_______________________________________________________________________________

                    ASSET PURCHASE AGREEMENT

                          BY AND AMONG

       TRANSCONTINENTAL CAPITAL CORPORATION (BERMUDA) LTD.

                          (AS SELLER),

                      SEABOARD CORPORATION

                       (AS SELLER PARENT),

                               AND

               PUEBLO VIEJO DOMINICANA CORPORATION

                           (AS BUYER),

                 dated as of SEPTEMBER 23, 2008

_______________________________________________________________________________



                        TABLE OF CONTENTS

                                                             Page

ARTICLE I       DEFINITIONS                                     1

     1.1  DEFINITIONS                                           1
     1.2  CONSTRUCTION                                         16

ARTICLE II      PURCHASE AND SALE OF ASSETS                    16

     2.1  PURCHASE AND SALE                                    16
     2.2  EXCLUDED ASSETS                                      18
     2.3  ASSUMPTION OF ASSUMED LIABILITIES                    19
     2.4  EXCLUDED LIABILITIES                                 19
     2.5  CLOSING; SELLER DELIVERY FAILURE                     20
     2.6  CLOSING DELIVERIES BY SELLER                         21
     2.7  CLOSING DELIVERIES BY BUYER                          23
     2.8  LOCAL DOMINICAN DOCUMENTS                            23
     2.9  SECURITY AGREEMENT                                   23
     2.10 ESCROW AGREEMENT                                     23
     2.11 CONDITIONS PRECEDENT TO RELEASE OF THE EFFECTIVE
           ESCROW DEPOSIT                                      24
     2.12 PRE-EFFECTIVE DATE INSPECTION                        25

ARTICLE III     PURCHASE PRICE; ADJUSTMENTS; ALLOCATIONS       25

     3.1  PURCHASE PRICE                                       25
     3.2  PAYMENT OF THE CLOSING DATE PAYMENT                  27
     3.3  ALLOCATION OF PURCHASE PRICE                         28
     3.4  NONASSIGNABILITY OF ASSETS                           28

ARTICLE IV   REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES  29

     4.1  ORGANIZATION                                         29
     4.2  AUTHORIZATION                                        29
     4.3  CONSENTS AND APPROVALS; NO VIOLATIONS                29
     4.4  TITLE                                                29
     4.5  ABSENCE OF MATERIAL ADVERSE EFFECT                   29
     4.6  LITIGATION                                           30
     4.7  COMPLIANCE WITH APPLICABLE LAW                       30
     4.8  CONTRACTS                                            30
     4.9  TAXES                                                30
     4.10 PERMITS                                              31
     4.11 BARGES AND TANGIBLE PERSONAL PROPERTY                31
     4.12 CERTAIN FEES                                         32
     4.13 CONDUCT IN THE ORDINARY COURSE                       32
     4.14 INSURANCE                                            32
     4.15 TRUTH                                                32
     4.16 ENVIRONMENTAL AND OTHER PERMITS AND LICENSES;
           RELATED MATTERS                                     32
     4.17 LABOR MATTERS AND EMPLOYEE BENEFITS                  33
     4.18 ABSENCE OF CERTAIN PAYMENT OBLIGATIONS               33

<PAGE> i

     4.19 NO OTHER REPRESENTATIONS OR WARRANTIES               33

ARTICLE V       REPRESENTATIONS AND WARRANTIES OF BUYER        34

     5.1  ORGANIZATION                                         34
     5.2  AUTHORIZATION                                        34
     5.3  CONSENTS AND APPROVALS; NO VIOLATIONS                34
     5.4  LITIGATION                                           34
     5.5  CERTAIN FEES                                         35
     5.6  BUYER QUALIFICATIONS                                 35
     5.7  INDEPENDENT REVIEW                                   35

ARTICLE VI      COVENANTS                                      35

     6.1  PRE-CLOSING COVENANTS                                35
     6.2  OPERATION AND MAINTENANCE OF ACQUIRED ASSETS         35
     6.3  ACCESS TO INFORMATION                                36
     6.4  CONSENTS                                             36
     6.5  FURTHER ASSURANCES                                   37
     6.6  WIND DOWN                                            37
     6.7  SHIPPING OF ACQUIRED ASSETS FROM DELIVERY POINT      44
     6.8  PUBLIC ANNOUNCEMENTS                                 44
     6.9  TAX MATTERS                                          44
     6.10 CONFIDENTIALITY                                      45
     6.11 SOLICITATION BY BUYER                                45
     6.12 INSURANCE COVERAGE; RISK OF LOSS                     46
     6.13 TRANSFER TAXES; EXPENSES; VAT                        46
     6.14 ASSISTANCE IN COLLECTING CERTAIN AMOUNTS             46
     6.15 EXCLUDED LIABILITIES                                 47
     6.16 ESCROW                                               47
     6.17 DR EMPLOYEES WARRANTY                                47
     6.18 PERMITS                                              47
     6.19 CERTIFICATIONS                                       47

ARTICLE VII     INDEMNIFICATION                                48

     7.1  INDEMNIFICATION OBLIGATIONS OF SELLER PARTIES        48
     7.2  INDEMNIFICATION OBLIGATIONS OF BUYER                 48
     7.3  SURVIVAL                                             49
     7.4  INDEMNIFICATION PROCEDURE                            49
     7.5  SELLER LIABILITY LIMITS                              50
     7.6  BUYER LIABILITY LIMITS                               52
     7.7  REASONABLE STEPS TO MITIGATE                         53
     7.8  EXCLUSIVE REMEDIES                                   53
     7.9  FORCE MAJEURE LOSSES                                 53

ARTICLE VIII    TERMINATION                                    53

     8.1  TERMINATION                                          53
     8.2  PROCEDURE AND EFFECT OF TERMINATION                  54
     8.3  TERMINATION FEES                                     55
     8.4  NO DUPLICATE PAYMENTS                                56

<PAGE> ii

ARTICLE IX      MISCELLANEOUS                                  56

     9.1  FEES AND EXPENSES                                    56
     9.2  NOTICES                                              56
     9.3  SEVERABILITY                                         59
     9.4  BINDING EFFECT; ASSIGNMENT                           59
     9.5  NO THIRD-PARTY BENEFICIARIES                         59
     9.6  ENTIRE AGREEMENT                                     59
     9.7  GOVERNING LAW AND CHOICE OF FORUM                    59
     9.8  WAIVER OF JURY TRIAL                                 60
     9.9  PROCESS AGENTS                                       60
     9.10 SPECIFIC PERFORMANCE                                 60
     9.11 COUNTERPARTS                                         60
     9.12 AMENDMENT; MODIFICATION                              61
     9.13 DISCLOSURE SCHEDULES                                 61
     9.14 WAIVER                                               61


<PAGE> iii

Exhibits

Exhibit A Form of Assignment and Assumption Agreement
Exhibit B Form of Bills of Sale
Exhibit C Form of Escrow Agreement
Exhibit D Protocol of Delivery and Acceptance
Exhibit E Form of Security Agreement
Exhibit F Form of Transfer Deed
Exhibit G Form of Notice to the Dominican Tax Authorities
Exhibit H Form of Notice to the Dominican Labor Department
Exhibit I Form of Hipoteca Naval
Exhibit J Form of Monthly Maintenance Report
Exhibit K Form of Contrato de Prenda de la Concesion
Exhibit L Form of Contrato de Prenda sin Desapoderamiento
Exhibit M Fuel Calculation Example
Exhibit N Replacement Power Example

Schedules

Schedule 1.1(a)     Hull Test Guidelines for Minimum Hull Standards
Schedule 1.1(b)     Knowledge of Buyer
Schedule 1.1(c)     Knowledge of Seller
Schedule 1.1(d)     Performance Test Guidelines for Baseline Performance Levels
Schedule 1.1(e)     Permitted Liens
Schedule 1.1(f)     Prudent Standards and Practices
Schedule 1.1(g)     Hull Maintenance
Schedule 1.1(h)     Effective Date Certificate
Schedule 1.1(i)     Known Hull Repair Issues On or Before Presigning Inspection
Schedule 2.1(a)     Generation Assets
Schedule 2.1(b)     Spare Parts Expected to be on Hand at Closing
Schedule 2.1(c)     Tangible Personal Property
Schedule 2.1(d)     Contracts
Schedule 2.1(g)     Permits
Schedule 2.2(g)     Events or Occurrences for Claims
Schedule 3.2        Inventory Schedule
Schedule 3.3        Allocation of Purchase Price
Schedule 4.5        Certain Exceptions
Schedule 4.6        Litigation
Schedule 4.8        Contingencies with Respect to Contracts
Schedule 4.9        Taxes
Schedule 4.10       Permit Exceptions
Schedule 4.14       Insurance
Schedule 4.15       Data and Documents
Schedule 4.16       Environmental Matters
Schedule 4.17       Schedule of Employees and Benefits
Schedule 6.11       Restricted Employees

<PAGE> iv

                    ASSET PURCHASE AGREEMENT


     THIS  ASSET  PURCHASE AGREEMENT, dated  September  23,  2008
(this  "Agreement"),  is  made and  entered  into  by  and  among
TRANSCONTINENTAL CAPITAL CORPORATION (BERMUDA)  LTD.,  a  Bermuda
company  limited  by shares ("Seller"), SEABOARD  CORPORATION,  a
Delaware   corporation  ("Seller  Parent"),  and   PUEBLO   VIEJO
DOMINICANA  CORPORATION, a Barbados corporation registered  as  a
branch  in  the  Dominican Republic ("Buyer").  Each  of  Seller,
Seller Parent and Buyer are sometimes individually referred to in
this Agreement as a "Party" and collectively as the "Parties."

                      W I T N E S S E T H:

     WHEREAS,  Buyer  and  Seller  desire  to  enter  into   this
Agreement  pursuant to which (i) Seller will sell to  Buyer,  and
Buyer  will purchase from Seller, certain assets, and (ii) Seller
will  assign,  and  Buyer  will assume, certain  liabilities  and
obligations  of Seller associated with such assets (collectively,
the "Acquisition");

     WHEREAS,  Seller  Parent also desires  to  enter  into  this
Agreement  and  undertake certain obligations and assume  certain
liabilities in connection with the Acquisition; and

     WHEREAS, the Parties desire to make certain representations,
warranties,  covenants  and agreements  in  connection  with  the
Acquisition.

     NOW,  THEREFORE, in consideration of the foregoing  and  the
respective representations, warranties, covenants, agreements and
conditions  contained  in this Agreement,  and  intending  to  be
legally bound hereby, the Parties agree as follows:

                            ARTICLE I
                           DEFINITIONS

     1.1   Definitions.  The following terms,  as  used  in  this
Agreement, have the following meanings:

     "Accrued  Employee  Termination Amount"  means  the  accrued
termination and severance benefits under the laws and regulations
of the Dominican Republic due from the beginning of employment up
until  the  actual date of transfer of employment from Seller  to
Buyer for those employees of Seller.

     "Acquired Assets" has the meaning set forth in Section  2.1.

     "Acquisition" has the meaning set forth in the Recitals.

     "Affiliate"  of any specified Person means any other  Person
directly  or  indirectly Controlling or Controlled by,  or  under
common Control with, such specified Person.

     "Agreed kWh Rate" means the sum of (a) 2.6 cents (U.S.) plus
(b)  the product of the Heat Rate Baseline multiplied by the Fuel
Cost divided by the BTU per BBL.

<PAGE>

     "Agreement" has the meaning set forth in the Preamble.

     "Ambient   Conditions"  has  the  meaning   set   forth   in
Schedule 1.1(d).

     "Ancillary  Documents" means the Seller Ancillary  Documents
and Buyer Ancillary Documents.

     "Assignment  and  Assumption Agreement" means  that  certain
Assignment  and  Assumption Agreement, by and between  Buyer  and
Seller, in substantially the form attached hereto as Exhibit A.

     "Assumed   Liabilities"  has  the  meaning  set   forth   in
Section 2.3 .

     "Barge  A"  means,  as at the date of the  signing  of  this
Agreement,  the Panamanian flagged barge, "Estrella  Del  Norte",
Patente de Navegacion No. 19564-PEXT-1, and the Generation Assets
owned  and operated by Seller thereon, which is currently located
at  Avenida La Marina (Avenida del Puerto) Muelle Timbeque, Santo
Domingo, Distrito Nacional, Dominican Republic.

     "Barge A Purchase Price" means Nineteen Million Five Hundred
Thousand Dollars (U.S. $19,500,000).

     "Barge  B"  means,  as at the date of the  signing  of  this
Agreement,  the Panamanian flagged barge, "Estrella Del  Mar  I",
Patente  de Navegacion No. 28070-01-B, and the Generation  Assets
owned  and operated by Seller thereon, which is currently located
at  Avenida La Marina (Avenida del Puerto) Muelle Timbeque, Santo
Domingo, Distrito Nacional, Dominican Republic.

     "Barge  B  Purchase  Price" means  Forty-Nine  Million  Five
Hundred Thousand Dollars (U.S. $49,500,000).

     "Barges" has the meaning set forth in Section 2.1 (a).

     "Base   Purchase  Price"  has  the  meaning  set  forth   in
Section 3.1 .

     "Baseline  Hull  Condition" means the state of  the  Barges'
hulls  as determined during the Pre-Effective Date Inspection  in
accordance  with  the  Hull Test Guidelines  and  the  Hull  Test
Procedures,  listed in Schedule 1.1(a), which, for the  avoidance
of  doubt,  shall take into account, in the case of the covenants
to  be  performed by Seller pursuant to Section  6.2(a)  and  the
tests  and  covenants  to  be performed in  connection  with  the
Closing  in  accordance  with Section  6.6  ,  any  tolerance  or
degradation  expressly permitted by the Hull Test Guidelines  and
the Hull Test Procedures.

     "Baseline  Performance Levels" means those levels determined
during  the  Pre-Effective  Date Inspection  for  the  Heat  Rate
Baseline,  the  Net  Electrical Capacity Baseline,  the  Capacity
Factor Baseline, the Lubricating Oil Consumption Baseline,  Stack
Emissions Baseline and the Noise Emissions Baseline (with respect
to the Generation Assets operating individually or simultaneously
in  compliance  with  all applicable Laws and  within  acceptable
operating limits as

<PAGE> 2

recommended      by     the     manufacturer    and     specified
in the manufacturer's operations and maintenance manuals), tested
in  accordance  with  the  Performance Test  Guidelines  and  the
Performance Test Procedures, which, for the avoidance  of  doubt,
shall  take  into  account, in the case of the  covenants  to  be
performed by Seller pursuant to Section 6.2(a) and the tests  and
covenants  to  be  performed in connection with  the  Closing  in
accordance  with Section 6.6 , (a) any tolerance  or  degradation
expressly  permitted  by  the  Performance  Test  Guidelines  and
Performance  Test Procedures and (b) with respect  to  the  Noise
Emissions Baseline, the fact that Seller's obligations  shall  be
limited as provided in Section 4.F.3 of Schedule 1.1(d).

     "Baseline Termination Notice" has the meaning set  forth  in
Section 2.12 .

     "Bills  of Sale" means those bills of sale required  by  the
Dominican Republic to register the Barges in Buyer's name in  the
form attached hereto as Exhibit B.

     "Books and Records" has the meaning set forth in Section 2.1
(e).

     "BTU  per  BBL"  means an amount equal to  product  of  fuel
density in kg/m3 and lower heating value in MJ/kg multiplied by a
factor  of 150.7.  The values for fuel density and lower  heating
values will be based on actual fuel sample test results that will
be  obtained  from  a  reputable lab.  In situations  where  fuel
sample  results  are  not  available,  a  generalized  value   of
6,000,000 BTU/barrel will be used.

     "Business Day" means any day except Saturday, Sunday or  any
day  on  which banks are generally not open for business  in  The
City  of  New  York,  United States, or Santo Domingo,  Dominican
Republic.

     "Buyer" has the meaning set forth in the Preamble.

     "Buyer   Ancillary   Document"  means   any   deed,   public
instrument, certificate, agreement, document or other instrument,
other  than this Agreement, to be executed and delivered by Buyer
or  any  Affiliate  of Buyer in connection with  the  Acquisition
pursuant to this Agreement.

     "Buyer  Fundamental  Representations" has  the  meaning  set
forth in Section 7.2 (a).

     "Buyer  Indemnified Parties" means Buyer and its  Affiliates
and  each  of  their  respective officers, directors,  employees,
agents, successors and permitted assigns.

     "Buyer  Interest  Payment" means  an  amount  calculated  at
simple  interest at the rate of two and one-half  percent  (2.5%)
per annum on the amount of the Escrow Deposit for the time period
commencing  on  and  including March 1, 2009 and  ending  on  and
including the date on which the Escrow Deposit is deposited  with
the Escrow Agent by Buyer pursuant to Section 3.1 (b).

     "Capacity   Factor"   has   the   meaning   set   forth   in
Schedule 1.1(d).

     "Capacity  Factor  Baseline" has the meaning  set  forth  in
Schedule 1.1(d).

     "Capacity  Factor  Test"  has  the  meaning  set  forth   in
Schedule 1.1(d).

<PAGE> 3


     "Chase  Lien"  means  the pledge on  the  assets  of  Seller
created  in  the  public  records of  Bermuda  under  the  Pledge
Agreement,  dated  as  of  January  19,  1990,  between  Seaboard
Overseas   Limited  and  The  Chase  Manhattan   Bank   (National
Association),  as  amended  by  Amendment  No.  1,  dated  as  of
November  24, 1993, among Seaboard Overseas Limited, Seller,  and
The Chase Manhattan Bank (National Association).

     "Chosen   DR  Employees"  has  the  meaning  set  forth   in
Section 6.11 .

     "Closing" has the meaning set forth in Section 2.5(a).

     "Closing Date" has the meaning set forth in Section 2.5(a).

     "Closing  Date  Payment"  has  the  meaning  set  forth   in
Section 3.1 (c).

     "Closing   Notice"   has   the   meaning   set   forth    in
Section 2.5(a).

     "Commercially Reasonable Efforts" means efforts which do not
require  the performing Party to expend material funds  or  incur
material obligations.

     "Concession" means (i) that concession granted to Seller for
the generation, distribution and commercialization of electricity
produced  by  its power plant installed on Barge  A  pursuant  to
Resolution  3-92 of the Directorio de Desarrollo y Reglamentacion
de  la  Industria de la Energia Electrica (DDRIE)  on  April  13,
1992,  pursuant to Law 14-90, and Resolution No. 24-2001  of  the
Superintendence of Electricity dated October 9, 2001, (ii)  those
documents  granting  to  the Seller  the  legal  rights  for  the
generation, distribution and commercialization of the electricity
produced  by  its power plant installed on Barge B,  including  a
certain  power purchase agreement executed with the  then  state-
owned    electricity   company,   Corporacion    Dominicana    de
Electricidad,  dated  June  2,  1989,  and  its  amendments,  and
Resolution  No.  24-2001  of the Superintendence  of  Electricity
dated  October  9,  2001,  and (iii)  the  Generation  Concession
granted  by  the Dominican State to the Transcontinental  Capital
Corporation (Bermuda) Ltd. in connection with the Barges pursuant
to General Electricity Law No. 125-01.

     "Confidential  Information" has the  meaning  set  forth  in
Section 6.10 .

     "Contracts" has the meaning set forth in Section 2.1 (d).

     "Control"  when  used with respect to any specified  Person,
means  the  power to direct the management and policies  of  such
Person, directly or indirectly, whether through the ownership  of
voting securities, by contract or otherwise.

     "Damaged  Assets" has the meaning set forth in  Section  6.6
(c).

     "Damage  Period" has the meaning set forth  in  Section  6.6
(f).

     "Decommission  Certificate" has the  meaning  set  forth  in
Section 6.19 (a).

<PAGE> 4


     "Decommission Non-Authorization Event" means the failure  of
Seller,  after  exercising Commercially  Reasonable  Efforts,  to
obtain,  on  or  before  September  30,  2009,  the  Decommission
Certificate.

     "Delinquent   Barge(s)"  has  the  meaning  set   forth   in
Section 6.6 (f).

     "Delinquent  Date" has the meaning set forth in Section  6.6
(f).

     "Delivery   Point"   has   the   meaning   set   forth    in
Section 6.6(a)(i).

     "Delivery   Window"  means  the  sixty   (60)   day   period
immediately  following  the Wind Down  Date  unless  extended  in
accordance with Section 6.6 (b) due to a Force Majeure Event.

     "Dollars"  or  "U.S.  $" means the lawful  currency  of  the
United States of America.

     "DR Employees" has the meaning set forth in Section 4.17 .

     "Dry  Dock  Force Majeure Event" means items (a), (b),  (c),
(d)  and (e) of the definition of Force Majeure Event except that
with respect to items (a) and (c) it includes naturally occurring
phenomena  to  the  extent occurring in the Caribbean,  and  with
respect  to item (d) to the extent that there are no dry  docking
facilities available for the Barges in the Caribbean after  Buyer
has   used  Commercially  Reasonable  Efforts,  after  Buyer  has
delivered the Wind Down Notice to Seller, to procure reservations
for dry docking for the Barges.

     "Early  Decommission Date" means (a) if the Extension Period
is zero days, then the "Early Decommission Date" is the Wind Down
Date  and  (b) if the Extension Period is one (1) or  more  days,
then  the "Early Decommission Date" is the last calendar  day  of
the  period  which commences on the Wind Down Date and  ends  "X"
number  of  days immediately following the Wind Down Date,  where
"X"  is  equal  to the number of days included in  the  Extension
Period.

     "Early  Decommission Payment" means an amount equal  to  the
lesser  of (A) Three Million Seven Hundred Fifty Thousand Dollars
(U.S.  $3,750,000)  or (B) the product of (1) Forty-One  Thousand
Six  Hundred  Sixty-Seven Dollars (U.S. $41,667)  times  (2)  the
number  of days (inclusive) during the period commencing  on  the
Early Decommission Date and ending on December 31, 2010.

     "Early  Termination  Event" means  the  failure  of  Seller,
despite Seller's exercise of Commercially Reasonable Efforts,  to
satisfy  the  condition  set  forth  in  Section  2.11   (b)   or
Section  2.11  (c) by September 30, 2009, if such  has  not  been
permanently waived by Buyer in writing by October 31, 2009.

     "Effective  Date"  means the eleventh  (11th)  Business  Day
after Buyer has given Seller the Effective Date Certificate.

     "Effective Date Certificate" has the meaning set   forth  in
Section 2.12 .

     "Effective  Escrow  Deposit" has the meaning  set  forth  in
Section 3.1 (a).


<PAGE> 5


     "Effective Escrow Deposit Date" has the meaning set forth in
Section 3.1 (a).

     "Effective Escrow Deposit Release Date" has the meaning  set
forth in Section 2.11 .

     "Effluent   Emissions"  has  the  meaning   set   forth   in
Schedule 1.1(d).

     "Effluent Emissions Baseline" has the meaning set  forth  in
Schedule 1.1(d).

     "Effluent  Emissions  Test" has the  meaning  set  forth  in
Schedule 1.1(d).

     "Environmental Laws" means all Laws, as in effect as of  the
date hereof or as in effect with respect to any time period after
the  date  hereof but prior to, and including the  date  of,  the
Closing  Date, with respect to the Acquired Assets and the  Power
Business   and  any  judicial  or  administrative  interpretation
thereof, including any judicial or administrative order,  consent
decree  or judgment, relating to the environment, health, safety,
natural resources or hazardous materials.

     "Environmental   Permits"  means  all  permits,   approvals,
identification   numbers,  licenses  and   other   authorizations
required under or issued pursuant to any applicable Environmental
Law with respect to the Acquired Assets or the power business.

     "Escrow  Account"  means  a United  States  Dollar  interest
bearing account at Escrow Agent.

     "Escrow Agent" means the Bank of New York.

     "Escrow Agreement" means that escrow agreement by and  among
Seller, Buyer and the Escrow Agent in the form of Exhibit C.

     "Escrow  Deposit" has the meaning set forth in  Section  3.1
(b).

     "Escrow Fraction" means the fraction, the numerator of which
is the amount of the Escrow Deposit which is to be paid to Seller
on  the  Closing Date, and the denominator of which is the  total
amount  of the Escrow Deposit (determined as of the Closing  Date
prior to any distribution thereof to Buyer or Seller).

     "Escrow  Interest  Amount"  has the  meaning  set  forth  in
Section 3.1 (b).

     "Escrow Shortfall" has the meaning set forth in Section II.2
of the Escrow Agreement.

     "Excluded Assets" has the meaning set forth in Section 2.2 .

     "Excluded  Liabilities"  has  the  meaning  set   forth   in
Section 2.4 .

     "Extension  Period"  means (a) if the  Closing  Date  occurs
within  sixty  (60)  days  after the Wind  Down  Date,  then  the
"Extension  Period" is zero days, (b) if the Closing Date  occurs
after  the sixtieth (60th) day following the Wind Down Date,  and
the  delay beyond such sixtieth (60th) day is due solely to delay
or   nonperformance  by  Buyer  of  its  obligations  under  this
Agreement, then the "Extension Period" is zero days or (c) if the
Closing  Date occurs after the


<PAGE> 6

sixtieth (60th) day following  the  Wind Down Date, and the delay
beyond such sixtieth (60th) day  is for any  reason  (including a
Force Majeure Event  or  delay or nonperformance by Seller of its
obligations under this Agreement) not  listed in clause (b), then
the "Extension Period" is equal to the number of days (inclusive)
in the period commencing  on the sixty-first (61st) day following
the Wind Down Date and ending on  the earlier of the Closing Date
or December 31, 2010.

     "Final  Testing  Period"  has  the  meaning  set  forth   in
Section 6.6 (a)(ii).

     "Financing  Party" means any Person providing  financing  to
Buyer   and  its  Affiliates,  including  any  trustee  or  agent
representing such Person.

     "First Anniversary" means the first anniversary of the  date
as   of   which  Buyer  has  filed  an  action  seeking  specific
performance  by  Seller  of  this Agreement  or  the  Acquisition
following the failure of the Closing to have occurred as required
by this Agreement with respect to a Delinquent Barge.

     "First   Closing  Date"  has  the  meaning  set   forth   in
Section 6.6 (e).

     "Force  Majeure  Event" means any of  the  following  events
which   are  outside  of  the  asserting  Party's  control   that
materially and adversely affect the performance by that Party  of
its  obligations  (other  than  payment  obligations)  under   or
pursuant to this Agreement:

          (a)  the following naturally occurring phenomena to the
     extent  occurring  in  the  Dominican  Republic: acts of God
     including storms, floods, hurricanes, tornadoes, earthquakes,
     tsunamis,  volcanic  eruptions, landslides, famines, plagues
     or epidemics;

          (b)  fires and explosions;

          (c)  to  the  extent such events occur in the Dominican
     Republic: sabotage, wars, blockades, insurrections, riots or
     acts of terrorism;

          (d)  to  the  extent such events occur in the Dominican
     Republic:  impossibility  to  obtain  materials,   supplies,
     permits or labor; or

          (e)  any  laws,  orders,  rules,  regulations,  acts or
     restraints of any Governmental Entity or authority (civil or
     military)  (that  are  not  attributable  to  the  acts   or
     omissions  or  provocation  of the asserting Party, or their
     respective contractors, subcontractors, employees, officers,
     directors or agents) to the extent such laws, orders, rules,
     regulations acts or restraints directly affect the ownership
     (or  ability  to  transfer  ownership)  or  operation of the
     Acquired Assets,

so   long  as  the  foregoing  are  not within the control of the
asserting  Party  and  which  by  the  exercise of due diligence,
oversight  and  planning the asserting Party is unable to prevent
or overcome.  For  the purposes of this Agreement, the expression
"due diligence, oversight  and  planning" means the level of duty
and care expected of a reasonable  and prudent operator of assets
similar to,  or  like,  the  Acquired  Assets.  No consequence or
circumstances knowingly created by,  and  no  intentional  act or
omission  of,  the  asserting  Party  or  any of its contractors,
subcontractors, agents, employees,  officers  or directors of the
foregoing shall ever (a) constitute

<PAGE> 7

a Force Majeure Event or  (b) relieve the asserting Party from an
obligation or requirement hereunder.  Any increase in the cost of
performance not resulting from the Force Majeure Event  shall not
be a Force Majeure Event.

     "Force  Majeure Delivery Failure" has the meaning set  forth
in Section 6.6 (b).

     "Force  Majeure  Exclusion" has the  meaning  set  forth  in
Section 6.6 (b).

     "Force  Majeure  Notice"  has  the  meaning  set  forth   in
Section 6.6 (b).

     "Force  Majeure Termination" has the meaning  set  forth  in
Section 6.6 (b).

     "Fuel Cost" means the sum of (a)(i) 40% times the cost of  a
barrel  of  Fuel Oil No. 6 (1% sulfur) for the day  in  question,
which  cost  of  a  barrel shall be determined for  the  purposes
hereof  by taking the average of the high and low price for  such
day as published by Platts U.S. Marketscan under the heading Gulf
Coast  Waterborne, plus (ii) 60% times the cost of  a  barrel  of
Fuel Oil No. 6 (3% sulfur) for the day in question, which cost of
a  barrel  shall be determined for the purposes hereof by  taking
the average high and low price for such day as reported by Platts
U.S.  Marketscan  under  the heading Gulf Coast  Waterborne  plus
(b) $7 per barrel.  An example of such calculation is attached as
Exhibit M.

     "Fuel Oil" has the meaning set forth in Schedule 1.1(d).

     "Fuel Samples" has the meaning set forth in Schedule 1.1(d).

     "Generation Assets" has the meaning set forth in Section 2.1
(a).

     "Governmental  Entity" means any nation or  government,  any
state,  municipality or other political subdivision  thereof,  or
any  court,  administrative  or  regulatory  agency,  department,
instrumentality,   body  or  commission  or  other   governmental
authority or agency, domestic or foreign.

     "Heat Rate" has the meaning set forth in Schedule 1.1(d).

     "Heat   Rate  Baseline"  has  the  meaning  set   forth   in
Schedule 1.1(d).

     "Heat   Rate   Test"   has   the  meaning   set   forth   in
Schedule 1.1(d).

     "Hull  Escrow Amount" means, in the case where  both  Barges
are  being sold to Buyer by Seller at the Closing, Three  Million
Dollars  (U.S. $3,000,000) and, in the case where only one  Barge
is being sold to Buyer by Seller at the Closing, One Million Five
Hundred Thousand Dollars (U.S. $1,500,000).

     "Hull  Maintenance"  means,  with  respect  to  the  Barges,
inspections and servicing of their hulls in accordance  with  the
guidelines set forth in Schedule 1.1(g).

     "Hull  Net  Repair  Cost"  has  the  meaning  set  forth  in
Section 6.6 (a)(iii).

     "Hull  Test  Guidelines"  has  the  meaning  set  forth   in
Schedule 1.1(a).

<PAGE> 8

     "Hull  Test  Procedures"  has  the  meaning  set  forth   in
Schedule 1.1(a).

     "Income  Tax"  means  any tax (whether U.S.,  Panamanian  or
Dominican  or  any Governmental Entity of the U.S.  or  Dominican
Republic)  based  on or measured by reference to  net  income  or
capital  gains,  including  any  interest,  penalty  or  addition
thereto, whether disputed or not.

     "Indebtedness"  means, with respect to any Person,  (a)  all
indebtedness  of  such  Person, whether or  not  contingent,  for
borrowed  money;  (b)  all obligations of  such  Person  for  the
deferred  purchase  price  of  property  or  services;  (c)   all
obligations of such Person evidenced by notes, bonds,  debentures
or  other  similar instruments; (d) all indebtedness  created  or
arising  under  any  conditional sale or  other  title  retention
agreement with respect to property acquired by such Person  (even
though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession  or
sale  of  such property); (e) all obligations of such  Person  as
lessee  under  leases  that have been or should  be  recorded  as
capital leases; (f) all obligations, contingent or otherwise,  of
such  Person  under  acceptance,  letter  of  credit  or  similar
facilities;  (g)  all  obligations of such  Person  to  purchase,
redeem,  retire,  defease  or otherwise  acquire  for  value  any
capital  stock of such Person or any warrants, rights or  options
to  acquire such capital stock, valued, in the case of redeemable
preferred  stock, at the greater of its voluntary or  involuntary
liquidation preference plus accrued and unpaid dividends; (h) all
Indebtedness  of  others referred to in clauses (a)  through  (g)
above  guaranteed directly or indirectly in any  manner  by  such
Person,  or in effect guaranteed directly or indirectly  by  such
Person  through  an  agreement  (i)  to  pay  or  purchase   such
Indebtedness  or to advance or supply funds for  the  payment  or
purchase  of such Indebtedness, (ii) to purchase, sell  or  lease
(as  lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make  payment
of such Indebtedness or to assure the holder of such Indebtedness
against  loss,  (iii) to supply funds to or in any  other  manner
invest in the debtor (including any agreement to pay for property
or  services irrespective of whether such property is received or
such  services  are  rendered) or  (iv)  otherwise  to  assure  a
creditor  against loss; and (i) all Indebtedness referred  to  in
clauses (a) through (g) above secured by (or for which the holder
of  such  Indebtedness  has  an  existing  right,  contingent  or
otherwise,  to  be  secured  by)  any  encumbrance  on   property
(including  accounts and contract rights) owned by  such  Person,
even though such Person has not assumed or become liable for  the
payment of such Indebtedness.

     "Indemnified  Party"  means  a Buyer  Indemnified  Party  or
Seller Indemnified Party, as applicable.

     "Indemnifying   Party"  has  the  meaning   set   forth   in
Section 7.4(a).

     "Insured  Event" has the meaning set forth  in  Section  6.2
(d).

     "Interest  Rate" means two and one-half percent  (2.5%)  per
annum.

     "Inventory   Schedule"  has  the  meaning   set   forth   in
Section 3.2 .

     "Knowledge of Buyer" means the actual knowledge  as  of  the
date  hereof or the Closing Date of any of the individuals listed
on Schedule 1.1(b), as well as any successor to those

<PAGE> 9

individuals  or  similar  positions  if such positions  no longer
exist; it  being  understood  that   all  managerial  persons  of
Buyer  are  hereby included.

     "Knowledge of Seller" means the actual knowledge as  of  the
date hereof or the Closing Date of (a) any of the six individuals
listed on Schedule 1.1(c) under the caption "Executive Group", as
well  as  any  successor  to  any of  those  individuals  or  any
individual  holding  a  position with  similar  responsibilities,
(b)  all  managerial persons of Seller and all managerial persons
of  Seller Parent who have responsibility for the Power Business,
and  (c)  in the case of Section 4.11, in addition to the persons
described  in  the  foregoing clauses (a)  and  (b),  those  four
individuals listed on Schedule 1.1(c) under the caption  "Persons
Reviewing Sections 4.5 and 4.11".

     "Known  Hull Repair Issues" means those items needing repair
listed on Schedule 1.1(i).

     "Law"   means   any   material   statutes,   rules,   codes,
regulations,  ordinances or orders of, or issued by, Governmental
Entities.

     "Liens" means mortgages, liens, pledges, security interests,
charges,  claims,  restrictions and  encumbrances  filed  in  the
public records.

     "Loss" has the meaning set forth in Section 7.1 .

     "Lubricating Oil Consumption" has the meaning set  forth  in
Schedule 1.1(d).

     "Lubricating Oil Consumption Baseline" has the  meaning  set
forth in Schedule 1.1(d).

     "Lubricating Oil Consumption Test" has the meaning set forth
in Schedule 1.1(d).

     "Major Delivery Failure" means, with respect to a Barge, the
failure of four (4) or more engine generation sets on that  Barge
to  operate  in  a  manner, which meets  the  Required  Operating
Condition of those engines.

     "Market Rates" has the meaning set forth in Section 6.6 (f).

     "Material Adverse Effect" means a material adverse effect on
the  physical  and  operating condition of the  Acquired  Assets,
taken  as a whole; provided, however, that in determining whether
there  has  been  or  would be a "Material Adverse  Effect",  any
adverse change in the Acquired Assets, taken as a whole, that  is
cured by Seller before the earlier of (a) five (5) Business  Days
before  the  anticipated Closing Date and (b) the date  on  which
this  Agreement is terminated pursuant to Section  8.1  shall  be
taken into account.

     "Mining Project" has the meaning set forth in Section 9.4 .

     "Minor  Delivery Failure" means the failure of  any  of  the
Acquired  Assets to operate in a manner, which meets the Required
Operating Condition if such failure does not constitute  a  Major
Delivery Failure.

     "Mortgage  Certificates" means the certificates referred  to
in Section 2.11 (c).

<PAGE> 10

     "Net  Electrical  Capacity" has the  meaning  set  forth  in
Schedule 1.1(d).

     "Net Electrical Capacity Baseline" has the meaning set forth
in Schedule 1.1(d).

     "Net  Electrical  Output"  has  the  meaning  set  forth  in
Schedule 1.1(d).

     "No Hire Period" has the meaning set forth in Section 6.11 .

     "Noise   Emissions"   has   the   meaning   set   forth   in
Schedule 1.1(d).

     "Noise  Emissions  Baseline" has the meaning  set  forth  in
Schedule 1.1(d).

     "Noise  Emissions  Test"  has  the  meaning  set  forth   in
Schedule 1.1(d).

     "No Power Day" has the meaning set forth in Section 6.6 (f).

     "Option A" has the meaning set forth in Section 6.6 (d).

     "Option B" has the meaning set forth in Section 6.6 (d).

     "Option C" has the meaning set forth in Section 6.6 (e)(i).

     "Option  C-1"  has  the  meaning set forth  in  Section  6.6
(e)(i).

     "Option  C-2"  has  the  meaning set forth  in  Section  6.6
(e)(i).

     "Option D" has the meaning set forth in Section 6.6 (e)(ii).

     "Partial  Termination Escrow Payment" means  an  amount  (in
U.S.  Dollars)  equal to the sum of (a) the  lesser  of  (i)  the
Escrow  Deposit  or (ii) the Partial Termination  Purchase  Price
Adjustment plus (b) the Partial Termination Interest Payment.

     "Partial  Termination Interest Payment" means an amount  (in
U.S.  Dollars)  equal  to (a) the amount of the  Escrow  Interest
Amount  (determined as of the Business Day immediately  preceding
the  Business  Day  on which the Escrow Agent  pays  the  Partial
Termination  Escrow  Payment  to Buyer  pursuant  to  the  Escrow
Agreement) multiplied by (b) a fraction, the numerator  of  which
is  the  Partial  Termination Purchase Price Adjustment  and  the
denominator  of  which  is  the  Escrow  Deposit  (both  in  U.S.
Dollars);  provided,  however, that if  the  Partial  Termination
Purchase  Price  Adjustment is equal to or more than  the  Escrow
Deposit, then the "Partial Termination Interest Payment" means an
amount equal to the Escrow Interest Amount (determined as of  the
immediately preceding Business Day on which the Escrow Agent pays
the  Partial Termination Escrow Payment to Buyer pursuant to  the
Escrow Agreement).

     "Partial  Termination  Payment" means  an  amount  (in  U.S.
Dollars), if any, equal to the excess, if any, of (a) the Partial
Termination  Purchase  Price  Adjustment  over  (b)  the   Escrow
Deposit.

     "Partial  Termination  Purchase Price Adjustment"  means  an
amount equal to the sum of (a) the Barge A Purchase Price or  the
Barge  B  Purchase Price, as applicable to the  Barge  which

<PAGE> 11

was excluded from the Acquisition pursuant to the  Force  Majeure
Exclusion  or  Option D, as applicable, plus  (b)  the  allocable
Purchase Price of any other related Generation Assets (determined
in  accordance  with Schedule 3.3) which were also excluded  from
the  Acquisition  pursuant  to the  Force  Majeure  Exclusion  or
Option D, as applicable.

     "Party"  and  "Parties" have the meaning set  forth  in  the
Preamble.

     "Performance   Tests"   has  the  meaning   set   forth   in
Schedule 1.1(d).

     "Performance  Test Guidelines" has the meaning  set  for  in
Schedule 1.1(d).

     "Performance Test Procedures" has the meaning set  forth  in
Schedule 1.1(d).

     "Permits" has the meaning set forth in Section 2.1 (g).

     "Permitted Liens" means all Liens listed on Schedule  1.1(e)
and Liens created by the Security Agreement.

     "Person"  means any individual, partnership, joint  venture,
corporation,  trust,  limited liability  company,  unincorporated
organization or other entity or any Governmental Entity.

     "Power  Business" means the business conducted by Seller  in
the Dominican Republic on, or with respect to, the Barges.

     "Pre-Effective  Date Inspection" means  the  inspection  and
testing    process    described   in   Schedule    1.1.(a)    and
Schedule 1.1(d).

     "Projected  Repair  Time"  has  the  meaning  set  forth  in
Section 6.6 (c).

     "Property Tax" means any Tax resulting from and relating  to
the  assessment of real or personal property by any  Governmental
Entity.

     "Protocol  of  Delivery and Acceptance" means  that  certain
protocol  of  delivery and acceptance for  the  delivery  of  the
Acquired Assets on the Closing Date as set forth in Exhibit D.

     "Provider" has the meaning set forth in Section 6.10 .

     "Prudent  Standards  and Practices" means  those  practices,
methods and maintenance schedules to be applied by Seller to  the
Acquired  Assets  prior  to the Closing Date  and  set  forth  in
Schedule 1.1(f).

     "Purchase    Price"    means   Seventy    Million    Dollars
(U.S. $70,000,000).

     "Reasonable Rectification Period" means, with respect to the
actions  necessary  to replace, restore or  repair  the  Acquired
Assets in question to the Required Operating Condition, the  time
period  reasonably  required  to complete  such  repair  actions,
taking  into  account then typical lead times  for  material  and
availability  of  qualified labor for repair of  such  action  in
question,  all  as established on the basis of at least  two  (2)
written  estimates from reputable contractors in  the  case  that
Buyer and Seller fail to agree thereon.

<PAGE> 12

     "Recipient" has the meaning set forth in Section 6.10 .

     "Registration  Termination  Event"  means  the  failure   of
Seller,  after  exercising Commercially  Reasonable  Efforts,  to
obtain  and  deliver to Buyer on or prior to May  31,  2009,  the
Title  Certificate  and, unless expressly waived  permanently  by
Buyer in writing, the Mortgage Certificates.

     "Remaining Assets" has the meaning set forth in Section  6.6
(e)(i).

     "Repair  Actions" has the meaning set forth in  Section  6.6
(c).

     "Repair Condition" has the meaning set forth in Section  6.6
(c).

     "Repair Costs" has the meaning set forth in Section 6.6 (c).

     "Repair  Notice" has the meaning set forth  in  Section  6.6
(c).

     "Repair  Time" means the Projected Repair Time if Seller  as
promptly  as  practicably possible gives Buyer the Repair  Notice
pursuant to Section 6.6 (c) or, if Seller fails to so provide the
Repair  Notice  or  if  Buyer  elects  Option  C-2  pursuant   to
Section  6.6  (e), then "Repair Time" shall mean  the  Reasonable
Rectification Period.

     "Replacement  Costs  Amount" has the meaning  set  forth  in
Section 6.6 (f).

     "Replacement  Power" means the excess, if any,  of  (a)  the
power  that Buyer desires to consume on the day in question  over
(b)  the  actual amount of power, if any, on such day that  Buyer
consumes  from  its  own generation equipment  (or  that  of  its
affiliates) permanently located in the Dominican Republic  (other
than  that  which  is powered by diesel fuel) during  the  Damage
Period,  but  only  to the extent such generation  equipment  has
adequate capacity to serve the load of the Mining Project without
the  need  for Buyer to obtain additional power from  alternative
sources  not owned by Buyer (or its affiliates) in the  Dominican
Republic;  such excess for the purposes hereof shall  not  exceed
the total maximum power determined on a per diem basis that Buyer
could  have derived from the Delinquent Barge(s) if the  Barge(s)
had  been  delivered to Buyer in the Required Operating Condition
on  the  Delinquent  Date and operated  at  but  not  beyond  the
Baseline Performance Levels and at the annual historical  average
availability level.  An example is attached as Exhibit N.

     "Required Operating Condition" has the meaning set forth  in
Section 6.2(a).

     "Required Repairs" has the meaning set forth in Section  6.6
(a)(iii).

     "Restricted  Employee"  means  an  employee  restricted  for
solicitation or hire by Buyer listed on Schedule 6.11.

     "Seaworthy"  means with respect to a Barge,  tight,  staunch
and  strong  condition, for uninterrupted coastwise towing  by  a
tugboat  with an international load line with a certificate  duly
issued  by Lloyd's Register, American Bureau of Shipping  or  Den
Norske  Veritas  for distances

<PAGE> 13

not to exceed one hundred fifty (150) nautical miles and in winds
not to exceed Beaufort Force 4 (Beaufort Force 4=Wind Speed 11-16
Knots and Sea Wave Height 3.5-5 feet).

     "Second   Closing  Date"  has  the  meaning  set  forth   in
Section 6.6 (e)(i)(2).

     "Security Agreement" means that framework security agreement
in  the  form  of  Exhibit E and such local  security  documents,
deeds,  public documents, certificates, instruments  and  similar
documents  filed in the Dominican Republic or elsewhere  pursuant
to  which certain of the Acquired Assets are mortgaged, assigned,
pledged  or  otherwise granted a security  interest  on  a  first
priority  basis  to  Buyer  to  secure  all  of  Seller  Parties'
obligations under this Agreement.

     "Seller" has the meaning set forth in the Preamble.

     "Seller  Ancillary  Document" means the Security  Agreement,
any deed, public instrument, certificate, agreement, document  or
other  instrument, other than this Agreement, to be executed  and
delivered by Seller or any Affiliate of Seller in connection with
the Acquisition pursuant to this Agreement.

     "Seller  Delivery  Failure" has the  meaning  set  forth  in
Section 2.5 (b).

     "Seller  Delivery Failure Amount" has the meaning set  forth
in Section 6.6 (e).

     "Seller  Fundamental Representations" has  the  meaning  set
forth in Section 7.1 (a).

     "Seller Indemnified Parties" means Seller Parties and  their
Affiliates  and  each  of their respective  officers,  directors,
employees, agents, successors and permitted assigns.

     "Seller Interest Payment" means an amount calculated  as  at
the  Interest Rate on the Effective Escrow Deposit for  the  time
period  commencing  on the date the Effective Escrow  Deposit  is
deposited with the Escrow Agent pursuant to Section 3.1  (a)  and
ending on the date that the Effective Escrow Deposit is repaid by
Seller to Buyer pursuant to Section 8.3 .

     "Seller Late Decommission Payment" has the meaning set forth
in Section 6.6 (f).

     "Seller Parent" has the meaning set forth in the Preamble.

     "Seller Parties" means Seller and Seller Parent.

     "Spare  Parts  Expected to be on Hand at  Closing"  has  the
meaning set forth in Section 2.1 (b).

     "Special  Force Majeure Event" has the meaning set forth  in
Section 8.1 (g).

     "Stack   Emissions"   has   the   meaning   set   forth   in
Schedule 1.1(d).

     "Stack  Emissions  Baseline" has the meaning  set  forth  in
Schedule 1.1(d).

     "Stack  Emissions  Test"  has  the  meaning  set  forth   in
Schedule 1.1(d).

<PAGE> 14

     "Superintendence" means the Superintendence  of  Electricity
organized  under the General Electricity Law, with  authority  to
regulate the electric energy sector in the Dominican Republic.

     "Superintendence Certificate" has the meaning set  forth  in
Section 6.19(d).

     "Tangible  Personal Property" has the meaning set  forth  in
Section 2.1 (c).

     "Taxes"  means  all  taxes,  assessments,  charges,   duties
(including custom duties, excises and other related assessments),
contributions mandated by any Government Entity, fees, levies  or
other  governmental  charges (including  interest,  penalties  or
additions  associated  therewith), including  income,  franchise,
capital   stock,  property,  tangible,  withholding,  employment,
payroll,   social  security,  social  contribution,  unemployment
compensation,  disability, transfer taxes,  sales,  use,  excise,
gross   receipts,   value-added,   environmental   contributions,
electricity  contributions, tolls and fees, and all  other  taxes
imposed by any Governmental Entity, whether disputed or not,  and
any  material  charges,  interest or  penalties  imposed  by  any
Governmental Entity.

     "Tax  Return" means any material report, return, declaration
or  other  information required to be supplied to a  Governmental
Entity  in  connection with Taxes, including  material  estimated
returns and reports with respect to Taxes.

     "Title  Certificate" means the certificate  referred  to  in
Section 2.11 (b).

     "Total Purchase Price" means the actual paid sum of (a)  the
Closing  Date Payment, (b) the Effective Escrow Deposit, (c)  the
actually   invoiced  cost  of  lubrication  oils   described   in
Section 3.1(c)(ii), (d) the actually invoiced cost of spare parts
described  in Section 3.1 (c)(iii) and (e) the Early Decommission
Payment, if applicable.

     "Transfer  Deed"  means  the  documents  in  the   form   of
Exhibit F.

     "Transfer Notification" means such notification to be  given
to  the tax authorities of the Dominican Republic with respect to
labor,  social security, tax and similar obligations in the  form
of Exhibit G and Exhibit H, as the case may be.

     "Transfer Taxes" has the meaning set forth in Section 6.13 .

     "United  States"  or  "U.S."  means  the  United  States  of
America.

     "VAT" means value-added taxes of the Dominican Republic.

     "Wind Down Date" means that calendar date which is the later
of  (a)  October  1, 2010 or (b) ninety (90) days  following  the
receipt by Seller of the Wind Down Notice.

     "Wind  Down  Notice" means that written notice by  Buyer  to
Seller pursuant to which Buyer instructs Seller to dismantle  and
decommission the Barges and prepare for delivery of the Barges to
Buyer as required herein.

<PAGE> 15

     1.2  Construction.

          (a)  General.  Unless  the  context  of  this Agreement
     otherwise  clearly  requires, (i)  references  to the plural
     include the singular, and references to the singular include
     the plural,  (ii) references to one gender include the other
     gender, (iii) the words "include", "includes" and "including"
     do not limit the  preceding  terms  or  words  and  shall be
     deemed to be followed by   the  words  "without limitation",
     (iv) the  terms  "hereof",  "herein",  "hereunder", "hereto"
     and similar terms  in this Agreement refer to this Agreement
     as a  whole  and  not  to  any  particular provision of this
     Agreement, (v) "or"  is  used  in  the  inclusive  sense  of
     "and/or", (vi) the terms "day" and "days" mean  and refer to
     calendar day(s), (vii) the terms "year" and "years" mean and
     refer  to  calendar  year(s),  (viii) the  phrases "ordinary
     course  of  business"  and  "ordinary  course  of   business
     consistent  with  past  practice"  refer to the business and
     practice of Seller  in  connection with the Acquired Assets,
     (ix) the  table  of contents  and headings contained in this
     Agreement  are  for    reference purposes only and shall not
     affect in  any  way  the  meaning or  interpretation of this
     Agreement, (x) any amount paid  or to be paid in "U.S. $" or
     "Dollars" shall be paid in Dollars  and (xi) for purposes of
     any  indemnification  provision  in this Agreement, the word
     "expenses" shall mean out-of-pocket expenses,  and shall not
     include  any  allocations  of  internal  salaries  and other
     expenses.

          (b)  References.  Unless  otherwise  set forth  in this
     Agreement,  references  in  this  Agreement to any document,
     instrument  or  agreement  (including  this  Agreement)  (i)
     includes and incorporates  all Exhibits, Schedules and other
     attachments   thereto,   (ii)   includes   all    documents,
     instruments or agreements  issued or executed in replacement
     thereof  and  (iii)  means  such  document,  instrument   or
     agreement, or replacement or predecessor thereto, as amended,
     modified  or  supplemented  from  time to time in accordance
     with its terms and in effect at any given time. All Article,
     Section,  Exhibit  and  Schedule  references  herein  are to
     Articles, Sections, Exhibits and Schedules of this Agreement,
     unless otherwise specified.

          (c)  Joint  Preparation.  This  Agreement  shall not be
     construed  as  if prepared by one of the Parties, but rather
     as if all Parties had prepared it.


                           ARTICLE II
                   PURCHASE AND SALE OF ASSETS

     2.1  Purchase and Sale.  Subject to the terms and conditions
set  forth  in  this  Agreement, at the Closing, Seller agrees to
sell, transfer and deliver to Buyer, and Buyer agrees to purchase,
all of Seller's right, title and interest in and to the following
assets, properties and rights (the "Acquired Assets"):

          (a)  Barge A and Barge B (collectively, the  "Barges"),
     and  all  power  generation  equipment,  HFO units,  docking
     equipment,  land-based equipment, fuel oil pumps, piping and
     facilities, oil separators and treatment, electrical cables,
     lines,  transformers,  switchgear  and   controls   and  all
     ancillary equipment relating to the foregoing used or useful
     in connection therewith (all of the foregoing, including the
     Barges,  collectively,  the  "Generation  Assets"),  all  as
     described in Schedule 2.1(a);

<PAGE> 16

          (b)  the  spare  parts  which  (i) are on hand and also
     listed in  Schedule 2.1(b)  because they were expected to be
     on hand at the  Closing (the "Spare  Parts Expected to be on
     Hand at Closing"),  (ii)  are  in good and useful condition,
     and (iii) are delivered in accordance with the standards set
     forth in the Protocol of Delivery and Acceptance;

          (c)  substantially  all  of  the shop equipment, tools,
     dies and  other  equipment listed in Schedule 2.1(c) (all of
     the foregoing "Tangible Personal Property");

          (d)  by  way  of  written  assignment,  all agreements,
     purchase  orders,  commitments,  service   and   maintenance
     contracts, bids and  proposals  described on Schedule 2.1(d)
     (except  to  the  extent  constituting  Excluded  Assets  as
     described in Section 2.2 ) (the "Contracts");

          (e)  all  records,   materials   and   data,  including
     intellectual  property,  trade secrets, know-how, operations
     and  maintenance  manuals,  business information, production
     processes  and  techniques, market data, software, programs,
     databases,   data   (whether   operational,   technical   or
     otherwise),  source  code,  software engines,  platforms and
     data formats, licenses, all third-party  warranties  and all
     related  tangible  and  intangible  property relating to the
     Acquired  Assets  (except for  financial  information (other
     than  related  to  operating  expenses),   and   except  for
     employee  records  or  records  regarding  Seller   or   its
     Affiliates  not relevant to the Acquired Assets) (the "Books
     and  Records"),   including   all  such  Books  and  Records
     necessary to understand past and  current performance of the
     Acquired  Assets  and to allow for the future performance of
     the Acquired Assets consistent with past practices;

          (f)  at Buyer's sole option, all lubrication oils;  and

          (g)  to the extent they are assignable, all permits and
     approvals  required  to  generate,  deliver  and sell power,
     including generation concessions as listed in Schedule 2.1(g)
     (the "Permits"); provided, however, that Seller's obligation
     to obtain  the  transfer  of any Permits shall be limited to
     the use of its  Commercially  Reasonable  Efforts  to secure
     such assignments.

     Seller  shall  grant Buyer all reasonable access  and  entry
rights necessary to remove the Acquired Assets.  Seller shall, at
its  sole  expense  and cost, dismantle, decommission,  pack  and
otherwise prepare for removal of the Acquired Assets so that they
are  surrendered  in  Seaworthy  condition  and  ready  for  safe
shipping  (or, if such are not to be transported  by  sea,  in  a
condition for safe vehicular transportation) consistent with  the
Protocol of Delivery and Acceptance.  The removal of the Acquired
Assets  by  or  on  behalf of Buyer shall  be  conducted  in  all
material respects in accordance with all applicable Laws.   Buyer
shall indemnify, defend and hold Seller Parties harmless of, from
and against all claims, causes of action and losses of whatsoever
kind  or  nature,  including any liability by  reason  of  injury
(including  death)  to  persons,  damage  to  any  property   and
mechanics' liens or similar charges which may affect the Seller's
property,  resulting  from the entry onto Seller's  property,  or
work  conducted thereon by, or on behalf of, Buyer in  connection
with the removal of the Acquired Assets.

<PAGE> 17

     Notwithstanding anything to the contrary contained  in  this
Agreement, to the extent any of the Contracts, Books and  Records
and other documents are susceptible to duplication and are either
(i)   used   in   connection  with  Seller's  other   businesses,
(ii)  needed  for  the  preparation  of  Tax  Returns,  (iii)  in
connection  with  product liability claims or claims  related  to
Excluded Assets or Excluded Liabilities, (iv) needed to carry out
the terms or purposes of this Agreement or (v) required by Law to
be  retained  by  Seller, Seller may keep photostatic  copies  or
other  reproductions thereof.  Possession of an original or  copy
of  any  thereof by Seller in no way implies it has ownership  or
other rights thereto except as expressly provided herein.

     2.2  Excluded  Assets.   Notwithstanding  anything   to  the
contrary contained in this Agreement, the Acquired  Assets  shall
not include any of the following assets,  properties,  or  rights
(collectively, the "Excluded Assets"):

          (a)  all   cash   and   cash  equivalents  or  accounts
     receivables,  including  the   revenues  Seller  earns  from
     generating and selling  electricity from the Barges prior to
     the Wind Down Date;

          (b)  except  to  the  extent  purchased by Buyer on the
     Closing Date, any lubrication oils;

          (c)  all power purchase agreements of Seller;

          (d)  all real estate and onshore offices, buildings and
     fuel storage facilities owned by Seller or its Affiliates;

          (e)  any refund related to Property Taxes paid prior to
     the  Closing Date in respect of the Acquired Assets; all Tax
     Returns  and  financial  statements of Seller related to the
     Acquired Assets  and  all records (including working papers)
     related thereto;

          (f)  all  credits, prepaid expenses,  deferred charges,
     advance  payments,  security  deposits,  prepaid  items  and
     duties to the extent related to any Excluded Asset;

          (g)  all insurance proceeds which Seller has a right to
     receive  and  that relate to any Excluded Assets or Excluded
     Liabilities or  events  or  occurrences for claims listed in
     Schedule 2.2(g);

          (h)  all  trade  names,  trademarks,  service  marks or
     logos owned by  Seller  or its  Affiliates, including all of
     Seller's right, title and interest in, to and under the name
     "Transcontinental Capital Corporation (Bermuda) Ltd." or any
     related or similar trade names, trademarks, service marks or
     logos;

          (i)  insurance policies, prepaid insurance premiums and
     any  refund  or  reduced  premium resulting from retroactive
     adjustment  under,  or cancellation of, any insurance policy
     and other similar insurance refunds;

          (j)  any  Permit that by its terms is not assignable to
     Buyer if  Seller has used Commercially Reasonable Efforts to
     obtain such assignment;

<PAGE> 18

          (k)  all  information,  files, correspondence, records,
     data, plans,  reports, contracts and recorded knowledge, and
     all  accounting  or  other  books  and  records  related  to
     Acquired  Assets  in  whatever  media  retained  or   stored
     including  computer  programs   and  disks,  to  the  extent
     required  by  applicable  Law  to  be  maintained  by Seller
     following the Closing Date; and

          (l)  all  rights  of Seller under this Agreement or any
     Ancillary Document.

     2.3  Assumption of Assumed Liabilities.  In  connection with
the purchase by Buyer of the Acquired Assets and pursuant to  the
Assignment and Assumption Agreement, and subject to Article  VII,
Buyer shall assume and thereafter pay, perform and discharge, and
indemnify  the Seller Indemnified Parties against and  hold  them
harmless from all debts, obligations and liabilities relating  to
the  Acquired  Assets, arising from a circumstance  which  occurs
after  the  Closing  Date, and whether known or  unknown,  fixed,
absolute,   contingent,  material  or  immaterial,   matured   or
unmatured,  other  than the Excluded Liabilities,  including  the
following (collectively, the "Assumed Liabilities"):

          (a)  all obligations  and  liabilities  of Seller under
     the Contracts and Permits assigned to and accepted by Buyer;
     provided  that  all requisite consents have been obtained by
     Seller;

          (b)  Transfer Taxes;

          (c)  all  debts,  liabilities   and   obligations   not
     otherwise enumerated above which are directly related to the
     ownership or  operation of any Acquired Assets to the extent
     arising from an  event  which occurs after the Closing Date;
     and

          (d)  all other liabilities expressly allocated to Buyer
     in this  Agreement  or in any Ancillary Document executed by
     Buyer or expressly contemplated herein.

     2.4  Excluded Liabilities. Notwithstanding the provisions of
Section  2.3   of  this  Agreement, Buyer shall  not  assume  the
business operations of Seller or any of the following liabilities
or   obligations   of   Seller   (collectively,   the   "Excluded
Liabilities"):

          (a)  any liability of Seller arising out of or relating
     to the  execution, delivery or performance of this Agreement
     or any of the Seller Ancillary Documents;

          (b)  any Indebtedness for which Seller is liable either
     as an obligor, guarantor or otherwise;

          (c)  any liability or obligation relating in any way to
     any Excluded Asset;

          (d)  any  liability or obligation (whether scheduled or
     not,  whether  excluded  or not, whether in the Knowledge of
     Seller  or  not)  which  should  otherwise  be  disclosed in
     accordance with the  representations and warranties given by
     Seller  Parties  to  Buyer  in  Schedule  4.5, Schedule 4.6,
     Schedule 4.8, Schedule 4.9,  Schedule 4.10, Schedule 4.16 or
     Schedule 4.17 and that arises or  has arisen  on or prior to
     the Closing Date;

<PAGE> 19

          (e)  Income Taxes resulting from the ownership, use  or
     possession of  the Acquired Assets up until the Closing Date
     or the sale of the Acquired Asset;

          (f)  all  other  Taxes  of  Seller (except for Transfer
     Taxes);

          (g)  any  and  all  closure  costs  (including, without
     limitation,  notary  fees,  attorneys' costs  and taxes) and
     disconnection costs  (including  any charges assessed by any
     Person) incurred as a  result  of the disconnection from the
     grid,  the  sale  and  transfer  of  Acquired  Assets or the
     transactions contemplated herein;

          (h)  all  debts, liabilities and obligations related to
     the  Acquired  Assets  under  warranty  agreements  given by
     Seller on or prior to the Closing Date;

          (i)  all  debts,  liabilities,  fines,  penalties   and
     obligations (including environmental liabilities) arising as
     a  result  of  the  ownership,  use, retirement, disassembly
     and/or  possession  of  the  Acquired  Assets  prior  to the
     Closing Date; and

          (j)  all   employee   contracts   and  amounts  due  to
     employees of  Seller and  the tax, labor and social security
     obligations in  connection  therewith (including the Accrued
     Employee Termination Amount).

     2.5  Closing; Seller Delivery Failure.

          (a)  Closing.   The  closing  of  the Acquisition shall
     occur on the  Business  Day  during  the Delivery Window (as
     extended,  if  applicable,  in accordance  with the terms of
     this Agreement),  specified by Seller by written notice (the
     "Closing Notice")  given  to  Buyer  at  least ten (10) days
     prior to  the  Closing Date,  and  if  Seller  fails  to  so
     designate such a date, the Closing   shall occur on the last
     Business Day of the  Delivery  Window  (the  "Closing").  If
     Seller has not received the Wind Down Notice on or  prior to
     January 1, 2011, then, notwithstanding  anything  herein  to
     the contrary, Seller may, at  its  election,  establish  the
     target Closing Date as of a Business Day on or after April 1,
     2011,  by  giving  the  Closing  Notice  to  Buyer  at least
     seventy-five  (75)  days prior to the expected Closing Date.
     The date of the  Closing  shall be referred to herein as the
     "Closing Date".  (If,  in  accordance  with Section 6.6 (e),
     there is a First Closing Date  and, if  applicable, a Second
     Closing Date, then the term "Closing  Date"  shall  refer to
     the First Closing Date with respect to the   Acquired Assets
     acquired  by  Buyer  on  the  First  Closing  Date  and,  if
     applicable,  to  the Remaining Assets acquired on the Second
     Closing Date, and, similarly, the term "Closing" shall refer
     to both the closing occurring on the First Closing Date and,
     if  applicable, the Second Closing Date.)  The Closing shall
     take  place  at the offices of King & Spalding LLP, New York
     office or  at  such  other  place  as the Parties may agree.
     Seller shall  satisfy  all its obligations hereunder so that
     the Closing may  occur  promptly  and  the  Seller and Buyer
     agree time is of the essence.

          (b)  Seller Delivery Failure.  If  the  Closing has not
     occurred  with  respect  to  a  Delinquent  Barge  by    the
     applicable Delinquent Date due to any reason other than as a
     result of a Force Majeure  Event  or  Buyer's  failure to be
     ready,  willing  and  able to perform  its obligations to be
     performed  at  the  Closing  (a "Seller  Delivery Failure"),
     Buyer shall have the right on the First  Anniversary  (i) to
     terminate this Agreement if it

<PAGE> 20

     has not  obtained  (or  been  able  to   enforce)   specific
     performance of  the  Acquisition  or  of this  Agreement, in
     which case Buyer, upon written notice to Seller, may, at any
     time prior to the Closing,  terminate  this Agreement and be
     entitled to its actual damage  amounts  (excluding  any such
     damages  to  the  extent  mitigated by Seller's provision of
     Replacement Power and/or payment of Seller Late Decommission
     Payments pursuant to Section 6.6 (f)) on such day or (ii) to
     have access to the site to take possession of the Delinquent
     Barge(s) and the  other  related  Acquired Assets and deduct
     from the Closing Date Payment (or to the extent the  Closing
     Date  Payment  is  not  sufficient,  Buyer  and Seller shall
     jointly instruct the Escrow Agent to deduct such amount from
     the  Escrow  Deposit  for  payment  to  Buyer) all costs and
     expenses  incurred by Buyer to prepare them for the Buyer at
     Closing as contemplated herein.  Notwithstanding anything in
     this  Agreement  to  the  contrary, the  total damage amount
     (including costs and  expenses)  payable  by Seller to Buyer
     (or to be taken as a deduction from the Closing Date Payment
     or  paid  from  the  Escrow Deposit) in accordance with this
     Section 2.5(b) and/or  Section 3.1  (c)(xiii)  together with
     the  total  amount  of  Seller  Late  Decommission  Payments
     payable in  accordance  with  Section 3.1 (c)(v) and Section
     6.6 (f) shall not exceed a total of Fifteen  Million Dollars
     (U.S.  $15,000,000).  If  Buyer  files  an  action   to seek
     specific  performance  by  Seller  of  this Agreement or the
     Acquisition,  (i)  Buyer  shall,  so  long  as it desires to
     acquire  the  Acquired  Assets  (as  determined  in its sole
     discretion and  acting  solely in its own self-interest), in
     good faith pursue and, if successful, enforce that action or,
     in  the  alternative,  (ii) Buyer  may  instead elect not to
     pursue or continue that  action at any time, but, if it does
     so  prior  to  the  First Anniversary, Buyer shall forgo its
     right to claim damages pursuant to this Section 2.5 (b).

     2.6  Closing   Deliveries   by   Seller.    At  the  Closing
(including on  the  Second  Closing  Date,  as  the case may be),
Seller will deliver  or   cause  to be delivered to Buyer (unless
delivered previously)  the   following  (each of which shall be a
condition  precedent  to Buyer's obligations at the Closing):

          (a)  an   official   certification  from  the  Internal
     Revenue Directorate (Direcion General de Impuestos Internos)
     in  the  Dominican   Republic  confirming  that Seller is in
     compliance   (without   qualification)   with   its   fiscal
     obligations, dated within thirty (30) Business Days prior to
     the Closing Date;

          (b)  an official certification  from the Naval Ministry
     (Marina de Guerra) in the Dominican Republic confirming that
     the Barges are  registered in  the Dominican Republic, dated
     within thirty (30) Business Days prior to the Closing Date;

          (c)  an official certification from the General Customs
     Directorate  (Direccion General de Aduanas) in the Dominican
     Republic  confirming that Seller has no pending Indebtedness
     before such institution;

          (d)  the Bills of Sale, duly executed by Seller;

          (e)  a  counterpart  of  the Transfer Deed transferring
     the Acquired Assets, duly executed by Seller;

<PAGE> 21

          (f)  subject    to    the    prior    receipt   of  the
     Superintendence Certificate, a counterpart of the Assignment
     and Assumption Agreement, executed by Seller;

          (g)  the  Books  and Records and all written Contracts,
     if any, in Seller's possession;

          (h)  a   certificate   executed   by   an    authorized
     representative  of  Seller,  certifying  and  attaching  all
     requisite  resolutions  or  actions  of  Seller's  board  of
     directors  approving  the  execution  and  delivery  of  the
     Transfer  Deed  and the Bill of Sale and the consummation of
     the transfers contemplated on the Closing Date;

          (i)  a  certificate  of  a  duly  authorized officer of
     Seller  Parties  certifying  that  the  representations  and
     warranties set forth in  Article  IV are true and correct in
     all material respects as of the Closing Date, except for (i)
     representations  and  warranties  which are as of a specific
     date,  which  shall  be  true  and  correct  in all material
     respects as of such date, and (ii) where the failure  to  be
     true and correct would not have a  Material  Adverse Effect,
     or have a material adverse effect on the ability  of  Seller
     to consummate the Acquisition;

          (j)  proof  of  Transfer Notification delivered fifteen
     (15)  Business  Days  prior  to  the  Closing  Date  to  the
     appropriate  tax  authorities  in  the  Dominican   Republic
     jointly by Buyer and  Seller  as  well as VAT application as
     further described in Section 6.13 ;

          (k)  a  revised  Schedule 2.1(d) updated at the Closing
     Date;

          (l)  a  revised  Schedule 4.17 updated at the Wind Down
     Date;

          (m)  labor transfer agreement for the transfer of those
     employees that Buyer expressly accepts in writing to hire as
     of the Closing  as  contemplated in Section 6.11  hereof, if
     applicable  and  such  agreement  shall  be  filed  with the
     appropriate  Governmental  Entity  of the Dominican Republic
     within the  notification  period  required by applicable Law
     and notified to those employees affected;

          (n)  a copy of the Decommission Certificate; and

          (o)  the  Acquired  Assets  in  the Required  Operating
     Condition.

With  respect  to  the certificates specified in Section 2.6 (a),
Section  2.6 (b),  Section 2.6(c)  and  Section  2.6 (n),  it  is
understood  (i)  that Seller's obligation to obtain such shall be
limited to using  its  Commercially  Reasonable Efforts to obtain
and to deliver, or cause to be  delivered,  such certificates and
(ii) that in all events, unless obtaining  and delivering such is
expressly waived permanently by Buyer  in  writing on the Closing
Date, each such certificate shall remain a condition precedent to
Buyer's  obligations  at  the  Closing.   With  respect  to   the
Decommission Certificate, prior to the Closing, Seller shall have
fulfilled (or the Superintendence shall have permanently  waived)
any conditions contained in the Decommission Certificate that are
required  to  be  fulfilled  at  or  prior to the dismantling and
removal  of  the  Barges  and  the  other  Generation  Assets  in
accordance with the terms of this Agreement.

<PAGE> 22

     2.7  Closing  Deliveries  by  Buyer.  At  the Closing, Buyer
will  deliver  or  cause  to  be  delivered  to  Seller   (unless
previously delivered)  the  following (each of which shall  be  a
condition precedent to Seller's obligations at the Closing):

          (a)  the Closing Date Payment;

          (b)  the Bills of Sale, duly executed by Buyer;

          (c)  a  counterpart  of  the Transfer Deed transferring
     the  Acquired  Assets (other than the Barges), duly executed
     by Buyer;

          (d)  subject    to    the    prior    receipt   of  the
     Superintendence Certificate, a counterpart of the Assignment
     and Assumption Agreement executed by Buyer;

          (e)  reasonable  proof  that  the Transfer Notification
     was  (so  long  as  Seller  timely  provided  all   relevant
     information) delivered  fifteen (15)  Business Days prior to
     the Closing Date to the  appropriate  tax authorities in the
     Dominican Republic jointly by Buyer and Seller;

          (f)  a  certificate of a duly authorized officer of the
     Buyer certifying that the representations and warranties set
     forth in  Article  V  are  true and correct  in all material
     respects   as   of   the   Closing   Date,   except  for (i)
     representations  and  warranties  which are as of a specific
     date, in which event they shall be  true  and  correct as of
     such date, and (ii) where the failure to be true and correct
     in all material respects would not have a  material  adverse
     effect on the ability of Buyer to consummate the Acquisition;
     and

          (g)  confirmation   that   the   preliminary   list  of
     employees to be transferred to Buyer from Seller, if any, in
     accordance with Section 6.11 delivered before Closing has or
     has not changed.

     2.8  Local  Dominican  Documents.  After  the Effective Date
and prior to the Effective Escrow Deposit Release Date, Buyer and
Seller agree to execute and deliver the following:

          (a)  Hipoteca Naval, in substantially the form attached
     hereto as Exhibit I.

     2.9  Security Agreement.  After the Effective Date and prior
to  the  Effective  Escrow Deposit Release Date, Buyer and Seller
agree to execute and deliver the Security Agreement.

     2.10 Escrow Agreement.  Contemporaneously with the execution
of  this Agreement, the Parties agree to execute and deliver  the
Escrow Agreement.  In accordance with this Agreement, Buyer shall
deposit the Effective Escrow Deposit and the Escrow Deposit to be
managed  and  paid out by the Escrow Agent to the Seller  on  the
Effective  Escrow  Deposit Release Date or  at  the  Closing  (as
applicable) upon joint instruction of both Buyer and Seller.  The
funds deposited in the Escrow Account shall accrue interest; such
interest  shall  first be used to pay the Escrow Agent,  and  the
remaining  amount  of interest, if any, shall be  distributed  in
accordance with this Agreement.

<PAGE> 23

     2.11 Conditions Precedent to Release of the Effective Escrow
Deposit.   As  promptly  as practicable following  the  Effective
Date,  the Seller shall deliver, or cause to be delivered at  its
sole  cost,  the following (which deliveries shall be  conditions
precedent  to the obligations of Buyer to direct the  release  of
the Effective Escrow Deposit as provided in this Section 2.11 ):

          (a)  an   official   certification  from  the  Internal
     Revenue   Directorate   (Dirrecion   General   de  Impuestos
     Internos) in the  Dominican  Republic confirming that Seller
     is in compliance with  its  fiscal obligations, dated within
     thirty (30)  Business  Days  of  the Escrow  Signing Deposit
     Release Date;

          (b)  an  official certification from the Naval Ministry
     (Marina de Guerra) in the Dominican Republic confirming that
     the Barges are registered in the Dominican Republic;

          (c)  an official certificate of registration of a valid
     and  perfected naval mortgage (hipoteca naval) in the Barges
     in the Dominican Republic and a valid and perfected lien and
     security  interest  in the other Acquired Assets (other than
     the Concession);

          (d)  a  certificate  of  a  duly  authorized officer of
     Seller  Parties  certifying  that  the  representations  and
     warranties  set  forth in Article IV are true and correct in
     all material  respects  as of the Effective Date, except for
     (i)  representations  and  warranties  which  are  as  of  a
     specific  date,  which  shall  be  true  and  correct in all
     material  respects  as  of  such  date,  and (ii)  where the
     failure  to  be  true  and correct would not have a Material
     Adverse  Effect,  or  have  a material adverse effect on the
     ability of Seller to consummate the Acquisition; and

          (e)  written  confirmation that the Chase Lien has been
     satisfied  in full and discharged of record, as evidenced by
     a search  performed by Buyer's Bermuda counsel (which search
     shall be conducted within  five (5) Business  Days following
     notice to Buyer  from Seller that the Chase Lien has been so
     satisfied and discharged).

With  respect  to the certificates specified in Section 2.11 (a),
Section 2.11  (b) and Section 2.11 (c), it is understood (i) that
Seller's  obligation  shall  be limited to using its Commercially
Reasonable  Efforts  to  obtain  and  to  deliver  or cause to be
delivered, such certificates and (ii) that  in all events, unless
expressly waived permanently by Buyer in writing on the Effective
Escrow Deposit Release Date, obtaining  and  delivering each such
certificate shall remain a condition precedent to the obligations
of Buyer to direct the release of the Effective Escrow Deposit as
provided  in  this  Section  2.11 .  Upon  the  delivery  of  all
documents and certificates listed above, reasonably  satisfactory
to Buyer, the Buyer shall promptly instruct the  Escrow  Agent to
release the  Effective  Escrow  Deposit to Seller (the "Effective
Escrow Deposit Release Date").  At  any  time after the Effective
Escrow Deposit Release Date, it is  revealed that any lien exists
on the Acquired Assets that has  priority over Buyer's lien, then
Seller Parties shall promptly discharge any such lien and if such
is not discharged within thirty (30) days of its arising then the
Seller shall  deposit  in  the Escrow Account the stated value of
such lien  if  one  is stated in a lien filing or Fifteen Million
Dollars (U.S. $15,000,000) if no amount is so stated and upon the
satisfaction or

<PAGE> 24

discharge  of  such  lien  the amount  so deposited in the Escrow
Account shall be returned to Seller by the Escrow Agent.

     2.12  Pre-Effective Date Inspection.  Buyer and Seller shall
jointly conduct, as promptly as reasonably practicable, the  Pre-
Effective  Date Inspection.  Buyer and Seller agree to  have  the
Pre-Effective    Date   Inspection   conducted   within    thirty
(30) Business Days after the date of this Agreement and to obtain
the  results of that Inspection as soon thereafter as practicably
possible.   Buyer  shall provide Seller three (3)  Business  Days
notice of the date(s) on which Buyer intends to conduct the  Pre-
Effective  Date  Inspection  and allow  representatives  of  both
Seller  and  Buyer  to  be  present when the  Pre-Effective  Date
Inspection  is  conducted.   Within thirty  (30)  days  following
receipt  of  the conclusion of the Pre-Effective Date Inspection,
Buyer  may,  if  Buyer in its sole discretion so chooses,  either
(i)  terminate  this Agreement immediately by the delivery  of  a
written  notice of termination (a "Baseline Termination Notice"),
or  (ii)  execute  and  deliver a  certificate  in  the  form  of
Schedule 1.1(h) (the "Effective Date Certificate") which attaches
thereto the Baseline Hull Conditions and the Baseline Performance
Levels.   During the ten (10) Business Days after the receipt  of
the  Effective  Date Certificate but not at any time  thereafter,
Seller,  in  its  sole  discretion, may  give  Buyer  a  Baseline
Termination  Notice  that Seller has elected  to  terminate  this
Agreement  pursuant to this Section 2.12 .  This Agreement  shall
be  deemed immediately terminated upon the delivery of a Baseline
Termination  Notice or if Buyer has not delivered  the  Effective
Date Certificate during the aforementioned thirty (30) day period
allotted therefor.

                           ARTICLE III
            PURCHASE PRICE; ADJUSTMENTS; ALLOCATIONS

     3.1  Purchase Price.  In  addition  to the assumption of the
Assumed  Liabilities, in consideration for the sale, transfer and
delivery of  the  Acquired Assets, Buyer shall pay to Seller  the
sum  of  Seventy  Million  Dollars (U.S. $70,000,000) (the  "Base
Purchase  Price")  as  adjusted  pursuant  to  this  Article  III
and,  as applicable, the other provisions of this Agreement.

          (a)  Effective Escrow Deposit.  Within one (1) Business
     Day  of  the  first date that neither Party has the right to
     terminate this Agreement under Section 2.12  (the "Effective
     Escrow Deposit Date"), Buyer shall deposit with Escrow Agent
     the sum of Fifteen  Million Dollars (U.S. $15,000,000) as an
     initial deposit towards  the Purchase  Price (the "Effective
     Escrow Deposit").

          (b)  Escrow Deposit.  Within  one (1)  Business  Day of
     the  Effective  Escrow  Deposit  Release  Date,  Buyer shall
     deposit with  the Escrow Agent the sum of Fifty-Five Million
     Dollars  (U.S. $55,000,000)  (the  "Escrow Deposit").    Any
     interest earned and accrued on the Escrow Deposit while held
     by the Escrow Agent in the Escrow Account minus the fees and
     expenses  due  the  Escrow  Agent under the Escrow Agreement
     shall be referred to herein as the "Escrow Interest Amount".

          (c)  Closing Payments.  At  Closing, Buyer shall pay to
     Seller an  amount (the "Closing Date Payment"), if positive,
     equal to the Base Purchase Price:

          (i)  minus the Effective Escrow Deposit; plus

<PAGE> 25

          (ii) the  actually  invoiced cost of any lubricant oils
     included in  the  Acquired  Assets  on  the  Closing Date as
     determined in Section 3.2  below; plus

          (iii) (A) for  any  new  non-obsolete  spare parts that
     have never been used or in service, the actual invoiced cost
     paid  by  Seller,  (B) for  any non-obsolete parts that were
     purchased as  refurbished  from third parties, but have not,
     as of the Closing Date, been put in use or service by Seller
     subsequent to such  purchase,  the actual invoiced cost paid
     by Seller, and (C) for  any  other non-obsolete  spare parts
     that have been in use or in  service (whether refurbished or
     not), seventy percent (70%) of  the  actually  invoiced cost
     paid by Seller (in both cases, converted into dollars on the
     business  day  before the Closing Date at the rate published
     in  the  Wall  Street  Journal  on  such date if incurred in
     another currency); such non-obsolete spare  parts in Section
     3.1 (c)(iii)(A) or Section 3.1 (c)(iii) (B) shall be in good
     and  useful  condition,  listed  in  Schedule  2.1 (b)   and
     included  among  the  Acquired Assets on the Closing Date in
     accordance with the Protocol of Delivery and Acceptance (the
     Parties shall include such items in Schedule 3.2); plus

          (iv) if  the  Early  Decommission  Date  occurs  before
     January 1, 2011, the Early Decommission Payment; minus

          (v)  the  Seller  Late Decommission  Payments, (if any)
     (if not  previously  paid), as determined in accordance with
     Section 6.6 (f); minus

          (vi) if applicable, in accordance with Section 6.6 (e),
     the Seller Delivery Failure Amount (if any); minus

          (vii) if  Buyer  elects Option B,  the Repair Costs, if
     any, in  accordance with Section 6.6 (d) or Section 6.6 (e);
     and minus

          (viii) any  amount  due Buyer by any Seller Party under
     Section 7.1 ; plus

          (ix) any  amount  due  to Seller Parties by Buyer under
     Section 7.2; minus

          (x)  to  the  extent  not previously paid by Sellers to
     the Escrow  Agent,  the  amount of Escrow Shortfall, if any;
     minus

          (xi) the Hull Escrow Amount; minus

          (xii) the reasonable  estimated  costs  for  the  Known
     Hull  Repair  Issues,  to  the  extent  not already repaired
     pursuant to Section 6.6 (a)(iv); minus

          (xiii) any  amount  due  to Buyer by Seller pursuant to
     Section 2.5 (b); minus

          (xiv)  the  Accrued Employee Termination Amount, if not
     previously  paid  by  Seller  pursuant to Section 3.1(d)(i);
     plus

          (xv) the  Buyer  Interest Payment, if, but only if, the
     Escrow  Deposit  has  not  been  paid by Buyer to the Escrow
     Agent in  accordance  with  Section  3.1 (b)  on or prior to
     March 1, 2009.

<PAGE> 26

     If  the  Closing Date Payment is negative, the Seller  shall
pay  the absolute value thereof to Buyer at the Closing.  At  the
Closing, the Escrow Agent shall, in accordance with the terms  of
this Agreement and express written joint instruction of Buyer and
Seller,  disburse  to Seller the Escrow Deposit  (less  the  Hull
Escrow Amount) (towards payment of the Closing Date Payment)  and
the Escrow Interest Amount, if any.

     Notwithstanding  anything  in  this  Section  3.1   to   the
contrary,  if,  pursuant  to the terms  of  this  Agreement,  the
"Closing" is divided into two "Closings", one being held  on  the
First Closing Date and the other being held on the Second Closing
Date,  or, if at a Closing, the Acquired Assets being transferred
to  Buyer consist of less than both Barges and the other Acquired
Assets, then the Closing Date Payment and the disbursement of the
Escrow  Deposit and the Escrow Interest Amount shall be  adjusted
as  otherwise  provided by the terms of this  Agreement  and  the
Escrow Agreement.

          (d)  Accrued   Employee  Termination  Amount.   To  the
     extent  Seller  and  Buyer  decide  to  transfer,  and Buyer
     decides  to   assume,  certain  employees  of  Seller at the
     Closing,  Seller  shall  calculate  the   Accrued   Employee
     Termination Amount per employee and, subject to confirmation
     by Buyer, either (i) Seller shall   pay such amount and give
     satisfactory  proof  thereof  to  Buyer  or (ii) such amount
     shall be deducted from the Closing Date Payment, whereby  if
     such amounts are deducted  from  the Closing  Date  Payment,
     Buyer shall promptly pay such amounts on behalf  of   Seller
     to  those  assumed  and  transferred employees in accordance
     with  applicable  Law  after  the transfer and assumption of
     such  employee.  Any  miscalculation of the Accrued Employee
     Termination Amount  shall  be  paid  by the Party  in  whose
     favor the miscalculation was made and such payment shall not
     be subject to the limitations of Section 7.5 or Section 7.6.

     3.2  Payment  of  the  Closing  Date Payment.  No later than
forty-five  (45)  days  prior  to  the Closing Date, Seller shall
deliver to  Buyer  for  its  review  an inventory  of spare parts
expected to be included among the Acquired Assets as contemplated
in Section 3.1 above.   No later than fifteen (15) days prior  to
the  Closing  Date,  Seller shall deliver to Buyer for its review
an inventory of all lubricant oils and spare parts included among
the Acquired  Assets   as   contemplated   in  Section 3.1 above,
segregating the spare parts into the three categories provided in
clauses (A), (B) and  (C) of Section 3.1 (c)(iii), reflecting the
respective  purchase  dates of the spare parts, and setting forth
the cost of such  Acquired  Assets  listed on Schedule  3.2  (the
"Inventory Schedule").  To the extent that the cost of any of the
lubrication oil set forth in the Inventory Schedule was paid in a
currency  other  than Dollars, such sums shall  be  converted  to
Dollars at the exchange rate published in the Wall Street Journal
one  Business Day prior to the Closing.  Buyer shall be  afforded
the  opportunity to review during normal working hours the  books
and records of Seller pertaining to the calculations set forth in
the  Inventory Schedule to confirm the accuracy of such inventory
and   calculations.   Notwithstanding  anything  herein  to   the
contrary,  it is understood that (i) the spare parts included  in
the  Acquired Assets include only spare parts which are as of the
Closing  Date  in  good and useful condition and  which  are  not
obsolete  and (ii) Buyer may, at its election, exclude  from  the
Acquired  Assets  any or all of the lubrication oil  which  would
have  otherwise been included as Acquired Assets by giving Seller
written notice (prior to the Closing Date) of Buyer's election to
exclude such lubrication oil.  At the Closing, Buyer shall pay to
Seller  the  Closing Date Payment by wire transfer of immediately

<PAGE> 27

available  funds to a bank account (or accounts)  as  shall  have
been designated in writing by Seller to Buyer.

     3.3  Allocation of Purchase Price.  The Purchase Price shall
be allocated to all Acquired  Assets  in  accordance   with   the
allocations   set  forth  on  Schedule  3.3,   which   shall   be
supplemented  to account for those Acquired Assets not  reflected
thereon  but included in the Inventory Schedule.  Allocations  to
the  extent enumerated on Schedule 3.3 shall be binding on  Buyer
and  Seller and their respective Affiliates for Tax purposes, and
none  of  the Parties or their respective Affiliates shall  take,
for  Tax  purposes,  any  position in  any  Tax  Return  that  is
inconsistent with such allocation.

     3.4  Nonassignability of  Assets.  Notwithstanding  anything
to the contrary  contained in this Agreement, to the  extent  the
sale, assignment, sublease, transfer, conveyance  or  delivery or
attempted  sale, assignment, transfer, conveyance or delivery  to
Buyer,  of any Contract or other asset that would be an  Acquired
Asset or any claim or right or any benefit arising thereunder  or
resulting therefrom is prohibited by any applicable Law or  would
require any authorizations, approvals, consents or waivers  of  a
Governmental   Entity   or   other   third   party,   and    such
authorizations,  approvals, consents or waivers  shall  not  have
been  obtained  prior  to the Closing,  if  Buyer,  in  its  sole
discretion,  so  elects  in writing, the  Closing  shall  proceed
without  the sale, assignment, sublease, transfer, conveyance  or
delivery of such Contract or other asset and this Agreement shall
not constitute a sale, assignment, sublease, transfer, conveyance
or  delivery  of  such  Contract or other  asset  or  an  attempt
thereof.   If  the  Closing  proceeds (as  a  result  of  Buyer's
election above) without the sale, transfer, conveyance, sublease,
assignment or delivery of any such Contract or other asset, then,
following   the  Closing,  the  parties  shall  use  Commercially
Reasonable  Efforts,  and cooperate with each  other,  to  obtain
promptly  such  authorizations, approvals, consents  or  waivers;
provided,  however,  that Buyer shall  be  required  to  pay  any
consideration  for any such authorization, approval,  consent  or
waiver other than filing, recordation or similar fees which shall
be  paid by the party who is required by Law or course of dealing
to  do  so.   Pending  such authorization, approval,  consent  or
waiver,  the  Parties  shall cooperate with  each  other  in  any
mutually  agreeable, reasonable and lawful arrangements  designed
to provide to Buyer the benefits of use of such Contract or other
asset and to Seller the benefits, including any indemnities, that
they  would  have obtained had the Contract or other  asset  been
conveyed  to Buyer at the Closing.  To the extent that  Buyer  is
provided  the  benefits  pursuant to this  Section  3.4   of  any
Contract  or other asset, Buyer shall perform for the benefit  of
the  other  Persons that are parties thereto the  obligations  of
Seller  or  any  Affiliate of Seller thereunder and  any  related
liabilities that, but for the lack of an authorization, approval,
consent  or waiver to assign such liabilities to Buyer, would  be
Assumed  Liabilities and such obligations and  liabilities  shall
for  the  purposes  of  Article  VII  be  deemed  to  be  Assumed
Liabilities.  Once authorization, approval, consent or waiver for
the  sale, assignment, sublease, transfer, conveyance or delivery
of   any  such  Contract  or  other  asset  not  sold,  assigned,
subleased,  transferred, conveyed or delivered at the Closing  is
obtained,  Seller shall or shall cause its Affiliates to  assign,
transfer,  convey  and deliver such Contract or  other  asset  to
Buyer at no additional cost to Buyer.

<PAGE> 28

                           ARTICLE IV
        REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES

     Subject  to  the  terms and conditions and  limitations  set
forth  in  this  Agreement, Seller Parties  hereby,  jointly  and
severally,  represent and warrant, as of (i)  the  date  of  this
Agreement,  (ii)  the Effective Escrow Deposit  Date,  (iii)  the
Effective  Escrow Deposit Release Date and (iv) the Closing  Date
(including the Second Closing Date, as the case may be), to Buyer
as follows:

     4.1  Organization.  Seller  is  a  company limited by shares
validly existing under  the laws of Bermuda and has the corporate
power  and  authority  to  own,  lease  and operate the  Acquired
Assets. Seller Parent is a corporation validly existing under the
laws of the State of Delaware, United States.

     4.2  Authorization.   Seller  Parties  have  the  power  and
authority  to  execute and deliver this Agreement and each Seller
Ancillary  Document  (as  applicable),   and   to  perform  their
obligations  hereunder  and  thereunder  and  to  consummate  the
Acquisition.  This  Agreement  has been, and the Seller Ancillary
Documents  shall  be  as  of  the Closing  Date, duly authorized,
executed and delivered  by  Seller Parties (as applicable) and do
or shall, as  the  case may be, when duly executed by all parties
and delivered by Seller Parties (as  applicable), constitute  the
valid and binding  agreements  of Seller Parties (as applicable),
enforceable   against   Seller    Parties  (as   applicable)   in
accordance with their  respective  terms,  subject  to applicable
bankruptcy,  insolvency  and  other  similar  Laws  affecting the
enforceability of creditors'  rights generally, general equitable
principles  and  the  discretion  of courts in granting equitable
remedies.

     4.3   Consents  and Approvals; No Violations.   Neither  the
execution  and delivery of this Agreement or the Seller Ancillary
Documents  by Seller Parties (as applicable) nor the consummation
of the Acquisition will (a) conflict with or result in any breach
of  any  provision  of the charter documents of  Seller  Parties;
(b)  require  any filing with, or the obtaining  of  any  permit,
authorization,  consent or approval of, any Governmental  Entity;
(c)  to the Knowledge of Seller, violate, conflict with or result
in  a  default  under, or give rise to any right of  termination,
cancellation or acceleration under, any of the terms,  conditions
or   provisions  of  any  agreement,  lease  or  other  contract,
instrument  or obligation (including any power sales  agreement);
or  (d) to the Knowledge of Seller, violate any Law applicable to
Seller Parties; excluding from the foregoing clauses (b), (c) and
(d)  such requirements, violations, conflicts, defaults or rights
(i)  which  would  not  adversely affect the  ability  of  Seller
Parties  to  consummate  the Acquisition  or  (ii)  which  become
applicable  as  a result of the business or activities  in  which
Buyer is or proposes to be engaged or as a result of any acts  or
omissions by, or the status of or any facts pertaining to, Buyer.

     4.4  Title.  At  the Closing, Seller will have and convey to
Buyer  title to all Acquired Assets, free and clear of any Liens,
except for Permitted Liens.

     4.5  Absence  of  Material  Adverse  Effect.  Except  as set
forth on Schedule 4.5, such:

          (a)  Seller  has owned and operated the Acquired Assets
     in   all   material  respects  in  the  ordinary  course  in
     accordance  with Prudent Standards and Practices; and

<PAGE> 29

          (b)  there  has  been  no Material Adverse Effect since
     January 1, 2008.

The  matters  listed  on  Schedule 4.5 are applicable only to the
representations  and  warranties as at the date of the signing of
this Agreement; as  of  the  Effective Escrow Deposit Date, as of
the Effective Escrow Deposit Release Date,  and as of the Closing
Date, such schedule does not apply to matters occurring after the
date hereof and there are no  exceptions  as to matters occurring
after the date hereof.

     4.6  Litigation.  Except as set forth on Schedule 4.6, as of
the  date   of   this  Agreement,  there  is  no  action, suit or
proceeding pending or,  to  the  Knowledge of  Seller  after  due
inquiry,  threatened against Seller by or before any Governmental
Entity or  brought  by  any  third party that would be an Assumed
Liability  if existing after the Closing.  Except as set forth on
Schedule 4.6,  as  of the date hereof none of the Acquired Assets
is subject  to  any  outstanding  order,  writ, judgment,  award,
injunction  or  decree  of  any Governmental Entity of  competent
jurisdiction  or any arbitrator or arbitrators.

     4.7  Compliance with Applicable Law.  As of the date of this
Agreement,  Seller  has  received no  notice  that  the  Seller's
ownership  or use of the Acquired Assets is in violation  of  any
applicable  Law, except for violations that have been  rectified,
and except as disclosed in Schedule 4.16.

     4.8  Contracts.  All Contracts are  in full force and effect
and,  assuming  the due authorization, execution and delivery  by
each  other  party  thereto,  are currently  enforceable  against
Seller (and any Affiliate of Seller party thereto), and as of the
Closing  will be (if not scheduled to expire by their  respective
terms on or prior to the Closing Date), enforceable by Seller and
any  Affiliate  of  Seller party thereto in accordance  with  the
express   terms  thereof,  subject  to  bankruptcy,   insolvency,
reorganization,   moratorium  and   similar   Laws   of   general
applicability relating to or affecting creditors' rights  and  to
general  principles of equity.  There does not  exist  under  any
material  Contract  any event of default or  event  or  condition
that,  after notice or lapse of time or both, would constitute  a
violation, breach or event of default thereunder as of  the  date
hereof on the part of Seller or any Affiliate of Seller, or as of
the  Closing  on the part of Seller or any Affiliate  of  Seller,
except  as  set  forth on Schedule 4.8.  No counterparty  to  any
Contract has received written notification from Seller or any  of
its  Affiliates  that such counterparty is in breach  or  default
under any Contract.  There are no oral contracts.

     4.9  Taxes.  (a) All Tax Returns required to  be filed by or
with respect to  Seller, the Acquired Assets, Assumed Liabilities
or the Power Business (including any  consolidated,  combined  or
unitary  Tax Return that includes Seller) have been timely  filed
or  as  listed in Schedule 4.9 are being contested in good  faith
and Seller expects to prevail;

          (b)  all Taxes required to be shown on such Tax Returns
     or  otherwise due by or with respect to Seller, the Acquired
     Assets or  the Assumed Liabilities have been timely paid or,
     as are  listed  on Schedule 4.9, are being contested in good
     faith;

          (c)  all such Tax  Returns  (insofar as they  relate to
     Seller, the Acquired Assets, the Assumed Liabilities, or the
     Power Business) are true, correct and complete;

<PAGE> 30


          (d)  no adjustment relating  to  such  Tax  Returns has
     been proposed  formally  or  informally  by any Governmental
     Authority (insofar as either relates to Seller, the Acquired
     Assets  or  its  business  or  could  result in liability of
     Seller on the basis of joint and/or  several liability) and,
     to  the  Knowledge  of  Seller,  after due inquiry, no basis
     exists for any such adjustment;

          (e)  except  as  listed  in  Schedule 4.9, there are no
     pending or,  to  the  Knowledge of Seller after due inquiry,
     threatened claims of action for the assessment or collection
     of  Taxes  against  Seller, the Acquired Assets, the Assumed
     Liabilities, or the  Power  Business  or any Person that was
     included  in  the  filing  of  a Tax Return with Seller on a
     consolidated, combined or unitary basis;

          (f)  there  are  no  tax  Liens  on any of the Acquired
     Assets;

          (g)  except  as  listed  in  Schedule 4.9, there are no
     requests for  information  outstanding that could affect the
     Taxes relating to  the  Seller, the Acquired Assets, Assumed
     Liabilities or the Power Business;

          (h)  Seller has not received any notice or inquiry from
     any  jurisdiction  where  Seller does not currently file Tax
     Returns to the effect that such filings may be required with
     respect to its  business or that its business may  otherwise
     be subject to taxation by such jurisdiction;

          (i)  to the Knowledge of the Seller, after due inquiry,
     Seller  has  properly  and  timely  withheld,  collected  or
     deposited and  caused  to be paid all amounts required to be
     withheld, collected or deposited in respect of Taxes;

          (j)  to the Knowledge of the Seller, after due inquiry,
     there are  no Tax investigations, inquiries or audits by any
     Tax authority in progress relating to the Acquired Assets or
     the business, nor  has  Seller  received  any written notice
     indicating that a  Governmental Authority intends to conduct
     such an audit or investigation; and

          (k)  Seller is otherwise in compliance with Tax Laws.

     4.10 Permits.  Except  as  set forth in Schedule 4.10, as of
the  date of this Agreement, the Permits include all licenses and
permits  necessary to utilize and operate the Acquired Assets  as
they are currently operated for the generation of electricity  in
accordance  with applicable Law.  As of the Closing Date,  Seller
has all permits and licenses, including the Concession, necessary
to  utilize and operate the Acquired Assets for the generation of
electricity in accordance with applicable Law.

     4.11 Barges and Tangible Personal Property.  The Barges, the
Generation Assets and the Tangible Personal Property are,  as  of
the  date  of this Agreement, the Effective Escrow Deposit  Date,
and the Effective Escrow Deposit Release Date in the condition as
evidenced  by  the Pre-Effective Date Inspection and  operate  in
accordance  with  the Baseline Performance Levels,  and,  to  the
Knowledge of Seller Parties, there is no reason that the  Barges,
the  Generation Assets and the Tangible Personal Property  should
not  be  able,  as of the date of this Agreement,  the  Effective
Escrow  Deposit  Date, and the Effective Escrow  Deposit  Release
Date

<PAGE> 31

to  operate  in  accordance   with   the    Baseline  Performance
Levels.   The  hulls of the Barges are, as of the  date  of  this
Agreement,  the Effective Escrow Deposit Date, and the  Effective
Escrow  Date Deposit Release Date, in the condition as  evidenced
by  the Pre-Effective Date Inspection and meet the Baseline  Hull
Condition, and, to the Knowledge of Seller Parties, there  is  no
reason that the hulls of the Barges should not be able, as of the
date  of  this Agreement, the Effective Escrow Deposit Date,  and
the  Effective  Escrow Deposit Release Date,  to  remain  in  the
Baseline Hull Condition.

     4.12 Certain Fees.  No Seller Party has employed any broker,
finder, investment banker, or other intermediary or incurred  any
liability  for  any  investment banking fees, financial  advisory
fees,  brokerage  fees, finders' fees or other  similar  fees  in
connection with this Agreement or the Acquisition.

     4.13 Conduct  in the Ordinary Course.  Seller has not failed
to  pay  any  material obligation to any creditor or allowed  any
Permit or Environmental Permit relating to its business to  lapse
(other than in accordance with its terms) or to be terminated  or
failed to renew any insurance policy (other than to replace  such
policy  with  a  new  policy of the same coverage  and  quality),
Permit  (other than to replace such Permit with a new Permit)  or
Environmental  Permit (other than to replace such permit  with  a
new  Permit)  that  is scheduled to terminate  or  expire  within
thirty (30) days of the Closing.

     4.14 Insurance.   All assets, properties and risks of Seller
relating to the Acquired Assets or the Power Business are covered
and  insured by the policies set forth on Schedule 4.14, and  all
premiums  with respect to those policies have been paid  and  are
current.

     4.15 Truth.  No   representation  or  warranty of any Seller
Party in this Agreement, nor any written statement or certificate
furnished or to be furnished to Buyer by a Seller Party  pursuant
to  Section  2.6   of this Agreement or pursuant  to  any  Seller
Ancillary Document, contains or, in the case of such certificate,
will  contain any untrue statement of a material fact,  or  omits
or,  in  the case of such certificate, will omit a material  fact
necessary to make the statements contained herein and therein not
misleading.   All data and documents contained in the  electronic
data  provided  to  Buyer  by  Seller  in  connection  with   the
Acquisition  and  which  are  listed  in  Schedule  4.15   hereto
represent accurate and complete copies of all originals  of  such
data and documents.  Seller has delivered a copy of Sections  4.5
and  4.11  of  this  Agreement  to those  individuals  listed  on
Schedule   1.1(c)   under   the   heading:   "Persons   Reviewing
Sections 4.5 and 4.11" and requested that each of them read those
Sections  and  advise Seller in writing of any inaccuracies  that
they  believed  were  contained in those Sections.   Seller  also
delivered the final execution version of this Agreement  to  each
of  the other individuals listed on Schedule 1.1(c) prior to  its
execution and requested that each one of them read this Agreement
and  advise  Seller  in  writing of any  inaccuracies  that  they
believed were contained  herein.

     4.16 Environmental  and  Other Permits and Licenses; Related
Matters.  Except as set forth in Schedule 4.16, (a) Seller is  in
material  compliance with, and for the past three (3)  years  has
been  in  material compliance with, all applicable  Environmental
Laws  and all Environmental Permits.  All past noncompliance with
Environmental  Laws or Environmental Permits  has  been  resolved
without  any  pending,  ongoing or  future  obligation,  cost  or
liability,  and there is no requirement proposed for adoption  or
implementation  under  any  Environmental  Law  or

<PAGE> 32

Environmental  Permit;  and (b) there are no environmental claims
pending  or,  to  the  Knowledge   of   Seller after due inquiry,
threatened against  Seller  or the Generation Assets, and, to the
Knowledge of Seller after due inquiry, there are no circumstances
that can reasonably  be   expected  to form the basis of any such
environmental claim, including   with  respect  to  any  off-site
disposal location currently or  formerly used by Seller or any of
its predecessors  or  with  respect  to  its  or their previously
owned or operated  facilities.   Notwithstanding anything in this
Agreement to the contrary, no  representation is made in  Section
4.7 or this  Section 4.16  with  respect to compliance with noise
standards or  requirements.  The  matters listed on Schedule 4.16
are applicable  only  to the representations and warranties as at
the date of the  signing  of this Agreement, the Effective Escrow
Deposit Date, and as of the Effective Escrow Deposit Release Date;
however, as of the Closing Date, such schedule does not apply and
there are  no exceptions.

     4.17 Labor  Matters  and  Employee  Benefits.  Seller  is in
compliance  in  all  material respects  with  all  labor,  social
security,  construction fund related and employment related  Laws
related  to  the  Acquired Assets and the  Power  Business.   The
names,  positions,  salaries,  bonuses,  benefits  and  years  of
longevity,  respectively, of those people  (the  "DR  Employees")
employed   by  Seller  in  the  Power  Business,  as  listed   in
Schedule  4.17 as amended and restated at the Closing  Date,  are
true  and  correct.   There are no additional  bonuses  or  other
benefits  payable to the DR Employees other than those listed  on
Schedule 4.17.  The DR Employees are not unionized, and there  is
no collective bargaining agreement with the DR Employees.  To the
Knowledge  of  Seller, there is no union activity  or  threat  of
unionization for the DR Employees.

     4.18 Absence of Certain Payment Obligations.  As of the date
of  this  Agreement,  Seller  owes  no  payment  obligations  to:
(i) the City Hall (Ayuntamiento de Santo Domingo) arising out  of
the  General Electricity Law and attributable to the  Barges  and
(ii)  the  Fossil  Fuels Department of the Ministry  of  Treasury
(Departamento  de  Combustibles de la  Secretaria  de  Estado  de
Hacienda)  arising out of the Import and purchase  of  fuels  and
attributable to the Barges of the Power Business.

     4.19 No  Other  Representations or Warranties.  SELLER MAKES
NO  REPRESENTATION  OR  WARRANTY TO BUYER  WITH  RESPECT  TO  ANY
PROJECTIONS, ESTIMATES OR BUDGETS HERETOFORE DELIVERED TO OR MADE
AVAILABLE TO BUYER, FUTURE REVENUES, EXPENSES OR EXPENDITURES  OR
FUTURE  RESULTS OF OPERATIONS.  IN ADDITION, EXCEPT AS  EXPRESSLY
COVERED  BY  A  REPRESENTATION AND  WARRANTY  CONTAINED  IN  THIS
ARTICLE  IV  OR  A  SELLER ANCILLARY DOCUMENT  OR  A  CERTIFICATE
CONFIRMING  THE  ACCURACY  THEREOF AT CLOSING,  SELLER  MAKES  NO
REPRESENTATION  OR WARRANTY TO BUYER WITH RESPECT  TO  ANY  OTHER
INFORMATION OR DOCUMENTS (FINANCIAL OR OTHERWISE) MADE  AVAILABLE
TO  BUYER OR ITS COUNSEL, ACCOUNTANTS OR ADVISERS WITH RESPECT TO
SELLER,   THE   BARGES,  THE  ACQUIRED  ASSETS  OR  THE   ASSUMED
LIABILITIES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV OR
A  SELLER  ANCILLARY  DOCUMENT OR A  CERTIFICATE  CONFIRMING  THE
ACCURACY  THEREOF  AT CLOSING, SELLER MAKES NO REPRESENTATION  OR
WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT  OF
THE ACQUIRED ASSETS, ITS LIABILITIES OR OPERATIONS.  BUYER HEREBY
ACKNOWLEDGES  AND AGREES THAT, EXCEPT TO THE EXTENT  SPECIFICALLY
SET  FORTH  IN  THIS AGREEMENT,


<PAGE> 33

BUYER IS PURCHASING THE  ACQUIRED  ASSETS  ON  AN  "AS-IS"  BASIS
SUBJECT  TO  SELLER'S  OBLIGATIONS  HEREUNDER.   WITHOUT LIMITING
THE GENERALITY OF THE  FOREGOING, SELLER  MAKES NO REPRESENTATION
OR WARRANTY REGARDING ANY  ASSETS  OTHER THAN THE ACQUIRED ASSETS
OR ANY LIABILITIES OTHER THAN  THE ASSUMED LIABILITIES,  AND NONE
SHALL BE IMPLIED  AT  LAW  OR  IN EQUITY.

                            ARTICLE V
             REPRESENTATIONS AND WARRANTIES OF BUYER

     Subject  to the terms, conditions and limitations set  forth
in  this Agreement, Buyer hereby represents and warrants,  as  of
the date hereof, as of the Effective Escrow Deposit Date, and  as
of the Closing Date, to Seller Parties as follows:

     5.1  Organization.  Buyer is a  corporation validly existing
under the laws  of Barbados and with a branch  registered in  the
Dominican Republic.

     5.2  Authorization.  Buyer  has  the  requisite  power   and
authority  to  execute  and deliver this Agreement and each Buyer
Ancillary  Document, and to perform its obligations hereunder and
thereunder and to consummate the Acquisition.  This Agreement has
been, and  Buyer  Ancillary  Documents shall be as of the Closing
Date, duly  authorized, executed and delivered by Buyer and do or
shall, as the  case may be, when duly executed by all parties and
delivered  by  Buyer, constitute the valid and binding agreements
of Buyer,  enforceable  against  Buyer  in accordance with  their
respective  terms,  subject  to applicable bankruptcy, insolvency
and other similar Laws affecting the enforceability of creditors'
rights generally, general equitable principles and the discretion
of courts in granting equitable remedies.

     5.3   Consents  and Approvals; No Violations.   Neither  the
execution  and delivery of this Agreement or the Buyer  Ancillary
Documents  by Buyer nor the consummation of the Acquisition  will
(a) conflict with or result in any breach of any provision of the
charter documents of Buyer; (b) require any filing with,  or  the
obtaining  of  any  material  permit, authorization,  consent  or
approval  of,  any Governmental Entity; (c) to the  Knowledge  of
Buyer,  violate,  conflict with or result in a  default  (or  any
event  which,  with  notice  or lapse  of  time  or  both,  would
constitute  a  default)  under, or give  rise  to  any  right  of
termination,  cancellation  or acceleration  under,  any  of  the
material terms, conditions or provisions of any agreement,  lease
or  other contract, instrument or obligation to which Buyer is  a
party  or  by which Buyer or any of its assets may be  bound;  or
(d) to the Knowledge of Buyer, violate any Law, order, injunction
or  decree  applicable  to Buyer; excluding  from  the  foregoing
clauses   (b),   (c)  and  (d)  such  requirements,   violations,
conflicts,  defaults  or  rights (i) which  would  not  adversely
affect  the  ability  of Buyer to consummate the  Acquisition  or
(ii) which become applicable as a result of any acts or omissions
by, or the status of or any facts pertaining to, Seller.

     5.4  Litigation.  There   is   no   claim,   action,   suit,
proceeding or  governmental  investigation  pending  or,  to  the
Knowledge of Buyer,  threatened  against  Buyer, by or before any
Governmental Entity or by any third party  which  challenges  the
validity of this Agreement or which would be reasonably likely to
adversely  affect  or  restrict Buyer's ability to consummate the
Acquisition.

<PAGE> 34

     5.5  Certain Fees.  Buyer has not incurred any liability for
any  investment  banking fees, financial advisory fees, brokerage
fees, finders'  fees,  or  other similar fees in connection  with
this  Agreement  or  the  Acquisition  which  would be payable by
Seller.

     5.6  Buyer Qualifications.  Buyer is qualified to obtain all
consents  and  approvals  required hereunder  and  there  are  no
conditions  in existence, which could reasonably be  expected  to
delay,  impede or condition the receipt by Buyer of any  of  such
consents or approvals.

     5.7  Independent Review.  Subject to Section 4.15, Buyer has
conducted its own independent review and analysis of the Acquired
Assets  and  the  Assumed Liabilities, based on those  statements
made by, and those documents and records provided by, Seller  and
actual  physical inspections conducted by Buyer, and acknowledges
that Buyer has been provided access to the premises of Seller for
this purpose.

                           ARTICLE VI
                            COVENANTS

     6.1  Pre-Closing  Covenants.  The Parties hereby agree that,
except  as  otherwise  expressly  provided  herein,  Seller  will
continue  to have sole and exclusive possession of and  right  to
use  and  operate the Acquired Assets for its own account,  using
good  utility  practice and in compliance with  applicable  Laws,
until  the Wind Down Date.  Seller agrees that, during the period
from the date of this Agreement to the Wind Down Date, except  as
(a)  contemplated  by this Agreement or the Ancillary  Documents,
(b)  required by applicable Law or (c) otherwise consented to  by
Buyer  (which consent shall not be in the case of clause (ii)  or
(iii)  below  unreasonably  withheld)  in  advance  expressly  in
writing, Seller shall:

          (i)  not  sell,  encumber  or  dispose  of any Acquired
     Asset;

          (ii) pay  any  amounts  that  become  due and  owing by
     Seller to the  tax  authorities of the Dominican Republic in
     connection with the import and purchase of fuel;

          (iii) not  enter  into  new   contracts,   which  would
     constitute  Assumed  Liabilities  nor cancel, amend, modify,
     terminate, replace  or waive or fail to enforce any right or
     default or settle any  claim  under any Contract or agree to
     do any of the foregoing; and

          (iv) use  Commercially  Reasonable  Efforts  to  ensure
     that,  as  of  the  Closing  Date, the  Acquired Assets will
     include the spare  parts specified in Schedule 2.1(b) in the
     condition required by Section 3.1 .

     6.2  Operation and Maintenance of Acquired Assets.

          (a)  Maintenance.  During  the period commencing on the
     date  hereof  and ending on the Wind Down Date, Seller shall
     operate, maintain and preserve, at its sole cost and expense,
     the Barges  (including  the  hulls  thereof)  and  the other
     Acquired Assets in  accordance  with   Prudent Standards and
     Practices and Hull  Maintenance,  Seaworthy  (in the case of
     the Barges),  so  that  the  Barges' hulls meet the Baseline
     Hull Condition and  the  Acquired  Assets  otherwise operate
     (through and until the Generation Assets cease to

<PAGE> 35

     operate)   at   the  Baseline  Performance Levels (provided,
     with  respect  to  the  Noise Emissions  Baseline,  Seller's
     obligations shall be limited as provided in Section 4.F.3 of
     Schedule  1.1(d))  (collectively,  the  "Required  Operating
     Condition").  It is understood that the requirements of this
     Section  6.2 shall be deemed to be satisfied if  Seller  has
     operated,  maintained  and  preserved  the  Acquired  Assets
     during the  period  commencing on the date hereof and ending
     on the Wind Down  Date consistent with Prudent Standards and
     Practices and Hull Maintenance and so that the Barges' hulls
     meet the Baseline Hull  Conditions  and  the Acquired Assets
     otherwise operate (through and  until  the Generation Assets
     cease to operate) at the Baseline  Performance Levels.  With
     respect to the hulls of the Barges, as  of  the date of this
     Agreement, Seller shall perform the Hull    Maintenance in a
     prompt  manner  consistent  with  Prudent  Standards     and
     Practices.  As promptly as reasonably possible following the
     date  hereof,  Seller  shall cause the repairs  referred  to
     Schedule  4.5  to  be  completed.  Seller will furnish Buyer
     with a  maintenance  report  by  the fifteenth (15th) day of
     each month until the Second Closing in the form set forth in
     Exhibit J.

          (b)  Decommission.  From  the  Wind  Down  Date  to the
     Closing Date,  Seller  shall  safeguard  and  maintain   the
     condition  of  the  Acquired Assets as they are prepared for
     delivery  to  Buyer  in a manner consistent with Protocol of
     Delivery and Acceptance.

          (c)  Expenses.  All expenses in respect of the Acquired
     Assets  prior  to  the  Closing  Date shall  be for the sole
     account of Seller.

          (d)  Insured  Events.  If,  prior  to the Closing Date,
     the Acquired  Assets  are  damaged  or  destroyed due to any
     event  (the  "Insured  Event"),  then, Seller shall promptly
     notify  Buyer  in  a  detailed  writing  thereof  and within
     forty-five (45) days following the occurrence of the Insured
     Event,  Seller  shall  obtain and deliver to Buyer a written
     estimate of the total costs and the repair time  required to
     complete the actions necessary to replace, restore or repair
     the Acquired Assets to the Required Operating Condition.

     6.3  Access to Information.  Subject  to the restrictions of
any  applicable  Law  between  the  date  hereof and the Closing,
Seller shall:

          (a)  give  Buyer  and  its  authorized  representatives
     reasonable  access  to all books, records, offices and other
     facilities  and  properties  of  or relating to the Acquired
     Assets and the Assumed  Liabilities  (except  for  financial
     information (other than related  to operating  expenses) and
     except for employee records or  records  regarding Seller or
     its Affiliates not relevant to the Acquired Assets); and

          (b)  permit  Buyer  to make such inspections thereof as
     Buyer may  reasonably  request;  provided, however, that any
     such investigation shall be conducted during normal business
     hours and  in such a manner as to not interfere unreasonably
     with the business operations of Seller.

     6.4  Consents.

          (a)  Joint Efforts.  Each  of  Seller  and  Buyer shall
     cooperate and  use  its  Commercially  Reasonable Efforts to
     obtain   all   licenses,   permits,   consents,   approvals,

<PAGE> 36


     authorizations, qualifications and  orders  of  Governmental
     Entities and other third  parties  necessary  to  assign the
     Contracts and to consummate the Acquisition.  In addition to
     the  foregoing, Buyer agrees to  provide  such   information
     relating   to   its  financial  capability,  resources   and
     creditworthiness as may be reasonably requested by any third
     party whose consent or approval is sought in connection with
     the Acquisition.

          (b)  Releases.  After  the  Closing  Date,  Buyer   and
     Seller  shall  use  Commercially  Reasonable  Efforts (i) to
     promptly cause Seller  or  any  Affiliate  of Seller, as the
     case may be, to be released  and discharged from any and all
     Assumed Liabilities and (ii) to  promptly cause  Buyer to be
     substituted in the place of Seller or  any of the Affiliates
     of  Seller,  as  the case may be, for all purposes under the
     Contracts.

     6.5   Further  Assurances.  Each of Seller and  Buyer  shall
cooperate,  and use Commercially Reasonable Efforts to  take,  or
cause  to  be taken, all action, and to do, or cause to be  done,
all  things necessary, proper or advisable under applicable  Laws
to consummate the Acquisition.

     6.6  Wind Down.

          (a)  Wind Down.

          (i)  Preparation  for Delivery.  After the date hereof,
     Buyer  will  deliver   to   Seller  the  Wind  Down  Notice.
     Notwithstanding anything herein to the contrary, however, it
     is understood that the Wind  Down  Date  shall not be a date
     prior to October 1, 2010.  On  the  Wind  Down  Date, Seller
     will stop operating the Acquired Assets  and will proceed to
     prepare  the  Acquired  Assets  for  delivery  to  Buyer  in
     accordance   with  the  Protocol of Delivery and Acceptance.
     Seller shall  undertake  all  steps necessary to ensure that
     the Closing Date occurs during the Delivery Window.  In  all
     circumstances, the place of delivery for the Acquired Assets
     (the "Delivery Point") shall be at their current location in
     Santo Domingo, Dominican Republic.

          (ii) Baseline Performance Levels.  After  the Buyer has
     delivered  to  the  Seller  the Wind Down Notice and (unless
     otherwise  expressly  directed  by  Buyer  in  the Wind Down
     Notice  not  to  conduct such tests at all) on such dates as
     mutually  selected  by  Buyer  and  Seller  to  permit   the
     completion of the applicable tests as close to the Wind Down
     Date as reasonably practicable but  not  in  any  event more
     than sixty (60) days after the date of Seller's   receipt of
     the  Wind  Down  Notice  (such  sixty (60)  day period being
     referred  to  herein  as the "Final Testing Period"), Seller
     shall, in the presence of representatives of Buyer, test the
     Generation  Assets  in accordance with the Performance Tests
     to  determine  if  the  Barges are in the Required Operating
     Condition.  The costs of  the  Performance  Tests  shall  be
     borne  as  provided   in Schedule 1.1(d).

          (iii) Hull Inspection.  After  Buyer  has  delivered to
     the  Seller the Wind Down Notice, Seller shall permit Buyer,
     on a  mutually  agreed Business Day, which is at least sixty
     (60) days  prior  to  the  Wind  Down  Date, to  inspect the
     Barges' hulls in accordance with the Hull Test Guidelines to
     determine  if  the  Barges'  still  meet  the  Baseline Hull
     Condition.  If  a  Barge  does  not  meet  the Baseline Hull
     Condition, then Seller shall

<PAGE> 37

     promptly  repair  the  Barge(s)  so  that the hull(s) of the
     Barge(s) meet the Baseline Hull Condition by the last day of
     the Delivery Window or, if not so repaired, a Minor Delivery
     Failure shall be deemed  to   have occurred.  Following  the
     Closing  with  respect  to   a Barge(s), Buyer shall, at its
     election, be permitted to conduct, at its own expense, a dry
     dock inspection of the hull(s)  of  the Barge(s).   To   the
     extent that, within one  hundred twenty (120) days following
     the Closing Date of a Barge(s) (subject to extension of such
     one hundred twenty (120) day period in cases of  a  Dry Dock
     Force Majeure Event for an additional period of up to  sixty
     (60)  days), Buyer  and Seller mutually determine in writing
     or  an  independent  and  reputable expert advises Buyer and
     Seller,  in  writing,  that  the  hull(s)  of  the  Barge(s)
     requires  repairs  in  order  for  the  hull(s)  to meet the
     Baseline Hull Condition (such repairs to meet such Condition
     being  hereinafter  referred  to as the "Required Repairs"),
     then Buyer shall be entitled  to  cause the Required Repairs
     to be made and Seller shall reimburse Buyer for such Repairs
     in an amount (the "Hull Net Repair Cost"), if  any, equal to
     (A) the actual total cost of the Required Repairs  for  both
     Barges less (B) One Million Dollars (U.S. $1,000,000).   Any
     amount   payable   to  Buyer  by  Seller  pursuant  to  this
     Section 6.6 (a)(iii) shall be paid first from Escrow Account
     out  of  the Hull Escrow Amount, to the extent thereof, and,
     thereafter  directly  by  Seller.  Promptly  following   the
     payment of the Hull  Net  Repair  Cost  or the determination
     that no Hull Net Repair Cost  will  be  payable hereunder by
     Seller,  the  balance  of  the  Hull  Escrow Amount shall be
     disbursed by the Escrow Agent to Seller.

          (iv) Known Hull Repair Issues.  Seller shall repair the
     Known  Hull  Repair Issues in a reasonable manner within one
     hundred  eighty  (180)  days  following  the  date   hereof;
     provided, however,  that,  if  the  Known Hull Repair Issues
     have not been repaired at least sixty (60) days prior to the
     Wind Down Date, Buyer may  notify the Seller in writing that
     Buyer wishes to address any or  all of the Known Hull Repair
     Issues after the Closing,  in  which  case  the   applicable
     amount set forth  on  Schedule  1.1(i) will be deducted from
     the Closing Date Payment; provided further,  however, if the
     reasonable  actual  cost  for  the  Known Hull Repair Issues
     exceed the estimated amount of the Known Hull Repair  Issues
     listed  in  Schedule  1.1(i),  Seller Parties shall promptly
     reimburse  and  pay  the  difference  upon demand (including
     evidence  thereof).  The  Parties agree that such amount may
     also  be  paid  to  Buyer  from the Hull Escrow Amount.  For
     purposes  of  clarity,  it  is  understood  that    Seller's
     estimated  cost  for  Known  Hull Repair Issues addressed by
     Buyer after the Closing in accordance with  this Section 6.6
     (a)(iv) shall be deducted from the Closing Date  Payment and
     then any incremental actual cost for such Known Hull  Repair
     Issues shall be reimbursed to Buyer pursuant to this Section
     6.6(a) (iv)  and, as  such, shall  not be subject to the One
     Million  Dollars  (U.S. $1,000,000)  deductible    otherwise
     provided for in Section 6.6(a)(iii).

          (v)  Allocation.  Notwithstanding   anything in Section
     6.6(a)(iii)  or  Section  6.6(a)(iv)  to the contrary, it is
     understood that (a)  to  the  extent  Required  Repairs   or
     repairs for Known Hull Repair  Issues are performed by Buyer
     after the Closing, (b) those repairs are made to correct any
     deteriorated  shell  plating  on   a   Barge's   hull  where
     deterioration exceeds 30% of original manufactured thickness,
     and (c) Buyer elects to  make  repairs  to the shell plating
     such   that,   following   such   repairs,   the   remaining
     deterioration  to  the  repaired  area  is  less than 30% of
     original  manufactured  thickness, then, for the purposes of
     Section 6.6(a)(iii)  or  Section 6.6(a)(iv), the actual cost
     of

<PAGE> 38

     making  the  Required  Repairs or the repairs for Known Hull
     Repair  Issues,  as  relates to such shell plating, shall be
     determined on  a  pro  rata basis (thus, for example, if the
     relevant  deterioration  was  35% of  original  manufactured
     thickness  pre-repair  and  there  was no (0%) deterioration
     from  original manufactured thickness post-repair, then one-
     seventh (1/7th) (5% divided by 35%) of the applicable repair
     costs would be deemed  the  cost  of the applicable Required
     Repairs or repairs for Known  Hull  Repair  Issues while the
     remaining six-sevenths  (6/7ths)  of  the  applicable repair
     costs would be  disregarded  for  the  purposes  of  Section
     6.6(a)(iii) or Section 6.6(a)(iv), as applicable.

          (b)  Force Majeure.  Notwithstanding  the foregoing, in
     the event  Seller cannot, due to a Force Majeure Event which
     occurs at any  time  following  the date hereof, deliver all
     the Acquired Assets  in  the  Required  Operating  Condition
     during the  Delivery  Window,  without  prejudice to Buyer's
     rights under Section 8.1 (e), then,  so long as Seller shall
     continue to exercise its best efforts to  deliver  all   the
     Acquired  Assets  in  accordance  with  the  terms  of  this
     Agreement as promptly as possible, the Delivery Window shall
     be extended for  such reasonable time so as to permit Seller
     to comply with its obligations under this Agreement.  Seller
     shall  provide  written notice  to Buyer (the "Force Majeure
     Notice")  promptly following Seller's Knowledge of the Force
     Majeure Event.  The Force Majeure Notice shall set forth the
     nature and facts surrounding the Force Majeure Event and the
     actions Seller has  taken  or  intends  to  take  to resolve
     issues related  to  the delivery of the Acquired Assets that
     are attributable to such Force Majeure Event.  Force Majeure
     Events shall not excuse a  Party  from  delay  or failure in
     performing its obligations:

          (i)  simply  because   performance   has   become  more
     expensive;

          (ii) if   its   failure  to  perform is due to the non-
     performing  Party's  intentional  acts  or  omissions or its
     failure to exercise due diligence, oversight or planning (as
     defined in the  definition  of  "Force  Majeure  Event"   in
     Section 1.1 ); or

          (iii) to  the  extent  that the Party asserting a Force
     Majeure Event  fails  to  fulfill its obligations as soon as
     reasonably  possible after such Force Majeure Event has been
     eliminated or  has ceased to prevent the affected Party from
     fulfilling its obligations.

If  a  Force  Majeure Event occurs at any time following the date
hereof and,  as  a  result  thereof, it is reasonably likely that
using Commercially Reasonable  Efforts Seller will not be able to
consummate the  Closing  on  or  before  May 31, 2011  (a  "Force
Majeure Delivery Failure") with respect to one  or  both  of  the
Barges, other than due to the failure  to  cure  a Minor Delivery
Failure  as  of  May 31, 2011,  then  Buyer,   at   its  election
(exercised by giving  written  notice  to  Seller  within  thirty
(30) days following  the  occurrence of the Force Majeure Event),
shall have the right (A) if the Force Majeure Delivery Failure is
applicable to both Barges,  to  terminate this Agreement pursuant
to Section 8.1 (e) (a "Force  Majeure Termination") or (B) if the
Delivery Failure  is  applicable  to  only  one of the Barges, to
exclude from the  Acquisition  the  Barge  so  affected  and  any
related Acquired Assets (a "Force  Majeure  Exclusion").  In  the
case where Buyer elects a Force Majeure Exclusion with respect to
only one Barge and  any  related Acquired Assets, then (i) Seller
shall,  promptly  thereafter,  after  receiving written notice of
such  election,  pay  to  Buyer,  by wire transfer of immediately
available  funds  to  a  bank account (or accounts) as shall have
been designated in writing by Buyer to Seller, an amount (in U.S.
Dollars)  equal  to  the


<PAGE> 39

Partial  Termination Payment, if any, (ii) the Escrow Agent shall
disburse  to  Buyer,  in  accordance with the terms of the Escrow
Agreement, the Partial Termination Escrow Payment and (iii)  upon
receipt  of  the  Partial  Termination Payment, if any,  and  the
Partial  Termination  Escrow  Payment,  Buyer   shall    promptly
thereafter  release  all  liens under the Security Agreement with
respect to the Barge and any related  Acquired  Assets which have
been excluded from the Acquisition.

          (c)  Repair  Notice.  If,  for  any reason other than a
     Force  Majeure  Event,  it  can  reasonably be expected that
     Seller will not  be  able to deliver all the Acquired Assets
     during the Delivery  Window   in   the   Required  Operating
     Condition (a "Repair Condition"), then Seller shall promptly
     as practicably possible  give  Buyer  written notice thereof
     (the "Repair Notice"), which  notice  shall  set forth (i) a
     detailed  listing  of  the  Acquired  Assets which cannot be
     delivered  during  the  Delivery  Window  in  the   Required
     Operating Condition (the "Damaged Assets"); (ii) the actions
     (the  "Repair  Actions")  necessary  to  replace, restore or
     repair  the  Damaged  Assets  to   the   Required  Operating
     Condition;  and  (iii) an estimate of the total time (stated
     in days) (the  "Projected  Repair  Time")  and the estimated
     total costs (the  "Repair  Costs") necessary to complete the
     Repair Actions, which  estimates   shall   be  supported  by
     reasonably   detailed  documentation,  and,  if requested in
     writing by  Buyer,  such  estimates  shall be reviewed by an
     independent expert who shall comment on such estimates after
     due consultation with the DR  Employees  (which expert shall
     be mutually agreed to in writing by Buyer and Seller and the
     costs of which expert shall be shared  equally  by Buyer and
     Seller).  If  an  independent  expert   is engaged,   Seller
     agrees  to  consider  fully  any  and  all   recommendations
     made by such expert and, if appropriate based    upon a good
     faith review of  those recommendations, to revise the Repair
     Actions,  Projected  Repair Time or Repair Costs pursuant to
     this  Section  6.6  (c)  after  due  consultation  with  the
     independent  expert  (which  estimates, as so revised, shall
     thereafter  serve  as  the  applicable  estimates for Repair
     Actions, Projected Repair  Time   and   Repair Costs for the
     purposes of this Agreement).   Except  as otherwise provided
     in Section 6.6 (d) or Section 6.6  (e),  promptly  following
     the occurrence of a Repair Condition,  Seller  shall use its
     best   efforts,  at  its expense, to have all Repair Actions
     completed as soon as practicably possible.

          (d)  Minor Delivery Failure.  Notwithstanding  anything
     herein to the  contrary, if  the Repair Actions constitute a
     Minor Delivery Failure which have not been cured by the last
     day of the Delivery  Window,  then  Buyer,  at its  election
     (exercised by giving written notice  to Seller within thirty
     (30) Business Days following  Buyer's  receipt of the Repair
     Notice), shall either elect (i) to delay  the  Closing  Date
     (and to extend  the  Delivery  Window)  until  such  time as
     Seller  can  deliver  all  of  the  Acquired  Assets  in the
     Required  Operating Condition (such option being hereinafter
     referred  to  as "Option A") or (ii) to establish a date for
     the  Closing  (and  to  extend the Delivery Window) to occur
     (which shall be a Business Day selected by Buyer which shall
     be no earlier  than  the  seventy-fifth (75th) day after the
     Wind Down Date) and  to close the Acquisition on the Closing
     Date, but, when the  Closing is consummated pursuant to this
     Section 6.6  (d)(ii), the  Closing  Date  Payment  shall  be
     reduced  (in  accordance  with Section 3.1 (c) (vii)) by the
     estimated Repair Costs which have not  been  paid by  Seller
     subsequent to the date of the Repair Notice and prior to the
     Closing  Date  (in  which  case  Buyer  shall  thereafter be
     responsible  for  the  completion  of  any  remaining Repair
     Actions and the payment of any remaining Repair Costs) (such
     option  being  hereinafter  referred  to  as   "Option  B").
     Notwithstanding

<PAGE> 40

     anything  herein  to  the  contrary,  in  a case where Buyer
     elects  Option A pursuant to this Section 6.6 (d) and all of
     the  Acquired  Assets  are  not  in  the  Required Operating
     Condition  as  of the end of the Repair Time, then Buyer, at
     its election  (exercised  by giving written notice to Seller
     within ten  (10)  Business  Days  following  the  end of the
     Repair  Time),  shall  once  again  have the option to elect
     Option B (otherwise, Option A shall remain in effect).

          (e)  Major  Delivery  Failure.   (i)   Buyer   Options.
     Notwithstanding  anything  herein (other than in Section 6.6
     (e)(ii))  to  the   contrary,   if   the   Repair  Condition
     constitutes  a  Major  Delivery  Failure  which Seller using
     Commercially  Reasonable  Efforts   cannot   be   reasonably
     expected  to  rectify  so  that the Barges meet the Required
     Operating Condition by the last day of  the Delivery Window,
     then  Buyer,  at  its  election (exercised by giving written
     notice to Seller within thirty (30) Business Days  following
     Buyer's  Knowledge  of  the Major  Delivery  Failure), shall
     either elect (A) to elect Option A, (B) to elect Option B or
     (C)  to  establish a date for the Closing (and to extend the
     applicable  Delivery  Window)  to occur  (the "First Closing
     Date")  (consistent with the time frame prescribed in Option
     B), to close the Acquisition with respect to any Barge which
     does not have Damaged Assets situated thereon, in which case,
     the Closing Date  Payment  shall  be  reduced (in accordance
     with Section 3.1 (c)(vi)) by an amount (the "Seller Delivery
     Failure  Amount")  equal  to  the  sum  of  (1)  the Barge A
     Purchase Price or the Barge B Purchase Price, as applicable,
     if Buyer is not purchasing Barge A or Barge  B  on the First
     Closing Date plus (2) the respective amount of the  Purchase
     Price otherwise allocable (in accordance with  Schedule 3.3)
     to any other Generation Assets which are not being  acquired
     on the  First  Closing  Date (the  "Remaining Assets") (such
     option being hereinafter referred to as "Option C").

                    (1)  Notwithstanding  anything  herein to the
               contrary, in a case  where  Buyer  elects Option A
               pursuant to this Section 6.6 (e)(i) and all of the
               Acquired  Assets are not in the Required Operating
               Condition  as of  the end of the Repair Time, then
               Buyer, at  its  election   (exercised   by  giving
               written notice to Seller within ten  (10) Business
               Days  following the end of the Repair Time), shall
               once  again  have the  option to elect Option B or
               Option C.

                    (2)  In the case where Buyer elects Option C,
               Buyer shall, as a  part of that Option, also elect
               (in the same written notice in which  Buyer elects
               Option  C)  either  (x)   to   exclude   from  the
               Acquisition  completely the Remaining Assets (such
               option, under Option C, being hereinafter referred
               to  as  "Option  C-1")  or   (y)   to   defer  the
               Acquisition of the Remaining Assets (and to extend
               the  applicable  Delivery Window) until the end of
               the  Repair  Time  (such  option,  under Option C,
               being  hereinafter  referred  to as "Option C-2").
               Notwithstanding anything herein to  the  contrary,
               in  the case where Buyer elects Option C-1, on the
               Closing  Date  as  part  of  the  Closing, (1) the
               Escrow Agent shall  pay to Seller the Closing Date
               Payment and an amount equal to the Escrow Fraction
               times  the  Escrow  Interest  Amount shall also be
               paid  to  Seller;  (2)  remaining  balance  of the
               Escrow Deposit and  the  Escrow  Interest   Amount
               shall be paid to Buyer;

<PAGE> 41

               and (3) Buyer  shall  release all  liens under the
               Security  Agreement   in   connection   with  such
               Remaining  Assets  which  are  excluded  from  the
               Acquisition.  In  the  case  where  Buyer   elects
               Option  C-2,  then,  at  such  time  as Seller has
               completed the Repair Actions with respect  to  the
               Damaged  Assets, Seller shall establish a date for
               the  Closing  to occur (the "Second Closing Date")
               (by at least ten (10) Business Days' prior written
               notice to Buyer) at which Buyer  and  Seller shall
               close the Acquisition of the Remaining Assets, and
               (1)  Buyer  shall  pay  on the Second Closing Date
               (either  directly  or  through the disbursement of
               the  Escrow  Deposit  by  the  Escrow  Agent)  the
               balance of the Closing Date Payment which was  not
               otherwise  paid on the First Closing Date, and (2)
               the balance of the Escrow Interest Amount shall be
               disbursed to Seller in  accordance  with the terms
               of the Escrow Agreement.  Notwithstanding anything
               herein to the contrary,  in  a  case  where  Buyer
               elects  Option C-2 pursuant  to Section 6.6 (e)(i)
               and the  Remaining  Assets are not in the Required
               Operating  Condition  as  of the end of the Repair
               Time,  then  Buyer,  at its election (exercised by
               giving  written  notice  to Seller within ten (10)
               Business  Days  following  the  end  of the Repair
               Time), shall  once  again have the option to elect
               Option C-1.

          (ii) Additional   Option.    Notwithstanding   anything
     herein to the  contrary, in case of a Major Delivery Failure
     and if the Seller  has  delivered the Repair Notice promptly
     as practicably possible and the Repair Costs with respect to
     a Barge exceed, in the case of  Repair  Costs  with  respect
     to  Barge  A,  eighty-five  percent  (85%)  of  the  Barge A
     Purchase Price, or, in the case of Repair Costs with respect
     to  Barge  B,  eighty-five  percent (85%)  of  the  Barge  B
     Purchase Price, and if Buyer decides not to elect  Option C,
     within ten (10) Business Days of such decision not to  elect
     Option  C,  Buyer  shall  give  Seller  written notification
     thereof  and  upon receipt of such notification Seller shall
     have the option to exclude from the Acquisition (such option
     being  hereinafter  referred to as "Option D") (A) any Barge
     for which  the   Repair  Costs   with respect thereto exceed
     eighty-five  percent (85%) of its Purchase Price and (B) any
     related Acquired  Assets.  Seller shall (if it chooses to do
     so) exercise  its  rights  under this Section 6.6 (e)(ii) by
     giving  Buyer  written  notice  thereof  within  thirty (30)
     Business Days following the  date that the Repair Notice has
     been given to Buyer as required by the previous sentence and
     the  Repair  Cost  has  been  determined within a reasonable
     period.  In the case where Buyer decides not to elect Option
     C and Seller elects Option D with respect to both    Barges,
     then  Seller,  Buyer  and  the  Escrow  Agent shall take the
     respective  actions specified in Section 8.3(c)  as  if  the
     Agreement had been terminated in accordance with Section 8.1
     (c) hereof.  In  the  case  where Buyer decides not to elect
     Option C and Seller elects Option D with respect to only one
     Barge and related Acquired Assets, then (i) the Seller shall,
     within ten  (10) Business  Days after electing Option D, pay
     to Buyer, by wire transfer of immediately available funds to
     a bank account (or  accounts)  as shall have been designated
     in writing by Buyer to Seller,  an  amount (in U.S. Dollars)
     equal to  the  Partial Termination Payment, if any, (ii) the
     Escrow Agent shall disburse to Buyer, in accordance with the
     terms  of  the  Escrow  Agreement,  the  Partial Termination
     Escrow  Payment  and  (iii)  upon  receipt  of  the  Partial
     Termination Payment, if any, and  the  Partial   Termination
     Escrow  Payment,  Buyer  shall  release   all   liens  under
     the Security Agreement

<PAGE> 42

     with respect to the Barge and any  related  Acquired  Assets
     which have been excluded from the Acquisition.

          (f)  Seller  Late  Decommission  Obligations.   If  the
     Closing  with  respect  to  one  or  both of the Barges (the
     "Delinquent  Barge(s)")  has  not  occurred as a result of a
     Seller Delivery Failure or  Seller's  failure to perform the
     Performance Test during the Final Testing Period if directed
     to perform such in the Wind  Down Notice in  accordance with
     Section 6.6  (a) (ii),  as   of  the  following  dates,   as
     applicable, (a)  the  last  day of  the Delivery Window with
     respect to the Delinquent Barge (as extended with respect to
     the Delinquent Barge by a Force Majeure Event, if applicable,
     pursuant  to  Section 6.6 (b)),  or,  in the case of a Minor
     Delivery  Failure  or a Major Delivery Failure, (x) if Buyer
     has  elected  Option  A  or  Option  C-2 with respect to the
     Delinquent Barge, the last day of the applicable Repair Time
     with  respect  to  the  Delinquent  Barge  (as extended with
     respect to the Delinquent Barge by a Force Majeure Event, if
     applicable, pursuant  to  Section  6.6 (b)), or (y) if Buyer
     has  elected  Option   B   or  Option  C with respect to the
     Delinquent Barge, the applicable Closing Date established by
     Buyer  with  respect  to  the  Delinquent Barge  pursuant to
     Section 6.6 (d) or Section  6.6  (e),  as   applicable (such
     date as described in clause (a), (x), or (y), as applicable,
     being hereinafter referred to as the "Delinquent     Date"),
     Seller  Parties  shall  for  the  time  period  (the "Damage
     Period") commencing on the Delinquent Date and ending on the
     earliest  of,  as applicable, (i) the Closing Date  for  the
     Delinquent Barge, (ii) the date as of which Buyer elects  to
     exclude the Delinquent Barge from the Acquisition,  or (iii)
     the  date  which is two hundred seventy (270) days after the
     Delinquent Date, take the following actions:

          (i)  Seller shall furnish to Buyer Replacement Power at
     the  Agreed  kWh  Rate  as and when Buyer desires to consume
     such Replacement Power during each day of the Damage Period;

          (ii) to  the  extent that Seller fails to provide Buyer
     the Replacement Power in accordance with Section 6.6 (f)(i),
     then  Seller shall pay to Buyer weekly on an estimated basis
     (to be reconciled at the end of each month when actual costs
     are  available  and subject to a late fee of one (1) percent
     per month  if  not  paid within  five (5) days of the end of
     each  month)  the  costs  (the "Replacement  Costs Amounts")
     Buyer  incurs  to  obtain  Replacement  Power for use in the
     Dominican Republic because the  Market Rates at any time and
     from time to time exceed the Agreed  kWh Rate, as such costs
     for convenience are determined on a per  diem basis for each
     day  during  the  Damage Period when Seller fails to provide
     Buyer the Replacement Power in accordance  with  Section 6.6
     (f)(i) (the total of the Replacement Costs Amount,  if  any,
     payable  by  Seller to Buyer hereunder is referred to as the
     "Seller Late Decommission Payment").

During  the  Damage  Period,  Buyer  shall first to the extent in
service  utilize  idle  power  capacity available from generation
stations  owned  by  the  Buyer  and/or  its  affiliates that are
permanently located in the Dominican Republic and are not powered
by diesel fuel.  Buyer shall use Commercially  Reasonable Efforts
to  procure  Replacement  Power  from  alternative   sources   at
commercially reasonable rates based upon then  prevailing  market
conditions  (the  "Market Rates") if Seller does not provide some
or  all  of such.  If, on  any  day (a "No Power Day") during the
Damage  Period,  some  or all Replacement Power is unavailable to
Buyer despite Buyer's

<PAGE> 43

using  its  Commercially  Reasonable  Efforts  to   obtain   such
Replacement Power, Seller shall pay Buyer  consequential  damages
up to a maximum of Ninety Thousand Dollars  (U.S. $90,000) per No
Power  Day  for  the  first  ninety (90) No Power Days during the
Damage Period and up to a maximum of One  Hundred  Fifty Thousand
Dollars (U.S. $150,000) per No Power Day for  each  additional No
Power Day during the Damage Period after the first ninety (90) No
Power Days. In all cases the foregoing amounts shall be pro rated
by multiplying them by the Replacement Power not provided divided
by  the   Replacement   Power   which   was   to   be   provided.
Notwithstanding  Seller's  provision  of  Replacement  Power   or
payment of Replacement Costs Amount above,  to  the  extent Buyer
has  not  elected  to  exclude  the  Delinquent Barge(s) from the
Acquisition or to terminate this  Agreement, Seller shall satisfy
all its obligations hereunder so that the Closing with respect to
the Delinquent Barge(s) may  occur promptly, and Seller and Buyer
agree time is of the essence.   Notwithstanding  anything  to the
contrary in this Agreement, if Seller Parties provide Replacement
Power  or  pay  Buyer  the  Seller  Late  Decommission Payment in
accordance with this Section 6.6 (f), then, except as   otherwise
provided   in   Section   2.5 (b),   Seller  Parties   shall  not
be responsible for any additional monetary damages due to  Losses
incurred by Buyer as a result of the failure  of  the  Closing to
occur with respect to the Delinquent Barge(s)  on or prior to the
Delinquent Date, but Seller shall continue to  be  responsible to
perform its obligations under the previous sentence.

     6.7  Shipping of Acquired Assets from Delivery Point. Seller
shall,  at  its  sole expense and cost, dismantle,  decommission,
pack  and  otherwise prepare the Acquired Assets for  removal  in
shipping  quality  consistent  with  Protocol  of  Delivery   and
Acceptance.   After the Closing Date, Buyer shall be  responsible
for  the shipping, relocation and installation of the Barges  and
any  other  Acquired Assets from the Delivery  Point  to  Buyer's
power  plant  or any other location determined by Buyer.   For  a
period not to exceed ninety (90) days after the Closing Date,  at
Buyer's  request,  Seller shall provide  (to  the  extent  Seller
continues   to  employ  skilled  technical  personnel),   at   no
additional cost to Buyer, technical consultation (up to  a  total
of  120  man/woman  hours) with respect to  the  relocation,  the
infrastructure and installation of the Barges and other  Acquired
Assets as shall be reasonably requested in writing by Buyer.

     6.8  Public Announcements.  Except as hereafter agreed to in
writing  by  the  Parties,  the  Parties  hereby  agree  that  no
disclosures  with  respect to this Agreement or  the  Acquisition
shall  be made prior to the Effective Date.  Notwithstanding  the
foregoing, nothing shall prevent the Parties from announcing  the
fact  that  Buyer  has  contracted with Seller  Parties  for  the
purchase  of  the Acquired Assets in connection with  the  Mining
Project.   Notwithstanding the first sentence above, if,  in  the
reasonable judgment of a Party, such Party is required by Law  or
by  the  rules  of a national securities exchange, to  issue  any
report,  statement or press release or otherwise make any  public
statements  with  respect to this Agreement  or  the  Acquisition
which  would otherwise violate the restrictions contained in  the
first  sentence  of this Section 6.8 , then such Party  shall  be
permitted  to  make such disclosure following reasonable  advance
notice thereof to the other Parties.

     6.9  Tax Matters.   After  the Closing Date (as applicable),
Buyer and Seller shall use Commercially Reasonable  Efforts   and
cooperate  (without being required to make any payment  or  incur
any economic burden) to provide the other with such assistance as
may reasonably be requested by the other party in connection with
the preparation of any Tax Return, any audit or

<PAGE> 44

other examination by any taxing  authority,  or any  judicial  or
administrative proceedings relating to liability for Taxes.

     6.10 Confidentiality.   Each  Party  shall keep confidential
and  shall  not  disclose  to any Person  without  prior  written
consent  of  the  other Party (the "Provider") the  existence  or
content  of  this  Agreement,  all information  (irrespective  of
written,  oral or any other form) received prior to, on or  after
the  date  hereof  by  such  Party  or  its  representatives  and
Affiliates  (each, a "Recipient") from the Provider in connection
with  this  Agreement, the Ancillary Documents or the Acquisition
(the  "Confidential Information"); provided,  however,  that  the
Recipient   may   disclose  Confidential   Information   to   its
representatives,  potential  and  actual  investors,   financers,
insurers,  contractors,  suppliers,  consultants  and  Affiliates
involved  in the Acquisition or the Mining Project; and  provided
further,  however, subject to the requirements of Section  6.8  ,
Barrick or any Affiliate shall be permitted to announce the  fact
that  it  has  contracted  with Seller Parties  to  purchase  the
Acquired   Assets   in  connection  with  its   proposed   mining
operations.  The Recipient shall be liable for any breach by  its
representatives  and  Affiliates of any  of  its  confidentiality
obligations contained herein.  Notwithstanding the foregoing,  in
the  event  that  the Recipient or any of its representatives  or
Affiliates  is requested pursuant to, or required by,  applicable
Law  or legal process (including rules of any national securities
exchange) to disclose any Confidential Information, the Recipient
shall notify the Provider promptly so that the Provider may  seek
a  protective  order  or  other appropriate  remedy  or,  in  the
Provider's  sole discretion, waive compliance with the  terms  of
this  Agreement.  In the event that no such protective  order  or
other  remedy is obtained, or that the Provider waives compliance
with  the  terms of this Agreement, the Recipient  shall  furnish
only  that  portion  of  the Confidential  Information  that  the
Recipient is advised by counsel is required and will exercise all
reasonable   efforts  as  are  practicable  to  obtain   reliable
assurance  that  confidential  treatment  will  be  accorded  the
Confidential  Information.   Notwithstanding  anything   to   the
contrary,  however, any Party unconditionally shall be  permitted
to  file  with  the U.S. Securities and Exchange  Commission  any
information  regarding this Agreement that it deems advisable  in
its sole discretion.

     6.11  Solicitation by Buyer.  Following delivery of the Wind
Down  Notice, Buyer may solicit the DR Employees for  employment,
provided,  however, that (absent Seller's written consent,  which
shall  not  be  withheld  unreasonably)  no  DR  Employees  shall
commence  employment with the Buyer or its Affiliates  until  the
later to occur of the Closing Date or the Second Closing Date (if
applicable).  Notwithstanding the foregoing, Buyer shall  not  be
obligated  to  offer  to  employ any DR Employees  or  any  other
Person,  and  Seller  Parties  shall  indemnify  Buyer  for   any
liability  Buyer may incur as a result of Law of  a  Governmental
Entity  or labor organization, which requires otherwise.   Seller
and  its  Affiliates will provide reasonable  assistance  in  the
transition  of  those  DR Employees that accept  employment  with
Buyer  pursuant  to  this Section 6.11  .   Not  later  then  ten
(10) days prior to the Closing Date, Buyer shall notify Seller in
writing of the names of the DR Employees which Buyer will hire as
of  the Closing Date (the "Chosen DR Employees").  For the period
(the  "No  Hire  Period")  commencing  on  the  date  hereof  and
continuing until the earlier of (a) the first anniversary of  the
termination of this Agreement pursuant to Section 8.1   (if  this
Agreement  is  terminated) or (b) the first  anniversary  of  the
Closing Date (or, if applicable, the Second Closing Date), except
as otherwise permitted under the terms of this Section 6.11  with
respect  to  DR Employees, Buyer shall not solicit for employment
or  otherwise hire any person who is (as of any point during  the
No  Hire Period) listed as a restricted employee of Seller or its
Affiliates  on  Schedule 6.11 ("Restricted


<PAGE> 45

Employee");  provided,  however,  that  the foregoing restriction
shall not apply  to  the extent that such DR Employee (other than
a Restricted  Employee) has   already  solicited,  responded to a
search for employment for, or is already in discussions (directly,
through a  professional  recruiter,  online  or  otherwise) with,
Buyer or its Affiliates  as  of  the  time  of  this   Agreement;
provided  further  that  the foregoing  restriction  shall not be
deemed  to include general solicitations  of   employment  (e.g.,
the   use   of   general  advertisements  in the media (including
trade media)  or  through  the   engagement  of  firms to conduct
searches  not  specifically directed toward the DR Employees).

     6.12 Insurance Coverage; Risk of Loss.

          (a)  Insurance  Coverage.   From  the  date   of   this
     Agreement through  the  Closing  Date, Seller shall maintain
     or  cause  to  be maintained, at Seller's expense, insurance
     coverage  on the Acquired Assets in accordance with Schedule
     4.14 hereto which may  be  improved by Buyer at its cost and
     expense and Seller will promptly use Commercially Reasonable
     Efforts to implement any  such  changes reasonably requested
     by Buyer in writing.  Seller shall promptly provide proof of
     such insurance upon demand of Buyer.   In  addition, without
     otherwise  limiting  Seller's obligations under this Section
     6.12 , Seller shall notify Buyer  as promptly as practicably
     possible of changes in coverage under,   the  expiration of,
     or the termination of insurance coverage otherwise  required
     hereunder and provide Buyer as  soon as reasonably  possible
     with proof of any insurance policies replacing policies that
     have expired or been terminated.  Seller shall name Buyer as
     an additional insured with respect  to  liability  insurance
     coverage  listed  in  Schedule  4.14  (it  being understood,
     however, that Seller shall, without the consent of    Buyer,
     have  the  right  to  amend, modify or replace any insurance
     maintained  by  Seller  so  long  as  it  complies  with the
     requirements  set out in Schedule 4.14 and Buyer is named as
     an additional  insured with respect to third-party liability
     coverage).  In addition,  Buyer  shall also have the  right,
     but  not  the  obligation,  at its sole cost and expense, to
     procure insurance  in  its  sole  name  with  respect to the
     Acquired Assets.  In case of  Seller's  failure  to maintain
     such insurance, Buyer may procure  such  at Seller's expense
     and deduct such from the Purchase Price.

          (b)  Risk of Loss.  Seller  shall  retain  the  risk of
     loss or  damage  by any  circumstance to any Acquired Assets
     before the Closing.

     6.13 Transfer   Taxes;  Expenses;  VAT.   Any  sales  taxes,
recording  fees  or similar taxes (specifically excluding  Income
Taxes,  capital  gains taxes and other similar taxes  of  Seller)
payable as a direct result of the transfer of the Acquired Assets
(collectively, the "Transfer Taxes") will be paid by Buyer.   The
Parties  will cooperate in the preparation, execution and  filing
of  all  returns, questionnaires, applications or other documents
regarding any Transfer Taxes and VAT (including any VAT exemption
status with respect to the Assets).  Seller shall present to  the
Buyer  the invoice related to the sale of the Acquired Assets  in
compliance  with  applicable Laws and procedures  established  by
local authorities and procedures established by local authorities
so Buyer shall benefit from the VAT tax exemption.

     6.14 Assistance  in  Collecting  Certain Amounts.  If, after
the Closing Date, Seller or any Affiliate of Seller shall wish to
make a claim or otherwise take action with respect to an


<PAGE> 46

Excluded Asset  or an Excluded Liability, Buyer shall at Seller's
expense  paid  in  advance  and  if  reasonably necessary assist,
cooperate and  consult  with  Seller  or such Affiliate of Seller
with respect  to  such  action and shall remit promptly to Seller
or such Affiliate of  Seller any  payments or other sums received
by Buyer that relate thereto.  Seller and the Affiliate of Seller
shall remit promptly to Buyer any payments or other sums received
by Seller or any Affiliates of Seller after the Closing Date that
relate to any Acquired Assets

     6.15 Excluded  Liabilities.  Seller  or  Seller Parent shall
pay  and discharge the Excluded Liabilities as and when the  same
become due and payable.

     6.16 Escrow.  Buyer  and  Seller  shall  give  joint express
written   instructions  and  notices  in  connection   with   the
transactions  contemplated in this Agreement to the Escrow  Agent
with  respect  to  the  Escrow Account and amounts  held  therein
pursuant to this Agreement and the Escrow Agreement.

     6.17 DR  Employees  Warranty.  At  the  Closing Date, Seller
shall  deliver  a  revised Schedule 4.17 which  shall  amend  and
restate  Schedule 4.17 as attached to this Agreement  as  of  the
date of execution hereof.

     6.18 Permits.  Immediately  prior  to  the  Effective Escrow
Deposit  Release Date, and again immediately prior to the Closing
Date,  Seller  shall  deliver a revised  Schedule  2.1(g).   Such
Schedule shall include all permits required by applicable Law  in
connection  with  the operation and utilization of  the  Acquired
Assets.   Seller shall submit this Schedule to Buyer for  Buyer's
local   counsel  approval  and  review;  upon  such  review   and
acceptance,  it  shall replace the existing schedule  and  become
Schedule  2.1(g)  as  of the Closing Date  for  purposes  of  the
Agreement.

     6.19 Certifications.   As  promptly  as  reasonably possible
following  the Effective Date, Seller shall use its  Commercially
Reasonable  Efforts  to obtain and to deliver,  or  cause  to  be
delivered, at its sole cost, the following:

          (a)  a   written   authorization   (the   "Decommission
     Certificate")  from the Superintendence permitting Seller to
     dismantle  the Barges and other Generation Assets and remove
     them from the grid  at  any  time  from and after October 1,
     2010, if not so permitted  at  any time, which authorization
     does not contain any conditions  that  cannot  reasonably be
     expected to  be  fulfilled  by  Seller  at  or  prior to the
     Closing;

          (b)  an official certification  from the Naval Ministry
     (Marina de Guerra) in the Dominican Republic confirming that
     the Barges are registered in the Dominican Republic;

          (c)  an official certification from the General Customs
     Directorate  (Direccion General de Aduanas) in the Dominican
     Republic  confirming that Seller has no pending Indebtedness
     before such institution; and

          (d)  a certification (the "Superintendence Certificate")
     from the  Superintendence  authorizing (i) the pledge of the
     Concession under the Contrato de Prenda de Concesion and the
     Security Agreement and (ii) the assignment of the Concession,
     on  the  Closing  Date,  under the Assignment and Assumption
     Agreement.

<PAGE> 47

     In  addition,  as promptly as reasonably possible  following
the  receipt of the certificate referred to in Section 6.19  (d),
Buyer and Seller agree to execute and deliver the following:

          (e)  Contrato   de   Prenda   de   la   Concesion,   in
     substantially the form attached hereto as Exhibit K; and

          (f)  Contrato   de   Prenda   sin  Desapoderamiento, in
     substantially the form attached hereto as Exhibit L.


                           ARTICLE VII
                         INDEMNIFICATION

     7.1   Indemnification Obligations of Seller Parties.  Seller
Parties  shall, jointly and severally, indemnify,  hold  harmless
and  defend  the Buyer Indemnified Parties from, against  and  in
respect  of  any actual out of pocket losses, claims, damages  or
expenses  (including  amounts paid in settlement  and  reasonable
attorneys'  fees  and  expenses), net of any  insurance  proceeds
actually   received  in  respect  thereof  (after   taking   into
consideration any increase in insurance premium as  a  result  of
the insurance claim) (any of the foregoing, a "Loss") arising out
of:

          (a)  any breach of  any representation or warranty made
     by  any  of  Seller  Parties in Section 4.1  (Organization),
     Section  4.2  (Authorization), Section 4.4  (Title), Section
     4.5   (Absence  of  Material  Adverse  Effect),  Section 4.6
     (Litigation), Section 4.9  (Taxes)  including   any  matters
     listed   in   Schedule   4.9, Section 4.12   (Certain Fees),
     Section 4.16 (Environmental and Other Permits and Licenses),
     Section  4.17  (Labor  Matters  and  Employee Benefits)  and
     Section  4.18   (Absence  of  Certain  Payment  Obligations)
     (hereinafter  collectively   referred  to   as  the  "Seller
     Fundamental  Representations") or  any  closing  certificate
     confirming the accuracy thereof at Closing;

          (b)  any breach of any representation or  warranty made
     by any of  Seller  Parties  in  Article IV of this Agreement
     which   does   not   constitute   a   Seller     Fundamental
     Representation or any closing  certificate  confirming   the
     accuracy thereof at Closing;

          (c)  a Seller Delivery Failure;

          (d)  any   breach   of   any   covenant,  agreement  or
     undertaking made by  Seller in this Agreement (other than as
     described  in  Section  7.1 (c))  or any closing certificate
     confirming the accuracy thereof at Closing; and

          (e)  any Excluded Liability.

     7.2   Indemnification  Obligations of Buyer.   Buyer  shall,
indemnify and hold harmless the Seller Indemnified Parties  from,
against and in respect of any and all Losses arising out of:

          (a)  any breach  of any representation or warranty made
     by  Buyer  in  Section  5.1   (Organization),  Section   5.2
     (Authorization),  Section  5.4   (Litigation) or Section 5.5
     (Certain  Fees) (hereinafter collectively referred to as the
     "Buyer Fundamental Representations");

<PAGE> 48

          (b)  any breach of any representation or warranty  made
     by any of  Buyer in Article V of  this Agreement (other than
     the  Buyer  Fundamental  Representations)  or  any   closing
     certificate confirming the accuracy thereof at Closing;

          (c)  any   breach   of   any   covenant,  agreement  or
     undertaking  made  by Buyer in this Agreement or any closing
     certificate confirming the accuracy thereof at Closing; or

          (d)  any Assumed Liability.

     7.3  Survival. (a)  The representations and warranties given
or  made  by  any  Party  herein  shall survive the Closing for a
period  ending  on the first anniversary of the Closing Date (or,
if there is a Second Closing Date pursuant to Section 6.6, on the
first anniversary of the  Second  Closing  Date); except that (i)
the Buyer Fundamental Representations and the Seller  Fundamental
Representations shall survive the Closing indefinitely  or  until
the  date  thirty  (30)  days following  the  expiration  of  any
applicable  statutes of limitations if one exists, and  (ii)  any
representation  or  warranty as to which  a  claim  (including  a
contingent  claim) shall have been asserted during the applicable
survival  period  shall continue in effect with respect  to  such
claim  until  such  claim  shall have been  finally  resolved  or
settled.

          (b)  The  covenants  and  agreements  of  the   Parties
     contained in  this  Agreement,  including those set forth in
     Article VI, shall  survive  the  Closing  in accordance with
     their terms.

     7.4  Indemnification Procedure.

          (a)  Procedures for Third-Party Claims.  Promptly after
     receipt by an  Indemnified Party of notice by a third  party
     of a  threatened  or  filed complaint  or the threatened  or
     actual  commencement  of any audit, investigation, action or
     proceeding with respect to  which such Indemnified Party  is
     covered  hereunder,  such  Indemnified Party  shall  provide
     written  notification  to  Buyer, on the one hand, or Seller
     Parties,  on  the  other   hand,  whoever is the appropriate
     indemnifying Party hereunder (the "Indemnifying Party"), but
     in any  event  within  five  (5)  days after the Indemnified
     Party's knowledge of threatening or filing of such complaint
     or knowledge of the threatened  or  actual  commencement  of
     such audits, investigation,  action or proceeding; provided,
     however, that  the  failure  to  so  notify the Indemnifying
     Party shall  relieve  the  Indemnifying Party from liability
     under this Agreement with respect to such claim only if, and
     only  to  the  extent  that,  such  failure   to  notify the
     Indemnifying Party results  in  material  prejudice  to  the
     Indemnifying    Party  with  respect  to  such  claim.   The
     Indemnifying Party shall have the right, upon written notice
     delivered  to the Indemnified Party within thirty (30)  days
     thereafter, to assume the defense of such complaint,  audit,
     investigation,   action   or  proceeding,   including    the
     employment  of  counsel   reasonably  satisfactory   to  the
     Indemnified Party and the payment of the reasonable fees and
     disbursements of such counsel.   If  the  Indemnifying Party
     declines  or  fails  to  assume  and continue  to diligently
     prosecute the defense of the  audit, investigation,   action
     or proceeding (with respect to which the   Indemnified Party
     is covered hereunder) on the terms provided   above   within
     such  thirty (30) day period, however, the Indemnified Party
     may  employ  counsel  to  represent or defend it in any such
     audit, investigation, action or proceeding and, the

<PAGE> 49


     Indemnifying  Party  will  pay  the  reasonable   fees   and
     disbursements of such counsel as incurred; provided, however,
     that the  Indemnifying Party will not be required to pay the
     fees and  disbursements of more than one (1) counsel for all
     Indemnified Parties in any jurisdiction in any single audit,
     investigation,   action   or   proceeding.   In   any audit,
     investigation, action or   proceeding  with respect to which
     indemnification is being sought  hereunder,  the Indemnified
     Party or the Indemnifying  Party,  whichever is not assuming
     the  defense  of  such  action,  shall  have  the  right  to
     participate in such matter and to retain its own  counsel at
     such   Party's   own   expense.  The  Indemnifying  Party or
     the Indemnified Party,  as  the  case  may  be, shall at all
     times  use  Commercially  Reasonable  Efforts  to  keep  the
     Indemnifying Party or the Indemnified Party, as the case may
     be, apprised of the status  of  any  matter  the  defense of
     which they are maintaining and to  cooperate  in  good faith
     with  each  other  with  respect  to the defense of any such
     matter.  No Indemnified Party may settle or   compromise any
     claim or consent to the entry of any judgment with   respect
     to which indemnification is being sought  hereunder  without
     the prior written consent of the Indemnifying Party.

          (b)  Procedures  for  Direct Claims.  If an Indemnified
     Party  claims  a right to payment pursuant to this Agreement
     not involving a third party claim covered by Section 7.4 (a)
     hereof,  such Indemnified Party shall send written notice of
     such  claim  to  the  appropriate  Indemnifying Party.  Such
     notice  shall  specify  the  basis  for  such claim.  If the
     Indemnifying Party has timely  disputed  its  liability with
     respect  to  such  claim,  the  Indemnifying  Party  and the
     Indemnified Party shall proceed in good faith to negotiate a
     resolution  of  such  dispute  and,  if not resolved through
     negotiations, such dispute shall be resolved by  arbitration
     in accordance with this Agreement.

     7.5  Seller  Liability Limits.  Notwithstanding  anything to
the  contrary   set  forth  in  this  Agreement,  Seller Parties'
obligation  to   indemnify,  defend  and  hold  Buyer Indemnified
Parties harmless shall be limited as follows:

          (a)  no  amounts of indemnity shall be payable pursuant
     to  Section 7.1 (b)  unless the amount of Loss in connection
     with  Section 7.1  (b)  suffered  by Buyer Indemnified Party
     related to each  individual  claim  exceeds  Fifty  Thousand
     Dollars  (U.S. $50,000),  and  then,  subject  to  the other
     limitations of  this  Agreement,  to the full extent of such
     claim;

          (b)  no  amounts of indemnity shall be payable pursuant
     to  Section  7.1 (b)  unless  and  until  Buyer  Indemnified
     Parties shall  have  suffered  Losses  in  excess  of  Seven
     Hundred  Fifty  Thousand  Dollars  (U.S.  $750,000)  in  the
     aggregate, in which case Buyer  Indemnified Parties shall be
     entitled  to  recover  only  such  Losses in excess of Three
     Hundred Seventy Five Dollars (U.S. $375,000);

          (c)  Seller's  obligations to Buyer as result of Seller
     Delivery  Failure  shall  be determined solely in accordance
     with Section 2.5  (b) and Section 6.6 (f) and there shall be
     no liability therefor except as set forth in Section 2.5 (b)
     and Section 6.6 (f);

          (d)  in  no  event  shall  the  aggregate   amount   of
     indemnity required to be paid by Seller Parties to all Buyer
     Indemnified Parties pursuant to Section 7.1 (b), Section 7.1
     (c)

<PAGE> 50

     (and Seller's related  obligations under Section 2.5 (b) and
     Section 6.6 (f)) and  Section  7.1 (d)  exceed  a  total  of
     Fifteen Million Dollars (U.S. $15,000,000);

          (e)  in  no  event  shall  the  aggregate   amount   of
     indemnity required to be paid by Seller Parties to all Buyer
     Indemnified Parties pursuant to Section 7.1 (a), Section 7.1
     (b), Section 7.1 (c) (and Seller's related obligations under
     Section 2.5 (b) and  Section  6.6 (f))  and Section  7.1 (d)
     exceed  an  amount  equal  to  the  greater  of (i) the Base
     Purchase Price and (ii) the Total Purchase Price;

          (f)  Seller's   obligations  under  Section  7.1 (a) or
     Section  7.1 (b)  with  respect  to   a   breach   of    any
     representation or warranty  made by any of Seller Parties in
     Section  4.7  (as  it  relates  to  Environmental   Laws and
     Environmental   Permits),   Section  4.10 (as  it relates to
     Environmental   Laws   and Environmental Permits) or Section
     4.16  shall  be  limited  to  Losses  constituting    fines,
     penalties  or  liability   claims   that   are   payable  to
     Governmental Entities or other third parties;

          (g)  for  purposes of computing the aggregate amount of
     claims against Seller Parties, the amount of each claim by a
     Buyer  Indemnified  Party  shall  be  deemed to be an amount
     equal  to,  and  any  payments by Seller Parties pursuant to
     Section 7.1 (b) shall be limited to, the amount of Losses in
     connection with  Section 7.1 (b) that remain after deducting
     therefrom (i) any  third party  insurance  proceeds actually
     received  (less  any  future  increase in insurance premiums
     payable  by  Buyer  Indemnified  Parties as a result of such
     insurance  payment),  and  any  indemnity,  contributions or
     other similar payment payable by any  third  party  actually
     received with respect thereto, and (ii) to  the extent Buyer
     has used such Losses for Tax purposes, any net  Tax  benefit
     recognized (by reason of a Tax deduction, basis   reduction,
     shifting of income, credit and/or deductions  or  otherwise)
     by a Buyer Indemnified Party or any Affiliate thereof   with
     respect to the Losses or items giving rise to such claim for
     indemnification;

          (h)  the  amount  of  indemnity  payable  pursuant   to
     Section 7.1 (b) with respect to any Loss shall be reduced to
     the extent  appropriate to reflect the relative contribution
     to such Loss, if  any,  caused  by actions taken by Buyer or
     any Affiliate of Buyer after the Closing;

          (i)  in  any  case  where  a  Buyer  Indemnified  Party
     recovers from  third  Persons  any  amount  in  respect of a
     matter with respect to  which Seller Parties has indemnified
     the Buyer Indemnified Party pursuant to this Agreement, such
     Buyer Indemnified Party shall  promptly  pay  over to Seller
     Parties the amount so recovered  (after deducting  therefrom
     the full amount of the expenses  incurred by it in procuring
     such recovery), but  not  in  excess  of the  sum of (i) any
     amount previously so paid by Seller Parties to or  on behalf
     of Buyer Indemnified Party in  respect  of  such  matter and
     (ii)  any amount expended by Seller in pursuing or defending
     any claim arising out of such matter; and

          (j)  in   any   claim  for  indemnification  under this
     Agreement, Seller Parties shall not be required to indemnify
     any Buyer  Indemnified  Party  for its special, exemplary or
     consequential  damages, including loss of profit or revenue,
     any  multiple  of  reduced  cash  flow,  interference   with
     operations, or loss of tenants, lenders, investors or buyers.

<PAGE> 51

Any  indemnity  payment  under  this Agreement by Seller shall be
treated  as  an  adjustment  to  the  Purchase  Price for all Tax
purposes.

     7.6  Buyer  Liability  Limits.  Notwithstanding  anything to
the contrary set forth in  this  Agreement,  Buyer  obligation to
indemnify,  defend and hold Seller Indemnified  Parties  harmless
shall be limited as follows:

          (a)  no amounts of  indemnity shall be payable pursuant
     to Section 7.2 (b) unless  the amount  of Loss in connection
     with  Section 7.2 (b)  suffered  by Seller Indemnified Party
     related to each  individual  claim  exceeds  Fifty  Thousand
     Dollars  (U.S.  $50,000),  and   then,  subject to the other
     limitations of  this Agreement,  to the  full extent of such
     claim;

          (b)  no  amounts of indemnity shall be payable pursuant
     to  Section  7.2 (b)  unless  and until,  Seller Indemnified
     Parties  shall  have  suffered  Losses  in  excess  of Seven
     Hundred Fifty  Thousand  Dollars  (U.S.  $750,000)   in  the
     aggregate, in which case Seller Indemnified Parties shall be
     entitled  to  recover  only  such  Losses in excess of Three
     Hundred Seventy Five Thousand Dollars (U.S. $375,000);

          (c)  Buyer's  obligation  to  Seller  as a result of an
     early  decommission shall be calculated solely in accordance
     with the definition of the Early Decommission Payment;

          (d)  in  no  event  shall  the  aggregate   amount   of
     indemnity  required  to  be  paid  by  Buyer  to  all Seller
     Indemnified  Parties pursuant to Section 7.2 (b) and Section
     7.2 (c) exceed a total  of  Fifteen  Million  Dollars  (U.S.
     $15,000,000);

          (e)  in  no  event  shall  the  aggregate   amount   of
     indemnity  required  to  be paid by  the Buyer to all Seller
     Indemnified Parties pursuant to Section 7.2 (a), Section 7.2
     (b), and Section7.2 (c)  exceed the  greater of (i) the Base
     Purchase Price and (ii) the Total Purchase Price;

          (f)  for  purposes of computing the aggregate amount of
     claims  against  the  Buyer,  the amount  of each claim by a
     Seller  Indemnified  Party  shall  be deemed to be an amount
     equal to, and  any payments by Buyer pursuant to Section 7.2
     (b) shall be  limited to, the amount of Losses in connection
     with Section 7.2  (b)  that remain after deducting therefrom
     (i) any third party  insurance  proceeds  actually  received
     (less any future increase in  insurance  premiums payable by
     Seller  Indemnified  Parties  as  a result of such insurance
     payment), and any indemnity,  contributions or other similar
     payment payable by any third party  actually  received  with
     respect thereto and (ii) to the extent such Seller Party has
     used  such  Losses  for  Tax  purposes,  any net Tax benefit
     recognized (by reason of a Tax deduction,  basis  reduction,
     shifting of income, credit and/or deductions  or  otherwise)
     by a Seller Indemnified Party or any Affiliate thereof  with
     respect to the Losses or items giving rise to such claim for
     indemnification;

          (g)  the  amount  of  indemnity  payable  pursuant   to
     Section 7.2 (b) with respect to any Loss shall be reduced to
     the extent  appropriate to reflect the relative contribution
     to such Loss, if any, caused by actions taken by such Seller
     Party or any Affiliate after the Closing;

<PAGE> 52

          (h)  in  any  case  where  a  Seller  Indemnified Party
     recovers from  third  Persons  any  amount  in respect  of a
     matter with respect to  which  Buyer  has indemnified Seller
     Indemnified Party pursuant to  this  Agreement,  such Seller
     Indemnified Party shall  promptly  pay  over  to  Buyer  the
     amount so recovered  (after  deducting  therefrom  the  full
     amount  of  the  expenses  incurred  by it in procuring such
     recovery),  but  not  in excess of the sum of (i) any amount
     previously  so  paid  by  Buyer  to  or  on behalf of Seller
     Indemnified  Party  in  respect of  such matter and (ii) any
     amount expended by Seller in pursuing or defending any claim
     arising out of such matter; and

          (i)  in  any  claim  for  indemnification   under  this
     Agreement, Buyer  shall  not  be  required  to indemnify any
     Seller   Indemnified  Party  for  its  special, exemplary or
     consequential damages, including  loss of profit or revenue,
     any  multiple  of  reduced  cash  flow,  interference   with
     operations, of loss of tenants, lenders, investors or buyers.

     7.7  Reasonable  Steps  to  Mitigate.  The Indemnified Party
will  take   all   Commercially  Reasonable  Efforts    at    the
Indemnifying  Party's  cost  (paid  to the Indemnified  Party  in
advance) to mitigate all Losses, including availing itself of any
defenses,  limitations,  rights  of  contribution, claims against
third Persons and other rights at Law or equity, and will provide
such evidence  and  documentation of the nature and extent of the
Loss as may  be reasonably requested by the Indemnifying Party.

     7.8  Exclusive  Remedies.  The  provisions of this Agreement
and the Security Agreement which expressly set forth  the  rights
and  remedies  shall  be deemed exclusive  and there shall be  no
other remedy or relief whatsoever available in lieu thereof  with
respect  to such matters; provided, however, that nothing  herein
shall  limit  in  any  way such Party's remedies  in  respect  of
(i) the right to obtain specific performance of the terms of this
Agreement  or  the  Security Agreement or (ii) fraud  by  another
Party arising in connection with this Agreement.

     7.9  Force Majeure Losses.  Notwithstanding anything in this
Agreement to the contrary, no Party shall be responsible for  any
other Party's Losses to the extent any such Loss resulted from  a
Force Majeure Event.

                          ARTICLE VIII
                           TERMINATION

     8.1  Termination.  This Agreement may be  terminated  at any
time at or prior to the Closing:

          (a)  in writing, by mutual consent of the Parties;

          (b)  by Seller or Buyer upon the delivery of a Baseline
     Termination Notice in accordance with Section 2.12 ;

          (c)  by written notice from Buyer to Seller at any time
     during  the  month  of  June  2009  upon the occurrence of a
     Registration Termination Event;

<PAGE> 53


          (d)  by  written  notice  from Buyer  to Seller or from
     Seller  to  Buyer  (i)  upon  the  occurrence  of  an  Early
     Termination  Event  or (ii)  upon  the  occurrence    of   a
     Decommission Non-Authorization Event;

          (e)  by  written  notice  from Buyer to Seller (i) if a
     Major  Delivery  Failure has occurred with respect to either
     of the Barges which has not been cured as of the last day of
     the  Delivery  Window, (ii) pursuant to Section 6.6 (b) as a
     Force  Majeure  Termination, or (iii) if Seller has received
     the Wind  Down  Notice from Buyer and if the Closing has not
     occurred, for  any reason other than delay or nonperformance
     by Buyer of its  obligations  under  this  Agreement,   with
     respect to the Barges, on or before May 31, 2011;

          (f)  by  written  notice  from Seller to Buyer once all
     Seller's  delivery  obligations  hereunder  are tendered and
     Buyer fails to  authorize  the  Escrow  Agent to release the
     Escrow Deposit and pay  the  balance  of  the  Closing  Date
     Payment in accordance with  Section 3.2 , and Buyer fails to
     cure  such  default  within ten  (10)  Business  Days  after
     receipt of written notice of such failure from Seller; and

          (g)  in  the  event  that,  at  any  time  during  this
     Agreement, it is  reasonably  expected  that a Special Force
     Majeure Event (i) will  last  longer than one hundred twenty
     (120) calendar days from date  as  of  which Buyer gives the
     written notice to Seller of the  Special Force Majeure Event
     by Buyer and (ii) will materially and  adversely  affect the
     performance by Seller of its obligations (other than payment
     obligations) under or pursuant to this  Agreement, Buyer has
     the sole  option  to  terminate  the  Agreement after giving
     written  notice  to  Seller  that  it  intends   to   obtain
     alternative  generation  assets for the Mining Project.  The
     definition  of  Special Force Majeure Event, for purposes of
     this  Section  8.1 (g),  means (i) sabotage, war, blockades,
     insurrections,  and  acts of terrorism, which are reasonably
     predicted  by  an  independent  expert to last longer than a
     period  of  one  hundred  twenty  (120)   days,   (ii)   the
     continuation for a  period  lasting  longer than one hundred
     twenty (120) days of  naturally  occurring  phenomena to the
     extent occurring in the  Dominican  Republic of acts of God,
     including storms, floods, hurricanes, tornadoes, earthquakes,
     tsunami, volcanic  eruption,  landslide,  famine,  plague or
     epidemic, and (iii) any laws,  orders,  rules,  regulations,
     acts or restraints of any  Governmental  Entity or authority
     (civil or military), which are  reasonably  expected to last
     longer than a period of one hundred  twenty (120) days after
     the  Parties  have  jointly  used  Commercially   Reasonable
     Efforts to cause such action by such  Governmental Authority
     to cure the Special Force Majeure Event  (to the extent that
     such has not been provoked, caused or created  by  an act or
     omission  of   Buyer   or   Seller,   or   their  respective
     Affiliates,  contractors, subcontractors, agents, employees,
     officers or directors).

     8.2  Procedure and  Effect  of Termination.  In the event of
the termination of this Agreement, each Party shall redeliver all
documents  and other materials of the other Parties  relating  to
the  transaction contemplated hereby, whether so obtained  before
or  after the execution hereof, to the Party furnishing the same,
and  there shall be no liability or obligation hereunder  on  the
part of any of the Parties or any of their respective Affiliates,
except that the obligations provided for in this Section 8.2  and
in  Section  8.3   and  in  Sections  6.8  ,  Section  6.10   and
Section 9.1 hereof shall survive any such termination.

<PAGE> 54


     8.3  Termination Fees.

          (a)  If this Agreement is terminated in writing  by the
     Parties  pursuant  to  Section  8.1 (a) hereof,  the Parties
     shall take such  steps  as shall be specified in such mutual
     agreement.

          (b)  If this Agreement is terminated by Buyer or Seller
     pursuant  to Section 8.1 (b), then  no  Party shall have any
     further rights or obligations hereunder.

          (c)  If  this Agreement is terminated by Buyer pursuant
     to  Section 8.1 (c) or  Section 8.1(g) or by Buyer or Seller
     pursuant  to Section 8.1 (d), then (i) Seller shall promptly
     pay to Buyer,  by  wire  transfer  of immediately  available
     funds to  a  bank  account  (or accounts) as shall have been
     designated in writing by Buyer to Seller, an amount (in U.S.
     Dollars) equal  to  the  sum  of  (A)  the  Effective Escrow
     Deposit  plus  (B)  the  Seller Interest Payment plus (C) if
     applicable  and  not previously paid by Seller to the Escrow
     Agent, the Escrow Shortfall and (ii) Buyer and Seller  shall
     instruct  the  Escrow  Agent  to  disburse  to  Buyer,    in
     accordance  with  the  terms  of  the  Escrow  Agreement the
     following:  the Effective Escrow Deposit, the Escrow Deposit
     and the Escrow  Interest Amount; Buyer shall upon receipt of
     the above amount, at the cost of Buyer, release all liens on
     the Acquired Assets  pursuant to the Security Agreement.  In
     this regard, Seller agrees that the amounts payable to Buyer
     pursuant to this  Section 8.3 (c)  are fair  and reasonable,
     are not penalties and  are intended to compensate the losses
     expected  to  be  incurred  by  Buyer  as  a  result  of the
     termination of this Agreement pursuant  to  Section 8.1 (c),
     Section 8.1 (d) or Section 8.1 (g), and Buyer  and    Seller
     Parties  hereby  accept  and  agree  to the foregoing damage
     calculation.

          (d)  If this Agreement  is terminated by Buyer pursuant
     to  Section  8.1 (e),  then (i) Seller shall promptly pay to
     Buyer, by  wire transfer of immediately available funds to a
     bank account  (or accounts) as shall have been designated in
     writing by Buyer  to Seller,  an  amount  (in  U.S. Dollars)
     equal to the sum of  (A)  the  Effective Escrow Deposit plus
     (B) the Seller Interest  Payment plus (C) if due, the Seller
     Late Decommission Payment  plus  (D)  if  applicable and not
     previously paid by Seller to the  Escrow  Agent,  the Escrow
     Shortfall and (ii)  Buyer  and  Seller  shall  instruct  the
     Escrow Agent to disburse to Buyer, in  accordance  with  the
     terms  of  the  Escrow Agreement, the Escrow Deposit and the
     Escrow Interest Amount, and Buyer shall upon receipt  of the
     above amount, at the cost of Seller,  release  all  liens on
     the Acquired Assets pursuant to the Security Agreement.   In
     this regard, Seller agrees that the amounts payable to Buyer
     pursuant  to  this  Section 8.3 (d) are fair and reasonable,
     are not  penalties and are intended to compensate the losses
     expected  to  be  incurred  by  Buyer  as  a  result  of the
     termination  of  this Agreement pursuant to Section 8.1 (e),
     and Buyer and Seller  Parties hereby accept and agree to the
     foregoing damage calculation.

          (e)  If this Agreement is terminated by Seller pursuant
     to  Section 8.1 (f),  then (i)  Seller shall be entitled (A)
     to retain the Effective Escrow Deposit and (B) if applicable,
     to be paid  the Early Decommission Payment by Buyer and (ii)
     if applicable  and  not  previously  paid  by  Seller to the
     Escrow Agent, Seller  shall  pay  to  the  Escrow  Agent the
     Escrow  Shortfall.  Upon  termination  of   this   Agreement
     pursuant to Section 8.1

<PAGE> 55

     (f), Buyer shall, at Buyer's expense,  release  all liens on
     the  Acquired  Assets  pursuant  to the   Security Agreement
     and  the  Escrow Agent shall release the  Escrow Deposit and
     the Escrow Interest Amount  to Buyer.  In this regard, Buyer
     agrees that the amounts payable to Seller   pursuant to this
     Section 8.3 (e) are  fair  and reasonable, are not penalties
     and reflect  the  parties'  assessment and  estimate of  the
     damages  and losses  reasonably payable to     Seller  as  a
     result  of  the termination of this Agreement   pursuant  to
     Section 8.1 (f), and  Buyer and Seller Parties hereby accept
     and  agree  to  the  foregoing   amounts   as     liquidated
     damages.

          (f)  Notwithstanding  anything  herein to the contrary,
     it is  understood  that Seller's obligation to pay to Buyer,
     pursuant  to  this  Section  8.3 ,  an  amount  equal to the
     Effective Escrow  Deposit  or  the  Seller  Interest Payment
     shall be applicable only  if the Effective Escrow Deposit is
     paid  to  Seller  in  accordance  with  Section 2.11 ,  and,
     similarly, Buyer's and Seller's  obligation  to instruct the
     Escrow  Agent  to  disburse  to  Buyer  the Effective Escrow
     Deposit, the Escrow Deposit and the Escrow  Interest  Amount
     shall be  applicable  only  if  Buyer  has  deposited    the
     Effective   Escrow   Deposit   or   the   Escrow Deposit, as
     applicable, with the Escrow  Agent pursuant to Section  3.1.

          (g)  Notwithstanding  anything  herein to the contrary,
     it is  understood  that  Buyer or Seller, as applicable, may
     elect to  forgo  the  right  to  terminate  this   Agreement
     pursuant to Section 8.1 .

     8.4  No  Duplicate  Payments.   Notwithstanding  anything in
this  Agreement  to the contrary, it  is understood that no Party
shall  be   required  to  make (or be charged with) any duplicate
payment  under   this  Agreement,  the  Escrow Agreement  or  the
Security Agreement.   Thus,  for  example, Seller  Parties  shall
not be required  to  make  a Seller Late Decommission Payment  to
Buyer  under   Section  2.5 (b) and  also separately to have  the
Closing  Date  Payment  reduced  by the Seller Late  Decommission
Payment pursuant to  Section 3.1 (c)(v).  Similarly, for example,
Buyer  shall   not   be  required  both  to  pay Seller the Early
Decommission  Payment  pursuant  to  Section  8.3(e)(i) and  also
separately to have  the  Closing  Date   Payment increased by the
Early  Decommission Payment pursuant to Section 3.1 (c)(iv).

                           ARTICLE IX
                          MISCELLANEOUS

     9.1   Fees and Expenses.  Whether or not the Acquisition  is
consummated  pursuant hereto, each of Seller  Parties  and  Buyer
shall  pay  all fees and expenses incurred by, or on  behalf  of,
Seller Parties or Buyer, respectively, in connection with, or  in
anticipation  of,  this  Agreement and the  consummation  of  the
Acquisition.

     9.2  Notices.   All  notices, requests, demands, waivers and
other communications  required or permitted  to  be  given  under
this Agreement  shall be in writing and shall be given by any  of
the following methods: (a) personal delivery; (b) U.S. registered
or U.S. certified mail, postage prepaid, return receipt requested;
(c)  by  a  nationally recognized overnight courier service);  or
(d)  by  facsimile transmission.  Notices shall be  sent  to  the
appropriate  Party at its address given below (or at  such  other
address  for  such Party as shall be specified  by  notice  given
hereunder:


<PAGE> 56

          If to Buyer, to:

               Pueblo Viejo Dominicana Corporation
               P.O. Box 1395
               First Floor, Enfield House
               Upper Collymore Rock
               St. Michael, Barbados
               Attention:  Chairman
               Telephone:  +1-246-430-8875
               Facsimile:  +1-246-437-8860

          with a copy to:

               Barrick Gold Corporation
               3700 - 161 Bay Street
               P.O. Box 212
               Toronto, Ontario
               Canada M5J 2S1
               Attention:  General Counsel
               Telephone:  +1-416-861-9911
               Facsimile:  +1-416-861-9717

               Pellerano & Herrera
               Av. John F. Kennedy No. 10
               Santo Domingo, Dominican Republic
               Attention:  Mariangela Pellerano Hazoury
               Phone:  +1-809-541-5200
               Facsimile:  +1-809-567-0773

          If to Seller, to:

               Transcontinental Capital Corporation (Bermuda)
               Ltd.
               c/o Seaboard Corporation
               9000 West 67th Street
               Shawnee Mission, Kansas  66202
               United States of America
               Attention:  David Becker, General Counsel
               Telephone:  +1-913-676-8925
               Facsimile:  +1-913-676-8978

<PAGE> 57


          with a copy to:

               Transcontinental Capital Corporation (Bermuda) Ltd.
               c/o Seaboard Corporation
               9000 West 67th Street
               Shawnee Mission, Kansas  66202
               United States of America
               Attention:   David Becker, General Counsel
               Telephone:  +1-913-676-8925
               Facsimile:  +1-913-676-8978

               King & Spalding LLP
               1180 Peachtree Street, N.E.
               Atlanta, Georgia 30309
               United States of America
               Attention:   Russell Richards, Esq.
               Telephone:  +1-404-572-4695
               Facsimile:  +1-404-572-5132

          If to Seller Parent, to:

               Seaboard Corporation
               9000 West 67th Street
               Shawnee Mission, Kansas  66202
               United States of America
               Attention:   Robert Steer, Executive Vice
               President and Chief Financial Officer
               Telephone:  +1-913-676-8833
               Facsimile:  +1-913-676-8976

          with a copy to:

               Seaboard Corporation
               9000 West 67th Street
               Shawnee Mission, Kansas  66202
               United States of America
               Attention:   David Becker, General Counsel
               Telephone:  +1-913-676-8925
               Facsimile:  +1-913-676-8978

     Each  such  notice or communication shall be effective  when
delivered  at the address specified in this Section 9.2   (or  in
accordance with the latest unrevoked direction from such  Party);
provided,   however,  with  respect  to  notice   via   facsimile
transmission, notice or communication shall be effective when the
sending  Party  has received a report of successful transmission.
In  the event of facsimile transmission, the sending Party  shall
promptly thereafter send a copy thereof via methods (a),  (b)  or
(c) for good order.

<PAGE> 58

     9.3   Severability.  If any term or other provision of  this
Agreement  or  any  Ancillary Document  is  invalid,  illegal  or
incapable of being enforced by any rule of Law or public  policy,
all  other terms, conditions and provisions of this Agreement  or
the  applicable Ancillary Document shall nevertheless  remain  in
full  force and effect so long as the economic or legal substance
of  the  Acquisition  is  not affected in any  manner  materially
adverse  to any Party.  Upon such determination that any term  or
other  provision  is  invalid,  illegal  or  incapable  of  being
enforced,  the  Parties shall negotiate in good faith  to  modify
this  Agreement  or the applicable Ancillary Document  so  as  to
effect  the original intent of the Parties as closely as possible
in  a mutually acceptable manner in order that the Acquisition be
consummated  as  originally contemplated to  the  fullest  extent
possible.

     9.4  Binding Effect; Assignment.  This Agreement  and all of
the provisions hereof shall be binding upon  and  shall  inure to
the benefit of the Parties and their  respective  successors  and
permitted assigns.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned, directly or
indirectly,  including by operation of Law, by any Party  without
the  prior written consent of any other Party; provided, however,
that  Buyer may assign this Agreement to any Financing  Party  in
connection  with  the financing of the Pueblo  Viejo  mining  and
processing  project  in  the  Dominican  Republic  (the   "Mining
Project"), but, in such case, Buyer shall continue to be bound by
the terms hereof.

     9.5  No  Third-Party  Beneficiaries.   This   Agreement   is
exclusively for   the   benefit  of  Seller  Parties,  and  their
respective  successors and permitted assigns, with respect to the
obligations of Buyer under this Agreement, and for the benefit of
Buyer, and  its respective successors and permitted assigns, with
respect to the obligations of Seller Parties under this Agreement,
and this  Agreement shall not be deemed to confer upon or give to
any other third party any remedy, claim, liability, reimbursement,
cause of action or other right.

     9.6  Entire   Agreement.   This   Agreement  (including  the
Schedules  and   Exhibits  attached  hereto)  and  the  Ancillary
Documents  constitute the entire agreement among the Parties with
respect to the  subject  matter  of this Agreement and  supersede
all  other  prior agreements and understandings, both written and
oral,  among  the  Parties  with respect to the subject matter of
this Agreement.

     9.7  Governing Law and Choice of Forum.

          (a)  Subject   to the provisions of Section 9.10 , this
     Agreement  shall be governed by, and construed in accordance
     with, the laws of the State of New York.

          (b)  Subject  to  the terms of Section 9.7 (c), actions
     arising out  of  or  relating to this Agreement (except with
     respect to the  Security  Agreement, documents, certificates
     or instruments filed outside the United States of America in
     connection therewith)  shall  be heard and determined in any
     New York federal court  sitting in the Borough  of Manhattan
     of The City of New York (except with respect to the Security
     Agreement,  documents,  certificates  or  instruments  filed
     outside   the   United  States  of  America  in   connection
     therewith); provided, however, that if such  federal   court
     does not have jurisdiction over  such  action,  such  action
     shall be  heard  and  determined exclusively in any New York
     state  court sitting in the Borough of Manhattan of The City
     of New York.

<PAGE> 59

     Consistent with the preceding sentence, the  Parties  hereby
     (i) submit to the jurisdiction of any federal or state court
     sitting  in the Borough of Manhattan of The City of New York
     for  the purpose of any action arising out of or relating to
     this  Agreement  brought  by  any  party  hereto  and   (ii)
     irrevocably waive, and agree not to assert by way of motion,
     defense, or otherwise, in any such action, any claim that it
     is not subject personally  to the jurisdiction of the above-
     named courts,  that  its  property  is exempt or immune from
     attachment or execution, that  the  action  is brought in an
     inconvenient forum, that the venue of the action is improper,
     or that this Agreement or the transactions  contemplated  by
     this Agreement may not be enforced in or by any of the above-
     named courts.

          (c)  Notwithstanding the provisions of Section 9.7 (b),
     Buyer or  Seller  may initiate proceedings  seeking specific
     performance  pursuant  to  Section  9.10  of  this Agreement
     against the other  Parties  (i) in any federal court sitting
     in the Borough of  Manhattan  of  the  City  of  New   York;
     provided, however, that if  such federal court does not have
     jurisdiction over such action,  such  action  shall be heard
     and  determined  exclusively  in  any  New  York state court
     sitting in the Borough of Manhattan of The City of New York,
     or (ii) in the country of, and under the laws of,  (A)   the
     Dominican  Republic  or  (B) any such jurisdiction where the
     Barges are to be found.

     9.8  Waiver of  Jury  Trial.  Each  of  the  Parties  hereby
waives to  the   fullest  extent  permitted by applicable Law any
right it may  have   to   a  trial  by  jury  with respect to any
litigation directly  or  indirectly  arising  out of, under or in
connection   with    this   Agreement    or    the   transactions
contemplated by  this  Agreement. Each  of the Parties hereby (a)
certifies that no representative, agent or  attorney of the other
party has represented, expressly  or  otherwise, that  such other
party would not, in the  event of litigation,  seek  to   enforce
the   foregoing   waiver   and (b) acknowledges  that it has been
induced   to    enter  into   this Agreement and the transactions
contemplated by this Agreement, as applicable,  by,  among  other
things,  the  mutual  waivers  and certifications in this Section
9.8.

     9.9  Process   Agents.   Seller  Parties  hereby irrevocably
designate  and  appoint  Corporation  Service  Company  as  their
authorized agent  upon   which  process  may  be  served  in  any
action,  suit  or  proceeding  arising out of or relating to this
Agreement or any Ancillary  Documents.   Buyer hereby irrevocably
designates  and  appoints  National  Corporate Research, Ltd.  as
its  authorized  agent   upon  which process may be served in any
action,  suit  or  proceeding  arising out of or relating to this
Agreement  or  any Ancillary Documents.

     9.10 Specific  Performance.   The  Parties  acknowledge  and
agree  that any breach of the terms of this Agreement would  give
rise to irreparable harm for which money damages would not be  an
adequate  remedy  and  accordingly the  Parties  agree  that,  in
addition  to any other remedies, each Party shall be entitled  to
enforce  the  terms  of this Agreement by a  decree  of  specific
performance  without the necessity of proving the  inadequacy  of
money  damages  as  a remedy or the defense thereof  by  a  Party
claiming that there is an adequate remedy at law.

     9.11 Counterparts.   This  Agreement  may  be  executed   in
counterparts,  each of which shall be deemed to be  an  original,
but  all of which shall constitute one and the same agreement and
shall  become effective when one or more counterparts  have  been
signed  by  each  of  the  Parties and  delivered  (including  by
facsimile) to the other Party.

<PAGE> 60

     9.12 Amendment;  Modification.   This  Agreement may only be
amended, modified or supplemented by express written agreement of
the Parties.

     9.13 Disclosure Schedules.  In no event shall the listing of
such  agreements or other matters in the Schedules be  deemed  or
interpreted  to  broaden  or otherwise  amplify  Seller  Parties'
representations and warranties, covenants or agreements contained
in  this  Agreement or in any Ancillary Document, and nothing  in
the  Schedules shall influence the construction or interpretation
of  any  of the representations and warranties contained in  this
Agreement  or in any Ancillary Document.  The headings  contained
in  the Schedules are for convenience of reference only and shall
not  be  deemed to modify or influence the interpretation of  the
information  contained  in  the  Schedules  or  this   Agreement.
Furthermore,  the disclosure of a particular item of  information
in  the  Schedules shall not be taken as an admission  by  Seller
Parties  that  such disclosure is required to be made  under  the
terms  of any of such representations and warranties.  Disclosure
of  any  fact  or  item in any Schedule hereto  referenced  by  a
particular Section in this Agreement shall be deemed to have been
disclosed  with respect to every other Section in this  Agreement
if  such disclosure would permit a reasonable person to find such
disclosure relevant to such other Sections.  The specification of
any  dollar amount in the representations or warranties contained
in  this Agreement or the inclusion of any specific item  in  any
Schedules  hereto is not intended to imply that such amounts,  or
higher  or lower amounts or the items so included or other items,
are  or are not material, and no Party shall use the fact of  the
setting of such amounts or the inclusion of any such item in  any
dispute  or  controversy as to whether any obligation,  items  or
matter  not described herein or included in a Schedule is  or  is
not material for purposes of this Agreement.

     9.14 Waiver.  The  failure of any Party to assert any of its
rights  hereunder shall not constitute a waiver of  any  of  such
rights.   All  rights and remedies existing under this  Agreement
are  cumulative to, and not exclusive of, any rights or  remedies
otherwise available.


                [SIGNATURES FOLLOW ON NEXT PAGE.]

<PAGE> 61


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

                         SELLER:

                         TRANSCONTINENTAL CAPITAL
                         CORPORATION (BERMUDA) LTD.


                         By:  /s/ Robert L. Steer
                              Name:    Robert L. Steer
                              Title:   Vice President



                         SELLER PARENT:

                         SEABOARD CORPORATION


                         By:  /s/ Robert L. Steer
                              Name:   Robert L. Steer
                              Title:  Senior Vice President and
                                      Chief Financial Officer



                         BUYER:

                         PUEBLO VIEJO DOMINICANA
                         CORPORATION


                         By:  /s/ Gregory A. Lang
                              Name:  Gregory A. Lang
                              Title: Director


                         By:  /s/ Rich Haddock
                              Name:  Rich Haddock
                              Title: Director

<PAGE>


                    EXHIBITS AND SCHEDULES TO
                    ASSET PURCHASE AGREEMENT
                    DATED SEPTEMBER 23, 2008
                 AMONG TRANSCONTINENTAL CAPITAL
                   CORPORATION (BERMUDA) LTD.,
                    SEABOARD CORPORATION AND
               PUEBLO VIEJO DOMINICANA CORPORATION


Following  is a list of the Exhibits and Schedules to  the  Asset
Purchase    Agreement   dated   September   23,    2008,    among
Transcontinental Capital Corporation (Bermuda)  Ltd.,  a  Bermuda
company  limited  by shares ("Seller"), Seaboard  Corporation,  a
Delaware   corporation  ("Seller  Parent"),  and   Pueblo   Viejo
Dominicana  Corporation, a Barbados corporation registered  as  a
branch  in the Dominican Republic ("Buyer"), which is filed  with
the   Securities  and  Exchange  Commission  ("SEC").    Seaboard
Corporation  ("Seaboard") undertakes to provide to  the  SEC  the
Exhibits and Schedules, as requested, subject to Seaboard's right
to   request   confidential  treatment  under  the   Freedom   of
Information Act.

Exhibits

Exhibit A Form of Assignment and Assumption Agreement
Exhibit B Form of Bills of Sale
Exhibit C Form of Escrow Agreement
Exhibit D Protocol of Delivery and Acceptance
Exhibit E Form of Security Agreement
Exhibit F Form of Transfer Deed
Exhibit G Form of Notice to the Dominican Tax Authorities
Exhibit H Form of Notice to the Dominican Labor Department
Exhibit I Form of Hipoteca Naval
Exhibit J Form of Monthly Maintenance Report
Exhibit K Form of Contrato de Prenda de la Concesion
Exhibit L Form of Contrato de Prenda sin Desapoderamiento
Exhibit M Fuel Calculation Example
Exhibit N Replacement Power Example

Schedules

Schedule 1.1(a)     Hull Test Guidelines for Minimum Hull Standards
Schedule 1.1(b)     Knowledge of Buyer
Schedule 1.1(c)     Knowledge of Seller
Schedule 1.1(d)     Performance Test Guidelines for Baseline Performance Levels
Schedule 1.1(e)     Permitted Liens
Schedule 1.1(f)     Prudent Standards and Practices
Schedule 1.1(g)     Hull Maintenance
Schedule 1.1(h)     Effective Date Certificate

<PAGE>

Schedule 1.1(i)     Known Hull Repair Issues On or Before Presigning Inspection
Schedule 2.1(a)     Generation Assets
Schedule 2.1(b)     Spare Parts Expected to be on Hand at Closing
Schedule 2.1(c)     Tangible Personal Property
Schedule 2.1(d)     Contracts
Schedule 2.1(g)     Permits
Schedule 2.2(g)     Events or Occurrences for Claims
Schedule 3.2        Inventory Schedule
Schedule 3.3        Allocation of Purchase Price
Schedule 4.5        Certain Exceptions
Schedule 4.6        Litigation
Schedule 4.8        Contingencies with Respect to Contracts
Schedule 4.9        Taxes
Schedule 4.10       Permit Exceptions
Schedule 4.14       Insurance
Schedule 4.15       Data and Documents
Schedule 4.16       Environmental Matters
Schedule 4.17       Schedule of Employees and Benefits
Schedule 6.11       Restricted Employees

<PAGE> 2