<PAGE>   1

                                                                   EXHIBIT 10.20


                                   NAVOTAS II


                              DATED 29 JUNE, 1992


                      BUILD, OPERATE AND TRANSFER ("BOT")


                               PROJECT AGREEMENT


                                      for


                          A GAS TURBINE POWER STATION


                               IN NAVOTAS, MANILA


                                    BETWEEN


                           NATIONAL POWER CORPORATION


                                      AND


                     HOPEWELL ENERGY INTERNATIONAL LIMITED

<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
Clause            Heading                                      Page
------            -------                                      ----
<S>               <C>                                          <C>
   1.             Definition of Terms                           2

   2.             The Project                                   6

   3.             Construction of the Power Station             7

   4.             Specifications and Operating Parameters       9

   5.             Construction Timetable                       10

   6.             Testing                                      11

   7.             Conditions Precedent                         11

   8.             Operation of the Power Station               15

   9.             Supply of Fuel                               17

  10.             Supply of Electricity                        18

  11.             Fees                                         18

  12.             Foreign Exchange                             19

  13.             Insurance                                    20

  14.             Transfer of Ownership                        21

  15.             Liability                                    22

  16.             Force Majeure                                22

  17.             Buyout                                       25

  18.             Change in Circumstances                      26

  19.             Benefit of Agreement                         26

  20.             Warranty                                     27

  21.             Notices                                      28

  22.             Dispute Resolution                           28

  23.             Law                                          28

  24.             Jurisdiction                                 28

  25.             Taxes                                        29
</TABLE>

<PAGE>   3
<TABLE>
<CAPTION>
Schedules                           Heading                    Page
---------                           -------                    ----
<S>                      <C>                                   <C>
First Schedule           Project Scope and Specifications       30

Second Schedule          Operating Parameters                   35

Third Schedule           Penalty of HOPEWELL on Delay of
                         Completion Date                        39

Fourth Schedule          Specifications for Fuel Supply and
                         Start Up Electricity                   40

Fifth Schedule           Transmission Line Specifications       43

Sixth Schedule           Electricity Delivery Procedures        44

Seventh Schedule         Measurement and Recording of
                         Electricity                            47

Eighth Schedule          Delivery of Power and Energy           49

Ninth Schedule           Documentary Requirements for
                         the Effective Date                     53

Tenth Schedule           Insurance                              55

Eleventh Schedule        Form of Performance Undertaking        56

Twelfth Schedule         Form of Accession Undertaking          58

Thirteenth Schedule      Form of Legal Opinion of NAPOCOR's
                         General Counsel                        62

Fourteenth Schedule      Testing Procedures                     64


Figures
-------

Figure 1                 Location Plan

Figure 2                 Temporary Fence Detail

Figure 3                 Scope of Supply

Figure 4                 Communication

Figure 5                 Fuel Oil System

Figure 6                 Metering
</TABLE>
<PAGE>   4
KNOW ALL MEN BY THESE PRESENTS

This Agreement is made and entered into by and between:

         HOPEWELL ENERGY INTERNATIONAL LIMITED, a private corporation, duly
         organized and existing under the laws of Hong Kong with its principal
         address at 64th Floor, Hopewell Centre, 183 Queen's Road East, Hong
         Kong represented by its Director Stewart WG Elliott, who is duly
         authorised to represent it in this Agreement, hereinafter referred to
         as HOPEWELL

                                    - and -

         NATIONAL POWER CORPORATION, a government owned and controlled
         corporation existing under and by virtue of Republic Act No. 6395, as
         amended, with its principal office at the corner of Agham Road and
         Quezon Avenue, Diliman, Quezon City, Philippines, represented herein by
         its President Pablo Malixi who is duly authorised to represent it in
         this Agreement, hereinafter referred to as NAPOCOR.

                                    RECITALS

         WHEREAS NAPOCOR has called for the development of new power facilities
         to meet the immediate power requirements of the Luzon Grid.

         Whereas NAPOCOR issued a notice to the public inviting interested
         parties to submit proposals to supply power generating units on a Fast
         Track basis.

         Whereas in response to such notice from NAPOCOR, HOPEWELL submitted a
         proposal to undertake the construction and operation of a 100 MW gas
         turbine power station on a build-operate-transfer basis.

         Whereas NAPOCOR, after having evaluated project proposals and selecting
         the most advantageous to NAPOCOR, issued a letter of award to HOPEWELL
         following which it was agreed that HOPEWELL will supply a 100 MW gas
         turbine power station to NAPOCOR on such basis.

         Whereas pursuant to the said letter, HOPEWELL has agreed to construct
         and operate and NAPOCOR has agreed to accept a 100 MW gas turbine power
         station upon the terms and subject to the conditions hereinafter set
         forth.

         Whereas HOPEWELL has caused the formation of a subsidiary Philippine
         corporation called HOPEWELL Tileman (Philippines) Corporation, for the
         purpose of undertaking certain of the work in



                                       1
<PAGE>   5
         respect of the building and operating of the power station and
         performing other undertaking specified in this Agreement.

NOW IT IS HEREBY AGREED as follows:

1.       Definition of Terms

         1.01     In this Agreement and in the recitals hereto:

                  "Accession Undertaking" means an agreement in the form
                  substantially set out in the Twelfth Schedule pursuant to
                  which HOPEWELL PHILIPPINES agrees to become a party hereto as
                  therein provided;

                  "Availability" means the maximum generating capacity from the
                  time to time of the Power Station as determined pursuant to
                  the Availability Schedule;

                  "Availability Schedule" means the schedule of the generating
                  capacity of the Power Station agreed pursuant to Clause 8.08;

                  "BOI" means the Board of Investments of the Republic of the
                  Philippines;

                  "Capacity Fees" means the fees payable by NAPOCOR to HOPEWELL
                  in respect of the Contracted Capacity as provided in Clause
                  11;

                  "Central Bank" means the Central Bank of the Philippines;

                  "Completion Date" means the day upon which HOPEWELL certifies
                  that the Power Station capable of operating in accordance
                  with the Operating Parameters, has successfully completed its
                  testing;

                  "Contracted Capacity" shall have the meaning given to it in
                  the Eighth Schedule;

                  "Co-operation Period" means the period of twelve (12) years
                  from the later of the Target Completion Date and the
                  Completion Date, as the same may be extended from time to
                  time pursuant to the terms hereof;

                  "Delivery Points" means the metering points referred to in the
                  Seventh Schedule;

                  "Downtime" shall have the meaning given to it in the Sixth
                  Schedule;


                                       2
<PAGE>   6
                  "Effective Date" means the date on which NAPOCOR and HOPEWELL
                  certify that all the conditions contained in Clauses 7.01,
                  7.02 and 7.03 have been fulfilled to the satisfaction of
                  NAPOCOR in the case of Clause 7.01 and fulfilled or waived to
                  the satisfaction of HOPEWELL in the case of Clauses 7.02 and
                  7.03;

                  "Emergency" means unforeseen circumstances affecting the Luzon
                  grid which reasonably require NAPOCOR to request HOPEWELL to
                  supply it with power and energy as soon as practicable in
                  order to avoid damage to NAPOCOR's electric system and/or a
                  failure in the continuous supply of electricity from the grid;

                  "Energy Fees" means the fees payable by NAPOCOR to HOPEWELL in
                  respect of energy supplied to NAPOCOR as provided in Clause
                  11;

                  "Evaluated Operating Hour(s)" and "EOH" means the number of
                  actual operating hours per generating unit of the Power
                  Station plus twenty (20) hours times the number of starts per
                  generating unit;

                  "Force Majeure" shall have the meaning specified in Clause
                  16.01;

                  "Forced Outage" shall have the meaning given to it in the
                  Sixth Schedule;

                  "Forced Outage Hour" shall have the meaning given to it in the
                  Sixth Schedule;

                  "Fuel Management Agreement" means the agreement to be entered
                  into pursuant to Clause 9.06;

                  "Fuel Specifications" means the specifications as to the
                  quality and method of storage, supply and delivery of the fuel
                  for the Power Station described in Clause 9.03 and the Fourth
                  Schedule;

                  "Fuel Supply Procedures" means the procedures and parameters
                  for the supply and delivery of fuel by NAPOCOR described in
                  Clause 9 and the Fourth Schedule;

                  "HOPEWELL PHILIPPINES" means Hopewell Tileman (Philippines)
                  Corp., a Philippine corporation in the process of being
                  formed, and which is or shall be a subsidiary of HOPEWELL;


                                       3
<PAGE>   7
                  "Major Overhaul" means, in relation to a turbine, the
                  overhaul as specified by the manufacturer of such turbine;

                  "Month" means the period commencing immediately after the
                  taking of a photograph of the electricity meters on the 25th
                  of each calendar month, pursuant to the Seventh Schedule and
                  ending upon the taking of such photograph on the 25th of the
                  next calendar month; in the case of the first month "Month"
                  means the period commencing on the first day of the
                  Co-operation Period and ending upon the taking of a photograph
                  of the electricity meters on the 25th of the current calendar
                  month (or the next calendar month if the period commenced on
                  or after the 25th of the current calendar month) and in the
                  case of the last month "Month" means the period commencing
                  immediately after the end of the immediately preceding Month
                  and ending upon the taking of a photograph of the electricity
                  meters on the Transfer Date;

                  "Nominal Capacity" shall mean 100,000 KW;

                  "Operating Parameters" means the Operating parameters of the
                  Power Station described in the Second Schedule;

                  "Performance Undertaking" means the agreement referred to in
                  Clause 7.03(i);

                  "Power Station" means the power station built, or to be built,
                  pursuant to Clause 2.01;

                  "Prime" means, on any day, the rate per annum which is the
                  average of the prime or equivalent rates of Citibank, N.A.,
                  New York, Bankers Trust Company, New York and Chemical Bank of
                  New York as publicly announced from time to time, in force on
                  such date and, for the purposes of this Agreement, a change in
                  any such rate shall be effective on and from the day on which
                  it is announced or, if such announcement provides for such
                  change to come into effect on a later date, on and from such
                  later date;

                  "Project" means the design, construction, equipping,
                  completion, testing, commissioning and operation of the Power
                  Station;

                  "Project Scope" means the scope of the supply of work of
                  HOPEWELL in connection with the construction of the Power
                  Station as described in the First Schedule;


                                       4









<PAGE>   8
                  "Site" means the site for the Power Station described in the
                  First Schedule;

                  "Specifications" means the specifications of the Power Station
                  described in the First Schedule;

                  "Start Up Fees" means the fees payable by NAPOCOR to HOPEWELL
                  in respect of start ups of the gas turbines as provided in
                  Clause 11;

                  "Supply Procedures" means the procedures and parameters for
                  the requesting of the supply of electricity by NAPOCOR
                  described in Clause 10.01 and the Sixth Schedule;

                  "T-Bill Rate" means, in respect of any day for which interest
                  based on such rate is being calculated under this Agreement,
                  the rate per annum at which Philippine Treasury Bills (with
                  terms of 30 days or if no such bill with a term of 30 days is
                  issued such bill which is issued having the term nearest to 30
                  days) were issued by the Philippines Government on the Friday
                  immediately preceding such day, or, if there were no Treasury
                  Bills issued on such Friday, on the day immediately preceding
                  such Friday on which Treasury Bills were issued provided that
                  if, for 30 days no Philippine Treasury Bills are issued, then
                  "T-Bill Rate" shall mean such alternative rate of interest as
                  may be agreed between HOPEWELL and NAPOCOR at such time, or,
                  in the absence of agreement, the rate per annum certified and
                  evidenced by HOPEWELL to be its effective cost of borrowing at
                  such time;

                  "Target Completion Date" means, subject to Clause 5.02, 1st
                  April, 1993;

                  "Transfer Date" means the day following the last day of the
                  Co-operation Period; and

                  "Transmission Line" means the transmission line to be
                  installed and connected by NAPOCOR pursuant to Clause 3.06
                  (iv) and having the specifications set out in the Fifth
                  Schedule.

         1.02     Any reference in this Agreement to a "Clause" or a "Schedule"
                  is a reference to a clause hereof or a schedule hereto.

         1.03     In this Agreement:

                  (i)      "$" and "dollar(s)" denote lawful currency of the
                           United States of America;

                                      5
<PAGE>   9
                  (ii)     "Ps" and "peso(s)" denote lawful currency of the
                           Republic of the Philippines;

                  (iii)    "MW" denotes a megawatt;

                  (iv)     "KW" denotes a kilowatt; and

                  (v)      "KWH" denotes a kilowatt hour.

2.       The Project

         2.01     HOPEWELL, having inspected the Site and finding it physically
                  suitable for the construction and operation of a gas turbine
                  power station, shall cause the design, development,
                  construction, completion, testing and commissioning of a gas
                  turbine power station, capable of operating at a level within
                  the Operating Parameters and in accordance with the
                  Specifications and the Project Scope.

         2.02     Subject as herein provided, all costs of HOPEWELL in
                  connection with the building of the Power Station as provided
                  in Clause 2.01 shall be borne by HOPEWELL and HOPEWELL shall
                  be responsible for arranging all necessary funding including
                  any available preferential credits.

         2.03     NAPOCOR shall make available the Site to HOPEWELL for the
                  purpose of building and operating the Power Station at no
                  cost to HOPEWELL for the period from the Effective Date until
                  the Transfer Date and NAPOCOR shall be responsible for the
                  payment of all real estate taxes and assessments, rates and
                  other charges in respect of the Site and the buildings and
                  improvements thereon.

         2.04     NAPOCOR shall ensure that all necessary access to and from
                  the Site is made available to HOPEWELL, its employees,
                  contractors, subcontractors and advisors and that all
                  necessary utilities as provided in Section V of the First
                  Schedule are made available at the Site as necessary for the
                  construction, testing and commissioning of the Power Station.

         2.05     HOPEWELL shall be responsible for the importation and
                  transportation of equipment to the Site, the obtaining of
                  building, construction, operating and other permits, licences
                  and approvals for the Project, and of visas and work permits
                  for foreign personnel, the recruitment of local labour and
                  compliance with all local and other regulations including
                  the payment of all fees and costs thereof.


                                       6
<PAGE>   10
         2.06     NAPOCOR shall supply fuel and start up electricity (through
                  the interconnection facilities with MERALCO) of the required
                  quantity and quality and at the required time for the testing
                  and commissioning of the Power Station, shall construct,
                  install and connect the Transmission Line and shall take all
                  electricity generated during testing and commissioning.

         2.07     All costs of NAPOCOR (except in respect of start up
                  electricity) in connection with its obligations under Clause
                  2.03, 2.04 and 2.06 shall be borne by NAPOCOR.

         2.08     From the date hereof until the Transfer Date, HOPEWELL shall,
                  directly or indirectly, own the Power Station and all the
                  fixtures, fittings, machinery and equipment on the Site or
                  used in connection with the Power Station which have been
                  supplied by it or at its cost and it shall operate and manage
                  the Power Station for the purpose of converting fuel of
                  NAPOCOR into electricity.

         2.09     Until the Transfer Date, NAPOCOR shall, at its own cost,
                  supply and deliver all fuel for the Power Station and shall
                  take all electricity generated by the Power Station at the
                  request of NAPOCOR which shall pay to HOPEWELL fees as
                  provided in Clause 11.

         2.10     During the Co-operation Period NAPOCOR shall ensure the
                  provision of all necessary utilities to the Power Station as
                  provided in Section VI of the First Schedule. Provided that
                  NAPOCOR shall have no liability under this sub-clause where
                  such utility is withdrawn as a result of HOPEWELL failing to
                  pay for the utilization of the same.

         2.11     On the Transfer Date the Power Station shall be transferred by
                  HOPEWELL to NAPOCOR without the payment of any compensation.

         2.12     The parties hereto shall mutually collaborate with each other
                  in order to achieve the objectives of this Agreement and the
                  performance by each of the parties hereto of their respective
                  obligations hereunder.

3.       Construction of the Power Station

         3.01     HOPEWELL shall be responsible for the design, construction,
                  equipping, completion, testing and commissioning of the Power
                  Station and shall commence work upon being instructed by
                  NAPOCOR by instructions in writing.


                                       7
<PAGE>   11
         3.02     In pursuance of its obligations under Clause 3.01 HOPEWELL
                  shall have full right to:

                  (i)      call for tenders and award contracts with or without
                           tender;

                  (ii)     arrange for the preparation of detailed designs and
                           approve or reject the same;

                  (iii)    appoint and remove consultants and professional
                           advisers;

                  (iv)     purchase new and/or refurbished equipment including
                           the gas turbine sets;

                  (v)      appoint, organise and direct staff, manage and
                           supervise the Project;

                  (vi)     enter into contracts for the supply of materials and
                           services, including contracts with NAPOCOR; and

                  (vii)    do all other things necessary or desirable for the
                           completion of the Power Station in accordance with
                           the Specifications and generally accepted engineering
                           standards by the Target Completion Date.

         3.03     In pursuance of its obligations under Clause 3.01 HOPEWELL
                  shall, where possible, award contracts to Philippine
                  contractors and suppliers of materials and services provided
                  that, in its opinion, the quality, delivery times, costs,
                  reliability and other terms are comparable to those offered by
                  foreign contractors and/or suppliers.

         3.04     NAPOCOR shall be entitled at its own cost to monitor the
                  progress and quality of the construction and installation work
                  and for this purpose HOPEWELL shall:

                  (i)      ensure that NAPOCOR and any experts appointed by
                           NAPOCOR in connection with the Project are afforded
                           reasonable access to the Site at times to be agreed
                           with HOPEWELL provided that such access does not
                           materially interfere with the works comprising the
                           Project or expose any person on the Site to any
                           danger;

                  (ii)     make available for inspection at the Site copies of
                           all plans and designs; and

                  (iii)    within two months of the completion of the Power
                           Station, supply NAPOCOR with one set of reproduceable


                                       8

<PAGE>   12
                           copies and five sets of white print copies (or
                           equivalent) of all "as built" plans and designs.

         3.05     HOPEWELL:

                  (i)      shall in no way represent to any third party that,
                           as a result of any review by NAPOCOR, NAPOCOR is
                           responsible for the engineering soundness of the
                           Power Station; and

                  (ii)     shall, subject to the other provisions of this
                           Agreement, be solely responsible for the economic and
                           technical feasibility, operational capability and
                           reliability of the Power Station.

         3.06     NAPOCOR shall ensure that all infrastructural requirements
                  and utilities necessary for the completion of the Power
                  Station in accordance with the Specifications by the Target
                  Completion Date are made available in a timely fashion and
                  accordingly shall at its own cost, inter alia:

                  (i)      give vacant possession of the Site to HOPEWELL by not
                           later than 15 days after the Effective Date;

                  (ii)     ensure that there is provided to the Site by not
                           later than 15 days after the Effective Date access
                           roads capable of taking traffic to and from the Site
                           and ensure that the Site is enclosed by a temporary
                           fence as described in the First Schedule;

                  (iii)    ensure that there is provided to the Site water,
                           electricity, telephone, telex and fax as provided and
                           at the times set out in Section V of the First
                           Schedule the cost of the utilization of which and
                           normal fees shall be for HOPEWELL's account; and

                  (iv)     ensure that there is installed and connected a
                           transmission line from the outgoing gantry of the
                           switching facility within the Site boundary and which
                           is capable of operating within the specifications set
                           out in the Fifth Schedule.

         3.07     NAPOCOR warrants and undertakes that the Site shall be
                  suitable for the construction and operation of the Power
                  Station including for its construction and operation within
                  all environmental and other Philippine and local laws and
                  regulations.

4.       Specifications and Operating Parameters


                                       9
<PAGE>   13
         4.01     The Power Station shall be constructed and equipped in
                  accordance with the Specifications and Project Scope set out
                  in the First Schedule.

         4.02     Following the Completion Date the Power Station shall be
                  capable of operating within the Operating Parameters set out
                  in the Second Schedule.

5.       Construction Timetable

         5.01     The parties shall work together in order to endeavour to
                  achieve the timely completion of the Project in accordance
                  with the following timetable:-

<TABLE>
<CAPTION>
         Stage Completed                    Date
         ---------------                    ----
         <S>                           <C>
         Effective Date                1st July, 1992
         Target Completion Date        1st April, 1993
</TABLE>

         5.02     In the event that the Effective Date occurs, or the
                  instructions referred to in Clause 3.01 are given, after 1st
                  July, 1992 the other date set out in Clause 5.01 shall be
                  adjusted to occur later by the number of days that the
                  Effective Date occurs, or such instructions are given after
                  1st July, 1992.

         5.03     In the event that, due to the fault of HOPEWELL, HOPEWELL
                  fails to complete the Power Station as provided in Clause 4.01
                  HOPEWELL shall pay NAPOCOR for each day thereafter until the
                  Completion Date as provided in the Third Schedule.

         5.04     In the event that, due to the fault of HOPEWELL, the
                  Completion Date has not occurred on or before the day falling
                  ninety (90) calendar days after the Target Completion Date and
                  it does not appear reasonably likely that the Completion Date
                  will ever occur. HOPEWELL shall pay to NAPOCOR the sum of
                  $1,500,000 by way of liquidated damages but shall have no
                  other liability in respect of such failure to complete the
                  Power Station other than that provided in Clause 15.01 and
                  upon such sum becoming payable, or being paid by HOPEWELL
                  prior to it becoming due, HOPEWELL shall have no further
                  liability to make payments pursuant to Clause 5.03.

         5.05     Upon substantial completion of the Power Station, HOPEWELL may
                  certify that the Power Station has successfully completed its
                  testing and that accordingly the Completion Date has occurred
                  notwithstanding that the Power Station is unable to produce
                  100 MW or to achieve the heat rates provided in Section 9 of
                  Part A of the Second Schedule but in that event


                                       10
<PAGE>   14
                  adjustments shall be made to the Capacity Fees and Energy Fees
                  as provided in the Eighth Schedule.

6.       Testing

         6.01     The parties shall meet and agree procedures, standards,
                  protective settings and a programme for the testing of the
                  Power Station in accordance with the Fourteenth Schedule and
                  NAPOCOR undertakes to take all electricity generated during
                  any such testing.

         6.02     HOPEWELL shall give to NAPOCOR not less than 14 days' notice,
                  or such lesser period as the parties hereto may agree, of its
                  intention to commence any testing.

         6.03     During the Co-operation Period, in order to ensure the proper
                  functioning and maintenance of the Power Station, HOPEWELL
                  shall be entitled to require that each gas turbine be operated
                  for a period of two hours in each Month including start up
                  time.

         6.04     NAPOCOR shall ensure that there is made available for any
                  testing supplies of fuel, start up electricity and water in
                  sufficient quantity for the proper carrying out of such
                  testing and of the quality specified in the Schedules hereto.

         6.05     The cost of the fuel to be supplied by NAPOCOR pursuant to
                  Clause 6.04 shall be for NAPOCOR's account.

         6.06     NAPOCOR shall ensure that the Transmission Line is installed
                  and connected in time for the first testing to take place in
                  accordance with the agreed program and that it is by such time
                  capable of operating within the specifications set out in the
                  Fifth Schedule.

         6.07     NAPOCOR and/or its experts shall be entitled to be present at
                  any testing.

         6.08     Forthwith upon the completion of any testing HOPEWELL shall
                  certify whether or not the Power Station has satisfied such
                  test and shall provide NAPOCOR with a copy of such
                  certificate.

7.       Conditions Precedent

         7.01     It shall be a condition precedent to this Agreement that by
                  1st July, 1992, or such later date as the parties hereto may
                  agree, the following are supplied to NAPOCOR by HOPEWELL,
                  each


                                      11
<PAGE>   15
                  in form and substance satisfactory to NAPOCOR or that such a
                  condition precedent is waived by NAPOCOR:

                  (i)      copies of the Memorandum and Articles of Association
                           of HOPEWELL, as certified by the company secretary of
                           HOPEWELL in a manner satisfactory to NAPOCOR;

                  (ii)     copies of resolutions adopted by HOPEWELL's Board of
                           Directors authorising the execution, delivery and
                           performance by HOPEWELL of this Agreement certified
                           by the company secretary of HOPEWELL in a manner
                           satisfactory to NAPOCOR;

                  (iii)    approval of the Central Bank to make payments to
                           HOPEWELL in dollars as provided in this Agreement;

                  (iv)     a bond or guarantee of a financial institution
                           acceptable to NAPOCOR in respect of HOPEWELL's
                           obligations under Clause 5.04; and

                  (v)      a copy of the Articles of Incorporation of HOPEWELL
                           PHILIPPINES, as registered with the Securities and
                           Exchange Commission, certified by the company
                           secretary in a manner satisfactory to NAPOCOR.

         7.02     It shall be a condition precedent to this Agreement that by
                  1st July, 1992, or such later date as the parties hereto may
                  agree, the following are supplied to HOPEWELL by NAPOCOR, each
                  in form and substance satisfactory to HOPEWELL or that such a
                  condition precedent is waived by HOPEWELL:

                  (i)      copies of the Charter and By-Laws of NAPOCOR, and of
                           resolutions adopted by its Board of Directors
                           authorising the execution delivery and performance by
                           NAPOCOR of this Agreement, each certified by the
                           corporate secretary of NAPOCOR in a manner
                           satisfactory to HOPEWELL;

                  (ii)     copies of such consents, licences, permits,
                           approvals, and registrations by or with any
                           governmental agency or other authority in the
                           Philippines as may be necessary to ensure the
                           validity and binding effect of this Agreement and to
                           permit the performance by NAPOCOR of its obligations
                           under this Agreement;

                  (iii)    a certificate of the corporate secretary of NAPOCOR
                           confirming that all necessary corporate and other
                           approvals and action have been duly obtained and
                           taken


                                       12

<PAGE>   16
                           for the execution, delivery and performance by
                           NAPOCOR of this Agreement;

                  (iv)     a copy of the lease to NAPOCOR of the Site, certified
                           by the corporate secretary of NAPOCOR in a manner
                           satisfactory to HOPEWELL together with the agreement
                           of the lessor and NAPOCOR that, in the event NAPOCOR
                           shall fail to pay any rental or perform any of its
                           obligation when due under the said lease, HOPEWELL or
                           its assignee shall be entitled, at its sole option,
                           to pay such rental or perform such obligation on
                           behalf and for the account or NAPOCOR;

                  (v)      evidence that the lease referred to in paragraph
                           (iv) above has been recorded in the office of the
                           Register of Deeds and that HOPEWELL's interest in the
                           Site has been duly recorded on such lease and in the
                           office of the Register of Deeds; and

                  (vi)     a legal opinion of NAPOCOR's General Counsel in the
                           form set out in the Thirteenth Schedule.

                  (vii)    evidence of the approval of NAPOCOR to HOPEWELL's
                           occupation and use of the Site, as contemplated in
                           this Agreement and at no cost to HOPEWELL, from the
                           Effective Date to the Transfer Date.

         7.03     It shall be a condition precedent to this Agreement that by
                  1st July 1992, or such later date as the parties hereto may
                  agree, the following are received by HOPEWELL, each in form
                  and substance satisfactory to HOPEWELL or that such a
                  condition precedent is waived by HOPEWELL:

                  (i)      a performance undertaking of the Republic of the
                           Philippines in respect of NAPOCOR's obligations
                           hereunder duly executed and delivered by the Republic
                           of the Philippines in the form set out in the
                           Eleventh Schedule;

                  (ii)     copies of all such consents, licences, permits,
                           approvals and registrations by or with any
                           governmental agency or other authority in the
                           Philippines as may be necessary to ensure the
                           validity and binding effect of the Performance
                           Undertaking, and to permit the performance by the
                           Republic of the Philippines of its obligations
                           thereunder;

                  (iii)    a legal opinion of the Secretary of Justice of the
                           Republic of the Philippines as to the validity,
                           enforceability and


                                      13



<PAGE>   17
                           binding effect of the Performance Undertaking in form
                           and substance satisfactory to HOPEWELL;

                  (iv)     the Accession Undertaking, duly executed by HOPEWELL
                           PHILIPPINES; and

                  (v)      each of the documents referred to in the Ninth
                           Schedule.

                  (vi)     an Environmental Compliance Certificate for the Power
                           Station; and

                  (vii)    an advice from HOPEWELL to NAPOCOR that HOPEWELL has
                           been able to arrange for the purchase of appropriate
                           gas turbines and auxiliaries for the construction of
                           the power station.

                  it is understood that NAPOCOR shall not be responsible to
                  ensure that any of the above is received by HOPEWELL.

         7.04     If, on or before the 1st September, 1992, or such later date
                  as the parties hereto may agree, the Effective Date has not
                  occurred, NAPOCOR shall reimburse and indemnify HOPEWELL for
                  all costs and liabilities incurred by HOPEWELL in respect of
                  its obligations under Clause 3 provided that NAPOCOR has given
                  its prior written approval to HOPEWELL incurring such cost or
                  liability; NAPOCOR's obligations under this Clause 7.04 shall
                  be effective notwithstanding that the Effective Date has not
                  occurred or that all or any of the conditions precedent set
                  out in Clauses 7.01, 7.02 and 7.03 have not been satisfied or
                  waived.

         7.05     In the event that the lease referred to in Clause 7.02(iv), or
                  any of the approvals, consents, registrations, exemptions or
                  other rights, laws or regulations referred to in Clause 7.02,
                  7.03 or the Ninth Schedule is subsequently terminated,
                  withdrawn, rescinded or amended or any new required extension,
                  approval, consent or registration cannot be obtained and as a
                  result thereof the interest of HOPEWELL in the Site, the
                  Project or the Power Station and/or HOPEWELL's expectation of
                  its economic return (net of tax or other imposition) on its
                  investment is materially reduced, prejudiced or otherwise
                  adversely affected (including, without limitation, any
                  restriction on the ability to remit funds in dollars outside
                  of the Philippines) then the parties hereto shall meet and
                  endeavour to agree on amendments to this Agreement and if
                  after 60 days no such agreement has been reached the
                  provisions of Clause 17.01 shall apply.


                                       14
<PAGE>   18

         7.06     NAPOCOR and HOPEWELL shall meet and jointly certify that this
                  Agreement is no longer conditional and that the Effective
                  Date has occurred.

         7.07     If all the conditions set forth in Clauses 3.01, 7.01, 7.02
                  and 7.03 hereof have not been satisfied as of 1st September,
                  1992, the parties hereto shall meet and endeavour to agree a
                  new effective date; if no agreement is reached on or before
                  1st November, 1992, this Agreement shall, subject to Clause
                  7.04, be declared automatically cancelled (except as required
                  in respect of Clause 7.04) and the parties shall have no
                  liability with respect to each other except as provided in
                  Clause 7.04.

8.       Operation of the Power Station

         8.01     HOPEWELL shall, at its own cost, be responsible for the
                  management, operation, maintenance and repair of the Power
                  Station during the Co-operation Period and shall use its best
                  endeavours to ensure that the Power Station is in good
                  operating condition and capable of converting fuel supplied
                  by NAPOCOR into electricity in a safe and stable manner
                  within the Operating Parameters.

         8.02     Notwithstanding Clause 8.01, it is understood and agreed by
                  NAPOCOR that in order to undertake necessary overhaul,
                  maintenance, inspection and repair HOPEWELL shall be entitled
                  to periods of Downtime as provided in the Sixth Schedule and,
                  by not later than the Completion Date and each anniversary
                  thereof, the parties hereto shall agree an annual schedule
                  for Downtime during the course of the succeeding year which
                  shall be revised as provided in the Sixth Schedule.

         8.03     HOPEWELL undertakes that during the Co-operation Period,
                  subject to the supply of the necessary fuel pursuant to
                  Clause 9 and to the other provisions hereof, it will operate
                  the Power Station to convert such fuel into electricity in
                  accordance with Clause 10.

         8.04     In pursuance of its obligations under Clause 8.01 HOPEWELL
                  shall have full right to:

                  (i)      enter into contracts for the supply of materials and
                           services, including, contracts with NAPOCOR;

                  (ii)     appoint and remove consultants and professional
                           advisers;

                  (iii)    purchase replacement equipment;


                                       15


<PAGE>   19
                  (iv)     appoint, organise and direct staff, manage and
                           supervise the Power Station;

                  (v)      establish and maintain regular inspection,
                           maintenance and overhaul procedures; and

                  (vi)     do all other things necessary or desirable for the
                           running of the Power Station within the Operating
                           Parameters.

         8.05     NAPOCOR shall ensure that all infrastructural requirements and
                  utilities necessary for the operation of the Power Station
                  within the Operating Parameters are made available in a timely
                  fashion and accordingly shall at its own cost, inter alia:

                  (i)      ensure that there is provided to the Site water,
                           electricity, telephone, telex and fax as provided in
                           Section VI of the First Schedule the cost of the
                           utilization of which (other than electricity) and
                           normal fees shall be for HOPEWELL's account; and

                  (ii)     maintain and repair the Transmission Line to ensure
                           that all times it is capable of operating within the
                           specifications set out in the Fifth Schedule.

         8.06     NAPOCOR and HOPEWELL shall, from time to time, meet and
                  discuss and agree safety guidelines for the operation of the
                  Power Station within the Operating Parameters and following
                  such agreement HOPEWELL shall operate the Power Station within
                  such safety guidelines.

         8.07     HOPEWELL shall operate the Power station in accordance with
                  all environmental and other Philippine and local laws and
                  regulations in force as at the date of this Agreement and
                  shall comply with any changes in such laws and regulations and
                  with any new laws and regulations provided that if to comply
                  with such changes or new laws and regulations would:

                  (i)      result in the Power Station being unable to operate
                           in accordance with the Specifications or within the
                           Operating Parameters; or

                  (ii)     in the opinion of HOPEWELL, result in the interest of
                           HOPEWELL in the Site, the Project or the Power
                           Station and/or HOPEWELL's expectation of its economic
                           return (net of tax or other imposition) on its
                           investment being materially reduced, prejudiced or
                           otherwise adversely affected,


                                       16


<PAGE>   20
                  then the parties shall meet and endeavour to agree on
                  amendments to this Agreement and if after 60 days no such
                  agreement has been reached the provisions of Clause 17.01
                  shall apply.

         8.08     Availability will be determined by reference to Downtime
                  calculated as provided in the Sixth Schedule and the parties
                  will agree an annual schedule of Availability which shall be
                  reviewed from time to time; in agreeing such Availability
                  Schedule HOPEWELL shall take account of the requirements of
                  NAPOCOR but in no event shall HOPEWELL be obliged to agree to
                  Availability in excess of, or at times other than, that
                  permitted after taking account of Downtime.

9.       Supply of Fuel

         9.01     Throughout the Co-operation Period NAPOCOR shall at all times
                  supply and deliver all fuel and start up electricity required
                  by HOPEWELL and necessary for the Power Station to generate
                  the electricity required to be produced by it pursuant to
                  Clause 10.

         9.02     The cost of the fuel to be supplied by NAPOCOR pursuant to
                  Clause 9.01 shall be for NAPOCOR's account.

         9.03     All fuel and start up electricity to be supplied by NAPOCOR
                  shall be of the quality and supplied and delivered in the
                  manner described in the Fourth Schedule.

         9.04     All fuel shall be tested as provided in the Fourth Schedule,
                  and HOPEWELL shall, at all times, be entitled to reject any
                  fuel if the results of any test relating to it show that it
                  does not comply with the Fuel Specifications but NAPOCOR shall
                  not have any liability to HOPEWELL for damage to the Power
                  Station resulting from the fuel not complying with the Fuel
                  Specifications.

         9.05     NAPOCOR shall ensure that at all times the necessary stocks as
                  required by HOPEWELL are stored adjacent to the Site or are
                  available for immediate delivery to the Site.

         9.06     NAPOCOR and HOPEWELL shall enter into a fuel management
                  agreement as further described in the Fourth Schedule pursuant
                  to which HOPEWELL shall agree to manage, but shall have no
                  responsibility for security in respect of the fuel of NAPOCOR
                  which has been delivered to the off Site fuel tanks upon the
                  terms and conditions therein appearing and subject to the
                  payment by NAPOCOR of the fees therein provided.


                                       17

<PAGE>   21
10.      Supply of Electricity

         10.01    Subject to NAPOCOR supplying the necessary fuel and start up
                  electricity pursuant to Clause 9, HOPEWELL agrees to convert
                  such fuel into electricity and NAPOCOR agrees to take all
                  electricity requested by NAPOCOR in accordance with the
                  procedures set out in the Sixth Schedule and the Operating
                  Parameters set out in the Second Schedule.

         10.02    The quantities of electricity delivered to NAPOCOR by HOPEWELL
                  from time to time shall be monitored, measured and recorded in
                  accordance with the provisions of the Seventh Schedule.

         10.03    HOPEWELL shall notify NAPOCOR promptly of the occurrence of
                  any event (other than scheduled Downtime) which results or may
                  result in the Power Station being unable to operate in
                  accordance with the Specifications and within the Operating
                  Parameters.

         10.04    The place for delivery of the electricity shall be the
                  Delivery Points.

11.      Fees

         11.01    In respect of each Month from the Completion Date until and
                  including the Month in which the Transfer Date falls NAPOCOR
                  shall pay to HOPEWELL PHILIPPINES Capacity Fees, Energy Fees
                  and Start Up Fees calculated as provided in the Eighth
                  Schedule.

         11.02    In respect of each Month HOPEWELL will deliver to NAPOCOR an
                  invoice in respect of Capacity Fees, Energy Fees and Start Up
                  Fees for such Month and NAPOCOR shall pay to HOPEWELL the
                  amount of such invoice within 30 days after the delivery of
                  such invoice.

         11.03    All fees payable to HOPEWELL pursuant to this Clause shall be
                  paid together with Value Added Tax thereon (which shall be
                  separately stated in all invoices) in dollars in respect of
                  the dollar portion and in pesos in respect of any pesos
                  portion and each sum payable shall be increased so as to
                  ensure that after NAPOCOR has deducted therefrom any and all
                  taxes or charges required to be deducted therefrom by NAPOCOR
                  there remains a sum equal to the amount that would have been
                  payable to HOPEWELL had there been no requirement to deduct or
                  withhold such taxes or other charges.


                                       18
<PAGE>   22


         11.04    NAPOCOR shall pay to HOPEWELL Energy Fees in respect of all
                  electricity generated during commissioning and testing.

         11.05    NAPOCOR shall pay to HOPEWELL Energy Fees and Start Up Fees
                  calculated as provided in the Eighth Schedule in respect of
                  any requested energy and requested start up prior to the start
                  of the Co-operation Period.

         11.06    NAPOCOR shall pay HOPEWELL Capacity Fees calculated as
                  provided in the Eighth Schedule in respect of the period, if
                  any, from the Completion Date until Target Completion Date.

         11.07    In respect of each month, HOPEWELL will deliver to NAPOCOR an
                  invoice in respect of Capacity Fees, Energy Fees and Start Up
                  Fees payable pursuant to Clauses 11.04, 11.05 or 11.06 for
                  such month and NAPOCOR shall pay to HOPEWELL, the amount of
                  such invoice within 30 days after the delivery of such notice.

         11.08    If any amount payable by NAPOCOR hereunder whether in respect
                  of fees or otherwise is not paid on or before the due date
                  NAPOCOR shall pay interest thereon, calculated at the rate of
                  Prime plus 2% p.a. if the amount was due in dollars and the
                  T-Bill Rate plus 3% p.a. if the amount was due in pesos, from
                  the date upon which it was due until the date upon which such
                  amount is received by HOPEWELL.

         11.09    All payments made by NAPOCOR hereunder shall be made free and
                  clear of and without any deduction for or on account of any
                  set-off, counterclaim, tax or otherwise except as required by
                  law of the Republic of the Philippines or in payment of
                  penalties referred to in Clause 5.03.

         11.10    If NAPOCOR disputes the amount specified in any invoice it
                  shall so inform HOPEWELL within seven (7) days of receipt of
                  such invoice; if the dispute is not resolved by the due date
                  NAPOCOR shall pay the undisputed amount on or before such date
                  and the disputed amount shall be resolved within fourteen (14)
                  days of the due date for such invoice and any sum paid to
                  HOPEWELL shall be paid together with interest pursuant to
                  Clause 11.08 from the due date of such invoice.


12.      FOREIGN EXCHANGE

         12.01     All sums payable to HOPEWELL in dollars shall be payable in
                   dollars in Hong Kong, in same-day funds not later than 11:00
                   a.m., Hong Kong time, on the day when payment is due, to the
                   account of HOPEWELL (which HOPEWELL shall notify to NAPOCOR)
                   at Citibank, N.A. of Citicorp Centre, 18 Whitfield


                                       19
<PAGE>   23
                  Road, Causeway Bay, Hong Kong or such other account as
                  HOPEWELL may specify and is acceptable to NAPOCOR.

         12.02    Any costs incurred by NAPOCOR in connection with the
                  remittance of funds outside the Philippines may be deducted
                  from the amount so remitted up to a maximum amount equal to
                  0.15% of the amount remitted, all other costs incurred in
                  making payments in accordance with the terms of this
                  Agreement shall be for NAPOCOR's account.

         12.03    All sums payable to HOPEWELL in pesos shall be payable in
                  pesos in Manila, in same-day funds not later than 11:00 a.m.,
                  Manila time, on the day when payment is due, to the account
                  of HOPEWELL with a bank in Manila that HOPEWELL shall specify
                  to NAPOCOR.

         12.04    In the event that any payment, whether pursuant to judgment
                  or otherwise, upon prompt conversion to dollars and transfer
                  to Hong Kong, as provided in Clause 12.01, does not result in
                  payment of the dollar amount stipulated in this Agreement,
                  HOPEWELL shall be entitled to immediate payment of, and shall
                  have a separate cause of action, for the dollar deficiency.
                  However, should any such payment (upon conversion to dollars
                  and transfer to Hong Kong as aforesaid) result in the receipt
                  by HOPEWELL of a sum in excess of the dollar amount
                  stipulated in this Agreement, HOPEWELL shall pay the excess
                  amount to NAPOCOR immediately upon HOPEWELL's receipt of
                  notice of the overpayment and its agreement to the same.

         12.05    All sums payable by HOPEWELL to NAPOCOR, whether pursuant to
                  judgment or otherwise, shall be payable in same-day funds not
                  later than 11:00 a.m., Manila time, on the day when payment
                  is due, to the account of NAPOCOR with a bank in Manila that
                  NAPOCOR shall specify.

         12.06    If any amount payable by HOPEWELL, whether pursuant to
                  judgment or otherwise, is not paid on or before the due date,
                  HOPEWELL shall pay interest thereon, calculated at the rate
                  of Prime plus 2% p.a. if the amount was due in dollars, and
                  the T-Bill rate plus 3% p.a. if the amount was due in pesos,
                  from the date that it was due until the date upon which such
                  amount is received by NAPOCOR.

13.      Insurance

         HOPEWELL shall be responsible to ensure that there is effected
         insurance as provided in the Tenth Schedule and shall provide NAPOCOR
         with copies of all policies of insurance effected by it. Subject to the
         terms of Articles 16.07 and unless NAPOCOR has failed


                                       20
<PAGE>   24
         to perform any of its payment obligations hereunder and such failure is
         continuing, the proceeds of claims against such insurances, except
         third party liability and workmen's compensation insurance, with
         respect to damage or other casualty to the Power Station shall be
         applied by HOPEWELL to the extent necessary to repair or restore the
         Power Station to its previous condition.

14.      Transfer of Ownership

         14.01    On the Transfer Date HOPEWELL shall transfer to NAPOCOR, free
                  from any lien or encumbrance created by HOPEWELL and without
                  the payment of any compensation, all its right, title and
                  interest in and to the fixtures, fittings, plant and equipment
                  (including test equipment and special tools) and all
                  improvements comprising the Power Station.

         14.02    Six months prior to the Transfer Date, NAPOCOR and HOPEWELL
                  shall meet and agree the inventories involved, the mechanics
                  of transfer and security arrangements but HOPEWELL shall not
                  be liable for any discrepancies between such inventories and
                  the actual fixtures, fittings, plant and equipment transferred
                  provided that following agreement on inventories HOPEWELL
                  shall exercise the same care regarding the fixtures, fittings,
                  plant and equipment and all improvements therein as it did
                  prior to agreeing the same and provided further that NAPOCOR
                  shall be entitled to provide a security unit within the Site.

         14.03    The Power Station and all other equipment transferred pursuant
                  to this Clause 14 shall be transferred on an "as is" basis and
                  any warranties which would otherwise be implied by statute or
                  otherwise, including, without limitation, warranties as to
                  title, fitness for the purpose, the absence of patent or
                  inherent defects, description or otherwise of whatsoever
                  nature will be excluded and after the Transfer Date HOPEWELL
                  shall be under no liability whatsoever to NAPOCOR in respect
                  of the operation or otherwise of the Power Station by NAPOCOR
                  or a person designated by NAPOCOR and NAPOCOR shall indemnify
                  and keep indemnified HOPEWELL against any liability to any
                  person arising from the use or operation of the Power Station
                  after the Transfer Date Provided however that HOPEWELL shall
                  subrogate or assign to NAPOCOR any and all rights and benefits
                  which it is able to subrogate or assign of any unexpired
                  warranties in respect of the building, plant and equipment of
                  the Power Station under applicable laws or otherwise.

         14.04    NAPOCOR shall be responsible for all costs and expenses
                  (including legal fees and taxes or duties) incurred in

                                      21
<PAGE>   25
                  connection with the transfer referred in this Clause 14 and
                  shall at its own cost obtain or effect all governmental and
                  other approvals, licenses, registrations and filings and
                  take such other action as may be necessary for the transfer
                  contemplated in this Clause 14, and reimburse HOPEWELL on
                  demand for all such costs and expenses incurred by HOPEWELL
                  in respect of such transfer.

15.      Liability

         15.01    In the event that, in breach of its obligations hereunder,
                  HOPEWELL fails to construct the Power Station, HOPEWELL shall
                  reimburse and indemnify NAPOCOR for all costs and liabilities
                  incurred by NAPOCOR in respect of NAPOCOR's obligations under
                  Clause 2 or Clause 3.

         15.02    HOPEWELL's liability to NAPOCOR arising from any breach of
                  this Agreement or otherwise in connection with the design,
                  construction and operation of the Power Station shall be
                  limited to payments as provided in Clauses 5.03, 5.04 and
                  15.01 and the penalties as provided in Sections 5.1 and 5.2 of
                  the Eighth Schedule.

         15.03    NAPOCOR shall indemnify and hold HOPEWELL, its officers and
                  employees harmless against any claims of any person who
                  directly or indirectly suffers as a result of an interruption
                  of electricity supply or any other disruption or surge of
                  electricity supply arising out of or in connection with this
                  Agreement and any of HOPEWELL's, its officers' or employees'
                  actions or omissions in connection with the same.

         15.04    Subject to Clause 15.03, HOPEWELL shall hold NAPOCOR, its
                  officers and employees free of and harmless from any claims or
                  suits of any third party, other than claims for economic loss,
                  arising from HOPEWELL's operation of the Power Station.

         15.05    Except where otherwise stated in this Agreement, the duties,
                  obligations and liabilities of the parties hereto are intended
                  to be several and not joint or collective and nothing
                  contained in this Agreement shall be construed to create an
                  association, trust, partnership or joint venture amongst the
                  parties hereto and each party shall be liable individually and
                  severally for its own obligations under this Agreement.

16.      Force Majeure

         16.01    No failure or omission to carry out or observe any of the
                  terms, provisions or conditions of this Agreement shall give
                  rise to any claim by any party hereto against any other party
                  hereto.



                                       22
<PAGE>   26
                  or be deemed to be breach of this Agreement if the same shall
                  be caused by or arise out of:

                  a.       (other than as referred to in paragraph (b) below),
                           any war, declared or not or hostilities, or of
                           belligerence, blockade, revolution, insurrection,
                           riot, public disorder, expropriation, requisition,
                           confiscation or nationalization, export or import
                           restrictions by any governmental authorities, closing
                           of harbours, docks, canals, or other assistences to
                           or adjuncts of the shipping or navigations of or
                           within any place, rationing or allocation, whether
                           imposed by law, decree or regulation by, or by
                           compliance of industry at the insistence of any
                           governmental authority, or fire, unusual flood,
                           earthquake, volcanic activity, storm, lightning, tide
                           (other than normal tides), tidal wave, perils of the
                           sea, accidents of navigation or breakdown or injury
                           of vessels, accidents to harbours, docks, canals, or
                           other assistences to or adjuncts of the shipping or
                           navigation, epidemic, quarantine, strikes or
                           combination of workmen, lockouts or other labour
                           disturbances, or any other event, matter or thing,
                           wherever occurring, which shall not be within the
                           reasonable control of the party affected thereby; or

                  b.       war, declared or not or hostilities involving the
                           Republic of the Philippines, or of belligerence,
                           blockade, revolution, insurrection, riot, public
                           disorder, expropriation, requisition, confiscation or
                           nationalization by or involving the Republic of the
                           Philippines, export or import restrictions by any
                           governmental, regional or municipal authorities of or
                           within the Republic of the Philippines, closing of
                           harbours, docks, canals, or other assistences to or
                           adjuncts of the shipping or navigation of or within
                           the Republic of the Philippines, rationing or
                           allocation, whether imposed by law, decree or
                           regulation by, or by compliance of industry at the
                           insistence of, any governmental authority of or
                           within the Republic of the Philippines, or any other
                           event, matter or thing, wherever occurring, which
                           shall be within the reasonable control of NAPOCOR or
                           the government of the Republic of the Philippines or
                           any agency or regional or municipal authority
                           thereof,

                  each of the foregoing events, matters or things being called
                  "Force Majeure" in this Agreement.

         16.02    Notwithstanding Clause 16.01 NAPOCOR (i) shall not be entitled
                  to claim for itself Force Majeure in respect of any


                                       23

<PAGE>   27
                  Force Majeure mentioned in sub-paragraph (b) of Clause 16.01;
                  and (ii) shall not be relieved of its obligation to make
                  payments of Capacity Fees as provided in Clause 11.01 by the
                  occurrence of any Force Majeure mentioned in sub-paragraph (b)
                  of Clause 16.01 whether affecting NAPOCOR or HOPEWELL.

         16.03    The party invoking Force Majeure shall:

                  a.       notify the other parties as soon as reasonably
                           possible by telex or cable of the nature of the Force
                           Majeure and the extent to which the Force Majeure
                           suspends the affected party's obligations under this
                           Agreement; and

                  b.       resume performance of its obligations as soon as
                           possible after the Force Majeure condition no longer
                           exists.

         16.04    If Force Majeure applies prior to the Completion Date the
                  parties will meet to discuss a revised timetable for the
                  completion of the Project and if the Force Majeure has applied
                  for a period in excees of 180 days and such Force Majeure is
                  mentioned in sub-paragraph (b) of Clause 16.01 the provisions
                  of Clause 17.01 shall apply.

         16.05    If Force Majeure applies by the occurrence of any Force
                  Majeure mentioned in sub-paragraph (a) of Clause 16.01 during
                  the Co-operation Period the Co-operation Period shall be
                  extended by a period equal to that during which the effect of
                  the Force Majeure applies provided that if such effect applies
                  for a period in excess of 180 days the parties hereto will
                  meet to discuss the basis and terms upon which the
                  arrangements set out in this Agreement may be continued.

         16.06    The parties hereto will consult with each other and take all
                  reasonable steps to minimize the losses of either party
                  resulting from Force Majeure.

         16.07    If any event of Force Majeure occurs which causes damage to
                  the Project or the Power Station and such event or such damage
                  would not ordinarily be insured against by NAPOCOR then
                  HOPEWELL shall not be obliged to reinstate the Power Station,
                  or, as the case may be, complete the building of the same,
                  until the parties hereto have agreed upon the terms for such
                  reinstatement or completion in a manner which will ensure that
                  HOPEWELL's economic return on its investment is substantially
                  maintained and not prejudiced in any material way and NAPOCOR
                  agrees that it shall promptly, and in good faith, enter into
                  discussions with HOPEWELL to reach such agreement.


                                       24

<PAGE>   28
17.      Buyout

         17.01    If the circumstances set out in Clause 7.05, Clause 8.07,
                  Clause 16.04, Clause 16.07 or Clause 18 arise or if, not
                  earlier than 5 years after the Completion Date NAPOCOR gives
                  not less than 90 days notice to HOPEWELL that either it
                  wishes to close the Power Station or it wishes to move the
                  gas turbines to elsewhere in the Philippines or if, NAPOCOR
                  has failed to ensure the due payment of any sum due hereunder
                  within three months of its due date then, upon HOPEWELL
                  giving to NAPOCOR not less than 90 days notice requiring
                  NAPOCOR to buyout HOPEWELL or, as the case may be, NAPOCOR
                  giving not less than 90 days notice requiring HOPEWELL to
                  sell out to NAPOCOR, NAPOCOR shall purchase all HOPEWELL's
                  right, title and interest in and to the Power Station and
                  thereupon all HOPEWELL's obligations hereunder shall cease.

         17.02    In respect of any transfer of the Power Station pursuant to
                  Clause 17.01 the provisions of Clause 14 (other than Clauses
                  14.01 and 14.02) shall apply thereto.

         17.03    Subject to Clause 17.04, the purchase price in dollars,
                  payable pursuant to Clause 17.01 will be the total amount of
                  the Capacity Fees payable to HOPEWELL pursuant to Clause
                  11.01 until the Transfer Date upon the assumption that the
                  Contracted Capacity during each year of the Co-operation
                  Period for such period is equal to the lower of the
                  Contracted Capacity last nominated by HOPEWELL and the
                  Nominal Capacity and the resulting figure discounted to its
                  value on the date of completion of the buyout by applying a
                  discount rate equal to the last published Commercial Interest
                  Reference Rate for dollars published by the Organization for
                  Economic Cooperation and Development Provided that no buyout
                  may take place without the consent of HOPEWELL if the
                  purchase price calculated as above is not positive.

         17.04    If the provision of Clause 17.01 apply prior to the
                  Completion Date, the purchase price payable shall be an
                  amount equal to the aggregate of all the costs, expenses and
                  liabilities incurred by HOPEWELL in connection herewith as
                  estimated by an independent accountant jointly appointed by
                  both parties and subject to a maximum amount of $30,000,000
                  plus an amount equal to ten percent (10%) of such aggregate
                  provided such additional amount shall not be payable if the
                  provisions of Clause 17.01 are applicable pursuant to Clause
                  16.04.

         17.05    Completion of a buyout pursuant to Clause 17.01 shall take
                  place on the date of the expiry of the notice specified
                  therein at


                                       25
<PAGE>   29

                  which time NAPOCOR will pay to HOPEWELL the purchase price
                  calculated in accordance with Clause 17.03 or, as the case
                  may be, Clause 17.04 and payable in dollars and HOPEWELL
                  shall warrant that following such buyout the Power Station
                  shall be free from any lien or encumbrance created by
                  HOPEWELL.

         17.06    In the event that the provisions of Clause 17.01 apply
                  pursuant to Clause 16.04 then there shall be deducted from
                  the sum payable pursuant to Clause 17.04 an amount equal to
                  the value, if any, of any insurance proceeds received by
                  HOPEWELL in respect of the event leading to the operation of
                  the provisions of Clause 16.04.

18.      Change in Circumstances

         In the event that as a result of any laws or regulations of the
         Republic of the Philippines, or any agency or other body under the
         control of the Government of the Republic of the Philippines or any
         regional or municipal authority thereof, coming into effect after the
         date hereof, or as a result of any such laws or regulations (including
         any official interpretation thereof which HOPEWELL has relied upon in
         entering into this Agreement) in force at the date hereof being
         amended, modified or repealed or as a result of an increase in the
         cost of insurances or inability to renew insurances (unless such
         increase is due solely to HOPEWELL's prior performance in the
         operation of the Power Station) the interest of HOPEWELL in the Site,
         the Project or the Power Station and/or HOPEWELL's expectation of its
         economic return (net of tax or other imposition) on its investment is
         materially reduced, prejudiced or otherwise adversely affected
         (including, without limitation, any restriction on the ability to
         remit funds in dollars outside of the Philippines) then the parties
         hereto shall meet and endeavour to agree amendments to this Agreement
         and if after 90 days no such agreement has been reached the provisions
         of Clause 17.01 shall apply.

19.      Benefit of Agreement

         19.01    NAPOCOR may not assign or transfer all or any part of its
                  rights, benefits or obligations hereunder Provided that this
                  Clause shall not prevent NAPOCOR from merging or consolidating
                  with any other company which is wholly owned by the Republic
                  of the Philippines where the surviving entity adopts and
                  becomes fully liable to perform NAPOCOR's obligations
                  hereunder.

         19.02    HOPEWELL may not, subject to Clause 19.03, transfer all or any
                  of its obligations hereunder but may, for the purposes of
                  arranging or rearranging finance for the Project, assign or


                                       26
<PAGE>   30
                  transfer to any person providing finance to the Project all or
                  any part of its rights and benefits hereunder but not its
                  obligations and NAPOCOR shall duly acknowledge any such
                  assignment or transfer of which it is given notice.

         19.03    The importation into the Philippines of all equipment for the
                  Project and all other work in connection with the Project
                  which necessarily has to be performed in the Philippines and
                  which HOPEWELL agrees to be responsible for hereunder shall
                  be carried out by HOPEWELL PHILIPPINES which shall undertake
                  to perform HOPEWELL's obligations to perform such work and in
                  consideration of which NAPOCOR shall pay fees as provided in
                  Clause 11; HOPEWELL PHILIPPINES, in carrying out such work and
                  receiving such fees shall act on its own behalf and for its
                  own benefit, and not as an agent or representative of
                  HOPEWELL. For such purpose, HOPEWELL, NAPOCOR and HOPEWELL
                  PHILIPPINES (whose participation HOPEWELL shall procure) shall
                  execute and deliver the Accession Undertaking, upon the
                  effectiveness of which HOPEWELL PHILIPPINES shall become a
                  party hereto without the need for any further action on the
                  part of HOPEWELL or NAPOCOR and the rights and obligations of
                  NAPOCOR and HOPEWELL under this Agreement shall be transferred
                  and amended in accordance with the terms of the Accession
                  Undertaking, as if HOPEWELL PHILIPPINES had executed this
                  Agreement as amended by the terms of the Accession
                  Undertaking.

20.      Warranty

         HOPEWELL hereby warrants that neither it nor its representatives have
         offered any government officer and/or NAPOCOR official or employee any
         consideration or commission for this Agreement nor has it or its
         representatives exerted or utilized any corrupt or unlawful influence
         to secure or solicit this Agreement for any consideration or
         commission; that HOPEWELL shall not subcontract any portion or portions
         of the scope of the work of the Agreement awarded to any official or
         employee of NAPOCOR or to the relatives within the third degree of
         consanguinity or affinity of NAPOCOR officials who are directly or
         indirectly involved in contract awards or project prosecution and that
         if any commission is being paid to a private person, HOPEWELL shall
         disclose the name of the person and the amount being paid and that any
         violation of this warranty shall constitute a sufficient ground for the
         recission or cancellation of this Agreement or the deduction from the
         contract price of the consideration or commission paid without
         prejudice to the filing of civil or criminal action under the
         Anti-Graft Law and other applicable laws against HOPEWELL and/or its
         representatives and NAPOCOR's officials and employees.


                                       27
<PAGE>   31
21.      Notices

         21.01    Unless otherwise stated, each communication to be made
                  hereunder shall be made in writing but, unless otherwise
                  stated, may be made by telex or letter.

         21.02    Any communication or document to be made or delivered by one
                  party to another pursuant to this Agreement shall be made or
                  delivered to that other at its address specified above or such
                  other address notified by that party to the other parties by
                  giving not less than 15 days notice of such change of address,
                  and shall be deemed to have been made or delivered (i) in the
                  case of any communication made by telex with correct answer
                  back (at the number identified with the relevant party's
                  signature below), when despatched, and (ii) in the case of any
                  communication made by letter, when left at that address or
                  otherwise received by the addressee.


22.      Dispute Resolution

         22.01    Throughout the term of this Agreement representatives of the
                  Directors of NAPOCOR, Hopewell Holdings Limited, HOPEWELL and
                  Hopewell Philippines shall meet regularly at not less than
                  yearly intervals to discuss the progress of the Project and
                  the operation of the Power Station in order to ensure that the
                  arrangements between the parties hereto proceed on a mutually
                  satisfactory basis.

         22.02    The parties hereto agree that in the event that there is any
                  dispute or difference between them arising out of this
                  Agreement or in the interpretation of any of the provisions
                  hereof they shall endeavour to meet together in an effort to
                  resolve such dispute by discussion between them but failing
                  such resolution the Chief Executives of Hopewell Holdings
                  Limited and NAPOCOR shall meet to resolve such dispute or
                  difference and the joint decision of such Chief Executives
                  shall be binding upon the parties hereto and in the event that
                  a settlement of any such dispute or difference is not reached
                  pursuant to this sub-clause then the provisions of Clause 24
                  shall apply.


23.      Law

         This Agreement shall be governed by and construed in accordance with
         the laws of the Republic of the Philippines.

24.      Jurisdiction


                                       28

<PAGE>   32
         24.01    The parties hereto submit to the non-exclusive jurisdiction of
                  the proper courts of the Republic of the Philippines for the
                  hearing and determining of any action or proceeding arising
                  out of or in connection with this Agreement.

         24.02    To the extent that NAPOCOR may in any jurisdiction claim for
                  itself or its assets or revenues immunity from suit,
                  execution, attachment (whether in aid of execution, before
                  judgment or otherwise) or other legal process and to the
                  extent that in any such jurisdiction there may be attributed
                  to itself or its assets or revenues such immunity (whether or
                  not claimed) NAPOCOR agrees not to claim and irrevocably
                  waives such immunity to the full extent permitted by the laws
                  of such jurisdiction.

25.      Taxes

         NAPOCOR shall be responsible for the payment of (a) all taxes, import
         duties, fees, charges and other levies imposed by the National
         Government of the Republic of the Philippines or any agency or
         instrumentality thereof to which HOPEWELL or HOPEWELL PHILIPPINES may
         at any time be or become subject in or in relation to the performance
         of their obligations under this Agreement (other than (i) taxes imposed
         or calculated on the basis of the net income of HOPEWELL/HOPEWELL
         PHILIPPINES and (ii) construction permit fees, environmental permit
         fees and other similar fees and charges) and (b) all real estate taxes
         and assessments, rates and other charges in respect of the Site, the
         buildings and improvements thereon and the Power Station.

         AS WITNESS the hands of the duly authorized representatives of the
         parties hereto on the twenty ninth day of June in the year nineteen
         hundred and ninety two.


                                       29

<PAGE>   33

                                 FIRST SCHEDULE

                        PROJECT SCOPE AND SPECIFICATIONS


I.       Scope of Agreement

         HOPEWELL shall be responsible for the design, supply, delivery,
         installation/erection including civil works, testing and commissioning
         of a gas turbine power station.

II.      The Site

         The Site is located at the Navotas Fishing Complex or any other site
         agreed by HOPEWELL and NAPOCOR.

         NAPOCOR will clear and prepare the Site for occupation and give
         HOPEWELL vacant possession. Overhead distribution electricity lines
         currently running across the Site will be relocated off the Site by
         NAPOCOR and NAPOCOR will erect a temporary fence around the perimeter
         as shown in figure 2 attached.

III.     Extent of Works/Supply

         In pursuance to its obligations under Section I, HOPEWELL shall be
         responsible for:

         1.       Complete design, development and construction on the Site of
                  the Power Station based on the final mix of turbine units
                  decided upon by HOPEWELL.

         2.       Civil Works

                  2.1      Site development including grading, gravel surfacing
                           and drainage facilities.

                  2.2      Construction of concrete foundations.

                  2.3      Construction of access road within the Site and
                           permanent fence around the Site and the tank farm.

                  2.4      Construction of cable trenches.

                  2.5      Pile driving.


                                       30

<PAGE>   34
                  2.6      Construction of office, laboratory, workshops,
                           storehouses.

                  2.7      Construction of an oil/water separator and a septic
                           tank.

         3.       Electro-Mechanical Works

                  Supply, installation/erection, tests and commissioning to put
                  into operation the required number of generation units and its
                  corresponding minimum gross aggregate capacity of 100 MW
                  (subject to the provisions of Clause 5.05).

                  3.1      Gas turbine packages, consisting of the turbine,
                           compressor, combustor and its auxiliaries, including
                           air intake system, exhaust gas system, cooling
                           system, lubricating oil system, fuel oil system,
                           starting system.

                  3.2      Generator package, complete with necessary equipment
                           and accessories.

                  3.3      Electrical equipment; including main and auxiliary
                           transformers; metal clad switchgear, control
                           switchboard; motor control centre, including control
                           panels, direct current system complete with battery
                           charger, inverters; required high voltage equipment
                           devices and accessories including necessary cables
                           and hardwares for interconnection to the proposed 115
                           KV switchyard; metering and line protection
                           compatible with the existing Meralco system (which
                           will be notified to HOPEWELL prior to the Effective
                           Date), as shown in figure 3 attached.

                  3.4      The extent of the work and supply of HOPEWELL
                           pursuant to 3.3 shall be in accordance with figure 4
                           attached.

                  3.5      Required instrumentation indicators, protection,
                           control and automation of gas turbine units and their
                           auxiliaries, complete with necessary supervisory
                           devices, electronic modules for control and
                           protection, data acquisition system, for safe and
                           reliable operation of the Power Station.

                  3.6      Air conditioning system for the protection of
                           electrical equipment and instruments at the local
                           control room.

                  3.7      Fire protection and alarm systems.

                  3.8      Instrument air system (if necessary).


                                       31

<PAGE>   35
                  3.9      Handling facilities for maintenance and repair.

                  3.10     Miscellaneous electrical works, including
                           lighting, grounding and lightning protection.

                  3.11     Voice and data communication systems in accordance
                           with figure 5 attached inside the Power Station and
                           to and from NAPOCOR Power Management Center details
                           of which will be notified to HOPEWELL prior to the
                           Effective Date.

                  3.12     Fuel oil valve and piping system and metering as
                           shown in figure 6 attached.

                  3.13     Water tank,hydrant and piping systems.

                  3.14     Special tools.

IV       Design Criteria

         1.       Gas Turbine Units

                  The gas turbine units, with an aggregate capacity of not less
                  than 100 MW (subject to the provisions of Clause 5.05) shall
                  be capable of delivering the said output at the following Site
                  conditions:

                  1.1    Elevation (Above Mean
                         Sea Level)                 -        2.0 meters
                  1.2    Ambient air temperature    -        37 (degrees)
                                                             Centigrade
                  1.3    Relative humidity          -        85%
                  1.4    Temp. range                -        18-37 (degrees)
                                                             Centigrade
                  1.5    Noise level                -        to comply with
                                                             NPCC Regulation
                                                             No. 4479 dated 5th
                                                             June, 1978

2.       Heat Rates

         The guaranteed heat rate shall be based on the net kilowatt output for
         the conditions specified in paragraph 1 of Section IV above and the
         Lower Heating Value of the fuel as specified in the Fourth Schedule.

3.       Fuel

         Fuel specifications will be in accordance with the Fourth Schedule.


                                       32
<PAGE>   36
        4.       System Fault Level

                  The present 110 KV bus fault level when the gas turbine units
                  are connected in the Luzon Grid shall be as follows:

<TABLE>
                 <C>       <C>                                <C>
                 4.1       Line to ground fault           :   5,100 MVA
                 4.2       3-phase fault                  :   5,000 MVA
                 4.3       Interrupting Capacity at 110 KV:      40 KA
 </TABLE>

        5.       System Voltage Level

<TABLE>
                 <C>     <C>                                <C>
                 5.1     Generator terminal voltage       :   13.8 KV + 5%
                                                                      -

                 5.2     Main transformer:
                         High Voltage (Nominal)           :   110 KV
                         Off Load Tap Change              :   105/110/115 KV
                         Low Voltage                      :   13.4 KV

                 5.3     Nominal voltage for auxiliary equipment
                         (for information purposes)
                         AC System          :     3.45 KV, 460 V and 230 Volts
                         DC System          :     125 V, 48 V and 24 Volts
</TABLE>

        6.       System Frequency           :     60 Hertz

        7.       Generator and Accessories

                  The generator shall be designed to match the gas turbine units
                  to assume base and peak operating modes. The design
                  characteristics shall be as follows:
<TABLE>
                 <C>     <C>                                <C>
                 7.1     Nominal MVA power output at rated power factor,
                         20(degrees)C ambient temperature, 150 MVA

                 7.2     Three phase wye grounded, through resistance
                 7.3     Rated terminal voltage         :   13.8 KV + 5%
                                                                    -
                 7.4     Rated power factor             :   0.9 lagging
                 7.5     Short circuit ratio (saturated)

                         The measured value of the short circuit ratio at rated
                         MVA and rated voltage shall be not less than 0.47.

                 7.6     Allowable voltage variations

                         At rated MVA, frequency, power factor and inlet air
                         temperature, the turbine-generator can operate
                         satisfactorily even though the terminal voltage may
                         vary + 5% operated value.
                              -

 </TABLE>

                                      33
<PAGE>   37


V.       Utilities During Construction Period

<TABLE>
             Requirements                             Time of Supply
             ------------                             --------------
         <S>                                       <C>
         Electricity - 750 KW                      By 15 days after the
          3 Phase Supply 220V                         Effective Date

         Water - 12,000 Litres                     By 15 days after the
                per day                               Effective Date
         Fresh potable quality

         Telephone  )                              By 15 days after the
         Fax        )  3 I.D.D. Lines                 Effective Date
         Telex      )
</TABLE>

VI.      Utilities During Co-operation Period

<TABLE>
                 Requirements                             Time of Supply
                 ------------                             --------------
         <S>                                            <C>
         Water - 20 Liters per second                       Throughout
           Fresh potable quality                       Co-operation Period

         Telephone  )                                       Throughout
         Fax        )  3 I.D.D. Lines                  Co-operation Period
         Telex      )

         Sewage piping and storm drains from                Throughout
         the side of the perimeter fence nearest       Co-operation Period
         to the sea.
</TABLE>

                                      34
<PAGE>   38

                                SECOND SCHEDULE

                              OPERATING PARAMETERS


A.       Operating Parameters

         HOPEWELL shall operate the Power Station in accordance with the
         operating criteria and guidelines of NAPOCOR. HOPEWELL shall cooperate
         with NAPOCOR in establishing emergency plans including but not limited
         to recovery from a local or widespread electrical blackout; voltage
         reduction to effect load curtailment and other plans which may arise.
         HOPEWELL shall make technical references available concerning start-up
         times and minimum load carrying ability, broken down into:

         1.       Capacity

                  Subject to the provisions of Clause 5.05, the capacity of the
                  Power Station shall not be less than 100 MW at 37 (degrees) C
                  site conditions, as measured at the generator terminals.

         2.       Frequency Limitation

                  The frequency limitations of gas turbine set for continuous
                  operation shall be between the range of 58.2 Hz and 61.5 Hz.

                  The under frequency tripping relay shall be set at 57.5 Hz.

                  The gas turbine overspeed trip shall be set at 10% above
                  normal speed.

         3.       Normal Voltage

                  The normal voltage at the high side of the main power
                  transformer shall be 110 KV, plus or minus 5 percent.

         4.       Load Sharing Operation

                  The units shall operate satisfactorily and without structural
                  damage in daily load sharing from 100 per cent of the
                  Contracted Capacity to the minimum capacity of the units
                  depending on the dispatch requirements of NAPOCOR Power
                  Management Center.

         5.       Range and Ratio of Load Changing



                                       35
<PAGE>   39
                  At normal operation mode, except during start up and shut
                  down, the generating units shall be capable of being operated
                  as follows:

                  -        Turbine preparation and     :       15 minutes per
                           up to synchronous                   start unit
                           speed not less than

                  -        Synchronizing and loading   :       4 MW per minute
                           to full load under normal
                           condition, ramp increase
                           not greater than

                  In Emergency, the generating units shall be capable of being
                  operated as follows:

                  -        Turbine preparation and     :       8 minutes per
                           up to synchronous                   start unit
                           speed

                  -        Synchronizing and loading   :       12 MW per minute
                           to full load under normal
                           condition, ramp increase
                           not greater than

         6.       Operation Mode

                  The Power Station shall be utilized as a despatchable peaking
                  and base load plant and be expected to be able to operate
                  seven (7) days per week, 24 hours per day.

         7.       Variation of Power Load

                  At any given load, it is estimated that the allowable load
                  change per unit should be not more than 4 MW per minute.

         8.       Emergency Starts

                  It is estimated that 10 minutes notice should be given for an
                  emergency start during which the loading rates should be
                  restricted to those shown in Item 5.

         9.       Heat Rates

                  Subject to the provisions of Clause 5.05, the net heat rate
                  of the Power Station following completion shall not be
                  greater than 12,300 BTU/KWH reckoned at full load condition
                  in


                                       36



<PAGE>   40
                  accordance with the Guarantee Tests described in the
                  Fourteenth Schedule. The Power Station will be tested to
                  establish the Guaranteed Plant Net Heat Rate of 12,300
                  BTU/KWH. If results of the Guarantee Tests show a plant net
                  heat rate greater than 12,300 BTU/KWH then HOPEWELL shall
                  endeavour to refurbish or rehabilitate the units or to
                  otherwise correct the units in order to achieve the Guaranteed
                  Plant Net Heat Rate. NAPOCOR shall not be obliged to pay the
                  Capacity and Energy fees for such period that the Tested Plant
                  Net Heat Rate at maximum continuous rating is equal to or more
                  than 13,500 BTU/KWH except as permitted below (including
                  permitted tolerances). In the event that the Tested Plant Net
                  Heat Rate exceeds 12,300 BTU/KWH at commissioning and Hopewell
                  declares the Power Station to be complete, then the
                  application of Section 5.2 Energy Fees of the Eighth Schedule
                  shall be based on the Tested Plant Net Heat Rate for such
                  period as HOPEWELL is unable to correct the Plant Net Heat
                  Rate.

                  The permitted step increase in the Guaranteed Plant Net Heat
                  Rate shall be no greater than 73.8 BTU/KWH after the lapse of
                  every average 6,000 EOH of the units up to 30,000 EOH and 123
                  BTU/KWH per every average 6,000 EOH thereafter. Prior to the
                  Completion Date the parties hereto shall agree on the dates,
                  time and duration for the Guarantee Tests in accordance with
                  the Fourteenth Schedule.

B.       Operating Procedures

         1.       DISPATCH PROCEDURE.  HOPEWELL shall control and operate the
                  Power Station consistent with NAPOCOR's systems dispatch
                  requirements.

         2.       ENGINEERING STANDARDS.  The Power Station including, but not
                  limited to, the protective apparatus shall be operated and
                  maintained in accordance with good engineering practices in
                  respect of synchronizing, voltage and reactive power control.

         3.       PROTECTIVE DEVICES.  The Power Station shall be operated with
                  all of its protective apparatus in service whenever the
                  facility is connected to or is operated in parallel with the
                  NAPOCOR electric system. Any deviation for brief periods of
                  emergency or maintenance shall only be by mutual agreement.

         4.       INTEGRITY LOSS.  If, at any time, NAPOCOR has reason to doubt
                  the integrity of any HOPEWELL protective apparatus and
                  suspects that such loss of integrity could jeopardise the
                  NAPOCOR electric system, HOPEWELL shall demonstrate, to



                                       37

<PAGE>   41
                  NAPOCOR's satisfaction, the correct calibration and operation
                  of the equipment in question.

         5.       TESTING OF PROTECTIVE DEVICES. HOPEWELL shall test all
                  protective devices with qualified personnel at intervals not
                  to exceed one (1) year.

         6.       NOTICE OF TESTS. HOPEWELL shall notify NAPOCOR at least
                  fourteen (14) calendar days prior to: (1) the initial
                  parallel operation of each HOPEWELL generator and (2) testing
                  of all protective apparatus. NAPOCOR shall have the right to
                  have a representative present at such times.

         7.       SERVICE COMMITMENT. At NAPOCOR's request, HOPEWELL shall make
                  all reasonable efforts to deliver power during periods of
                  Emergency.

         8.       MAINTENANCE DURING EMERGENCY. In the event that HOPEWELL's
                  scheduled Downtime coincides with an Emergency, HOPEWELL shall
                  make all reasonable efforts to reschedule the Downtime.

         9.       DAILY OPERATING REPORT FOR RECORD PURPOSES. HOPEWELL shall
                  keep NAPOCOR's Power Management Center informed as to the
                  daily operating schedule and generation capability of its
                  Power Station, including, without limitation to, any Forced
                  Outages.

         10.      OPERATING AND MAINTENANCE RECORDS. HOPEWELL shall maintain
                  the operating and maintenance records for each generating
                  unit at HOPEWELL's Power Station for a period of at least
                  five (5) years with records of: real and reactive power
                  production, changes in operating status, outages, protective
                  apparatus operations and any unusual conditions found during
                  inspections. Changes in the setting of protective apparatus
                  shall also be logged. In addition, HOPEWELL shall maintain
                  records applicable to the Power Station, including the
                  electrical characteristics of the generator and settings or
                  adjustment of the generator control equipment and protective
                  devices. Such information shall be made available to NAPOCOR
                  upon request.


                                       38
<PAGE>   42


                                 THIRD SCHEDULE

                PENALTY OF HOPEWELL ON DELAY OF COMPLETION DATE


The following formula shall apply in computing the amount of penalty to be paid
by HOPEWELL to NAPOCOR due to delays:

                           Base Capacity   (  Nominal      Actual   )
P        =        (1/Nd) x  Payment per  x (  Capacity -  Capacity  ) x 1.05
                             kilowatt      (in kilowatt  in kilowatt)

where:

P        =        Amount to be paid by HOPEWELL to NAPOCOR for each day of delay
                  in respect of which HOPEWELL is required to make a payment
                  pursuant to Clause 5.03. Such amount shall be payable on the
                  last day of each calendar month.

Nd       =        Number of days in the month.


                                       39
<PAGE>   43

                                FOURTH SCHEDULE

            SPECIFICATIONS FOR FUEL SUPPLY AND START UP ELECTRICITY

                                  FUEL SUPPLY

                                 SPECIFICATIONS


The specifications for the Fuel Supply will be as follows:

<TABLE>
<CAPTION>
         ITEM                                         FUEL ANALYSIS
                                             -------------------------------
                                             MIN.                       MAX.
<S>                                          <C>        <C>             <C>
Gravity, @ 36 (degrees) AP (Ave.)                       0.8448
Viscosity, ssu at 100 (degrees) F             35                        50
Flash point, PM, (degrees) F                 130                        --
Cloud point, (degrees) F                      --                        50
Pour point, (degrees) F                       --                        50
Water & Sediments, % Vol.                     --                         0.1
Ash %                                         --                         0.005
Sulfur, Wt. %                                 --                         1.0
Calorific Value, BTU/lb (LHV) (Ave.)                    18,400
Trace Metal Contaminants, ppm
   Sodium plus potassium                      --                         0.5
   Lead + Zinc                                --                         1
   Vanadium                                   --                         0.5
   Calcium                                    --                         2
   Nickel                                     --                         1
   Barium + Manganese + Phosphorous           --                         2
Carbon residue (10% bottom)                   --                         1
</TABLE>


                              SUPPLY ARRANGEMENTS

Delivery                   NAPOCOR and HOPEWELL will liaise to prepare weekly
                           fuel schedules showing anticipated times and
                           quantities of fuel to be utilised by the Power
                           Station and NAPOCOR shall be responsible for ensuring
                           the availability of fuel supplies, for the payment
                           therefor and for all arrangements with the suppliers.

Fuel Oil Storage           Fuel oil will be stored by NAPOCOR outside the Site
and Tank Farm              in tanks of sufficient capacity to permit the fuel
                           to stand for at least 5 days after delivery to allow
                           water and solids to settle. The water shall be
                           drained off weekly.


                                       40


<PAGE>   44
                           The tanks and tank farm will be constructed at
                           NAPOCOR's cost generally in accordance with figure 6
                           attached. The off Site fuel tanks are to be provided
                           with floating suctions and will be calibrated in an
                           approved manner. The tank farm shall be provided with
                           appropriate fire fighting facilities.

Testing                    Upon each delivery of fuel oil to an off Site tank
                           and, if so required by HOPEWELL, from time to time
                           thereafter, a suitable sample will be taken and
                           analysed jointly by HOPEWELL and NAPOCOR to ensure
                           that it meets the specifications as shown above. The
                           laboratory for analysing the oil will be agreed
                           between HOPEWELL and NAPOCOR.

Metering                   Meters will be provided by NAPOCOR on the off Site
                           tanks. As a check, the off Site Tank ullages will be
                           taken before and after each delivery of fuel oil and
                           in the case of discrepancy, the ullages will prevail.
                           HOPEWELL will provide a fuel oil meter with
                           temperature compensation for measuring the delivery
                           of fuel oil from the off Site tanks. Such meter will
                           be installed within the Site area bounded by
                           permanent Site fence. Meters shall be tested every
                           six months at NAPOCOR's cost by a third party agreed
                           between HOPEWELL and NAPOCOR.

Variation in rate          HOPEWELL and NAPOCOR will liaise in estimating the
of delivery                fuel required to comply with NAPOCOR's annual,
                           monthly and weekly systems operating plans.

Fuel management            The parties will enter into a fuel management
                           agreement pursuant to which, for agreed fees,
                           HOPEWELL will undertake the day to day routine
                           maintenance and cleaning of the Off Site tanks but
                           NAPOCOR shall be responsible for any repairs and/or
                           replacement.

Security                   NAPOCOR shall be responsible for all security and
                           safety arrangements in respect of the fuel in the off
                           site tanks.

Insurance                  NAPOCOR shall be responsible for effecting insurance,
                           acceptable to HOPEWELL in respect of the off Site
                           tanks and fuel stored therein and HOPEWELL shall be
                           named therein as a co-insured.


                                       41
<PAGE>   45

                              START UP ELECTRICITY

3.5 MW at 13.8 KV if turbines started consecutively (normal operations).

7.5 MW at 13.8 KV if turbines started concurrently (in emergency).


                                       42
<PAGE>   46

                                 FIFTH SCHEDULE

                        TRANSMISSION LINE SPECIFICATIONS


Location

         From the outgoing switching facility within the Site boundary at
         Navotas Fishing Port Complex.


Specifications

         The transmission line shall be capable of providing sufficient
         electricity for testing, commissioning and starting the Power Station
         and shall be capable of taking the maximum output of the Power Station.


                                       43
<PAGE>   47
                                 SIXTH SCHEDULE

                        ELECTRICITY DELIVERY PROCEDURES


1.       Definition

         "Downtime" means the 1750 hours per unit per year allowed to HOPEWELL
         by NAPOCOR to allow HOPEWELL to undertake normal inspection,
         maintenance, repair and overhaul plus any other hours during which
         HOPEWELL is unable fully to operate the relevant unit as a consequence
         of NAPOCOR's failure to perform any of its obligations hereunder;

         "Forced Outrage" is defined as the inability due to the fault of
         HOPEWELL to meet Contracted Capacity requested by NAPOCOR (other than
         as a result of any faults in or failure of the power transformers or
         high voltage switchgear) provided that any failure to meet the
         Contracted Capacity less any reduction in the Availability of other
         units of the Power Station as a result of Downtime shall not be Forced
         Outage;

         "Forced Outage Hour" means an hour during the whole of which, due to
         Forced Outage, HOPEWELL failed to deliver power at least 95% of the
         amount KW requested by NAPOCOR.

2.       Measurement of Power Generated

         Measurement of power generated transferred to NAPOCOR shall be made at
         the high voltage side of the main power transformer.

3.       Notice in change of output

         Specific procedures for notifications of power requirements shall be
         agreed between HOPEWELL and NAPOCOR prior to the Completion Date.
         Subject to such procedures, the outputs of the gas turbine generators
         shall be as required by the system controller from time to time,
         provided that changes in output requested by the system controller
         remain within the Specifications and the Operating Parameters.

4.       Notice of Downtime

         NAPOCOR shall prepare annual, monthly and weekly systems operating
         plans and in so doing shall coordinate with HOPEWELL to agree on the
         Downtime.


                                       44
<PAGE>   48
         HOPEWELL will be allowed a total of 1750 hours per unit per year
         Downtime for normal inspection, maintenance, repair and overhaul. If in
         any year, the total allowable period of Downtime is in excess or
         deficient, the excess or deficiency shall be carried forward to future
         years up to and including the year during which the next major overhaul
         is scheduled to occur, or if the last such major overhaul have
         occurred, until the end of the Co-operation Period.

         HOPEWELL will plan with NAPOCOR to ensure that as far as practicable,
         Downtime is undertaken at times to cause minimum disruption to the
         NAPOCOR power supply.

5.       Notice of Required Electricity

         Whilst the annual, monthly, and weekly system operating plans will be
         prepared by NAPOCOR in consultation with HOPEWELL, it is agreed that
         the weekly plan for the following seven days will be the control plan
         and will be that plan referred to as "normal operation plan".

6.       Normal Operations

         Normal operations of the gas turbines are as defined below:-

         (1)      Operating in accordance with the weekly normal operation plan
                  as defined in Section 5 above as agreed in writing between
                  NAPOCOR and HOPEWELL with no more than one start per day.

         (2)      Operating with fuel within the specification set out in the
                  Fourth Schedule.

         (3)      Subject to the provisions of Clause 5.05, operating at 100 MW
                  with an ambient temperature not exceeding 37 (degrees) C.

         (4)      Operating with an adequate supply of water as specified in
                  Section VI of the First Schedule.

         (5)      Start up power of 3.5 MW at 13.8 KV is available (normal
                  operations is to start units consecutively).

         (6)      Operating frequencies of the system to be within the limits of
                  the Operating Parameters.

         (7)      Operating at a system voltage of 110 KV plus or minus 5%.


                                       45
<PAGE>   49
         (8)      Start-up, synchronising and loading to be within the limits
                  of the Operating Parameters.

         (9)      Full access to the Site at all times for materials and
                  personnel.


                                       46
<PAGE>   50
                                SEVENTH SCHEDULE

                    MEASUREMENT AND RECORDING OF ELECTRICITY


1.       The meter locations to record the KW and KWH delivered to NAPOCOR
         shall be at the high voltage side of the power transformer.

2.       The quantity of power and energy delivered to NAPOCOR shall be given
         by the in/out meters.

3.       In order to verify the quantity of electricity delivered by HOPEWELL
         to NAPOCOR in each Month, NAPOCOR and HOPEWELL shall at noon or at such
         other time agreed between NAPOCOR and HOPEWELL on the twenty fifth day
         of each month take a photograph of the electricity meters in the Power
         Station recording the supply of electricity by HOPEWELL Provided always
         that if either party shall not be present at the relevant meter or
         meters at the agreed time, the above mentioned photograph shall be
         taken by the party present and shall be binding on the party absent.

4.       HOPEWELL shall supply and install and NAPOCOR shall maintain as part
         of the interconnection facilities, meters and related equipment to be
         utilized for the measurement of electric power and energy in
         determining NAPOCOR's payments to HOPEWELL pursuant to this Agreement.

5.       For the purpose of monitoring the Power Station's operation, NAPOCOR
         shall have the right to require, at HOPEWELL's expense, the
         installation of metering devices at the generation side which will be
         specified to HOPEWELL prior to the Effective Date.

6.       The meters, installed in pursuance to this Agreement, shall be tested
         by NAPOCOR at its own expense every six months. Other tests may be
         conducted at any reasonable time upon request by either party, at the
         requesting party's expense. If HOPEWELL makes such request, HOPEWELL
         shall reimburse said expense to NAPOCOR within thirty (30) days after
         presentation of a bill therefore NAPOCOR's meter test result shall be
         deemed final and conclusive.

7.       The meters and metering transformers shall be in accordance with
         NAPOCOR's specifications.

8.       Metering equipment found to be inaccurate shall be required,
         adjusted, or replaced by NAPOCOR at HOPEWELL's expense such that the
         accuracy of said equipment shall be 100%. If metering


                                       47
<PAGE>   51

         equipment inaccuracy exceeds plus or minus two percent (2%), the
         correct amount of energy delivered during the period of said inaccuracy
         shall be estimated by NAPOCOR and agreed by the parties. Adjustment for
         meter inaccuracy shall cover only the current Month and the Month
         immediately preceding it.


                                       48
<PAGE>   52

                                EIGHTH SCHEDULE

                          DELIVERY OF POWER AND ENERGY


1.       OBLIGATIONS OF PARTIES.  HOPEWELL hereby agrees to convert fuel
         supplied by NAPOCOR into electricity and NAPOCOR hereby agrees to take
         at the high voltage side of the step-up transformer, the electric
         power and energy delivered by HOPEWELL to NAPOCOR until the end of the
         Co-operation Period.

2.       CAPACITY PROVISION.  HOPEWELL shall provide and NAPOCOR shall pay for
         the electric power output capacity of the Power Station as provided in
         Section 5.1 of this Schedule in respect of the amount of Contracted
         Capacity which, in respect of each year, shall be the actual net
         Kilowatt (KW) capability of the Power Station nominated by HOPEWELL
         for such year provided that:-

         a.       such nominated amount may not exceed 105% of the Nominal
                  Capacity unless NAPOCOR so agrees; and

         b.       if, at the beginning of any year HOPEWELL nominates an amount
                  less than 95% of the Nominal Capacity it may subsequently
                  nominate an increased amount in which case such increased
                  amount shall be the Contracted Capacity for the remainder of
                  such year.

         At the commencement of each year of the Co-operation Period, if so
         requested by NAPOCOR, HOPEWELL shall demonstrate its ability to
         provide NAPOCOR the Contracted Capacity within 14 days of any
         nomination by HOPEWELL.

         If, on the Completion Day or any anniversary thereof HOPEWELL fails to
         notify NAPOCOR of the nominated amount of Contracted Capacity for the
         following year, the Contracted Capacity for such year shall be 100,000
         KW.

3.       DELIVERED ENERGY.  HOPEWELL shall convert fuel supplied by NAPOCOR
         into electricity and deliver it to NAPOCOR, and NAPOCOR shall take
         such electricity from HOPEWELL as requested by the NAPOCOR Power
         Management Center. The energy delivered shall be paid for by NAPOCOR
         pursuant to the terms and conditions as provided in Section 5.2 of
         this Schedule.

4.       START UPS.  NAPOCOR shall pay HOPEWELL for each start up of the gas
         turbines as provided in Section 5.3 of this Schedule.


                                       49
<PAGE>   53

5.       TERMS OF PAYMENT

         5.1      CAPACITY FEES.  Capacity Fees shall be computed on the basis
                  of the following formula:

         A  =  {[(BCR * CC)(1 - TFOH/Nh)] - [(y * 1.05)(BCR)(NC - CC)]}

         where:

         A        =        Total Capacity Payment in Dollars for the
                           Month

         BCR      =        Base Capacity Rate in $/KW/Month

         NC       =        Nominal Capacity, in KW

         TFOH     =        Total Forced Outage Hours

         Nh       =        Total No. of Hours in the Month

         CC       =        Contracted Capacity for the year, in KW

         y        =        variable

         The Base Capacity Rate shall be $5.02 KW/Month.

         The variable y is defined as follows:

                  if 0.95 NC < CC, then y  =  0
                             -
                  if CC < 0.95 NC, then y  =  1

         In the event there is Forced Outage due to accident,
         manufacturing defect, defects in materials or assembly or any
         other similar reasons other than fault or failure of the power
         transformers or high voltage switchgear, and rectification of
         the Forced Outage to restore normal operations has taken or
         can reasonably be expected to take a period in excess of 15
         days, then the formula for the calculation of Capacity Fees
         shall be as follows for the entire period of Forced Outage:


               A  =  (BCR x IC) (1 - TFOH/Nh)

         Where:

         CC       =       the Contracted Capacity in effect immediately
                          prior to the Forced Outage

         and,

         IC       =       CC less the capacity lost due to such Forced
                          Outage.


                                       50

<PAGE>   54

         Provided that if HOPEWELL is unable to make available the Contracted
         Capacity for reasons which would have been Forced Outage but for the
         fact they relate to faults in or failure of the power transformers or
         high voltage switchgear and such failure continues for more than 30
         days thereafter the Capacity Fee shall be reduced by reference to the
         amount of capacity that HOPEWELL is so unable to make available and
         the Co-operation Period shall be extended by a period equal to the
         period for which such reduction is applicable.

         5.2      ENERGY FEES.  Energy Fees shall be computed on the
                  basis of the following formula:

                      L  =  (BER)  *  ED)  +  O(Vg - Vt)

         where:

         L        =       Energy Fees, in dollars and pesos

         BER      =       Base Energy Rate in $/KWH

         ED       =       KWH delivered during the Month

         O        =       Oil Price in dollars per litre last published
                          as the Wholesale Posted Price for diesel by the
                          Energy Regulatory Board, subject to a maximum
                          equal to 130% of the most recently published
                          price at the date of this agreement

         Vg       =       Volume of fuel consumption in litres computed
                          on the basis of the Guaranteed Plant Net Heat Rate
                          as provided in Section 9 of Part A of the Second
                          Schedule, the Lower Heating Value ("LHV") of the fuel
                          and the density ("d") of the fuel, multiplied by the
                          energy delivered, by formula

                                            1          1
                      Vg  =  ED  x HRg  x  ---   x    ---
                                           LHV         d


                                          BTU          1           1
                  =   ED, KWH  x 12,300   ----  x  ----------  x ------
                                          KwHr     18,400 BTU    1.8586   lb
                                                          ---            -----
                                                          lb             liter

                  =   ED, KWH x 0.359 litres/KWH

         Vt       =   Volume of fuel consumption in litres computed on the basis
                      of the Tested Plant Net Heat Rate as provided in Section
                      9 of Part A of the Second Schedule, the Lower Heating
                      Value ("LHV") of the fuel and density ("d") of the fuel,
                      multiplied by the energy delivered, by formula



                                    51
<PAGE>   55

                            Vt = ED x HRt x  1  x  1
                                            ---   ---
                                            LHV    d


                  =        ED x HRt
                           ---------
                           34,198.24

         where:               HRt       =      is the Tested Plant Net Heat
                                               Rate, taken at the commissioning
                                               date and the lapse of every
                                               average 6,000 EOH of the units.

                  The Base Energy Rate shall be $0.0005 per KwHr.

         5.3      START UP FEES. For each start-up of a gas turbine requested by
                  NAPOCOR, or for mutually agreed testing, NAPOCOR shall pay a
                  fee computed on the following bases:

                  S        =        (RE * AER)

         where:

                  S        =        Start Up Fee.


         RE       =        The required energy to start up the gas turbine as
                           agreed by the parties at the time such turbine first
                           becomes available to supple energy to NAPOCOR.

         AER      =        The adjusted energy rate per KWH for the period in
                           which the start-up occurs based on the formula
                           provided in Section 5.2 of this Schedule.

         Provided no Start Up Fee shall be payable in respect of the start up of
         a gas turbine in circumstances where another turbine is already running
         and connected to the grid system.


                                       52



<PAGE>   56
                                 NINTH SCHEDULE

                DOCUMENTARY REQUIREMENTS FOR THE EFFECTIVE DATE


1.       Central Bank approval for:

         1.1      any bridge or other loans to be made in foreign currency by
                  HOPEWELL to HOPEWELL PHILIPPINES and for the payment of
                  interest thereon and the payment of the principal thereof in
                  foreign currency;

         1.2      incurring by HOPEWELL PHILIPPINES of foreign currency debt
                  from international financial institutions or agencies,
                  including International Finance Corporation and Asia
                  Development Bank, for the purpose of repaying any bridge loans
                  extended by HOPEWELL, and for meeting the balance of the
                  capital requirements of the Project;

         1.3      repatriation of HOPEWELL's investment in HOPEWELL PHILIPPINES
                  and the profits of such investment as allowed by the laws,
                  rules and regulations of the Republic of the Philippines on
                  the date the investment is made; and

         1.4      HOPEWELL PHILIPPINES to receive payment in dollars as provided
                  herein and to maintain an offshore dollar bank account or
                  accounts.

2.       Philippine Government approval of the employment of foreign nationals
         in supervisory, technical and advisory positions and for the positions
         of president, treasurer and general manager or their equivalent
         throughout the Co-operation Period.

3.       Other national and local approvals as may be necessary to proceed with
         the Project.

4.       Evidence that under the current law of the Philippines, remittance of
         dividends by HOPEWELL PHILIPPINES to HOPEWELL will not be subject to
         Philippine Withholding Tax in excess of fifteen per cent of the amount
         remitted.

5.       The approval by the Central Bank, BOI and other relevant Philippine
         government agencies for the immediate importation into the Philippines
         of all equipment, including the gas turbine sets, for the Power
         Station, and the payment thereof in foreign currency.


                                      53






<PAGE>   57
6.       A Certificate of Registration issued by the BOI in relation to the
         Project, confirming that HOPEWELL PHILIPPINES is a registered pioneer
         enterprise under the Omnibus Investment Code of 1987, containing
         conditions acceptable to HOPEWELL and providing:-

         6.1      Approval for up to 100% foreign ownership by HOPEWELL of
                  HOPEWELL PHILIPPINES.

         6.2      Exemption from all national internal revenue taxes by the
                  National Government for a minimum period of six (6) years,
                  from the start of the Co-operation Period with the right to
                  apply for extensions allowable under law;

         6.3      Full exemption from custom duties and national internal
                  revenue taxes on importation of capital equipment and spare
                  parts until and including December 30, 1994, with the right to
                  apply for extensions allowable under law;

         6.4      Tax credit equivalent to 100% of custom duties and national
                  internal revenue taxes for locally supplied capital equipment;

         6.5      Full exemption from value added tax and local contractor's tax
                  for HOPEWELL PHILIPPINES and for contractors associated with
                  the Project;

         6.6      Exemption from customs duties and national internal revenue
                  taxes for importation and unrestricted use of the consigned
                  equipment for the Project.

7.       A Certificate of the Investment Coordination Committee approving the
         Project.

8.       A Certificate of the National Economic and Development Authority for
         the purposes of the Uniform Currency Act of the Philippines.

9.       An opinion of the Securities and Exchange Commission to the effect
         that HOPEWELL is not required to obtain a license to do business in the
         Philippines.

10.      An opinion of the National Electrification Administration and the
         Energy Regulatory Board confirming that the operation by HOPEWELL of
         the Power Station will not constitute a public utility so as to require
         a franchise, certificate of public convenience or other similar
         license.


                                       54
<PAGE>   58
                                 TENTH SCHEDULE

                                   INSURANCE


1.       INSURANCES DURING CONSTRUCTION.  From the Effective Date until the
         commissioning of the Power Station, HOPEWELL shall, at its own expense,
         obtain and maintain in force the following insurances:

         a.       Marine insurance in respect of plant and equipment to be
                  imported into the Philippines;

         b.       All Risks "Builder's Risk Insurance" to cover the entire works
                  from any and all kinds of damages arising out of any cause
                  whatsoever;

         c.       "Third Party Liability Insurance" to cover injury to or death
                  of persons (including those NAPOCOR) or damages to property
                  caused by the works or by HOPEWELL's vehicles, tools and/or
                  equipment or personnel including its sub-contractors; and

         d.       "Workmen's Compensation Insurance" as required under the
                  Social Security Law.

2.       INSURANCE DURING COOPERATION PERIOD. During the Cooperation Period,
         HOPEWELL shall at its own expense keep the Power Station insured
         against accidental damage from all normal risks and to level normal
         for prudent operators of facilities similar to the Power Station. In
         addition, HOPEWELL shall secure adequate insurance cover for its
         employees as may be required by law.

3.       The insurances effected shall be no less favourable to the insured in
         terms of risks covered than that normally effected by NAPOCOR in
         respect of its own similar operations.


                                       55





<PAGE>   59
                               ELEVENTH SCHEDULE

                        FORM OF PERFORMANCE UNDERTAKING


To:      Hopewell Energy International Limited ("HOPEWELL") and
         Hopewell Tileman (Philippines) Corp. ("HOPEWELL PHILIPPINES"
         and, together with HOPEWELL, the "Beneficiaries"
         which expression includes each Beneficiary)


Dear Sirs,

         We refer to the arrangements for HOPEWELL to make an investment in a
power station to be built in the Philippines recorded in a project agreement
dated ________________ and made between National Power Corporation ("NAPOCOR")
(which is wholly-owned by us) and HOPEWELL and an accession undertaking dated
[    ], whereby HOPEWELL PHILIPPINES was joined as a party to the project
agreement (the project agreement, as supplemented by the accession undertaking
and as further supplemented and amended from time to time, the "Agreement"). We
are fully aware of the terms and conditions of the Agreement.

         In order to facilitate these investment arrangements we hereby confirm
that the obligations of NAPOCOR under the Agreement carry the full faith and
credit of the Republic of the Philippines, and that the Republic of the
Philippines will see to it that NAPOCOR will be able to discharge, at all
times, such obligations as they fall due. Such obligations are hereby affirmed
and guaranteed by the Republic of the Philippines.

         Any dispute, controversy or claim arising out of or relating to this
undertaking, or the breach or termination thereof or the failure to pay or the
late payment of any sum due shall be settled by Arbitration in Sydney,
Australia in accordance with the UNCITRAL Arbitration rules in force at the
date of this undertaking. The appointing authority shall be the Australian
Commercial Disputes Centre, Sydney, the number of arbitrators shall be three
and the language to be used in the arbitral proceeding shall be English. The
parties exclude any right of application or appeal to any courts in connection
with any question of law arising in the course of arbitration or with respect
to any award made.

         We wave for ourselves and our assets and revenues to the extent
permitted by applicable law any and all immunity from suit, execution or other
legal process; notwithstanding the foregoing, we do not waive any such immunity
in respect of property which is (i) used by a diplomatic or consular mission of
the Philippines, (ii) property of a military character and


                                       56
<PAGE>   60

under the control of a military authority or defense agency and (iii) located
in the Philippines and dedicated to a public or governmental use.



                                             Yours faithfully,

                                             THE REPUBLIC OF THE PHILIPPINES




                                             By:
                                                 ---------------------------



                                       57
<PAGE>   61

                                TWELFTH SCHEDULE

                         FORM OF ACCESSION UNDERTAKING


THIS ACCESSION UNDERTAKING is made the ____ day of ________ 1992 ______________

BY

         HOPEWELL ENERGY INTERNATIONAL LIMITED, a private corporation, duly
         organized and existing under the laws of Hong Kong with its principal
         address at 64th Floor, Hopewell Centre, 183 Queen's Road East, Hong
         Kong represented by _____________, who is duly authorized to represent
         it in this Agreement, hereinafter referred to as HOPEWELL.

         NATIONAL POWER CORPORATION a government owned and controlled
         corporation existing under and by virtue of Republic Act No. 6395, as
         amended, with its principal office at the corner of Agham Road and
         Quezon Avenue, Diliman, Quezon City, Philippines, represented herein by
         __________________________ who is duly authorized to represent it in
         this Agreement, hereinafter referred to as NAPOCOR.

         HOPEWELL TILEMAN (PHILIPPINES) CORP., a corporation incorporated in the
         Philippines and having its registered office at Suite 202, CTC
         Building, 2232 Roxas Boulevard, Pasay City, Metro Manila, Philippines
         represented by ___________________, who is duly authorized to represent
         it in this Agreement, hereinafter referred to as HOPEWELL PHILIPPINES.

WHEREAS

         (A)      This Undertaking is supplemental to a project agreement (the
                  "Project Agreement") dated _________________ and made between
                  (1) NAPOCOR and (2) HOPEWELL whereby HOPEWELL has agreed to
                  design, build and operate a gas turbine power station in the
                  Philippines and transfer the same to NAPOCOR on the Transfer
                  Date (as defined therein).

         (B)      HOPEWELL PHILIPPINES is a Philippine corporation and a
                  subsidiary of HOPEWELL.


                                       58


<PAGE>   62


         (C)      It is a condition precedent to the effectiveness of the
                  Project Agreement that the parties hereto enter into this
                  Accession Undertaking.

NOW IT IS HEREBY AGREED as follows:

1.       Interpretation

         (A)      Terms defined in the Project Agreement shall bear the same
                  meaning herein.

         (B)      This Undertaking shall take effect on the Effective Date.

         (C)      Clause headings are for ease of reference only.

         (D)      In this Undertaking, the singular includes the plural and vice
                  versa.

2.       Accession of HOPEWELL PHILIPPINES

         (A)      HOPEWELL PHILIPPINES shall become a party to the Project
                  Agreement and shall perform and comply with all obligations
                  on the part of HOPEWELL under the Project Agreement which
                  necessarily have to be performed in the Philippines in respect
                  of the development, construction and operation of the Project,
                  including the importation into the Philippines of all
                  equipment for the Project and the operation of the Power
                  Station and all references to "HOPEWELL" in the Project
                  Agreement (including without limitation in Clauses 2, 3, 6, 8,
                  10, 11, 12, 14, 15 and 17 thereof) shall be construed to be
                  references to HOPEWELL PHILIPPINES to the full extent
                  necessary to give effect to the foregoing.

         (B)      NAPOCOR shall perform all obligations on its part under the
                  Project Agreement as if HOPEWELL PHILIPPINES were named in the
                  Project Agreement as a party thereto and HOPEWELL PHILIPPINES
                  shall be entitled to all the rights, benefits and interest
                  under the Project Agreement as if it were named as a party
                  thereto including (without limitation) the benefits of all
                  warranties and undertakings on the part of NAPOCOR in the
                  Project Agreement.

         (C)      HOPEWELL shall be jointly and severally liable with HOPEWELL
                  PHILIPPINES for the performance of the obligations undertaken
                  by HOPEWELL PHILIPPINES under Clause 2(A) above, and
                  undertakes to NAPOCOR that is shall, promptly upon its receipt
                  of written demand from NAPOCOR, perform such obligations in
                  accordance with the provisions of the Project Agreement.


                                       59
<PAGE>   63
         (D)      Subject only to the above provisions, the Project Agreement
                  and the respective rights and obligations of the parties
                  thereto under it shall continue in full force and effect.

3.       References in the Project Agreement

         As from Effective Date, any reference in the Project Agreement to "this
         Agreement" and any reference, whether express or implied, to a clause
         or provision of the Project Agreement shall be deemed to be a reference
         to the Project Agreement and to a clause or provision thereof as hereby
         supplemented and amended.

4.       Assignment
         ----------

         HOPEWELL PHILIPPINES and HOPEWELL may for the purposes of arranging or
         rearranging finance for the Project, assign or transfer all or any part
         of its rights and benefits under the Project Agreement as hereby
         supplemented and NAPOCOR shall duly acknowledge any such assignment or
         transfer of which it is given notice.

5.       Law and Jurisdiction
         --------------------

         The provisions of Clauses 22, 23 and 24 of the Project Agreement shall
         apply to this undertaking as if the same were herein repeated in full
         mutatis mutandis.

         HOPEWELL ENERGY INTERNATIONAL LIMITED.

         By:

         Telex:
         Fax  :


         NATIONAL POWER CORPORATION

         By:

         Telex:
         Fax  :







                                       60


<PAGE>   64

         HOPEWELL TILEMAN (PHILIPPINES) CORP.

         By:

         Telex:
         Fax:


                                       61
<PAGE>   65
                              THIRTEENTH SCHEDULE

               FORM OF LEGAL OPINION OF NAPOCOR'S GENERAL COUNSEL


From:    General Counsel to NAPOCOR

To:      Hopewell Energy International Limited and
         Hopewell Tileman (Philippines) Corp.

Dear Sirs,

         I have acted on behalf of National Power Corporation (NAPOCOR) in
connection with an agreement ("the Project Agreement") dated __________________
and made between NAPOCOR (1) and Hopewell Energy International Limited
(HOPEWELL) (2) and an agreement ("the Accession Undertaking" and together with
the Project Agreement "the Agreements") dated (             ) and made between
HOPEWELL (1) NAPOCOR (2) and Hopewell Tileman (Philippines) Corp. (3), I have
examined an executed copy of the Agreements and such other documents as I have
considered necessary or desirable to examine in order that I may give this
opinion. Terms defined in the Agreements shall have the same meaning herein.

         I am of the opinion that:

         (i)      NAPOCOR is a public corporation and validly existing under the
                  laws of the Republic of the Philippines pursuant to Republic
                  Act No. 6395 (as amended);

         (ii)     NAPOCOR has the corporate or other power to enter into the
                  Agreements and to exercise its rights and perform its
                  obligations thereunder, and execution of the Agreements on
                  behalf of NAPOCOR by the person(s) who executed the Agreements
                  was duly authorised by NAPOCOR:

         (iii)    all acts, conditions and things required by the laws and
                  constitution of the Republic of the Philippines to be done,
                  fulfilled and performed in order (a) to enable NAPOCOR
                  lawfully to enter into, exercise its rights under and perform
                  the obligations expressed to be assumed by it in the
                  Agreements, (b) to ensure that the obligations expressed to be
                  assumed by it in the Agreements are valid and enforceable by
                  appropriate proceedings and (c) to make the Agreements
                  admissible in


                                       62


<PAGE>   66

                  evidence in the Republic of the Philippines have been done,
                  fulfilled and performed in compliance with the laws and
                  constitution of the Republic of the Philippines;

         (iv)     the obligations expressed to be assumed by NAPOCOR in the
                  Agreements are legal and valid obligations binding on NAPOCOR
                  enforceable in accordance with the terms thereof:

         (v)      NAPOCOR is not entitled to claim any immunity from suit,
                  execution, attachment or other legal process in the Republic
                  of the Philippines; and

         (vi)     under the Constitution of the Philippines, it is recognized
                  that no law impairing the obligation of contracts shall be
                  passed and consequently the validity of the Agreements and the
                  binding nature of the obligations of the parties thereunder
                  are constitutionally safeguarded.

         This opinion is confined to matters of Philippine law and no opinion
is expressed as to the laws of any other jurisdiction.

                                             Yours faithfully,





                                      63

<PAGE>   67

                              FOURTEENTH SCHEDULE

                               TESTING PROCEDURES


I.       GUARANTEE TESTS

         (1)      Purpose of the Guarantee Tests

                  To demonstrate to NAPOCOR that the Power Station generator
                  output and the Plant Net Heat Rate are in accordance with the
                  Specifications (the "Guarantee Tests").

         (2)      Test Conditions

                  (a)      All gas turbine generating units of the Power Station
                           will be tested by HOPEWELL and the weighted average
                           results compared to the Guaranteed Plant Net Heat
                           Rate and generating capacity described in the
                           Specifications.

                  (b)      The measuring points will be the fuel supply meters,
                           and the electricity billing meters.

                  (c)      The Power Station is to be tested when the units are
                           in clean condition and the tests will be conducted
                           within 100 hrs. of loaded operation of the unit, or
                           of cleaning, or as agreed between HOPEWELL and
                           NAPOCOR.

                  (d)      Throughout the Guarantee Tests, measurements will be
                           taken while the Power Station is operated at maximum
                           continuous rating ("MCR").

                  (e)      If HOPEWELL notifies NAPOCOR that the Power Station
                           is to be tested for partial completion (for example,
                           (100MW) then the test conditions above and the test
                           procedures below shall apply to such testing provided
                           that (i) in respect of generating capacity, HOPEWELL
                           shall only be required to achieve the minimum
                           capacity which is the object of the test and (ii) in
                           respect of the Tested Plant Net Heat Rate, a value in
                           excess of the Guaranteed Plant Net Heat Rate a value
                           in excess of the Guaranteed Plant Net Heat Rate shall
                           not mean a failure of the of the Guarantee Tests for
                           partial completion if, upon the weighted averaging of
                           the Tested Plant Net Heat Rate with the results from
                           the Guarantee Tests for plant


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<PAGE>   68
                           completion, such average Tested Plant Net Heat Rate
                           remains within the Guaranteed Plant Net Heat Rate.

                  (f)      If HOPEWELL has successfully completed a partial
                           completion test, then the final Guarantee Test for
                           plant completion shall only be in respect of those
                           units untested.

         (3)      Test Procedures

                  (a)      During testing, both NAPOCOR and HOPEWELL will make
                           every effort to maintain the frequency, load, power
                           factor and stator voltage steady and as near possible
                           to specified values.

                  (b)      Electrical power output will be measured by a three
                           phase integrating watt hour meter (the Billing
                           meter), calibrated at a laboratory approved by
                           HOPEWELL and NAPOCOR immediately prior to the tests.

                  (c)      Fuel flow will be measured by the volumetric flow
                           meter located on the fuel supply pipelines. The
                           meter will be calibrated by an aproved establishment
                           for the load range and calibration curves will be
                           produced for inspection.

                  (d)      All tests points are to be taken under steady state
                           conditions. Steady-state sonditions are assumed to
                           exist when the variation in gas turbine exhaust
                           temperatures and wheelspace temperatures reach a
                           minimum.

                  (e)      When the following fluctuations are exceeded the test
                           results shall be considered by both NAPOCOR and
                           HOPEWELL to determine whether they are acceptable or
                           not. The term "fluctuation" is intended to mean the
                           difference between the maximum or minimum value of a
                           variable for a single test point and average of the
                           values recorded for that variable at the test point.

<TABLE>
<CAPTION>
                                             Maximum Fluctuation
                                             -------------------
                  <S>                        <C>
                  Compressor inlet air       =  1.5 degree C
                    temperature

                  Fuel rate                  =  2%

                  Speed of load turbine      =  1%
</TABLE>


                                       65










<PAGE>   69

                  Measured load                              = 2%

                  (f)      The tests will be conducted using normal operating
                           fuel with specifications in accordance with the
                           Fourth Schedule. Fuel heating value and specific
                           gravity will be determined by a properly qualified
                           laboratory.

                  (g)      Test readings for the Guarantee Tests will be
                           recorded at ten minutes intervals during one hour
                           period after the units have achieved a steady state
                           condition.

                  (h)      Instrumentation

                           Instruments used to measure performance are all
                           panel instruments unless otherwise mentioned.

                                    Only those measurement items with an
                                    asterisk (see Table I) are required for the
                                    Guarantee Tests.

                           Instruments used to measure the quantities required
                           for the Guarantee Tests will be calibrated over
                           their expected operating ranges.

                           In addition other instruments will be monitored to
                           ensure the units are operated under steady state
                           conditions.

         (4)      Tolerance

                  Only output and heat rate at MCR are guaranteed with
                  tolerance.

                  The measuring tolerance values at MCR are as follows:

                  Tolerance of output        :       1.75%

                  Tolerance of heat rate     :       3.0%

         (5)      Heat Rate Calculation

                  Station Heat Rate,   Btu     =     Total Heat of Fuel Input
                                       ----          ---------------------------
                                       KWh           Net Electrical Power Output

                  Total Heat Input of Fuel,    Btu = Weight of Fuel Input,
                                               ---
                                               hr


                                                     lb  x  Heating Value,  Btu
                                                     --                     ---
                                                     hr                     lb


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<PAGE>   70
         Net Electrical output is measured by the KWhr meter on the high voltage
         side of the generator transformer.

Note:    The Tested Plant Net Guaranteed Net Heat Rate is the weighted average
         of the Tested Plant Net Heat Rates of the Guarantee Tests.

II.      Information Tests

         (1)      Purpose of Information Tests

                  To provide information only on the operating characteristics
                  of the Power Station and its performance at various
                  conditions.

         (2)      Generator Tests

                  The following tests will be conducted at the time of the
                  Guarantee Tests or as agreed between HOPEWELL and NAPOCOR.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
No.         Test items                   Symbol                 Remarks
-------------------------------------------------------------------------------
<S>  <C>                                 <C>             <C>
1    Insulation resistance test            0             By a 1.000V megger for
                                                         alternator armature
                                                         windings. By 500 V
                                                         megger for field

-------------------------------------------------------------------------------

2    Temperature rise test                 0             Temperature rise test
                                                         will be made with the
                                                         machine operating at
                                                         loading condition.

-------------------------------------------------------------------------------

3    Vibration test                        0             Vibration will be
                                                         measured at
                                                         no-load and load.

-------------------------------------------------------------------------------

4    Insulation of bearing                 0             Bearing insulation will
                                                         be checked at
                                                         installation.

--------------------------------------------------------------------------------
</TABLE>


                                       67

<PAGE>   71
         (3)      Instrumentation

                  The measurement items which are not asterisked in Table I are
                  to be tested as part of the Instrumentation Tests.

                  In addition to the measurement items listed in Table I, the
                  following information will also be taken:

                  (i)      Lube oil header pressure and temperature

                  (ii)     Bearing drain temperature

                  (iii)    Wheel space temperature


                                       68
<PAGE>   72
                                    TABLE I
                     Instrumentation for Heat Rate Testing

<TABLE>
<CAPTION>
Measurement                      Primary                 Secondary              Location of
Item              Qty.           Device                  Device                 Primary Dev.
-----------       ----           -------                 ---------              ------------
<S>               <C>            <C>                     <C>                    <C>
*Atmospheric      1              Barometer                  --                  In plant at
 pressure                                                                       turbine level

*Compressor       2              Thermometer                --                  Inlet to air
 inlet temp.                                                                    filter

Compressor        2              Thermocouple            Unit                   Compressor
discharge                                                temp.                  discharge
temp.                                                    ind.                   passage

Compressor        1              Pressure                Unit                   Compressor
discharge                        gauge                   pressure               discharge
pressure                                                 gauge                  passage

Turbine speed                    Generator                  --                  At generator
                                 frequency                                      panel
                                 meter

Turbine           12             Thermocouple            Unit                   Exhaust duct
exhaust temp.                                            temp.
                                                         ind.

*Fuel flow        1              Fuel flow                  --                  Fuel supply
                                 meter                                          line

*Fuel temp.       1              Thermometer                --                  At fuel meter

*Fuel specific    1                     --               Lab.                             --
 gravity                                                 tests

*Fuel heating     1                     --               Lab.                             --
 value                                                   tests

Generator         1              Unit                    Kilowatt               At generator
output                           instrument              hour                   panel
                                 transformer             meter

*Net power        1              Precision                  --                  HV side of
 output                          kilowatt                                       transformer
                                 hour meter
</TABLE>


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<PAGE>   73

                                    [CHART]

                                    THE SITE
                                     Fig. 1
<PAGE>   74
                                    [CHART]

                        DETAIL: TEMPORARY FENCE and GATE

                                     Fig. 2
<PAGE>   75

                                    [CHART]

                                SCOPE OF SUPPLY
                                     Fig. 3

<PAGE>   76

                                    [CHART]

                                 COMMUNICATION
                                    Figure 4

<PAGE>   77

                                    [CHART]

                            FUEL OIL HANDLING SYSTEM
                               SCHEMATIC DIAGRAM
                                     Fig. 5
<PAGE>   78


                                 SIGNATURE PAGE

HOPEWELL ENERGY INTERNATIONAL LIMITED


SIGNED by STEWART WG ELLIOTT  )
for and on behalf of          )    /s/ Stewart WG Elliott
HOPEWELL ENERGY INTERNATIONAL )    ----------------------
LIMITED (Telex No. 72485 or   )    STEWART WG ELLIOTT
76437 HOWELL HX)              )


NATIONAL POWER CORPORATION


SIGNED by PABLO MALIXI        )
for and on behalf of          )    /s/ Pablo Malixi
NATIONAL POWER CORPORATION    )    ----------------------
(Telex No. 40120 NAPOCOR PM)  )    PABLO MALIXI


This Agreement was signed in the presence of:


/s/ ???                       /s/ ???
---------------------------   ---------------------------


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