTRACTOR'S DRAWINGS, ETC. FOR USE BY OWNER    61
       14.3.1 RIGHTS IN WORK PRODUCT                          61
       14.3.2 REUSE OF DOCUMENTS WORK PRODUCT FOR OTHER
               FACILITIES                                     61
       14.3.3 OWNER PROVIDED DOCUMENTS                        61
  ARTICLE XV. OPERATOR TRAINING                               61
  15.1        TRAINING PROGRAM                                61
  15.2        CAPABLE OPERATING PERSONNEL                     62
  15.3        RESPONSIBILITY FOR OPERATING PERSONNEL          62
  ARTICLE XVI. TERMINATION                                    62
  16.1        EVENTS OF DEFAULT BY CONTRACTOR                 62
       16.1.1 UNAUTHORIZED ASSIGNMENT                         63
       16.1.2 BREACH OF REPRESENTATION                        63
       16.1.3 VIOLATION OF APPLICABLE LAWS                    63
       16.1.4 LATE COMPLETION                                 63
       16.1.5 FAILURE OF CONTRACTOR PERFORMANCE GUARANTY      63
       16.1.6 MATERIAL DEFAULT                                63
       16.1.7 BANKRUPTCY                                      63
       16.1.8 PAYMENT SECURITY DEFAULT                        63
       16.1.8 ABANDONMENT                                     63
       16.1.9 FAILURE TO PROSECUTE THE WORK                   63
       16.1.10FAILURE TO MAINTAIN INSURANCE                   63

<PAGE>

  16.2        OWNER'S REMEDIES AGAINST CONTRACTOR             64
  16.3        ADDITIONAL OWNER'S RIGHTS UPON CONTRACTOR
               DEFAULT                                        64
  16.4        GENERAL OBLIGATIONS                             65
       16.4.1 INVENTORY EQUIPMENT, ETC.                       65
       16.4.2 DELIVER DESIGN WORK PRODUCT AND INFORMATION     65
       16.4.3 SUPPLY PROPRIETARY COMPONENTS                   65
  16.6        EVENTS OF DEFAULT BY OWNER                      65
       16.5.1 UNAUTHORIZED ASSIGNMENT                         66
       16.5.2 BREACH OF REPRESENTATION                        66
       16.5.3 PAYMENT DEFAULT                                 66
       16.5.4 BANKRUPTCY                                      66
  16.5         PAYMENT SECURITY DEFAULT                       66
  16.6         CONTRACTOR REMEDIES                            66
       16.6.1 RIGHT OF TERMINATION AND SUSPENSION             66
       16.6.2 OWNER'S PAYMENT OBLIGATION                      67
  ARTICLE XVII. FORCE MAJEURE                                 67
  17.1        DEFINITION                                      67
  17.2        BURDEN OF PROOF                                 68
  17.3        FAILURE TO PERFORM DUE TO AN EVENT OF FORCE
               MAJEURE                                        68
       17.3.1 CONTRACTOR BREACH OF AGREEMENT                  68
       17.3.2 OWNER BREACH OF AGREEMENT                       68
  17.4        NOTICE OF FORCE MAJEURE                         68
  ARTICLE XVIII. INSURANCE                                    69
  18.1        INSURANCE                                       69
  18.2        INSURANCE CARRIED BY OWNER                      69
  18.3        RIGHT OF OWNER TO PROCURE CONTRACTOR
               INSURANCE                                      69
  18.4        POLICY TERMS AND CONDITIONS                     69
  18.5        SUBCONTRACTORS' INSURANCE                       70
  18.6        CONTRACTOR'S WAIVER                             70
  18.7        OBLIGATIONS NOT RELIEVED                        70
  ARTICLE XIX. INDEMNIFICATION                                70
  19.1        CONTRACTOR GENERAL INDEMNIFICATION              70
  19.2        ADDITIONAL CONTRACTOR INDEMNIFICATION           71
  19.3        PATENT INDEMNIFICATION                          71
  19.4        OWNER GENERAL INDEMNIFICATION                   72
  19.5        HAZARDOUS MATERIALS INDEMNIFICATION             72
       19.5.1 CONTRACTOR INDEMNIFIED PARTIES                  72
       19.5.2 OWNER INDEMNIFIED PARTIES                       72
  19.6        NOTICE                                          73
  19.7        FAILURE TO DEFEND ACTION                        73
  19.8        ENFORCEABILITY                                  73
       19.8.1 INDEMNITY, DEFENSE AND HOLD HARMLESS
               OBLIGATIONS                                    74
       19.8.2 APPLICABLE LAW                                  74
  ARTICLE XX. NON-DISCLOSURE OF INFORMATION                   74
  20.1        PROPRIETARY INFORMATION                         74
  20.2        EXCEPTIONS                                      74

<PAGE>

  20.3        PRESS RELEASES                                  74
  20.4        EQUITABLE RELIEF                                75
  ARTICLE XXI. ASSIGNMENT; FINANCING                          75
  21.1        ASSIGNMENT                                      75
  21.2        FINANCING                                       75
       21.2.1 OWNER ASSIGNMENT TO FINANCING PARTIES;
               ASSUMPTION BY FINANCING PARTIES                75
       21.2.2 DOCUMENTS TO BE PROVIDED BY CONTRACTOR          75
       21.2.3 INFORMATION FOR FINANCING PARTIES               75
       21.2.4 RIGHT TO INSPECT                                76
       21.2.5 NOTICES TO FINANCING PARTIES                    76
       21.2.6 AMENDMENTS REQUIRED BY FINANCING PARTIES        76
  ARTICLE XXII. INDEPENDENT CONTRACTOR                        76
  22.1        INDEPENDENT CONTRACTOR                          76
  22.2        CONTRACTOR'S RESPONSIBILITIES FOR ITS
               EMPLOYEES                                      76
  22.3        RESPONSIBILITIES OF CONTRACTOR AS PRINCIPAL
               FOR ITS EMPLOYEES                              76
  ARTICLE XXIII. LIENS AND CLAIMS                             77
  ARTICLE XXIV. NOTICES AND COMMUNICATIONS                    78
  24.1        NOTICES                                         78
  24.2        EFFECTIVENESS OF NOTICES                        79
  ARTICLE XXV. DISPUTE RESOLUTION                             79
  25.1        NEGOTIATION OF DISPUTES AND DISAGREEMENTS       79
  25.2        ARBITRATION RESOLUTION                          79
       25.2.1 ARBITRATION RULES AND ARBITRATORS               79
       25.2.2 AWARD                                           80
       25.2.3 DISCOVERY                                       80
       25.2.4 JOINDER                                         80
  25.3        CONSENT TO JURISDICTION                         80
  25.4        CONTINUATION OF WORK                            81
  ARTICLE XXVI. LIMITATION OF LIABILITY                       81
  26.1        MAXIMUM LIABILITY                               81
  26.2        CONSEQUENTIAL DAMAGES                           81
  26.3        RELEASES VALID IN ALL EVENTS                    81
  26.4        SCOPE OF RELEASES                               81
  ARTICLE XXVII. DRUG AND ALCOHOL-FREE WORKPLACE              82
  ARTICLE XXVIII. PROJECT PLANNING AND CONTROL                82
  28.1        PROJECT SCHEDULE AND CPM SCHEDULE               82
       28.1.1 PROJECT SCHEDULE                                82
       28.1.2 CPM SCHEDULE SUBMISSION                         83
       28.1.3 PROGRESS UPDATES TO CPM SCHEDULE                83
       28.1.4 APPROVAL OF BASELINE CPM SCHEDULE AND UPDATES
               TO CPM SCHEDULE                                83
  28.2        PROGRESS REPORTS AND MEETINGS                   83
  28.3        PROJECT IMPLEMENTATION PLAN                     84
  28.4        RECOVERY SCHEDULE                               85


<PAGE>

  ARTICLE XXIX. MISCELLANEOUS                                 85
  29.1        VALIDITY AND ENFORCEABILITY                     85
  29.2        GOVERNING LAW                                   86
  29.3        WAIVER                                          86
  29.4        THIRD-PARTY BENEFICIARIES                       86
  29.5        CONTRACTOR'S EMPLOYEES                          86
  29.6        FOREIGN CORRUPT PRACTICES ACT                   86
  29.7        COUNTERPARTS                                    86

<PAGE>


       ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT


     This  ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT  is
made  and  entered  into as of August 17, 2010,  by  and  between
Seaboard Corporation, a company organized and existing under  the
laws  of  Delaware, with offices located at 9000 West 67  Street,
Suite  300, Merriam, Kansas 66202 ("Owner"), and WARTSILA FINLAND
OY,  a  company  incorporated under the  laws  of  Finland,  with
offices  located  at  Tarhaajantie 2,  FIN-65100  Vaasa,  Finland
("Contractor").

                            RECITALS


     WHEREAS,  Owner  wishes  to have constructed  a  gas  diesel
engine  combined  cycle  barge-mounted  generating  power  plant,
including   supply  of  land-based  transformers  and  substation
equipment  (as  more  fully described below,  the  "Facility"  or
"Project"),  with a total net capacity of 106  MW  (108  MW  when
running  on  Heavy  Fuel  Oil)  for  the  delivery  and  sale  of
electricity in the Dominican Republic; and

     WHEREAS, Contractor is in the business of providing  design,
engineering,   equipment  procurement,  construction,   Start-up,
testing  and  training services for gas diesel engine  generating
barge-mounted power plant projects; and

     WHEREAS,  Owner wishes to contract with Contractor  for  the
design,  engineering,  procurement, construction,  Start-up,  and
testing  of  the  aforementioned Facility  and  training  related
thereto; and

     WHEREAS,  the  parties desire to set  forth  the  terms  and
conditions under which Contractor will provide and Owner will pay
for such goods and services;

     NOW,  THEREFORE,  in consideration of the  mutual  covenants
herein contained, and other good and valuable consideration,  the
receipt   and  sufficiency  of  which  are  hereby  acknowledged,
intending  to  be  legally  bound, the parties  hereto  agree  as
follows:

                           ARTICLE I.

             AGREEMENT; INTERPRETATION; DEFINITIONS

     1.1   Documents Included.  This Engineering, Procurement and
Construction   Contract  between  Owner  and   Contractor   (this
"Agreement"),  as may be amended from time to time in  accordance
herewith, consists of this document and the following annexes and
exhibits which are attached hereto or shall be attached hereto in
accordance  with the provisions of this Agreement  (collectively,
"Appendices"), and which are specifically made a part  hereof  by
this reference:

          Annex A -          Technical Specification
          Annex A.1 -        Spare Parts List W 18V50DF
          Annex A.2 -        W 50 Hand Tools
          Annex A.3 -        Turbo-charger TPL 76C List of Tools

<PAGE>

          Annex A.4 -        ME Service Tools V50DF
          Annex A.5 -        Steam Turbine Spare Parts
          Annex A.6 -        HFO Separator Tools
          Annex A.7 -        Lube Oil Separator Tools
          Annex A.8 -        Emissions Data Sheet
          Annex B -          Scope of Supply List
          Annex C -          List of Preliminary Design Drawings
          Exhibit 2.1.1 -    Facility and Job Site Map
          Exhibit 2.1.5 -    List of Governmental Approvals to be
                             Obtained
          Exhibit 2.7 -      Term Sheet ofIrrevocable Import Letter
                             of Credit
          Exhibit 3.11 -     Form of Contractor Performance Guaranty
          Exhibit 3.2.4 -    List of Key Personnel
          Exhibit 6.1.1 -    Milestone Payment Schedule
          Exhibit 6.1.2(A) - Form of Invoice
          Exhibit 6.1.2(B) - Form of Milestone Completion Certificate
          Exhibit 6.1.2(C) - Form  of  Contractor's  Intermediate
                             "Lien and Claim Waiver" Certificate
          Exhibit 6.1.2(D) - Form of Subcontractor's Intermediate
                             "Lien and Claim Waiver" Certificate
          Exhibit 6.1.4(A) - Form of Contractor's Final "Lien and
                             Claim Waiver" Certificate
          Exhibit 6.1.4(B) - Form of Subcontractor's Final  "Lien
                             and Claim Waiver" Certificate
          Exhibit 10.2 -     Performance Test Guidelines
          Exhibit 10.4.2 -   Form of Mechanical Completion Certificate
          Exhibit 10.5.4 -   Form of Performance Test Completion
                             Certificate
          Exhibit 10.6.2 -   Form of Commercial Operation Certificate
          Exhibit 10.8.2 -   Form of Substantial Completion Certificate
          Exhibit 10.10.2 -  Form of Final Completion Certificate
          Exhibit 11.1(A)    Form of Unilateral Change Order
          Exhibit 11.1(B)    Form of Mutual Change Order
          Exhibit 12.1       Approved Subcontractors
          Exhibit 13 -       Form of Warranty Bond
          Exhibit 14.1 -     Form of Bill of Sale
          Exhibit 16.6.2 -   Termination Payment Schedule
          Exhibit 18.1 -     Contractor Furnished Insurance
          Exhibit 28.1 -     Project Schedule

     1.2   Entire  Agreement.  Any Work (as hereinafter  defined)
described in this Agreement which was performed or caused  to  be
performed by Contractor prior to the execution of this Agreement,
including  all  such  Work  performed  pursuant  to  the   Letter
Agreement and Side Letter, shall be deemed to have been performed
under  this  Agreement.  This Agreement sets forth the  full  and
complete  understanding of the Parties relating  to  the  subject
matter  hereof as of the date first above stated, and  supersedes
any and all negotiations, agreements and representations made  or
dated  prior  thereto, including the Letter  Agreement  and  Side
Letter.   Any  payments made by Owner under the Letter  Agreement
and  Side  Letter and any Work

<PAGE> 2

performed  by  Contractor  under  the  Letter  Agreement and Side
Letter  shall  be  deemed  to   have  been made  or performed, as
applicable, pursuant to this Agreement  and shall  be governed by
and    subject     to    the    terms    of    this    Agreement.
Subsequent   to   the  date  hereof,  this   Agreement   may   be
supplemented,  modified or otherwise amended by mutual  agreement
or  in  accordance  with  the  terms  of  this  Agreement.   Such
amendments, if any, must be in the form of a written amendment to
this  Agreement,  and, except as set forth in  unilateral  Change
Orders  issued  by  Owner  to  Contractor  hereunder,  signed  by
authorized representatives of both Parties to this Agreement.

     1.3  Conflicting Provisions.  In the event of any conflict or
inconsistency between or among this document and the  Appendices,
such  conflict shall be resolved in accordance with the following
order of precedence: (a) this document; (b) Annex A; (c) Annex B;
(d)  the other Appendices.  Either Party, upon becoming aware  of
any conflict or inconsistency among any of the components of this
Agreement,  shall promptly notify the other Party in  writing  of
such  conflict  or inconsistency.  Any conflict or  inconsistency
which   cannot  be  resolved  by  the  Parties  to  their  mutual
satisfaction shall be resolved in accordance with the  provisions
of ARTICLE XXV.

     1.4  Rules of Interpretation.

            1.4.1   Terminology.  Unless  otherwise  required  by
the context in which any term appears:

               (i)  Capitalized  terms  used  in  this  Agreement
     shall have the meanings specified in this Article or defined
     elsewhere in this Agreement.

              (ii)  The singular shall include the plural and the
     masculine shall include the feminine and neuter.

             (iii)  References    to    "Articles,"   "Sections,"
     "Annexes",  or  "Exhibits"  shall be  to articles, sections,
     annexes,  or  exhibits  of this Agreement, and references to
     paragraphs  or  clauses  shall be  to separate paragraphs or
     clauses of the section or subsection  in which the reference
     occurs.

              (iv)  The  words "herein," "hereof" and "hereunder"
     shall  refer  to  this  Agreement  as a whole and not to any
     particular  section  or  subsection  of  this Agreement; the
     words  "include,"  "includes"  or  "including"  shall   mean
     "including,  but  not  limited  to;"  and  the  words  "best
     efforts" shall mean a level of effort which, in the exercise
     of  reasonable  judgment  in the light of facts known at the
     time  a  decision is made, can be expected to accomplish the
     desired result at a reasonable cost, consistent with Prudent
     Electric Practices.

               (v)  The  term  "day"  shall  mean  calendar   day
     (beginning at 12:00 a.m. and  ending  at 11:59 p.m.), in the
     location where the  relevant (a) payment  of funds  is to be
     received, (b) notice is  to  be received, or (c) performance
     is  to  be  made;  and  the term "business day" shall mean a
     weekday on which commercial banks are commonly  open  in the
     relevant  location  as aforesaid; provided, that in the case
     of (c), if performance is to be made at the Job Site  and if
     work is normally scheduled to be conducted at the  Job  Site
     on

<PAGE> 3

     a  weekend  or  holiday, then such day shall be considered a
     business day.  Whenever  an  event  is  to be performed by a
     particular date, or a period  ends on a particular date, and
     the date  in  question falls on a weekend, or on a day which
     is not a  business day, the event shall be performed, or the
     period shall  end, on the next succeeding business day.  The
     term "month" shall  mean  a  calendar  month,  and  the term
     "year" shall mean a calendar year.

              (vi)  All accounting terms not specifically defined
     herein  shall  be  construed  in  accordance  with generally
     accepted  accounting  principles  in  the  United States  of
     America, consistently applied.

             (vii)  All  references  to a particular entity shall
     include such entity's successors and permitted assigns.

            (viii)  All  references  herein   to   any   contract
     (including this Agreement)  or other  agreement  shall be to
     such contract or other agreement as amended and supplemented
     or modified to the date of reference.

              (ix)  The  Facility  will  operate  on  dual  fuel,
     natural gas ("NG")  and heavy fuel oil ("HFO") and will have
     net capacity of 106 MW  when  running  on NG and 108 MW when
     running on HFO.  With respect to  any  standards  set out in
     this document  which  do not distinguish NG or HFO the first
     Arabic numeral shall mean when  running on NG and the second
     parenthetical  standard  provided shall mean when running on
     HFO.

            1.4.2   Headings.  The  titles  of  the  articles and
     sections  herein  have  been  inserted   as   a   matter  of
     convenience  of  reference  only,  and shall not  control or
     affect the meaning or construction  of  any  of the terms or
     provisions hereof.

            1.4.3   Joint   Responsibility  for   Drafting.  This
     Agreement  was  negotiated and prepared by both Parties with
     advice of counsel to  the  extent  deemed  necessary by each
     Party;  the  Parties  have agreed to  the  wording  of  this
     Agreement;  and  none  of  the  provisions  hereof  shall be
     construed against one  Party on the ground  that  such Party
     is the author of this Agreement  or  any part thereof.

            1.4.4   Obligation  to  Act  in Good Faith, Etc.  The
     Parties  shall  act  reasonably  and in  accordance with the
     principles of good faith and fair dealing in the performance
     of this Agreement.  Unless   expressly   provided   in  this
     Agreement that a Party may exercise its sole discretion with
     respect  thereto,  (i)  where  this  Agreement  requires the
     consent,  approval,  or  similar  action  by  a Party,  such
     consent  or  approval  shall  not  be  unreasonably delayed,
     and (ii) wherever this Agreement gives a Party  a  right  to
     determine, require,  specify or  take  similar  action  with
     respect to a  matter,   such   determination,   requirement,
     specification or similar action shall be reasonable.

            1.4.5   Definitions.  For   the   purposes   of  this
     Agreement,  the  following  words  and  terms shall have the
     meanings specified below (other words and abbreviations that
     have well-known technical or trade meanings are used in this
     Agreement in accordance with such recognized meanings):

<PAGE> 4

     Affiliate.   A  Person  who, with  respect  to  a  specified
Person, directly or indirectly through one or more intermediaries
controls,  or is controlled by, or is under common control  with,
the Person specified.

     Agreement.   As defined in Section 1.1.

     Appendices.  As defined in Section 1.1.

     Applicable   Codes  and  Standards.   Any  and  all   codes,
standards  or  requirements  set  forth  herein  (including   the
Specifications) or in any Applicable Laws, which codes, standards
and  requirements  shall govern Contractor's performance  of  the
Work,  as  provided herein.  In the event of an inconsistency  or
conflict  between any of the Applicable Codes and Standards,  the
highest performance standard as contemplated therein shall govern
Contractor's performance under this Agreement.  In all places  in
this  Agreement  where the Contractors make a representation,  or
have an obligation to ensure that the Work or Facility is or will
be  in  compliance  with all Applicable Codes  and  Standards  as
relates to Emissions, any such representation or obligation shall
be  satisfied upon the Work or Facility meeting the Environmental
Requirements.

     Applicable  Laws. All laws, ordinances, judgments,  decrees,
injunctions,    writs,    rules,    regulations,    orders    and
interpretations of any Governmental Unit, including  Governmental
Approvals, Environmental Laws, laws related to health and  safety
and  Applicable Codes and Standards set forth in Applicable Laws,
as may be in effect at the time of Contractor's performance under
the  Agreement.   In  all  places in  this  Agreement  where  the
Contractors  make  a  representation, or have  an  obligation  to
ensure that the Work or Facility is or will be in compliance with
all   Applicable   Laws  as  relates  to  Emissions,   any   such
representation or obligation shall be satisfied upon the Work  or
Facility meeting the Environmental Requirements.

     Arbitration Rules.  As defined in Section 25.2.

     Barge.  The portion of the Facility consisting of the  hull,
deck  and  superstructure  upon  which  the  Generator  Sets  and
required  electrical and auxiliary Equipment and Materials  shall
be installed as further described in the Specifications.

     Base Rate.  The rate of interest defined in Section 6.1.5.

     Books and Records.  As defined in Section 11.8.1.

     Change  of Law.  Any of the following events, to the  extent
they  establish requirements materially affecting the performance
of  the  Work that are materially more restrictive or  burdensome
than  the  requirements specified in this  Agreement  or  have  a
material adverse effect on Contractor's cost of and schedule  for
performance   of   the   Work:   (a)  The  enactment,   adoption,
promulgation,  modification or repeal, after the Effective  Date,
of  any  Applicable Laws; or (b) the imposition of  any  material
condition on the issuance or renewal of any Governmental Approval
after  the Effective Date; or (c) the failure to issue  or  renew
any  Governmental Approval; provided, however, that none  of  the
following  shall  be  a Change of Law:  (i) any  Applicable  Laws
issued,  enacted or adopted before the Effective Date  but  which
does  not  become effective

<PAGE> 5

until after the Effective Date;  (ii)  the   general requirements
contained in any Governmental Approval at the time of application
or issuance to comply  with  future  laws,   ordinances,   codes,
rules,   regulations   or  similar legislation, or (iii) a change
in applicable withholding,  income  or  gross  receipts  tax  law
enacted   or   effective   after   the  Effective   Date  by  any
Governmental Unit

     Change Order.  A written order issued by Owner to Contractor
pursuant  to  ARTICLE  XI  hereof after  the  execution  of  this
Agreement,  in  the  form  of  Exhibit  11.1(A),  or  a   written
instrument  signed  by both Parties after the execution  of  this
Agreement  in  the  form  of  Exhibit  11.1(B),  authorizing   an
addition,  deletion or revision in the Work, any  change  to  the
Contract   Amount,  and/or  any  adjustment  to  the   Guaranteed
Commercial  Operation  Date,  Guaranteed  Substantial  Completion
Date, Guaranteed Final Completion Date or Project Schedule.

     Check-out.  The tests and procedures identified in Part II.B
of the Test Guidelines (Exhibit 10.2).

     Classification Society.  As defined in Annex A.

     Commercial  Operation.  Satisfaction of the  conditions  set
forth  in  Section 10.6.1, as evidenced by Owner's acceptance  of
the Final Completion Certificate in accordance with Section 10.1.

     Commercial Operation Certificate.  The certificate issued by
Contractor,  subject  to  Owner's  acceptance,  as  provided   in
Sections  10.1  and 10.6.2, certifying that Commercial  Operation
has been achieved.

     Compensable Costs.  As defined in Section 11.7.

     Completion  Certificate.   Any of the  Milestone  Completion
Certificates, Mechanical Completion Certificate, Performance Test
Completion   Certificate,   Commercial   Operation   Certificate,
Substantial   Completion   Certificate   and   Final   Completion
Certificate.

     Construction    Equipment.   The    equipment,    machinery,
structures, scaffolding, materials, tools, supplies and  systems,
purchased,  owned,  rented  or  leased  by  Contractor   or   its
Subcontractors  for  use  in  accomplishing  the  Work,  but  not
intended for incorporation into the Project.

     Contract  Amount.  The amount in Euros payable to Contractor
set  forth in Section 5.1, as adjusted pursuant to the  terms  of
this Agreement.

     Contractor.  Wartsila Finland Oy.

     Contractor Indemnified Parties.  As defined in Section 19.4.

     Contractor Performance Guaranty.  As defined in Section 3.10.

     Corrective Work.  As defined in Section 13.4

     CPM Schedule.  As defined in Section 28.1.2.

<PAGE> 6

     Damages.  As defined in Section 19.1.

     Defect  or Deficiency.  Any failure, flaw, omission,  fault,
inadequacy,  discrepancy  or inefficiency  in  the  Work  or  any
component  of  the  Work to conform to the requirements  of  this
Agreement,  including  any breach of the warranty  set  forth  in
Section 13.1.

     Delay Liquidated Damages.  As defined in Section 10.11.1.

     Direct Personnel Expense.  As defined in Section 11.7(i).

     Dispute.  As defined by 25.1.

     Dollar or $.  United States currency.

     Effective  Date.  The effective date of this  Agreement,  as
defined in Section 7.1.

     Emissions.   The  air emission levels from  the  Engines  at
their  stacks, the noise emission levels from the Facility, river
cooling   water  flow,   sanitary   waste   water  after   sewage
treatment,  boilers  water blow down and  the  effluent  emission
levels  in  the  discharge water after the oily  water  treatment
system  on  the  Barge  in  each case  as  determined  during  an
Emissions Test.

     Emissions  Guarantees.  The guarantees that  the  Emissions,
measured during an Emissions Test, will not exceed the limits set
forth in Annex A.1.

     Emissions Tests.  The tests conducted in accordance with the
Test Procedures to determine the Emissions according to the terms
of this Agreement.

     Engine.  A Wartsila 18V50DF engine.

     Environmental  Law.   Any  environmental  regulation,  rule,
ordinance, guidance document, or by-law of any Governmental  Unit
whether  existing as of the date hereof, previously  enforced  or
subsequently enacted.

     Environmental Requirements. The level of emissions set forth
in  Annex  A.8, which are subject to the quality of fuel supplied
by Owner.

     Equipment  and Materials.  All of the equipment,  materials,
machinery,  apparatus,  structures, supplies,  parts,  tools  and
other  goods required by the terms of this Agreement to  complete
the  Work and to be incorporated into the Facility, including the
Generator  Sets.  Equipment and Materials shall not  include  any
Construction Equipment.

     Euros.  The single currency of the European Union.

     Event of Contractor Default.  As defined in Section 16.1.

     Event of Owner Default.  As defined in Section 16.5.

<PAGE> 7

     Extended Warranty Period.  As defined in Section 13.2.

     Facility.   The  complete, fully functional and  operational
106  MW net pre-engineered dual fuel engine combined cycle barge-
mounted generation power plant (108 MW when running on Heavy Fuel
Oil),  excluding on-shore Work provided by the Owner, all as  set
forth  in more detail in the Specifications or elsewhere in  this
Agreement,  (and to the extent not specifically  covered  by  the
Specifications or other components of this Agreement,  all  other
elements  incidental  thereto as would ordinarily  be  reasonably
expected  to be included in such an electric generation plant  in
accordance with the Specifications, the Scope of Work and Prudent
Electric Practices), including facilities and all related systems
and  controls  necessary to enable the Facility to fully  satisfy
the requirements for Final Completion as set forth herein located
in  Santo  Domingo,  Dominican Republic  for  the  generation  of
electric power to the electricity grid of the Utility.

     Facility  Site.  The location of the Facility  described  in
Exhibit 2.1.1.

     Final  Completion.  Satisfaction of the conditions set forth
in  Section  10.10.1, as evidenced by Owner's acceptance  of  the
Final Completion Certificate in accordance with Section 10.1.

     Final  Completion  Certificate.  The certificate  issued  by
Contractor,  subject  to  Owner's  acceptance,  as  provided   in
Sections  10.1 and 10.10.2, certifying that Final Completion  has
occurred.

     Financing  Agreements.  The agreement or agreements  between
Owner  and  Financing  Parties respecting the  financing  of  the
Facility, as provided in ARTICLE XXI.

     Financing  Parties.  Any Person or Persons (and any  trustee
or  agent  acting  on  their  behalf) providing  debt  or  equity
financing to Owner to provide funds for the development,  design,
construction  and operation of the Facility, and  any  Person  or
Persons  providing funds for refinancing or take-out of any  such
financing,  including  any  indenture trustee  representing  such
Person or Persons.

     Force Majeure.  As defined in Section 17.1.

     Gas.  Means natural gas.

     Generator  Sets.   The  six (6) generator  set  units,  each
consisting of the assembly of an Engine, mechanical coupling  and
generator  and  the  one  (1) steam turbine  generator  set  unit
consisting  of  a steam turbine, generator, six (6)  exhaust  gas
boilers and condenser, all of which are described in more  detail
in  the  Specifications  and  to be  supplied  and  installed  by
Contractor  on  the Barge as part of the Work  pursuant  to  this
Agreement.

     Governmental   Approval.    Any   authorization,    consent,
approval,   license,   lease,  ruling,   permit,   certification,
exemption, or registration from, by or with any Governmental Unit
required  to  be  obtained or maintained in connection  with  the
Project, the Job Site, the Shipyard, the performance of the Work,
including   the  fabrication  of  the  Equipment  and  Materials,
construction

<PAGE> 8

of the Facility at the Shipyard, installation of the Facility  or
the ownership or operation of the Facility.

     Governmental Unit.  Any national, state or local government,
any  political  subdivision thereof, or any governmental,  quasi-
governmental,  judicial,  public  or  statutory  instrumentality,
administrative  agency, authority, body or  other  entity  having
jurisdiction  over the performance of the Work, the  Facility  or
its  operations  (including the transmission of electricity  from
the  Facility), or the health, safety or environmental conditions
of  the  Facility,  the  Work, the  Job  Site,  the  Shipyard  or
otherwise over the Parties.

     Guaranteed Commercial Operation Date.  The date which is 525
days  after the Starting Date, subject to extension in accordance
with  the  terms of this Agreement, by which date Contractor  has
committed to achieve Commercial Operation.

     Guaranteed  Final Completion Date.  The date  which  is  645
days  after the Starting Date, subject to extension in accordance
with  the  terms of this Agreement, by which date Contractor  has
committed to achieve Final Completion.

     Guaranteed Substantial Completion Date.  The date  which  is
555  days  after  the  Starting Date,  subject  to  extension  in
accordance  with  the  terms of this  Agreement,  by  which  date
Contractor has committed to achieve Substantial Completion.

     Guarantor.     Contractor's   parent    company,    Wartsila
Corporation, a corporation organized and existing under the  laws
of Finland, with offices located at John Stenbergin ranta 2, P.O.
Box 196, FI-00531 Helsinki, Finland.

     Hazardous  Materials.  Any hazardous or toxic  substance  or
hazardous or toxic waste, contaminant, or pollutant as defined in
or  regulated  by  Applicable Laws, including  the  Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C.
section  9601  et  seq.,  the  Resource Conservation and Recovery
Act, 41 U.S.C. section 6901 et seq., the Toxic Substances Control
Act, 15 U.S.C. section 2601 et  seq.    and    other   applicable
Environmental Laws.

     Heat  Rate.  The ratio of the total fuel consumed  during  a
Heat Rate Test,  based on the lower heating value of the fuel  as
determined according to American Society of Mechanical  Engineers
test  methods, expressed in BTU, over the Net Electrical Capacity
(expressed  in  kWh),  such  Net Electrical  Capacity  to  be  as
measured  at  the  high voltage side of the step-up  transformer,
during such Heat Rate Test. Fuel consumed will be measured by the
flow  meters,  less  any  leakage,  as  provided  with  the  Test
Procedures. Test results will be adjusted to the Site  Conditions
from the average ambient conditions and the actual Net Electrical
Capacity  at the Facility during the Heat Rate Test in accordance
with  the  Test  Procedures.  There  will  be  no  allowance  for
measurement tolerances of meters used in the Heat Rate Test.

     Heat  Rate Guarantee.  The guarantee that the Heat  Rate  of
the  Facility during a Heat Rate Test shall not exceed the limits
set forth in Section A.O.2 of Annex A.

     Heat   Rate  Liquidated  Damages.   As  defined  in  Section
10.11.4.

<PAGE> 9


     Heat   Rate  Test.   A  continuous  twelve  (12)  hour  test
conducted in accordance with the Test Procedures to determine the
Heat Rate of the Facility.

     Heavy Fuel Oil or HFO.  Means heavy fuel oil.

     Hull.  As defined in Annex A.

     Indemnified Party.  As defined in Section 19.6.

     Indemnifying Party.  As defined in Section 19.6.

     Job  Site.   The  Facility  Site and  staging,  laydown  and
working  areas  designated for the installation and commissioning
of  the  Facility and the conducting of the Performance Tests  in
Santo  Domingo,  Dominican  Republic, as  identified  in  Exhibit
2.1.1, including such additional areas as may, from time to time,
be designated by Owner for Contractor's use hereunder.

     Key Personnel.  As defined in Section 3.2.5.

     Letter  Agreement.   The letter agreement  between  Seaboard
Corporation and Contractor dated August 15, 2009.

     Light Fuel Oil or LFO.  Means light fuel oil.

     Liquidated   Damages.    Delay   Liquidated   Damages    and
Performance Liquidated Damages.

     Maximum  Heat  Rate.  A Heat Rate equal to one  hundred  and
three percent (103%) of the Heat Rate Guarantee.

     Mechanical  Completion.  Satisfaction of the conditions  set
forth  in  Section 10.4.1, as evidenced by Owner's acceptance  of
the  Mechanical Completion Certificate in accordance with Section
10.4.2.

     Mechanical  Completion Certificate.  The certificate  issued
by  Contractor,  subject to Owner's acceptance,  as  provided  in
Sections  10.1 and 10.4.2, certifying that Mechanical  Completion
has occurred.

     Milestones.   A designated portion of the Work as  shown  in
the Milestone Payment Schedule.

<PAGE> 10

     Milestone   Payment  Schedule;  Milestone   Payments.    The
schedule  of  Milestones set forth in Exhibit 6.1.1  pursuant  to
which  Contractor  earns progress payments  during  the  Work  in
accordance with the provisions of ARTICLE VI; and the payments to
be made pursuant to said schedule.

     Milestone  Completion Certificate.  A  certificate,  in  the
form  set  forth in Exhibit 6.1.2(B), delivered by Contractor  to
Owner,  certifying that a Milestone has been completed  entitling
Contractor  to  a  Milestone  Payment  in  accordance  with   the
provisions of ARTICLE VI.

     Minimum  Net Electrical Capacity.  Net Electrical  Capacity,
as  measured  during a Net Electrical Capacity Test,  of  ninety-
eight  percent  (98%)  of the Net Electrical  Capacity  Guarantee
(i.e.,  an  average of NG and HFO readings, 104,178  kW  (105,862
kW),  during  24  hours  or a total of 2,500,270  kWh  (2,540,677
kWh)for the 24-hour period).

     Minimum  Net Electrical Output.  Net Electrical  Output,  as
measured  during  a Net Electrical Output Test,  of  ninety-eight
percent  (98%) of the Net Electrical Output Guarantee  (i.e.,  an
average  of NG and HFO readings, 101,053 kW (102,686 kW),  during
36  hours or a total of 3,637,893 kWh (3,696,686 kWh)for the  36-
hour period).

     Minimum Performance Standards.  Net Electrical Capacity that
is  equal to or greater than the Minimum Net Electrical Capacity,
Net  Electrical  Output  that is equal to  or  greater  than  the
Minimum  Net Electrical Output, a Heat Rate that does not  exceed
the  Maximum  Heat  Rate, and Emissions that do  not  exceed  the
levels  specified in the Emissions Guarantee set forth  in  Annex
A.1.

     Minimum Performance Standards Correction Period.  As defined
in Section 10.5.4.

     Net   Electrical  Capacity.   The  electric  output  of  the
Facility, measured during a Net Electrical Capacity Test  at  the
high  voltage side of the step-up transformer.  Test results will
be  adjusted  to  the  Site Conditions from the  average  ambient
conditions  at  the  Facility  Site  during  the  Net  Electrical
Capacity  Tests  in  accordance with the Test Procedures.   There
will be no allowance for measurement tolerances of meters used in
the  Net Electrical Capacity Tests.  Net Electrical Capacity  can
be expressed in kW or in kWh if being expressed in reference to a
specified period of time.

     Net  Electrical Capacity Guarantee.  The guarantee that  the
Net  Electrical Capacity of the Facility measured  during  a  Net
Electrical Capacity Test shall be not less than an average of  NG
and  HFO  readings,  106,304 kW (108,022 kW), during  twenty-four
(24)  hours (i.e., a total of 2,551,296 kWh (2,592,528  kWh)  for
the 24-hour period).

     Net  Electrical Capacity Liquidated Damages.  As defined  in
Section 10.11.2.

     Net Electrical Capacity Test.  A continuous twenty-four (24)
hour  test  conducted in accordance with the Test  Procedures  to
determine the Net Electrical Capacity of the Facility.

<PAGE> 11

     Net Electrical Output.  The electric output of the Facility,
measured during a Net Electrical Output Test at the high  voltage
side  of  the step-up transformer.  Test results will be adjusted
to the Site Conditions from the average ambient conditions at the
Facility Site during the Net Electrical Output Test in accordance
with  the  Test  Procedures.  There  will  be  no  allowance  for
measurement  tolerances  of meters used  in  the  Net  Electrical
Output Test.  Net Electrical Output can be expressed in kW or  in
kWh if referring to a specified period of time.

     Net  Electrical  Output Guarantee.  The guarantee  that  the
Facility  will  have a Net Electrical Output of at least  ninety-
seven percent (97%) of an average of NG and HFO readings, 106,304
kW  (108,022  kW), during 36 hours (i.e., an average  103,115  kW
(104,781  kW)  during  36  hours or  a  total  of  3,712,136  kWh
(3,772,128 kWh) kWH for the 36-hour period), as measured during a
Net Electrical Output Test.

     Net  Electrical Output Liquidated Damages.  As set forth  in
Section 10.11.3.

     Net  Electrical  Output Test.  A 36 hour test  conducted  in
accordance with the Performance Test Procedures to determine  the
Net Electrical Output.

     Notice.  As defined in Section 25.1.

     Operating Manuals.  As defined in Section 8.2

     Owner.  Seaboard Corporation.

     Owner  Delay.   Any  delay in the performance  of  the  Work
caused  by  (i)  failure  by Owner to perform,  or  cause  to  be
performed  its obligations in accordance with this Agreement  for
any   reason   (other   than  the  fault   of   Contractor,   its
Subcontractors   or   other  parties  for  whom   Contractor   is
responsible)  or (ii) any action or inaction by the  Utility  for
any   reason   (other   than  the  fault   of   Contractor,   its
Subcontractors   or   other  parties  for  whom   Contractor   is
responsible).

     Owner Indemnified Parties.  As defined in Section 19.1.

     Owner's  Engineer.   The  engineering  firm  or  any   other
engineer  engaged  by  Owner  and  identified  to  Contractor  in
accordance with Section 2.5.

     Owner's Representative.  The individual designated by  Owner
pursuant   to   Section  2.1.4  hereof,  who   shall   have   the
responsibility  and  authority  specifically  delegated  to  such
individual by Owner and made known in writing to Contractor.

     Party.  Owner or Contractor.

     Parties.  Owner and Contractor.

     Performance   Guarantees.   The  Net   Electrical   Capacity
Guarantee,   Heat  Rate  Guarantee  and  Net  Electrical   Output
Guarantee.

     Performance  Liquidated  Damages.  Net  Electrical  Capacity
Liquidated Damages, Net Electrical Output Liquidated Damages  and
Heat Rate Liquidated Damages.

<PAGE> 12

     Performance   Tests.   Collectively,  the   Net   Electrical
Capacity Test, the Heat Rate Test, the Net Electrical Output Test
and the Emissions Tests as such tests may be modified by mutually
agreement  of  Owner  and Contractor, and  "Performance  Testing"
shall be construed accordingly.

     Performance  Test Completion Certificate.  The  certificate,
in  the form set forth in Exhibit 10.5.4, delivered by Contractor
to  Owner,  subject  to  verification  by  Owner's  Engineer  and
acceptance  by  Owner, as provided in Sections 10.1  and  10.5.4,
certifying  that  the Performance Tests have been  completed  and
setting  forth the results thereof in such detail to reflect  the
performance  of  the  Facility as  tested  with  respect  to  Net
Electrical   Capacity,   Heat  Rate,   Net   Electrical   Output,
Reliability and Emissions.

     Person.  Any  individual  or  any  company,  joint  venture,
corporation,  partnership,  association,  joint  stock   company,
limited   liability   company,  trust,   estate,   unincorporated
organization,  Governmental Unit or  other  entity  having  legal
capacity,  including the Parties, any Subcontractors,  and  their
respective    directors,   officers,   agents,   employees    and
representatives.

     Power House.  As defined in Annex A.

     Preliminary Tests.  The various tests and procedures  to  be
performed in connection with Check-out and Start-up, as set forth
in the Test Procedures.

     Primary Warranty Period.  As defined in Section 13.2.

     Project.  The meaning specified for "Facility."

     Project Implementation Plan.  As defined in Section 28.2.

     Project   Manager.   The  Project  Manager   designated   by
Contractor pursuant to Section 3.2.10.

     Project Schedule.  As defined in Section 28.1.1.

     Prudent   Electric  Practices.   Those  practices,  methods,
techniques, standards and equipment, generally prevailing at  the
time  of  performance  of the Work, that  are  commonly  used  in
prudent engineering, construction, operations and maintenance  in
the  United  States  or the European Union to design,  construct,
operate  and  maintain  a  fully functional  electric  generation
facility  comparable  to  the Facility,  lawfully  and  with  the
objectives of safety, dependability, efficiency,  and economy.

     Punch List.  The list of Work prepared jointly by Owner  and
Contractor  in  accordance with Section 10.7,  which  sets  forth
those  items  which remain to be completed after commencement  of
Commercial  Operation to ensure that the Facility fully  complies
with  the  requirements of this Agreement, which  shall  be  only
those  items of Work (i) that do not preclude the Facility  or  a
system  of  the  Facility from operating or  functioning  as  the
Facility  or  such system was designed and intended  to  operate,
(ii)  the absence of which does not create any operational hazard
or hazard to the Work, and (iii) the completion of which will not

<PAGE> 13

unreasonably interrupt or interfere with the Commercial Operation
of the Facility or Applicable Laws or safety.

     Reference Heavy Fuel Oil.  As defined in Exhibit 10.2.

     Replacement Contractor.  As defined in Section 16.3.

     Shipyard.    The  facilities  of  the  Subcontractor   where
fabrication  or  modification of the  Barge  will  be  conducted,
including  installation  of  the  Generator  Sets  and   required
electrical and auxiliary Equipment and Materials onto the  Barge.
The  Shipyard  is, at the option of Contractor, one  of  Unithai,
Drydocks World, ASL Marine, Keppel Singmarine, Jurong, Sanitierul
Naval  Constanta  or  Keppel Amfels, or such  other  shipyard  as
Contractor and Owner shall mutually agree upon.

     Side  Letter.   The  letter  agreement  between  Owner   and
Contractor dated May 25, 2010.

     Site  Conditions.  The stipulated conditions at the Facility
Site   for  purposes  of  Facility  design  and  calculation   of
Performance Tests as set forth in the Technical Specifications.

     Site Works.  As defined in Section 2.6.

     Specifications.   Collectively, the Technical  Specification
set forth in Annex A and the Scope of Work set forth in Annex B.

     Starting Date.  Means August 17, 2010.

     Start-up.    The  process  of  collectively   starting   and
initially  operating  the aggregate of systems,  subsystems,  and
components  of each Generator Set and the Facility  as  a  whole,
including the Preliminary Test requirements of Exhibit  10.2.   A
necessary   prerequisite  of  Start-up  is  that   Check-out   on
individual  systems, subsystems, components and  auxiliaries  has
been  satisfactorily completed.  Unless otherwise stated  herein,
Start-up  will  commence  at  first  roll  of  the  Engines   and
auxiliaries and will conclude upon Mechanical Completion.

     Subcontractor.   Any Person, including the entity  at  whose
Shipyard the Barge will be fabricated or modified and any vendor,
suppliers,  materialmen, consultants and  Subcontractors  at  any
tier  providing  Equipment and Materials or  services  to  or  on
behalf  of Contractor in connection with the Facility  (including
any  Person  at any tier with whom any Subcontractor has  further
contracted any part of the Work).

     Substantial Completion.  Satisfaction of the conditions  set
forth  in  Section 10.9.1, as evidenced by Owner's acceptance  of
the Substantial Completion Certificate in accordance with Section
10.1.

     Substantial Completion Certificate.  The certificate  issued
by  Contractor,  subject to Owner's acceptance,  as  provided  in
Sections  10.1 and 10.9.2, certifying that Substantial Completion
has occurred.

<PAGE> 14

     Surveyor.   American  Bureau  of  Shipping  or  such   other
classification  society mutually agreed upon by the  Parties  and
hired by Contractor as a Subcontractor.

     Termination  Payment Schedule.  The schedule  set  forth  in
Exhibit 16.6.2 showing the portion of the Contract Amount payable
to  Contractor (before deduction of amounts already paid) in case
of  cancellation or termination of this Agreement  in  accordance
with the provisions hereof.

     Test  Guidelines  (Performance Test Guidelines).   The  test
guidelines  set forth in Exhibit 10.2 which will form  the  basis
for development of the Test Procedures.

     Test Procedures.  As defined in Section 10.2.

     Utility.  Means Corporacion Dominicana de Electricidad.

     Work.  As defined in Section 3.1.

     Work Product.  As defined in Section 14.3.1.

                           ARTICLE II.

                    RESPONSIBILITIES OF OWNER

     2.1  Owner's   Responsibilities.   Owner   recognizes    and
acknowledges the duty to cooperate with  Contractor,  and  agrees
not to unreasonably interfere with Contractor's agents, employees
or  Subcontractors  during  the  performance  of  this Agreement.
Without limiting the generality of the foregoing, Owner shall  be
responsible for the following matters to be performed within  the
time frames set forth herein:

            2.1.1   Access to Job Site.  Furnish the Job Site, as
identified  (together with the Facility Site) in  Exhibit  2.1.1,
and  assure reasonable rights of ingress and egress to  and  from
the  Job  Site for Contractor and all Subcontractors,  sufficient
for the performance of the Work.

            This  obligation  shall include the duty  to  provide
rights  of way, permits, licenses and evidence of rights  of  use
for   the  land,  waterways  and  water  bottoms  for  the  areas
constituting  the Job Site and the approaches thereto.   The  Job
Site shall be available prior to the estimated time of arrival of
the  Facility  in accordance with Exhibit 28.1, as such  schedule
may be modified by the Parties, for all aspects of the Work.  Any
delay  in making the Job Site available as aforesaid shall result
in  an adjustment to the Guaranteed Commercial Operation Date  to
the extent such delay affects performance of any Work that is  on
the  critical path of the CPM Schedule and causes the  Contractor
to  complete the Work beyond the Guaranteed Commercial  Operation
Date  and  an adjustment to the Contract Amount for any increased
costs  caused by such delay to the extent permitted under Section
11.2.1(i).
            Owner  may  designate a Job Site different  than  the
site  identified in Exhibit 2.1.1 by sending a written notice  to
Contractor.  In such event, the alternative site designated shall
constitute  the Job Site as defined herein for purposes  of  this
Agreement.   Contractor shall

<PAGE> 15

be entitled to a Change  Order  for such  change  to  the  extent
expressly  permitted  by  Section 11.2.1(i).

            2.1.2   Easements.    Obtain    and    pay   for  all
necessary easements  for  power lines, fuel  lines, waters lines,
waste water lines, and  sewer  lines,  to  the Job Site, required
for performance  of  the Work.

            2.1.3   Construction Utilities.  Provide construction
power  and  construction  water  and  two  telephone lines in the
vicinity of the Job Site at no additional cost to the Contractor.

            2.1.4   Owner's   Representative.     Designate,   by
written notice  to  Contractor,  an  Owner's  Representative, who
shall  be  authorized  to  act  on  behalf  of  Owner,  with whom
Contractor may consult at all reasonable times, and whose written
instructions, requests, and decisions will  be binding upon Owner
as  to  all  matters  pertaining  to   this  Agreement  and   the
performance of Owner hereunder.  If  the  Owner's  Representative
does not have authority to  approve  Change  Orders,  Owner shall
deliver a notice to  Contractor  identifying  such persons within
Owner's organization that do  have such authority.  Owner may, at
any  time  by  written  notice  to  Contractor,  change   Owner's
Representative  or,  if  applicable,  the  persons  designated as
having authority to approve Change Orders.

            2.1.5   Owner's  Governmental  Approvals.  Obtain all
Governmental  Approvals in the Dominican Republic  necessary  for
the construction, installation, Start-up, Performance Testing and
operation  of  the  Facility (and provide to Contractor  promptly
after  Owner's receipt, copies of any such Governmental Approvals
that  affect the Work including those identified in Exhibit 2.1.5
as being Owner's responsibility).  Owner shall provide reasonable
cooperation   and   assistance   to   Contractor   in   obtaining
Governmental  Approvals to be obtained by Contractor  under  this
Agreement,  provided  that Contractor shall  be  responsible  for
obtaining  all permits,  visas and authorizations  which  may  be
required for Contractor and its Subcontractors to do business and
to perform Work of the type contemplated herein in  the Dominican
Republic  and  in  any other country in which  the  Work  may  be
performed.

            During  the period ending sixty (60) days  after  the
Effective Date, Contractor and Owner shall cooperate to  identify
any applicable Governmental Approvals that may be required in the
Dominican  Republic in connection with the Work.   In  the  event
that  the  Parties identify after the Effective  Date  additional
applicable  Governmental  Approvals,  affecting  the  Work,  that
affect  the  performance of the Work, the provisions  of  Section
11.1 shall apply

            Any  failure  or delay in obtaining the  Governmental
Approvals,  including  any new Governmental Approvals  identified
after  the  Effective Date, for which Owner is responsible  which
causes  delay  to  Contractor's performance  of  the  Work  shall
entitle  Contractor to an adjustment in the Guaranteed Commercial
Operation  Date  to the extent such delay affects performance  of
any  Work  that is on the critical path of the CPM  Schedule  and
causes  the Contractor to complete the Work beyond the Guaranteed
Commercial  Operation  Date  and an adjustment  to  the  Contract
Amount  for  increased costs caused by such delay to  the  extent
permitted under Section 11.2.1(i).

<PAGE> 16

            2.1.6   Registration   and   Financing  Requirements.
Arrange  and  pay   for   registration   of  the Barge  under the
appropriate  flag determined by Owner.

            2.1.7   Operating    Personnel.     Supply    capable
operating personnel for training, Start-up and the conduct of the
Performance Tests and operation following Commercial Operation as
listed  in  Annex A.  Such personnel shall assist  Contractor  by
performing  normal operating and preventative maintenance  duties
in   connection  with  Start-up  and  the  performance   of   the
Performance   Tests.   Such  personnel  will  be   available   to
Contractor,  as  reasonably needed, until  Commercial  Operation.
Contractor shall be responsible for the direct supervision,  with
respect  to  operational matters, of the  Owner's  operating  and
maintenance  personnel during the Start-up and Performance  Tests
of  the  Facility, provided that, notwithstanding the  foregoing,
such  operating and maintenance personnel shall remain  employees
or  agents  of  Owner  and shall not be considered  employees  of
Contractor  for  any  reason.  Any additional personnel  required
will  be  the  responsibility of Contractor.   The  provision  of
personnel by Owner or its designee pursuant to this Section 2.1.7
shall  not  relieve  Contractor of  any  of  its  obligations  or
liabilities  under  the Agreement, and nothing  in  this  Section
2.1.7  or  ARTICLE  XV shall be interpreted to create  a  master-
servant  or  principal-agent relationship between Contractor  and
any of Owner's operation or maintenance personnel.

            2.1.8   Customs   Clearance.   Arrange  for   customs
clearance in  the  Dominican  Republic for the importation of all
Equipment  and  Materials  for  the performance  of the Work and,
subject  to  Section 3.2.1,  pay  directly  all duties, taxes and
other charges imposed by  any  Governmental Unit in the Dominical
Republic and fees  of customs  agents/brokers  required  for  the
importation  of  all  Equipment  and Materials into the Dominican
Republic as set forth  in  Section  5.2.  Subject to Section 3.3,
if any Equipment and Materials or other items of the Work fail to
clear customs in the  Dominican Republic within, the later of (a)
seven (7) days or (b)  the  commencement  of accrual of demurrage
for the heavy lift vessel  transporting the Barge, in the case of
the Barge, and seven  (7)  days, in the case of any other item of
Equipment and Materials, after application for such clearance and
such failure causes delay in  discharge  of the Work,  Contractor
shall be  entitled  to  an extension to the Guaranteed Commercial
Operation  Date,  Guaranteed  Substantial  Completion  Date   and
Guaranteed Final  Completion  Date,  as applicable, to the extent
such delay affects  performance  of  any  Work  that  is  on  the
critical path of the CPM  Schedule  and  causes the Contractor to
complete the Work beyond  such  applicable period set forth above
and an adjustment to the Contract  Amount to the extent expressly
permitted under Section  11.2.1(i).  For the  avoidance of doubt,
Owner's obligations under this   Section  2.1.8, and Contractor's
entitlement to a Change  Order under this Section 2.1.8 shall not
apply to the importation of Construction Equipment.

<PAGE> 17

            2.1.9   Interconnections to the Utility.   Enter into
contracts  and  agreements  with  the  Utility  or  as  otherwise
required for the interconnection of the Facility to the Utility's
electricity  grid  and  for  receipt  of  electric power produced
pursuant   to    Start-up   and    Performance   Testing.    This
responsibility  includes  the  obligation  to  provide,  or cause
others to provide, a transmission  line  to the  land based power
transformers supplied by Contractor as part of the Work.

            2.1.10  Relevant Information for Contractor.  Subject
to ARTICLE XX, provide or  cause to  be  provided  to  Contractor
information,  within  Owner's possession or  control,  reasonably
requested  by  Contractor and necessary to enable  Contractor  to
fulfill  its  obligations  pursuant  to  this  Agreement.    This
responsibility  shall  include  the  obligation  to  procure,  or
provide  reasonable assistance to Contractor in  procuring,  from
the  Utility and any Governmental Units in the Dominican Republic
any such required information as applicable.

            2.1.11  Spare Parts.  Provide all spare parts for the
Facility,  other than commissioning spare parts to be provided by
Contractor pursuant to Section 3.2.8.

            2.1.12  Other  Items  of  Owner Supply.  Provide  the
other  items  of  equipment, materials and services identified in
Annex  B  as being the responsibility of Owner.

            2.1.13  Payment  Obligations  to  Contractor.  Pay to
Contractor the Contract Amount and all other sums required to  be
paid  by Owner pursuant to the terms of this Agreement.

     2.2  Hazardous Materials.  Subject to Contractor's liability
for Hazardous Materials as set forth in Sections 3.5 and  19.5.2,
Owner shall be responsible, as between Owner and Contractor,  for
the   handling,   treatment,   storage,   removal,   remediation,
avoidance,  or  other  appropriate action, with  respect  to  any
Hazardous  Materials  present at, on, in or under,  or  migrating
and/or emanating to or from the Job Site which are required to be
removed  or remediated by applicable Environmental Law  or  which
otherwise  pose  a health or safety risk to employees  of  Owner,
Contractor or Subcontractors.

     2.3   Items Required for Check-out, Start-up and Performance
Testing.    Owner  shall  supply  water,  fuels,  chemicals   and
lubricants that are required for Start-up, commissioning and  the
conduct  of  the Performance Tests in the quantities and  meeting
the  specifications  set  forth in  Annex  B.   Contractor  shall
provide  and  pay for all other fuels, chemicals  and  lubricants
needed  for  the  Work, including any testing  at  the  Shipyard.
Contractor shall give Owner notice at least sixty (60) days prior
to Contractor's estimated date of Start-up, commissioning and the
Performance Tests as to the estimated quantities of water, fuels,
chemicals and lubricants that will be required.  Contractor shall
make  facilities  needed for receipt and storage  of  such  items
(other  than  the fuel storage tank) available at least  one  (1)
week  prior  to the estimated date for commencement of  Start-up.
Contractor shall not be liable for any delay incurred as a result
of  a shortfall in the availability at the Facility of any of the
items  required to be delivered by Owner under this Section  2.3.
Owner  shall  be  responsible for disposing of all  chemical  and
lubricant  waste  generated  from Start-up  and  conduct  of  the
Performance Tests.

<PAGE> 18

     2.4  Compliance  with  Applicable  Laws.  Owner shall comply
and shall  cause all of its employees, agents and representatives
to comply with Applicable Laws in connection with the performance
of its obligations under this Agreement.

          Owner   agrees  to  indemnify,  defend  and  hold   the
Contractor  Indemnified Parties harmless  from  and  against  all
Damages  attributable  to any failure of  Owner  or  any  of  its
employees,  agents or representatives to comply  with  Applicable
Laws  in  connection with the performance of Owner's  obligations
under this Agreement.

     2.5  Engagement  of  Owner's  Engineer.  Owner may engage an
Owner's  Engineer  to  perform  the  duties  of  Owner's Engineer
described  in  this  Agreement,  in  which case Owner shall cause
Owner's Engineer to  perform  such  duties in accordance with the
terms of this Agreement.   Owner  shall notify Contractor of  the
identity of Owner's Engineer the name and title of the person who
shall be  authorized to act on behalf of Owner's Engineer and the
scope of activities  for  which  such person will  serve  as  the
primary  contact   between  Contractor  and  Owner's Engineer  in
connection with  this Agreement.   Until  otherwise  notified  by
Owner,  Contractor  may  liaise with any  such designated Owner's
Engineer within the scope of activities as so designated by Owner.
If Owner does not engage an Owner's Engineer, then all references
herein to Owner's Engineer shall be deemed to refer to Owner.

     2.6  Owner's Site Works.  Owner shall provide or cause to be
provided  all  materials and equipment, machinery, tools,  labor,
transportation,   construction  fuels,  chemicals,   construction
utilities,  administration and other services and items  required
to  be  performed by Owner at the Facility Site as  described  in
Annex  B  ("Site Works").  It is the intent of the  Parties  that
Owner design (excluding any redesign of the moorings that will be
designed  by  Contractor  as  set forth  in  the  Specifications)
engineer, procure, construct, start-up, demonstrate, test and put
into  operation the Site Works.  Owner shall perform all  of  the
Site  Works  so as to support Contractor's obligation to  perform
the  Work  Owner's obligations under the Agreement shall  include
everything  requisite and necessary to complete the  entire  Site
Works  so  as  to  operate in accordance with Prudent  Electrical
Practices  notwithstanding the fact that every  item  necessarily
involved  may not be specifically mentioned or the item mentioned
is  inadequate for its intended purposes; provided, however, that
Contractor  shall approve the sufficiency of the  Site  Works  as
they  are  being completed, although any such approval shall  not
constitute any assumption by Contractor of responsibility for the
Site Works.

     2.7  Letter of Credit.    In order to secure Owner's payment
obligations under this Agreement, Owner shall, within eleven (11)
months of the Starting Date, deliver to Contractor an Irrevocable
Import  Letter  of  Credit substantially in accordance  with  the
terms of Exhibit 2.7 ("Letter of Credit"), duly executed by Owner
in  the  amount  of  thirteen million five  hundred  thirty-eight
thousand  eight hundred Euros (_ 13,538,800) (which amount  shall
reduce  after each Milestone Payment to never exceed  the  unpaid
Contract  Amount) to secure the obligation of Owner  to  pay  the
Contract Amount, the cost of which Letter of Credit shall be paid
by  Owner.   In  the  event Contractor shall desire  to  have  an
advising bank and or a confirming bank, the fees for such will be
at Contractor's expense.

<PAGE> 19

                          ARTICLE III.

                 RESPONSIBILITIES OF CONTRACTOR

     3.1  Contractor's  General  Obligation  to Provide Facility.
Except as otherwise expressly set forth in ARTICLE II, Contractor
shall perform or cause to be  performed  all  obligations, duties
and responsibilities of Contractor pursuant to  this   Agreement,
including all work and services required in connection  with  the
design,    engineering,   procurement,   fabrication,   erection,
construction,   Start-up,  demonstration  and  testing   of   the
Facility,  and provide or cause to be provided all Equipment  and
Materials,   Construction   Equipment,   labor,   transportation,
storage, construction fuels, chemicals, administration and  other
services  and  items required to complete the  Facility,  as  set
forth  in the Specifications and any Corrective Work or otherwise
required  to achieve Mechanical Completion, Commercial Operation,
Substantial  Completion and Final Completion of  the  Project  in
accordance  with the requirements of the Agreement, including  in
achieving  the Minimum Performance Standards and the  Performance
Guarantees,  all  on  a  firm  fixed  price  unless  adjusted  in
accordance  with the terms of this Agreement, turnkey  basis  and
otherwise in accordance with the Agreement (the "Work").  Certain
details  of  the Work are described in this ARTICLE III  and  the
Specifications.  It is the intent of the Parties that  Contractor
perform  the  Work  and  put into operation  a  fully  functional
Facility   in  accordance  with  Prudent  Electrical   Practices,
Applicable  Laws, Applicable Codes and Standards  and  all  other
terms  of  this Agreement.  Contractor shall perform all  of  the
Work  specified  in  the  Agreement.  In  addition,  Contractor's
performance   under   the  Agreement  shall  include   everything
requisite and necessary to complete the entire Facility so as  to
operate  in  accordance with the Specifications, Scope  of  Work,
final   design   drawings   and  Prudent  Electrical   Practices,
notwithstanding the fact that every item necessarily involved may
not  be  specifically mentioned or the description  of  the  item
mentioned  may  be  inadequate  or incomplete  for  its  intended
purposes.  Details and items not indicated by the Specifications,
Scope  of  Work  or  final design drawings (and  items  specified
therein  that  are  inadequate or incomplete for  their  intended
purposes)   shall  be  adequately  and  properly   performed   by
Contractor  at  no  extra  cost if  such  details  or  items  are
incidental  to the Specifications, Scope of Work or final  design
drawings and can reasonably be inferred as required and necessary
to complete the Work in accordance with the Specifications, Scope
of  Work,  final design drawings and Prudent Electric  Practices.
The  intent of the Agreement is to relieve Owner of the necessity
of  engaging  or  supplying any labor,  service  or  material  to
complete  the Facility unless the labor, service or  material  is
deemed excluded from Contractor's Scope of Work according to  the
foregoing standard, or expressly specified in ARTICLE II  of  the
Agreement  as  being  furnished by Owner,  not  to  frustrate  or
exclude permissible Change Orders under this Agreement.

     3.2  Specific Obligations.  Without limiting  the generality
of the foregoing in Section 3.1 or the requirements of any  other
provision of this Agreement, Contractor shall:

            3.2.1   Handling  of  Equipment  and  Materials, Etc.
Provide  for  the   handling   of  Equipment  and  Materials  and
Construction Equipment,   including,  as  necessary,  inspection,
expediting,  shipping,   unloading,   receiving,  and   providing
reasonable  assistance  to  Owner  in  connection  with   customs
clearance in the  Dominican Republic  (but not payment of customs
duties, taxes or other governmentally  imposed  charges  or  fees
of customs agents/brokers

<PAGE> 20

associated with importation  into  the  Dominican  Republic other
than those arising out of  the  negligence  of  Contractor or any
failure of Contractor or any Subcontractor to perform any of  its
obligations hereunder in which case Contractor  shall  be  liable
for  such  and   reimburse   Owner therefore).

            3.2.2   Quality  of  Equipment  and  Materials,  Etc.
Ensure that  all Equipment  and  Materials  incorporated into the
Work  shall  be  new  (unless  otherwise agreed by Contractor and
Owner) and shall meet the  requirements of the Specifications and
all  applicable  Governmental   Approvals.   References  in   the
Specifications to  Equipment  and Materials, articles or patented
processes  by  trade  name,  make  or  catalog  number, shall  be
regarded as establishing a standard of quality  expected by Owner
except  that  previously  agreed  make  and  model number of such
Equipment and Materials,  such  as  ABB turbochargers, Alfa Laval
purifiers and Bondstrand  piping,  will  not  be  changed  to  an
equivalent type unless specifically  agreed  in writing by Owner.
Contractor may use other equipment, material, article, or process
that is equal to that named in the Specifications, subject to the
prior written approval  of  Owner,  which approval shall  not  be
unreasonably withheld.

            3.2.3   Construction  Means,  Methods, Etc. Be solely
responsible for  all  construction  means,  methods,  techniques,
sequences, procedures, safety and security programs in connection
with  the  performance  of  the  Work  in  accordance  with  this
Agreement.

            3.2.4   Key Personnel.  Exhibit  3.2.4 sets  forth  a
list of  key  personnel  ("Key  Personnel" or "Key Persons") from
Contractor's organization who  will be assigned to the Work.   In
the event  Owner  believes that a Key Person assigned to the Work
should  be  on  a  watch list for possible replacement, Owner may
furnish a notice to Contractor setting forth the reasons for this
belief.  Contractor  shall  use  reasonable commercial efforts to
improve the  performance of said Key Person.  If said performance
does not, in the  good faith opinion of Owner, improve, Owner may
require  that  Contractor  replace   such   Key   Person  without
additional expense to Owner.   Key Personnel shall not be removed
or   reassigned   without   Owner's    prior   written  approval.
Notwithstanding,  Contractor  expressly   retains   the  right to
provide  substitute personnel, without prior written approval, in
the  event  that  any  of  the   Key  Personnel  quits or becomes
incapacitated.

            3.2.5   Maintenance  of  Job Site.  Keep the Job Site
free from accumulation of  waste  materials,  rubbish  and  other
debris resulting  from performance of the Work by depositing same
in a waste  receptacle which shall be removed and replaced on  an
as-needed  basis; and, within thirty (30) days after commencement
of Commercial Operation, remove from the Job Site, in  conformity
with Applicable Laws, all such waste materials, rubbish and other
debris,  as  well  as  all  Construction Equipment,  and  surplus
material  (other than surplus material acquired by Owner pursuant
to   Section  3.4  and  other  than  materials  and  Construction
Equipment  necessary to complete Punch List  items);  and  before
final  departure from the Job Site after completion of the  Punch
List  items,  remove  all remaining waste and  rubbish  generated
during   performance  of  Punch  List  work,  and  all  remaining
materials and Construction Equipment, and leave the Job  Site  in
neat,  clean  and usable condition.  In the event of Contractor's
failure to comply with any of the foregoing, Owner may accomplish
the  same; provided, however, that Contractor shall be liable for
and  pay to Owner  all costs associated with such removal  and/or
restoration.

<PAGE> 21


            3.2.6   Job Site Safety.  Establish reasonable safety
and security procedures, rules and regulations at the Job Site to
prevent  accidents  and injuries, such items to  be  provided  to
Owner  for prior written approval no later than thirty (30)  days
prior to commencement of the Work at the Job Site, and cause  its
employees   and  Subcontractors  to  abide  by  such  rules   and
regulations  and  all  Applicable Laws   related  to  safety  and
security applicable at the Job Site.  Owner's review and approval
of   Contractor's  safety  and  security  procedures,  rules  and
regulations  shall  not  in  any way relieve  Contractor  of  its
responsibility  regarding safety, and  Owner,  in  reviewing  and
approving  such  procedures, rules and  regulations,  assumes  no
liability  for  such safety program. Contractor shall  erect  and
maintain, as required by existing conditions and the progress  of
the  Work,  all  safeguards for safety  and  security,  including
lights, barriers, fences and railings.  Contractor shall maintain
all accident, injury and any other records required by Applicable
Law and this Agreement.

            3.2.7   Interconnection  to  the Utility.  Coordinate
with Owner respecting the design and construction for the  making
of the interconnection to the Utility's grid in  accordance  with
the   Specifications.  Contractor   shall   be   responsible  for
supervising  and  approving  the  Utility's  connection  of   the
Facility  to  such interconnection.

            3.2.8   Special  Tools,  Spare Parts Recommendations.
As set forth in more detail in Annex A, provide all commissioning
spare  parts  required  for  the  Facility  to achieve Commercial
Operation  and  the  special  tools  identified in Annex A of the
Specifications (such  list  in Annex A includes all special tools
necessary for the normal maintenance of the Generator Sets), make
recommendations  for the purchase of spare parts for  maintenance
and  operation  and  keep possession of such  special  tools  and
purchased spare parts for maintenance and operation until  turned
over  to  Owner  in  accordance with  this  Agreement  and  as  a
condition  of  achieving  Final  Completion.    Owner  shall   be
entitled  to  purchase  any commissioning spare  parts  that  are
surplus after achievement of Commercial Operation as set forth in
Section 3.4.

            3.2.9   Temporary   Operating   Personnel.    Provide
operations and maintenance personnel for Start-up and Performance
Testing, if necessary in accordance with Section 15.2.

            3.2.10  Contractor's  Project Manager.  Designate, by
written notice  to Owner at or before commencement of the Work, a
Project  Manager  who  shall  have  full  supervision  over   the
completion of  the  Work  and  shall  act as the primary point of
contact with Owner  regarding  all  matters relating to the Work,
and   who   shall  have   full   authority  to  bind  Contractor.
Contractor's Project Manager shall be a Key Personnel.

            3.2.11  Engineering    and    Design.   Provide   all
engineering and design  Work  necessary  for  completion  of  the
Facility  in  conformity   with   the   Agreement  and  Annex  A,
including (a)  preparation of (i) conceptual  design and (ii) the
engineering  and  detailed  design  necessary  to  describe   the
Facility, (b) provision of specifications and  criteria  for  the
detailed  design  by  suppliers  of  Equipment  and Materials for
incorporation into the Facility, and (c) preparation of drawings,
plans, bills of material,  schedules and estimates and all  other
engineering  and  design   Work  set  forth  in  ARTICLE VIII  or
elsewhere  in  this  Agreement.   Contractor  shall  perform  all
engineering and design Work  in accordance with Applicable Law

<PAGE> 22

and  Applicable  Codes  and  Standards,  and  all engineering and
design Work shall  be signed and  stamped by design professionals
licensed in accordance  with Applicable Laws.

            3.2.12  Construction  and   Construction  Management.
Develop a Facility construction plan  and oversee, coordinate and
ensure the expeditious construction of the Facility in accordance
with Annex A and the other terms and provisions of the Agreement.

            3.2.13  Procurement.   Procure   and  pay   for,   in
Contractor's name as  an  independent contractor and not as agent
for  Owner,  all Contractor  and  Subcontractor labor,  Equipment
and    Materials,   manufacturing    and   related  services  for
construction  of  and  incorporation  into the Facility which are
required for completion  of  the  Facility in accordance with the
Agreement  and  are  not  explicitly specified to be furnished by
Owner pursuant to ARTICLE II.

            3.2.14  Contractor's Tools and Construction Equipment.
Furnish all Construction Equipment necessary and appropriate  for
the timely and safe completion of the Work  in  strict compliance
with this Agreement.  Notwithstanding anything to  the   contrary
contained in this Agreement, Contractor shall be responsible  for
damage  to  or destruction or loss of, from any cause whatsoever,
all  Construction Equipment owned, rented or leased by Contractor
or its Subcontractors for use in accomplishing the Work.

            3.2.15  Taxes  and Other Charges.  Pay such taxes and
other charges to the extent set forth in Section 5.2.2.

     3.3  Relevant  Information; Assistance to  Owner in Dealings
with  Utility  and  Governmental  Units, Etc.   Contractor  shall
provide  to  Owner  information  reasonably requested by Owner to
enable  it  to  fulfill  its  obligations  under this  Agreement,
including such assistance  as is reasonably requested by Owner in
dealing with  the  Utility  and any  Governmental Unit in matters
relating  to  the  Work   and    the   Facility   (including  any
interconnection facilities not  included as part of the Facility,
Owner's customs  clearance  obligations pursuant to Section 2.1.8
and also including matters relating to  registration and flagging
of the Barge pursuant  to Section 2.1.6).

     3.4  Surplus Materials.  It is understood that in performing
work of the scope and complexity of  the  Work  to  be  performed
hereunder,  it  is necessary and inevitable that certain  surplus
material  be  purchased.  Contractor shall,  as  soon  as  it  is
feasible to do so, determine and advise Owner what materials  are
surplus.  Owner shall have the right to purchase any or all  such
materials  at a mutually agreed upon price.  Should  Owner  elect
not  to  purchase any or all of the surplus material,  Contractor
shall  remove (in conformity with Applicable Laws) such  material
from the Job Site as soon as practicable.

     3.5  Hazardous Materials. Contractor shall not, nor shall it
permit  or  allow  any  Subcontractor  to,  bring  any  Hazardous
Materials  on the Job Site and shall bear all responsibility  and
liability  for such materials; provided, however, that Contractor
may  bring  onto  the Job Site such Hazardous  Materials  as  are
necessary  to  perform the Work so long as the same  is  done  in
compliance  with Applicable Law, Applicable Codes  and  Standards
and  the requirements specified in this Agreement, and Contractor
shall  remain  responsible  and  strictly  liable  for  all

<PAGE> 23

such Hazardous Materials.  If Contractor   encounters   Hazardous
Materials (or materials or substances which Contractor reasonably
believes  to be Hazardous Materials) in or on the Job Site  which
Contractor  reasonably believes would create a safety  or  health
hazard  for Contractor, any Subcontractor or any employee,  agent
or  representative of either Party or which would create a health
hazard  for the general public or the surrounding environment  if
disturbed  in  the performance of the Work or if moved  from  the
location  at  which  such  Hazardous  Material  was  encountered,
Contractor  may  suspend the performance of Work  to  the  extent
required  to  avoid any such safety or health  hazard  and  until
action  sufficient to protect employees of Owner, Contractor  and
Subcontractors has been taken and shall be entitled to  a  Change
Order  to  the extent permitted by Section 11.2.1(iii),  provided
that Contractor complies with the notice and Change Order request
requirements  set  forth  in  Section  11.2  and  the  mitigation
requirements  set  forth in Section 11.9.   Any  such  suspension
shall  be  subject to the provisions of Section 2.2.   Contractor
shall  notify  Owner immediately upon encountering any  Hazardous
Materials  (or materials or substances which Contractor  believes
to be Hazardous Materials) in or on the Job Site.

     3.6   Employment of Licensed Personnel and Labor  Relations.
Whenever  required  by  Applicable  Laws,  Applicable  Codes  and
Standards  or  Prudent Electric Practices, Contractor  agrees  to
employ  licensed and qualified personnel to perform  engineering,
design,  architectural  or  other professional  services  in  the
performance of the Work.  Contractor shall be responsible for all
labor  relations matters relating to the Work and  shall  at  all
times  use its efforts to maintain harmony among unions and other
personnel employed in connection therewith.  Contractor shall  at
all  times  use  its best efforts and judgment as an  experienced
contractor to adopt and implement policies and practices designed
to   avoid  work  stoppages,  slowdowns,  disputes  and  strikes.
Notwithstanding  the foregoing, Contractor shall  have  the  full
responsibility  and discretion to exercise its management  rights
in  performing  the Work subject to the terms of this  Agreement.
Such  management rights shall include, subject to Section  3.2.3,
the right to hire, discharge, promote and transfer employees;  to
select  and  remove  foremen  or  persons  at  other  levels   of
supervision;  to  establish and enforce reasonable  standards  of
production;  to introduce, to the extent feasible,  labor  saving
equipment  and  materials; to determine the number  of  craftsmen
necessary  to  perform a task, job or project; and to  establish,
maintain and enforce rules and regulations conducive to efficient
and  productive  operations; provided, however that  Owner  shall
have  the  right at all times to require for just cause that  any
personnel  be  removed  and replaced by personnel  acceptable  to
Owner.

     3.7  Compliance  with  Applicable  Laws.  Contractor   shall
comply and shall cause all Subcontractors, employees, agents  and
representatives to comply with all Applicable Laws in  connection
with  the  performance  of Contractor's  obligations  under  this
Agreement.

     3.8  Contractor  Governmental  Approvals.   Contractor shall
obtain   all   Governmental  Approvals  required  for it  and its
Subcontractors and their  personnel to do business and to perform
Work in any applicable  jurisdiction,  including those identified
in Exhibit  2.1.5   as   being  Contractor's  responsibility  but
excluding the  Governmental Approvals Owner is required to obtain
under Section 2.1.5.   Contractor  shall be responsible  for  all
Governmental  Approvals  required to perform any portion  of  the
Work  to  be  performed  outside of  the Dominican Republic.   If
requested  by  Owner,  Contractor shall promptly provide to Owner
copies of  all such

<PAGE> 24

Governmental   Approvals.    Contractor   shall   provide
information, assistance and documentation to Owner as  reasonably
requested  in  connection with the Governmental Approvals  to  be
obtained by Owner under Section 2.1.5.

     3.9   Inspection of Site.  Owner has selected the Job  Site.
Contractor  acknowledges  that prior  to  the  execution  of  the
Agreement, Contractor (a) has made an examination of the Job Site
and  the surrounding areas, drawings and Specifications and other
information set forth in Annex A, and (b) has made an examination
to  determine  the  difficulties  and  hazards  incident  to  the
performance of the Work, in each case, to the extent necessary to
perform the Work, including (i) the location of the Project, (ii)
the  proximity  of  the  Job  Site  to  adjacent  facilities  and
structures,  (iii)  the  conditions  of  the  ports,  roads   and
waterways  in  the  vicinity  of  the  Job  Site,  including  the
conditions   affecting   shipping  and  transportation,   access,
disposal,  handling and storage of Equipment and Materials,  (iv)
the  qualifications  of  all Subcontractors,  (v)  logistics  and
hazard of transportation of the Barge, (vi) qualifications of the
Shipyard, (vii) the presence, if any, of Hazardous Materials  and
(viii)   all   other  matters  that  might  affect   Contractor's
performance  under  the  Agreement or  the  design,  engineering,
procurement,   fabrication,  erection,  construction,   Start-up,
demonstration  and  testing  of  the  Facility.   Contractor  has
determined,   based   on   such   examination   to   Contractor's
satisfaction  that,  although the Job Site  is  not  the  optimal
location  for  a power plant of the nature for the Facility,  the
Job  Site  is  adequate  for  the location  of  the  Facility  in
accordance with Prudent Electric Practices.

     3.10  Contractor Performance Guaranty.  In order  to  secure
Contractor's   performance  obligations  under  this   Agreement,
Contractor shall deliver to Owner, concurrent with the  execution
of  this Agreement, a performance guaranty, substantially in  the
form   set   forth  as  Exhibit  3.11  ("Contractor   Performance
Guaranty"), duly executed by the Guarantor.

     3.11  Transportation.  Contractor  shall  be responsible for
the transportation, shipping, receiving and  marshaling  of   all
Equipment  and Materials, Construction Equipment and other  items
required  for  the Facility (including the Barge,  Equipment  and
Materials  required  for  construction  activities).   Contractor
shall arrange and ensure the security of any such items while  in
transport or in storage off or on the Job Site.

     3.12  Storage   and   Related   Matters.   Contractor  shall
warehouse or otherwise store (in accordance with   manufacturers'
recommendations and all Applicable Laws and Applicable Codes  and
Standards) all Equipment and Materials and Construction Equipment
required  for  permanent  and  temporary  construction   at   the
Shipyard.

     3.13  Testing.  Contractor shall perform, and  reperform  if
necessary,  all of the Performance Tests in accordance  with  the
provisions  of ARTICLE X, in order to demonstrate  the  level  of
achievement by the Facility of the Minimum Performance  Standards
and the Performance Guarantees.

     3.14  Job Site, Shipyard and Other Access.  Contractor shall
provide  Owner and its designees (including the Financing Parties
and  their independent engineer) with access to the Job Site, the
Shipyard  and any other location at which Work is being performed
at  all times and arrange for Owner's (and its designees') access
(at   reasonable  times  and  upon  reasonable  notice)

<PAGE> 25

to  the  engineering,  manufacturing  and fabricating premises of
Contractor  and  all  major  Subcontractors  sufficient to permit
Owner (or  its designees) to  inspect  Work  being  performed and
monitor compliance by Contractor and the Subcontractors with  the
terms  of  the Agreement.  Contractor shall also supply an office
room  (equipped with  desks,  telephones, fax  machines, internet
connections  and space for changing into coveralls) for up to six
(6) personnel  of  Owner  at  the  Shipyard  while  Work is being
performed there.

     3.15 Employee Identification; Job Site Security.  Contractor
shall  provide  a  method, which shall be subject  to  the  prior
approval of Owner of checking the employees of Contractor and its
Subcontractors in and out of the areas in which the Work  at  the
Job  Site  is  to be performed.  Contractor shall be  responsible
that  the Work is being performed in compliance with such method.
Owner's review and approval of Contractor's method shall  not  in
any way relieve Contractor of its responsibility regarding safety
and  security, and Owner, in reviewing and approving such method,
assumes no liability for such method.

     3.16 Further Assurances.   Contractor   shall   execute  and
deliver  all  further  instruments  and  documents,  and  provide
further  assistance  that  may  be  necessary  or that Owner  may
reasonably  request  in  order  to  enable Contractor to complete
performance  of  the Work or to otherwise effectuate the purposes
or intent of the Agreement.

     3.17  Cooperation with Others.  Contractor acknowledges that
Owner,  other  contractors  and  other  subcontractors  or  other
Persons may be working at the Job Site during the performance  of
this  Agreement and the Work or use of certain facilities may  be
interfered  with  as  a  result  of such  concurrent  activities.
Subject to Section 2.1.1, Contractor shall conduct its Work so as
to minimize interference with work of any of the other parties at
the Job Site.

     3.18  Safety  Precautions.  Contractor shall  implement  and
administer  for  the  Facility,  a  safety  and  health   program
consistent with similar programs conducted by other international
contractors engaged in similar projects, including development of
a    Facility   safety   manual   establishing   Contractor   and
Subcontractor  safety guidelines and requirements.   Such  manual
shall  be  subject  to Owner's prior written  approval.   Owner's
review  and approval of Contractor's safety manual shall  not  in
any  way  relieve  Contractor  of  its  responsibility  regarding
safety,  and  Owner,  in  reviewing and  approving  such  manual,
assumes no liability for such safety manual.

     3.19 Inspections.  Owner  shall  have  the  option  of being
present  at  all  inspections  on  and  off  the  Job  Site,  and
Contractor shall provide reasonable advance notice of inspections
that Owner  has specifically  identified as witness tests.  If in
the reasonable judgment of Owner, the progress and quality of the
Work is not proceeding in  accordance  with the Agreement,  Owner
shall  be  entitled  to  bring  such  matters to the attention of
Contractor for  the  purpose  of  remedying  such Deficiencies in
accordance  with ARTICLE IX.   Any inspections under this Section
3.19  shall  be  governed  by  Section 9.1.  If Contractor at any
time  after  the  date  hereof becomes aware that it requires the
use of  any  real estate  that  is  not included in the Job Site,
Contractor  shall immediately give notice thereof to Owner.

     3.20 Payment.  Contractor  shall  timely  make  all payments
required  to  be  paid  to  Owner  pursuant  to the terms of this
Agreement.

<PAGE> 26


     3.21 Surveyor.  At Contractor's cost and expense, Contractor
shall enter into a subcontract with a Surveyor to inspect certain
portions of the Work and verify completion thereof.  The  reports
and  certifications generated by the Surveyor shall  be  mutually
agreed upon by the Parties and copies thereof, provided to  Owner
upon  request  and  as  necessary for Contractor  to  demonstrate
achievement  of  a  Milestone, Mechanical Completion,  Commercial
Operation, Substantial Completion and/or Final Completion.

                           ARTICLE IV.

                 REPRESENTATIONS AND WARRANTIES

     4.1  Representations  and  Warranties of Owner.  Owner makes
the following representations and warranties to Contractor,  each
of which is true and correct on the date hereof:

            4.1.1     Due  Organization,  Power   and  Authority.
Owner is a company organized, existing and in good standing under
the  laws  of  Delaware; Owner possesses  all requisite power and
authority to enter into and perform this Agreement, and to  carry
out the transactions contemplated herein; and Owner has all legal
power and authority to own and use its properties and to transact
the business in which it is  engaged  and  holds  or  expects  to
obtain  all  franchises,  licenses,  and  permits  necessary  and
required therefor;

            4.1.2     Binding   Obligation.   Owner's  execution,
delivery,  and  performance  of this  Agreement  have  been  duly
authorized  by,  and  are   in  accordance  with, its articles of
organization  and   other  internal  governing   documents;  this
Agreement  has  been  duly  executed  and delivered for it by the
signatories so authorized; and this Agreement constitutes Owner's
legal, valid, and binding obligation;

            4.1.3     No Existing Breach or Default. Owner is not
currently in  breach  of,  in default under, or in violation  of,
and  the  execution  and  delivery  of  this  Agreement  and  the
performance  of its  obligations hereunder will not constitute or
result  in   any  breach  of, default  under or violation of, any
applicable statute,  law,  ordinance, decree, rule, or regulation
of any  Governmental Unit, or  the provisions of Owner's articles
of organization  or  other  internal  governing documents, or any
franchise or license,  or  any  provision of any indenture or any
evidence of indebtedness  or  security therefor, lease, contract,
license or other agreement  by  which  it  is   bound, except for
such  breaches,   defaults   or  violations  as will not,  either
individually or in the aggregate,  result  in  a material adverse
effect  on  the  ability  of  Owner  to  perform  its obligations
hereunder; and

            4.1.4     No Pending Litigation, Etc. No suit, claim,
action,  arbitration,   or   legal,   administrative   or   other
proceeding  is  pending   or,   to  the  best knowledge of Owner,
threatened  against  Owner  that  would  affect  the  validity or
enforceability  of  this  Agreement,  the   ability  of  Owner to
fulfill  its  commitments  hereunder  in any material respect, or
that could result in  any material adverse change in the business
or financial condition of Owner.   Owner  has no knowledge of any
violation or default  with  respect  to, or the existence of, any
order, writ, injunction  or any  decree   of  any  court  or  any
governmental    department,    commission,    board,   agency  or
instrumentality or any  arbitration panel  which  may  result  in
any  such  nonperformance

<PAGE> 27

of  its  obligations  under  this  Agreement  or material adverse
effect  on its ability to perform such obligations.

            4.1.5     Compliance  With  Laws.  Owner has complied
with all Applicable Laws such that it has not been subject to any
fines, penalties, injunctive relief or criminal liabilities which
in  the  aggregate  have  materially  affected  or may materially
affect  its business operations or financial condition.

     4.2  Representations   and    Warranties    of   Contractor.
Contractor  makes the following representations and warranties to
Owner, each of which is true and correct on the date hereof:

            4.2.1     Due  Organization,  Power  and   Authority.
Contractor is a corporation  duly organized, existing and in good
standing  under  the  laws  of Maryland; Contractor possesses all
requisite  power  and  authority  to  enter into and perform this
Agreement and to carry out  the transactions contemplated herein;
and  Contractor has all  legal power and authority to own and use
its properties  and  to  transact  the  business  in  which it is
engaged and holds  or  expects  to  obtain in a timely manner all
franchises,  licenses, and permits required therefor;

            4.2.2     Binding Obligation.  Contractor's execution,
delivery,   and   performance  of  this  Agreement have been duly
authorized  by,  and  are  in  accordance  with,  its articles of
incorporation and by-laws;  this Agreement has been duly executed
and delivered for  it by  the signatories so authorized; and this
Agreement   constitutes  Contractor's  legal,  valid, and binding
obligation;

            4.2.3     No  Existing Breach or Default.  Contractor
is not  currently in breach of, in default under, or in violation
of, and  the   execution  and  delivery of this Agreement and the
performance  of  its obligations hereunder will not constitute or
result in any  breach  of,  default  under  or  violation of, any
applicable statute,  law,  ordinance, decree, rule, or regulation
of any  Governmental  Unit,  or  the  provisions  of Contractor's
articles  of  incorporation  or   by-laws,  or  any  franchise or
license, or any provision of any  indenture  or  any  evidence of
indebtedness or security  therefor,  lease,  contract, license or
other agreement by which it is bound, except  for  such breaches,
defaults or violations as  will  not,  either  individually or in
the aggregate, result  in  a  material  adverse   effect  on  the
ability of Contractor to  perform  its obligations hereunder; and

            4.2.4     No Pending Litigation, Etc. No suit, claim,
action,  arbitration,   or   legal,   administrative   or   other
proceeding is pending or, to  the  best knowledge of  Contractor,
threatened   against   Contractor   that   could    affect    the
validity  or  enforceability   of  this Agreement, the ability of
Contractor to fulfill  its  commitments hereunder in any material
respect, or  that  would result in any material adverse change in
the business or financial condition of Contractor. Contractor has
no knowledge  of any violation or default with respect to, or the
existence of,  any  order,  writ, injunction or any decree of any
court  or  any  governmental   department,   commission,   board,
agency   or  instrumentality  or  any arbitration panel which may
result in  any such  nonperformance of its obligations under this
Agreement  or  material   adverse   effect   on  its  ability  to
perform   such obligations; and

            4.2.5     Contractor  Qualified  to Perform the Work.
Contractor  has  full  experience  and  proper qualifications  to
perform the Work and to construct the Facility.

<PAGE> 28


            4.2.6     Patents,  Licenses, Franchises.  Contractor
owns or possesses all  the  patents, trademarks,  service  marks,
trade names, copyrights, licenses, franchises, permits and rights
with   respect  to  the  foregoing necessary to perform the Work,
enable  Owner   to   utilize  the  Facility  and to carry  on its
business  as  presently  conducted  and  presently  planned to be
conducted without conflict with the rights of others.

            4.2.7     Compliance  with   Laws.   Contractor   has
complied  with  all  Applicable   Laws  such that it has not been
subject to any  fines,  penalties,  injunctive relief or criminal
liabilities which in the  aggregate  have  materially affected or
may  materially  affect  its  business  operations  or  financial
condition  or  its  ability  to perform the Work.

            4.2.8     The  Agreement.  Prior  to the execution of
this  Agreement,  Contractor  performed  engineering  and related
services and developed and provided the information  that  formed
the  preliminary  Specifications and the preliminary drawings set
forth in Annex  C.  Owner has relied upon Contractor's  expertise
in   developing   and   providing  such  information  and design.
Contractor  hereby warrants and represents that such information,
when final,  will be accurate, adequate and complete to engineer,
procure  and construct  the  Project  for  the  Contract  Amount,
within the required times set forth in the Project Schedule,  and
in accordance with all requirements of this Agreement,  including
Applicable  Laws, Applicable Codes and Standards, the  warranties
set  forth  herein,  the Minimum Performance Standards,  and  the
Performance  Guarantees.   Accordingly,  Contractor  (i)   hereby
agrees  that it shall have no right to claim or seek an  increase
in  the  Contract Amount or an adjustment to the Project Schedule
with   respect  to  any  incomplete,  inaccurate  or   inadequate
information  or requirements that may be contained or  referenced
in  the Specifications, and (ii) hereby waives and releases Owner
from and against such claims.

            4.2.9     Applicable  Laws  and  Applicable Codes and
Standards.  Contractor  warrants  that it can perform the Work at
the   Contract  Amount   and  within  the   Project  Schedule  in
accordance with Applicable Law and Applicable Codes and Standards.
Contractor shall  perform  the Work in accordance with Applicable
Laws  and  Applicable  Codes  and  Standards,; provided, however,
Contractor  shall  be  entitled  to a Change Order for Changes in
Law to the extent  allowed under Section 11.2.1(iv) provided that
Contractor complies  with  Change Order request requirements  set
forth  in  Section 11.2 and the mitigation requirements set forth
in Section 11.9.   Without  limiting the notice requirements  set
forth  in Section 11.2,  Contractor shall promptly  notify  Owner
of  any  Changes   in   Law.   In  all  places in this  Agreement
where the Contractor makes a representation, or has an obligation
to ensure that  the  Work or Facility is or will be in compliance
with  all  Applicable  Laws and Applicable Codes and Standards as
relates  to Emissions,  any  such  representation  or  obligation
shall   be  satisfied   upon  the  Work  or Facility meeting  the
Environmental Requirements.

                           ARTICLE V.

                CONTRACT AMOUNT AND OTHER CHARGES

     5.1  Contract Amount.  The  Contract Amount shall be eighty-
three million five  hundred seventy-three thousand three  hundred
and seventy-one  Euros  (E83,573,371) which

<PAGE> 29

includes  payment for parts, as described in Annexes A.1 and A.5,
all of which shall be  paid in  accordance with ARTICLE VI and is
subject  to  increases  or  decreases  only  by  Change  Order as
specifically provided  in  this Agreement.   The  Contract Amount
shall be complete  compensation  for   all   the   Work  and  the
obligations  to  be  performed by Contractor under this Agreement
and all costs incurred.

     5.2  Taxes.

            5.2.1     Responsibility  of  Owner.   The   Contract
Amount does not  include,  and Owner shall be responsible for any
sales taxes,  use  taxes,  value  added  taxes, real and personal
property  taxes  and  any  other  taxes  imposed  by Governmental
Units in the  Dominican  Republic  on   the   Facility   or   any
components  of  the   Work.  Contractor   shall,   as  reasonably
requested by  Owner,  cooperate  with  Owner in order to minimize
such taxes.  All import  duties, taxes  and other charges imposed
by any Governmental Unit in  the  Dominican  Republic  associated
with  the  importation  of   the Equipment and Materials into the
Dominican Republic shall also be the  responsibility of Owner for
direct  payment  to  the  applicable  Governmental  Unit   and/or
customs agents/brokers  and  are  not  included  in  the Contract
Amount, subject to Section 3.2.1.

            5.2.2     Responsibility  of  Contractor.  Contractor
shall be responsible for  direct  payment of,  and  the  Contract
Amount  includes,   (a)   withholding  taxes  on  Contractor   or
Subcontractor employees in the Dominican Republic, and (b) duties,
taxes or  other  charges  imposed  for the importation  into  the
Dominican  Republic   of   (i) personal  effects of Contractor or
Subcontractor  employees  or   (ii) Construction   Equipment  for
performance  of  the Work  if  the imposition of the duty, tax or
other  charge   arises  from  the  failure  of  Contractor or its
Subcontractors  to  re-export  the  Construction  Equipment after
Final Completion of the Work (or  any earlier termination of this
Agreement) (c) any taxes based on  the  income  or gross receipts
of  Contractor  or  its Subcontractors in the Dominican Republic,
and  (d)  all  present  and  future   taxes,   duties,   imposts,
deductions, withholdings,  other  charges and liabilities imposed
on it by any Governmental Unit outside of the Dominican Republic.

                           ARTICLE VI.

                          PAYMENT TERMS

     6.1  Payment of Contract Amount.

            6.1.1     Milestone Payment  Schedule.  Exhibit 6.1.1
hereto  sets  forth  the  Milestone  Payment  Schedule,  which is
intended to cause payments to approximate the value of  the  Work
performed  by  Contractor.  The  Down  Payment  shall  be made on
August  18,  2010, and all other Milestone Payments shall be made
in accordance with  the  Milestones achieved under  the Milestone
Payment Schedule and the  other  terms  of  this Agreement.   The
Milestone  Payment  Schedule,   including  Milestones,  shall  be
amended  only  by   Change Order pursuant to this Agreement.  The
payments made by Owner to Contractor  pursuant to the Side Letter
(in  the  aggregate   amount  of   One    Million    Six  Hundred
Thirty-Five   Thousand   Euros (1,635,000),   receipt  of   which
is  hereby  acknowledged by Contractor) shall be credited against
the Down Payment.

            6.1.2     Milestone Payments.


<PAGE> 30

               (i)  Contractor   shall  not  be  entitled  to any
     payment whatsoever for any portion of the Work relating to a
     particular Milestone until such Milestone is fully completed.
     Such invoice shall be  substantially  in the form of Exhibit
     6.1.2(A), in  the  amount  of  such completed Milestones and
     shall also include amounts properly  due  and owing for Work
     performed and pursuant  to  a  Change  Order.  Each  invoice
     (other than the final invoice) shall be accompanied by (i) a
     Milestone Completion Certificate, substantially in the  form
     of  Exhibit  6.1.2(B),  signed  by  Contractor  and,   where
     required, verified by Owner's Engineer (acting in accordance
     with Section 10.1), except that the invoice for Milestone No.
     1 as set forth in the Milestone Payment Schedule need not be
     verified  by  Owner's  Engineer,  (ii)   all   documentation
     supporting  Contractor's  request  for  payment  as required
     under  this  Agreement,  including  invoices   and  receipts
     supporting all  amounts billed for unilateral Change Orders,
     and  (iii)  a  fully  executed  intermediate  lien and claim
     waiver from Contractor substantially in the form  of Exhibit
     6.1.2(C) and from each Subcontractor whose contract for work
     exceeds three hundred fifty thousand Euros (350,000)  in the
     aggregate,  substantially  in  the form of Exhibit 6.1.2(D).
     Intermediate lien and claim waivers, however, shall  not  be
     required from such Subcontractors  until they have performed
     Work,  and  such  Subcontractors shall be required to submit
     additional  interim lien and claim waivers only if they have
     performed Work  not  covered  by a previous interim lien and
     claim waiver.  Submission of all intermediate lien and claim
     waivers  is a condition precedent to payment of any invoice.

              (ii)  Owner  shall  pay  the  undisputed   invoiced
     amount,  five (5)  business  days  after  receipt;  provided
     however  Owner  shall  not  be obligated to make any payment
     unless Contractor  has supplied Owner with all documentation
     required hereunder. If an invoice is disputed  by Owner, the
     procedure set forth in Section 6.2 shall apply.

             (iii)  Any  payment  that  Owner is not obligated to
     make under  this  proviso  shall be  made, without interest,
     upon  satisfaction  of  the  conditions  described  in  such
     clauses with respect to such payment.

            6.1.3     Payment at  Commercial  Operation.   Within
thirty (30)  Days  after Commercial Operation and Owner's receipt
of an invoice  therefore,  Owner  shall, subject  to its right to
withhold  under  this   Agreement,  release   to  Contractor  the
remaining  unpaid  Contract    Amount,   other  than  2%  of  the
Contract   Amount.  Notwithstanding  the foregoing,  in the event
pursuant to  Section 10.5 Performance tests are conducted on only
one fuel (i.e.,  HFO  or  NG) and the performance Tests and other
conditions to achieve  Commercial  Operation  are satisfied, then
the remaining  Contract  Amount shall be paid, other than 175% of
the sum of the value  of all  Punch  List  Work plus the value of
any  Work  necessary  to achieve Final Completion.

            6.1.4     Payment   Upon   Final   Completion.   Upon
achievement of  Final  Completion,  Contractor shall, in addition
to  any other requirements in  this Agreement for achieving Final
Completion,  submit  a  final  invoice  in  the  form  of Exhibit
6.1.2(A), together  with  (i)  a   fully  executed final lien and
claim  waiver   from  Contractor  substantially  in  the form  of
Exhibit  6.1.4(A)  and fully   executed   final  lien  and  claim
waivers   from   each  Subcontractor substantially in the form of
Exhibit 6.1.4(B),  and  (ii)   a   statement   summarizing    and
reconciling  all previous invoices, payments and  Change  Orders.
No  later  than  five business  days after receipt

<PAGE> 31

by Owner of such final  invoice  and  all requested documentation
and achieving Final Completion, Owner shall, pay  Contractor  the
balance  of    the   Contract   Amount,  including  any remaining
Retainage.

            6.1.5     Interest.  Except where a different rate of
interest  is  provided  in  this  Agreement,  amounts not paid by
either Party  to the other when due hereunder shall bear interest
from  the  date payment  was due to the date of payment at a rate
per annum  (the "Base Rate")  equal to two percent (2%) per annum
over the rate of interest announced from time to time by Citibank,
N.A.,  at  its principal  office in New York, NY as its prime  or
base  lending rate  for  United States commercial loans; provided
that  in  no  event  shall  the Base Rate exceed the maximum rate
permitted  by Applicable Laws.

     6.2  Payment Disputes.

            6.2.1     Partial  Payment;  Accrual of Interest.  In
case of a Dispute with  respect to a portion but not all  of  any
payment  amount,  Owner  or  Contractor shall pay the  undisputed
portion  promptly   in   accordance  with the provisions of  this
Agreement.  Contractor's or Owner's acceptance of partial payment
shall  not  be   deemed  to  constitute  a waiver of the right to
receive amounts  which  are  then  in Dispute, and Contractor and
Owner  shall  use  their  best  efforts  to resolve  all disputed
amounts as  soon  as practicable.   Any amounts not paid when due
(including  disputed  amounts  which are  subsequently determined
to  have been  properly  due)  or  any  amounts  paid  which  are
subsequently determined not to  have been properly due shall bear
interest at the Base Rate until paid.

            6.2.2     Resolution of Disputes.  Subject to Section
6.2.1, in the event of a Dispute between  the  Parties  regarding
any entitlement to any payment hereunder, either Party shall have
the right to refer the Dispute for resolution in accordance  with
ARTICLE  XXV.  Pending resolution of any such Dispute, Contractor
shall  continue  its performance of the Work in  accordance  with
this  Agreement.   Amounts determined by the  dispute  resolution
process of ARTICLE XXV to have been properly due to any Party  by
any  other  Party  shall be payable to such Party  by  the  other
Party,  together  with  accrued interest thereon  from  the  time
payment  was  originally due to the date of payment,  within  ten
(10) days after (i) the effective date of the Parties' negotiated
settlement  or  (ii)  absent such settlement,  any  award  issued
pursuant to ARTICLE XXV.

     6.3  Form and Manner  of  Payments.  All payments to a Party
under  this  Agreement shall be made in United States Dollars  or
Euros (as specified in this Agreement) and by  wire  transfer  of
immediately available funds to the following bank accounts:

<PAGE> 32

            If to Contractor:

            For payments in Euros:
            Beneficiary:  Wartsila Finland Oy
            Bank:  Nordea Bank Finland Plc

            Swift Code:  NDEAFIHH
            IBAN:  FI06 2052 3800 0032 68

            If to Owner:

            For Payment in Dollars:

            UMB Bank, n.a.
            Kansas City, Missouri
            ABA No. 101 000 695
            Credit:  Seaboard Corporation


A  Party  may  designate from time to time a  different  bank  or
account by notice to the other Party given not less than ten (10)
business  days  prior  to the next payment  date  to  which  such
payment  instructions are to apply.  If the date for any  payment
called for under this Agreement should fall on a day that is  not
a  business  day,  then such payment may  be  made  on  the  next
succeeding  business day with the same effect as if made  on  the
date due.

     6.4  No  Payment   in   the  Event   of   Material   Breach.
Notwithstanding  any  other  provision  to  the  contrary,  Owner
shall  have  no obligation  to  make any payment to Contractor at
any   time   when  Contractor   is   in   material breach of  the
Agreement.   On  the  payment  date  next  following the date  on
which  all  material  breaches  of Contractor have been remedied,
Owner shall make  all payments withheld during  the  continuation
of  such  material  breaches,  subject to the  provisions of this
ARTICLE VI, less any amounts paid by Owner in an effort to remedy
any  such  material  breach  or  for  costs  incurred as a result
thereof.

     6.5  Payment Not Acceptance.  No making of any  payment  to
Contractor by Owner shall constitute an acceptance of any of  the
Work  or  shall  relieve Contractor of any of its obligations  or
liabilities with respect thereto.  All payments shall be  subject
to correction or adjustment in subsequent payments.


                          ARTICLE VII.

              COMMENCEMENT OF THE WORK; TERMINATION

     7.1  Effective Date.  This  Agreement shall become effective
upon the  date  upon  execution and delivery by each of Owner and
Contractor to the other Party of a counterpart of this  Agreement
(the "Effective Date").

     7.2  [INTENTIONALLY OMITTED].

<PAGE> 33


     7.3  Commencement of Work.  Subject to the terms of the Side
Letter,  Contractor  commenced performance of  the  Work  on  the
Starting  Date, and shall continue to diligently pursue the  Work
in  accordance with this Agreement.  All Work performed prior  to
the  Starting  Date (including any Work performed  prior  to  the
Effective Date pursuant to the Letter Agreement and Side  Letter)
shall,  upon the Starting Date, be deemed to have been  performed
under  this  Agreement  and shall be subject  to  the  terms  and
conditions of this Agreement.

     7.4  Cancellation.   Either  Party  may  declare   the  Work
canceled  if  there  is  an event of Force Majeure which prevents
performance  of  all  of the Work and extends for a period longer
than one-hundred eighty  (180) days, The Party canceling the Work
shall deliver  a  notice  of its intent to cancel the Work to the
other Party.   In the event  of  cancellation  pursuant  to  this
Section   7.4,  Contractor  shall  be  paid  all unpaid Milestone
Payments  then  due and  owing  and  the  reasonable value of any
Work  performed  by  Contractor  which   partially   goes  toward
completing the subsequent Milestone (the basis of determining the
reasonable  value  being  based  on  the pro-rata  portion of the
next Milestone  which  has been  completed) prior to termination,
less that portion  of  the  Contract  Amount  previously  paid to
Contractor, plus  reasonable direct  close-out  costs,  but in no
event  shall  Contractor  be entitled   to   receive  any  amount
for  unabsorbed   overhead,  contingency, or risk. If no Work has
been  performed  by  Contractor  at  the  time  of  cancellation,
Contractor shall be paid the sum of  One  Hundred  U.S.   Dollars
(U.S. $100) for  its  undertaking  to  perform.   Upon making the
payment specified in this Section 7.4, Owner  shall own the Work,
in its  then  state,  and  Contractor  shall  convey   good   and
marketable title to the Work, free and clear  of liens, to Owner,
and shall make the Work available to Owner.

     7.5  Termination;  Survival  of  Provisions.  This Agreement
shall terminate upon the earlier of (i) the  discharge   of   all
obligations of both Parties under this Agreement by the  complete
performance thereof, (ii) the cancellation by Owner or Contractor
of all the Work in accordance with Section 7.4 and the payment by
Owner  of  the amounts due to be paid to Contractor in accordance
with said Section, or (iii) termination by Owner or Contractor as
permitted  under  ARTICLE  XVI.  The following  provisions  shall
survive any termination, ARTICLE IV, XIX, XX, XXIV, XXV, XXVI and
XXIX  and Sections 14.1, 14.3 and 20.1 and in addition, if  Owner
shall  have  paid  all  undisputed amounts (if  any)  payable  to
Contractor  in  accordance with the provisions  of  the  relevant
cancellation (other than a cancellation pursuant to Section 20.1)
or termination clauses, ARTICLE XIII and XXIII.

                          ARTICLE VIII.

                          DOCUMENTATION

     8.1  Delivery  of  Preliminary  Design Drawings.  Contractor
shall deliver  to  Owner  as they become available but  no  later
than twenty (20) days  after the Starting Date, three (3) sets of
preliminary  design drawings.  Of these, the following  shall  be
subject to Owner's review, comment, and approval or disapproval:

            (i)   hull outline drawing;
            (ii)  site arrangement drawing;
            (iii) engine hall layout drawing;

<PAGE> 34


            (iv)  electrical one-line drawing (including
                  electrical protection); and
            (v)   flow diagrams

Owner  shall  provide any comments, proposed changes  or  written
approvals  or  disapprovals regarding the submitted  drawings  to
Contractor  within  ten  (10) business days  of  receipt  of  the
drawings.  If Owner fails to provide comments within such period,
such  drawings  shall be deemed acceptable to Owner.   Contractor
shall  give Owner's comments due consideration but shall  not  be
obligated  to  incorporate  any  such  comments;  provided   that
Contractor  notifies Owner, within five (5)  days  after  receipt
from  Owner,  of  the  comments which Contractor  elects  not  to
incorporate.  (Such final documents being "Design Documents").

            8.1.1     No  Owner  Response.  If  Owner  fails   to
provide comments to such drawings,  proposed changes  or  written
approvals  or  disapprovals  within  such period,  Contractor may
proceed with  the  development   of   such   drawings   and   any
construction  relating  thereto,  but  Owner's  lack of comments,
approval or disapproval,  if   applicable,  shall  in  no   event
constitute an approval  of  the matters received by Owner.

            8.1.2     Comment or Approval by Owner.  Annex C sets
forth the list of drawings approved by Owner as of the  Effective
Date.  Owner's  approval  of any drawings shall not in any way be
deemed to limit or in  any way alter Contractor's  responsibility
to perform and complete the Work in strict  accordance  with  the
requirements  of the Agreement, and in the event of  discrepancy,
difference  or ambiguity between the terms of this Agreement  and
any  drawings, the interpretation imposing the greater obligation
upon Contractor shall control.  In the event Owner's comments  do
not  constitute a disapproval of the drawing pursuant to  Section
8.1.3,  Contractor shall give Owner's comments due  consideration
but  shall  not  be obligated to incorporate any  such  comments;
provided  that  Contractor notifies Owner, within five  (5)  days
after receipt from Owner, of the comments which Contractor elects
not to incorporate.

            8.1.3     Disapproval by Owner.  If Owner disapproves
the  submitted  drawings,  Owner  shall provide Contractor with a
written statement of the  reasons for such rejection  within  the
time period required for Owner's response for disapproval of such
drawings.   Contractor  shall  provide  Owner  with  revised  and
corrected  drawings  as soon as possible thereafter  and  Owner's
rights  with respect to the issuing of comments, proposed changes
or  approvals  or  disapprovals of  such  revised  and  corrected
drawings  are  governed  by  the procedures  specified  above  in
Section  8.1; provided that Contractor shall not be  entitled  to
any extensions of time to the Project Schedule, an adjustment  to
the  Contract  Amount or an adjustment to any  other  obligations
under the Agreement.

     8.2  Delivery  of   Job   Books   and   Operating   Manuals.
Contractor  shall  provide  operating manuals (collectively,  the
"Operating Manuals") to Owner in accordance with the requirements
of Annex A. Contractor shall provide four (4) copies of the final
and complete job books to Owner  within  sixty  (60)  days  after
Commercial  Operation.  For any early start-up of  an  individual
unit or system, Contractor shall provide the appropriate portions
of the job books containing adequate associated design and vendor
information to enable proper orientation and training of  capable
personnel  of  Owner or Owner's designee to  allow  for  a  safe,
efficient and

<PAGE> 35

effective  start-up  of such unit or system.  The job books shall
be in the English language unless otherwise described in Annex A.

     8.3   Content of Job Books.  Job books shall include,  at  a
minimum, the following (if applicable):

           (i) Engineering/Design

                 - Process Flow Diagrams

                 - P&ID's

                 - Facility Description (as-built)

                 - Equipment Location Plan

                 - Electrical one-lines

                 - Cable and Raceway Schedule

                 - Connection Report/Loop Diagrams

                 - Valve List

                 - Motor List

                 - Drawing Index

                 - Safety information

                 - Control System set points

                 - Control System access and passwords

                 - Stability Booklet

                 - Mooring Calculations

                 - Tonnage Measurements

<PAGE> 36


           (ii) Purchasing & Vendor Supplied Information

                 - Vendor information for equipment purchased

                 including:

                        - Performance curves, as applicable

                        - P&ID's, as applicable

                        - Piping and electrical detail drawings
                          where applicable

                        - Recommendations and price lists for
                          operating and maintenance spare parts

                        - Operating and Maintenance
                          Information/manuals

                        - Installation instructions

                        - Equipment List

                        - Instrument List

          (iii) Project Procedures

                 - System Description

                 - As-Builts of Piping Drawings

                 - Plant Output/Test Procedure

                 - System and component Start-up and shutdown
                   procedures

           (iv) Project Governmental Approvals if required

                 - Boiler Inspection Report

                 - Soils Testing Report

            (v) Spare Parts List and Pricing Information for
                  all Equipment and Materials

           (vi) Test Protocols

          (vii) Test report on all major Equipment and
                Materials tested before delivery to the Facility

<PAGE> 37


         (viii) Quality Control Books or Procedures

           (ix) Lists of Equipment Manufacturers

                           ARTICLE IX.

                INSPECTION AND CORRECTION OF WORK

     9.1    Periodic  Inspections.   Owner  and  its  agents  and
representatives  (including Owner's Engineer  and  the  Financing
Parties)  shall have the right to inspect, at Owner's  cost,  the
Work  at  the  Shipyard,  at the Job  Site,  at  the  factory  of
Contractor's Affiliates and any other location where the Work  is
being  performed, prepared or fabricated (including any  item  of
Equipment and Materials, design, engineering, or other service or
the  workmanship associated therewith), and Contractor shall,  at
the  request  of  Owner,  arrange  for  any  such  inspection  at
reasonable  times  (normal business hours)  and  upon  reasonable
advance  notice.  Owner shall inform Contractor within  ten  (10)
days  after  an  inspection  of  the  Work  of  any  Defects   or
Deficiencies  in the Work it discovers during such inspection  of
the  Work.   Owner's,  Owner's Engineer's or  Financing  Parties'
right  to  conduct inspections pursuant to this  Section  9.1  or
elsewhere under this Agreement shall not obligate Owner,  Owner's
Engineer or Financing Parties to do so.  Neither the exercise  by
Owner,  Owner's Engineer or Financing Parties of any such  right,
nor  any  failure  on  the  part of Owner,  Owner's  Engineer  or
Financing   Parties  to  discover  or  reject  any   Defects   or
Deficiencies  shall be construed as an approval or acceptance  of
such  Defect  or  Deficiency  or  a  waiver  of  such  Defect  or
Deficiency  or  any  of  Contractor's  obligations,   duties   or
liabilities  under the Agreement. All such inspections  shall  be
conducted  in a manner that does not unreasonably interfere  with
the  normal  performance and progress of  the  Work.   Owner  and
Owner's  Engineer  shall have general access  to  the  Job  Site,
provided  that each observes all safety and security  regulations
established by Contractor for the Job Site.

     9.2  Correction of Work.

            9.2.1     Correction  of  Work  Prior  to  Commercial
Operation.  If, in the  judgment  of Owner, any work is Defective
or  Deficient  prior  to  Commercial  Operation, Contractor shall
promptly correct, at its own expense, any Defects or Deficiencies
in any part  of  the  Work,  whether  by  repair,  replacement or
otherwise, subject to Contractor's  right  to  pursue  a  Dispute
under   ARTICLE   XXV.  Correction  of  Defects  or  Deficiencies
included in the Punch  List shall be governed by  the  provisions
of  Section  10.8,  and  correction  of  Defects  or Deficiencies
identified during the Primary Warranty Period  or, if applicable,
Extended  Warranty Period, shall be governed by the provisions of
ARTICLE XIII.

            9.2.2     Correction   of   Work   After   Commercial
Operation.  If,  during   the  Primary  Warranty Period  (or,  if
applicable,  the Extended  Warranty Period), any Work is found to
be Defective or Deficient, Contractor shall promptly respond  and
commence  its  Corrective  Work   to   remedy   such Defects  and
Deficiencies  in accordance  with  Section  13.4.  Correction  of
Defects  or  Deficiencies  included  in  the  Punch List shall be
governed by  the  provisions  of  Section  10.7, and the duration
of  the  Primary  Warranty  Period  or,  if  applicable, Extended
Warranty  Period,  shall be governed by the provisions of ARTICLE
XIII.

<PAGE> 38


     9.3  Observance of Tests.  Each of the parties identified in
Section  9.1 and Section 21.2.4 shall have the right  to  observe
all tests of the Work and the Facility.

     9.4  Quality Assurance.  Contractor  shall  deliver to Owner
within  thirty  (30)  days  after  the Starting Date  a  Project-
specific quality  assurance program for Owner's review and  prior
written approval that will be binding on the Contractor and   its
Subcontractors   and  will  govern  their  performance   of   all
components  of the Work.  Contractor shall promptly  modify  such
Project-specific  quality assurance program  to  incorporate  all
comments  provided  by  Owner,  if  any.   Owner's  approval   of
Contractor's  quality assurance program shall in no  way  relieve
Contractor  of  its  responsibility for performing  the  Work  in
compliance  with  this  Agreement.  If  Owner  fails  to  provide
approval  within  such  period,  such  Project-specific   quality
assurance program shall be deemed acceptable to Owner.

                           ARTICLE X.

                     COMPLETION OF THE WORK

     10.1  Action by Owner and Owner's Engineer with  respect  to
Completion  Certificates.  Upon Owner's request  and  exclusively
for  the sole benefit of Owner, Owner's Engineer shall review and
accept   or   reject  the  Completion  Certificates   issued   by
Contractor.  The Completion Certificates shall be accompanied  by
the   appropriate  supporting  documentation  identified  in  the
Milestone Payment Schedule.  Such documentation shall consist  of
(i)  in  the  case  of the Milestone Completion  Certificate  for
factory testing, a copy of the test report, and (ii) in the  case
of the Milestone Completion Certificate for shipment of Equipment
and Materials, a copy of the bill(s) of lading.  Contractor shall
concurrently deliver to Owner a copy of each submittal  it  makes
to  Owner's Engineer pursuant to this Section.  Within  five  (5)
business days of receipt of any Completion Certificate (ten  (10)
business  days  in  the case of the Performance  Test  Completion
Certificate),  Owner's  Engineer  shall  deliver  a   notice   to
Contractor  accepting  or rejecting such Completion  Certificate.
If such Completion Certificate is rejected, Owner's Engineer will
specifically   identify  its  reasons  for   rejection   of   the
Certificate.   If  Contractor  accepts  the  reasons   for   such
rejection,  it  shall take corrective action in  accordance  with
this Agreement and submit a new Completion Certificate to Owner's
Engineer  for action in accordance with the procedures set  forth
in  this  Section.  If Contractor disagrees with the reasons  for
the  rejection  or  if Owner's Engineer fails  to  act  upon  the
Completion Certificate within the time period provided for herein
(or such longer period as the Contractor and Owner's Engineer may
mutually  agree  upon), Contractor shall promptly notify  Owner's
Engineer  and  Owner, and the Parties and Owner's Engineer  shall
meet  to attempt to resolve the disagreement (or delay).  If  the
disagreement  cannot be resolved within five (5)  business  days,
Contractor shall act in accordance with the instructions of Owner
without  prejudice to its right to submit a request for a  Change
Order in accordance with Section 11.2 and to receive interest  in
accordance with Section 6.2 on any payment deferred on account of
such rejection of the Completion Certificate.  Owner's Engineer's
acceptance  of  a  Completion Certificate shall be  signified  by
Owner's  Engineer's countersignature upon it.  Owner's acceptance
shall not relieve Contractor of any of its obligations to perform
the  Work  in accordance with the requirements of this Agreement.
Upon  receipt  of  a Completion Certificate verified  by  Owner's
Engineer,   Owner  shall  signify  its  acceptance   thereof   by
countersigning the Completion Certificate.  The date of  issuance
of  a


<PAGE> 39

Completion  Certificate  shall  constitute  its  effective  date,
provided  that  the Completion Certificate has been  accepted  by
Owner  or,  in  case  of  a Dispute, it is ultimately  determined
pursuant  to  the provisions of ARTICLE XXV that such Certificate
should have been accepted by Owner.

     10.2 Test Guidelines; Test Procedures.  Test Guidelines  for
the conduct  of Check-Out, Start-Up (including Preliminary Tests)
and  the Performance Tests are set forth in Exhibit 10.2  hereto.
No later than sixty (60) days prior to the  commencement  of  the
Preliminary  Tests, Contractor will submit to Owner  and  Owner's
Engineer   a   more  complete  set  of  procedures   (the   "Test
Procedures")  for the conduct of the tests which are  subject  to
Owner's  review and approval.  The Test Procedures  shall  be  in
accordance with the Test Guidelines and shall reflect the  normal
mode  of  operation of the Facility.  Owner shall  cause  Owner's
Engineer  to  review  and  respond  to  Contractor's  draft  Test
Procedures  within  twenty (20) days of the submission,  and  the
Parties  and Owner's Engineer shall finalize the Test  Procedures
within five (5) days of Owner's Engineer's response.

     10.3 Schedule, Conduct and Observation of Preliminary Tests.
As each Generator Set and system and subsystem  of  the  Facility
achieves  Mechanical  Completion, Contractor  will  commence  the
process  of  Check-out and Start-up of such  Facility  component,
including performance of the relevant Preliminary Tests for  such
component.  Contractor shall provide Owner and Owner's  Engineer,
at  least seven (7) days in advance of the first Preliminary Test
and  a preliminary schedule for conduct of the Preliminary Tests.
Such schedule shall be subject to adjustment and modification  to
deal  with the dynamic process involved in Check-out and Start-up
of  the  Facility.   Contractor shall provide Owner  and  Owner's
Engineer  with each revision of the schedule for the  Preliminary
Tests and in any event at least twenty-four (24) hours notice  of
the actual commencement of the first Preliminary Test.

     10.4 Mechanical Completion.

            10.4.1    Conditions   for   Mechanical   Completion.
"Mechanical  Completion"  means  that,   with   respect   to  the
applicable system and  subsystem  of  Equipment and Materials for
the Facility or for the entire Facility,  all  of  the  following
have  occurred:   (i) Contractor  has  completed all procurement,
fabrication,   assembly,   erection,    installation    and  pre-
commissioning checks and tests  of  all  Equipment  and Materials
(including all systems and components of Equipment and Materials)
for  such  applicable  system  or  subsystem  or  for  the entire
Facility to ensure  that  all  such Equipment and  Materials  was
correctly  fabricated,  assembled,  erected and installed  and is
capable  of  being  operated  safely  and   reliably  within  the
requirements and Specifications contained   in  this   Agreement,
including  in  accordance  with   Applicable   Laws, Governmental
Approvals, Prudent Electric Practices  and  applicable  Operating
Manuals, (ii) the system and subsystem of Equipment and Materials
for the Facility or for the entire Facility has been mechanically
completed  and is ready  for  safe  and  continuous operation  on
Heavy Fuel Oil, Gas and LFO, as applicable, and  with  respect to
the entire Facility, all Generator Sets operational in  automatic
mode   from   the   control    room,    (ii)    Contractor    has
satisfactorily  completed  Start-up  (including  all  Preliminary
Tests) and is ready to conduct the Performance Tests with respect
to  such system and subsystem of Equipment and Materials for  the
Facility  or  for the entire Facility, and (iii)  Contractor  has
delivered  to Owner a Mechanical Completion Certificate  for  the

<PAGE> 40

applicable  system  or subsystem or for the  entire  Facility  in
accordance  with  Section  10.4.2, and Owner  has  accepted  such
certificate  by  counter-signing  such  certificate,   and   (iv)
Contractor has performed all other obligations required under the
Agreement for Mechanical Completion.

            10.4.2    Issuance    of    Mechanical     Completion
Certificate.  When  Contractor  believes that the Facility or any
Generator  Set  has achieved  Mechanical  Completion,  Contractor
shall   issue  a Mechanical  Completion Certificate substantially
in the  form of Exhibit 10.4.2.  Owner's Engineer and Owner shall
act  upon  the Mechanical  Completion Certificate  in  accordance
with   the provisions of Section 10.1.

     10.5 Performance Tests.

            10.5.1    Conduct  of  Performance  Tests. Contractor
shall test: (i)  the  Facility  or  a portion of the Facility (so
long  as  at  least fifty percent (50%) of the Generator Sets are
available for testing)  on  a simple cycle basis, when ready, and
again  on  a  combined  cycle  basis,  when ready; or  (ii)  upon
Contractor's Notice to Owner, upon only one fuel if either HFO or
NG are  not  available,  in  each  case,  by  carrying  out   the
Performance  Tests  to   demonstrate   the   Minimum  Performance
Standards  and  the  Performance  Guarantees  have been achieved.
Contractor shall provide Owner and Owner's Engineer with at least
five (5) business days' notice of the date upon  which Contractor
proposes  to  commence  the  Performance Tests.  For  good cause,
Contractor may stop  and  may re-perform  a  Performance  Test at
any  time  unless  otherwise provided under  the Test Procedures.
Contractor  shall  provide  reasonable  cooperation  in meeting a
request  by  Owner  for  the  rescheduling  of a Performance Test
if necessary to allow Owner, Owner's Engineer and representatives
of Financing  Parties (if any) to attend a Performance Test.  All
Performance Tests will be conducted  in  accordance with the Test
Procedures  and in the normal  Facility  operating configuration.
If  any  Performance  Tests are conducted (i) on a portion of the
Facility or Generator Set,  rather  than the Facility as a whole,
or (ii) on  only one fuel;  such  Performance Tests shall only be
used  to  establish conditions for  Commercial  Operation,  on  a
pro-rata   basis,   excluding   the   assessment   or  payment of
Performance Liquidated Damages (10.6.1(iii)), have been fully and
finally  satisfied.  Notwithstanding  anything  to the  contrary,
Performance  Liquidated  Damages  shall  not  accessed until  the
Performance  Test  on  the  entire  Facility  has been conducted,
which Performance Liquidated  Damages  shall  be  calculated on a
weighted average basis as described in Section  A.O.2 of Annex A.
Owner  shall  provide operating personnel for the conduct of each
Performance Test, who  shall  work entirely under the supervision
of Contractor  as  set  forth in more detail in Section 2.1.7 and
ARTICLE XV.  Each Party shall have  the  right  to  perform  data
collection  for  each  Performance Test.  The Parties shall agree
on the data to be used  for  analysis, and  the  analysis will be
performed by  Contractor.   If  Owner  observes  any  Defects  or
Deficiencies in the Facility or  any  Generator  Set  during  any
Performance  Test,  Owner  shall  promptly  notify  Contractor in
writing.   Owner  and  Contractor shall  cooperate  in good faith
in determining when  or to what extent the Facility will be taken
out of service in order to take  corrective  measures;  provided,
however, that  Owner  shall  not  unreasonably   interfere   with
Contractor's  preparations  for  and  conduct  of any Performance
Test.  Contractor shall have the right to  determine  the  nature
of  any  corrective   measures   or modifications to the Facility
to be taken by Contractor; provided  that,   in   the  reasonable
opinion  of  Owner's  Engineer   and  Contractor, such corrective
measures or modifications  would  not adversely  affect   in  any
material respect the operation or  maintenance  of  the  Facility
after

<PAGE> 41

commencement  of Commercial Operation.   No automatic controls or
safety   protections   may   be  temporarily  bypassed to achieve
Performance Guarantees.

            10.5.2    Minimum Performance Standards Achieved  but
Failure to Achieve Performance Guarantees.  If the Facility fails
to  meet one  or more of the Performance Guarantees in accordance
with the  Test Procedures  by the Guaranteed Commercial Operation
Date, then at  Contractor's  election  after  consultation   with
Owner,  Contractor  shall,  with  respect  to  each   Performance
Guarantee  not  achieved:  (i)  take  all corrective  action  and
re-perform  the  relevant  Performance  Tests expeditiously until
achievement of such Performance Guarantees in accordance with the
Test  Procedures,  provided  however,  if  the Facility meets all
Minimum Performance Standards, but such corrective actions do not
result  in  the  achievement of such Performance Guarantee within
ninety (90) days  after the Guaranteed Commercial Operation Date,
then  Contractor  shall  pay  applicable  Performance  Liquidated
Damages as  set forth in this Section, or (ii) pay the applicable
Performance Liquidated Damages for such Performance Guarantee  in
lieu  of  meeting  the  relevant  Performance   Guarantee(s). Re-
performance  of any individual  Performance Test may require  re-
performance of other Performance Tests if so mandated by the Test
Procedures. Contractor's liability under this Section shall be in
addition to  any   Delay   Liquidated  Damages  owed  under  this
Agreement. Contractor shall not unreasonably object to Commercial
Operation  of  the  Facility  or  portion  of the Facility  while
corrective  actions  are   underway  to  achieve  the Performance
Guarantees.

            10.5.3    Minimum Performance Standards Not Achieved.
If  the  Facility   fails  to   achieve   all   of   the  Minimum
Performance  Standards,  as  evidenced  by  the  Performance Test
results,  by  the Guaranteed   Commercial  Operation  Date,  then
(i) Commercial Operation shall not  occur and (ii) the provisions
of Section  10.11.1  shall  apply.  In addition to the foregoing,
Contractor shall attempt for a  period  of  two  hundred  seventy
(270) days (commencing  on  the  date  on which the  Facility  or
component  thereof  was  shown, through the Performance Tests, to
have failed to  achieve  one  or  more of the Minimum Performance
Standards) ("Minimum Performance Standards Correction Period") to
correct  the  Work  to  enable  the Work to achieve  all  of  the
Minimum  Performance  Standards  and otherwise achieve Commercial
Operation.  If  the  Work  has  not  achieved  all of the Minimum
Performance  Standards  and   Commercial   Operation   upon   the
termination  of   the   Minimum  Performance Standards Correction
Period, then Owner may, in its sole  discretion, either (i) grant
Contractor  a second sixty (60) day Minimum Performance Standards
Correction  Period  under  the  same  terms and conditions as the
first, including the application of Section 10.11.1, or (ii) take
such steps to remedy  Contractor  Default to the extent permitted
under  16.2  of  this Agreement.  If, on the other hand, the Work
has  achieved   all   of  the  Minimum  Performance Standards and
Commercial Operation during  the   Minimum  Performance Standards
Correction Period  (or  during the second sixty (60)  day period,
should  Owner  elect  that  option),  then   Contractor  shall be
liable  to  Owner  for  any Liquidated  Damages  to  which  Owner
is entitled under this Agreement.  During any Minimum Performance
Standard  Correction Period, Owner shall provide Contractor  with
access  to  the  Facility Site sufficient to perform its curative
Work under  this  Agreement,  so  long  as  such  access does not
unreasonably interfere with operation of  the Project and subject
to  any  reasonable security  or  safety  requirements of  Owner.
Contractor  shall provide at least one (1) week's notice to Owner
if performance of the curative Work will interfere with operation
of the  Project,  in   which  case  Owner  may  place  reasonable
limitations on Contractor's access to the Facility Site such that

<PAGE> 42

performance of   the  Work  will  minimize  disruption to Owner's
operations and loss of revenue resulting from performance of such
Work.   If,   with  respect   to   any   Performance  Guarantees,
Contractor  achieves  Minimum   Performance  Standards  but  does
not   achieve the corresponding  Performance Guarantee,  if  any,
then  Contractor  shall   immediately  pay Owner the  Performance
Liquidated  Damages, unless otherwise mutually agreed.

            10.5.4    Issuance  of  Performance  Test  Completion
Certificate.  Upon   completion  of  the  last Performance  Test,
whether  upon  achievement  of  all the Performance Guarantees or
otherwise in accordance with  the  provisions of Section  10.5.2,
Contractor shall issue a  Performance Test Completion Certificate
setting  forth    the    Minimum   Performance    Standards   and
Performance Guarantees achieved in  the form of  Exhibit  10.5.4.
Owner's  Engineer  and  Owner shall act upon the Performance Test
Completion  Certificate  in  accordance  with  the  provisions of
Section 10.1.

            10.5.5    Disposition  of  Output.  At all times when
Contractor desires to  conduct Start-up,  Performance  Tests   or
other  operations  of the Facility, any Generator Set or Facility
systems  in   furtherance  of   Performance  Tests  or repair and
maintenance, Owner shall, at no  expense  to Contractor,  arrange
for  the  disposition  of  the  Facility's output of  electricity
in  such  manner  as  Owner  shall  determine.  Any   output   of
electricity,  and  all  proceeds  from the sale thereof, shall be
the  property  of Owner.

     10.6 Commercial Operation.

            10.6.1    Conditions    for   Commercial   Operation.
"Commercial  Operation"   shall  be achieved  with respect to the
Facility  or  a Generator Set only when all of the following have
occurred:

               (i)  Mechanical  Completion  has been achieved (as
     indicated by Contractor's issuance and Owner's acceptance of
     the Mechanical  Completion  Certificate  and  subject to the
     provisions of Section 10.6.2);

              (ii)  all  Minimum  Performance Standards have been
     achieved;

             (iii)  all  Performance Guarantees for the Work have
     been  achieved,  or  in  the  alternative,   all  applicable
     Performance Liquidated Damages due and owing have been paid,
     (under the  applicable Performance Tests and as indicated by
     Contractor's  issuance   and   Owner's   acceptance  of  the
     Performance Test Completion Certificate);

              (iv)  any  Delay  Liquidated  Damages due and owing
     have been paid;

               (v)  The  Facility or  a Generator Set can be used
     for their intended purposes as described in the Agreement in
     accordance  with  all  Applicable Laws, Applicable Codes and
     Standards,  Governmental  Approvals,  and  Prudent  Electric
     Practices, and all  portions  of  the  Facility can legally,
     safely and reliably be placed in commercial operation;


<PAGE> 43

              (vi)  The Facility  or  Generator Set meets  all of
     the requirements set forth in  the Specifications other than
     (i) any Work which,  by the  terms of  the Agreement, is not
     required to be performed  until a later date, and (ii) Punch
     List items;

             (vii)  Contractor  has  submitted  to  Owner a final
     Punch List in accordance with Section 10.7;

            (viii)  Contractor  has  delivered  to  Owner a fully
     executed  intermediate lien and claim waiver from Contractor
     substantially in the form of Exhibit 6.1.2(C); and

              (ix)  Contractor   has   delivered   to   Owner   a
     certificate   under    Section  10.6.2  stating   that   the
     requirements under this Section  10.6.1  have been satisfied
     (the "Commercial Operations  Certificate")  and   Owner  has
     accepted   such   certificate   by    counter-signing   such
     certificate.

            10.6.2    Commercial Operation Prior to Completion of
Testing.  The  Owner  is  not  entitled  to use any Generator Set
before  the conclusion  and acceptance by Owner of the applicable
Performance Tests and Commercial Operation of said Generator Set;
provided,  however,  the foregoing restriction shall not apply if
Owner is operating with Contractor's written consent pursuant  to
Section  10.5.2 or otherwise.  If the Owner generates electricity
from  any Generator Set and such electricity is exported  through
the  outgoing feeders without the formal written consent  of  the
Contractor  or without a Commercial Operations Certificate  being
issued,  Owner shall be regarded as having thereby accepted  such
Generator Set; the Contractor shall be relieved of their duty  to
carry  out  the Performance Tests with respect to such  Generator
Set;   the  Commercial Operation Certificate shall be  deemed  to
have  been  issued  and accepted by Owner with  respect  to  such
Generator  Set;  and  Owner shall pay a pro-rata  amount  of  the
remaining  Contract  Price,  less 2% representing  the  milestone
payment  for the punch list items being completed, to Contractor,
unless  a  Change Order shall have been agreed to, prior  to  the
generation  of  electricity,  in accordance  with  Section  11.3,
providing for additional time and expense.

            10.6.3    Issuance     of      Commercial   Operation
Certificate. When commencement of Commercial Operation occurs for
the Facility or a Generator  Set, when running on simple cycle or
combined cycle, and when running on both NG and HFO or only NG or
HFO, Contractor  shall  issue a Commercial  Operation Certificate
substantially in the form of Exhibit 10.6.2. Owner's Engineer and
Owner shall act  upon  the  Commercial  Operation  Certificate in
accordance with  the provisions of Section 10.1.

     10.7  Delays  in Commercial Operation Not Due  to  Fault  of
Contractor.

            10.7.1    Delay    in     Completion    of    Utility
Interconnection of Load. If,  due  to  no  fault of Contractor or
its Subcontractors,  the  interconnection  to the  Utility is not
operational and ready prior to  the  arrival  of the Barge at the
Job Site so  as  to  enable  Contractor to commence Start-up (and
provided that Contractor  is in fact ready to commence Start-up),
or if Owner fails to provide  a  sufficient  and stable  load, or
consumables within thirty  (30) days after Contractor's notice to
Owner (excluding extensions for  events  of Force  Majeure to the
extent expressly permitted  under Section   17.3.2),  the  period
of  delay  in   completing  the interconnection to the Utility or
in furnishing a sufficient and stable load shall constitute Owner
Delay, and Contractor


<PAGE> 44

shall be  entitled  to  a  Change Order  adjusting the Guaranteed
Commercial  Operation  Date on a day-for-day basis for the period
of  delay, and compensating Contractor for any increased costs in
performing  the  Work  caused by such delay.  Notwithstanding the
above,  if Owner fails to provide interconnection to the Utility,
sufficient and stable load, or consumables within sixty (60) days
after  Contractors'  notice  to  Owner (excluding  extensions for
events of Force Majeure  to the extent expressly permitted  under
Section  17.3.2),  Owner  shall  be  regarded  as  having thereby
accepted  the respective  portion  of  the Facility or  Generator
Set(s); the Contractors shall be relieved of their duty to  carry
out  the Performance Tests;  the Commercial Operation Certificate
shall be  deemed  to  have been issued and accepted by Owner; and
Owner shall  pay  all  remaining amounts of the Contract Price to
Contractors  unless  a  Change  Order  shall have been agreed to,
prior to the occurrence  of  any  Owner  act or  omission  listed
herein, in accordance with Section 11.3, providing for additional
time  and expense.

            10.7.2    Delay  in  Performance Tests.  In the event
that Contractor has achieved Mechanical Completion but, due to no
fault  of Contractor or its Subcontractors, Contractor is  unable
to  conduct  the Performance Tests in order to achieve Commercial
Operation, Contractor shall be entitled to interest at  the  Base
Rate  on  the balance of the Contract Amount for each  day  after
fifteen  (15) days that Contractor is in fact ready  to  commence
Start-up and unable to conduct the Performance Tests due to  such
delay.  If Owner's work delays the Performance Tests by more than
sixty (60) days (excluding extensions for events of Force Majeure
to   the   extent  expressly  permitted  under  Section  17.3.2),
Contractor shall, in addition to the interest at the Base Rate of
the Contract Amount, be entitled to (i) apply a degradation curve
to  the Performance Test results to account for the time that the
Facility,  or respective portions thereof, has been in use;  (ii)
inspect and require additional service work be performed  to  the
Facility  in  preparation for testing at Owner's sole  cost;  and
(iii)  Change Order adjusting the Guaranteed Commercial Operation
Date  on  a  day-for-day  basis for  the  period  of  delay,  and
compensating Contractor for any increased costs in performing the
Work  caused by such delay, which in any case may not exceed  one
hundred  and eighty (180) days. Notwithstanding anything  to  the
contrary,  Owner's  sole  recourse  for  any  shortfall  in   the
Performance Tests after sixty (60) days of delay shall be limited
to  Performance  Liquidated Damages. In no event shall  Owner  be
entitled to reject the Facility, or portion thereof, on the basis
of   the  delayed  Performance  Tests  nor  shall  Contractor  be
otherwise  liable  to  the  Owner  for  any  shortfall   in   the
Performance Tests. Notwithstanding the above, if Owner is  unable
to  conduct  all Performance Tests after one hundred  and  eighty
(180)  days  of  delay,  the Owner shall be  regarded  as  having
thereby  accepted  the  respective portion  of  the  Facility  or
Generator Set(s); the Contractors shall be relieved of their duty
to  carry  out  the  Performance Tests; the Commercial  Operation
Certificate  shall be deemed to have been issued and accepted  by
Owner;  and Owner shall pay all remaining amounts of the Contract
Price  to  Contractors, unless Contractor, in its sole discretion
agrees to a Change Order prior to the occurrence of any Owner act
or  omission  listed  herein, in accordance  with  Section  11.3,
providing for additional time and expense.

     10.8 Punch List.  Within  thirty (30) days after achievement
of  Mechanical  Completion  of  the  Facility,  Contractor  shall
prepare a  provisional   Punch  List  (consulting  with  Owner in
preparing  the  Punch  List) and  provide it to Owner and Owner's
Engineer with  an  estimate   of   the cost  and time to complete
and/or  correct each Punch List  item.  A  final Punch List shall
be  submitted  by  Contractor   upon   achievement  of Commercial
Operation.   Owner's Engineer  shall


<PAGE> 45

notify Contractor within  ten  (10)  days  after receipt  of each
Punch List that it accepts such Punch  List and estimate or shall
otherwise state its reasons  for    disagreement   therewith   in
reasonable        detail;      provided,       however,      that
acceptance  or rejection thereof shall not relieve Contractor  of
its  liability to complete or correct the Punch List  items.   If
Owner's  Engineer fails to notify Contractor that it  accepts  or
rejects Contractor's Punch List within the time period set  forth
above,  or  fails to provide detailed reasons for its  rejection,
then  Owner  shall be deemed to have accepted Contractor's  Punch
List.   If  the  Parties  fail to agree on  the  Punch  List  and
estimate,   Contractor   shall   comply   with   the   reasonable
instructions of Owner with respect to the disagreed items without
prejudice to its right to submit a request for a Change Order  in
accordance  with  ARTICLE  XI for additional  costs  incurred  in
complying  with  Owner's instructions.  Owner may  withhold  from
amounts otherwise payable under Section 6.1.3 an amount equal  to
175%  of  the  estimated  value of each  Punch  List  item  until
Contractor  has  completed that item or  Contractor  may  provide
alternate security reasonably acceptable to Owner in such amount.
If  Contractor  fails  to complete all Punch  List  items  to  be
completed by Contractor within ninety (90) days after the date of
Substantial  Completion,  Owner may, in  addition  to  any  other
rights  that  it  may have under this Agreement,  at  law  or  in
equity,  deduct  the related cost of such item  from  the  amount
withheld  with respect to such item and pay the remaining  amount
withheld,  if  any,  to  Contractor  upon  achievement  of  Final
Completion  in accordance with Section 6.1.4.  If Contractor  has
been  unable  to complete any Punch List item within ninety  (90)
days of Substantial Completion because Owner has refused to grant
access  for such completion, then, at Owner's option (and  unless
the  Parties agree otherwise), Contractor shall either (i) remain
at  the  Job  Site until such access is granted (or,  subject  to
Owner's  consent,  demobilize and remobilize at  the  Job  Site),
entitling  Contractor to a Change Order to the  extent  expressly
permitted by Section 11.3 with all Compensable Costs of remaining
at  the  Job  Site  (or  demobilization  and  remobilization,  if
applicable)  and  increased costs of completing  the  Punch  List
items  caused  by the delay (computed in accordance with  Section
11.7  plus profit thereon at the rate of twelve percent (12%)  to
be  paid  by  Owner,  or  (ii) convey and deliver  to  Owner  the
personal property required to complete the Punch List items.

     10.9 Substantial Completion.

            10.9.1    Conditions   for   Substantial  Completion.
Substantial  Completion  shall  be  achieved only when all of the
following  have been satisfied:

               (i)  the  Facility  shall have achieved Commercial
     Operation as  evidenced  by  Owner's  Engineer's and Owner's
     acceptance of the Commercial Operation Certificate;

              (ii)  the  Parties have agreed upon the final Punch
     List and estimate in accordance with Section 10.7;

             (iii)  Contractor  has  delivered  to  Owner a fully
     executed  intermediate lien and claim waiver from Contractor
     substantially  in  the  form  of  Exhibit 6.1.2(C) and fully
     executed intermediate   lien  and  claim  waivers  from each
     Subcontractor substantially in the form of Exhibit 6.1.2(D);

<PAGE> 46


              (iv)  Contractor   has   delivered   to   Owner   a
     certificate  under   Section   10.9.2   stating   that   the
     requirements under  this Section 10.9.1  have been satisfied
     (the "Substantial Completion  Certificate")  and  Owner  has
     accepted    such    certificate    by   counter-signing such
     certificate; and

               (v)  Contractor    has    performed    all   other
     obligations  required  under  this Agreement for Substantial
     Completion.

            10.9.2    Issuance    of    Substantial    Completion
Certificate.  When   Contractor    believes    that   Substantial
Completion  has  occurred, Contractor shall issue  a  Substantial
Completion  Certificate   substantially  in  the  form of Exhibit
10.8.2. Owner's Engineer and Owner shall act upon the Substantial
Completion   Certificate  in  accordance  with  the provisions of
Section 10.1.

     10.10     Final Completion.

            10.10.1   Conditions   for  Final  Completion.  Final
Completion   shall   occur  when  all  of the following have been
satisfied:

               (i)  Contractor's  obligations regarding all Punch
     List items  shall  have  been  performed  in accordance with
     Section 10.7;

              (ii)  Owner  shall have received the final Facility
     job books,  as-builts  and  other  documents  identified  in
     ARTICLE VIII or   elsewhere  in  this  Agreement  as   being
     furnished by Contractor;

             (iii)  Contractor  shall  have  paid  to  Owner  all
     amounts of Liquidated Damages determined to be due and owing
     to Owner in accordance with the provisions of this Agreement;

              (iv)  Contractor  has  delivered  to  Owner a fully
     executed  final  lien  and  claim  waiver   from  Contractor
     substantially in the form   of   Exhibit  6.1.4(A) and fully
     executed   final   lien   and   claim   waivers  from   each
     Subcontractor substantially in the form of Exhibit 6.1.4(B);

               (v)  all  special  tools  and  commissioning spare
     parts identified  in Annex  A of the Specifications  and all
     other items to be  provided by Contractor to Owner hereunder
     shall have been  delivered  to  Owner  free and clear of all
     liens;

              (vi)  Substantial Completion shall have occurred;

             (vii)  Contractor   has   delivered   to   Owner   a
     certificate  under  Section  10.10.2   stating    that   the
     requirements under  this Section 10.10.1 have been satisfied
     (the "Final Completion Certificate")  and Owner has accepted
     such certificate by counter-signing such certificate; and

<PAGE> 47

            (viii)  Contractor    has    performed    all   other
     obligations   required  under   this  Agreement   for  Final
     Completion.

            10.10.2     Issuance of Final Completion Certificate.
When Contractor believes that Final  Completion   has   occurred,
Contractor   shall   issue   a   Final   Completion   Certificate
substantially  in the form of Exhibit 10.10.2.  Owner's  Engineer
and  Owner  shall  act upon the Final Completion  Certificate  in
accordance with the provisions of Section 10.1.

     10.11     Liquidated Damages.

            10.11.1     Delay  Liquidated Damages.  In  the event
that  the  Facility  fails  to achieve Commercial Operation on or
before  the  Guaranteed  Commercial  Operation  Date (as extended
pursuant to any provision of this Agreement), Contractor shall be
liable for  the payment of  liquidated damages ("Delay Liquidated
Damages")  to Owner; (a) for  delay  in achieving the  Guaranteed
Commercial Operation Date by operating on at least a simple cycle,
in an amount equal to Fifteen  Thousand  Dollars   U.S.   Dollars
(U.S.  $15,000) per day for each day of delay beginning with  the
501st day through the 537th day after the Starting Date, and  (b)
for  delay in achieving the Guaranteed Commercial Operation  Date
on  a  combined cycle, in an amount equal to (i) Twenty  Thousand
U.S.  Dollars  (U.S.  $20,000) per day  for  each  day  of  delay
beginning with the 538th day through the 557th day of failure  to
achieve  Commercial Operation after the Starting  Date  and  (ii)
Forty  Thousand U.S. Dollars (U.S. $40,000) per day for each  day
of  delay,  after  the 557th day of failure to achieve Commercial
Operation until Commercial Operation is achieved, pro rata and in
relation   to   output   of   each   specific   Generator    Set.
Notwithstanding the foregoing, the Parties agree that  the  Delay
Liquidated Damages for simple cycle and combined cycle  operation
shall not be assessed for the same time period.

            10.11.2     Net   Electrical   Capacity    Liquidated
Damages.  If the Net Electrical  Capacity of the Facility, as set
forth  in  the  Performance Test Completion Certificate issued by
Contractor  and   accepted  by   Owner,   is   less  than the Net
Electrical  Capacity  Guarantee,   then  Contractor  shall pay to
Owner, as liquidated damages ("Net Electrical Capacity Liquidated
Damages"), an amount  equal  to  Two  Thousand U.S. Dollars (U.S.
$2,000) for each kW  by which the Net Electrical Capacity is less
than the Net Electrical Capacity Guarantee.

            10.11.3     Net Electrical Output Liquidated Damages.
If the Net Electrical Output of the Facility, as set forth in the
Performance Test Completion Certificate issued by Contractor  and
accepted  by  Owner,  is  less than  the  Net  Electrical  Output
Guarantee,  then  Contractor shall pay to  Owner,  as  liquidated
damages  ("Net Electrical Output Liquidated Damages"), an  amount
equal to Fifty Thousand U.S. Dollars (U.S. $50,000) for each  one
tenth  of  one percent (0.1%) by which the Net Electrical  Output
(expressed  in  kWH)  is  less than  the  Net  Electrical  Output
Guarantee (also expressed in kWH).

            10.11.4     Heat   Rate  Liquidated  Damages.  If the
Heat Rate of the Facility,  as set forth in the Performance  Test
Completion  Certificate  issued  by  Contractor and  accepted  by
Owner,  is greater  than the Heat Rate Guarantee, then Contractor
shall  pay to Owner, as liquidated damages ("Heat Rate Liquidated
Damages"), an  amount equal to Five Thousand U.S.

<PAGE> 48

Dollars (U.S. $5,000)  for  each  BTU/kWH  that the  Heat Rate is
greater than the  Heat  Rate Guarantee.

            10.11.5     Liquidated   Damages   not  Penalty.  The
Parties acknowledge, recognize and agree on the following:

               (i)  that  time  is of the essence with respect to
     achieving  Commercial  Operation on or before the Guaranteed
     Commercial  Operation Date, achieving Substantial Completion
     on or before the Guaranteed  Substantial Completion Date and
     achieving Final Completion on or before the Guaranteed Final
     Completion Date;  that  because  of the unique nature of the
     Facility  and  the  unavailability of a substitute facility,
     it is difficult  or  impossible  to determine with precision
     the amount of Damages that  would  or  might  be incurred by
     Owner as  a  result  of  Contractor's   failure  to  achieve
     Commercial Operation on or  before the Guaranteed Commercial
     Operation Date;

              (ii)  that  a  failure of  the Facility to meet the
     Performance  Guarantees will cause damage to Owner which may
     be difficult or impossible to determine with precision;

             (iii)  that  any  sums  which would be payable under
     this Section  10.11 are in the nature of liquidated damages,
     and not a penalty,  and  are  fair  and  reasonable and such
     payment   represents   a   reasonable   estimate   of   fair
     compensation   for   the   losses  that  may  reasonably  be
     anticipated   from   such   failure,   and   shall,  without
     duplication,  be  the  sole and exclusive measure of Damages
     with  respect  to  any  failure  by  Contractor  to  achieve
     Commercial  Operation on or before the Guaranteed Commercial
     Operation Date  or  any  failure of the Facility to meet the
     Performance Guarantees; and

              (iv)  that  the  provisions  for Liquidated Damages
     under this  Section  10.11   are   without   prejudice    to
     Contractor's obligation to  cause  the  Facility to meet the
     Minimum Performance Standards in  accordance  with  the Test
     Procedures.

            10.11.6     Cumulative  Remedies.  The  remedies  set
forth in this Section 10.11  are cumulative and not exclusive  of
any  other  remedies available under this Agreement or Applicable
Laws.

      10.12        Contractor Bonuses.

          10.12.1   Early Completion Bonus.  The aggregate amount
of all  bonuses payable by Owner to Contractor under this Section
10.12.1 shall not exceed Five  Hundred  Thousand   U.S.   Dollars
(U.S.  $500,000).  Owner shall pay to Contractor a bonus  ("Early
Completion  Bonus") per day for each day prior to the  Guaranteed
Commercial  Operation Date during which Commercial Operation  has
occurred  and  during  which Owner is exporting  power  from  the
Facility for revenue (a) pursuant to simple cycle operations only
(and  not  on a combined cycle) in an amount equal to (i)  $7,500
per day for each day between and inclusive of the 472nd and 491st
day  after the Starting Date, and (ii) $15,000 per day  for  each
day  occurring 471 days or earlier after the Starting  Date;  and
(b) pursuant to combined cycle operations, (i) $7,500 per day for
each  day between and inclusive of the 515th and 524th day  after
the  Starting

<PAGE> 49

Date; (ii) $15,000 per day for each day between and  inclusive of
the 495th and 514th  day  after  the  Starting  Date;  and  (iii)
$30,000 per day for each day occurring 494 days or earlier  after
the Starting Date.

          10.12.2   Additional   Early   Completion  Bonus.   The
aggregate  amount  of  all bonuses payable by Owner to Contractor
under this Section 10.12.2  shall not exceed Three Hundred  Forty
Thousand   Euros  (340,000).  Owner  shall  pay  to Contractor an
additional  bonus  ("Additional Early  Completion Bonus") per day
for each  day prior  to  the Guaranteed Commercial Operation Date
during which Commercial Operation has occurred and  during  which
Owner  is   exporting  power  from  the  Facility for revenue (a)
pursuant  to  simple cycle operations only (and not on a combined
cycle) in  an amount  equal  to  E17,000  per day  for  each  day
between  and  inclusive of the 482nd day after the Starting Date,
and the 491st day  after the  Starting Date  (for up to 10 days);
and (b) pursuant to  combined  cycle  operations, E17,000 per day
for  each  day  between  and   inclusive  of the 515th and  524th
day  after  the Starting Date (for up to 10 days).

     10.13     Guaranteed Completion.  Contractor guarantees that
Commercial  Operation  shall  be  achieved  no  later  than   the
Guaranteed  Commercial Operation Date, as adjusted in  accordance
with  this  Agreement.   Contractor guarantees  that  Substantial
Completion  shall occur no later than the Guaranteed  Substantial
Completion  Date, as adjusted in accordance with this  Agreement.
Contractor guarantees that Final Completion shall occur no  later
than  the  Guaranteed  Final  Completion  Date,  as  adjusted  in
accordance with this Agreement.


                           ARTICLE XI.
                          CHANGE ORDERS

     11.1 Owner Requested Change Orders.  Owner shall be entitled
to a  Change  Order  upon request in accordance with this Section
11.1.

            11.1.1    If Owner  desires to make any change in the
Work  including  upgrading  Equipment  and Materials or deducting
items of Work, Owner shall submit to Contractor in writing a duly
signed   proposed   Change   Order,   and   thereafter, Owner and
Contractor  may informally  consult concerning the estimated cost
and  impact  on   the    Guaranteed  Commercial  Operation  Date,
Guaranteed Substantial   Completion    Date,    Guaranteed  Final
Completion  Date  and   the  Contract  Amount.  Unless  otherwise
notified by Owner, Contractor shall within ten (10) Business Days
of receipt of the  proposed Change  Order   prepare,  a  detailed
estimate   meeting the requirements of Section 11.5 of the impact
of such change on  the  Contract Amount, the Project Schedule and
any other obligation or potential  liability  of Contractor under
the  Agreement,  taking into  account  the  effect of such change
on the Work and other agreed upon and contemplated Change Orders.

            11.1.2    Owner  shall  review  Contractor's estimate
within ten  (10)  Business  Days,  and  if  Owner  accepts or the
Parties otherwise agree as to the Change Order and the effect, if
any,  upon  the   Contract  Amount,   the  Guaranteed  Commercial
Operation   Date,  Guaranteed   Substantial   Completion    Date,
Guaranteed   Final   Completion  Date  or any other obligation or
potential liability of   Contractor   under   the  Agreement, the
Parties shall execute such  Change  Order in  the form of Exhibit
11.1(B) reflecting such agreement.

<PAGE> 50

Alternatively, Owner may determine in its sole  discretion not to
undertake the  proposed  Change  Order,  in  which case no Change
Order shall be executed.  If the Parties cannot  agree  upon  the
Change Order or the effect, if any upon the  Contract Amount, the
Guaranteed Commercial Operation Date or any other  obligation  or
potential liability of Contractor under the Agreement  within ten
(10) Business Days of Contractor's receipt  of  Owner's  proposed
Change Order, or if Owner desires that the proposed  changed Work
as set forth in the proposed Change Order  immediately   commence
without receipt of Contractor's written  estimate,  Owner may, by
issuance   of   a   unilateral   Change   Order   in  the form of
Exhibit 11.1(A), require Contractor to commence  and  perform the
changed Work specified therein  on  a  time  and materials  basis
whereby Contractor is paid its  Compensable  Costs,  plus  profit
thereon at the rate of twelve percent (12%).

     11.2 Contractor Requested Change Orders.

            11.2.1    Contractor Change Order.   Contractor shall
be entitled  to  a  Change  Order  in  the  event that any of the
following occur:

               (i)  Owner  Delay  or  other  acts or omissions of
     Owner to perform its obligations under this Agreement, which
     adversely affect Contractor's actual cost (which costs shall
     be  adequately    documented and supported by Contractor) of
     performance of the  Work   or   ability   to   perform   any
     requirement under this Agreement and,  with respect to Owner
     Delay, compensation and  a  time extension to the Guaranteed
     Commercial Operation Date, Guaranteed Substantial Completion
     Date and Guaranteed Final Completion Date, as applicable, to
     the extent expressly permitted under Section 11.3;

              (ii)  events  of  Force  Majeure   to   the  extent
     expressly permitted under Section 17.3.1;

             (iii)  discovery of pre-existing Hazardous Materials
     at the Job Site for which Owner is responsible in accordance
     with  Section 2.2  that  adversely  affect Contractor's cost
     (which costs shall be adequately documented and supported by
     Contractor) of performance of the Work or ability to perform
     any requirement  under  this Agreement,  and with respect to
     any   delays  caused by  such  discovery   of   pre-existing
     Hazardous Materials, an adjustment  to  the  Contract Amount
     and a time extension to the Project  Schedule  to the extent
     expressly permitted under Section 11.3;

              (iv)  Changes   in   Law   that   adversely  affect
     Contractor's   costs   (which  costs   shall  be  adequately
     documented and supported) of   performance  of  the  Work or
     ability to perform any requirement under this Agreement, and
     with respect to any delays caused by  such Changes in Law, a
     time   extension   to   the   Project Schedule to the extent
     expressly permitted under Section 11.3; or

               (v)  Subsurface  conditions  deviating  from   the
     assumptions set  forth  in the Specifications that adversely
     affect Contractor's  cost  (which costs shall  be adequately
     documented and supported by  Contractor) of  performance  of
     the Work or ability to perform any  requirement  under  this
     Agreement,  and  with  respect  to any delays caused by such
     discovery of subsurface conditions,  an  adjustment  to  the
     Contract Amount and a

<PAGE> 51

     time  extension  to   the  Project   Schedule  to the extent
     expressly permitted under Section 11.3.

              (vi)  to  the  extent   expressly   permitted under
     Sections 2.1.1 or 9.2.1.

            11.2.2    Contractor  Preliminary  Notice.   Promptly
upon becoming aware  that  any  of the  foregoing will impact the
Contract Amount,  the   Project  Schedule any other obligation or
potential liability of   Contractor    under    the    Agreement,
Contractor  shall   give  preliminary notice thereof to Owner and
shall within fifteen (15)  days  after  such  preliminary  notice
prepare and deliver to Owner a  request  for a Change Order which
shall describe  such   condition   or   event  in  detail and the
adjustments to the Work (including  the  impact  of  such  change
on  the Contract  Amount,  the  Project Schedule  and  any  other
obligation   or   potential  liability  of   Contractor under the
Agreement, taking into account the effect of such  change  on the
Work and other agreed upon and  contemplated Change  Orders.   If
it is not reasonably practicable  to  obtain within the aforesaid
period the  information  needed,   then   such  period  shall  be
extended  as  may  be  reasonable  under   the circumstances, and
Contractor shall provide Owner  with  reports, no less frequently
than  bi-weekly, as  to  Contractor's  best  estimate   of    the
adjustment to the Work, Guaranteed  Commercial Operation Date and
Contract Amount.  Thereafter, the procedures set forth in Section
11.1.2 shall apply.  Unless otherwise  set forth herein or agreed
by  the Parties,  adjustments  to  the  Contract Amount  shall be
based on Contractor's Compensable Costs, plus  profit  thereon at
the rate of twelve  percent  (12%).   In  connection   with   any
Change Order issued under this Section,  any other provisions  of
this Agreement (including  the  Annexes  or Exhibits) affected by
the  Change  Order  shall  be   suitably adjusted.

            11.2.3    Contractor Failure  to Provide Notice.  The
Parties  acknowledge  that Owner will be prejudiced if Contractor
fails to  provide  the  notices  and  proposed  Change  Orders as
required    under   this  Section   11.2,   and   agree that such
requirements  are an express condition precedent necessary to any
right for an adjustment   in   Contract  Amount,  the  Guaranteed
Commercial Operation Date,  the Guaranteed Substantial Completion
Date or   Guaranteed   Final  Completion  Date, Milestone Payment
Schedule, any Work, any  of  the Minimum Performance Standards or
Performance  Guarantees   or  any other modification to any other
obligation  of Contractor  under  this Agreement.  Verbal notice,
shortness  of time,  or  Owner's actual knowledge of a particular
circumstance shall not waive,  satisfy,  discharge  or  otherwise
excuse Contractor's strict compliance with this Section 11.2.

     11.3 Delay Caused by Owner, Pre-Existing Hazardous Materials,
Subsurface  Conditions or Changes in Law.  Should  (i)  an  Owner
Delay event or Owner ordering a change in the Work (provided that
a  Change Order has been issued in accordance with Section  11.1)
delay the commencement, prosecution or completion of the Work, or
(ii)  the commencement, prosecution or completion of the Work  be
delayed  as  a  result of Contractor's discovery of  pre-existing
Hazardous  Materials  on  the  Job  Site,  subsurface  conditions
deviating  from  the  assumptions regarding such  conditions  set
forth  in  this Specifications or Changes in Law, then Contractor
shall,  with respect to any of the above, be entitled to a Change
Order  for  an adjustment in the Contract Amount and an extension
to  the  Project  Schedule  if (i) (x)  such  delay  affects  the
performance of any Work Schedule that is on the critical path  of
the  CPM  Schedule, or (y) Contractor is unable to  proceed  with
other  portions  of the Work so as not to cause a  delay

<PAGE> 52

in   the   applicable   Guaranteed   Commercial  Operation  Date,
Guaranteed   Substantial   Completion  Date  or  Guaranteed Final
Completion Date,  and  (ii) Contractor  complies with the notice,
documentation  and  mitigation   requirements   herein.    Unless
otherwise set forth herein or  agreed by the Parties, adjustments
to  the  Contract  Amount  shall be  for Contractor's Compensable
Costs, plus  profit  thereon  at the rate of twelve percent (12%)
resulting from  such  delay  and meeting the requirements of this
Section 11.3, and  any  adjustments to the Contract Amount or the
Project Schedule  shall  be  recorded  in  a  Change  Order.  The
Parties agree that  if  they  execute a Change Order with respect
to any change in the Scope of Work described in this Section 11.3
any delay arising out of such  change  in  the  Scope of Work and
meeting the requirements of  this Section  11.3 shall be included
in the Change Order incorporating  such  change  in  the Scope of
Work.

     11.4  Disputes with Respect to Change Orders.  In the  event
the Parties have not reached agreement with respect to the proper
adjustment to the Contract Amount, the Milestone Payment Schedule
and/or  the Project Schedule with respect to any event  or  other
occurrence  described  in Section 11.2  or  Section  11.3  within
thirty  (30)  days of the occurrence of the event or circumstance
described therein, the cost or amount of such adjustment, if any,
shall  be  determined pursuant to the provisions of ARTICLE  XXV.
In  the  case of any Dispute as to whether any Work requested  or
directed  by Owner is in fact a change from Contractor's existing
contractual  obligations  under this  Agreement  and  the  proper
subject  of  a  Change  Order, the matter shall  be  referred  to
dispute  resolution in accordance with the provisions of  ARTICLE
XXV.   Pending  the resolution of such Dispute,  Contractor  will
comply  with the written direction of Owner and Owner  shall  pay
Contractor  its  Compensable  Costs  incurred  as  a  result   of
complying with Owner's direction plus profit thereon at the  rate
of   ten  percent  (10%)  and  an  equitable  adjustment  in  the
Guaranteed   Commercial  Operation  Date.   If  the  Dispute   is
ultimately resolved in Owner's favor, Contractor shall  repay  to
Owner the Compensable Costs or such portion thereof based on  the
resolution of the Dispute.

     11.5  Documentation.    All   claims   by   Contractor   for
adjustments to one or more of the Contract Amount, the Guaranteed
Completion  Date,   the   Milestone  Payment  Schedule,   or  the
Performance Guarantees as a result of Change Orders under ARTICLE
XI and  XII shall  be  supported  by  such  documentation  as  is
reasonably sufficient for Owner to determine the accuracy thereof,
including  invoices    from   Subcontractors   and   Contractor's
man-hour breakdowns.

     11.6 Effect of Force Majeure Event.  In the event and to the
extent that a Force Majeure event affects Contractor's ability to
meet the Guaranteed Commercial Operation Date, Contractor may  be
entitled  to  a Change Order to the extent permitted  by  Section
17.3.1.

     11.7 Basis for Compensation for Costs.  Where the provisions
of this  Agreement  provide  for  the payment or reimbursement by
Owner of Contractor's  "Compensable  Costs",  such   payment   or
reimbursement shall be for the following:

               (i)  "Direct Personnel  Expense"  for Contractor's
     employees, which  shall  consist  of  their  gross salary or
     wages (computed on the   then-current   market  rates in the
     applicable jurisdiction);

<PAGE> 53


              (ii)  Benefits  at the rate of thirty percent (30%)
     of Direct  Personnel  Expense  under  item  (i)   above  for
     permanent, full-time  employees  and at the  rate of fifteen
     percent (15%) of Direct  Personnel  Expense  under  item (i)
     above for part-time and/or temporary employees;

             (iii)  Out-of-Pocket  Expenditures   for  materials,
     supplies and services of Subcontractors; and

              (iv)  General  and  administrative  costs  of   ten
     percent (10 %) of the sum of items (i), (ii) and (iii) above,

provided  that,  all  Compensable Costs: (a) must  be  reasonably
incurred  in  the  proper performance of the Work,  (b)  must  be
reasonably and sufficiently documented and (c) shall include only
those  costs that would not have been incurred but for the change
in  the Work or, in the case of Change Orders under Section  11.2
or  11.3,  the  events  or  conditions for  which  Contractor  is
entitled  to  relief  in accordance with the provisions  of  said
Sections.   Notwithstanding the foregoing, all Compensable  Costs
shall  be  exclusive of (1) fees and expenses of the Contractors'
legal counsel, and any travel expenses (including transportation,
lodging  and  food)  incurred by any of  the  Contractors'  legal
counsel  in  conjunction with the Work, (2)  any  taxes,  duties,
levies  or other impositions applicable to Contractor (except  to
the  extent  Owner bears responsibility for such  taxes,  duties,
levies  or  other impositions under the terms of this Agreement),
(3) all costs incurred or paid by the Contractors to cure Defects
or   Deficiencies  in  the  Work,  (4)  all  costs  incurred   to
participate in a Dispute resolution process pursuant  to  ARTICLE
XXV,  except to the extent provided therein, (5) any amounts paid
pursuant to Contractors' indemnity obligations hereunder, and (6)
all costs incurred to cure any default, by either Contractor,  or
any  Subcontractor, of a duty or obligation under this Agreement.
Contractor  shall use reasonable efforts to minimize  Compensable
Costs  and  shall  provide Owner with options for  reducing  such
costs whenever possible.

     11.8 Records and Audit Rights.

            11.8.1    Contractor   Records.   Contractor    shall
maintain accurate records,  books,  logs, reports, receipts,  and
other  pertinent  documentation  as  may  be necessary for proper
management  under this Agreement, to adequately substantiate Work
Performed  under  any  Change Order, as required under Applicable
Laws or relating to this Agreement ("Books and Records") at Site.
Upon reasonable  notice  and during regular business hours, Owner
may inspect Books and  Records, excluding those Books and Records
that may be retained by Contractor due to proprietary information.
In  the  event  any Work is performed by Contractor on a time and
material  or  similar basis, Contractor shall  deliver to Owner a
true  copy of all records,  books,  logs and  documentation  that
may be necessary to adequately substantiate such work for  review
by Owner or its authorized agents or representatives upon Owner's
request during the term of this Agreement and for a period of one
(1)  year  after  final payment under this Agreement.  Contractor
shall  retain all such Books and Records for a minimum period  of
three  (3) years after Final Completion of the Project,  or  such
greater period of time as may be required under Applicable  Laws.
For  the  avoidance  of  doubt  and  notwithstanding  the  rights
conveyed above, this Section is

<PAGE> 54

not intended to provide the Owner  with  audit rights beyond  the
Books and Records maintained on Site by the Contractor for proper
management under this Agreement.

            11.8.2    General and Administrative Rates.  Overhead
and general  and  administrative   burden   rates   included   in
Compensable Costs are negotiated rates and  shall not be  subject
to review or audit.

     11.9      Mitigation.    Contractor   shall   use reasonable
commercial  efforts to mitigate any delay or costs resulting from
the  events described in Sections 11.2 and 11.3, as  a  condition
to any adjustment to the Project Schedule or the Contract Amount.

     11.10     Accord  and  Satisfaction.  Mutual  Change  Orders
agreed  upon by the Parties, and unilateral Change Orders entered
into on a time  and  materials basis shall constitute a full  and
final settlement  and  accord and satisfaction of all  effects of
the change as  described  in  the Change Order upon the Agreement
and  shall  be  deemed  to  compensate  Contractor fully for such
change.

     11.11     Adjustment  Only  Through Change Order.  No change
in the  requirements  of  this Agreement, whether an addition to,
deletion  from,  suspension of or modification to this Agreement,
including  any Work, shall be the basis for an adjustment for any
change  in the Contract Amount, the Project  Schedule  (including
the Guaranteed Commercial Operation Date, Guaranteed  Substantial
Completion Date or Guaranteed Final Completion Date),  any  Work,
the  Milestone  Payment Schedule, any of the Minimum  Performance
Standards  or Performance Guarantees or any other obligations  of
Contractor  or  right  of Owner under this Agreement  unless  and
until  such  addition, deletion, suspension or  modification  has
been  authorized  by  a  Change  Order  executed  and  issued  in
accordance with and in strict compliance with the requirements of
this ARTICLE XI.  Contractor shall not perform any change in  the
Work  unless and until such change is authorized pursuant to this
ARTICLE XI, and should Contractor perform or claim to perform any
changes  in the Work prior to authorization by Change Order,  all
such  costs  and  expenses incurred by Contractor  shall  be  for
Contractor's account

                          ARTICLE XII.

                          SUBCONTRACTS.

     12.1  Subcontractors.  Owner acknowledges  and  agrees  that
Contractor  intends to have portions of the Work accomplished  by
Subcontractors   pursuant   to   written   subcontracts   between
Contractor  and such Subcontractors, and that such Subcontractors
may  have certain portions of the Work performed by lower  tiered
Subcontractors.  All Subcontractors shall be reputable, qualified
firms  with  an  established record of successful performance  in
their  respective  trades performing identical  or  substantially
similar  work.   All  contracts  with  Subcontractors  shall   be
consistent  with  the  terms  or provisions  of  this  Agreement.
Contractor shall be fully responsible to Owner for the  acts  and
omissions of Contractor's Subcontractors.

     12.2  Major   Specialty   Consultants,   Subcontractors  and
Equipment  Suppliers.   In  connection with the purchase  of  any
items  of   Equipment   and  Materials  from  any  Subcontractor,
Contractor shall purchase  only  such  models  of  Equipment  and
Materials   for incorporation into

<PAGE> 55

the Facility as have attained the  standard  of  reliability  and
performance required under the Agreement.

     12.3  No  Privity  With  Subcontractors.  Owner shall not be
deemed  by  virtue  of  the  Agreement  to  have  any contractual
obligation   to  or  relationship  with  any  Subcontractor.   No
Subcontractor is intended to  be or shall be deemed a third-party
beneficiary  of this Agreement.

     12.4  Review  and  Approval  Not  Relief   of   Contractor's
Liability.  The   review,   approval  or consent by Owner  as  to
Contractor's entering into any subcontract with any Subcontractor
shall not relieve Contractor of any of its duties, liabilities or
obligations under the Agreement, and Contractor shall  be  liable
to  the  same  extent  as if any such subcontract  had  not  been
entered  into.   Any  inspection, review  or  approval  by  Owner
permitted  under  the  Agreement  of  any  Work  in  progress  by
Contractor or Subcontractors shall not relieve Contractor of  any
duties, liabilities or obligations under the Agreement.

     12.5  Owner's Rights.  Contractor shall supervise and direct
the work of all Subcontractors and shall be responsible  for  all
engineering,  procurement  and  transportation  and  construction
means,   methods,  techniques,  sequences  and   procedures   for
coordinating the work of Subcontractors.

     12.6  Subcontracts.  Contractor  shall furnish  Owner with a
copy of all  subcontracts   within  ten (10) days  after  Owner's
request.  Contractor reserves the right to redact or remove   any
confidential   or  proprietary  information  from   subcontracts,
including but not limited to trade secrets and pricing, which  it
may   not   freely   divulge.   Owner  shall  comply   with   any
confidentially  provisions which Contractor is  subject  to  with
respect  to the subcontract.  Notwithstanding the above,  Owner's
receipt  and review of any subcontracts under this Section  shall
not   relieve  the  Contractor  of  any  obligations  under  this
Agreement nor shall such action constitute a waiver of any  right
or  duty afforded Owner under this Agreement, or approval  of  or
acquiescence in a breach hereunder.

                          ARTICLE XIII.

                           WARRANTIES

     13.1  Contractor's  Warranty.  Contractor  warrants that the
Work, including the Equipment and Materials   and   other   items
constituting  the Facility, will (a) be new (except as  otherwise
agreed  or permitted by Owner in writing), complete, fit for  the
purposes  specified in this Agreement (b) be free of  defects  in
design,   materials  and  workmanship;  (c)    conform   to   the
Specifications and other requirements of this Agreement, and  (d)
be performed in a good and workmanlike manner.

     13.2  Warranty Period.  Contractor shall have the obligation
to perform Corrective Work in accordance with Section 13.4 for  a
period  of fifteen (15) months commencing on Commercial Operation
("Primary Warranty Period").  If any Work is corrected, repaired,
replaced and/or re-performed pursuant to Section 13.4 during  the
Primary Warranty Period, Contractor's Corrective Work obligations
under Section 13.4 with respect to such Work shall be extended to
the  later  of  the  expiration of the relevant Primary  Warranty
Period  or  six  (6) months

<PAGE> 56

from the date of completion  of  such  modification,  correction,
repair,   replacement   or   re-performance   ("Extended Warranty
Period"); provided, however, that in no event  shall the Extended
Warranty  Period   extend   beyond  twenty-one  (21) months after
commencement of the Primary Warranty Period.

          Nothing  contained  in  this  Section  13.2  shall   be
construed:  (a) to establish a period of limitation with  respect
to any other obligations in this Agreement, which shall terminate
as  stated in Section 7.5, or (b) as a waiver of any other rights
which  Owner  may  have under this Agreement, or  at  law  or  in
equity.

     13.3  Conditions   of    Warranty.  Contractor shall have no
obligation   for  breach   of  warranty under Section 13.1 to the
extent that (i)  such  failure  to meet the warranty is caused by
normal wear and tear occurring at the Facility; (ii) such failure
to   meet   the   warranty   is   the result of Owner's misuse or
negligence or acts of  God  occurring  after commencement  of the
Primary Warranty  Period  and  not   normally associated with the
operation of   an  electric  generation   station   such  as  the
Facility; (iii)  without Contractor's approval, spare parts other
than those  supplied  or  recommended  by  Contractor  have  been
used,  so  as,  in the reasonable  judgment  of  the  Contractor,
and  have   adversely  affected  the  Facility's  performance  or
reliability; or (iv) the Facility  or  any  relevant part thereof
is  installed,  used  or  serviced  by  Owner  or its contractors
other   than   in    conformance   with     Contractors'  or  any
Subcontractor's  manuals,   written   instructions  or    written
technical specifications.   Contractor   also  shall   have    no
obligation for breach  of  warranty  under Section  13.1  to  the
extent that, after  commencement  of the Primary Warranty Period,
Owner  fails  to  operate  or  maintain   the  Facility   or  the
applicable Generator Sets in  accordance  with  Prudent  Electric
Practices, to the extent that such  failure by Owner is the cause
of any Defect or damage   to   the   Facility  or  the applicable
Generator  Sets  or   notify  Contractor   within   a  reasonable
time   after   the   defect   becomes   apparent,  not to  exceed
thirty  (30)  days from the date supervisory level  personnel  of
Owner  responsible for the Facility become aware of such  defect.
Following  Owner's  request  for correction  of  any  Defects  or
Deficiencies,  Owner  shall  make  available  to  Contractor  its
operating  and  maintenance records  for  the  Facility  for  the
purpose of verifying compliance with the foregoing conditions  of
warranty and assistance in determining the causes of any  failure
in  performance.  The warranty under Section 13.1 shall also  not
apply  to  any  Owner-directed changes (not mutually  agreed  via
Change Order) in the design or construction of the Facility which
Contractor  reasonably disputes as not being in  accordance  with
good  workmanship  or Prudent Electric Practices,  provided  that
Contractor  has notified Owner of Contractor's Dispute  with  the
Owner-directed change at least seven (7) Business Days  prior  to
performing any such change.  Owner's warranty rights shall not be
reduced  by the presence of spare parts at the Facility,  or  the
lack thereof.

     13.4  Remedy.    If the warranty set forth in Section   13.1
hereof is breached, such breach constitutes a  defect  under  the
Agreement.    If   during   the  Primary  Warranty Period (or, if
applicable, the Extended Warranty Period), any Work is  Defective
or Deficient, Contractor shall, upon receipt  of  written  notice
thereof from Owner, (i) correct the Defects  or  Deficiencies  by
repair,   replacement,  other   corrective  actions  and/or   re-
performance of the applicable Work  ("Corrective Work")  promptly
but at no cost to Owner (and at Contractor's sole cost, including
the   cost   of   such   repair,  replacement,  correction or re-
performances, any transportation, handling, shipping, replacement
parts, labor and other expenses); (ii) be liable for and  pay  to
Owner any


<PAGE> 57

and all damages to the Facility incurred by Owner  or  any  Owner
Affiliate directly arising out of or relating to such Defects  or
Deficiencies; and (iii) in any event, Contractor shall provide  a
service engineer to begin Corrective Work at the Facility as soon
as reasonably possible after receipt  by  Contractor  of  Owner's
notice.  Owner shall provide Contractor with full and free access
to the Project, so  long  as  such  access  does  not  materially
interfere with construction or operation of any  portion  of  the
Project   and  subject  to  any  reasonable  security  or  safety
requirements of Owner.  Any change  to  Equipment  and  Materials
that would alter the Specifications may be made only  with  prior
written approval of Owner.  All costs incidental to  Contractor's
performance of its  warranty  obligations  and  Corrective  Work,
including   the  removal,  replacement   and   reinstallation  of
Equipment and Materials necessary to gain access to any Defect or
Deficiency in the Work and retesting of repaired or replaced Work
(if appropriate in accordance with industry standards)  shall  be
borne by Contractor.  Any  duties,   taxes   or   other   charges
assessable for importation into the Dominican Republic  of  items
required to meet Contractor's warranty obligations shall be borne
by Contractor; provided however that Owner shall  use  reasonable
efforts to minimize the cost of such charges.  If, after fourteen
(14) days' notification of the breach of  warranty  (or,  in  the
case  of  a  breach  which  jeopardizes  the  performance  of the
Facility, three  (3)  business  days  after  such  notification),
Contractor has not commenced a response to the correction of  the
breach and thereafter diligently pursued a correction, then Owner,
by written notice to Contractor,  may  correct  or  cause  to  be
corrected such breach in  accordance  with  this  Agreement,  and
Contractor shall be liable for all reasonable costs, charges  and
expenses incurred by Owner in  connection  with  such  repair  or
replacement and arising from or relating to such Defect and shall
forthwith pay to Owner an amount equal to such costs, charges and
expenses upon receipt of invoices certified  by  Owner.   Owner's
action in correcting Defects  in  accordance  with  this  Section
shall not void Contractor's warranty obligations, except  as  set
forth in Section 13.3.  Subject 13.3, if during  any  consecutive
six months during the Warranty  Period  any  Work  is  repeatedly
Defective or Deficient in the same manner on three  (3)  or  more
occasions and materially adversely affects  commercial  operation
of the Facility, the Contractor shall  negotiate  with  Owner  in
good faith an extension of the Extended Warranty Period for  such
Defective of Deficient Work.  The foregoing shall  not  apply  to
the extent such reoccurring defect is a result of  Owner's  gross
negligence, willful misconduct or failure to use authorized parts
and/or to adhere in all material respects to the  procedures  set
forth in Contractor Guidelines  heretofore  furnished  to  Owner.
The remedies set forth  in  this  Section  13.4  and  the   other
remedies of Owner set forth in this Agreement are  the  sole  and
exclusive remedies of Owner for any breach of  the  warranty  set
forth in Section 13.1.

     13.5  Subcontractor Warranties.  Contractor  shall,  without
additional  cost to Owner, obtain warranties from  Subcontractors
that meet or exceed the requirements of this Agreement; provided,
however,  Contractor  shall not in any way  be  relieved  of  its
responsibilities  and  liability to Owner under  this  Agreement,
regardless  of  whether such Subcontractor  warranties  meet  the
requirements  of  this Agreement, as Contractor  shall  be  fully
responsible  and liable to Owner for its warranty and  Corrective
Work obligations and liability under this Agreement for all Work.
All  such  warranties shall be deemed to run to  the  benefit  of
Owner  and  Contractor.   Contractor  shall  be  responsible  for
enforcing  the  warranties  of  all  Subcontractors  through  the
relevant  Primary Warranty Period or, if applicable, the relevant
Extended  Warranty Period, unless Owner requests  that  any  such
warranties   be  assigned  to  it  at  an  earlier   date.    Any
Subcontractor warranties that are still in existence at  the  end
of  the  relevant  Primary Warranty Period or

<PAGE> 58

Extended Warranty Period, as the case may be, shall automatically
be assigned  on such  date  to  Owner.  All such warranties, with
duly  executed  instruments  assigning  the warranties  to Owner,
shall  be  delivered  to  Owner  upon  expiration  of the Primary
Warranty Period or Extended  Warranty Period, as the case may be.
Contractor  shall  provide  reasonable  assistance  to  Owner  in
connection  with  the  enforcement  of Owner of any Subcontractor
warranty.   Contractor agrees that: (i) Contractor's warranty, as
provided  under  this  ARTICLE  XIII  shall  apply  to  all  Work
regardless of the provisions  of  any Subcontractor warranty, and
such Subcontractor shall be in addition  to, and not a limitation
of, such Contractor  warranty; (ii)  Contractor  is  jointly  and
severally  liable  with  such Subcontractor  with respect to such
Subcontractor warranty; and (iii) service of notice on Contractor
that there  has  been  a breach of a Subcontractor warranty shall
be sufficient to  invoke  the  terms  of  the  instrument.   This
Section  13.5  shall  not  in  any  way   be  construed to  limit
Contractor's liability  under  this Agreement for the entire Work
or its  obligation  to  enforce Subcontractor warranties.

     13.6  Limited  Warranty.  THE WARRANTIES SET FORTH  IN  THIS
AGREEMENT ARE THE ONLY WARRANTIES BY CONTRACTOR APPLICABLE TO THE
FACILITY  AND  ARE  EXPRESSLY IN LIEU OF  ANY  OTHER  WARRANTIES,
EXPRESSED   OR   IMPLIED  INCLUDING  ANY  IMPLIED   WARRANTY   OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER
WARRANTY   EXPRESSED  OR  IMPLIED  AGAINST  DEFECTS,  LATENT   OR
OTHERWISE.   THE  CONTRACTOR NEITHER ASSUMES NOR  AUTHORIZES  ANY
OTHER  PERSON  TO ASSUME FOR IT ANY OTHER WARRANTY OBLIGATION  IN
CONNECTION    WITH   THE   FACILITY   OR   ANY   PART    THEREOF.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THIS SECTION 13.6 SHALL
IN  NO  WAY LIMIT CONTRACTOR'S OBLIGATIONS TO COMPLY WITH ARTICLE
VI  AND  ARTICLE X, TO COMPLY WITH, AND TO CAUSE THE FACILITY  TO
COMPLY  WITH, ALL THE EMISSIONS GUARANTEES, TO CAUSE THE FACILITY
TO  ACHIEVE  COMMERCIAL  OPERATION AND FINAL  COMPLETION  AND  TO
PERFORM ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT.

     13.7  Warranty  Bond.  Contractor  shall  deliver to Owner a
Warranty Bond ("Warranty Bond") in the form of Exhibit 13, issued
by  an  insurance  company  having  a  rating  of at least "A" by
Standard & Poor's in  an amount equal to four million one hundred
sixty-one thousand six hundred sixty-eight Euro (E4,161,668). The
Warranty  Bond shall be delivered to Owner at least  thirty  (30)
days  prior to the expected date of Commercial Operation  of  the
Facility  and shall be a condition to Owner's Obligation  to  pay
all  Milestone  Payments due on account of and  after  Commercial
Operation.  The Warranty Bond shall have a term which extends for
the entire Warranty Period.

                          ARTICLE XIV.

                       TITLE; RISK OF LOSS

     14.1  Clear Title.  Contractor  warrants and guarantees that
legal  title   to  and  ownership  of  the  Work  (other than all
calculations,  as  built   and   arrangements  drawings and other
drawings  to  be licensed   to   Owner  in  connection  with  the
operation  and  maintenance  of   the   Facility   and   detailed
engineering drawings  as set forth in Section 14.3) shall be free
and clear of any and all


<PAGE> 59

liens,  claims,  security  interests or other  encumbrances  when
title  thereto passes to Owner as specified herein.   Subject  to
Section  14.3,  title  to all Work, including  Work  Product  and
Equipment  and Materials, provided by Contractor as part  of  the
Facility  will  pass  to the Owner as and to the  extent  payment
therefore is made by the Owner in accordance with this Agreement.
Contractor shall deliver to Owner an assignment and bill of  sale
in the form of Exhibit 14.1 within ten (10) days after receipt of
such  payment evidencing the conveyance of the percentage of  the
Work  which  has been paid for pursuant to the Milestone  Payment
Schedule, and such additional assignments, bills of sale or other
documents as reasonably requested by Owner to evidence  and  give
effect to such transfer of title.

     14.2  Risk  of  Loss.  Notwithstanding  the passage of title
pursuant to Section 14.1, Contractor shall have care, custody and
control  of, and shall bear the risk of loss with respect to, the
Facility  and  all  Work, whether  or not incorporated therein or
located  on or  off  the Job Site  until Commercial Operation and
without  regard  to  any  Milestone  Payments   made  by Owner to
Contractor; provided, however, that  Owner shall bear the risk of
loss resulting  from any  of   the   following  events  or causes
occurring in the Dominican Republic  or,  with respect to matters
affecting  the  registration  of  the  Barge,  the   jurisdiction
selected  by  Owner  for  the  registration  of the Barge, unless
Contractor has  been  able  to obtain insurance coverage for such
risks and  has  so  notified Owner:

               (i)  war, hostilities  (whether war is declared or
     not), invasion, act of foreign enemies;

              (ii)  rebellion,   revolution,    insurrection,  or
     military or usurped power, or civil war;

             (iii)  ionizing   radiations,   or  contamination by
     radioactivity  from  any  nuclear  fuel, or form any nuclear
     waste from the combustion of nuclear fuel, radioactive toxic
     explosive, or other  hazardous  properties  of any explosive
     nuclear assembly  or  nuclear  component  of  such  assembly
     except to the extent  caused  by  the  negligence or willful
     misconduct of Contractor or any Subcontractor; or

              (iv)  riot,  commotion  or  disorder, unless solely
     restricted to  employees of Contractor or its Subcontractors
     and arising from the conduct of the Work.

<PAGE> 60


      14.3  Contractor's Drawings, Etc. for Use by Owner.

            14.3.1    Rights  in  Work  Product.   All  drawings,
documents, and engineering  and  other  data furnished or  to  be
furnished by Contractor or  its Subcontractors in connection with
the Work, including  any work done by Contractor under the Letter
Agreement  and   Side   Letter,   ("hereinafter  individually  or
collectively  referred  to  as "Work Product") are instruments of
service   and  shall  remain  Contractor's  property.    However,
Contractor  hereby  grants  to  Owner  an irrevocable, perpetual,
non-exclusive  and  royalty-free  license   (assignable   without
Contractor's Consent  to  Owner's   assigns   and   successors in
interest)  to  retain,  use, modify,  damage and destroy the Work
Product  for  any   purpose   in  connection  with the operation,
maintenance, construction, repair, or completion  of the Facility
or the Work.

            14.3.2    Reuse of Work Product for Other Facilities.
Work Product is not intended or represented  to  be  suitable for
reuse by  Owner  or others on any other project or facility.  Any
such reuse without prior written verification or  adaptation   by
Contractor  or  its  Subcontractors  for  the  specific   purpose
intended  will be at Owner's sole risk and without  liability  or
legal  exposure to Contractor or its Subcontractors.  Owner shall
defend,   indemnify   and  hold  harmless  Contractor   and   its
Subcontractors  against all Damages arising out of  or  resulting
from   such  reuse  without  verification  or  adaptation.    Any
verification  or adaptation of Work Product on any other  project
or  facility  or  an  Extension  of  the  Facility  will  entitle
Contractor to additional compensation at rates to be agreed upon.

            14.3.3    Owner Provided Documents. Contractor agrees
that  all  documents   (as   well   as  any  drawings,  tracings,
specifications,  calculations,   memoranda, data, notes, computer
files  and  other  materials)  which are supplied by Owner or any
of Owner's other consultants  or  contractors to Contractor under
the  Agreement shall remain the  sole  and exclusive property  of
Owner,  and Contractor shall  not make use of any such  documents
or  other media  for  any  other project or for any other purpose
than  to perform  this  Agreement.  All such documents and  other
medial,  including all copies thereof, shall be returned to Owner
at  the  earlier  of  Final  Completion  or  termination  of  the
Agreement.

                           ARTICLE XV.

                        OPERATOR TRAINING

     15.1  Training  Program.   As  part  of the Work, Contractor
shall  provide,  at   no additional  cost to Owner, training  for
Owner's operators of the Facility in accordance with the Training
Program set forth in Annex A of the Specifications.  The training
program shall, at a minimum, consist of the following:

               (i)  instruction at the manufacturing plant of the
     Generator Set  engines  in  or  at   Contractor's   training
     facility in the United  States  for  a  group  of  eight (8)
     persons for a period of ten (10) business days; and

              (ii)  instruction   at   the   Facility   conducted
     concurrently   by   one  (1) mechanical engineer and one (1)
     electrical engineer and one  (1) engineer specialized in the
     steam system for a period of fifteen (15) business days.

<PAGE> 61

Contractor  shall give Owner at least fourteen (14) days  advance
notice  of  the  date when Owner's personnel must arrive  at  the
training  facility  to commence training,  which  date  shall  be
approximately forty-five (45) days prior to the anticipated  date
of  Mechanical  Completion.  Such notice shall also  confirm  the
location of the training facility.  The costs of travel, food and
lodging  for  Owner's personnel participating in the training  at
the factory or training facility shall be Owner's responsibility.

     15.2 Capable Operating Personnel.  If, during the conduct of
training, Contractor, in the exercise of its reasonable judgment,
determines that any of Owner's operation and maintenance trainees
provided  pursuant to Section 2.1.7 are not capable of  mastering
the  skills  necessary  to  safely and  effectively  operate  the
Facility and so notifies Owner, Owner shall consider Contractor's
request  to  remove  such person from the training  program,  but
Owner shall have absolute discretion in all such decisions.   If,
upon  completion of the training program set forth  in  Annex  A,
Contractor,   in   the  exercise  of  its  reasonable   judgment,
determines   that  any  of  Owner's  operation  and   maintenance
personnel  are not ready to effectively participate  in  Start-up
and  Performance  Test operations, Contractor  may  request  that
Owner  replace such person(s) with adequately trained  person(s).
In   the  event  Owner  is  unable  to  supply  such  replacement
person(s),  Contractor shall, at Owner's request  pursuant  to  a
Change Order, furnish such replacement operations and maintenance
personnel, at Owner's expense.  Such Contractor personnel will be
replaced  as  soon  as  possible with  adequately  trained  Owner
personnel,   and  Contractor  shall  assist  in  such  additional
training as needed at Owner's request pursuant to a Change Order,
at  Owner's  expense.  Nothing in this Agreement, including  this
Section  15.2 or Section 2.1.7, shall be interpreted to create  a
master-servant or principal-agent relationship between Contractor
and any of Owner's operation or maintenance personnel.

     15.3 Responsibility for Operating Personnel.  Owner shall be
solely   responsible  for  the  hiring  of  the   operating   and
maintenance personnel of the Facility and for supervision of  the
operating  and  maintenance  personnel  of  the  Facility   after
Commercial Operation.  Subject to the provisions of Section 15.2,
Contractor  will  supervise operating and  maintenance  personnel
until Commercial Operation.

                          ARTICLE XVI.

                           TERMINATION

     16.1 Events of Default by Contractor.  Contractor  shall  be
in   default   hereunder   upon  the occurrence of any one of the
following  events,  which  shall be  events of default  (each  an
"Event  of Contractor Default") if not cured within ten (10) days
following  delivery  to Contractor of a notice of such event from
Owner, or, if capable of being cured but not within such ten (10)
day period, if Contractor has not commenced the cure within  such
period  and  does not thereafter diligently pursue such  cure  or
such cure shall not have been accomplished within 21 days of  the
occurrence  of such event, provided that (i) each of  the  events
described  in  Sections 16.1.1, 16.1.2, 16.1.3,  16.1.4,  16.1.5,
16.1.7,  or 16.1.9 below shall be an Event of Contractor  Default
upon  its  occurrence  and (ii) the event  described  in  Section
16.1.2  below  shall be an Event of Contractor Default  upon  its
occurrence  unless  any  proposed cure is capable  of  completely
eliminating  all material adverse economic consequences  of  such
event:

<PAGE> 62

            16.1.1    Unauthorized  Assignment.  Contractor shall
have  assigned   or  transferred  this  Agreement or any right or
interest  herein  except as expressly permitted by this Agreement
or agreed to by Owner;

            16.1.2    Breach     of       Representation.     Any
representation made by Contractor in  Section 4.2 shall have been
materially  false  or misleading when made;

            16.1.3    Violation  of  Applicable Laws.  Contractor
shall have violated  any  Applicable Laws or Applicable Codes and
Standards  and  such  violation is not capable of being cured and
materially   jeopardizes   the   ability  to  achieve  Commercial
Operation;

            16.1.4    Late  Completion.   The  Facility cannot in
the reasonable  judgment   of   Owner  be   expected  to  achieve
Commercial Operation  on the  Guaranteed   Commercial   Operation
Date   (taking   into  consideration  all   adjustments   to  the
Guaranteed   Commercial Operation Date  to  which  Contractor  is
entitled  under  the provisions of this Agreement) plus 150 days;

            16.1.5    Failure of Contractor Performance Guaranty.
The   Contractor   Performance   Guaranty  securing  Contractor's
performance obligations shall have ceased to be in full force and
effect   or   such   guaranty  shall  have been repudiated by the
Guarantor or  the  Guarantor  shall have wrongfully failed to pay
thereunder;

            16.1.6    Material  Default.  Contractor  shall  have
defaulted in  its   performance  in  any  material respect  under
any  material provision  of  this Agreement (except to the extent
specifically  addressed  in the other subsections of this Section
16.1);

            16.1.7    Bankruptcy.   Contractor  or   Guarantor is
insolvent or  any  proceeding  shall have been instituted against
Contractor  or  Guarantor  seeking  to  adjudicate Contractor  or
Guarantor  as a bankrupt or insolvent, or Contractor or Guarantor
shall have made  a  general   assignment  for the benefit of  its
creditors,  or  a  receiver  shall have been appointed on account
of the  insolvency  of Contractor  or Guarantor, or Contractor or
Guarantor shall have filed a  petition  seeking to take advantage
of   any   other   law   relating   to  bankruptcy,   insolvency,
reorganization, winding up or  composition  or  readjustment   of
debts and, in the case of any such  proceeding instituted against
Contractor or Guarantor (but not by  Contractor   or  Guarantor),
such proceeding shall not  have  been dismissed within sixty (60)
days of such filing; or

            16.1.8    Payment Security  Default.  Owner  fails to
obtain,  deliver  or  maintain  the  Letter of Credit  to  secure
Owner's payment obligations under this Agreement.

            16.1.9    Abandonment.   Contractor   abandons    the
Facility or ceases  or  suspends performance of all or a material
portion of the Work;

            16.1.10   Failure  to Prosecute  the Work. Contractor
fails to commence the Work in accordance with this Agreement; or

            16.1.11    Failure  to Maintain Insurance. Contractor
fails to  maintain   insurance   required under  this  Agreement,
including,  without   limitation,  the   Warranty  Bond  required
pursuant  to Section 13.7.

<PAGE> 63

     16.2 Owner's Remedies Against Contractor.  The provisions of
ARTICLE  XXV  hereof notwithstanding, and without  limitation  to
Owner's rights under ARTICLE X, if an Event of Contractor Default
shall  have  occurred, Owner shall have the right  to  take  such
steps to overcome the Event of Contractor Default, in which  case
Contractor  shall  be  liable to Owner for any  and  all  Damages
(including all attorneys' fees and arbitration expenses) incurred
in  connection therewith or terminate this Agreement in whole  or
in  part by delivery of a notice of termination to Contractor, in
addition to any rights and remedies that may be available at  law
or in equity or as provided herein.

     16.3 Additional Owner's Rights Upon Contractor Default.   In
the event  that Owner elects to terminate this Agreement pursuant
to Section 16.2  hereof and Owner  notifies  Contractor  of   its
intention  to  take over and complete the Work, Contractor  shall
provide  Owner  with the right to continue to  use  any  and  all
patented   and/or   proprietary  information  (subject   to   the
provisions  of  Section 20.1) and assign to Owner all  title  and
interests  of Contractor to all Work not already owned by  Owner,
together  with all subcontracts and other contractual  agreements
(including warranties) and rights thereunder as may be designated
by  Owner.  Owner and Replacement Contractor shall be required to
compensate such Subcontractors only for compensation becoming due
and payable to such parties under the terms of their subcontracts
with  Contractor from and after the date Owner elects to  succeed
to  the  interests of Contractor in such subcontracts.  All  sums
claimed  by  such  Subcontractors to be due and  owing  for  Work
performed  prior  to  such  date shall constitute  debts  between
Contractor  and  the  affected  Subcontractors,  and   Owner   or
Replacement Contractor shall in no way be liable for  such  sums;
provided, however, that Owner may, at its election, pay any  sums
owed  to such Subcontractors and Contractor shall reimburse Owner
for such sums on demand.  In the event of any termination of this
Agreement,  Owner may, without prejudice to any  other  right  or
remedy  it  may have, at its option, finish the Work by  whatever
method  Owner  may deem expedient.  To the extent  the  costs  of
completing the Work after a termination pursuant to Section 16.2,
including  any  and  all  Damages incurred  by  Owner  (including
compensation  for  additional professional  services,  Liquidated
Damages,   attorneys'  fees,  consultant  fees  and   arbitration
expenses, and any and all Damages for failure of performance  and
cost of financing or interest on such expense), exceed the unpaid
balance  of  the  Contract  Amount,  Contractor  shall  pay   the
difference  to Owner upon demand.  If the unpaid balance  of  the
Contract Amount is less than such amount incurred by Owner,  then
such excess shall be paid by Owner to Contractor, but such amount
shall not be paid until after Final Completion of the Project has
been achieved.  In addition,  Owner shall be entitled to exercise
any rights or remedies available to Owner under the Agreement  or
at  law  or in equity.  In the case of a termination pursuant  to
Section 16.2, Contractor shall not be entitled to the Termination
Payment.   Furthermore,  Owner  shall  have  the  right  to  take
possession  of and Contractor shall make available to  Owner  all
Construction  Equipment and all components of  the  Work  whether
located  at the Job Site, Shipyard or elsewhere, on the  date  of
such  termination  for the purpose of completing  the  Work,  and
Owner   may  employ  any  other  Person,  (sometimes  hereinafter
referred  to as "Replacement Contractor") to finish the  Work  in
accordance  with  the  terms of this Agreement  (subject  to  all
obligations under any and all subcontracts as may be assigned  to
such  Replacement Contractor) by whatever method that  owner  may
reasonably  deem  expedient.   The  Owner's  right  to  assign  a
subcontract  to a Replacement Contractor may be conditioned  upon
the Replacement Contractor's (i) not being a direct competitor of
the Subcontractor and (ii) having creditworthiness at least equal
to  that  of  Contractor.  Owner shall

<PAGE> 64

be  required  to  mitigate  reasonably the cost for completion of
such  Work  but  may  make  such  expenditures as in Owner's sole
judgment  will  best  accomplish  the timely  completion  of  the
Facility, provided Owner shall  not  be required  or  expected to
mitigate   any   such   costs  by  terminating,  repudiating   or
renegotiating   any    agreement     entered     into     between
Contractor  and  any Subcontractor (including  any  Subcontractor
that  is  an  Affiliate of Owner).  Contractor hereby irrevocably
constitutes  and appoints Owner as Contractor's attorney-in-fact,
with  full irrevocable power and authority in the place and stead
of  Contractor  and in the name of Contractor or otherwise,  from
time  to time in Owner's discretion, effective only if in Owner's
reasonable judgment Contractor shall have failed to use its  best
efforts to perform its obligations upon the occurrence and during
the continuation of a Contractor Event of Default for the purpose
of  carrying  out  the terms of this ARTICLE  XVI  or  its  other
remedies under this Agreement, to take any action and to  execute
any  document  and instrument which Owner may deem  necessary  or
advisable to accomplish the purposes of exercising its rights and
remedies  under  this Agreement, including: (i) to  ask,  demand,
enforce,  sue  for, recover for, receive and performance  of  any
rights  or  remedies  of  Contractor  under  any  Subcontract  in
connection  with the Work; (ii) to receive, endorse  and  collect
any  drafts or other instruments or documents in connection  with
clause  (i) above; and (iii) to file any claim or take any action
or  institute  any proceeding which Owner may deem  necessary  or
desirable for the enforcement of any of the rights of Owner  with
respect to any Work or Subcontract.

     16.4 General Obligations.  If Owner elects to terminate this
Agreement  for  any reason, Contractor shall, at Owner's  request
and  at  Contractor's  expense, perform  the  following  services
relative to the Work so affected:

            16.4.1    Inventory  Equipment, Etc.  Assist Owner in
preparing an  inventory  of all Equipment and Materials and other
components  of the  Work in use or in storage at the Job Site and
elsewhere  and  otherwise  cooperate with Owner for the efficient
transition  of the Work;

            16.4.2    Deliver  Work   Product   and  Information.
Deliver to Owner all Work  Product  and other information as  may
be  reasonably  requested   by   Owner for  the completion and/or
operation  of  the Facility; and

            16.4.3    Supply  Proprietary Components.  Supply any
proprietary components needed for the  completion  and  operation
of  the Facility.

     16.5  Events of Default by Owner.  Owner shall be in default
hereunder upon the occurrence of any one of the following events,
which  shall  be  events  of default (each  an  "Event  of  Owner
Default")  if  not  cured  within fourteen  (14)  days  following
delivery  to  Owner of a notice of such event or, if  capable  of
being  cured but not in such fourteen (14) day period,  if  Owner
has  not  commenced  the cure within such  period  and  does  not
thereafter  diligently pursue such cure, provided  that  (i)  the
events  described in Section 16.5.4 below shall be  an  Event  of
Owner Default upon its occurrence and (ii) the event described in
Section  16.5.2  below shall be an event of Owner Default  unless
the  proposed  cure  is  capable of  completely  eliminating  all
material adverse economic consequences of such event:

<PAGE> 65


            16.5.1    Unauthorized  Assignment.  Owner shall have
assigned or  transferred  this Agreement or any right or interest
herein except  as  expressly   permitted by this Agreement or  as
agreed  to  by Contractor;

            16.5.2    Breach       of      Representation.    Any
representation made by Owner  in  Section  4.1  shall  have  been
materially  false  or misleading when made;

            16.5.3    Payment Default.  Owner  shall have  failed
to pay any  amount  payable  to Contractor when due in accordance
with  this Agreement  (provided that any amount disputed by Owner
shall  not be  considered  due until determined to be payable  by
Owner  in accordance with the provisions of ARTICLE XXV); or

            16.5.4    Bankruptcy.   Owner  is  insolvent  or  any
proceeding shall  have  been  instituted against Owner seeking to
adjudicate Owner as a  bankrupt or insolvent, or Owner shall have
made  a  general  assignment for the benefit of its creditors, or
a receiver shall have been appointed on account of the insolvency
of Owner,  or Owner  shall  have filed a petition seeking to take
advantage  of  any other  law relating to bankruptcy, insolvency,
reorganization,  winding  up  or composition  or  readjustment of
debts and  in  the case of any such proceeding instituted against
Owner (but not  by Owner)  such  proceeding  shall not have  been
dismissed  within sixty (60) days of such filing.

            16.5.5    Payment  Security Default.  Owner fails to,
deliver or  maintain   the   Letter  of  Credit to secure Owner's
payment  obtain obligations under this Agreement.

     16.6 Contractor Remedies.

            16.6.1    Right of Termination and Suspension.

               (i)  The   provisions    of   ARTICLE  XXV  hereof
     notwithstanding, if an Event  of Owner Default (other than a
     payment default  under  Section  16.5.3) shall have occurred
     and be continuing, Contractor   shall   have   the  right to
     terminate this   Agreement   by   delivery   of  a notice of
     termination to Owner, in addition to any rights and remedies
     that may be available at law or in equity.

              (ii)  In  the  case  of  a  payment  default  under
     Section 16.5.3 which  has  not been  cured within the period
     specified  in  Section  16.5,   Contractor   shall,  without
     prejudice to its right to interest  under  Section  6.2 have
     the right, upon notice to Owner, to suspend  performance  of
     the Work until Contractor receives such  undisputed amounts.
     In case of any such suspension, Contractor shall be entitled
     to  a  Change  Order  for  any  costs incurred by Contractor
     resulting from such suspension and shall be entitled   to an
     extension  to  the  Project Schedule to the extent permitted
     under Section 11.3. Contractor may terminate this Agreement,
     in addition to any rights and remedies that may be available
     at law  or  in  equity,  upon  delivery of written notice to
     Owner, if an  event of payment  default under Section 16.5.3
     shall have occurred  and  be  continuing ten (10) days after
     Contractor's notice of payment default by Owner.

<PAGE> 66

          16.6.2    Owner's Payment Obligation.  Upon termination
of   this  Agreement  by  Contractor because of an Event of Owner
Default, Contractor  shall  be  entitled to retain  all  payments
already  received   from  Owner and, in addition, to receive from
Owner (a) payment of any payments to which Contractor is entitled
in accordance with this Agreement  and  which  have  not yet been
paid,  including  all  attorneys'  fees and arbitration expenses,
incurred in connection therewith (together with accrued  interest
in accordance with Section 6.2.1 if payment is overdue); and  (b)
payment  of  a  portion of the Contract Amount according  to  the
provisions  of  the  Termination Payment Schedule  set  forth  in
Exhibit  16.6.2  reduced by all portions of the  Contract  Amount
already  paid to Contractor or payable under (a) above (it  being
understood that any interest paid or that may be due shall not be
deducted  from  such amount); provided, however,  the  Contractor
shall  mitigate Damages and the foregoing amount shall be reduced
to  the extent of such mitigation and other costs expected to  be
incurred in connection with the Work which are avoided.   Payment
of  the  foregoing  amount shall be made by Owner  to  Contractor
within  thirty  (30)  days after receipt of Contractor's  invoice
therefor.  Contractor shall make available to Owner all Work, and
Contractor shall at the request and expense of Owner perform  the
obligations set forth in Section 16.4.

     16.7 Termination  of  the  Agreement   shall   not   relieve
Contractor  or  Owner   of  its  obligations  with   respect   to
confidentiality as  set forth in ARTICLE XX.

                          ARTICLE XVII.

                          FORCE MAJEURE

     17.1 Definition.  For purposes of this Agreement,  the  term
"Force  Majeure" shall mean any cause or occurrence affecting the
ability  of  a  Party  to  perform  its  obligations  under  this
Agreement, which cause or  occurrence is unforeseeable and beyond
the  reasonable  control  of the Party affected and not due to an
act or omission of the Party affected and which  could  not  have
been  cured,  remedied,  avoided, offset or otherwise overcome by
the   exercise  of  reasonable diligence, including the following
events  to the extent  they meet the foregoing requirements: acts
of God or the public  enemy;  expropriation  or  confiscation  of
facilities; compliance with  any order of any Governmental  Unit;
trade or economic sanction; sabotage, acts of war  (declared   or
undeclared); blockade; embargo; insurrection; hostilities;  civil
unrest; riots; military or guerilla action; terrorist activity or
threats  of  terrorist activities which, under the circumstances,
would  be  considered  a precursor to actual terrorist  activity;
earthquakes;  volcanic eruption; landslide;  typhoon;  hurricane;
tornado;  extreme  weather of substantially equivalent  severity,
devastating  and  disrupting force and  violence  as  a  typhoon,
hurricane  or tornado; fires; floods; explosion; riots;  strikes,
work  stoppages,  boycotts, walkouts or other labor  disturbances
(except as excluded in (a) below) or any other causes, whether or
not  of the same class or kind as those specifically named above,
that  are unforeseeable and not within the reasonable control  of
the Party affected and not due to an act or omission of the Party
affected and could not have been cured, remedied, avoided, offset
or  otherwise  overcome by the exercise of reasonable  diligence.
The  following events are explicitly excluded from Force  Majeure
events  and are solely the responsibility of the affected  Party:
(a)  any  strike, work-to-rule action, go-slow or  similar  labor
difficulty which is caused by Contractor's or its Subcontractors'
violation  of  applicable labor agreements  or  Applicable  Laws,
directed  against  Contractor  or  its  Subcontractors  or  their
Affiliates  or  limited to Work at the Job  Site  (including  any
laydown   areas)  or  any  of  Contractor's  or  its  Affiliates'

<PAGE> 67

manufacturing  facilities,  (b) late delivery  of  Equipment  and
Materials  or Construction Equipment (unless caused  by  a  Force
Majeure  event), (c) economic hardship, (d) Change of Law  (which
shall be governed exclusively by Section 11.2.1(iv)), and (e) any
weather  event  which  is  not  specifically  enumerated  in  the
preceding sentence.

     17.2 Burden of Proof.  In the  event  that  the Parties  are
unable  in  good  faith  to  agree that a Force Majeure event has
occurred,  the  burden  of   proof as to whether a Force  Majeure
event  has  occurred  shall  be  upon  the Party claiming a Force
Majeure event.

     17.3 Failure to Perform Due to an Event of Force Majeure.

            17.3.1    Contractor Breach of Agreement.  Subject to
the notice  and   other  informational  requirements set forth in
Section  17.4  and   Section  11.2 and mitigation requirements of
Section  11.9, Contractor shall not be deemed in breach  of  this
Agreement  because of  any failure or delay in complying with its
obligations  under   or   pursuant  to this Agreement (except its
obligations  to  make accrued payment) to the extent such failure
or delay is  due to one or  more events of Force Majeure.  If the
commencement, prosecution or completion of the Work is delayed by
an  event  of  Force  Majeure, Contractor shall be entitled to an
extension to the Guaranteed Commercial Operation Date, Guaranteed
Substantial  Completion  Date  and  Guaranteed  Final  Completion
Date,   as  applicable,  to  the  extent that performance of such
obligations is  so  delayed if such delay affects the performance
of any Work that  is on the critical path of the CPM Schedule and
causes  Contractor  to  complete  the  work  beyond such dates as
applicable. The Parties agree, to the extent reasonably possible,
to eliminate the  Force Majeure event or  to mitigate the effects
of  a  Force  Majeure  event.   Any  such delay will be reflected
in a Change  Order  as specified in Section 11.2.1(ii) above.

            17.3.2    Owner  Breach of Agreement.  Subject to the
notice and  other informational requirements set forth in Section
17.4, Owner  shall  not  be  deemed  in  breach of this Agreement
because of any failure or delay in complying with its obligations
under  or pursuant  to  this  Agreement (except  its  obligations
to  make accrued  payment) to the extent such failure or delay is
due   to  one   or   more  events   of Force Majeure. and Owner's
obligations  hereunder  shall  be  suspended  to  the extent that
performance  of  such  obligations  affect the performance of any
Work that  is  on the critical path of the CPM Schedule.

            17.3.3    Either  Party  may cancel this Agreement in
accordance  with  Section  7.4 if  Force Majeure delays a Party's
performance  for  a  period  greater  than one hundred and eighty
(180) days.

     17.4 Notice of Force Majeure.  Either  Party,  upon learning
that an event of Force Majeure is likely to affect its ability to
perform hereunder, shall promptly give notice to the other Party.
Such  notice shall state the nature of the event, its anticipated
effect and the anticipated duration thereof, and any action being
taken  to  avoid  or minimize its effect.  If Contractor  is  the
affected  Party and intends to submit a request for Change  Order
for  the consequences of the Force Majeure event, it shall comply
with  the notice and other informational requirements of  Section
11.2.

<PAGE> 68


                         ARTICLE XVIII.

                            INSURANCE

     18.1  Insurance.  Contractor shall procure, or caused to  be
procured,  at  no expense to Owner and maintain or  cause  to  be
maintained   in  full  force  and  effect  at  all   times   from
commencement of the Work through the date of Commercial Operation
(or such longer period as may be set forth in Exhibit 18.1), with
insurance carriers  acceptable to Owner and with a rating  of  at
least  "A"  by Standard & Poor's, the insurance as set  forth  in
Exhibit  18.1.   All  policies provided  by  Contractor  and  its
Subcontractors pursuant to this Section 18.1 shall be written  as
primary  policies, not contributing with, and not in  excess  of,
the  coverage that Owner and its permitted assigns and Affiliates
may carry against the same hazards.

     18.2  Insurance Carried by Owner.  During the term  of  this
Agreement,  Owner  shall  carry  general  business  insurance  in
amounts  reasonable  and  appropriate consistent  with  its  past
practices  for  its  activities  during  the  period   prior   to
Commercial  Operation.   Such  business  insurance  may   include
worker's    compensation,   employer's   liability,    automobile
liability,  commercial general liability coverages,  as  well  as
property damage coverage for its property (excluding the Work but
including any other Owner property located on or adjacent to  the
Job  Site).   In  addition, on and after the date  of  Commercial
Operation  of the Facility, Owner will carry insurance with  such
coverages  and  in  such  amounts as are customarily  carried  by
responsible owners and operators of an electric power  generation
plant  such  as the Facility.  Owner shall cause its insurers  to
include  Contractor as an additional insured  to  the  extent  of
Owner's indemnification obligations under this Agreement  and  to
waive   rights   of  subrogation  against  Contractor   and   its
Subcontractors    except   that   with   respect    to    Owner's
property/casualty insurance, any such waiver shall not extend  to
Contractor's warranty obligations under this Agreement.   Owner's
obligations under this Section shall continue until such time  as
Contractor's  warranty  obligations under  ARTICLE  XIII  expire.
Upon  request  of Contractor, Owner shall furnish  to  Contractor
certificates  of  insurance or other evidence of compliance  with
the requirements of this Section.

     18.3  Right  of  Owner to Procure Contractor Insurance.   If
Contractor  fails to procure and maintain the insurance  required
under Section 18.1, or any portion thereof, Owner shall have  the
right, but not the obligation, to procure and maintain insurance,
for  and  in the name of Contractor, and shall be entitled  to  a
Change  Order  to reduce the Contract Amount in  respect  of  the
amount paid by Owner for any such insurance.  In addition to  the
foregoing, in the event that liability for any loss or damage  is
denied by the underwriter or underwriters in whole or in part due
to  the breach of said insurance by Contractor, or for any  other
reason  attributable  to Contractor, or if  Contractor  fails  to
maintain  any  of the insurance herein required, then  Contractor
shall  defend,  indemnify and hold the Owner Indemnified  Parties
harmless  against  all  losses which would  otherwise  have  been
covered by such insurance.

     18.4  Policy  Terms  and Conditions.  Except as specifically
set forth in this ARTICLE XVIII or Exhibit 18.1, all policies  of
insurance  maintained by Contractor and Owner respectively  shall
be  written  on  reasonable and customary terms,  conditions  and
exclusions for projects of similar size and scope.  The coverages
referred to in this ARTICLE XVIII and Exhibit 18.1 are

<PAGE> 69

set  forth   in  full  in  the  respective  policy forms, and the
descriptions  of such policies in this Agreement and Exhibit 18.1
are  summaries and not intended to be complete.

     18.5 Subcontractors'  Insurance.   Contractor  shall  ensure
that each Subcontractor shall either be covered by the  insurance
provided  by  Contractor  pursuant  to  this  Agreement,  or   by
insurance procured by a Subcontractor.  Should a Subcontractor be
responsible for procuring its own insurance coverage,  Contractor
shall  ensure  that  each such Subcontractor  shall  procure  and
maintain insurance coverages reasonable and appropriate  for  the
nature and scope of their activities and taking into account  the
amount of the subcontract and industry practices in the Dominican
Republic  or  other locations where Work may be  performed.   Any
insurance  maintained  by Subcontractors  shall  not  reduce  any
obligation  of  Contractor under this ARTICLE  XVIII.   All  such
insurance shall be provided at the sole cost of Contractor or its
Subcontractors.

     18.6 Contractor's   Waiver.    All   policies  of  insurance
provided by Contractor or any of its Subcontractors  pursuant  to
this Agreement   shall  include  clauses  providing   that   each
underwriter shall waive its rights of recovery, under subrogation
or otherwise, against the Owner Indemnified Parties.   Contractor
further  releases, assigns and waives, and shall require  all  of
its  Subcontractors  to release, assign and waive,  any  and  all
rights  of  recovery against the Owner Indemnified  Parties,  and
against other contractors and Subcontractors which Contractor may
otherwise have or acquire in or from or in any way connected with
any  loss covered by policies of insurance maintained or required
to  be  maintained by Contractor pursuant to the Agreement (other
than  third  party liability insurance policies)  or  because  of
deductible  clauses  in  or inadequacy  of  limits  of  any  such
policies of insurance.

     18.7 Obligations Not Relieved.  Anything  in  this Agreement
to the  contrary  notwithstanding,  the occurrence  of any of the
following  shall  in  no   way relieve Contractor from any of its
obligations under  this  Agreement: (i) failure by Contractor  to
secure or  maintain  the  insurance  coverage required hereunder;
(ii) failure by Contractor  to  comply  fully  with  any  of  the
insurance  provisions   of   this  Agreement;  (iii) failure   by
Contractor  to secure such endorsements on the policies as may be
necessary to carry out the terms and provisions of this Agreement;
(iv) the insolvency,  bankruptcy  or  failure  of  any  insurance
company  providing  insurance  to  Contractor; (v) failure of any
insurance company  to  pay  any claim accruing under its  policy;
or  (vi)  losses  by  Contractor or any of its Subcontractors not
covered  by insurance policies.

                          ARTICLE XIX.

                         INDEMNIFICATION

     19.1 CONTRACTOR  GENERAL  INDEMNIFICATION.   TO  THE FULLEST
EXTENT PERMITTED  BY  APPLICABLE  LAWS  AND  SUBJECT  TO  SECTION
14.2,  CONTRACTOR  AGREES  TO PROTECT, DEFEND, INDEMNIFY AND HOLD
OWNER,  THE   FINANCING   PARTIES,  THE  UTILITY,  EACH  OF THEIR
SUBSIDIARIES  AND   AFFILIATES   AND  THEIR RESPECTIVE  OFFICERS,
DIRECTORS  AND EMPLOYEES  (THE  "OWNER INDEMNIFIED PARTIES") FREE
AND HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, COSTS, DAMAGES,
INJURIES,  LIABILITIES,  PENALTIES,  INTEREST,  CLAIMS,  DEMANDS,
CAUSES  OF ACTION,  SUITS  OR OTHER

<PAGE> 70

LITIGATION (INCLUDING   ALL   COSTS   THEREOF   AND    REASONABLE
ATTORNEYS'   FEES)    OF     EVERY     KIND     AND     CHARACTER
(COLLECTIVELY,  "DAMAGES") ARISING FROM OR  RELATED  TO  PERSONAL
INJURY  TO,  ILLNESS  OR DEATH OF ANY PERSON  AND  DAMAGE  TO  OR
DESTRUCTION OF PROPERTY (INCLUDING THE WORK AND THE FACILITY)  IN
ANY  WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE
WORK  OR  CONTRACTOR'S OBLIGATIONS HEREUNDER, TO THE EXTENT  THAT
SUCH  INJURY  OR  DAMAGE  IS CAUSED BY  THE  NEGLIGENCE  (WHETHER
CHARACTERIZED   AS  SOLE,  JOINT,  CONCURRENT,  CONTRIBUTING   OR
COMPARATIVE  NEGLIGENCE) OR WILLFUL MISCONDUCT OF ANY  CONTRACTOR
INDEMNIFIED  PARTIES OR ANY SUBCONTRACTOR OR ANY REPRESENTATIVES,
EMPLOYEES, OFFICERS OR DIRECTORS OF ANY SUBCONTRACTOR.

     19.2 ADDITIONAL CONTRACTOR INDEMNIFICATION. WITHOUT LIMITING
THE GENERALITY OF SECTION 19.1, CONTRACTOR SHALL FULLY INDEMNIFY,
SAVE  HARMLESS AND DEFEND THE OWNER INDEMNIFIED PARTIES FROM  AND
AGAINST  ANY AND ALL DAMAGES (INCLUDING DAMAGES IN FAVOR  OF  ANY
THIRD  PARTY)  WITH  RESPECT  TO (A) FAILURE  OF  ANY  CONTRACTOR
INDEMNIFIED  PARTIES OR ANY SUBCONTRACTOR OR ANY REPRESENTATIVES,
EMPLOYEES, OFFICERS OR DIRECTORS OF ANY SUBCONTRACTOR  TO  COMPLY
WITH  APPLICABLE  LAWS  OR APPLICABLE CODES  AND  STANDARDS,  (B)
PAYMENTS OF TAXES RELATING TO CONTRACTOR'S INCOME OR OTHER  TAXES
REQUIRED TO BE PAID BY CONTRACTOR WITHOUT REIMBURSEMENT UNDER THE
AGREEMENT,  (C)  NON-PAYMENT  OF  AMOUNTS  DUE  AS  A  RESULT  OF
FURNISHING   MATERIALS   OR  SERVICES  TO   CONTRACTOR   OR   ANY
SUBCONTRACTOR   WHICH   ARE  PAYABLE   BY   CONTRACTOR   OR   ANY
SUBCONTRACTOR  IN CONNECTION WITH THE WORK, OR  (D)  ANY  CLAIMS,
LIENS,  SECURITY INTERESTS, ENCUMBRANCES OR RIGHTS IN REM OF  ANY
KIND  FILED  OR  ASSERTED AGAINST OR ATTACHED  UPON  ALL  OR  ANY
PORTION  OF THE BARGE, THE WORK, THE JOB SITE OR THE FACILITY  OR
ANY INTEREST THEREIN BY ANY SUBCONTRACTOR OR ANY OTHER PERSON  OR
ENTITY  ACTING  THROUGH OR UNDER CONTRACTOR OR ANY SUBCONTRACTOR,
OR  OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE  AGREEMENT
OR PERFORMANCE BY CONTRACTOR OR ANY SUBCONTRACTOR OF THE WORK.

     19.3 PATENT    INDEMNIFICATION.   WITHOUT   LIMITING     THE
GENERALITY OF  SECTIONS   19.1   AND  19.2,  CONTRACTOR AGREES TO
INDEMNIFY, DEFEND AND SAVE THE OWNER INDEMNIFIED PARTIES HARMLESS
FROM AND AGAINST ANY  AND  ALL  CLAIMS WHATSOEVER ARISING FROM OR
IN ANY MANNER RELATED TO VIOLATION OR INFRINGEMENT OF ANY PATENTS,
COPYRIGHTS  OR   OTHER  INTELLECTUAL  PROPERTY  OR  RIGHT OR  THE
IMPROPER  USE  OF  OTHER   PROPRIETARY  RIGHTS WHICH MAY OCCUR IN
CONNECTION THE WORK PURSUANT TO THIS  AGREEMENT AND THE OWNERSHIP
OR  USE  OF  ANY  PORTION  OF  THE  FACILITY.  OWNER'S ACCEPTANCE
OF  CONTRACTOR'S ENGINEERING DESIGN  AND/OR PROPOSED OR  SUPPLIED
EQUIPMENT  AND  MATERIALS  SHALL   NOT  BE  CONSTRUED  TO RELIEVE
CONTRACTOR  OF  ANY OBLIGATION

<PAGE> 71

HEREUNDER.    CONTRACTOR   SHALL   HAVE   SOLE   AUTHORITY    FOR
THE  CONTROL  OF THE DEFENSE OF ANY AND ALL SUCH CLAIMS  AND  ANY
SUITS BROUGHT THEREON, AND OWNER SHALL RENDER SUCH ASSISTANCE  AS
CONTRACTOR   MAY  REASONABLY  REQUIRE  IN  CONNECTION  THEREWITH;
PROVIDED THAT IN ANY SUIT BROUGHT ON ANY SUCH CLAIM, OWNER  SHALL
HAVE THE RIGHT TO BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE AND
AT  ITS  OWN  EXPENSE.  SHOULD ANY SUCH CLAIM IMPAIR CONTRACTOR'S
PERFORMANCE  OF THE WORK OR OPERATIONS OF THE FACILITY  BY  OWNER
THEN  CONTRACTOR  SHALL, AT ITS OWN EXPENSE, TIMELY  PROCURE  THE
RIGHT  TO  CONTINUE  ITS PERFORMANCE OF THE WORK  SO  AS  NOT  TO
MATERIALLY IMPAIR THE SCHEDULE FOR COMPLETION OF THE WORK  AND/OR
PROCURE  FOR  OWNER  THE RIGHT TO CONDUCT  OR  OPERATION  OF  THE
FACILITY  WITHOUT ADDITIONAL EXPENSE TO OWNER.  IF CONTRACTOR  IS
UNABLE   TO  SECURE  SUCH  LICENSE  WITHIN  A  REASONABLE   TIME,
CONTRACTOR  SHALL,  AT  ITS  OWN EXPENSE  AND  WITHOUT  IMPAIRING
PERFORMANCE  REQUIREMENTS, EITHER REPLACE THE AFFECTED  WORK,  IN
WHOLE  OR PART, WITH NON-INFRINGING COMPONENTS OR PARTS OR MODIFY
THE SAME SO THAT THEY BECOME NON-INFRINGING.

     19.4 OWNER GENERAL INDEMNIFICATION.  SUBJECT TO SECTION 14.2
ABOVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS,  OWNER
AGREES TO PROTECT, DEFEND, INDEMNIFY AND HOLD CONTRACTOR, EACH OF
ITS  SUBSIDIARIES AND AFFILIATES AND ITS OFFICERS, DIRECTORS  AND
EMPLOYEES  (THE  "CONTRACTOR  INDEMNIFIED  PARTIES")   FREE   AND
HARMLESS  FROM  AND AGAINST ANY AND ALL DAMAGES ARISING  FROM  OR
RELATED TO PERSONAL INJURY TO, ILLNESS OR DEATH OF ANY PERSON AND
DAMAGE  TO  OR  DESTRUCTION OF PROPERTY IN ANY  WAY  DIRECTLY  OR
INDIRECTLY  ARISING  OUT OF OR RELATING TO THE  WORK  OR  OWNER'S
OBLIGATIONS HEREUNDER, TO THE EXTENT THAT SUCH INJURY  OR  DAMAGE
IS  CAUSED  BY  THE  NEGLIGENCE (WHETHER CHARACTERIZED  AS  SOLE,
JOINT,  CONCURRENT,  CONTRIBUTING OR COMPARATIVE  NEGLIGENCE)  OR
WILLFUL    MISCONDUCT    OF   ANY   OWNER   INDEMNIFIED    PARTY.
NOTWITHSTANDING  THE  FOREGOING,  CONTRACTOR  SHALL   HAVE   FULL
RESPONSIBILITY,  AND OWNER SHALL HAVE NO LIABILITY  WITH  RESPECT
TO, LOSS, DAMAGE OR DESTRUCTION TO CONSTRUCTION EQUIPMENT.

     19.5 Hazardous Materials Indemnification.

            19.5.1    Contractor Indemnified Parties.  Subject to
Section 19.5.2, Owner agrees to indemnify and hold the Contractor
Indemnified Parties harmless against and in respect  of  any  and
all  Damages, which may be imposed upon, incurred by, or asserted
against  Contractor or any Subcontractor by any party or  parties
(including  a  Governmental Unit) arising out of,  in  connection
with,  or  relating  to any contamination or pollution  resulting
from any Hazardous Materials for which Owner is responsible under
Section 2.2.

            19.5.2    Owner   Indemnified   Parties.   Contractor
agrees to  indemnify  and  hold  the  Owner  Indemnified  Parties
harmless against and  in respect of any and all Damages which

<PAGE> 72

may be imposed upon,  incurred by,  or asserted against the Owner
Indemnified   Parties  by  any   party  or  parties  (including a
Governmental Unit)  arising  out  of,  in  connection  with,   or
relating  to   Hazardous  Materials:  (a)  at,  in, on, under, or
migrating and/or emanating to or from the Job Site  or any  other
location to the extent  such  Hazardous Materials were generated,
created or used at or brought onto  the  Job  Site  or  any other
location or disposed of at any location  in connection  with  the
Work by Contractor or any Subcontractor  or other Person  engaged
by them or operating  under  Contractor's supervision pursuant to
the performance of the  Work,  (b)  that were improperly handled,
treated, stored  or transported by Contractor, any Subcontractor,
or  other  Person  engaged  by  them  or  operating  under  their
supervision or (c) that were the result of any negligent, willful,
or unlawful act or omission of Contractor or any Subcontractor or
other Person engaged by them or operating under their supervision,
provided, however, that in the event any such event results  from
the  actions   of   employees  or subcontractors of Owner or pre-
existing Hazardous Materials at in, on under, or migrating and/or
emanating from the Job  Site, Contractor shall not be responsible.

     19.6 Notice.  If  any  party  entitled   to  indemnification
hereunder   (the    "Indemnified   Party")   intends    to   seek
indemnification  under  this  Article  from any  other party (the
"Indemnifying Party") with  respect  to any  action or claim, the
Indemnified Party shall  give  the  Indemnifying  Party notice of
such claim or action  upon  the  receipt  of  actual knowledge or
information by  the  Indemnified  Party  of any possible claim or
of the commencement of such claim  or  action.  In no event shall
the notice period afforded to  the Indemnifying   Party  be  less
than the lesser of (a)  fifteen  (15) business  days prior to the
last day for responding to such  claim  or action or (b) one-half
of the period allowed for responding to  such   claim  or action,
provided that the  failure   to  give  such  notice   shall   not
affect the Indemnifying  Party's  obligations  hereunder   unless
the    failure    to    give    such    notice    materially  and
adversely  affects  the  rights, remedies  or  liability  of  the
Indemnifying Party with respect thereto.  The Indemnifying  Party
shall  have the right to assume the defense of any such claim  or
action  with  counsel  designated by the Indemnifying  Party  and
reasonably  satisfactory  to  the  Indemnified  Party;  provided,
however,  that if the defendants in any such action include  both
the  Indemnified  Party  and  the  Indemnifying  Party,  and  the
Indemnified Party shall have reasonably concluded that there  may
be  legal  defenses available to it which are different  from  or
additional  to  those  available to the Indemnifying  Party,  the
Indemnified Party shall have the right to select separate counsel
to assert such legal defenses and to otherwise participate at the
Indemnifying Party's expense.

     19.7 Failure to Defend Action.  If   any  action  or   claim
arises as  to   which a Party's indemnification obligation arises
under this Agreement and the Indemnifying Party, after receipt of
notice of such action or claim fails to timely assume the defense
of such  action  or claim, then the Indemnified Party may, at its
option,  and   without   relieving  the Indemnifying Party of its
obligations hereunder, so perform, but all Damages (including all
attorneys'  fees,   consultant  fees   and  litigation  expenses,
settlement   payments   and   judgments)  so   incurred  by  such
Indemnified Party  in   that  event  shall  be  reimbursed by the
Indemnifying Party to such  Indemnified  Party,   together   with
interest at the rate  set  forth  in  Section 6.1.5 on  same from
the date any such cost and expense was paid by  such  Indemnified
Party until  reimbursed  by  the Indemnifying Party.

     19.8 Enforceability.

<PAGE> 73


            19.8.1    Indemnity,   Defense   and   Hold  Harmless
Obligations.  The   indemnity,  defense    and    hold   harmless
obligations  for  personal  injury,  illness or death or property
damage under this Agreement  shall  apply  regardless  of whether
the  Indemnified  Party  was   concurrently   negligent  (whether
actively or passively), it  being  agreed by  the Parties that in
this event, the Parties' respective  liability  or responsibility
for such Damages under this Agreement  shall  be   determined  in
accordance  with  the  principles   of comparative negligence.

            19.8.2    Applicable Law.   In  the event  that   any
indemnity  provisions  in  this Agreement are contrary to the law
governing  this   Agreement,  then   the  indemnity   obligations
applicable  hereunder   shall  be  applied to the maximum  extent
allowed  by Applicable Law.

                           ARTICLE XX.

                  NON-DISCLOSURE OF INFORMATION

     20.1 Proprietary  Information.  Any  information  concerning
the Parties which is designated in  writing  as  confidential  or
proprietary  and  disclosed to the other Party  incident  to  the
performance  of Work pursuant to this Agreement is  disclosed  in
confidence  and  the  transferee shall not, without  the  written
approval  of  the transferor (a) use such information  except  in
performance  of the Work or in connection with the  ownership  or
operation,  maintenance,  construction,  repair,  completion   or
expansion  of  the  Facility  or the  Work,  or  (b)  publish  or
otherwise disclose it to others, provided, however, that  nothing
herein  shall  limit  Owner's right to  disclose  information  to
anyone  for the purpose of financing or insuring the Facility  or
the Work or to a successor owner or potential successor owner  of
the  Facility  or  the Work, or Contractor's  right  to  disclose
information  to  Subcontractors or prospective Subcontractors  to
the  extent  necessary to obtain subcontract bids or  to  perform
subcontract  work to the extent such Persons agree to  hold  such
information confidential to the same extent as set forth herein.

     20.2 Exceptions.  The restrictions of this Section shall not
apply to information which (i) was furnished to it prior to  this
Agreement  without restriction, other than information  furnished
pursuant  to  the Letter Agreement and Side Letter; (ii)  becomes
generally available to the public otherwise than through a breach
of  this Agreement; or (iii) is received by either Party  from  a
third  party  without  restriction and  not  in  breach  of  this
Agreement.  Furthermore, Owner or Contractor may provide any such
information  to  any  Governmental Unit having  jurisdiction  and
asserting  a right to obtain such information; provided,  if  any
such  Governmental  Unit  demands from one  Party  disclosure  of
proprietary information belonging to the other Party,  the  Party
receiving  such demand shall promptly notify the other  Party  of
such  demand  to  enable the other Party to take  whatever  legal
means may be available to limit the scope or consequences of such
disclosure.   The  Parties  agree that this  Agreement  shall  be
considered and treated as confidential.

     20.3 Press Releases.  In  the  event  Contractor  intends to
issue or  publish  a  press  release,  advertisement or tombstone
relating in  any  way  to  the  Project  or  the  Work under this
Agreement,  Contractor shall provide a draft thereof to Owner for
review and  approval  (such  approval  not  to  be   unreasonably
withheld or delayed) prior to such issuance or publication.

<PAGE> 74

     20.4 Equitable Relief.  The  Parties acknowledge that in the
event  of  a breach of any of the terms contained in this ARTICLE
XX,  the  transferor  would  suffer  irreparable  harm  for which
remedies at law, including damages, would be inadequate, and that
the  transferor  shall  be  entitled  to  seek  equitable  relief
therefor by injunction, in addition  to any and  all  rights  and
remedies  available to  it  at  law  and  in  equity, without the
requirement  of posting a bond.

                           ARTICLE XXI.


                      ASSIGNMENT; FINANCING

     21.1 Assignment.  Except  as  provided  in this Section 21.1
and in  Section  21.2,  this  Agreement may be assigned to  other
parties  only  upon  the prior written consent of the other Party
hereto.  Notwithstanding  the  foregoing, this  Agreement or  any
right or  obligation  contained  herein may be assigned by either
Owner or Contractor, to an Affiliate thereof, provided  that  the
Party  making  such  assignment  shall  remain  obligated for the
performance of such Affiliate's obligations under this Agreement,
and  Owner  may  assign  its  rights  and obligation before Final
Completion with  the  consent  of  Contractor  which  will not be
unreasonably withheld  and  after  Final  Completion  without any
consent; provided that  as  a  condition  to any assignment after
Final Completion but  before  the  expiration   of   the Extended
Warranty  Period,  Owner  shall  notify  Contractor in writing of
the parties to such assignment, the nature of the rights assigned,
the effective date  of  such assignment and the scope of Warranty
claims (if any)  retained  by  Owner.  When  duly   assigned   in
accordance with the foregoing,  this  Agreement  shall be binding
upon  and  shall  inure  to  the  benefit  of  the  assignee; any
assignment not in accordance  with  this Section  21.1 or Section
21.2 shall be void and without force or effect.

     21.2 Financing.

            21.2.1    Owner  Assignment  to  Financing   Parties;
Assumption by Financing  Parties.   Owner  may,  without  further
approval  of  Contractor,  assign, pledge and/or grant a security
interest  in  this  Agreement  and  its  related  rights  to  any
Financing   Parties.  The   Financing  Parties,   their   agents,
successors or  assigns  may acquire  the  rights  of  Owner under
this  Agreement  under  the Financing Parties' remedies contained
in the Financing Agreements in the event of Owner's default under
the Financing Agreements.

            21.2.2    Documents to be Provided by Contractor.  In
addition to  other   assurances   provided  in  this   Agreement,
Contractor acknowledges  that  Owner  intends to  obtain  project
financing  associated  with the Project, and Contractor agrees to
cooperate with Owner and the Financing Parties in connection with
such project financing, including entering into direct agreements
with the Financing Parties, as required by the Financing Parties.
Contractor    shall    provide    assignments    and    consents,
acknowledgements, estoppel certificates, legal opinions and  such
other  closing  documents  as  are customary  and  as  reasonably
requested  in  connection  with  such  project  financing.   Such
documents  shall be in a form reasonably acceptable to Contractor
and the requesting Financing Party.

            21.2.3    Information    for    Financing    Parties.
Contractor shall  provide   such  documents  and  other technical
assistance  as  Owner may reasonably request in connection with

<PAGE> 75

obtaining financing for the Facility.   During the performance of
the  Work,  Contractor shall  make available  to  Owner  and  the
Financing   Parties information relating to  the  status  of  the
Work   including information relating to the design, engineering,
construction and  testing  of the Facility and such other matters
as Owner  or  the Financing  Parties may reasonably request.  The
Parties recognize  that  the  Agreement  is  subject to review by
financial institutions  for  purposes   of  the  financing of the
Facility.   Owner  shall  reimburse  Contractor  at  commercially
reasonable  rates  for  its  time  in  providing  information not
related to the Facility or  the Work.

            21.2.4    Right to Inspect.  The  Financing   Parties
and their  engineers  and  consultants  shall  have  the right to
participate  in  all   inspections  conducted by Owner under this
Agreement  and  to attend  all  Performance Tests of the Facility
and to make such other inspections as they may reasonably request.
Owner  shall  cause  all  such   persons  to observe Contractor's
security  and safety regulations  at  all  applicable  locations.
Any   such  inspections shall be governed by the terms of Section
9.1.

            21.2.5    Notices  to  Financing Parties.  Contractor
shall furnish to the Financing Parties copies of notices given to
Owner hereunder.   Contractor agrees to furnish  concurrently  to
the Financing Parties a copy of any default notice issued  by  it
to Owner under Section 16.5.

            21.2.6    Amendments  Required  by Financing Parties.
Contractor  agrees  to  cooperate  with  Owner in the negotiation
and execution  of  reasonable  amendments  or  additions  to this
Agreement  required  by  any  Financing   Party.   Any   proposed
amendment  or  addition  which  would  in   any  material respect
increase Contractor's  costs or expose it to greater risk without
appropriate compensation  will not be considered reasonable.

                          ARTICLE XXII.

                     INDEPENDENT CONTRACTOR

     22.1  Independent Contractor.  Contractor is an  independent
contractor  and  nothing contained herein shall be  construed  as
constituting any relationship with Owner other than that of owner
or  independent contractor, nor shall it be construed as creating
any   relationship  whatsoever  between  Owner  and  Contractor's
employees  or Subcontractors.  None of Contractor, Subcontractors
or   their  respective  employees,  agents,  representatives   or
servants shall be deemed to be employees, agents, representatives
or servants of Owner.

     22.2  Contractor's  Responsibilities   for   its  Employees.
Subject to  the  provisions  of this Agreement, Contractor  shall
have  sole authority  and responsibility to employ, discharge and
otherwise  control  its  employees,  agents,  representatives  or
servants.

     22.3  Responsibilities of Contractor as  Principal  for  its
Employees.  Contractor has complete and sole responsibility as  a
principal for its agents, Subcontractors and all other  hires  to
perform or assist in performing the Work.

<PAGE> 76


                         ARTICLE XXIII.

                        LIENS AND CLAIMS

     Should  any Subcontractor or any other Person acting through
or  under  Contractor or any Subcontractor file  a  claim,  lien,
encumbrance,  security interest or right in rem of  any  kind  is
filed or asserted against or attached upon all or any portion  of
the Barge, the Work, the Job Site or the Facility or any interest
therein, Contractor shall, at its sole cost and expense, promptly
(i) remove, pay or discharge, and discharge of record, or post  a
bond   against,  any  such  claim,  lien,  encumbrance,  security
interest or right in rem and (ii) indemnify and protect the Owner
Indemnified  Parties  as  set forth  in  Section  19.2(D),  which
indemnity  shall  survive  the  termination  of  this  Agreement.
Contractor shall immediately notify Owner of the assertion of any
such claim, lien, encumbrance, security interest or right in  rem
against the Barge, the Work, the Job Site, the Facility,  or  any
part thereof.  Upon the failure of Contractor promptly to remove,
pay,  discharge  or  post a bond against, any such  claim,  lien,
encumbrance, security interest or right in rem as required hereby
within  twenty (20) days of notice of the existence thereof  from
any source, Owner may,  in its sole discretion and in addition to
any  other  rights that it has under this Agreement,  at  law  or
equity, take any one or more of the following actions:

               (i)  remove,  pay  or  discharge  such claim, lien
     encumbrance,  security  interest  or  right  in  rem   using
     whatever means  that  Owner,  in  its  sole discretion deems
     appropriate, including the payment of settlement amounts. In
     such circumstance, Contractor shall be  liable  to Owner for
     all Damages (including  all attorneys' fees, consultant fees
     and litigation expenses, and   settlement payments) incurred
     by Owner arising out of or relating to  such   removal   and
     discharge.  All such Damages shall be paid by  Contractor no
     later than thirty (30) days after  receipt  of  each invoice
     from Owner;

              (ii)  seek  and  obtain  an order granting specific
     performance  from  a  court   of   competent   jurisdiction,
     requiring that Contractor  immediately discharge and remove,
     by  bond,  payment   or   otherwise,   such   claim,   lien,
     encumbrance, security interest or right in rem.  The Parties
     expressly  agree  that  Owner  shall  be  entitled  to  such
     specific  performance and that Contractor shall be liable to
     Owner  for  all  Damages  (including  all  attorneys'  fees,
     consultant fees  and litigation  expenses) incurred by Owner
     arising  out  of  or  relating  to such specific performance
     action.  Contractor agrees that the failure to discharge and
     remove any such claim, lien,  encumbrance, security interest
     or  right  in  rem  will  give rise to irreparable injury to
     Owner  and  Owner's  Affiliates, and further, that Owner and
     such Owner Affiliates will not be adequately  compensated by
     Damages; or

             (iii)  unless  Contractor  shall  furnish  a bond or
     other  adequate  security  for  any such  lien, withhold any
     amounts  otherwise  due  and owing  to Contractor under this
     Agreement  equal  to  the  amount   of   the   claim,  lien,
     encumbrance or right in rem  plus all Damages arising out of
     such claim, lien, encumbrance, security interest or right in
     rem,  including  all  attorneys'  fees,  consultant fees and
     litigation expenses.

     Nothing  in  this  ARTICLE  XXIII  shall  be  construed   as
limitation  on  or waiver by Contractor of any of its  rights  to
encumber   the  Facility  as  security  for  Work  performed   by


<PAGE> 77

Contractor  or  for any payments owed to it by  Owner  hereunder;
provided  that  Contractor  may only exercise  such  right  after
providing Owner with thirty (30) days prior written notice of its
intent  to  do so and, with respect to payments to Contractor  by
Owner  hereunder,  Owner  shall not have  made  such  payment  or
provided  a  bond  or  other reasonably acceptable  provision  to
secure such payment within such thirty (30) day period.

                          ARTICLE XXIV.

                   NOTICES AND COMMUNICATIONS

     24.1  Notices.  Any notice, demand, offer, or other  written
instrument  required  or permitted to be given  pursuant  to  the
terms  and  conditions of this Agreement shall be in writing  and
either  (a)  delivered personally; (b) sent  by  certified  mail,
return receipt requested; (c) sent by a recognized overnight mail
or  courier service with delivery receipt required; (d)  sent  by
facsimile   transfer   and   acknowledged   by   recipient;    or
(e) electronic message (receipt confirmed):

          If to Contractor:   Wartsila Finland Oy
                              Tarhaajantie 2
                              FIN-65100 Vaasa
                              Finland
                              Tel.+358 10 709 0000
                              Attention:  Kai Kettu
                              Email:  kai.kettu@wartsila.com

          With a copy to:     Wartsila North America, Inc.
                              16330 Air Center Boulevard
                              Houston, TX 77032
                              United States of America
                              Phone:  +1 281-233-6200
                              Fax:  +1 281-233-6233
                              Attention:  Hugo Teste
                              Email:  hugo.teste@wartsila.com

                              and

          If to Owner:        Seaboard Ship Management, Inc.
                              1551 Sawgrass Corporate Parkway,
                              Suite 200
                              Sunrise, Florida   33323
                              Telephone:  (954) 846-1377
                              Facsimile:  (954) 846-9266
                              Attention:  Narinder Wadhwa
                              Email:  nwadhwa@seaboardship.com

          With a copy to:     Seaboard Corporation
                              9000 West 67th Street
                              Shawnee Mission, Kansas 66201
                              Telephone:  (913) 676-8925

<PAGE> 78


                              Facsimile:  (913) 676-8978
                              Attention:  David Becker
                              Email:
                              david_becker@seaboardcorp.com

          Either  Party  may change its address or the  party  to
notify by a notice delivered in accordance with this section.

     24.2 Effectiveness  of  Notices.  Notices shall be effective
when received by the Party to whom addressed.

                          ARTICLE XXV.

                       DISPUTE RESOLUTION

     25.1 Negotiation of Disputes and Disagreements.  The Parties
shall  negotiate in good faith and attempt to resolve any  claim,
dispute  or  controversy  arising out  of  or  relating  to  this
Agreement  or  the  breach, termination or  validity  thereof  (a
"Dispute").  If the Parties have been unable to settle  or  agree
upon  within  a  period  of thirty (30) days  after  the  Dispute
arises,  either Party may give written notice ("Notice")  to  the
other  Party  requesting that a senior officer  of  each  Party's
management  meet  at a mutually agreed time and place  not  later
than forty-five (45) days after the non-notifying Party's receipt
of  such  Notice to attempt to resolve such matter.  To  aid  the
negotiation  by  the  Parties'  senior  management,  the  Project
Manager  and  Owner's Representative shall promptly  prepare  and
exchange  memoranda  stating  the issues  in  dispute  and  their
positions,  summarizing the negotiations which have  taken  place
and  attaching relevant documents.  Should a resolution  of  such
Dispute  not  be  obtained within sixty (60)  Days  of  the  non-
notifying  Party's receipt of such Notice, then either Party  may
by  notice  to  the  other submit the Dispute to  arbitration  in
accordance with the provisions of Section 25.2.  Any of the  time
periods specified in this Section 25.1 may be extended by  mutual
agreement of the Parties.

     25.2 Arbitration Resolution.

            25.2.1    Arbitration  Rules  and  Arbitrators.   Any
claim, dispute or  controversy arising out of or relating to this
Agreement  or the  breach  thereof which has not been resolved by
negotiation  or subject  to  a  proceeding in accordance with the
procedures  set  forth  in  Section  25.1  shall  be submitted to
binding  arbitration  under   the   Rules  of  Arbitration of the
International Chamber  of Commerce  ("Arbitration Rules") then in
effect.  The  arbitration shall be conducted in English and shall
be held in New York City,  or  such other location as the Parties
shall mutually agree.   If  the  amount of  any asserted claim or
counterclaim  does  not  exceed  One  Million  U.S. Dollars (U.S.
$1,000,000), the arbitration shall  be  conducted before a single
arbitrator in accordance  with the Arbitration Rules.  Otherwise,
the  arbitration  shall  be  conducted  in  accordance  with  the
procedures of the Arbitration Rules before  a  panel of three (3)
arbitrators, with each Party selecting  one  arbitrator  and  the
third arbitrator, who shall be the chairman of the  panel,  being
selected by the two  Party-appointed  arbitrators.  The  claimant
shall  name  its  arbitrator   in   the  demand  for  arbitration
and the responding Party shall name  its  arbitrator  within  ten
(10) days after receipt of the demand for arbitration. The  third
arbitrator   shall   be   named   within   ten  (10)  days  after
the appointment of the second arbitrator, failing which the third

<PAGE> 79

arbitrator  shall be appointed in accordance with the Arbitration
Rules.   Each arbitrator will be qualified by at least  ten  (10)
years   experience  in  construction,  engineering,  and/or   the
electric  utility industry, and the chairman of  the  arbitration
panel shall have had legal training.

            25.2.2    Award.  The   award   rendered    by    the
arbitration shall be final and judgment thereon may be entered by
any  court having jurisdiction thereof.  The prevailing Party (as
determined  by  the  arbitrator(s))   shall   be   entitled    to
reimbursement of its expenses,  including  reasonable  attorney's
fees,  incurred  in  connection  with  the  arbitration  and  any
judicial enforcement  of  this  arbitration agreement, unless the
arbitrator(s)  determines  that  it would be manifestly unfair to
honor  this  agreement  of the Parties and determines a different
allocation of costs.

            25.2.3    Discovery. The Parties shall be entitled to
engage  in  reasonable   discovery,   including   the   right  to
production  of  relevant  and  material documents by the opposing
Party  and  the  right  to take depositions reasonably limited in
number, time and place; provided that in no event shall any Party
be entitled  to  refuse  to  produce  relevant and non-privileged
documents or copies  thereof  requested by the other Party within
the time  limit  set and  to  the extent required by order of the
arbitrator(s).   All   disputes   regarding  discovery  shall  be
promptly resolved  by  the arbitrator(s).

            25.2.4    Joinder.   This  agreement  to arbitrate is
binding upon the Parties, the  Guarantor and the  successors  and
permitted assigns of any of them.  At either Party's option,  any
other  Person   may   be  joined  as  an  additional party to any
arbitration  conducted under this Section 25.2; provided that the
party  to  be  joined  is  or  may  be  liable to either Party in
connection  with  all  or  any  part  of  any Dispute between the
Parties.   Where  such joinder results in  more than one claimant
or more than one respondent, the arbitrator(s) shall be appointed
in  accordance with the  Arbitration Rules; provided that for the
selection of arbitrators under  Section  25.2.1,  the  Contractor
and   the Guarantor shall be considered one party.

     25.3  CONSENT  TO JURISDICTION.  EACH OF THE PARTIES  HEREBY
CONSENTS  TO  THE  NON-EXCLUSIVE JURISDICTION OF  THE  STATE  AND
FEDERAL  COURTS SITUATED IN THE COUNTY AND STATE OF NEW YORK  FOR
PURPOSES OF ANY PROCEEDING DESCRIBED IN SECTION 25.1 OR TO AID IN
SUPPORT OF ARBITRATION AND THE ENFORCEMENT OF ANY ARBITRAL  AWARD
MADE  UNDER  THE PROVISIONS OF SECTION 25.2.  EACH  PARTY  HEREBY
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY
ACTION  OR  PROCEEDING BY DELIVERY OF COPIES OF SUCH  PROCESS  BY
COMMERCIAL COURIER TO IT AT ITS ADDRESS SPECIFIED IN SECTION 24.1
HEREOF  OR  IN  ANY OTHER MANNER PERMITTED BY  LAW.   EACH  PARTY
HEREBY IRREVOCABLY WAIVES ANY OBJECTIONS, INCLUDING ANY OBJECTION
TO  THE  LAYING  OF VENUE OR BASED ON THE GROUNDS  OF  FORUM  NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY  SUCH  ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
EACH PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF ANY  AND
ALL PROCESS IN SUCH ACTION OR PROCEEDING BY DELIVERY OF COPIES OF
SUCH  PROCESS BY

<PAGE> 80

COMMERCIAL COURIER TO SUCH PARTY  AT  ITS  ADDRESS  SPECIFIED  IN
SECTION 24.1 HEREOF OR IN ANY OTHER MANNER PERMITTED BY LAW.

     25.4 Continuation of Work.  Pending final resolution of  any
Dispute,  Owner  and Contractor shall continue to  fulfill  their
respective  obligations hereunder, but without prejudice  to  the
rights of the Parties under ARTICLE XVI.

                          ARTICLE XXVI.

                     LIMITATION OF LIABILITY

     26.1 Maximum  Liability.   Contractor's  maximum   aggregate
liability  to  Owner  pursuant to  this Agreement whether arising
from  tort (including  negligence or strict liability), breach of
contract, breach of warranty, indemnification, or any other cause
of action shall be  one  hundred  percent (100%) of the  Contract
Amount;  provided,  however, that  Contractor's maximum aggregate
liability for Liquidated Damages shall be further limited to  ten
percent  (10%)  of   the   Contract Amount.  Notwithstanding  the
foregoing,  this   Section   26.1 shall not apply to Contractor's
warranty and guarantee in Section 14.1 (good title free and clear
of  liens), or  Contractor's indemnification obligations pursuant
to  Section 19.2  (C)  or  (D)  (indemnification  for  contractor
liens  and   consensual   liens),   and   Section   19.3  (patent
infringement claims).

     26.2 Consequential  Damages.  Except  for Liquidated Damages
(if  any)  [and  the proceeds of Builders' Risk insurance], in no
event,  whether   as   a  result of breach of contract, breach of
warranty,   tort  liability   (including  negligence  or   strict
liability),  or  otherwise,  and  whether arising before or after
completion of the Facility, shall Contractor be liable  to  Owner
for  special, indirect, or  consequential damages of  any  nature
whatsoever,   including  losses  or  damages  caused by reason of
unavailability  of  the    Facility,    shutdowns    or   service
interruptions, loss of use, loss of profits or revenue, inventory
or use charges, cost of purchased or  replacement power, interest
charges  or  cost  of  capital  or  claims  of Owner's customers.
Except to  the  extent such  damages  are included in the amounts
payable under Section 16.6.2, in no event, whether as a result of
breach  of   contract,  breach   of   warranty,   tort  liability
(including negligence or strict liability), or  otherwise,  shall
Owner   be   liable   to  Contractor  for  special,  indirect, or
consequential damages of any  nature  whatsoever,  including loss
of use, loss  of  anticipated profits or revenue, or inventory or
use charges.  Notwithstanding  the  foregoing,  the limitation of
liability in this Section  26.2  shall not apply  to Contractor's
indemnification obligations under  this Agreement with respect to
claims brought by any third party.  For  purposes of this Section
26.2, "third party" means any Person  other  than  Contractor  or
Owner.

     26.3 Releases  Valid  in  All Events.  Releases, disclaimers
and limitations on liability expressed herein shall apply even in
the event of the negligence, strict liability, fault or breach of
contract (including other legal bases of responsibility  such  as
fundamental  breach)  of the Party whose liability  is  released,
disclaimed  or  limited to the extent provided in  such  release,
disclaimer and limitation.

     26.4 Scope  of  Releases.   All   releases,    waivers,   or
limitations of  liability  given  by Owner in favor of Contractor
and expressed  in this  ARTICLE  XXVI  shall  apply  equally  to

<PAGE> 81

Contractor,   its Affiliates,   and   the   employees,  officers,
directors   and shareholders  of each.  All releases, waivers, or
limitations  of  liability  given by Contractor in favor of Owner
and expressed in this ARTICLE  XXVI shall apply equally to Owner,
the  Financing  Parties,  each of their respective Affiliates and
the  employees, officers, directors and shareholders of each.

                         ARTICLE XXVII.

                 DRUG AND ALCOHOL-FREE WORKPLACE

     The  Parties  desire to provide a safe and  productive  work
environment.  The Parties believe that the use, possession and/or
distribution of illegal/unauthorized drugs and alcohol presents a
serious threat to the safety of employees, visitors and others at
the  Shipyard,  Job  Site, or other premises  owned,  leased,  or
occupied by Owner or its Affiliates.  All employees of Contractor
or   any  Subcontractor  associated  with  the  Work  under  this
Agreement must agree to:

               (i)  While  on  or entering the Shipyard, Job Site
     or other premises owned, leased, or occupied by Owner or its
     Affiliates, search of personal and professional possessions,
     including:  automobiles, trucks, briefcases, lunchboxes, and
     person  for illegal/unauthorized drugs.

              (ii)  Drug  testing  at  any  time  while  on   the
     Shipyard,  Job  Site  or  other  premises  owned,  leased or
     occupied by Owner or its  Affiliates.  Failure  to do  so or
     failing any such test shall be grounds for immediate removal
     from the Shipyard, Job Site or other premises owned, leased,
     or occupied by Owner or its Affiliates.

             (iii)  Failure  of  any  employee to agree and abide
     by these  requirements will be grounds for immediate removal
     (and   Contractor  shall  promptly  remove or to require any
     Subcontractor  to  remove such employee)  from the Shipyard,
     Job Site or other  premises  owned,  leased, or  occupied by
     Owner  or  its  Affiliates  and  from  any  Work  under this
     Agreement.  Notwithstanding the  foregoing, Owner shall have
     no liability and Contractor  agrees  to  release, indemnify,
     defend and hold harmless the Owner  Indemnified Parties from
     and against any and all Damages  (including  all  attorneys'
     fees  and  litigation  expenses),  which  may  directly   or
     indirectly   arise   or   result   from  Contractor  or  any
     Subcontractor terminating the employment of or removing from
     the  Work  any such employee who fails to meet the foregoing
     requirements  following  a  request  by  Owner  to have such
     employee removed from the Work.

                         ARTICLE XXVIII.

                  PROJECT PLANNING AND CONTROL

     28.1 Project Schedule and CPM Schedule.

            28.1.1    Project  Schedule.  Exhibit 28.1 sets forth
the schedule of dates in which Contractor is required to  achieve
certain   stages  of  completion  of  the  Work,  including   the
Guaranteed  Commercial  Operation  Date,  Guaranteed  Substantial
Completion  Date and

<PAGE> 82

Guaranteed   Final Completion  Date   ("Project Schedule").   The
Project Schedule shall  only  be  modified  by Change Order.

            28.1.2    CPM  Schedule  Submission.  On  or prior to
the Start  Date, Contractor shall prepare and submit to Owner for
its review  and  written approval a detailed critical path method
schedule for the Project using Microsoft Project ("CPM Schedule").
Owner may issue written comments, proposed changes and/or written
approval  or  disapproval of such CPM Schedule.  The CPM Schedule
shall, at  a  minimum,  (i)  include separate activities for each
portion of  the  Project (including  engineering, procurement and
construction,  along  with non-physical activities related to the
Work), (ii)  be fully integrated and  shall  be  consistent  with
the  Project  Schedule,  and (iii) show an uninterrupted critical
path from the notice to  proceed  through  Commercial  Operation,
Substantial Completion and Final Completion. With respect to each
activity  in  the  CPM  Schedule, the CPM Schedule shall show the
activity  number,  activity  description,  early  start and early
finish dates, late  start  and late finish dates, duration, total
float value, and responsible Contractor, Subcontractor  or  other
parties  (including  Owner).   The  CPM  Schedule shall represent
Contractor's best judgment as to  how  it shall complete the Work
in compliance with the Project Schedule, including the Guaranteed
Commercial  Operation  Date,  Guaranteed  Substantial  Completion
Date   and Guaranteed  Final  Completion Date.  The CPM  Schedule
shall be submitted in hard copy and also in its native electronic
format,  provided  on a computer diskette.  Once the CPM Schedule
and  the required submittals have been reviewed and  approved  by
Owner, this version of  the  CPM Schedule shall be  the  baseline
CPM Schedule for the Work.

            28.1.3    Progress  Updates  to  CPM Schedule.  After
approval by Owner of the baseline CPM Schedule, such CPM Schedule
shall be managed and updated monthly by Contractor.  Each updated
CPM Schedule  shall meet the requirements of Section 28.1.2,  and
in addition  shall  (i)  at  a minimum, be prepared with the same
level  of  detail as the  baseline CPM Schedule, (ii) reflect the
Work as actually performed or as forecasted, and (iii)  show  any
other information requested by Owner.  Contractor shall submit to
Owner  current  updates  to the CPM Schedule on a monthly  basis,
which  shall  be  submitted  with each invoice.  Contractor shall
promptly correct  any errors or inconsistencies in the updates to
the  CPM  Schedule  identified   to   Contractor  by   Owner  and
resubmit  a corrected update for Owner's review.

            28.1.4    Approval  of  Baseline  CPM  Schedule   and
Updates to CPM Schedule.  Owner's approval, or lack of  approval,
of  the  baseline CPM Schedule and any review, or lack of review,
of the updated CPM  Schedule  shall  not  relieve  Contractor  of
any obligations  for  the  performance  of  the  Work, change the
Project Schedule,  nor  shall  it  be  construed to establish the
reasonableness of the CPM Schedule.  Notwithstanding any approval
by  Owner  of  the  baseline CPM Schedule or any  review  of  the
updated CPM Schedule, Owner shall be entitled to reasonably  rely
upon  the  baseline  CPM  Schedule and any  updates  to  the  CPM
Schedule,  including  reliance that Contractor  has  developed  a
comprehensive, reasonable and accurate schedule to  complete  the
Work within the times set forth in the Project Schedule.

     28.2 Progress  Reports  and  Meetings.  Contractor and Owner
shall  conduct   meetings  at   the Job Site or Shipyard  (or  at
another location designated by Owner and reasonably acceptable to
Contractor)  on  a  periodic  basis  (no  less  frequently   than
[monthly])  according  to a mutually

<PAGE> 83

agreed  schedule  throughout  construction   of  the  Facility to
thoroughly discuss the  progress  and  status of construction and
other matters arising during  the  prior  period.   Such meetings
shall be attended by  Contractor's Project Manager (or  his  duly
authorized  representative)  and  Owner's  Representative (or his
duly  authorized   representative),  and   by   such   additional
representatives of each Party  as  such Party may  desire.  Also,
on a monthly basis and  together  with each  invoice,  Contractor
shall  provide  Owner   with   a  progress report  containing the
following information with respect to  the Work:

          (i)  a    description   of   Contractor's    and    all
               Subcontractors' activities in performance  of  the
               Work and engineering, procurement and construction
               progress   as  compared  with  the  baseline   CPM
               Schedule (and, at the request of Owner, an updated
               CPM Schedule);

         (ii)  an  identification and evaluation of problems  and
               deficiencies   in  the  Work  (including   to   an
               evaluation of any factors which are anticipated to
               have a material effect on the Project Schedule);

        (iii)  a  description  of the Work which  has  been
               completed;

         (iv)  the  status  of  material, supplies and  equipment
               deliveries;

          (v)  an updated CPM Schedule;

         (vi)  certification  that  all  amounts   due   to   all
               Subcontractors  prior to the last  of  such  month
               have been paid;

        (vii)  a  detailed  description of  the  Milestones
               achieved  and  the  Work performed  prior  to  the
               period  covered by such report and the  extent  to
               which   scheduled  payments  therefor  have   been
               received;

       (viii)  safety  statistics required under Applicable
               Laws  and  Applicable  Codes  and  Standards   and
               quality    assurance   reports   (A)   from    the
               manufacturing  and fabrication facilities  of  all
               Subcontractors  and  (B)  with  respect   to   all
               construction activity at the Facility Site;

         (ix)  such  other  information as may  be  requested  by
               Owner and agreed to by Contractor, which agreement
               shall not be unreasonably withheld;

          (x)  a  description  of anticipated activities  in  the
               coming month.

Contractor shall be responsible for ensuring that performance  of
the Work proceeds in accordance with the CPM Schedule (as updated
from  time  to  time) and for coordinating the schedules  of  all
Subcontractors.

     28.3  Project Implementation Plan.  Contractor shall, within
twenty-one  (21)  days after receipt of the  notice  to  proceed,
deliver  to  Owner  for  Owner's review and  approval  a  project
implementation  plan that provides the guidelines  by  which  the
normal  working  relationships will

<PAGE> 84

be conducted   between   Owner,  Owner's    Representative    and
Contractor  (the   "Project Implementation  Plan").   The Project
Implementation  Plan  will contain,  among  other  materials,  an
organizational   chart, correspondence procedures, procedures for
the review of drawings (except to the extent already set forth in
Section 8.1) and Work progress, and verification procedures to be
implemented for Owner with respect to any Work provided on a cost
reimbursable basis.

     28.4 Recovery  Schedule.   If,  at  any  time   during   the
prosection of  the work,  (i) should any updated CPM Schedule  or
progress report show that any activity on the  critical  path  of
the  CPM  Schedule  is  delayed such that any stage of completion
under the Project Schedule, including Commercial Operation,  will
occur thirty (30) or more days after  the  applicable  completion
date set forth in the Project Schedule, including the  Guaranteed
Commercial Operation Date, or should Contractor fail to provide a
current  updated CPM Schedule in compliance with the requirements
of  this  Agreement  and  owner reasonably  determines  that  any
activity  on the critical path is delayed such that any stage  of
completion under the Project Schedule will occur thirty  (30)  or
more  days after the applicable completion date set forth in  the
Project Schedule and (ii) Contractor or any of its Subcontractors
or  Sub-subcontractors are responsible for such delay, Owner may,
in  addition  to any other remedies that it may have  under  this
Agreement, require that contractor prepare, at Contractor's cost,
a  schedule  to  explain and display how  it  intends  to  regain
compliance  with  the  Project  Schedule  ("Recovery  Schedule").
within seven (7) days of receipt of a written request from Owner,
Contractor shall prepare the Recovery Schedule and submit  it  to
Owner  for  its  review.  The Recovery Schedule  shall  represent
Contractor's  best judgment as to how it shall regain  compliance
with  the  Project Schedule.  Contractor shall participate  in  a
conference  with  Owner,  and with any other  person  whom  Owner
designates  to participate, to review and evaluate  the  Recovery
Schedule.   Any  revisions necessary as a result of  this  review
shall  be  resubmitted  for review by Owner.   In  preparing  and
executing  the  Recovery  Schedule,  Contractor  shall  take  all
reasonably necessary steps to regain compliance with the  Project
Schedule,   including  establishing  additional  shifts,   hiring
additional  manpower, paying or authorizing  overtime,  providing
additional  Construction Equipment, and resequencing  activities.
The  costs  incurred  by  Contractor in  executing  the  Recovery
Schedule  shall be to Contractor's account.  Owner's requirement,
review  and  approval of the Recovery Schedule shall not  relieve
Contractor of any obligations for performance of the Work, change
any  dates  in the Project Schedule or be construed to  establish
the  reasonableness of the Recovery Schedule. In the event  of  a
Dispute   between  the  parties  regarding  any  entitlement   to
execution  of  a Recovery Schedule, either Party shall  have  the
right  to  refer  the Dispute for resolution in  accordance  with
ARTICLE  XXV.  Pending resolution of any such Dispute, Contractor
shall  continue  its performance of the work in  accordance  with
this Agreement.

                          ARTICLE XXIX.


                          MISCELLANEOUS

     29.1 Validity   and   Enforceability.   The  invalidity   or
unenforceability  of any portion or provision of  this  Agreement
shall  not  affect the validity or enforceability  of  any  other
portion  or  provision.  Any invalid or unenforceable portion  or
provision  shall be deemed severed from this

<PAGE> 85

Agreement,  and  the balance  of the Agreement shall be construed
and enforced as if the  Agreement  did  not  contain such invalid
or  unenforceable  portion   or   provision.  Notwithstanding the
provisions  of  the  preceding   sentence,  should  any  term  or
provision  of   this  Agreement   be   found   invalid   by   any
Governmental Unit having jurisdiction  thereof, the Parties shall
immediately  renegotiate in good  faith  such  term  or provision
of  the  Agreement  to eliminate such invalidity.

     29.2 Governing Law.  This Agreement shall be governed by the
internal laws of the State of New York, without reference to  its
conflict  of  laws  principles  (other  than  New  York   General
Obligations  Law Section 5-1401).  The United Nations  Convention
on  Contracts for the International Sale of Goods shall not apply
to the Agreement and shall be disclaimed in and excluded from any
Subcontracts  entered into by Contractor in connection  with  the
Work or the Project.

     29.3 Waiver.  The waiver of any breach or failure to enforce
any of the terms, covenants or conditions of this Agreement shall
not  in   any  way  affect,  limit,  modify  or  waive the future
enforcement of such terms, covenants or conditions.

     29.4 Third-Party   Beneficiaries.  The  provisions  of  this
Agreement  are   intended   for  the  sole  benefit  of Owner and
Contractor,  and there  are  no  third-party beneficiaries  other
than  assignees contemplated by the terms herein;

     29.5 Contractor's  Employees.  Each  Party  agrees  that  it
shall  not,  for  a  period  of at least one year from Commercial
Operation,  employ  or  attempt  to  employ  any  employee on the
payroll  of  the  other Party or such Party's Affiliates, without
the prior written permission of such Party.

     29.6 Foreign  Corrupt  Practices Act.  Each Party shall, and
shall  cause  each  of  its  Subcontractors  and  the  agents and
employees  of each  of  them  to,  comply with all provisions  of
the Foreign Corrupt Practices Act of the United States (15 U.S.C.
sections 78dd-1 and 2)  and  all  applicable export and re-export
control laws  and regulations  and shall not take any action that
could  result  in either Party  or any of its Affiliates becoming
subject to any action, penalty or loss of benefits under such Act.

     29.7 Counterparts.  This  Agreement  may be  executed in any
number  of   counterparts   and   by   each  of  the  Parties  in
separate  counterparts,  each  of which when so executed shall be
deemed  to be  an  original and all of which taken together shall
constitute one and the same Agreement.

          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE> 86


     IN  WITNESS WHEREOF, the Parties have caused this  Agreement
to be executed as of the date and the year first above written.

                              SEABOARD CORPORATION,
                              as Owner


                              By:  /s/ Robert L. Steer
                                   Robert L. Steer
                                   Senior Vice President


                              WARTSILA FINLAND OY,
                              as Contractor


                              By:  /s/ Sampo Suvisaari
                                   Sampo Suvisaari
                                   General Manager

<PAGE> 87



                        ADDENDA/EXHIBITS
                               TO
                THE ENGINEERING, PROCUREMENT AND
                      CONSTRUCTION CONTRACT
                  DATED AS OF AUGUST 17, 2010,
               BY AND BETWEEN SEABOARD CORPORATION
                     AND WARTSILA FINLAND OY


Following  is  a  list  of  the  Addenda  and  Exhibits  to   the
Engineering, Procurement and Construction Contract  dated  as  of
August 17, 2010, by and between Seaboard Corporation and Wartsila
Finland  OY,  which  is  filed with the Securities  and  Exchange
Commission ("SEC").  Seaboard Corporation ("Seaboard") undertakes
to  provide  to  the SEC the Addenda and Exhibits, as  requested,
subject  to  Seaboard's  right to request confidential  treatment
under the Freedom of Information Act.

          Annex A -          Technical Specification
          Annex A.1 -        Spare Parts List W 18V50DF
          Annex A.2 -        W 50 Hand Tools
          Annex A.3 -        Turbo-charger TPL 76C List of Tools
          Annex A.4 -        ME Service Tools V50DF
          Annex A.5 -        Steam Turbine Spare Parts
          Annex A.6 -        HFO Separator Tools
          Annex A.7 -        Lube Oil Separator Tools
          Annex A.8 -        Emissions Data Sheet
          Annex B -          Scope of Supply List
          Annex C -          List of Preliminary Design Drawings
          Exhibit 2.1.1 -    Facility and Job Site Map
          Exhibit 2.1.5 -    List of Governmental Approvals to be
                             Obtained
          Exhibit 2.7 -      Term  Sheet  of Irrevocable Import  Letter
                             of Credit
          Exhibit 3.11 -     Form   of   Contractor  Performance
                             Guaranty
          Exhibit 3.2.4 -    List of Key Personnel
          Exhibit 6.1.1 -    Milestone Payment Schedule
          Exhibit 6.1.2(A) - Form of Invoice
          Exhibit 6.1.2(B) - Form   of   Milestone   Completion
                             Certificate
          Exhibit 6.1.2(C) - Form  of  Contractor's  Intermediate
                             "Lien and Claim Waiver" Certificate
          Exhibit 6.1.2(D) - Form of Subcontractor's Intermediate
                             "Lien and Claim Waiver" Certificate
          Exhibit 6.1.4(A) - Form of Contractor's Final "Lien and
                             Claim Waiver" Certificate
          Exhibit 6.1.4(B) - Form of Subcontractor's Final  "Lien
                             and Claim Waiver" Certificate
          Exhibit 10.2 -     Performance Test Guidelines
          Exhibit 10.4.2 -   Form   of  Mechanical  Completion
                             Certificate

<PAGE> 88


          Exhibit 10.5.4 -   Form of Performance Test Completion
                             Certificate
          Exhibit 10.6.2 -   Form   of  Commercial   Operation
                             Certificate
          Exhibit 10.8.2 -   Form  of  Substantial  Completion
                             Certificate
          Exhibit 10.10.2 -  Form of Final Completion Certificate
          Exhibit 11.1(A)    Form of Unilateral Change Order
          Exhibit 11.1(B)    Form of Mutual Change Order
          Exhibit 12.1       Approved Subcontractors
          Exhibit 13 -       Form of Warranty Bond
          Exhibit 14.1 -     Form of Bill of Sale
          Exhibit 16.6.2 -   Termination Payment Schedule
          Exhibit 18.1 -     Contractor Furnished Insurance
          Exhibit 28.1 -     Project Schedule

<PAGE> 89