Exhibit 10.4

                         TURNKEY CONSTRUCTION AGREEMENT
                         ------------------------------

THIS  AGREEMENT  ("Agreement")  made  as  of  the  2  day  of  October,  2000.

BETWEEN:

               PLANET EARTH DESIGN BUILD INC., a Corporation  incorporated under
               the  laws of  Yukon  Territory  having  its  principal  place  of
               business located at 54 Mill Street West, Milverton,  Ontario, N0K
               1M0

                                                                        ("PEDB")
AND:

               HAMILTON BIO CONVERSION  INC., a corporation  incorporated  under
               the laws of Ontario and having an office at 2380 Brampton Street,
               Hamilton, Ontario L8E 5V9

                                                                       ("NEWCO")

WHEREAS  NEWCO intends to engage the professional services of PEDB in connection
with  the project as (hereinafter described as the "Project") such Project being
construction  of:

               Hamilton Bio Conversion Inc.'s Thermo Master(TM) Plant located at
               or about 2380 Brampton Street, Hamilton, Ontario

NOW  THEREFORE NEWCO and PEDB, in consideration of their mutual promises, duties
and  responsibilities  to  each  other  as  set  forth herein, AGREE AS FOLLOWS:

1    THE SERVICES

1.1  PEDB  shall  provide  and  perform  for  NEWCO  the  services  ("Services")
     described in Schedule 1 to this  Agreement,  which are generally  described
     as:

               Project Management, Engineering, Procurement and Construction for
               the construction or  reconstruction  of a Thermo Master(TM) Plant
               on property located at or about 2380 Brampton  Street,  Hamilton,
               Ontario

1.2  The Services shall be performed  generally in accordance with Schedule 5 to
     this Agreement.


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2    AGREEMENT

2.1  The following  documents are specifically  incorporated into this Agreement
     by reference and shall be interpreted  and construed in the same manner and
     to the same effect as if repeated verbatim herein:

     SCHEDULE     DESCRIPTION
     --------     -----------

         1        SCOPE  OF  WORK/SERVICES
         2        COMPENSATION
         3        GENERAL  CONDITIONS
         4        SPECIAL  CONDITIONS
         5        PROJECT  SCHEDULE
         6        DRAWINGS

3    CONTRACT PRICE AND PAYMENT

3.1  NEWCO agrees to pay PEDB, in the manner specified in the General Conditions
     in Schedule 3 and the  Compensation  provisions  specified in Schedule 2 to
     this Agreement,  which  compensation shall be subject to adjustments as may
     be required in accordance with the provisions of the Agreement.

4    ADDRESSES FOR NOTICES

4.1  All notices (the  "Notices")  under this Agreement  shall be in writing and
     shall  be  delivered  by  person,   sent  by  prepaid  registered  mail  or
     transmitted by facsimile or other form of electronic  media,  provided that
     in the case of transmission by facsimile or other form of electronic media,
     such system is satisfactorily  tested immediately prior to transmission and
     confirmation  of receipt is obtained.  Such  notices  shall be addressed as
     follows:

     TO  PEDB:

          Planet  Earth  Design  Build  Inc.
          54  Mill  Street  West,
          Milverton,  Ontario  N0K  1M0

          Attention:     Mr.  Perry  Smith
          Fax  No.:     (519)  595-8770


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<PAGE>
     TO  NEWCO:

           Hamilton  Bio  Conversion  Inc.
           2380  Brampton  Street
           Hamilton,  Ontario  L8E  5V9

           Attention:     The  President


4.2  Notices  delivered in accordance  with the Agreement will be deemed to have
     been  given and  received  on the day  delivered  if  delivered  by prepaid
     registered  mail or on the day  received  if  transmitted  by fax or  other
     electronic  media,  but only if  received at the  specified  address of the
     recipient  prior to 4:30 p.m. on the relevant  business day,  otherwise the
     Notice will be deemed to have been given and  received  on the  immediately
     following business day. In case of postal strike,  slowdown or other postal
     disruption,  notices  shall not be mailed but either  delivered  by hand or
     transmitted by facsimile or other form of electronic  media,  in accordance
     with the Agreement.

5    EXECUTION BY FAX

5.1  This Agreement may be executed in one or more  counterparts,  each of which
     shall be deemed to be an original,  and all of which shall  constitute  one
     and the same instrument.  All of these  counterparts  will for all purposes
     constitute one agreement, binding on the parties,  notwithstanding that all
     parties are not signatories to the same  counterpart.  A faxed  transcribed
     copy or photocopy of this  Agreement  executed by a party in counterpart or
     otherwise  will  constitute  a properly  executed,  delivered  and  binding
     agreement or counterpart of the executing party.

IN  WITNESS WHEREOF the parties hereto have executed this Agreement effective as
of  the  day  and  year  first  above  written.

PLANET  EARTH  DESIGN  BUILD  INC.          HAMILTON  BIO  CONVERSION  INC.

/S/  Perry  Smith                            /S/  Edwin  Kroeker
-----------------                            -------------------
Signature                                    Signature


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                                   SCHEDULE 1

                                SCOPE OF SERVICES


PART  A  -  SERVICES  INCLUDED

PEDB  shall  provide  the  following  services:

1.   CONSULTING, ADVISORY AND PREDESIGN SERVICES

1.1  Acting as NEWCO's agent as required in connection with the Project;

1.2  Preparing an Engineering Program based upon NEWCO's written instructions in
     accordance with the Agreement;

1.3  Assessing and advising on the  appropriateness of the program of inspection
     and testing  services which may be required by NEWCO or imposed by law, for
     the execution of the Project by the Contractor;

1.4  At the option of NEWCO,  preparing preliminary estimates of the cost of the
     Work and Contract Time;

1.5  Preparing  submissions  required for regulatory and municipal approvals and
     assisting  NEWCO  to apply  for  such  required  regulatory  and  municipal
     approvals.

2.   ENGINEERING SERVICES

2.1  PEDB will be responsible for performing the following engineering services:

     2.1.1General  engineering  and conceptual  design  services to describe and
          define the Project sufficient to allow detailed design to be performed
          by  Suppliers  of  equipment,  materials,  products  and systems to be
          incorporated into the Project.

     2.1.2 Coordinate with Suppliers regarding interface requirements.

     2.1.3Obtain,  prepare  and  review  for the  site on  which  the  Plant  is
          intended  to be located  such  surveys,  including  topographical  and
          geodetic  surveys,  soil  reports,  soil  sampling,   water  analyses,
          testing,  subsurface  investigations,  zoning restrictions and utility
          locations  as may be  required  by PEDB to  assess  the most  suitable
          location  on the site for the  Project.  The  cost of  obtaining  such
          information shall be a Reimbursable Cost to PEDB.

2.2  PEDB will perform the Engineering  Services  described in this Section 2 in
     two phases more particularly described,  without limiting the generality of
     the foregoing, as follows:


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     2.2.1Phase One: Based upon the General Technical Specifications, as defined
          in Section  1.26 of the  General  Conditions  at  Schedule  3, to this
          Agreement,   PEDB  will  provide  conceptual  design  services.  These
          services will include  preparing the  following in  preliminary  form:
          schematic designs; design development documents;  general site layout;
          plot plan; grading plan;  general building and equipment  arrangement;
          building  requirements in terms of general  specifications,  sizes and
          overall shape and  configuration;  equipment  list;  calculations  and
          diagrams;  environmental  and  utilities  information  as  required to
          assist NEWCO in obtaining  required  permits,  licenses and approvals;
          erosion  control  plan  before  and after  construction;  process  and
          instrumentation diagrams; and detailed written Project description.

     2.2.2Phase Two: From the documents  prepared during Phase One,  referred to
          in  subsection  2.2.1 above PEDB will  prepare  plans,  drawings,  and
          specifications (the "Drawings and  Specifications")  setting forth the
          requirements for the construction and equipping of the Project.

3.   PROJECT MANAGEMENT SERVICES PRIOR TO CONSTRUCTION PHASE

     From  the  date of  execution  of  this  Agreement  to the  date  that  the
     construction  phase  of  the  Project  commences,  PEDB  will  provide  the
     following services:

3.1  CONSULTATION DURING PROJECT DEVELOPMENT

     Such consultation to include:

     3.1.1 Review conceptual designs during development;

     3.1.2 Advise on site use and improvements;

     3.1.3 Advise on selection of materials, building systems and equipment;

     3.1.4Provide recommendations on construction  feasibility,  availability of
          materials  and  labour,   time   requirements   for  installation  and
          construction,  factors related to cost, including costs of alternative
          designs or materials, preliminary budgets, and possible economies; and

     3.1.5Prepare bid  documents,  technical  specifications,  Contracts,  other
          agreements and documents.

3.2  SCHEDULING

     Such  scheduling  services  to  include  the  following:

     3.2.1 Supervise, schedule and coordinate all Project activities;

     3.2.2 Prepare a Project Schedule;


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     3.2.3Update the Project  Schedule  as  required,  incorporating  a detailed
          schedule for the construction of the Project;

     3.2.4Utilize   critical  path  methods  and  procedures,   using  realistic
          activities,  sequences and duration,  including:  dates for release of
          bid packages;  allocation of labour and materials;  processing of shop
          drawings  and  samples;   and  delivery  of  products  requiring  long
          lead-time procurement;

     3.2.5 Develop general construction schedules for the Contractors;

     3.2.6Include NEWCO's occupancy  requirements,  indicating those portions of
          the Project that have occupancy priority;

     3.2.7Establish  completion  dates for construction and supply phases of the
          Project and for final completion of the Project; and

     3.2.8Keep NEWCO  informed  as to the status of and  changes in the  Project
          Schedule.

4.   CONSTRUCTION BUDGET

     PEDB  will  prepare  a  Construction   Budget  as  soon  as  major  Project
     requirements  have  been  identified,  and  will  periodically  update  the
     Construction  Budget.  PEDB will also prepare a detailed line item estimate
     based on a quantity  survey of drawings and  specifications  and update and
     refine this estimate as the development of the Drawings and  Specifications
     proceeds.

5.   COORDINATION OF CONSTRUCTION CONTRACTS

     PEDB will  review the  Contracts  as they are  prepared  by or on behalf of
     NEWCO and will  recommend  alternative  solutions  whenever  design details
     affect construction feasibility or schedules.

6.   PROCUREMENT AND CONTRACTING

     PEDB will procure and coordinate  the delivery of all equipment,  materials
     and services  required for the engineering,  construction and commissioning
     of the Project, such procurement and contracting to include the following:

6.1  Prepare a procurement  schedule for planning and monitoring the purchase of
     goods and services for the Project to meet the overall Project Schedule;

6.2  Evaluate  and  pre-qualify  selected  bidders.  For each bid  package to be
     issued  recommend  a list of no less  than  three  and no more  than  eight
     qualified bidders;

6.3  Prepare  standard  bid  documents  for  including  with each bid set.  This
     includes  standard  bid  documents,  Invitation  to Bid  Forms,  Bid Forms,
     Standard  Bid  Information   Requests,   Site  Conditions,   Standards  and
     Requirements,  General Conditions, Special Conditions, Terms and Conditions
     of  Purchase  Order/Contract,  Information  to Bidders and  Information  to
     Contractors;


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6.4  Prepare bid packages for each bid such  packages to include  Bidders  List,
     Technical Specifications, Drawings, and standard bid package attachments;

6.5  Organize and Coordinate pre-bid site meetings;

6.6  Receive bids from Suppliers and Contractors;

6.7  Recommend equipment, materials and products for purchase;

6.8  Expedite the  procurement  of long-lead  items in accordance  with purchase
     specifications  to obtain  delivery  by the date  scheduled  in the Project
     Schedule;

6.9  Prepare bid  specifications and prepare documents to facilitate the bidding
     and awarding of Contracts, allowing for phased construction and taking into
     consideration such factors as time of performance,  availability of labour,
     overlapping trade jurisdictions,  provisions for temporary facilities,  and
     existing operations;

6.10 Determine applicable requirements for equal employment opportunity programs
     and  union  labour  requirements   compatible  with  NEWCO's  labour  union
     agreements for inclusion in Contracts;

6.11 Administer labour relations to minimize labour disputes during the Project;

6.12 Review the Contracts to eliminate  areas of conflict and overlap in work to
     be  performed  by the various  Contractors,  and prepare  pre-qualification
     criteria  for  bidders.   Prepare   lists  of   pre-qualified   bidders  in
     co-operation with NEWCO;

6.13 Solicit interest of prospective Suppliers and Contractors in the Project;

6.14 Receive and analyse  competitive bids for the various  Contracts and select
     appropriate  Contractors and Suppliers.  Provide  consultation  services to
     TTTI on technical and commercial  matters as and when reasonably  required;
     and

6.15 Initiate,   maintain  and  monitor  safety   precautions  and  programs  in
     connection  with the Project to minimise  personal  injuries  and  property
     damage.  This will  include the  development  of a Project  Safety  Program
     compatible with NEWCO's standards.

7.   PROCUREMENT

     PEDB will procure all equipment and services required for the completion of
     the Project,  such services to include preparation of procurement plans and
     schedules.


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8.   CONSTRUCTION MANAGEMENT SERVICES

8.1  PEDB will  establish  and implement an on-site  organization  structure and
     lines of  authority,  as  required,  for the  exchange of  information  and
     instructions  between PEDB, PEDB's  Subconsultants,  NEWCO, the Contractors
     and the Suppliers with respect to all  construction,  budget and scheduling
     aspects of the Project.

8.2  PEDB will provide and maintain  sufficient and competent full-time staff at
     the Site to review,  inspect,  co-ordinate  and direct the overall work and
     progress of the Contractors and Suppliers.

8.3  PEDB  will  appoint,  and  will  inform  NEWCO  of such an  appointment,  a
     Construction Manager who will be:

     8.3.1 Fully acquainted with the Project;

     8.3.2 Available for consultation with NEWCO; and

     8.3.3Present at the Site as required  when  construction  is  performed  at
          Site.

8.4  PEDB may  substitute  or replace the  Construction  Manager and will inform
     NEWCO of any such change.

8.5  With regard to Contractors and Suppliers, PEDB will:

     8.5.1 Co-ordinate the work of the Contractors and Suppliers;

     8.5.2Co-ordinate  the  work  of the  Contractors  and  Suppliers  with  the
          activities and responsibilities of NEWCO;

     8.5.3Require  Contractors and Suppliers to handle and warehouse  (according
          to the manufacturer's  recommendations) materials, supplies, products,
          equipment and systems for permanent and temporary construction;

     8.5.4Require  the   Contractors   and   Suppliers  to  maintain  the  work,
          materials,  supplies, products, equipment and systems free from injury
          or damage,  including injury or damage from rain,  wind, snow,  storm,
          heat, or cold; and

     8.5.5Obtain from the  Contractors  and Suppliers  certificates of insurance
          and performance bonds and review same for general  compliance with the
          insurance and bonding requirements of their Contracts.

8.6  PEDB will schedule  delivery of, expedite and receive at Site purchases and
     supplied equipment and, in connection with such equipment, will:

     8.6.1Implement   expediting   procedures  to  maintain  equipment  delivery
          schedules;


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     8.6.2Implement equipment receiving  procedures,  including checking against
          purchase  orders,  inspecting for damage,  preparing  damage claims if
          necessary,  recommending approval of invoices for payment, controlling
          holdbacks and presenting backcharges;

     8.6.3 Arrange warehousing of equipment received; and

     8.6.4Co-ordinate  with  NEWCO  for  the  warehousing  of  spare  parts  and
          consumable materials for the Project.

9.   PERMITS AND APPROVALS

9.1  PEDB will assist NEWCO to:

     9.1.1Obtain  any  necessary  permits,  licenses,  certificates,  including,
          building permits and special permits,  authorizations and certificates
          for permanent  improvements and equipment that may be required for the
          Project,  excluding  permits for  inspection  or temporary  facilities
          required to be obtained directly by the various Contractors;

     9.1.2 Obtain necessary approvals from the authorities having jurisdiction;

     9.1.3Obtain any  necessary  permits,  licenses,  certificates  or approvals
          required by authorities having jurisdiction;

     9.1.4Collect from Contractors and Suppliers such information,  calculations
          and other  materials  that may be necessary  to prepare  documentation
          normally   required  to  obtain  approvals,   permits,   licenses  and
          certificates from authorities  having  jurisdiction and which can only
          be obtained by NEWCO; and

     9.1.5Comply  with  applicable   laws,   regulations  and   requirements  of
          authorities having jurisdiction over the Project.

10.  SCHEDULE CONTROL

10.1 PEDB  will  review  the  adequacy  and  ability  of  the  Contractors'  and
     Suppliers'  personnel  and  equipment  and the  availability  of materials,
     products, supplies and systems required to meet the Project Schedule.

10.2 PEDB will  schedule  and  conduct  weekly  progress  meetings  at which the
     Contractors,  Suppliers,  PEDB  and  NEWCO  may  discuss  such  matters  as
     co-ordination, procedures, progress, problems and scheduling.

10.3 On a regular  basis,  PEDB will monitor and update the Project  Schedule as
     construction progresses, and will:

     10.3.1 Keep NEWCO regularly informed of changes in the Project Schedule;


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     10.3.2  Review  schedule   problems  with  Contractors  and  Suppliers  and
          recommend  courses of action to NEWCO if  Contractors or Suppliers are
          not meeting the requirements of their Contracts;

     10.3.3  Identify   potential   variances  between  scheduled  and  probable
          completion dates;

     10.3.4  Review  the  Project  Schedule  for work not  started,  delayed  or
          incomplete and recommend adjustments in the Project Schedule to NEWCO,
          Suppliers and Contractors to meet the probable completion date; and

     10.3.5 On a monthly  basis,  provide  summary  reports of all changes  that
          occurred during the month in the Project Schedule.

11.  COST CONTROL

11.1 PEDB will adopt a  mutually  satisfactory  Cost  Control  Procedure  ("Cost
     Control  Procedure") for monitoring costs during  construction,  consistent
     with the  provisions  of the  Agreement.  The Cost Control  Procedure  will
     include details of accounts, audits, orders, Contracts, invoices, payrolls,
     insurance,   financial  reports,  progress  reports  and  all  other  major
     administrative procedures and policies.

11.2 PEDB will use on-site  monitoring and  supervision to monitor,  control and
     estimate  cost during  construction  in  accordance  with the Cost  Control
     Procedure  for  cost  control   established   prior  to   commencement   of
     construction, and will:

     11.2.1 Revise and refine the initially approved Construction Budget;

     11.2.2  Incorporate  approved  changes to the  Construction  Budget as they
          occur;

     11.2.3 Develop cash flow reports and forecasts as required;

     11.2.4  Identify   variances   between   actual,   budgeted  and  estimated
          construction costs as applicable and advise NEWCO;

     11.2.5 Maintain cost  accounting  records on authorized work performed on a
          unit price, actual cost or force account basis; and

     11.2.6 Monitor all materials,  equipment and labour  entering into the Work
          for purposes of progress payments to Contractors.

11.3 PEDB will have the authority to exceed the Construction  Budget without the
     NEWCO's prior  approval,  but not without first  informing NEWCO of such an
     anticipated cost overrun, subject to the following conditions:

     11.3.1 For a specific item, piece of equipment or component  required for a
          given  sector or phase of a Project if the  expected  increase in cost
          does  not  exceed  10% of the  amount  originally  budgeted  for  that
          specific item, equipment or component; and


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     11.3.2 For a  particular  phase or sector of the  Project  if the  expected
          increase in cost does not exceed 5% of the amount originally  budgeted
          for completion of that particular phase or sector of the Project.

11.4 NEWCO  will  be  provided  with  access  to  all  PEDB's  records,   books,
     correspondence,  instructions,  drawings, receipts, vouchers, memoranda and
     similar data relating to the Project.

11.5 PEDB will preserve all such records, books,  correspondence,  instructions,
     drawings, receipts,  vouchers,  memoranda, and similar data relating to the
     Project for a period of three (3) years from the date of Final Payment,  or
     for such longer period as may be required by law.

12.  PAYMENTS TO CONTRACTORS AND SUPPLIERS

12.1 PEDB will develop and  implement a system for the review and  processing of
     applications  for progress  payments and final payments by Contractors  and
     Suppliers.  This system will  include the review of such  applications  for
     correctness,  completeness  and compliance with  contractual  requirements,
     including  waivers of liens,  inspections,  and backcharges for faulty work
     and equipment.

13.  CHANGE ORDERS

13.1 PEDB will develop and implement a system for  reviewing  and  processing of
     Change Orders under the Contracts and will:

     13.1.1 Determine and approve any necessary or desirable Changes;

     13.1.2 Review requests for Changes from Contractors and Suppliers; and

     13.1.4 Notify NEWCO of all Change Orders made.

14.  MONITORING AND INSPECTION

14.1 PEDB will monitor the construction work in progress,  including that of the
     Contractors  and Suppliers,  for compliance  with the  requirements  of the
     overall design for the Project, the Contracts,  the Purchase Orders and the
     Supplier  Contracts.  If  any  construction  work  is  found  not  to be in
     compliance  with the  foregoing,  or is otherwise  found to be defective or
     deficient,  then PEDB,  provided  it has been given  appropriate  authority
     under the Contracts,  and if PEDB has not been given appropriate  authority
     then NEWCO, will:

     14.1.1 Require the Contractor or Supplier to stop all or any portion of its
          work and  require  special  inspection  or  testing of such work to be
          performed  to  determine   whether  it  is  in  compliance   with  the
          requirements of the applicable Contract or Purchase Order,  whether or
          not such work is then fabricated, installed or completed; and


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     14.1.2 Reject and cause to be  remedied  the work which does not conform to
          the  requirements  of the  Contracts or Purchase  Orders,  or which is
          defective or unlawful for any reason.

14.2 Provided, however, that any monitoring or inspection, or failure to monitor
     or inspect,  by PEDB shall not relieve the  Contractors  or Suppliers  from
     their responsibility for construction means, methods, techniques,  sequence
     and procedures,  nor from their responsibility to carry out their Contracts
     strictly in accordance with their terms.

14.3 With regard to Project safety, PEDB will:

     14.3.1 Designate a responsible  member of PEDB's  organization whose duties
          will include safety at the Site; and

     14.3.2 Monitor compliance by Contractors,  Suppliers and others at the Site
          with the Project  Safety  Program  initiated  by PEDB for the Project,
          other  safety  requirements  and the  programs of  authorities  having
          jurisdiction,  provided  however that such monitoring will not relieve
          the  Contractors or Suppliers of their sole  responsibilities  for the
          safety of persons and property,  for compliance with the  requirements
          of all authorities having  jurisdiction with regard to the performance
          of their work for the  Project or from  their sole  responsibility  to
          carry out their  Contracts  strictly  in  accordance  with  Contract's
          terms.

15.  CONTRACTS

15.1 PEDB  will  reproduce  and  distribute  copies of the  Contracts  and other
     documents   required  for  bidding  and  field   purposes.   The  costs  of
     reproduction and distribution will be Reimbursable Costs to PEDB.

16.  CONTRACT INTERPRETATION

16.1 If PEDB is expressly given authority by NEWCO in the Contracts to interpret
     design intent, then PEDB will do so in an unbiased and impartial manner and
     NEWCO will accept such interpretations. If PEDB is not given such authority
     in the  Contracts,  then PEDB  will  refer all  questions  relating  to the
     interpretation  of design  intent and the Contract to NEWCO,  together with
     PEDB's recommendations regarding the same.

17.     SHOP  DRAWINGS  AND  SAMPLES

17.1 PEDB will review and approve for general  conformance  with design all shop
     drawings,  product data and samples submitted by Contractors and Suppliers.
     PEDB will establish and implement procedures for expediting, processing and
     approving shop drawings, product data and samples.


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18.  REPORTS AND PROJECT SITE DOCUMENTS

18.1 PEDB will  record the  progress  of the  Project  and will  submit  written
     progress reports to NEWCO on a weekly basis, or at such other frequency and
     times as NEWCO may reasonably  request.  The progress  reports will include
     information on the Contractor's  work,  status of Supplier  Contracts,  the
     percentage of  completion,  whether the Project is on schedule,  updates to
     the  Project  Schedule,  a listing  of  Change  Orders  and other  relevant
     documents.  PEDB will keep a daily Project  report  available for review by
     NEWCO and will:

     18.1.1 Maintain a current  record at the Site of all  necessary  Contracts,
          shop drawings, samples, purchases, materials,  equipment,  maintenance
          and operating manuals,  instructions,  and other documents,  including
          revisions thereto, which arise out of the Contracts or the Project;

     18.1.2 Obtain  from  Contractors  and  Suppliers  a  current  set of record
          drawings,  specifications,  and operating and maintenance  manuals. At
          the completion of the Project, PEDB will deliver to NEWCO;

          (a)  Copies of record drawings including: one (1) electronic copy, two
               (2) reproducible copies (sepias) and four (4) prints,
          (b)  Two (2) copies of all  specifications,  design standards and site
               reports
          (c)  Four (4) copies of all operation and maintenance manuals.

     18.1.3 Prepare,  maintain and submit to NEWCO cost-control summary reports,
          cost-control  log,  quotation  log,  vendor  log and other  reports as
          necessary or as required by NEWCO.

19.  START-UP ASSISTANCE AND SUPERVISION

19.1 PEDB's construction  management staff will assist in and direct the initial
     start-up and testing of equipment and systems by the Contractors. PEDB will
     provide service under a separate  Commissioning and Training  Agreement for
     start-up assistance and supervision.

20.  CHECK-OUT AND COMMISSIONING

20.1 In  connection  with the  check-out  and  commissioning  of  equipment  and
     components of the Project,  PEDB will, under the Commissioning and Training
     Agreement perform the following services:

     20.1.1  Arrange  for  and   schedule   such   installation   and   start-up
          representatives  of  Suppliers  as PEDB may  consider  necessary to be
          present during start-up;

     20.1.2 Schedule the final check-out of equipment by piece and by area;

     20.1.3 In conjunction with the maintenance personnel;

          (A)  direct  the  check  out of  utilities,  equipment  and  operating
               systems by the Contractors; and


                                       10
<PAGE>
          (B)  check equipment and installation of equipment for compliance with
               the requirements of the manufacturers of such equipment;

     20.1.4 Schedule and implement test running and test start-up procedures and
          performance   tests  to   demonstrate   compliance   with   guaranteed
          performance levels; and

     20.1.5  Co-ordinate  the  take  over  by  NEWCO's  operation  personnel  of
          equipment from Suppliers and Contractors of equipment, by area.

21.  COMMISSIONING AND START-UP

21.1 PEDB  will  provide  NEWCO  with ten days  notice  in  advance  of the date
     commissioning of the Project will commence.

21.2 PEDB,  under  the  Commissioning  and  Training  Agreement,   will  provide
     commissioning personnel who will supervise the commissioning of the Project
     after  start-up.  NEWCO will provide  operation  personnel  throughout  the
     commissioning  period who will take instructions from PEDB's  commissioning
     personnel.

21.3 PEDB will  co-ordinate the  commissioning  personnel of the Contractors and
     Suppliers.

21.4 During  commissioning  of the Project,  PEDB will monitor the  check-out of
     utilities and the  operation of systems and  equipment by the  Contractors,
     Suppliers and NEWCO's personnel for readiness,  calibration of controls and
     equipment,  functional  verification  testing,  and other initial operation
     functions  associated with the start-up and commissioning of the Project as
     a whole.

22.  OPERATIONS MANUAL

22.1 PEDB will prepare an operations manual for the completed Project.  Training
     of  NEWCO's  plant  operation  personnel,  if  required  by NEWCO,  will be
     provided under the Commissioning and Training Agreement.

23.  SUBSTANTIAL PERFORMANCE

23.1 PEDB will determine and certify the date of Substantial  Performance of the
     Project and the date of Substantial Performance of each of the construction
     Contracts.  PEDB  will  prepare  for each  Contract  a  deficiency  list of
     incomplete  or  unsatisfactory  items and a schedule for their  completion.
     PEDB  will  monitor  and  review  the  correction  and  completion  by  the
     Contractors of all defects and deficiencies on their respective  deficiency
     lists.

24.  TOTAL PERFORMANCE

24.1 PEDB will  determine and certify the dates of total  performance of each of
     the  Contracts.  PEDB will  obtain and  transmit  to NEWCO the  guarantees,
     affidavits,  releases,  bonds and waivers  required by the Contracts.  PEDB
     will turn over to NEWCO all necessary  keys,  manuals,  record drawings and
     maintenance manuals received from the Contractors.


                                       11
<PAGE>
25.  FINAL INSPECTION PRIOR TO EXPIRY OF WARRANTY

25.1 At the request of NEWCO,  PEDB will inspect the Project 60 to 90 days prior
     to the end of the guarantee  period  provided for in the Contracts with the
     Contractors  and  Suppliers,  and PEDB  will  provide  to NEWCO a  detailed
     written  report of any  non-conformities  or  deficiencies  covered by such
     guarantees.

26.  CLAIM ASSISTANCE

26.1 If any claim or action is made or brought  against NEWCO by any  Contractor
     or Supplier,  PEDB will assist NEWCO in evaluating  and  defending  against
     such claim or action. Provided that such evaluation and assistance does not
     require a time commitment of more than three (3) working days of an officer
     or employee of PEDB, such assistance  will be provided  without charge.  If
     such evaluation and assistance  extends beyond three (3) working days NEWCO
     will pay PEDB at a rate equivalent to PEDB's normal chargeout  rates,  plus
     expenses, for this additional period .

27.  POST-CONSTRUCTION SERVICES:

27.1 PEDB will  conduct  a final  Project  review  and will  advise  NEWCO as to
     continuing  or  newly-observed  defects  or  deficiencies  in  the  Project
     observed during that review.

28.  SCHEDULE FOR PERFORMANCE OF SERVICES

28.1 PEDB will provide the Services  generally in  accordance  with the Schedule
     for  Engineering  attached  as  Appendix  A to this  Schedule  1,  Scope of
     Services.

29.  DRAWINGS TO BE PROVIDED BY PEDB

29.1 PEDB will prepare the necessary  drawings for the Project for tendering and
     construction  purposes  according  to the List of Drawings to be  provided,
     attached as appendix B to this Schedule 1. Suppliers and  Contractors  will
     be responsible for all drawings according to this same appendix B.

29.2 PEDB  will  determine  the  actual  number  of  drawings  required  for the
     fulfilment of its responsibilities under this Agreement. If PEDB determines
     that it is not  necessary  to supply all  drawings  included on the List of
     Drawings  in  appendix B to this  Schedule 1 PEDB will not be  required  to
     supply such drawings. If PEDB is required to supply more than an additional
     5% of the number of drawings  listed on the list of drawings to be provided
     in appendix B to this Schedule 1 then NEWCO will pay PEDB for preparing and
     providing those drawings based on PEDB's normal hourly chargeout rates.

29.3 PEDB  will  provide  copies of the  following  documents  in the  following
     quantities to NEWCO for its review:


                                       12
<PAGE>
<TABLE>
<CAPTION>
Drawing Type and Destination                            Print                      Reproducable
----------------------------------  ---------------------------------------------  ------------
<S>                                 <C>                                            <C>           <C>
a)  General Layouts, Process and Instrument
Diagrams and Electrical Drawings:

i)  Conceptual                                                2  0

ii)   Certified                                                 2  1

b)                                  Other Engineering Drawings Certified                      2  1

c)                                  Design Standards and Specifications Certified             2  0

d)                                  Vendor Drawings:

i)                                  Preliminary                                               3  0

ii)                                 Certified                                                 3  0

e)                                  Vendor Manuals                                            4  0

f)                                  Site Surveys and Reports                                  2  0
</TABLE>


                                       13
<PAGE>
PART  B  -  SERVICES  EXCLUDED

PEDB  will  not  be  required  to  provide  the following services, rather these
services, as required for the execution of the Project, will be procured by PEDB
on  behalf  of,  and  in  the  name  of  NEWCO:

1.   GENERAL

1.1  All geological investigation and geotechnical engineering;

1.2  Advising on insurance and bonding;

1.3  All environmental investigations, consulting and advice;

1.4  All work and services  related to hazardous  substances,  including but not
     limited to  encountering,  handling,  treating or  disposing  of  hazardous
     substances;

1.5  All services or work related to nuclear hazards;

1.6  All services and work indicated in the Turnkey Construction Agreement to be
     provided by TTTI; and

1.7  All other  services and work not  specifically  mentioned in Part A of this
     Schedule 1.

PART  C  -  ADDITIONAL  SERVICES

The following Services shall constitute additional Services for which PEDB shall
be  paid  additional compensation under the Commissioning and Training Agreement
or  under  the  Maintenance  Services  Agreement  to be entered into by PEDB and
NEWCO.

1.   GENERAL

1.1  Training of operating and maintenance staff;

1.2  Post-start-up  services and  assistance for operation or maintenance of the
     project facilities.


                                       14
<PAGE>

                             SCHEDULE 1 - APPENDIX A

                            SCHEDULE FOR ENGINEERING


<PAGE>
                             SCHEDULE 1 - APPENDIX B

                         LIST OF DRAWINGS TO BE PROVIDED


<PAGE>
                                   SCHEDULE 2

                                  COMPENSATION



1.0  FIXED FEE

1.1  NEWCO will pay a lump sum,  fixed fee to PEDB in the following  amount (the
     "Fixed Fee"), exclusive of all Taxes and custom duties:

     All amounts at Cost plus 15%

1.2  NEWCO shall pay, in addition  to the Fixed Fee,  all  applicable  Taxes and
     custom duties.

1.3  The  Fixed  Fee will be  subject  to  adjustment  based on  changes  to the
     Services required by NEWCO under this Agreement.

1.4  The Fixed Fee shall be paid to PEDB in accordance with the following:

     1.4.1A down  payment of cost plus  fifteen  percent  (15%) of the Fixed Fee
          within 14 days of receipt by NEWCO of PEDB's  invoice  therefor,  less
          any advance  paid to PEDB by NEWCO prior to or upon  execution of this
          Turnkey Construction Agreement; and

     1.4.2The balance of the Fixed Fee in  instalments  in  accordance  with the
          following schedule of progress payments - Cost plus 15%.

2.0  REIMBURSABLE COSTS AND FLAT RATE CHARGES

2.1  In addition to the amounts to be paid to PEDB as provided for  elsewhere in
     the  Turnkey  Construction  Agreement,  PEDB  shall  be paid by  NEWCO  the
     following reimbursable costs and flat rate charges:

2.2  The  cost  of  obtaining  surveys,  including  topographical  and  geodetic
     surveys, soil reports, soil sampling, water analyses,  testing,  subsurface
     investigations,  zoning  restrictions  and  utility  locations  as  may  be
     required by PEDB to assess the most  suitable  location on the Site for the
     Project;

2.3  The  cost  of   reproduction   and  delivery  of   information,   drawings,
     specifications and other documents necessary for the Project, including but
     not limited to plans,  drawings,  specifications,  contracts  and  purchase
     orders;


                                      -1-
<PAGE>
2.4  The expense of long distance telephone calls, telegrams and telex;

2.5  The  expense  of  reproduction  and  delivery  of  information,   drawings,
     specifications and other documents necessary to the Project,  and fees paid
     for securing approvals, permits or licenses from regulatory agencies having
     jurisdiction over the Project;

2.6  The expense of transport,  subsistence  and lodging in connection  with the
     Project.  Car expenses shall be charged at $0.35 per  kilometre,  and other
     means of travel at cost plus 15%;

2.7  The costs to PEDB that can be demonstrated to result from the insolvency or
     failure to perform of any Contractor or Subcontractor;

2.8  The costs of quality  assurance such as independent  inspection and testing
     services;

2.9  Charges levied by authorities  having  jurisdiction  over the Project which
     were not reasonably foreseeable at the time of execution of this Agreement;

2.10 Premiums for all bonds and  insurance  which PEDB may be requested by NEWCO
     to  provide  over and  above  those  normally  maintained  by PEDB,  unless
     specified  elsewhere  in this  Agreement to be provided  without  charge to
     NEWCO;

2.11 Costs  incurred  due to  emergencies  affecting  the  safety of  persons or
     property;

2.12 Legal  costs,  incurred  by PEDB,  arising out of the  performance  of this
     Agreement  provided that such do not arise out of any negligence or failure
     to perform this Agreement in accordance with its provisions;

2.13 Costs incurred by PEDB, with NEWCO's permission, in expediting the rejected
     work or the warranty work of Contractors and Subcontractors;

2.14 The costs of auditing when requested by NEWCO;

2.15 The cost of all advertising incidental to the Project; and

2.16 All other  costs  reasonably  incurred  by PEDB in the  performance  of the
     Services.

3.0  Any  reimbursable  costs specified in the immediately  preceding  Section 2
     that are internal costs to PEDB shall be reimbursed at the prevailing rates
     charge  by  other  consultants  in the same  jurisdiction  as PEDB for such
     costs. Items for which there are no prevailing rates shall be reimbursed at
     a rate to reflect PEDB's reasonable internal cost.

4.0  In addition to the above  reimbursable  costs and flat rate  charges,  PEDB
     shall be  entitled to and paid a markup of 15% on such  reimbursable  costs
     and  flat  rate   charges  to   compensate   PEDB  for   office   services,
     administration, handling and carrying costs.


                                       -2-
<PAGE>

                                  SCHEDULE  3

                               GENERAL  CONDITIONS

                                    CONTENTS
                                    --------


                                                 PAGE
                                                 ----
  1.  DEFINITIONS AND INTERPRETATION                 1
  2.  PEDB'S SERVICES . . . . . . . . . . . . . . .  6
  3.  COST ESTIMATES. . . . . . . . . . . . . . . .  6
  4.  CAD DRAWINGS, COMPUTER SOFTWARE AND DATA. . .  7
  5.  STANDARD OF SERVICES. . . . . . . . . . . . .  8
  6.  CHANGES . . . . . . . . . . . . . . . . . . .  9
  7.  EMPLOYEES AND SUBCONSULTANTS OF PEDB. . . . .  9
  8.  NEWCO'S RIGHTS AND RESPONSIBILITIES . . . . .  9
  9.  CONTRACTORS . . . . . . . . . . . . . . . . .  9
 10.  SCHEDULE, DELAYS AND SUSPENSION OF WORK . . .  9
 11.  FORCE MAJEURE . . . . . . . . . . . . . . . .  9
 12.  WARRANTIES AND REPRESENTATIONS. . . . . . . .  9
 13.  TAXES AND DUTIES. . . . . . . . . . . . . . .  9
 14.  REIMBURSABLE COSTS. . . . . . . . . . . . . .  9
 15.  PROGRESS PAYMENTS AND WITHHOLDING OF PAYMENTS  9
 16.  DAMAGES . . . . . . . . . . . . . . . . . . .  9
 17.  INDEMNIFICATION . . . . . . . . . . . . . . .  9
 18.  INSURANCE . . . . . . . . . . . . . . . . . .  9
 19.  TERMINATION . . . . . . . . . . . . . . . . .  9
 20.  DISPUTE RESOLUTION. . . . . . . . . . . . . .  9
 21.  INTELLECTUAL PROPERTY . . . . . . . . . . . .  9
 22.  HAZARDOUS SUBSTANCES. . . . . . . . . . . . .  9
 23.  SAFETY AND WORKERS COMPENSATION . . . . . . .  9
 24.  COMPLIANCE WITH APPLICABLE LAWS . . . . . . .  9
 25.  WAIVER. . . . . . . . . . . . . . . . . . . .  9
 26.  INDEPENDENT CONTRACTOR. . . . . . . . . . . .  9
 27.  LAW AND LANGUAGE OF THE CONTRACT. . . . . . .  9


                                          ii
<PAGE>
 28.  SUCCESSION. . . . . . . . . . . . . . . . . .  9
 29.  ASSIGNMENT. . . . . . . . . . . . . . . . . .  9
 30.  SEVERABILITY. . . . . . . . . . . . . . . . .  9
 31.  ENTIRE CONTRACT . . . . . . . . . . . . . . .  9


                                          ii
<PAGE>
                               GENERAL CONDITIONS

1.   DEFINITIONS AND INTERPRETATION

1.1  "AGREEMENT"  where  used in  this  agreement  means  the  executed  Turnkey
     Construction  Agreement  between  NEWCO and PEDB,  including  the  attached
     Schedules  incorporated  by reference  into the Agreement and which form an
     integral part of the Agreement.

1.2  "AUTHORITIES HAVING  JURISDICTION" means such provincial,  state,  federal,
     regional,  municipal  and  other  authorities  and  bodies  that  may or do
     exercise  some  measure of control over the Project or Site through any one
     or more of codes, laws, rules,  regulations,  ordinances,  by-laws, decrees
     and directions, whether written or unwritten.

1.3  "CHANGE" in  relation  to the  Services  means an  addition,  substitution,
     deletion, variation, cancellation,  omission or delay of part or all of the
     Services  required to be performed or provided  under the Agreement but, in
     relation to the Contract of any Contractor or Supplier,  means an addition,
     substitution,  deletion, variation, cancellation, omission or delay of part
     or all of the work required to be performed or provided  under the Contract
     of that Contractor or Supplier.

1.4  "CHANGE  ORDER"  in  relation  to  the  Services   means  NEWCO's   written
     authorization  to proceed  with a Change in the  Services,  signed by or on
     behalf of NEWCO  and PEDB by their  respective  authorized  representatives
     but, in  relation to the  Contract of any  Contractor  or  Supplier,  means
     PEDB's written  authorization  to changes in the Contracts,  signed by PEDB
     and  the  Contractor  or  Supplier  or  by  their   respective   authorized
     representatives.

1.5  "CONSEQUENTIAL  DAMAGES" to NEWCO means damages,  loss,  costs and expenses
     howsoever  caused or  arising,  related  to loss of use,  loss of actual or
     anticipated  profits,  loss  of  markets,  loss  of  production,   loss  of
     productivity,  loss of revenue,  interest  expense,  standby  time,  delay,
     impacts,  overhead and all other indirect and consequential loss, injuries,
     costs,  expenses and damages,  including  without  limitation  liability to
     NEWCO's customers,  Contractors,  Suppliers and other third parties arising
     out of any of the foregoing.

1.6  "NEWCO"  is the  person,  firm  or  corporation  identified  as such in the
     executed Agreement.

1.7  "NEWCO'S CONSULTANT" means professionals and other specialists,  other than
     PEDB, engaged by NEWCO directly.

1.8  "CONSTRUCTION  BUDGET" means PEDB's estimated  Construction  Cost including
     contingencies for cost increases.


<PAGE>
1.9  "CONSTRUCTION  COST" means the total of all Contracts,  Supplier Contracts,
     Purchase  Orders  and  all  other  costs  of  the  Project,  including  all
     applicable  Taxes  whether  recoverable  or not,  but does not  include the
     compensation of PEDB and its Subconsultants under this Agreement,  the cost
     of the land, financing costs, legal costs,  development costs, or the costs
     of the employees and consultants of NEWCO.

1.10 "CONSTRUCTION  MANAGER" means the representative of PEDB designated as such
     by PEDB in writing to NEWCO.

1.11 "PEDB" has the meaning specified in the preamble to this Agreement.

1.12 "CONTRACT" and "CONTRACTS"  means the agreement(s)  with the  Contractor(s)
     for the provision of one or more of labour, services, materials,  products,
     equipment and systems in connection with the construction of the Project.

1.13 "CONTRACT  DOCUMENTS"  means  the  documents  comprising  the  Contract  or
     Contracts, as applicable, including but not limited to all plans, drawings,
     specifications  and other  documents  relating to the Project  issued by or
     through  PEDB that are  referenced  in or otherwise  incorporated  into the
     Contracts.

1.14 "CONTRACTOR"  and  "CONTRACTORS"  means  the party or  parties  contracting
     directly  with NEWCO or PEDB as NEWCO's  agent for the  provision of one or
     more of labour,  services,  materials and equipment in connection  with the
     construction  of the  Project,  and unless the context  otherwise  requires
     includes Suppliers.

1.15 "CONTRACT  TIME"  with  respect  to each  Construction  Contract  means the
     projected date for substantial  performance of the Construction Contract as
     specified in the Contract between PEDB or NEWCO and the Contractor.

1.16 "COST CONTROL  PROCEDURE"  has the meaning as defined at 11.1 of Schedule 1
     to this Agreement.

1.17 "DAY" and "DAY" means one calendar day.

1.18 "ELECTRONIC INFORMATION" has the meaning as defined at 4.1 of these General
     Conditions.

1.19 "ENGINEERING PROGRAM" means the package of engineering services required to
     deliver the specific  Turnkey Plant Project,  including such things as site
     engineering, preparation of site specific plant drawings, local engineering
     tasks  and  engineering  modifications  and  interpretations  which  may be
     required to meet local regulatory requirements;

1.20 "DRAWINGS AND SPECIFICATIONS"  means the plans, drawings and specifications
     prepared by PEDB for the Contracts based on the preliminary design, general
     layout and specifications for the Project approved by NEWCO.

1.21 "FIELD  INSPECTION"  means inspection of the  Contractor's  work by PEDB by
     applying  such random  sampling  procedures on the site as PEDB in its sole
     professional  discretion  considers  necessary  to enable  it to  ascertain
     whether  the  Contractor  is  generally  carrying  out the work in  general
     conformity with the design concepts for the Project.


                                      -2-
<PAGE>
1.22 "FIELD  SERVICES"  means the  provision of personnel at the Site by PEDB to
     interpret drawings and specifications, to carry out Field Inspection and to
     administer and coordinate the Project.

1.23 "FINAL PAYMENT" has the meaning as defined in Section 15.3 to these General
     Conditions.

1.24 "FIXED FEE" means the fixed fee, if any, which is  specifically  set out in
     the executed  part of the  Agreement  between the  parties.  If there is no
     fixed fee  specified in the executed  part of the  Agreement  then the term
     "Fixed Fee"  wherever used shall be deemed to mean the total fee to be paid
     to PEDB under the Agreement, as adjusted in accordance with the Agreement.

1.25 "FORCE  MAJEURE"  and "ACTS OF FORCE  MAJEURE"  mean acts of any  national,
     civil or military authority, governmental priorities, civil commotion, war,
     insurrection,  acts of the public enemy, riots, epidemics, sabotage, fires,
     explosions,  storms, floods, earthquakes,  adverse weather conditions, acts
     of God, embargoes, injunctions or stoppages of work pursuant to an order of
     a court or other public  authority which order is not issued as a result of
     an act or fault  of  either  party,  inability  due to  causes  beyond  the
     reasonable  control of a party to obtain  necessary  and  proper  labour or
     transportation,  strike,  lock-out or other  labour  disruption,  or delays
     beyond the  reasonable  control of a party of carriers and  suppliers,  and
     similar events or conditions  (excluding  financial inability and financial
     inability  to  prevent  or  mitigate  any  of  the  foregoing)  beyond  the
     reasonable  control  of  a  party  which  delay  or  prevent  that  party's
     performance  of the  Agreement,  provided that such delay or prevention was
     not caused in whole or in part by that  party's  wilful act or  negligence.
     Notwithstanding  the  foregoing,  strikes,  lock-outs  and labour  disputes
     between NEWCO and its employees  shall not constitute  Force Majeure unless
     they are part of an  industry  wide  strike,  lock-out  or  labour  dispute
     involving  all  other  unionized  companies  in the  same  industry  in the
     jurisdiction in which the Site is located.

1.26 "GENERAL TECHNICAL SPECIFICATIONS" means the general specifications for the
     Project attached as Schedule 5 to the Agreement.

1.27 "HAZARDOUS   SUBSTANCES"  means  any  contaminant,   pollutant,   dangerous
     substance,  toxic substance,  nuclear material or substance,  liquid waste,
     industrial waste,  gaseous waste, hauled liquid waste,  hazardous material,
     or hazardous  substance as defined or  identified  pursuant to any federal,
     provincial,  state,  regional or  municipal  statute,  by-law,  regulation,
     ordinance, order or publication, or any other applicable law or publication
     of  any  authority  having  jurisdiction,   relating  to  the  environment,
     occupational  health and safety,  product liability or transportation  and,
     without limiting the generality of the foregoing,  includes any soil or any
     solid, liquid or gaseous substances containing any of the foregoing.


                                      -3-
<PAGE>
1.28 "NUCLEAR  MATERIALS"  has the meaning as indicated in section 22.3 of these
     General Conditions.

1.29 "MONTH" and "MONTH" means one calendar month.

1.30 "OWNER" means the person,  firm or corporation that owns the property where
     the  Project is to be  located.  The Owner may be, but is not  necessarily,
     NEWCO.

1.31 "PLACE  OF THE WORK"  means the  province,  state or  country  in which the
     designated Site of the Project is located.

1.32 "PROJECT" has the meaning assigned to this executed Agreement.

1.33 "PROJECT  MANAGER" means the  representative  of PEDB designated as such by
     PEDB in writing to NEWCO.

1.34 "PROJECT SCHEDULE" means initially the preliminary schedule for the Project
     either attached as a separate schedule to the Agreement or specifically set
     out in the  Agreement,  which may be amended or varied from time to time in
     accordance  with the  Agreement.  If no Project  Schedule  is  attached  or
     specifically set out in the Agreement,  then the Project Schedule means the
     schedule for the Project  prepared by PEDB to coordinate  and integrate the
     Services with the construction schedules for the Project.

1.35 "PURCHASE ORDER" means NEWCO's order for the provision of labour, services,
     equipment,  material, products, systems or other items from a Contractor or
     Supplier.

1.36 "SCHEDULE FOR ENGINEERING"  means the schedule  specified in or attached to
     the Agreement  and which  indicates the general time frame within which the
     various  parts of the Services  are to be provided by PEDB.  If no separate
     Schedule for Engineering is included in the Agreement and if specific parts
     of  the  Services  to be  provided  by  PEDB  are  clearly  and  separately
     identified in the Project Schedule, then the Schedule for Engineering shall
     be  construed  to mean those  portions  only of the Project  Schedule  that
     clearly and  separately  identify the  specific  Services of PEDB under the
     Agreement.

1.37 "SERVICES"  means  the  services  of  PEDB  as  defined  in  this  executed
     Agreement.

1.38 "SHOP  DRAWINGS"  means  drawings,  diagrams,   illustrations,   schedules,
     performance  charts,  technical brochures and other data which are provided
     by the Contractors or Suppliers to illustrate details of their work.

1.39 "SITE" means the property  for which the  Services are  performed  and upon
     which the Project is located or to be constructed.

1.40 "SUBCONSULTANT"  means anyone engaged  directly by PEDB in connection  with
     the Project for the  provision of one or more of design  services,  labour,
     materials, equipment, products, systems or supplies which PEDB is obligated
     to  provide  under  this  Agreement,   and  includes   subconsultants   and
     subcontractors of PEDB.


                                      -4-
<PAGE>
1.41 "SUBCONTRACTOR"  is a person,  firm or corporation having a direct contract
     with a  Contractor  to  perform  a part or parts  of the Work or to  supply
     products for the Work,  including  but not limited to products  worked to a
     special design.

1.42 "SUBSTANTIAL  PERFORMANCE"  of the  Project as a whole is as defined in the
     lien  legislation  applicable to the Place of the Work. If such legislation
     is  not  in  force  or  fails  to  use or  define  such  term,  Substantial
     Performance  means when all of the Work for the Project as a whole is ready
     to use or is being used for the purpose  intended  and is so  certified  by
     PEDB. In connection with any particular construction Contract,  Substantial
     Performance  of the Contract means when the work that is the subject of the
     Contract is ready to use or is being used for the purpose  intended  and is
     so certified by PEDB.

1.43 "SUPPLIER" is a person, firm or corporation contracting directly with NEWCO
     for the  provision  of one or more of  equipment,  materials,  products and
     systems which will form a permanent part of the Work and includes Vendors.

1.44 "TAXES"  means all taxes and  duties,  other than  personal  and  corporate
     income taxes,  imposed by Canada, any province or territory thereof, or any
     political  subdivision  of the foregoing or any foreign  jurisdiction,  and
     includes  without  limitation  all  social  services,   federal  goods  and
     services,  value added, sales, use and gross receipts taxes, as well as all
     import and custom duties,  excise taxes and similar taxes and contributions
     levied  or  imposed  by any level of  government  or any  authority  having
     jurisdiction.

1.45     "TRADE  CONTRACTOR"  means  Subcontractor.

1.46 "VENDOR" is a person, firm or corporation contracting with NEWCO to provide
     equipment to NEWCO for incorporation into the Project.

1.47 "WORK" means the totality of all labour,  materials and  equipment  used or
     incorporated into the Project by the Contractors and Suppliers  pursuant to
     the Contracts and Purchase Orders.

1.48 References to an article,  clause or paragraph of these General  Conditions
     or any part of the  Agreement  made by  reference  to the  term  "Article",
     "General Condition",  "GC" or some similar designation followed by a number
     shall be deemed to be a reference to the article, general condition, clause
     or  paragraph  of  this   Agreement   plus  all  clauses,   paragraphs  and
     sub-paragraphs containing that number as a prefix.

1.49 Wherever the  singular,  masculine  or neuter is used in this  Agreement it
     shall be construed as if the plural or feminine or body  corporate,  as the
     case may be, had been used where the context or the parties so require.


                                      -5-
<PAGE>
1.50 In the event of any conflict, variation, ambiguity or inconsistency between
     the terms of the  executed  Agreement  and any  schedules  attached  to the
     Agreement,  the terms and conditions of the Agreement shall prevail and the
     provisions  of any  schedules  shall  govern  in  the  following  order  of
     precedence,  with the first listed taking  priority over those listed after
     it:
           Scope  of  Work/Services
           Compensation
           Special  Conditions
           General  Conditions
           Specifications/Drawings
           Project  Schedule
           Other  Schedules

     Provided,  however,  that where any provision in any schedule  specifically
     refers to another  schedule  or another  part of the  Agreement  by express
     reference and then expressly modifies or amends that other provision,  then
     such modification or amendment shall take precedence and prevail.

2.   PEDB'S SERVICES

2.1  PEDB will provide the Services to NEWCO in accordance with the terms of the
     Agreement.

2.2  PEDB will obtain all  business  permits and  licenses  that are required of
     PEDB to perform its Services under the Agreement.

2.3  NEWCO,  upon request from PEDB, will employ and pay as NEWCO's  Consultants
     such  specialist  consultants,  including but not limited to  geotechnical,
     environmental,  hydrology  and other  consultants,  as PEDB may  reasonably
     require to enable PEDB to provide the Services in a manner  satisfactory to
     PEDB.  NEWCO and NEWCO's  Consultants  shall be solely  responsible for the
     work and services of all NEWCO's Consultants.

2.4  If PEDB or anyone  employed by or through PEDB is  subpoenaed  or otherwise
     required  to attend  and  testify  before  any court or in any  arbitration
     proceeding with regard to any matter  relating to the Services,  other than
     with regard to a dispute solely between NEWCO and PEDB,  then PEDB shall be
     paid its normal charge out hourly rates for such personnel,  plus all costs
     and  expenses,  for  preparing  for and  testifying  before  such  court or
     arbitration proceeding.

3.   COST ESTIMATES

3.1  PEDB will not be  responsible  for overruns in  estimates  of  Construction
     Costs contained within the Construction  Budget.  As neither PEDB nor NEWCO
     has control over the cost of labour,  materials or  equipment,  or over the
     Contractor's  methods  of  determining  bid  prices,  or  over  competitive
     bidding, market or negotiating conditions, PEDB cannot and does not warrant
     or  represent  that  bids or  negotiated  prices  will  not  vary  from any
     estimates  of  Construction  Cost by PEDB.  PEDB in any event  shall not be
     liable or  responsible  for any  variance  from any  estimated  or budgeted
     Construction  Cost  or  Project  budget,   whether  established  under  the
     Agreement or otherwise,  and any such variance shall not constitute grounds
     for NEWCO withholding fees or any other payments due to PEDB.


                                      -6-
<PAGE>
3.2  If the bidding or  negotiation  phase for the Work to be  constructed  by a
     Contractor  has not  commenced  within  three months after PEDB submits the
     tender documents to NEWCO,  the budget for the  Construction  Cost shall be
     adjusted  to  reflect  any  change  in the  general  level of prices in the
     construction  industry  between  the  date  of  submission  of  the  tender
     documents to NEWCO and the date on which tenders are sought.

4.   CAD DRAWINGS, COMPUTER SOFTWARE AND DATA

4.1  Unless otherwise expressly provided in the Agreement and initialled by PEDB
     at the time of execution of the  Agreement,  the provision to NEWCO by PEDB
     of any computer software,  computer data, CAD drawings or computer hardware
     (the  "Electronic  Information"),  including  providing  same by or through
     electronic media such as disk or tape or by or through electronic transfer,
     shall be provided subject to the following terms and conditions and express
     limitations of liability:

     4.1.1Electronic  Information provided by PEDB will be in the format used by
          PEDB.  PEDB does not warrant  compatibility  with any  computer or any
          other electronic  equipment of NEWCO and PEDB shall not be required to
          amend or vary the  files  to  accommodate  or take  into  account  any
          incompatibility between the files and the software or hardware used by
          NEWCO.

     4.1.2PEDB shall not be responsible  for making the  Electronic  Information
          compatible   with  any  existing  or  future  computer  or  electronic
          equipment of NEWCO.  Further,  PEDB shall not be responsible  nor have
          any liability  whatsoever to update any of the Electronic  Information
          in future.

     4.1.3The Electronic  Information is provided  solely for use in the Project
          and for no other use or purpose.

     4.1.4All  copyright  and  intellectual   property  rights  in  and  to  the
          Electronic  Information  shall, as between NEWCO and PEDB,  remain the
          property of PEDB.

     4.1.5PEDB is not  responsible  for the  accuracy  of the CAD files and does
          not  represent  or  warrant  that the CAD  files  contain  the  latest
          versions of, or revisions  to, the  drawings.  Further,  PEDB does not
          represent or warrant that the CAD files  contain the same  information
          as, or are identical to, the printed  versions of the drawings  issued
          to NEWCO or to any  Contractor.  NEWCO  acknowledges,  understands and
          agrees  that there may be  differences  between  drawings  provided to
          NEWCO or Contractors in print and the information contained in the CAD
          files,  even if they are  apparently  identified  by the same revision
          number.


                                      -7-
<PAGE>
     4.1.6The recipient of any Electronic  Information from PEDB shall be solely
          responsible  for  verifying  that the CAD  files  received  from  PEDB
          represent drawings identical to the drawings that they receive or have
          received  from  PEDB and that the CAD files  may  represent  different
          versions or  variations  of the same  drawings.  The  recipient of any
          Electronic  Information  shall be solely  responsible for ensuring all
          revisions  to  drawings  by  PEDB  made   subsequent  to  the  version
          represented  by the CAD files provided by PEDB are  incorporated  into
          the CAD files which were  received,  as well as all drawings and files
          that the recipient  has created  based on or using those  original CAD
          files.

     4.1.7In the event of any  conflict  or  inconsistency  between  any drawing
          issued in print by PEDB and any CAD file,  the drawing issued in print
          shall govern.

     4.1.8PEDB shall bear no  liability  whatsoever  for any  computer  or other
          electronic  viruses  or  defects  or  deficiencies  contained  in  any
          Electronic Information provided by PEDB to NEWCO or anyone else.

4.2  Notwithstanding  any other  provision of the  Agreement,  the only warranty
     provided  with  regard  to any  Electronic  Information  is that  PEDB will
     replace, at no charge, defective Electronic Information that is returned to
     PEDB within  ninety (90) days of the date it is first  provided by PEDB. If
     PEDB is unable to correct the defective Electronic  Information and replace
     it  within  such  time  period  as PEDB  may  consider  appropriate  in its
     discretion,  then PEDB will refund the cost of the Electronic  Information,
     but excluding the cost of any work or services provided by PEDB with regard
     to the creation, modification or provision of the Electronic Information to
     NEWCO.  The  foregoing  is in  lieu of all  other  warranties,  express  or
     implied,   including  but  not  limited  to  any  and  all   warranties  of
     merchantability  and fitness for purpose,  whether implied  pursuant to the
     Agreement,  by statute or  otherwise.  In no event shall PEDB be liable for
     any  Consequential  Damages  arising  out  of or  relating  to  the  use or
     inability to use the Electronic Information.

4.3  The  provisions of this Section 4 are in addition to all other  disclaimers
     and limitations of liability in the Agreement.

5.   STANDARD OF SERVICES

5.1  Any design, engineering,  architectural or other such professional services
     required by this  Agreement  to be  performed  by or through PEDB which are
     required by law or the authorities  having  jurisdiction to be performed by
     licensed  or  registered  professional  engineers  or  architects  will  be
     performed by licensed or registered professional engineers and architects.

5.2  In the  performance  of its  Services,  PEDB  and its  Subconsultants  will
     exercise the standard of care normally  exercised by licensed or registered
     professional  architectural,   engineering,   construction  management  and
     project  management  personnel  who  perform  comparable  services  in  the
     jurisdiction in which the Services are performed.


                                      -8-
<PAGE>
5.3  PEDB will use reasonable efforts to perform its Services  expeditiously and
     economically, consistent with the interests of both NEWCO and PEDB.

6.   CHANGES

6.1  NEWCO,  with PEDB's consent,  may make Changes by adding to, deducting from
     or modifying the Services and shall confirm such Changes by issuing written
     Change  Orders  to PEDB.  PEDB will not be  required  to  proceed  with any
     Changes in the Services  unless provided with a written Change Order signed
     on behalf of NEWCO.  If PEDB  encounters  a Change  and  proceeds  with the
     Change prior to  obtaining a Change Order signed by NEWCO,  then NEWCO will
     promptly sign and forward to PEDB a Change Order confirming such Change.

6.2  If PEDB and  NEWCO  fail to agree on the  amount to be paid to PEDB for any
     Change,  then PEDB will be paid for its time and for its reimbursable costs
     based on the  schedule  of hourly  rates and  reimbursable  costs,  if any,
     specified in the Agreement  or, if none is specified,  then based on PEDB's
     normal rates charged for the class of personnel and disbursements  involved
     in the Change.  Payment  for any Change in  accordance  with the  foregoing
     shall be in addition to and not included  within any Fixed Fee specified in
     the Agreement.

6.3  If PEDB  considers  any direction or  instruction  of NEWCO to constitute a
     Change but NEWCO  fails to agree that the  direction  or  instruction  is a
     Change,  then PEDB  may,  but will not be  required  to,  proceed  with the
     direction or  instruction  and the issue of whether it constitutes a Change
     will be resolved in accordance  with the dispute  resolution  provisions of
     the Agreement.  Further,  if PEDB performs any work or services beyond that
     which PEDB believes is required of PEDB under the Agreement and if PEDB and
     NEWCO  subsequently  fail  to  agree  on  whether  such  work  or  services
     constitutes  a Change,  then the  issue of  whether  such work or  services
     constitutes a Change will also be resolved in  accordance  with the dispute
     resolution  provisions  of  the  Agreement.  In  either  event,  if  it  is
     subsequently  determined  that  any  additional  work  or  services  are or
     constitute  Changes  under  the  Agreement  then  PEDB will be paid for the
     Changes  in the  same  manner  and in the same  amount  as if they had been
     authorized  in writing by NEWCO as Changes  prior to their  performance  by
     PEDB.

6.4  The schedule for the  performance  of the  Services  and, if required,  the
     schedule  for the  Project  as a whole  shall  be  reasonably  extended  as
     required by PEDB to  accommodate  and  account  for any  Changes  under the
     Agreement.

6.5  In an  emergency  endangering  life or  property  PEDB  will  perform  such
     additional  services  and work as may be  required  to prevent or  minimize
     threatened  damage,  injury or loss.  In such  case,  PEDB will be paid its
     reasonable  costs of such  additional  services and work based on the rates
     specified in the Agreement for personnel and  disbursements  or, if no such
     rates are specified in the Agreement then based on PEDB's normal charge out
     rates for personnel and disbursements.


                                      -9-
<PAGE>
6.6  If a Change in the  Services,  including  any  changes to plans,  drawings,
     specifications  or other  documents  prepared  by PEDB,  is required by any
     authorities  having  jurisdiction  over the Project or the Services,  or in
     relation to the manner in which the  Services  are or have been  performed,
     then PEDB will  comply  with the  requirements  of the  authorities  having
     jurisdiction  and perform  such  additional  services  and work as they may
     require.  In such case, PEDB will be paid additional  compensation  and the
     schedule  shall be adjusted in the same manner and to the same extent as if
     a Change had been authorized and a Change Order agreed to by both NEWCO and
     PEDB.

6.7  PEDB  will  have  authority  to  order  minor  Changes  in the  work of the
     Contracts  of the  Contractors  and  Suppliers,  provided  that they do not
     involve an adjustment in the price of such contracts or an extension of the
     Project  Schedule,  and provided  that they are not  inconsistent  with the
     intent of those Contracts. Such Changes in the Contracts may be effected by
     field order or by other written order or direction of PEDB.

6.8  PEDB is not responsible for changes in the  requirements of the authorities
     having  jurisdiction  which were not reasonably  foreseeable by PEDB at the
     time  any  parts  of the  Services  affected  by  those  requirements  were
     performed.  If such  changes  in  requirements  by the  authorities  having
     jurisdiction  require  any  completed  work or  services  to be  amended or
     revised,  PEDB shall be paid for such  amendments and revisions in the same
     manner as if a Change had been  authorized  and a Change Order agreed to by
     both NEWCO and PEDB.


7.   EMPLOYEES AND SUBCONSULTANTS OF PEDB

7.1  All Services  required to be performed by PEDB under the Agreement  will be
     performed by or under the supervision of PEDB. All personnel engaged in the
     performance  of the  Services  by or  through  PEDB  will be  qualified  by
     education or  experience  to perform the work in which they are engaged and
     shall  have such  professional  qualifications  and  credentials  as may be
     required by the authorities having jurisdiction over their work.

7.2  Sufficient  qualified  personnel  will be  employed  by or through  PEDB to
     perform the Services  required of PEDB under the Agreement.  Such personnel
     will not be employees of or have any  contractual  relationship  with NEWCO
     and NEWCO will not, except through PEDB,  directly or indirectly employ any
     such personnel without the prior written consent of PEDB.

7.3  If NEWCO reasonably objects to any personnel employed by or through PEDB on
     this Project, PEDB will replace or cause to be replaced such personnel with
     other, similarly qualified personnel.

7.4  PEDB may  subcontract  part or all of its Services  under the  Agreement to
     Subconsultants.  PEDB will notify  NEWCO of any such  subcontracting.  PEDB
     will be  responsible  for and liable to NEWCO for the parts of the Services
     performed by its  Subconsultants to the same extent as if such parts of the
     Services were performed directly by PEDB.


                                      -10-
<PAGE>
7.5  PEDB may, at its discretion,  engage directly such specialist  consultants,
     including  but not limited to  geotechnical,  environmental,  hydrology and
     other consultants, as PEDB may reasonably require to enable PEDB to provide
     the  Services in a manner  satisfactory  to PEDB.  Unless  such  specialist
     consultants  are expressly  included in the Services to be provided by PEDB
     in the  Agreement,  PEDB  shall be  reimbursed  the cost of the  specialist
     consultants plus such markup for administration, overhead and profit as may
     be prescribed in a schedule or elsewhere in the Agreement,  or if no markup
     is prescribed, then a markup of 15% percent.

8.   NEWCO'S RIGHTS AND RESPONSIBILITIES

8.1  NEWCO will designate a representative of NEWCO who will be fully acquainted
     with the scope of the Project and who will have full  authority  from NEWCO
     to render decisions promptly and to furnish information expeditiously. Such
     representative  at all times  will be  available  on  reasonable  notice in
     person or by telephone.

8.2  NEWCO shall make  available to PEDB all relevant  information  or pertinent
     data as may be required by PEDB to plan and perform the Services.

8.3  NEWCO will provide and pay for all legal, accounting and insurance services
     as may be necessary for the Project,  including  such auditing  services as
     NEWCO may require to verify the Contractor's applications for payment or to
     ascertain  how or for what purpose the monies paid by or on behalf of NEWCO
     have been used.

8.4  NEWCO,  upon request from PEDB, will employ and pay as NEWCO's  Consultants
     such  specialist  consultants,  including but not limited to  geotechnical,
     environmental,  hydrology  and other  consultants,  as PEDB may  reasonably
     require to enable PEDB to provide the Services in a manner  satisfactory to
     PEDB.  NEWCO and NEWCO's  Consultants  shall be solely  responsible for the
     work and services of all NEWCO's Consultants.

8.5  NEWCO will,  in a timely  fashion  and within  such time  periods as may be
     necessary to avoid delays, interference or additional cost to PEDB, provide
     to PEDB full information  regarding  NEWCO's  requirements for the Project,
     including but not limited to NEWCO's  design  objectives,  constraints  and
     criteria,   spatial  and   functional   requirements   and   relationships,
     flexibility and  expandability,  special  equipment and systems,  budgetary
     limitations,  performance and design  criteria,  time  constraints and site
     requirements.  If NEWCO specifies materials or equipment to be used for the
     Project,  or approves the selection of such  materials or  equipment,  then
     NEWCO shall be solely  responsible for the applicability and suitability of
     the materials or equipment.


                                      -11-
<PAGE>
8.6  In  connection  with the design of processes  and the Project,  NEWCO shall
     provide to PEDB accurate data,  information and conceptual  design criteria
     as may be  considered  necessary by PEDB and PEDB shall be entitled to rely
     upon such data and information.

8.7  NEWCO,  with the assistance of PEDB,  will prepare an initial  Construction
     Budget.

8.8  NEWCO will  provide and pay for a legal  description  and a certified  land
     survey of the site and adjoining  properties as necessary for the design of
     the Project.

8.9  NEWCO will,  in a timely  fashion  and within  such time  periods as may be
     specified or necessary to avoid delays,  interference or additional cost to
     PEDB,  given  consideration  to and examine all documents,  information and
     other materials,  including sketches,  drawings,  specifications,  tenders,
     proposals  and  contracts,  submitted  by PEDB and  provide  PEDB with such
     decisions,  directions and approvals as may be considered necessary by PEDB
     for PEDB to perform its  Services.  NEWCO shall be deemed to have  approved
     any documents,  information  and other  materials  submitted by PEDB unless
     NEWCO  rejects same in writing to PEDB within seven days of  submission  by
     PEDB.

8.10 Except as otherwise expressly  specified in the Agreement,  NEWCO will make
     all reasonable efforts to obtain all required consents, approvals, licenses
     and permits from all authorities having jurisdiction.

8.11 NEWCO will promptly and in a timely fashion fulfil its  responsibilities to
     allow the orderly and economical  performance  and progress of the Services
     by PEDB and the construction of the Project by others.

8.12 NEWCO will arrange and make provision for the entry and ready access to the
     Site by PEDB and its  Subconsultants as necessary to enable PEDB to perform
     its Services.

8.13 NEWCO will, as required by PEDB, arrange for the handling,  transportation,
     storage and disposal of  Hazardous  Substances  and other toxic  substances
     encountered on or under the Site.

8.14 If NEWCO  becomes  aware of any  default  or defect in the  Project  or any
     non-conformance  or  non-compliance  by any Contractor or Supplier with the
     requirements  of any  Contract,  or by PEDB  or any of its  Subconsultants,
     NEWCO will immediately notify PEDB in writing.

8.15 NEWCO will furnish free of charge to PEDB electricity,  water,  heating oil
     or gas, telephone, fax, office facilities and toilet facilities on Site.

8.16 If  the  Services  specifically  and  expressly  include  any  start-up  or
     commissioning responsibilities on the part of PEDB, then NEWCO will provide
     and pay for all  materials  and all  operation  and  maintenance  personnel
     required  by PEDB to allow PEDB to start-up  the Project on a timely  basis
     and in accordance with the Project  Schedule.  NEWCO's  personnel will work
     under the  direction  of PEDB  during  start-up  and  commissioning  of the
     Project.


                                      -12-
<PAGE>
9.   CONTRACTORS

9.1  PEDB  will,  on  behalf  of  NEWCO,  request  and  receive  proposals  from
     Contractors  and  Suppliers  and review  same with  NEWCO.  Contracts  with
     Contractors  and  Suppliers  will only be awarded  after the  proposals are
     approved by NEWCO.

9.2  If NEWCO elects not to require any Contractor to provide a performance bond
     and a labour and  material  payment  bond in an amount  equal to or greater
     than  one-half  the value of the  applicable  Contract,  then PEDB shall be
     relieved of any liability  that PEDB may have to NEWCO in  connection  with
     such Contract to the extent that NEWCO's damages,  costs and expenses would
     have been reduced if NEWCO had required the  Contractor to provide bonds in
     a form generally acceptable in the industry and worded so as to include all
     warranties and guarantees of the Contractor.

10.  SCHEDULE, DELAYS AND SUSPENSION OF WORK

10.1 PEDB shall make every reasonable effort to complete the Services  generally
     in  accordance  with  the  time  periods  set  forth  in the  Schedule  for
     Engineering included in the Agreement. Unless otherwise expressly warranted
     and guaranteed the Schedule for Engineering  shall be considered and deemed
     approximate only.

10.2 If PEDB is  delayed  at any  time in the  progress  of the  Project  or its
     Services by any Changes in the Services, by any Changes or Change Orders in
     the Contracts,  by any act or neglect of NEWCO,  or by any cause beyond the
     reasonable control of PEDB, including but not limited to any failure of any
     governmental  authority  to issue  or any  inability  of  NEWCO  to  obtain
     necessary consents, grants, permits, licenses,  authorizations,  approvals,
     variances or final zoning  approvals,  or  environmental,  construction and
     operating  permits,  then both the Schedule for Engineering and the Project
     Schedule  will be  extended  by the  amount of time PEDB is delayed by such
     event(s)  and PEDB will be paid  additional  compensation  for all time and
     costs  associated  with such delay in accordance  with the charge out rates
     specified in the Agreement for personnel and  disbursements  or, if no such
     rates are specified,  then in accordance with the rates normally charged by
     PEDB for such personnel and  disbursements.  Such compensation  shall be in
     addition to any Fixed Fee otherwise specified in the Agreement.

10.3 NEWCO may,  without  cause,  order PEDB to suspend,  delay or interrupt the
     performance  of its  Services  or the  Project in whole or in part for such
     period  of  time  as  NEWCO  may  determine.  Such  suspension,   delay  or
     interruption  will be deemed to be a delay  beyond the control of PEDB,  in
     which case:

     10.3.1 both the Schedule for Engineering  and the Project  Schedule will be
          adjusted  by the  amount of the  delay and the  impact of the delay on
          such schedules;

     10.3.2 NEWCO  will  pay  PEDB the  reasonable  increase  in cost to PEDB of
          performing  the  Agreement  as a result of such  suspension,  delay or
          interruption by NEWCO;


                                      -13-
<PAGE>
     10.3.3 PEDB will  make  reasonable  efforts  to use the same  personnel  as
          previously  used in providing  the  Services  upon  resumption  of the
          performance of the Services and reserves the right to substitute other
          personnel if the original  personnel are no longer available,  whether
          due to other commitments of the personnel,  other commitments of PEDB,
          changes of employment, illness, incapacity, death or otherwise; and

     10.3.4 if the period of suspension  exceeds 90 days on a cumulative  basis,
          unless PEDB otherwise agrees in writing,  the Agreement will be deemed
          to be  terminated  effective as of the 90th day and PEDB shall then be
          compensated in the same manner as if the Agreement had been terminated
          pursuant to Section 19 to this Schedule effective as of that day.

10.4 If any part of the  Services  are  provided on a "fast  track" or expedited
     basis,  pursuant to which there is  insufficient  time to properly  review,
     co-ordinate and check all drawings,  designs and  specifications  in detail
     before proceeding with tendering and construction  activities,  or pursuant
     to  which  engineering,   design,   drawings  and  specifications   proceed
     coincidentally with tendering and construction activities,  then PEDB shall
     not be responsible or liable for any errors or omissions in the performance
     of the  Services  and,  as between  PEDB and NEWCO,  NEWCO  shall be solely
     responsible for all additional costs,  damages and delays incurred by PEDB,
     NEWCO, the Contractors and the Suppliers.

11.  FORCE MAJEURE

11.1 Neither  party  will be  deemed to be in  breach  of the  Agreement  if its
     failure to  perform or if its delay in  performing  any  obligation  is due
     wholly or in part to Force Majeure.

11.2 Except to the extent  allowed  elsewhere in the Agreement for specific acts
     or events of Force Majeure,  each party will be solely  responsible for its
     own costs and expenses suffered or incurred as a result of Force Majeure.

11.3 Each of NEWCO and PEDB will  notify the other  promptly  of any  failure to
     perform or any delay in  performing  due to Force Majeure and will, as soon
     as  practicable,  provide  an  estimate  to the other  party as to when the
     obligation will be performed.  Unless NEWCO and PEDB otherwise  agree,  the
     time for  performing  the  obligation  shall be extended  for a  reasonable
     period  of time,  which  will be not  less  than the  length  of the  delay
     resulting  from  such a  cause.  Both  NEWCO  and  PEDB  will  explore  all
     reasonable  avenues and  alternatives  available to avoid or mitigate  such
     delays.

11.4 If the  obligation  of either party is delayed by a period of not less than
     three consecutive  months due to Force Majeure,  and if NEWCO and PEDB have
     not agreed upon a revised basis for performing the obligation,  then either
     party may upon 30 days prior written  notice  terminate the  Agreement,  in
     which  case PEDB will be paid in the same  manner as if the  Agreement  was
     terminated pursuant to Section 19 of this Schedule as of the 30th day after
     the date written notice of termination was provided as aforesaid.


                                      -14-
<PAGE>
12.  WARRANTIES AND REPRESENTATIONS

12.1 PEDB  represents and warrants that it is financially  solvent,  able to pay
     its debts as they  mature,  possessed  of  sufficient  working  capital  to
     complete the Agreement and is  experienced  in and competent to perform the
     Services contemplated by the Agreement.

12.2 NEWCO represents and warrants that it is financially  solvent,  able to pay
     its debts as they mature,  possessed of sufficient  working capital and has
     sufficient  construction  financing available to complete the Agreement and
     the Project.

12.3 NEWCO represents and warrants that there are no Hazardous Substances under,
     in or on the Site except as specifically  disclosed on a schedule  attached
     to the Agreement.  Unless the Agreement otherwise expressly provides to the
     contrary,  NEWCO  shall be solely  responsible  for the  storage,  removal,
     remediation  or other  treatment of all Hazardous  Substances in accordance
     with the requirements of all authorities  having  jurisdiction,  whether or
     not such Hazardous  Substances are disclosed on a schedule to the Agreement
     or otherwise.  Further, if Hazardous Substances are discovered that are not
     disclosed on an attached schedule,  NEWCO will be solely responsible at its
     cost for taking all  necessary  steps to render  the  Hazardous  Substances
     harmless and removing them from Site. The Project Schedule and schedule for
     the  performance  of the Services  will be extended and, in addition to any
     compensation  otherwise due to PEDB, all additional time and costs incurred
     by PEDB as a result of the presence of Hazardous  Substances  shall be paid
     to PEDB,  based on the charge  out rates for  personnel  and  disbursements
     specified in the Agreement or, if none are specified,  then based on PEDB's
     normal charge out rates for personnel and  disbursements in the same manner
     as pursuant to a duly authorized Change Order.

12.4 Each party  represents and warrants that it has full power and authority to
     enter into and perform the Agreement,  that all necessary  proceedings have
     been taken to authorize it to enter into the Agreement,  that the Agreement
     has been signed by a duly authorized representative of such party, and that
     upon  signing  such  party  shall  thereby  be  validly  bound.  Each party
     acknowledges  that it has read the Agreement,  understands it and agrees to
     be bound by it.

13.  TAXES AND DUTIES

13.1 Subject to express and specific  provisions to the contrary in the executed
     Agreement,  NEWCO shall pay all Taxes  required or imposed by law or by any
     authority  having  jurisdiction  and which may be  applicable  to the fees,
     reimbursable  costs or other amounts or compensation paid to PEDB under the
     Agreement.  NEWCO will make all  returns or reports,  or both,  required in
     connection with all such Taxes.

13.2 NEWCO will, as between NEWCO and PEDB, be solely  responsible for paying or
     ensuring the payment of all Taxes  required to be paid in  connection  with
     the  Contracts of the  Contractors,  Subcontractors  and  Suppliers and the
     provision of any  equipment,  materials,  products and systems  directly by
     NEWCO for the Project.


                                      -15-
<PAGE>
14.  REIMBURSABLE COSTS

14.1 Subject to a clear and express  provision to the contrary  elsewhere in the
     Agreement, in addition to the fee to be paid to PEDB, NEWCO shall pay those
     Reimbursable Costs and flat rate charges of PEDB that are expressly set out
     in the Agreement or any schedules to the Agreement as Reimbursable Costs or
     flat rate  charges or, if none are set out,  then those which are  normally
     charged by other  consultants for similar services in the same jurisdiction
     as PEDB. PEDB's normal mark-up, not less than fifteen (15%) percent,  shall
     apply to all such  disbursements to cover PEDB's  administration,  overhead
     and profit.

15.  PROGRESS PAYMENTS AND WITHHOLDING OF PAYMENTS

15.1 PEDB will submit its invoice  for payment to NEWCO in  accordance  with the
     payment  provisions  contained in the  Agreement  and any  schedules to the
     Agreement,  which  invoice  will  describe  the  services  rendered and the
     reimbursable  costs incurred during the applicable  invoice  period.  If no
     payment provisions are set out elsewhere in the Agreement, invoices will be
     submitted on or before the 10th day of each month.  NEWCO will make payment
     to PEDB within fourteen (14) days after receipt of PEDB's invoice.

15.2 NEWCO shall  promptly and no later than 10 days after receipt of an invoice
     from PEDB notify PEDB of any dispute over such invoice. However, failure to
     notify PEDB in accordance  with the foregoing and the making of payment for
     such  invoice  shall not  constitute  a waiver or an  estoppel of any right
     NEWCO may have to dispute such  invoice if such invoice  contains a mistake
     readily apparent on its face.

15.3 Thirty  (30) days  after the  earlier  of  Substantial  Performance  of the
     Agreement and Substantial  Performance of the Project as a whole, PEDB will
     submit an invoice for final payment ("Final Payment"),  which will be in an
     amount  equal to the sum of the unpaid  balance of PEDB's fee or Fixed Fee,
     as applicable,  plus any amounts previously  withheld and the amount of any
     unpaid time and reimbursable  costs and expenses.  NEWCO shall pay PEDB the
     Final Payment within 15 days of the date of receipt of such invoice.

15.4 NEWCO may withhold from payments otherwise due to PEDB only such amounts as
     are reasonable and which are expressly  agreed to between NEWCO and PEDB to
     be withheld for work or services  still to be  performed by PEDB,  or which
     may be required to secure NEWCO against any liens which reasonable evidence
     discloses may be filed by Subconsultants of PEDB against NEWCO.

15.5 If NEWCO fails to pay PEDB any payment when due, or if PEDB has  reasonable
     grounds for suspecting NEWCO may be unable to make further payments to PEDB
     and, if upon request from PEDB NEWCO fails to provide evidence satisfactory
     to PEDB,  of its financial  ability to make further  payments to PEDB under
     the Agreement,  PEDB may, at its option,  elect to suspend or terminate the
     Agreement,  in which case all payments due to PEDB and all compensation and
     termination   expenses  of  PEDB  will   immediately   become  due,   which
     compensation  and termination  expenses shall include,  but are not limited
     to, the payments specified in section 19 to this Schedule.


                                      -16-
<PAGE>
15.6 If NEWCO fails to make  payments to PEDB as they become due under the terms
     of the Agreement or pursuant to an award by arbitration or court,  interest
     of 18% compounded annually on such unpaid amounts shall also become due and
     payable  until  payments  are  brought up to date.  Such  interest  will be
     calculated  and added to any  unpaid  monthly  invoices.  If the  preceding
     provision  contradicts  or is  unenforceable  due to any rule or  statutory
     provision  regarding interest on overdue accounts,  the preceding provision
     shall be deemed to be amended to provide for and specify a rate of interest
     equivalent  to the  foregoing  but  expressed in language and on terms that
     conforms to such rule or legislation.

16.  DAMAGES

16.1 In  consideration  of the premises and of the  provision of the Services by
     PEDB to NEWCO  under the  Agreement,  NEWCO  agrees that any and all claims
     which it has or may have against PEDB, in any way arising out of or related
     to PEDB's  performance  or  non-performance  of the Agreement  (hereinafter
     referred to in this Section 16 as "claims" or "claim"), whether such claims
     sound in contract, tort or otherwise, shall be absolutely limited to direct
     damages only and shall in no circumstance exceed the lesser of:

     16.1.1 ten (10%) of the total amount paid to PEDB by NEWCO for the Services
          rendered under the Agreement;

     16.1.2 the amount of insurance actually available to PEDB to indemnify PEDB
          for such damages; or

     16.1.3 fifty thousand ($50,000.00) dollars.

          In no  event  shall  PEDB be  liable  to NEWCO  for any  Consequential
          Damages.

16.2 PEDB will not be liable for damages,  interest, costs or any other expenses
     arising out of the failure of any manufactured product or equipment, or any
     manufactured  or  factory  assembled  system of  components,  to perform in
     accordance with the  manufacturer's  specifications,  advertising,  product
     literature or written documentation on which PEDB relied in the performance
     of the  Services,  including  but not  limited  to the  preparation  of the
     design,  construction  or  supplementary  documents,   Contracts  or  other
     documents.

16.3 PEDB will not be liable for any claim,  action or suit arising out of or in
     connection  with  the  inappropriate  use of the  Project  by  NEWCO or its
     agents, employees or Consultants.

16.4 Unless PEDB had actual and express knowledge of deficiencies in the Project
     caused by the  breaches of contract or  negligent  acts or omissions of the
     Contractor  or  Suppliers  at the  time of such  breaches  of  contract  or
     negligent  acts or omissions  and then failed to require the  Contractor or
     Supplier  to remedy  same,  PEDB will not be  responsible  to NEWCO for any
     deficiencies  in the Work or for the acts or omissions of the  Contractors,
     Suppliers or any other  persons not employed by or through PEDB, or for the
     failure  of any of them to carry  out the  Work in  accordance  with  their
     respective Contracts.


                                      -17-
<PAGE>
16.5 PEDB will not have control,  charge or supervision  of, nor  responsibility
     for, construction means, methods, techniques, sequences, or procedures, all
     of which shall be the sole responsibility of the Contractors.

16.6 NEWCO  acknowledges,  understands  and agrees that some design  changes and
     changes in the Contracts of the Contractors and Suppliers  inevitably occur
     due to  inadvertent  errors or  omissions  caused by schedule  constraints,
     changes in requirements by NEWCO and authorities having  jurisdiction,  and
     other causes beyond the control of PEDB. NEWCO acknowledges and agrees that
     PEDB  shall not be  liable  for any  Changes  in the  Contracts  or for any
     additional compensation required to be paid to the Contractors or Suppliers
     except to the extent  that such  Changes  or  additional  compensation  are
     caused solely by the correction of design errors and provided  further that
     the cost of such corrections exceeds the original fixed, lump sum price for
     such Contracts by more than fifteen (15%) percent.

16.7 PEDB's  liability for all claims of NEWCO shall  absolutely  cease to exist
     after a period of 12 months from the earlier of the date of:

     16.7.1 substantial completion of the Agreement;

     16.7.2 Substantial Performance of the Project;

     16.7.3 suspension or abandonment of the Project;

     16.7.4 termination of PEDB's Services or the Agreement; or

     16.7.5 commencement of the limitation  period for claims  prescribed by any
          statute of the province, territory or state of the Place of the Work.

17.  INDEMNIFICATION

17.1 Subject to any limitations of liability in the Agreement,  PEDB will at its
     own cost and expense,  including attorney fees, defend,  indemnify and hold
     harmless NEWCO and its agents and employees from and against the following:

     17.1.1 all claims or liens of  Subconsultants of PEDB arising out of PEDB's
          failure to pay its  Subconsultants  in accordance  with its agreements
          with those  Subconsultants,  provided  such failure is not caused by a
          failure of NEWCO to make payment to PEDB;

     17.1.2 all fines, penalties,  assessments or other exactions imposed by any
          governmental  authority by reason of PEDB's failure to comply with the
          Agreement; and


                                      -18-
<PAGE>
     17.1.3 all claims, damages,  losses and expenses,  including attorney fees,
          arising out of or resulting  from the  performance  of the  Agreement,
          provided that any such claim, damage, loss or expense:

          (a)  is attributable to bodily injury, sickness,  disease or death, or
               to injury or  destruction of tangible  property  (other than some
               part of the Project itself); and

          (b)  is caused  solely  by, or to the  extent  it is  caused  by,  any
               negligent act or omission of PEDB or any of its officers, agents,
               employees, representatives, Subconsultants, or anyone directly or
               indirectly employed by any of them.

17.2 NEWCO will at its own cost and  expense,  such cost and  expense to include
     attorney  fees,  defend,  indemnify and hold harmless  PEDB, its agents and
     employees, from and against the following:

     17.2.1 all claims or liens of NEWCO's Consultants and Contractors;

     17.2.2 all fines, penalties,  assessments or other exactions imposed by any
          governmental authority by reason of NEWCO's failure to comply with the
          Agreement;

     17.2.3 all claims, damages,  losses and expenses,  including attorney fees,
          arising out of or resulting  from the  performance of the Agreement or
          the construction of the Project, provided that any such claim, damage,
          loss or expense;

          (a)  is attributable to bodily injury, sickness,  disease or death, or
               to injury or  destruction of tangible  property  (other than some
               part of the Project itself); and

          (b)  is caused  solely  by, or to the  extent  it is  caused  by,  any
               negligent  act or  omission  of  NEWCO  or  any of its  officers,
               agents,  employees,  representatives,  Consultants,  Contractors,
               Suppliers  or anyone  directly or  indirectly  employed by any of
               them;

     17.2.4 all claims,  damages,  losses and expenses incurred as a result of a
          defect in title or  ownership  of the lands on which the Project is or
          is to be located; and

     17.2.5  all  claims,  damages,  losses,  expenses,   fines,  penalties  and
          assessments,   including   but  not   limited  to  fines,   penalties,
          assessments and other exactions imposed by any governmental  authority
          and actual legal fees and disbursements,  arising out of, relating to,
          resulting from or in any way connected  with the actual,  potential or
          alleged  presence,  release,  escape  or  discharge  of any  Hazardous
          Substances  on,  in or under the Site  howsoever  caused  and  whether
          occurring  prior  to or  after  the  date  of the  Agreement.  Without
          limiting the  generality of the foregoing,  such indemnity  extends to
          claims  which  arise or are  alleged  to arise  out of the  actual  or
          threatened  dispersal,   discharge,   escape,  release  or  saturation
          (whether sudden or gradual) of any Hazardous Substances in or into the
          atmosphere,  or on, upon, in or into any one or more of the surface or
          subsurface soils, water, watercourses, persons, objects, structures or
          any other tangible matter.


                                      -19-
<PAGE>
18.  INSURANCE

18.1 Unless otherwise agreed in writing, PEDB shall be responsible for obtaining
     and paying for comprehensive  general  liability  insurance in an amount of
     not less than  $5,000,000  each  occurrence for combined  bodily injury and
     property  damage plus  property  insurance  covering  the value of property
     owned or leased by PEDB.  PEDB will also  ensure all  vehicles  used in the
     performance  of the  Services are insured and that  vehicles  owned by PEDB
     have limits of liability for bodily injury and property  damage of not less
     than $5,000,000.

18.2 The  insurance  coverages  mentioned in section 18.1 will be obtained  from
     insurance  companies licensed to do business in the country where the plant
     is located or in such other country as PEDB deems appropriate.

18.3 If PEDB fails to provide or maintain the insurance  coverage required to be
     provided or maintained by PEDB by the Agreement, then NEWCO may obtain such
     insurance and deduct the cost of such insurance from any payments otherwise
     due to PEDB under the Agreement.

18.4 Copies  of  all  policies,  applicable  endorsements  and  certificates  of
     insurance will be available for inspection by NEWCO and, upon request, will
     be provided to NEWCO.

18.5 NEWCO will purchase  Wrap-Up  Comprehensive  General  Liability  insurance,
     Builders' All-Risk insurance and all other insurance for the Project. NEWCO
     shall cause PEDB, its Subconsultants,  directors,  officers,  employees and
     agents,  to be added as named insureds to such policies,  and shall include
     cross-liability  and waiver of  subrogation  clauses as necessary to afford
     each of the named  insureds with the maximum  protection and least exposure
     possible.  Further,  to the  extent  that  such  insurance  duplicates  any
     insurance  required  to be  provided  by  PEDB  under  the  Agreement,  the
     insurance  required  to be  provided  by PEDB  shall be deemed to be excess
     insurance and PEDB, in its discretion,  may cancel its policies or parts of
     policies so as to avoid such duplicate or excess coverage.

19.  TERMINATION


                                      -20-
<PAGE>
19.1 If PEDB is adjudged  bankrupt,  or if it makes a general assignment for the
     benefit of its  creditors,  or if a receiver is appointed on account of its
     insolvency,  or if it disregards  laws,  ordinance,  rules,  regulations or
     orders of any authority  having  jurisdiction in a material way, or subject
     to the  Agreement  is  otherwise  in breach of a material  provision of the
     Agreement,  then NEWCO may,  without  prejudice  to any right or remedy and
     after giving PEDB 90 days written notice, during which period PEDB fails to
     cure the violation,  terminate the Agreement. If it is not possible to cure
     the  violation  within  the 90 days,  PEDB will be deemed to have cured the
     violation if it commences  to cure the  violation  within those 90 days and
     provides  NEWCO  with a schedule  indicating  the  violation  will be cured
     within a  reasonable  time.  Termination  by NEWCO in  accordance  with the
     foregoing will not affect any rights or remedies NEWCO would otherwise have
     under the  Agreement or which may otherwise be available to NEWCO at law or
     in equity, including the right to recover damages, nor will any such action
     relieve PEDB from any consequences or liabilities  arising from its acts or
     omissions.

19.2 NEWCO may, with or without  cause,  terminate the Agreement  upon 180 days'
     prior written notice to PEDB.

     19.2.1 In the event of  termination of the Agreement with or without cause,
          PEDB will be paid:

          (a)  an amount  equal to PEDB's fee earned for all  services  and work
               performed  to the date of  termination,  as well as to such later
               date as may  reasonably  be  required by the  authorities  having
               jurisdiction  and by  professional  responsibilities  of  PEDB to
               perform an orderly  termination  and winding up of the  Agreement
               and the Project, plus all reimbursable costs reasonably incurred;
               and

          (b)  PEDB's  reasonable  demobilization  costs and expenses,  plus any
               costs and expenses  incurred by PEDB in the  cancellation  of any
               contracts it has with its Subconsultants.

     19.2.2 In the event of termination of the Agreement without cause PEDB will
          be paid:

          (a)  an amount equivalent to 15% of PEDB's anticipated  average return
               per year for a period of two years  from the date of  Termination
               by NEWCO,  such  anticipated  average  return to be determined by
               agreement between the parties.

     19.2.3 After  receipt of the  payments  referred to in Sections  19.2.1 and
          19.2.2,  PEDB will  execute  and  deliver all such papers and take all
          such  steps  including,  if  requested,  the legal  assignment  of its
          contractual rights, as NEWCO may reasonably require for the purpose of
          fully  vesting  in NEWCO the rights  and  benefits  of PEDB under such
          obligations or commitments.

19.3 If NEWCO is adjudged bankrupt,  or if it makes a general assignment for the
     benefit of its  creditors,  or if a receiver is appointed on account of its
     insolvency,  or if it disregards  laws,  ordinance,  rules,  regulations or
     orders of any authority  having  jurisdiction,  or fails to make payment to
     PEDB when due,  or is  considered  by PEDB to be  otherwise  in breach of a
     material  provision of the Agreement,  then PEDB may, without  prejudice to
     any right or remedy and after giving NEWCO 90 days written  notice,  during
     which period NEWCO fails to cure the violation, terminate the Agreement. If
     it is not possible to cure the violation  within the 90 days, NEWCO will be
     deemed to have cured the  violation if it  commences to cure the  violation
     within those 90 days and provides  PEDB with a schedule  acceptable to PEDB
     indicating  the  violation   will  be  cured  within  a  reasonable   time.
     Termination  by PEDB will not affect any of the rights or  remedies of PEDB
     under the  Agreement or which may  otherwise be available to PEDB at law or
     in equity, including the right to recover damages, nor will any such action
     relieve NEWCO from any consequences or liabilities arising from its acts or
     omissions.


                                      -21-
<PAGE>
19.4 In addition  to any other  right of  suspension  or  termination  contained
     elsewhere in these General  Conditions or the  Agreement,  PEDB in its sole
     discretion  may suspend or terminate the  Agreement in accordance  with the
     following:

     19.4.1 If NEWCO  fails to pay any  invoice  or account  when due,  PEDB may
          suspend all  Services  upon 5 days written  notice to NEWCO.  If NEWCO
          fails to make the payment within 7 days after receipt of notice, PEDB,
          at is sole option, may elect to immediately terminate the Agreement or
          suspend the  performance  of the  Services  for such period of time as
          PEDB in its discretion may decide;

     19.4.2 If NEWCO requests PEDB to provide any part of the Services  contrary
          to the  professional  judgment of PEDB or in a manner  contrary to the
          professional  judgment of PEDB or the  requirements  of any  authority
          having jurisdiction, PEDB may terminate the Agreement immediately upon
          written notice to NEWCO; and

     19.4.3 If PEDB  encounters a conflict in interest in the performance of the
          Services,  which cannot be resolved to the  satisfaction of PEDB, PEDB
          may  suspend  the  Services  until such  conflict  is  resolved or may
          terminate the Agreement after giving  reasonable  notice to NEWCO, not
          to exceed 30 days.

20.  DISPUTE RESOLUTION

20.1 If the parties are unable to resolve,  by unanimous  agreement,  any matter
     arising  out  of or  relating  to the  terms  of the  Agreement,  or  their
     interpretation,  existence,  validity,  termination or breach, either party
     may submit the matter to the  president  of NEWCO and to the  president  of
     PEDB for a final determination by them.

20.2 Provided  that no other party is or may become  involved in a dispute  with
     either or both NEWCO and PEDB related to the subject matter of the dispute,
     if the  respective  presidents of NEWCO and PEDB fail to settle the dispute
     referred to them within  thirty (30) days  following its submittal to them,
     all such disputes arising out of or in connection with the Agreement, or in
     respect of any defined legal relationship  associated  therewith or derived
     therefrom  may,  subject  to  the  written   agreement  of  the  respective
     presidents  of TTTI  or  PEDB,  be  referred  to and  finally  resolved  by
     arbitration  under the rules of the Arbitration and Mediation  Institute of
     Canada Inc. or its  successor,  or if it is no longer in  existence  then a
     suitable  arbitration centre located in Ontario,  Canada  (collectively and
     individually the "Arbitration  Centre").  The appointing  authority will be
     the Arbitration Centre and the case will be administered by the Arbitration
     Centre in accordance  with its  procedures  for cases under its rules.  The
     Place of Arbitration will be Toronto, Ontario, Canada.

20.3 The award  rendered  by the  arbitrator(s)  will be final and  binding  and
     judgement may be entered upon it in accordance  with  applicable law in any
     court having jurisdiction.


                                      -22-
<PAGE>
20.4 If either party  becomes  involved in  litigation  with another party which
     involves  the same  disputes  or the same  factual  or legal  issues as the
     dispute(s)  between  NEWCO and PEDB,  either NEWCO or PEDB may apply to the
     arbitrator  or a  court  of  competent  jurisdiction  for  a  stay  of  any
     arbitration  proceedings then in process,  and the arbitrator or court may,
     if it considers it to be just and  convenient to do so, order a stay of the
     arbitration pending the outcome of the litigation.

21.  INTELLECTUAL PROPERTY

21.1 The  following  terms  used in this  Schedule  will  have  the  definitions
     respectively  assigned to them in this Schedule,  unless the subject matter
     or context otherwise requires:

     21.1.1 "NEWCO's  Technology" means technology,  patent  information,  trade
          secrets,  confidential  information and know-how of NEWCO which is not
          otherwise in the public domain or which is not  otherwise  known by or
          available to PEDB from sources independent of NEWCO and includes,  but
          is not limited to, the Thermo Master (TM) Technology  licensed by TTTI
          to NEWCO;

     21.1.2  "Improvements"  means any  improvement to the Technology or NEWCO's
          Technology,   as   applicable,   including   without   limitation  any
          improvement or further invention whether patentable or not relating to
          the Technology or NEWCO's Technology, as applicable;

     21.1.3  "Patents"  means all  patents  and  patent  applications  owned by,
          registered  in the name of or licensed  to PEDB,  NEWCO or Thermo Tech
          which have been filed or issued and which  describe and cover  various
          aspects of the Technology; and

     21.1.4  "Technology"  means all  technology,  trade  secrets,  confidential
          information  and know-how of PEDB related to the design,  manufacture,
          supply,  installation,  commissioning,  operation and  maintenance  of
          designed plants, including without limitation:  invention disclosures;
          patent  information;   confidential  information;   technology;  trade
          secrets; test procedures and results;  business,  marketing,  cost and
          product  information;   processes  and  process  descriptions;   plant
          designs;   operating   manuals;   engineering   data,   drawings   and
          specifications;  operating  procedures  and  parameters;  raw material
          specifications;  product  specification;  quality  controls;  detailed
          process flow sheets and data;  samples;  drawings;  data;  techniques;
          studies;  knowledge of systems;  ideas; models;  electronically stored
          information and all other  technical and  operational  information and
          any copyrights related thereto.


                                      -23-
<PAGE>
21.2 Save and except NEWCO's Technology, all right, title and interest in and to
     the  Technology  will  remain  the  exclusive  property  of  PEDB  and  any
     Technology disclosed to NEWCO will be held in trust and confidence by NEWCO
     on behalf of PEDB. NEWCO will have a permanent  non-exclusive  royalty-free
     license to use any concept, product or process which is patentable, capable
     of  trademark  or  otherwise,  produced by or  resulting  from the services
     rendered  by PEDB in  connection  with  the  Project,  for the  life of the
     Project,  and for no other  purpose or  project.  NEWCO and PEDB agree that
     payment of PEDB's fees and  reimbursable  expenses by NEWCO pursuant to the
     Agreement is a condition precedent to the aforesaid license.

21.3 The parties agree that all  Improvements to the  Technology,  not including
     any Improvements to the NEWCO Technology, will be owned by PEDB. NEWCO will
     inform  PEDB of any  Improvements  in the  Technology,  made or obtained by
     NEWCO  that  NEWCO  reasonably  considers  to  be  important  for  improved
     performance, serviceability or reliability of the Technology. Notice of all
     such  Improvements  shall be provided within 90 days of the introduction of
     such  Improvements  to NEWCO and shall be accompanied by an offer to supply
     the Improvement to PEDB free of charge.

21.4 Improvements  to  NEWCO's  Technology  will be owned by  NEWCO  unless  the
     Improvements  were  discovered  or made  solely by PEDB,  in which case the
     Improvements  will be owned by PEDB and  NEWCO  will  have a  non-exclusive
     royalty-free license to use the Improvement for the Project. PEDB will have
     a permanent  non-exclusive  royalty-free license to use any Improvements to
     NEWCO's Technology, including any concept, product or process which is part
     of the Improvements to NEWCO's Technology,  provided that such Improvements
     are  developed  or  contributed  to by PEDB during the  performance  of its
     Services.

21.5 The Technology and all Drawings,  Specifications,  drawings, plans, models,
     designs,  specifications  and other documents  prepared by or through PEDB,
     are instruments of service for the execution of the Project and as such are
     the exclusive property of PEDB, whether the Project be executed or not, and
     PEDB reserves the copyright therein and in the Project executed  therefrom,
     and they are not to be used on any other work or project  without the prior
     written  agreement of and remuneration to PEDB. NEWCO is entitled to a copy
     of such  documents  and  specifications  as may  reasonably be required for
     record, operation and maintenance purposes, but only in connection with the
     Project.

21.6 PEDB will  indemnify and save NEWCO  harmless from and defend NEWCO against
     any and all loss,  cost and damage which NEWCO may hereafter  suffer or pay
     out by reason of any claims or suits against NEWCO arising out of claims of
     infringement of any domestic or foreign patent rights or copyrights, or use
     of   confidential   information  by  PEDB  in  performing  its  obligations
     hereunder. PEDB and NEWCO each will advise the other promptly in writing of
     any notice of such claim or the  commencement  of any suit or action  based
     upon such claim.  Upon  receipt of such  notice,  PEDB will  undertake  the
     defence of any such suit,  action, or claim, and NEWCO will co-operate with
     PEDB in such defence. PEDB will have charge and direction of the defence of
     such suit, action or claim, and NEWCO will have the right to be represented
     therein by advisory  counsel of its own  selection  and at its own expense.
     Neither PEDB nor NEWCO will settle or compromise any suit,  action or claim
     without the consent of the other  party  having been first  obtained if the
     settlement  or  compromise  obliges such other party to make any payment or
     part with any  property,  to assume any  obligation or grant any license or
     other  right,  or to be  subject  to  any  injunction  by  reason  of  such
     settlement or compromise.


                                      -24-
<PAGE>
21.7 NEWCO will  indemnify  and save PEDB  harmless from and defend PEDB against
     any and all loss,  cost and damage which PEDB may  hereafter  suffer or pay
     out by reason of any claims or suits  against PEDB arising out of claims of
     infringement of any domestic or foreign patent rights or copyrights related
     to the use of any  materials,  equipment,  products  or systems  specified,
     requested  or required by NEWCO to be used in the Project or  specified  by
     PEDB for use in the  Project.  PEDB and NEWCO  each will  advise  the other
     promptly in writing of any notice of such claim or the  commencement of any
     suit or action based upon such claim.  Upon  receipt of such notice,  NEWCO
     will  undertake the defence of any such suit,  action,  or claim,  and PEDB
     will  co-operate  with NEWCO in such  defence.  NEWCO will have  charge and
     direction of the defence of such suit,  action or claim, and PEDB will have
     the  right  to be  represented  therein  by  advisory  counsel  of its  own
     selection  and at its own  expense.  Neither  PEDB nor NEWCO will settle or
     compromise any suit, action or claim without the consent of the other party
     having been first  obtained if the  settlement or  compromise  obliges such
     other  party to make any payment or part with any  property,  to assume any
     obligation  or grant any  license or other  right,  or to be subject to any
     injunction by reason of such settlement or compromise.

CONFIDENTIALITY

21.8 NEWCO will not use, manipulate or exploit any Technology,  except in strict
     accordance  with the Project and the terms of the  Agreement,  nor disclose
     any  Technology to any person who does not strictly  require the Technology
     for the purpose of the Project, and then only to such employees,  officers,
     directors,  or representatives of NEWCO as may be reasonably  necessary for
     the construction,  operation and maintenance of the Project,  provided that
     NEWCO  has  first  obtained  agreements  with  such  employees,   officers,
     directors  and  representatives  to  maintain  the  confidentiality  of the
     Technology.

21.9 NEWCO covenants and agrees:

     21.9.1 To use its best efforts to protect PEDB's commercial interest in the
          Technology  and to keep all Technology  disclosed to it  confidential,
          using a  standard  of care no less  than  the  degree  of care  that a
          careful  and  prudent  person  would be expected to employ for its own
          similar business and confidential information;


                                      -25-
<PAGE>
     21.9.2 to be liable to PEDB for compliance with the terms and conditions of
          this  General  Condition  by  those  employees,  consultants,  agents,
          officers,  directors  or  other  representatives  of NEWCO to whom any
          Technology is disclosed; and

     21.9.3 to require all  Consultants  of NEWCO and all  employees,  officers,
          directors  and  agents  of NEWCO and its  Consultants  to agree not to
          compete  with PEDB in the  provision of any of the Services by PEDB to
          others,  or to assist any other party in competing  with PEDB by using
          and/or  revealing some or all of the  Technology,  provided,  however,
          that the  foregoing is not intended to limit  NEWCO's or  Consultants'
          right to seek  employment  or otherwise  engage in  activities  in the
          fields  of  the   design,   manufacture,   supply,   construction   or
          commissioning  of oriented  strand board plants if such  employment or
          activities  do not involve use of the  Technology  of PEDB in any way,
          manner or form whatsoever.

21.10Due to the commercially  valuable and proprietary  nature of the Technology
     to PEDB and the commercial and trade  relationship of the Technology to the
     nature   of   PEDB's   business   operations   and   potential   commercial
     opportunities,  and  due to the  limited  and  restricted  market  for  the
     Technology,  the obligations of confidentiality  assumed by NEWCO hereunder
     will apply  throughout  both North  America and all  countries in which any
     part of the Services are performed, for a period of five (5) years from the
     date the  Agreement  has been  completed  and will survive any  termination
     hereof for any reason  whatsoever.  NEWCO  acknowledges and agrees that the
     foregoing limitations on NEWCO's  confidentiality  obligations are entirely
     reasonable  and  necessary in order to protect the  legitimate  commercial,
     trade, business and technical interests of PEDB.

21.11If, prior to  disclosure of any part of NEWCO's  Technology to PEDB,  NEWCO
     instructs  PEDB in  writing  to keep  and  maintain  that  part of  NEWCO's
     Technology in confidence, then PEDB shall not disclose that part of NEWCO's
     Technology to any person who does not strictly  require it for the Project,
     and then only to such employees,  Subconsultants,  officers,  directors, or
     representatives of PEDB as may be reasonably necessary for the provision by
     PEDB of the Services.

21.12PEDB will not,  without the prior agreement of NEWCO,  divulge  information
     concerning  NEWCO and this  Project to anyone  except as may be required by
     the  terms  of the  Agreement  for the  proper  performance  by PEDB of its
     Services or by compulsion of law. PEDB will obtain a similar agreement from
     its  Subconsultants.  This  requirement will survive the termination of the
     Agreement.

21.13The  confidentiality  obligations  of the parties under the Agreement  will
     not apply to that part of the Technology or to NEWCO's Technology:

     21.13.1 which, at the time of disclosure,  is within the public domain,  or
          which,  after  disclosure by one of the parties to the other,  becomes
          readily and lawfully  available  to the industry or the public,  other
          than by a breach of the Agreement;

     21.13.2 which was  independently  developed  by the party,  other than by a
          breach of the Agreement; and


                                      -26-
<PAGE>
     21.13.3 which the party is by law compelled to disclose,  provided that the
          party  has  forthwith   notified  the  other  of  any  such  compelled
          disclosure.

22.  HAZARDOUS SUBSTANCES

22.1 At no time shall title to any Hazardous  Substances  pass or be transferred
     to PEDB and the Agreement shall not be interpreted in any manner that makes
     PEDB a  "generator",  "transporter",  or  "treatment,  storage or  disposal
     facility"  under any  provincial,  federal or state law or provision of any
     authority having jurisdiction.

22.2 In no event  shall  PEDB be liable  for the  actual,  potential  or alleged
     presence,  release,  escape or discharge of any Hazardous Substances on, in
     or under the Site howsoever caused and whether  occurring prior to or after
     the date of the  Agreement,  including  but not  limited  to any  actual or
     threatened  dispersal,  discharge,  escape,  release or saturation (whether
     sudden or gradual) of any Hazardous  Substances in or into the  atmosphere,
     or on, upon, in or into any one or more of the surface or subsurface soils,
     water,  watercourses,  persons,  objects,  structures or any other tangible
     matter,  or  any  damages  resulting  therefrom,  and no  provision  of the
     Agreement  shall impose any such  liability  on PEDB unless such  provision
     specifically  makes express refers to this clause by its General  Condition
     and clause number and further expressly states that this provision does not
     apply.

22.3 If the  Services  include  the  provision  or use on  Site  of any  nuclear
     materials  or  substances,  or any  measuring,  testing or other  equipment
     containing  any  nuclear  materials  or  substances  (all of the  foregoing
     referred to herein as "Nuclear Materials"):

     22.3.1 PEDB shall not be responsible  for any delays to either the Schedule
          for Engineering or the Project Schedule related to delays in obtaining
          permits and approvals for the  transportation,  delivery or use of any
          Nuclear Materials;

     22.3.2 NEWCO  shall  be  responsible  for  obtaining  all  permits  for the
          transportation,  delivery  and use of any Nuclear  Materials  from all
          authorities having jurisdiction;

     22.3.3 NEWCO  represents,  acknowledges  and agrees that it is aware of all
          potential    difficulties    and   problems    associated   with   the
          transportation,  storage  and use of the  Nuclear  Materials  and that
          NEWCO  shall  provide  adequate  and safe  storage  for  such  Nuclear
          Materials  on  Site  and  shall  provide  sufficient  training  of its
          personnel in the proper and safe  storage,  transportation  and use of
          such Nuclear Materials; and


                                      -27-
<PAGE>
     22.3.4 NEWCO will be  responsible  for all  additional  costs and  expenses
          associated with the provision,  transportation,  storage, training and
          use of the Nuclear Materials.

23.  SAFETY AND WORKERS COMPENSATION

23.1 In addition  to  complying  with the safety  rules and  regulations  of all
     authorities  having  jurisdiction,  PEDB will comply with  internal  safety
     rules and  regulations  of NEWCO  governing  the  conduct or welfare of all
     persons on the Site and provided to PEDB by NEWCO prior to the execution of
     the Agreement.

23.2 PEDB and NEWCO will comply with the workers'  compensation  legislation  in
     the  jurisdiction  in which the Site is located.  Upon  request from either
     party, the other party will provide  evidence of any required  registration
     by that  party in  accordance  with  such  legislation  and,  in  addition,
     evidence of compliance by that party with any requirements to make payments
     and assessments pursuant to such legislation.

23.3 NEWCO will comply with the  requirements of the law of the  jurisdiction in
     which  the  Plant  is to be  located  with  regard  to the  system  for the
     labelling and warning of Hazardous Substances used in the workplace for all
     Hazardous  Substances  brought onto, or existing at, the  workplace,  other
     than those brought onto the workplace by PEDB.  NEWCO shall provide  proper
     and  sufficient  training of all personnel of PEDB with regard to handling,
     storage and use of  Hazardous  Substances  existing on Site or brought onto
     the  workplace  by anyone  other  than PEDB and,  unless  the costs of such
     training  are  expressly  specified  to be included in the Fixed Fee or any
     other  lump  sum  compensation  under  the  Agreement,   such  costs  shall
     constitute  an  additional  service  for which PEDB shall be entitled to be
     paid additional compensation based on the charge out rates specified in the
     Agreement  for  personnel  and  disbursements  or,  if no  such  rates  are
     specified,  then  based  on the  rates  normally  charged  by PEDB for such
     personnel and disbursements.

23.4 PEDB will comply with the requirements of the applicable authorities having
     jurisdiction  with  regard to any  Hazardous  Substances  brought  onto the
     workplace by PEDB.

24.  COMPLIANCE WITH APPLICABLE LAWS

24.1 If either party  determines or discovers  that any of the provisions of the
     Agreement  or  the  Contracts  are at  variance  in any  respect  with  any
     applicable law or requirement of any authority having jurisdiction, it will
     promptly notify the other in writing.

25.  WAIVER

25.1 No  failure  or delay on the part of any party in  exercising  any power or
     right under this Agreement will operate as a waiver of such power or right.
     No single or partial  exercise of any right or power  under this  Agreement
     will  preclude  any further or other  exercise  of such right or power.  No
     modification or waiver of any provision of this Agreement and no consent to
     any  departure by any party from any  provision of this  Agreement  will be
     effective until the same is in writing.  Any such waiver or consent will be
     effective  only in the specific  instance and for the specific  purpose for
     which  it  was  given.  No  notice  to  or  demand  on  any  party  in  any
     circumstances  will  entitle  such party to any other or further  notice or
     demand in similar or other circumstances.


                                      -28-
<PAGE>
26.  INDEPENDENT CONTRACTOR

26.1 PEDB and NEWCO are independent contractors, maintaining independent control
     over their respective  employees and operations.  Neither party, nor anyone
     employed  directly or indirectly by either of them, shall be deemed to be a
     servant, employee or agent of the other party.

27.  LAW AND LANGUAGE OF THE CONTRACT

27.1 The Agreement and the  obligations of the parties under the Agreement shall
     be  interpreted,  construed and enforced in accordance with the laws of the
     Province  of  Ontario,  Canada and the  parties  irrevocably  attorn to the
     jurisdiction of the courts of Ontario, Canada.

27.2 The Agreement is drawn in English at the request of all parties.

28.  SUCCESSION

28.1 The Agreement shall enure to the benefit of and be binding upon the parties
     and their respective successors and permitted assigns.

29.  ASSIGNMENT

29.1 Neither  party may  assign  this  Agreement  without  the prior  consent in
     writing of the other.

30.  SEVERABILITY

30.1 If one or more  provisions  of the  Agreement are for any reason held to be
     illegal,  invalid or  unenforceable,  then such  invalidity,  illegality or
     unenforceability  shall not affect  any other  provision  thereof,  and the
     Agreement  shall be construed and enforced as if such  invalid,  illegal or
     unenforceable provision or provisions had never been contained therein.

31.  ENTIRE CONTRACT

31.1 The Agreement  constitutes the entire agreement and  understanding  between
     the parties and cancels and  supersedes  all prior  proposals,  agreements,
     understandings,   representations,  conditions,  warranties,  negotiations,
     discussions  and  communications,  whether  oral or written,  statutory  or
     otherwise, and whether express or implied, between the parties with respect
     to the subject  matter of the  Agreement,  save and except to the extent as
     expressly  incorporated  in writing into the  Agreement.  The Agreement may
     only be amended by instrument signed by all parties to the Agreement.


                                      -29-
<PAGE>
31.2 Headings and captions used in the Agreement are inserted for convenience of
     reference  only and in no way define,  limit or  describe  the scope or the
     intent of the Agreement or any part thereof.


                                      -30-
<PAGE>
                                   SCHEDULE 4
                               SPECIAL CONDITIONS
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                                   SCHEDULE 5
                                PROJECT SCHEDULE
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                                   SCHEDULE 6
                                    DRAWINGS
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