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                               CONTRACT GHK-018-00

                           ADMINISTRATOR:COSACOL LTDA.


GHK COMPANY COLOMBIA, TIN 08001854403, branch office of a foreign corporation
legally organized under the laws of Colombia through Public Deed No. 0118 of
January twenty one (21) of 1993 of the Sixteenth (16) Notary Public's Office of
Santafe de Bogota, with domicile in Santafe de Bogota (hereinafter called
"GHK"), represented in this act by its Legal representative, Claudia Milena
Vaca, identified as shown below his signature, acting with the power to commit
GHK in this Contract and COSACOL LTDA, corporation organized through Public deed
No. 2199 of 24 of November of 1994 , with domicile in Bogota, (hereinafter
called the "ADMINISTRATOR"), represented in this act by its Manager and Legal
Representative Rafael Delgado Gonzalez, identified as shown below his signature,
acting with the power to commit the ADMINISTRATOR in this CONTRACT, as recorded
in the Legal Incorporation and Representation Certificate attached and makes
integral part herein, have entered the present CONTRACT, that shall be governed
by the relevant regulations of the Civil Code, the Trade Code and. in
particular, by the following clauses:

ONE. INTERPRETATIONS ANNEXES AND  DEFINITIONS. -

INTERPRETATIONS:

1.1 In this CONTRACT, and where the context requires so, the words in singular
will include the plural and vice-versa. Likewise, for the purpose of this
CONTRACT any reference that is made to a decree, law, resolution, statute or
regulation will refer to that decree, law, resolution, statute or regulation
with their amendments and modifications.

1.2 All terms in capital letters and not defined elsewhere in this CONTRACT,
shall have the meaning established below. Such meanings shall apply both to the
singular and the plural form of the terms defined:

1.3 In case of conflict or contradiction between the Bid documents GHK-006-00
and the technical proposal and this instrument, the CONTRACT stipulations will
prevail. Additionally in case of conflict or contradiction between the Bid
documents and the ADMINISTRATOR'S technical proposal, the Bid Documents
GHK-006-00 will prevail.


ANNEXES :
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1.4 ANNEX No. 1: Document containing the technical specifications of Bid
documents GHK-006-00 including the addendums to the same.

1.5 ANNEX No. 2: Document containing the unit prices that serve as benchmark for
contracting of extra works GKK authorizes the ADMINISTRATOR to contract.

1.6 ANNEX No. 3: Document containing the quantities and unit prices of the
geotechnical works for the pipeline.

1.7 ANNEX No. 4: Document containing project progress curve.

1.8 ANNEX No. 5: Document containing project program of the ADMINISTRATOR

1.9 ANNEX No. 6: The technical proposal presented by the ADMINISTRATOR dated
November 7 2000.

1.10 ANNEX No.7: Procedures. This include the procedure for the operation of the
WORKS COMMITTEE, procedure for the operation of the PURCHASES AND CONTRACT
COMMITTEE and the procedure for the operation of the payments legalization done
by the ADMINISTRATOR with charge to the OLEODUCTO GUADUAS ROTATING FUND.

DEFINITIONS:

1.11 ADMINISTRATOR: The ADMINISTRATOR, its agents, including their personnel,
but without limiting to their respective officials, employees, assignees and
successors.

1.12. CONTRACTOR: Individual or corporation hired by the ADMINISTRATOR, other
than its employees, to perform part of this CONTRACT'S object, provided it has
been authorized in advance by GHK.

1.13 PROJECT COST : Summation of all DIRECT COSTS AND INDIRECT COSTS associated
with the project execution.

1.14 DIRECT COST: For the effects of the PLUS definition in this contract, it
shall be all costs of materials equipment, labor hand, contract and subcontracts
incurred in the CONTRACT, that affect the progress of the project and that have
a direct relation with the project execution . These costs do not include taxes.

1.15 INDIRECT COST: For the effects of the PLUS definition in this contract, it
shall be all costs associated with the project execution but independent of the
project progress such as : rentals, public utilities, cafeteria, personnel
transport etc. These costs do not include taxes.
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1.16 REAL COST: Summation of all DIRECT COSTS AND INDIRECT COSTS approved and
reimbursed by GHK, the PLUS of the project and the IVA on the PLUS.

1.17 OLEODUCTO GUADUAS FUND : Rotating account created to reimburse the payments
needed for the execution of the CONTRACT.

1.18 SITE OF THE WORKS: The physical site where the object of this CONTRACT will
be developed, corresponding to PF1 Station in Guaduas, the Guaduas Pipeline
layout and the Reducing and Metering Station in La Dorada. The ADMINISTRATOR
declares knowing THE SITE OF THE WORKS and expressly states having studied it
carefully and having considered all the site's factors when preparing his
proposal and signing the present CONTRACT.

1.19. PARTY: GHK or the ADMINISTRATOR considered separately.

1.20 PLUS: The revenue that the ADMINISTRATOR will make for the project
execution and corresponding to 13% of the COST OF THE PROJECT .

1.21 GHK's REPRESENTATIVE: Person or persons GHK appoints to coordinate all this
CONTRACT-related activities with the ADMINISTRATOR.

1.22 ADMINISTRATOR REPRESENTATIVE: Person or persons the ADMINISTRATOR appoints
to coordinate all the activities related to this CONTRACT.

TWO. OBJECT. -

The ADMINISTRATOR in a timely and expeditious manner acting in an independent
manner, with its own staff, with full administrative, technical, directive and
financial autonomy, becomes liable before GHK for the Delegated Administration
system to build the Guaduas-La Dorada Pipeline as per this CONTRACT and its
annexes in exchange for the price herein stipulated.

THREE. CONTRACT VALUE -

3.1 The present contract has an indetermined quantity and its final value will
be the one resulting from liquidating in favor of the ADMINISTRATOR, a PLUS
equivalent to thirteen percent (13%) of the PROJECT COST, plus the "IVA" added
value Tax over the revenue . The PLUS will be liquidated and payed in Colombian
pesos.

3.2 The parties leave express record that PLUS herein is the payment that
corresponds to the ADMINISTRATOR for the works executed for GHK in the CONTRACT
execution and shall be maintained fixed and unchanged during its enforcement or
extensions, if any, without affecting the bonus or malus
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contemplated in this CONTRACT. Consequently, the expressly waives to any right
on readjustments, compensations and indemnification and claims filed during the
development of the CONTRACT for the concept of the PLUS herein.

FOUR. COST OF THE PROJECT.-

4.1 The PROJECT COST shall be determined by the summation of all DIRECT COSTS
AND INDIRECT COSTS imputable to the execution of the contracted works, that were
contracted according to the procedures of ANNEX 7 of this CONTRACT and according
to the Scope of Work indicated in ANNEX 1. The taxes arising from the execution
of the project, shall be paid by GHK but will not be part of the PROJECT'S
COST.


4.2 The REAL COST shall be determined by the summation of the PROJECT COST, the
PLUS agreed upon for the ADMINISTRATOR according to the percentage stipulated in
the previous clause and the IVA on the PLUS. The calculation of the REAL COST
will be made in US dollars and will take into account:

     a.  The payments and that are part of the PROJECT COST shall be converted
         inot US dollars at the exchange rate certified by the "Superintendencia
         Bancaria" at the date of the invoice of the respective CONTRACTOR.

     b.  The PLUS, which is payable in Colombian pesos, shall be converted into
         US dollars at the exchange rate certified by the "Superintendencia
         Bancaria" at the date of the invoice by the ADMINISTRATOR.

FIVE. - EXTRA WORKS AND WORK REDUCTIONS. -

5.1 For the calculation of the extra works not included in the Scope of Work of
ANNEX 1 and that are approved by GHK prior to execution, the Unit prices of
ANNEX 2 will be used.


5.2 Any of the PARTIES may determine the need to conduct extra works, whose
approval shall be subject to the following procedure:
a. Should the need to conduct the extra work be determined by the ADMINISTRATOR,
he shall provide GHK with a technical opinion justifying the need to conduct
such work, and an estimate of its cost as well as the estimated time for its
execution.
b. GHK shall analyze the ADMINISTRATOR's technical opinion and shall determine
whether the extra works are technically indispensable to guarantee the stability
of the works entrusted to the ADMINISTRATOR.
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c. If GHK, despite the ADMINISTRATOR's technical opinion, determines that the
proposed works are not indispensable to guarantee the stability of the works, it
may deny its approval and the ADMINISTRATROR may not be held responsible for the
stability corresponding to the part of the project for which the ADMINISTRATOR
estimates extra works are required.
d. Should GHK determine that extra works are technically indispensable, GHK
shall ask for an opinion on the impact by those works from the WORKS COMMITTEE
during the term of the CONTRACT, after which it shall proceed to determine the
approval conditions. In this event, the PARTIES shall sign an Additional Clause
to the CONTRACT.

5.3 The cost of any extra works that GHK authorizes will no be part of the
PROJECT COST for the effects of determining a bonus of this CONTRACT.

5.4 Should GHK determine a reduction in the works to be performed, as a result
of duly supported techniques, the WORKS COMMITTEE shall evaluate the impact on
the project's term and cost. The PARTIES shall agree the relevant reduction as
to the term and cost, by signing an additional clause to the present CONTRACT,
stating the new PROJECT'S COST in order to calculate the bonus foreseen herein.

SIXTH. - COMMITTEES. -

The PARTS will create a WORKS COMMITTEE, and a PURCHASES AND CONTRACT COMMITTEE
as per the procedure established in ANNEX 7 of this CONTRACT for its operations.

SEVEN. - OLEDUCTO GUADUAS FUND. -

7.1 Once the present CONTRACT is signed, GHK shall open a joint management
account in a Colombian bank with an authorized signature of a GHK representative
and of the ADMINISTRATOR. This account will be named OLEDUCTO GUADUAS FUND and
with charge to this account all payments to be done by the ADMINISTRATOR due to
Contract or purchases made for the project execution, taking into account the
procedure for the payments legalization of ANNEX 7 of this CONTRACT. This fund
will be fed by GHK with resources in one of its overseas bank account with
sufficient resources to meet the fund requirements for the project. Costs
incurred as a result of the transfer to the fund's account in Colombia, shall be
borne by GHK and shall not be part of the PROJECT'S COST.


7.2 The ADMINISTRATOR authorizes GHK to periodically audit the administration of
the OLEDUCTO GUADUAS FUND and the legalizing of the payments by the
ADMINISTRATOR.

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7.3 For payments to be made abroad, GHK shall charge them to its checking
accounts abroad, pursuant to ANNEX No. 7.

EIGHTH. - CALCULATION OF THE PLUS BY THE ADMINISTRATOR. -

8.1 To calculate the PLUS that corresponds to the ADMINISTRATOR, the 13% will be
applied to the accumulated PROJECT COST(Summation of all DIRECT COSTS AND
INDIRECT COSTS) to the date of closing of the period. To the result of this
calculation, the accumulated previous payments will be subtracted. DIRECT COSTS
will be multiplied by the fraction of the real divided by the projected
progress. The projected progress curve from which the project progress is
measured shall be determined using 120 calendar days from the Kickoff Minute and
as cost the sum of NINE MILLION NINE HUNDRED THOUSAND US DOLLARS (US
$9,900,000). If, in any event, the project's actual curve exceeds the projected
curve, GHK shall not reimburse more than one hundred percent (100%) of
reimbursable costs.

8.2 For the calculation of the PLUS, the payments that shall be done in US
dollars by purchases or payment to CONTRACTORS shall be converted inot Colombian
pesos at the exchanged rate certified by the "Superintendencia Bancaria" at the
date of the invoice of the respective purchase or respective CONTRACTOR.

NINE. PAYMENT AND INVOICING BY THE ADMINISTRATOR. -

9.1 For the invoicing of the PLUS, the ADMINISTRATOR will present as support the
Minutes of the WORKS COMMITTEE duly approved and stating the fees to be paid to
the ADMINISTRATOR, as well as an identification of the PROJECT COSTS that had
been legalized via the OLEODUCTO GUADUAS FUND in the terms of this CONTRACT.


9.2 The ADMINISTRATOR shall present within the first five (5) days of each month
following the one on which the works or services object of the CONTRACT were
performed or rendered an original and two (2) copies of the invoices for the
PLUS of the works performed or the services provided together with the Minute of
the WORKS COMMITTEE and the identification of the PROJECT COSTS that had been
legalized via the OLEODUCTO GUADUAS FUND , at GHK's offices located on Calle 114
No. 9-01 Torre A Oficina 707, Bogota, D.C. The Invoices shall be made in
Colombian pesos and will discriminate IVA corresponding to the PLUS.

9.3 Invoices shall be sent to:
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     GHK Company Colombia
     Accounting Department/ Accounts Payable
     Address: Celle 114 No. 9 -01 Torre A Oficina 707
     Bogota, D.C.


9.4 GHK shall pay the ADMINISTRATOR, the unpaid invoices duly approved., on the
following Friday, thirty (30) calendar days after the proper submission of the
invoice..

9.5 Payments shall be made in the above-mentioned offices or at the place GHK
indicates. GHK shall not make no payments in cash or with checks drawn to the
holder, related to this CONTRACT. GHK shall only make payments with checks or
electronic transfers to the name of the ADMINISTRATOR. GHK shall not pay to
third parties on behalf of the ADMINISTRATOR, except express approval for such
purpose by the ADMINISTRATOR.

9.6 To the extent applicable to the contracted service, all the invoices shall
comply with the following requisites:

a.  ADMINISTRATOR's name and TIN, address and phone number..
b.  GHK COMPANY COLOMBIA's name and TIN (TIN: 08001854403).
c.  The legend "Sales Invoice" or "Purchase/Sale Invoice" or "Invoice for
    Technical Services", as required.
d.  To be numbered (numbering shall match a consecutive billing system).
e.  Issuance date for the invoice.
f.  AFE code (Authorization For Expenditure) No. 01.001.09
g.  CONTRACT number.
h.  Specific or general description of the works performed and/or services
    provided, site where they were performed/provided, period during which they
    were performed/provided..
i.  Total value of the operation and IVA disaggregation, indicating it is under
    the Common System and whether IVA withholder or not.
j.  Name or trade name and TIN of the invoice's printer and DIAN's Resolution
    number authorizing the invoice's print.
k.  Invoices shall bring the corresponding supporting documents that enable
    determining that works or services have been accepted satisfactorily by
    GHK's REPRESENTATIVE.
l.  The economic activity and applicable Industry and Trade Tax rate for
    taxpayers of Santa Fe de Bogota, D.C.
m.  They shall be submitted in Spanish.
n.  Should the ADMINISTRATOR be self-withholder, certified photocopy of DIAN's
    corresponding resolution, for just one time, and indicating (in each one of
    the invoices) the number of the resolution.
o.  Invoices shall include the withholding values as guarantee set forth in the
    CONTRACT.
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Letters a, c, d and j shall be submitted in print.

9.7 Invoice payment shall be subject to proof, on the part of the ADMINISTRATOR,
of the establishment of insurance policies for the amounts and other conditions
set forth in the clause on policies herein.

9.8 GHK may object the invoices not prepared pursuant to this clause and the
objection shall be notified to the ADMINISTRATOR in the ten (10) working days
following the receipt of the invoice, specifying the reason for the objection.
Whenever an invoice is returned to the ADMINISTRATOR, due to reasons imputable
to him, the term for its payment shall start on the date in which GHK receives
the invoices again with the relevant corrections. Notwithstanding the above, GHK
shall proceed to pay the non-objected or undisputed amounts within the term set
forth in number 4.3 of the present clause.

9.9 Notwithstanding the above, GHK reserves the right to request a clarification
or correction of the invoices or bills prepared by the ADMINISTRATOR, even if
they have already been paid for, provided this right is exercised in the twenty
four (24) months following its payment, stating the reasons for its objection.
Should there be no objections in this period of time, the invoices shall be
considered as correct, unless the mistakes were arithmetic mistakes.

9.10 Payments to which this clause makes reference to, shall be subject to the
relevant tax withholdings. The withholdings GHK makes to the ADMINISTRATOR shall
be made in the same currency in which the payment is made. Likewise, refunds
made by GHK to the ADMINISTRATOR shall be made in the same currency in which the
withholding were made, without interests or adjustments of any kind..

9.11 Whenever invoices are prepared in dollars, the ADMINISTRATOR shall submit
its invoices to GHK in a period of time not exceeding the one stipulated in
number 4.1. Should the ADMINISTRATOR fail to submit the invoice in this
stipulated term, the ADMINISTRATOR authorizes GHK to deduct one percent (1%) of
the value of the invoice for every month of delay in the submittal of the
invoice, starting on the month following the one in which the ADMINISTRATOR
rendered the services or performed the works.

TENTH. BONUS AND PENALTIES.-

10.1 In the event the REAL COST of the project is lower than or equal to NINE
MILLION NINE HUNDRED THOUSAND DOLLARS (US$ 9.900.000.oo), and the works are
executed within one hundred and twenty (120) calendar days following the date on
which the works commencement minutes are signed, or within the authorized
extensions, GHK shall grant the ADMINISTRATOR as bonus, a total
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additional fee, including VAT, amounting to fifty percent (50%) of the
difference between US$ 9.900.000.oo and the REAL COST. This bonus will be paid
once signed the liquidation minute of the CONTRACT and for its invoicing and
payment the same rules provided for the invoicing and payment of the PLUS.

10.2 If the REAL COST is lower than or equal to NINE MILLION NINE HUNDRED
THOUSAND DOLLARS (US$ 9.900.000.oo), but the works are conducted in a period of
time exceeding one hundred and twenty (120) calendar days following the
signature of the works commencement minutes, or once the authorized extensions
have elapsed, GHK shall not grant the ADMINISTRATOR the bonus mentioned in the
previous item. In this case the ADMINISTRATOR shall pay for the penalties
foreseen herein and in the penalty clause when required.

10.3 If the REAL COST exceeds NINE MILLION NINE HUNDRED THOUSAND DOLLARS (US$
9.900.000.oo), and is lower than or equal to TEN MILLION THREE HUNDRED THOUSAND
DOLLARS (US$ 10.300.000), GHK shall grant no bonus at all to the ADMINISTRATOR,
despite the works are conducted in the one hundred and twenty (120) days
following the signature of the works commencement minutes or of its duly
authorized extensions..

10.4 If the project's REAL COST exceeds NINE MILLION NINE HUNDRED THOUSAND
DOLLARS (US$ 9.900.000.oo), and is lower than or equal to TEN MILLION THREE
HUNDRED THOUSAND DOLLARS (US$ 10.300.000), and the works are conducted in a term
exceeding one hundred and twenty (120) calendar days or the additional
authorized term, the ADMINISTRATOR shall pay the penalties foreseen herein and
in the penalty clause when required.

10.5 If the REAL COST exceeds TEN MILLION THREE HUNDRED THOUSAND DOLLARS (US$
10.300.000), the ADMINISTRATOR shall pay GHK a penalty as provided hereforth:
         a.   If the works are executed in a period less or equal to one hundred
              and twenty calendar (120) days, the ADMINISTRATOR will pay GHK
              fifty per cent (50%) of the difference between TEN MILLION THREE
              HUNDRED THOUSAND DOLLARS (US$ 10.300.000) and the PROJECT'S COST.
         b.   If the works are executed in a term greater than one hundred and
              twenty calendar (120) days or the additional term has elapsed, the
              ADMINISTRATOR will pay GHK fifty per cent (50%) of the difference
              between TEN MILLION THREE HUNDRED THOUSAND DOLLARS (US$
              10.300.000) and the PROJECT'S COST up to day 120; from that
              day onwards GHK will either charge the fines and penalty clause
              provided in this contract or fifty per cent (50%) of the
              PROJECT'S COST above TEN MILLION THREE HUNDRED
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              THOUSAND DOLLARS (US$ 10.300.000) and until project completion.

10.6 When the ADMINISTRATOR'S penalty is to pay fifty per cent (50%) of the
PROJECT'S COST as indicated above, the calculation for this penalty shall be
made by the WORKS COMMITTEE, within the month following GHK'S request. For the
payment of the penalty, this CONTRACT shall be considered to convey an
enforceable right and the ADMINISTRATOR authorizes GHK to discount the value of
the penalty from the value withheld in guarantee as herein provided and, if not
sufficient, withholding the value of the invoices pending to be paid by the
ADMINISTRATOR. The balance, if any, shall be paid by the ADMINISTRATOR in the
thirty (30) days following the date on which GHK submitted the total invoice.
The ADMINISTRATOR shall be the only responsible before GHK for the payment of
the penalty foreseen herein , without prejudice of the right of the
ADMINISTRATOR to repeat against the CONTRACTORS, should this had been stipulated
in the respective contracts.

10.7 For the effects of determining the fifty percent (50%) that the
ADMINISTRATOR shall pay , he authorizes GHK to carryout periodical audits with
respect to payments legalized via the OLEODUCTO GUADUAS FUND.

ELEVENTH. TERM.-

The term of the present CONTRACT is one hundred and twenty (120) calendar days
starting on the date the Works Commencement Minute is signed, and the creation
of the OLEODUCTO GUADUAS FUND.

TWELVE. RETENTION IN GUARANTEE. -

12.1 The ADMINISTRATOR expressly authorizes GHK to make a three percent (3%)
withholding every time GHK must pay the fees related to this contract, as a
performance guarantee deposit by the ADMINISTRATOR for all the obligations it
assumes by virtue of the present CONTRACT. This withholding shall not be applies
to the VAT, provided it is disaggregated in the invoices. The withheld amounts
shall be reimbursed by GHK to the ADMINISTRATOR deducting, when required, the
amounts GHK destined to pay, indemnify, repair damages, obligations or fines for
which the ADMINISTRATOR is liable. It is expressly understood and agreed that
the sums withheld earn no interest.

12.2 In order to request the refund of the amount withheld, the ADMINISTRATOR
must wait until the last invoice for the works or services object of the
CONTRACT has been paid to him, and shall submit the following documents, to the
extent they are applicable to the contracted service:
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a.  Invoice for the withheld value, listing each one of the invoices submitted
    and the withheld amount.
b.  Insurance policies or their extensions, under the terms required herein, in
    force until the term provided for in the CONTRACT, and with the payment
    records of the corresponding premiums.
c.  All expenses paid certificates by suppliers and CONTRACTORS.
d.  All expenses paid certificates for the land and properties the pipeline will
    cross, stating the agreement of the owners of the works conducted by the
    ADMINISTRATOR in their properties.
e.  All labor costs paid certificates both of the ADMINISTRATOR'S and the
    CONTRACTOR'S employees, as well as a certification by the Labor Inspection
    in Bogota, certifying there are no labor claims against the ADMINISTRATOR,
    the CONTRACTORS and/or GHK.

THIRTEENTH . ADMINISTRATOR'S AND CONTRACTORS PERSONNEL. -

13.1 The parties expressly state that, due to its nature, the present CONTRACT
is not an employment contract, giving rise to no labor relation at all in any of
the relations between the ADMINISTRATOR, its employees, or agents at its service
with GHK. Even when GHK facilitates and makes available for the ADMINISTRATOR,
its employees, or agents, its facilities and infrastructure such as secretary
support, office space or establishments, among others.

13.2 Pursuant to the above the ADMINISTRATOR shall be and shall be considered as
an independent ADMINISTRATOR and not as GHK's agent, representative, employee or
mere intermediary.

13.3 Neither GHK nor its representatives shall have the power to exercise any
type of subordination in front of the ADMINISTRATOR's employees or
representatives, not assigned to the project's execution. The development of the
CONTRACT and of the project shall be exclusively supervised and controlled by
the ADMINISTRATOR.. Notwithstanding the above, in the event of a crisis or
public order disruption, the special recommendations issued by GHK's Security
Manager shall be considered.

13.4 It is expressly understood and stipulated that each and all the officials,
technicians and other personnel assigned by the ADMINISTRATOR for the compliance
of this CONTRACT, give rise to a unique and exclusive labor relation with the
ADMINISTRATOR. Therefore, the ADMINISTRATOR shall be responsible for the payment
of all salaries, legal and additional benefits, indemnification, additional
work, uniforms, insurance and, in general, the compliance with all the
affiliation obligations and contributions to the Integral Social Security
General System and other additional payments (ICBF, SENA, Cajas de Compensacion
Familiar, etc.) the law imposes on it as the only employer of its workers. GHK
reserves the right to conduct Labor Audits during
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the term of the CONTRACT and one more year, to guarantee the compliance by the
ADMINISTRATOR of the respective labor obligations.

13.5 GHK authorizes the ADMINISTRATOR to contract, charging it to the contract,
the services of temporary service companies for the supply of personnel
exclusively destined to the project. The contract with such company(s) shall be
previously approved by the PURCHASES and CONTRACTS COMMITTEE.


13.6 If as a result of the failure by the ADMINISTRATOR to comply with the legal
and contractual obligations mentioned in the previous paragraph and as provided
for in article 34 of the Labor Code and the regulations added to it or that
amend it, a legal decision determines GHK is jointly and severally liable for
payments and indemnities corresponding to the ADMINISTRATOR, for one or several
of its employees, GHK shall be entitled to repeat against the ADMINISTRATOR and
may exercise the withholding right on any amount owed to the ADMINISTRATOR, up
to the values being judicially and extrajudicially charged.

13.7 The ADMINISTRATOR shall execute the object of this CONTRACT through its own
staff, equipment and materials. The staff is fully trained, qualified and
specializes in the tasks object of the present CONTRACT and is made up by
honorable people workman wise in order to provide the these services. The
ADMINISTRATOR shall be in charge of the personnel required for the performance
of the tasks object of this CONTRACT and, in any case, the behavior of the
members of its personnel shall be under the necessary care and supervision.

13.8 Without prejudice of the above, GHK reserves the right to request from the
ADMINISTRATOR, the substitution of any of the members of its personnel assigned
to the CONTRACT, whenever GHK deems it advisable and without having to justify
the reasons for it, with the corresponding obligation by the ADMINISTRATOR to
proceed to its immediate substitution, to be made in a maximum of four (4)
calendar days, starting on the date the ADMINISTRATOR receives the respective
written notice from GHK's REPRESENTATIVE. The ADMINISTRATOR shall be liable for
the damages caused by the delays in the removal and appointment of the
replacement person.

13.9 The ADMINISTRATOR shall comply with what is provided for in Law 100 of 1993
and shall submit to GHK a copy of the self liquidating form of the agency
covering anything related with professional accidents and risks for the
ADMINISTRATOR's employees.

13.10 The obligations to which this clause makes reference, are understood as
applicable to the SUBADMINISTRATORS (if any) in relation to their workers, being
the ADMINISTRATOR in any case liable for any omission in this respect.
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13.11 The ADMINISTRATOR and its workers, as well as the CONTRACTOR and its
workers, if any, shall be compelled to comply with all the discipline, physical
and industrial safety regulations GHK set forth in GHK'S Tender GHK-006-00.

13.12 In order to improve the participation by the community at the SITE OF THE
WORKS, the ADMINISTRATOR commits to give priority to unskilled workers of the
region, that may be required for the execution of the works or provision of
services object of the present CONTRACT.

FOURTEENTH. LIST OF PERSONNEL, SAFETY AND DISCIPLINE REGULATIONS.

14.1 The ADMINISTRATOR shall supply, prior to the commencement of the CONTRACT
and when GHK so requires, a list of the personnel that will be employed or is
employed for this CONTRACT's tasks, with their respective first and last names,
citizen identification number or identification document. Such list shall be
submitted for GHK's approval. The ADMINISTRATOR shall notify GHK immediately of
any new personnel or change in personnel destined for the compliance of the
object of this CONTRACT.

14.2 GHK may request the ADMINISTRATOR that its personnel carry legible and
numbered ID cards for their identification. The ADMINISTRATOR shall be solely
responsible for providing such IDs.

14.3 The ADMINISTRATOR commits to have all the personnel employed in the
development of this CONTRACT strictly comply with all the security and internal
regulations in place, or that GHK or the competent authorities may put into
place at the SITE OF THE WORKS.

14.4 It is the ADMINISTRATOR's responsibility to control the discipline of its
personnel and to impose the relevant corrective measures in order to keep such
discipline, following the procedure foreseen in the law for such end.

14.5 It is completely forbidden to purchase, sell or drink any type of alcoholic
beverage or hallucinogenic substances at the SITE OF THE WORKS. Likewise, it is
prohibited to show up at the SITE OF THE WORKS under the effect of the mentioned
drinks and substances, despite they have been consumed outside of the SITE OF
THE WORKS. It is also prohibited carry lethal weapons or explosives at the SITE
OF THE WORKS. The non compliance of this special obligation by the
ADMINISTRATOR, may give rise to requesting the removal of employees or to the
termination of the corresponding contract.

FIFTEENTH. INDUSTRIAL SAFETY, OCCUPATIONAL HEALTH AND ENVIRONMENTAL PROTECTION.-
<PAGE>   14
                                                                              14


15.1 The ADMINISTRATOR states knowing, and becomes liable for complying at its
own cost with all the legal and technical regulations on industrial safety,
occupational health, environmental protection, fire prevention and control, as
well as the manuals, regulations, procedures and guidelines GHK sets up in this
respect. In particular, the ADMINISTRATOR declares knowing law 491 of 1999 and
its implications.

15.2 To the extent applicable to the contracted service, among the personnel
assigned to the CONTRACT and at the SITE OF THE WORKS, the ADMINISTRATOR will
keep - on a permanent basis - at least one (1) official with proven experience
in this area and responsible for the compliance with the regulations and
procedures mentioned in this clause. He will also be the authorized spokesman of
the ADMINISTRATOR for these purposes.

15.3 It is the ADMINISTRATOR's obligation to meet, through such official, prior
to the commencement of the CONTRACT, with the person appointed by GHK foe the
Environmental Control at the SITE OF THE WORKS. This person will let him know
the regulations, procedures, manuals and guidelines to be observed, and shall
also be in charge of receiving and analyzing the Industrial Safety, Occupational
Health and Environmental Protection Program projected to cover the tasks to be
conducted by the ADMINISTRATOR..

15.4 It is the ADMINISTRATORS obligations to provide at its own cost and in a
timely and complete manner, all the elements, uniforms and shoes necessary to
comply with the legal regulations on industrial safety and to adopt the
provisions established in this respect by GHK. Any GHK REPRESENTATIVE may, at
any time, require the ADMINISTRATOR to remove from the SITE OF THE WORKS those
workers working under conditions attempting against their personal safety or who
are not complying with the industrial safety regulations. This circumstance,
according to its seriousness in GHK's opinion, may give rise to a suspension or
unilateral termination of the CONTRACT for fair cause by GHK.

15.5 In the event the ADMINISTRATOR fails to provide all the industrial safety
and environmental protection equipment for the due execution of the CONTRACT on
a timely and complete manner, GHK is authorized to supply the missing equipment,
charging it to the ADMINISTRATOR at the equipment's cost, delivering it at the
SITE OF THE WORKS, plus a fifteen percent (15%) administrative and management
fee. These costs shall be deducted from the invoices and the ADMINISTRATOR so
authorizes it. Likewise, should the non compliance of this requisite cause the
suspension or delay in the commencement of the execution of the object of the
CONTRACT, such suspension or delay shall be imputable to the ADMINISTRATOR.

15.6 If the SITE OF THE WORKS is a risk area or if for any reason it becomes a
risk area when conducting the works, the ADMINISTRATOR shall provide the
<PAGE>   15
                                                                              15


equipment and tools suitable to work in such areas. These works are strictly
subject to the procedures of GHK's HSE Department. Further, and to the extent it
is applicable to the contracted service, the ADMINISTRATOR shall always keep a
first aid kit at the SITE OF THE WORKS.

15.7 In addition, the ADMINISTRATOR must provide GHK with the following, at its
own cost:

a.  A report of all accidents, damages to property, professional illness or any
    other health alteration affecting any of the members of its personnel, in
    the twenty four (24) hours following the occurrence, or upon the
    confirmation of the diagnosis, backed by a research report, including the
    corresponding analysis, indicating the causes and measures adopted,
    according to procedures and formats provided by GHK. The original of this
    report shall be sent to the HSE Department and a copy shall be annexed to
    the invoice, as part of the documents required for payment.
b.  A monthly report in the five (5) first days of every month, on the work
    accidents causing disability, professional illnesses, work accidents causing
    no disability, that have received medical treatment or first aid attention,
    number of man/hours worked, accidents with vehicles and total kilometers
    traveled by the vehicles. The original report shall be sent to the HSE
    Department and a copy shall be annexed to the invoice, as part of the
    documents required for payment..
c.  Reports on "Incidents". An incident is understood as all event that may
    become the cause for or that threatens to produce an accident..
f.  The ADMINISTRATOR commits to attend the ADMINISTRATORs' Safety Committees,
    coordinated by GHK. The ADMINISTRATOR will send to these Committees its
    representative at the SITE OF THE WORKS.

15.8 The ADMINISTRATOR shall request the CONTRATORS proof of the purchase and
     delivery of the personal protection elements (gloves, boots, uniforms,
     helmets, masks, eye protectors and all other protection elevements the work
     will require). This elements an equipment must comply with the local
     industrial security norms applicable to the area and shall be enforced to
     be used by the personnel.

15.9 Hunting, fishing and wild animal transportation is entirely forbidden at
the SITE OF THE WORKS, as well as tree felling.

15.10 The ADMINISTRATOR shall give special attention to anything relating to
obtainment and treatment of waters, waste disposal, wastes and residual waters,
as well as procedures to manage, transport, use and disposal of hazardous
substances.
<PAGE>   16
                                                                              16


15.11 The ADMINISTRATOR shall take all the actions leading to avoid the
contamination of the air, water or soil. If as a result of the activities
conducted by the ADMINISTRATOR GHK needs to conduct cleaning, mitigation or
rehabilitation actions, as a result of the contamination of the surface caused
by equipment under control of the ADMINISTRATOR, and to the extent they are
caused by the ADMINISTRATOR's fault, these tasks shall be conducted and charged
to the ADMINISTRATOR. Therefore, the ADMINISTRATOR expressly authorizes GHK to
deduct from its invoices the costs incurred for such cleaning, mitigation or
rehabilitation tasks.

15.12 Whenever the ADMINISTRATOR produces wastes that contaminate the surface,
coming from equipment under control of the ADMINISTRATOR, and to the extent they
are caused by the ADMINISTRATOR's fault, it shall supervise they are discharged
at the sites approved in advance by GHK for such purpose and in compliance with
the relevant environmental laws or regulations, using the final disposal
procedures established by GHK. Likewise, all chemical, toxic or any other
product, or radioactive or dangerous material used by the ADMINISTRATOR for the
execution of the object of this CONTRACT shall be used according to the
indications issued in this respect by GHK's HSE Department and, in any case, at
the termination of the CONTRACT or at the time when the ADMINISTRATOR leaves the
SITE OF THE WORKS, it shall remove all these products from the SITE OF THE
WORKS, at its cost and risk and shall be responsible for their management
leaving the SITE OF THE WORKS in conditions very similar to how it received it.
The ADMINISTRATOR expressly authorizes exempting GHK from any responsibility in
this respect.

15.13 It is the ADMINISTRATOR's obligation to see that its CONTRACTORS comply
with the same regulations, instructions and procedures indicated in this clause.
The non-compliance of what is provided for in this clause shall entitle GHK to
terminate the CONTRACT, without prejudice of the legal penalties it may give
rise to.

15.14 It is the ADMINISTRATOR's obligation to see that CONTRACTORS and their
employees and agents, as well as the ADMINISTRATOR'S employees and agents do not
incur in the faults foreseen in this clause. The following are considered as
faults, among others:

As to physical  safety:

a. Non-compliance of Corporate Security Policies included in GHK's Bid Request
006-00.

As to Industrial Safety:
<PAGE>   17
                                                                              17


a.  Lack of instructions to workers on the specific risks posed by the works to
    be executed and on the SITE OF THE WORKS in which they will be developed.
    This instruction is to be provided by the ADMINISTRATOR
b.  Conducting works without having the corresponding permit issued by GHK.
c.  Failing to comply with the recommendations specified in the work permits.
d.  Not wearing the personal protection equipment.
e.  Driving vehicles at high speed and not fastening the safety belt.
f.  Not providing the supervisor od person in charge of safety matters in the
    event GHK requests it.
g.  Not investigating or reporting accidents or almost accidents, fires or
    spills..
h.  Failing to comply with the agreements made with the ADMINISTRATOR's
    representative during inspections.
i.  Not attending the ADMINISTRATOR's industrial safety committee, coordinated
    by GHK.
j.  Having vehicles without service check up.

As regards to Environmental Management

a.  Contaminating water bodies with solid and liquid wastes.
b.  Tree felling.
c.  Hunting, fishing, catching or transporting wild fauna.
d.  Using chemical products not authorized by GHK's HSE Department.
e.  Excavating at unauthorized sites.
f.  Improperly managing radioactive sources.
g.  Disposing of wastes, muds and garbage in unauthorized sites.

As regards to Fire Fighting

a.  Using protection equipment against fire of industrial areas, without
    authorization by GHK's supervisor (under non emergency conditions).
b.  Producing non authorized ignition sources.
c.  Smoking in forbidden areas.
d.  Transporting inflammable liquids and fuels in open or plastic containers and
    without securing them.
e.  Lacking extinguisher in the vehicles.
f.  Lack of periodic maintenance and inspection of the extinguishers at the work
    fronts.

15.15 In the event the ADMINISTRATOR incurs in any of the above described
faults, GHK shall impose on the ADMINISTRATOR the necessary penalties, prior
evaluation of the seriousness of the fault.

15.16 The ADMINISTRATOR becomes liable for including this clause in all the
SUBCONTRACTS it enters.

SIXTEENTH. RISKS AND RESPONSIBILITIES OF THE ADMINISTRATOR. -
<PAGE>   18
                                                                              18


16.1 The ADMINISTRATOR accepts from now on as own and directly and personally
assumes all the risks that may be faced by its personnel and equipment in the
development and in relation to this CONTRACT. The ADMINISTRATOR commits no to
file claims of sue GHK for any reason, except for damages caused by gross
negligence directly imputable to GHK.

16.2 The ADMINISTRATOR accepts from now on as own and commits o assume and
repair immediately any damage caused by its personnel and/or equipment to third
parties and their properties or to GHK due to or on the occasion of the
execution of this CONTRACT, except in the event of damages caused by a fault
directly imputable to GHK.

SEVENTEENTH INDEMNIFICATION FOR PATENTS. -

17.1 The ADMINISTRATOR shall advocate, indemnify and hold GHK free from all
claims coming from a third party, for violation or assumed violation of any
patent, patent request or other industrial property right that arises in
connection with the development by the ADMINISTRATOR of this CONTRACT. The
ADMINISTRATOR shall ensure that a similar indemnification in favor of GHK is
included in all SUBCONTRACTS.

17.2 GHK shall advocate, indemnify and hold the ADMINISTRATOR free from all
claims coming from a third party, for violation of any patent, patent request or
other industrial property right that arises in connection with the use the
ADMINISTRATOR makes of what is described below, according to the terms under
which these were provided by GHK to the ADMINISTRATOR:

a.  Specifications, information or documentation furnished by GHK according to
    the stipulations of this CONTRACT
b.  Technology incorporated in the design by GHK instructions.
c.  Technology or equipment furnished by providers or SUBADMINISTRATORS, in the
    event such providers or SUBADMINISTRATORS have been directly appointed by
    GHK.

17.3 The ADMINISTRATOR shall make everything possible to identify any violation
herein mentioned and shall immediately report it or any claim made in connection
to GHK. On its turn GHK shall immediately inform the ADMINISTRATOR of any claim
it receives.

17.4 The terms of this clause shall remain in force throughout the execution of
this CONTRACT, and once it is terminated by any cause, for a term equal to the
prescription of the actions associated to it or until the claim has been finally
settled, whether the action has commenced already or commences later.
<PAGE>   19
                                                                              19


EIGHTEENTH- DAMAGES TO THE OTHER PEOPLE'S PROPERTY

The ADMINISTRATOR is responsible for the damages caused to third parties and
their goods resulting from the execution of this CONTRACT and may not charge to
the project any expense associated with such responsibility. Consequently, it
commits to face any claim and to pay the necessary indemnification. He is
obliged to include in the contracts for this CONTRACT that each of the
CONTRACTORS shall be responsible for the damages that cold be caused to third
parties and their property in the execution of each of the COINTRACTS. To cover
this risk, the ADMINISTRATOR shall request that the CONTRACTORS the guarantees
needed and will overlook that the guarantees are valid during the execution of
such CONTRACTS. If the guarantees are no in place timely , the ADMINISTRATOR is
responsible to GHK in case of a claim.

NINETEENTH- LIENS, ATTACHMENTS AND CHARGES

19.1 The ADMINISTRATOR guarantees that the CONTRACTORS have a valid property
over all the equipment and technological documentation and other elements it
provides for the execution of the CONTRACT. The ADMINISTRATOR shall inform GHK,
prior to signing each CONTRACT, of any limitation of domain (claim, mortgage,
charge, lien) on such equipment.

19.2 The ADMINISTRATOR shall include in the contract that each CONTRACTOR shall
face any claim associated to the equipment, supplies and materials it furnishes.

TWENTIETH.INDEMNITY OF THE PARTS.-

20.1 Each party will protect, indemnify and shall not hold the other party
liable for any claim, demand or action for injuries or death of their own
employees and for all damages, losses or destruction of such employees' property
or of each one of the Parties, without considering how, when or where such
damages, losses or destruction occur, except when the injuries, deaths, damages,
losses or destruction have resulted from acts or omissions imputable to the
other Party or from ill intentioned or fraudulent behaviors by such PARTY.

20.2 It is understood and agreed that any indemnification provided by GHK for
the benefit of the ADMINISTRATOR as a result of this CONTRACT, shall extend to
its affiliated companies, to the members of its personnel, its employees and
agents.

TWENTY FIRST.- AUDIT.-

21.1 GHK shall be able to conduct, directly or indirectly, technical, financial
and any other type of audit. For this, the ADMINISTRATOR commits to keep,
preserve and put at GHK'S disposal all the documents, contracts and
correspondence related to the execution of this CONTRACT, including those
related with the administration of
<PAGE>   20
                                                                              20


the OLEODUCTO GUADUAS FUND, for the term of the CONTRACT plus two (2) additional
years starting on the expiration date of the term or of its extensions, if any.
The auditing right to which GHK is entitled pursuant to this clause shall not
include the ADMINISTRATOR'S industrial secrets, formulas or processes, nor the
components of the profits fixed rates or margins of the ADMINISTRATOR.

21.2 During such term, GHK is expressly authorized by the ADMINISTRATOR to
inspect its accounting books and other records and correspondence, in order to
verify the accuracy of this CONTRACT's related accounts, at GHK's cost,
foreseeing however that the ADMINISTRATOR shall be entitled to exclude any
record associated to any patented material and industrial secrets, formulas or
processes based on such inspection. For this end, GHK shall notify the
ADMINISTRATOR of its intention to conduct an inspection indicating the causes or
reasons justifying such inspection. In the event inaccuracies are demonstrated
in the accounts object of inspection, the parties commit to make the necessary
adjustments.

TWENTY-TWO. PERMITS AND LICENSES.-

The ADMINISTRATOR shall be solely responsible for the obtainment of the permits,
licenses and certifications necessary for works of the project, different from
the ones GHK has already obtained and that have been mentioned in ANNEX 1 of the
CONTRACT.

TWENTY-THREE. PROHIBITIONS AND EXPRESS OBLIGATIONS.-

THE ADMINISTRATOR and its personnel commit expressly to:

23.1 Strictly comply with the legal and regulatory provision, the rules and
regulations and industry rules and regulations that are applicable and the
regulations set forth by GHK at the SITE OF THE WORKS and to abstain from
conducting unlawful activities.

23.2 Supply all the elements necessary for the compliance of duties by
employees, subordinates, agents or SUBADMINISTRATORS employed for the
development of the present CONTRACT.

23.3 Commits not to incur, among other things, in some of the behaviors
described below:

a.  To make, tolerate or omit any thing, unjustifiably invoking or giving in to
    threats on the part of organized criminals or of guerilla groups.
<PAGE>   21
                                                                              21


b.  To receive, supply, administer, invest, fund, transfer, keep, transport,
    store or preserve money or goods coming from or with destination to the
    organized criminal or guerilla groups.
c.  To collaborate or to assist organized criminal or guerilla groups.
d.  To build, assign, rent, make available to, facilitate or transfer goods to
    be destined for concealment of people or the deposit or storage of
    belongings of the organized criminal or guerilla groups.
e.  To paralyze, to suspend or to significantly diminish the compliance with
    their contractual obligations in following the instructions of organized
    criminals, of guerilla groups or of their members.

23.4 To the extent applicable to the contracted service, the ADMINISTRATOR shall
keep an inventory of the minimum original spare parts necessary for the proper
operation and maintenance of its machinery, equipment and tools and shall
conduct the servicing and repair of the machinery, tools and equipment it
supplies and uses for the execution of the CONTRACT; and furnish the fuels and
lubricants required for their operation during the term of the CONTRACT. In the
event of damages to the machinery, tools or equipment, the ADMINISTRATOR shall
repair or replace them if required, in a term not exceeding seventy two (72)
hours starting on the moment the damage is experienced.

23.5 To the extent applicable to the contracted service, strict compliance with
the agreements or contracts signed with third parties for the supply of
machinery, equipment or services

23.6 Watching over and transporting, at its own risk, and taking care and
providing in general a proper management of personnel, material and equipment
associated with the object of the CONTRACT, during their mobilization from the
ADMINISTRATOR'S headquarters to the SITE OF THE WORKS, and during the return to
their headquarters from the SITE OF THE WORKS.

23.7 Providing food, transportation and housing for its personnel during the
term of the CONTRACT.

23.8 Attending the claims and demands directly or indirectly associated with the
CONTRACT, filed against it, and reporting them in detail to GHK in the three (3)
days following the date it learned about them.

23.9 Reimbursing the costs GHK pays whenever it is necessary to resort to
another company for the execution of the duties by the ADMINISTRATOR, for total
or partial non-compliance by the ADMINISTRATOR, provided the ADMINISTRATOR
omitted to remedy any non-compliance, once having received notification from GHK
on this matter. These costs may be discounted directly by GHK from any pending
balance of payment in favor of the ADMINISTRATOR.
<PAGE>   22
                                                                              22


23.10 The ADMINISTRATOR commits that its SUBADMINISTRATORS include in their
contracts a clause not holding GHK, its subsidiaries, branches and main offices,
responsible, and shall comply with the specifications of this CONTRACT in
relation to liabilities and insurance.

23.11 The ADMINISTRATOR commits to conduct the technical and administrative
supervision of the works to verify compliance with the specifications foreseen
in GHK's tender request, as well as the drawings and budget approved by GHK.

23.12 The ADMINISTRATOR commits to purchase the materials, elements and
equipment for the project, under the most favorable conditions for GHK regarding
quality and price, transferring to GHK the benefit of all discounts, commissions
and rebates obtained.

23.13 Should any of the above behaviors be not complied with, the ADMINISTRATOR
authorizes GHK to unilaterally terminate the CONTRACT and the ADMINISTRATOR
understand having not complied with it, provided it has notified the
ADMINISTRATOR of its non-compliance and the latter has not made the necessary
corrections once the term granted for this purpose has elapsed.

GHK

23.14 GHK will commit with the ADMINISTRATOR to deliver,,where possible, a Right
of Way of twelve (12) meters of width in the rourte. GHK will commit to do all
the activities to authorize the aces to the CONTRATORS to the areas as required
by the project. The ADMINISTRATOR declares to know the status of the Right of
Way the date of signature of this CONTRACT and have included this in his work
program.

23.15 GHK will provide the ADMINISTRATOR with his security system including
support by the public force at the project's working fronts, in order to provide
the physical security of the project during its construction phase. Likewise,
commits to notify the ADMINISTRATOR, when for special reasons the temporary
withdrawal of the public force is determined. The ADMINISTRATOR must appoint a
security coordinator and designate the transportation elements agreed in the
Security Plan to support he Army.

23.16 GHK will commit to provide the resources to feed the OLEODUCTO GUADUAS
FUND in the terms and conditions indicated in ANNEX 7 of this CONTRACT. GHK wilL
exonerate the ADMINISTRATOR and will assume in fornt of suplieres and
CONTRACTORS for any dely in the provision of the resources.

TWENTY-FOUR. POLICIES.-
<PAGE>   23
                                                                              23


24.1 The ADMINISTRATOR commits with GHK to effect the following policies, to the
extent they are applied to the contracted services:

a.  Guarantee Policy for the performance of the CONTRACT for an insured value of
    FIVE HUNDRED THOUSAND DOLLARS (US$ 500,000), that guarantees its faithful
    execution and compliance. The policy shall be in force during the term of
    the CONTRACT and that of its extensions, if any, and for one (1) additional
    month.

b.  Performance Bond for Payment of Wages, Indemnities and Fringe Benefits: the
    policy's minimum insured for an insured value of FIFTY THOUSAND DOLLARS (US$
    50,000), in order to guarantee the payment of wages, fringe benefits, claims
    or indemnities resulting from the execution of the CONTRACT. The policy
    shall be in force since the initiation of the CONTRACT, during its term an
    that of its extensions, if any, and for three (3) additional years, starting
    on the termination date of the CONTRACT. The establishment of this policy
    does not exempt the ADMINISTRATOR from the responsibility of paying the
    wages, indemnities and benefits to its workers, pursuant to the law and in
    this CONTRACT.

c.  Civil Liability and Damages to Third Parties General Policy: for an insured
    value of THREE HUNDRED THOUSAND DOLLARS (US$ 300,000), in force during the
    term of the CONTRACT, and of its extensions if any, and for two (2)
    additional months, as of its termination. The policy shall include coverage
    for land, tasks, operations, employer, not owned vehicles and excess of own
    vehicles.

d.  Quality and Stability of the Executed Works Policy: for an amount equal to
    ten percent (10%) of the estimated value of the CONTRACT and for a
    three-year term following the expiration of the term herein stipulated,
    including the enlargements that may be agreed upon

e.  Guarantee Policy for the management of the OLEODUCTO GUADUAS FUND for an
    insured value of ONE HUNDRED THOUSAND DOLLARS (US$ 100,000) payable a the
    exchange4 rate of the date of issue of the Policy and during the same term
    of the Guarantee Policy for the performance.

24.2 The policies required in this clause shall be effected by the ADMINISTRATOR
with an insurance company legally established in the country and acceptable to
GHK, in the first five (5) calendar days following the signature of the present
CONTRACT. The policies are primary and shall not contribute to any of GHK's
insurances.
<PAGE>   24
                                                                              24


24.3 The ADMINISTRATOR authorizes GHK to withhold any payment until all the
insurance policies required by herein have been satisfactorily submitted to GHK.

24.4 All the policies required herein, except for the life insurance policy,
shall include clauses with the following contents:

a.  The insurance company expressly waives the right to subrogate against GHK,
    its headquarters, affiliates or subsidiaries, insuring companies and
    associates.
b.  The insurance company commits to notify GHK in writing, at least thirty (30)
    calendar days in advance of any modification to the terms of the policy or
    of its cancellation.
c.  The insurance company shall include GHK, its affiliates and successors, its
    employees, agents and associates as additional insured;

24.5 GHK shall never be liable for the deductible limits or limitations to the
conditions established in the ADMINISTRATOR'S policies. The ADMINISTRATOR shall
demand from its SUBADMINISTRATORS the same position on the insurance, as
applicable. The ADMINISTRATOR will be the only one responsible should the
coverage experience deficiencies. Each and all deductibles in the policies shall
be borne by the ADMINISTRATOR and he shall be solely liable for them.

24.6 Any indemnity that is received or drawn to the name of the ADMINISTRATOR,
resulting from claims filed him, under policies effected by CONTRACTORS, shall
be assigned to GHK. GHK shall not require from the ADMINISTRATOR policies for
the same concept, except that these must operate exceeding those of the
CONTRACTORS.

The ADMINISTRATOR shall see that CONTRACTORS will open upon the signature of
contracts, as a minimum, the following policies which shall be constituted
within the first five(5) days following the contract signature with an insurance
company legally established in Colombia. The CONTRACTORS shall give the
ADMINISTRATOR the original of the Policies together with the payment certificate
for each of them.


     a.  Guarantee Policy for the performance of the CONTRACT for a value of ten
         percent (10%) of the value of the respective contract in the same terms
         of the one for the ADMINISTRATOR. Any penalty or penalty clause made
         effective to the CONTRACTOR shall be sent to GHK.

     b.  Performance Bond for Payment of Wages, Indemnities and Fringe Benefits
         in the same terms of the one for the ADMINSISTRATOR and for a value of
         : of ten percent (10%) of the value of the respective contract.
<PAGE>   25
                                                                              25


     c.  Collective Life Insurance Policy: pursuant to Law 100 of 1.993 and
         other regulations that supplement it, add to or reform it, for all the
         ADMINISTRATOR'S personnel destined to the execution of this CONTRACT
         that has not quoted at least twenty-five (25) weeks in the social
         security system for the pension risk and that covers the risk of death.
         The policy shall include an annex granting automatic coverage for all
         the personnel working in the development of the present CONTRACT. In
         the event of non-compliance, the ADMINISTRATOR is authorized to
         purchase this policy from an insurance company charging the value to
         the CONTRACTOR, plus a fifteen (15%) percent administrative fee. The
         purchase of this Policy does not liberate the responsibility of the
         CONTGRATROP to affiliate his employees to a Social Security system.

     d.  Vehicles Policy. - In the event it is necessary to use vehicles for the
         execution and compliance of the present CONTRACT, the CONTRACTOR shall
         obtain or submit, if already existent, a policy for each vehicle
         covering them, whether own vehicles or vehicles under its
         responsibility. This policy shall cover third party and passengers
         civil liability, including medical expenses for the maximum allowable
         limit under the Colombian tariff. This insurance shall include damage
         and theft coverage for the vehicles to be used. In the event the
         ADMINISTRATOR does not take this damages and theft coverage, it shall
         certify in writing to the ADMINISTRATOR that it will directly assume
         all the risks and costs that could arise from the damage or theft of
         such vehicles.

     e.  Equipment and Machinery Policy - In the event it is necessary to use
         the equipment and machinery for the execution and compliance of the
         present CONTRACT, the CONTRACTOR shall establish an all risk policy
         covering , total replacement value and loss of the equipment and
         machinery for the development of the works and/or services described
         herein. The policy shall cover both the equipment and the machinery
         owned by the ADMINISTRATOR as well as those belonging to third parties
         under its responsibility. Such policy shall be in force during the term
         of the CONTRACT and of its extensions, if any, and shall eliminate
         exclusions for strike, riots, ill intentioned acts, civil commotion,
         terrorism, vandalism, flooding and earthquake.

TWENTY-FIVE. FORCE MAJEURE AND ACT OF GOD -

25.1 The PARTIES shall comply with all the obligations stemming from this
CONTRACT. In the event of a non-compliance of any of them the PARTIES shall
<PAGE>   26
                                                                              26


incur liability, except if caused by a duly verified force majeure or act of
God. Force majeure and acts of god as understood as unforeseeable events
impossible to face..

25.2 Force majeure and acts of god shall be those unforeseeable events
impossible to face. Thus, whenever any of the parties are affected by force
majeure circumstances preventing them from or delaying them in the compliance of
this CONTRACT, it shall notify the other party in writing, attaching the
evidence of the force majeure or act of god events and once such evidence is
accepted, the terms of the Contract may be suspended or the relevant corrective
measures may be adopted. Should the force majeure be of such nature that would
lead to consider the advisability to terminate this CONTRACT, the parties shall
so record it in writing and the termination, for this reason, shall be
understood as fair cause and shall give rise to no compensation for damages.

25.3 Nonetheless, the following constitute exceptions to force majeure and,
thus, are risks whose effects are personally assumed by the ADMINISTRATOR:

a.  Threat of terrorist acts.
b.  Labor strikes, lock-outs or disturbances in general and by ADMINISTRATOR'S
    officials.
c.  The normal variation in climatic conditions, including the floods that take
    place at the Contract's execution area. Normal variation is understood as
    changes in temperature, the rainy season, that of drought or summer, etc.,
    that usually happen every year at the area where works and/or services are
    being conducted or provided.

TWENTY-SIX. CONFIDENTIALITY. -

26.1 All the information exchanged between the PARTIES in the development of the
present CONTRACT is reserved and confidential. The ADMINISTRATOR commits to keep
the most strict reserve on the information and not to disclose all or part of
the information it may access by virtue of the present CONTRACT, or that has
been received or learned by the ADMINISTRATOR directly from GHK or from other
ADMINISTRATORs or consultants or originated otherwise and obtained by the
ADMINISTRATOR and/or by the members of its personnel, in connection with or as a
result of the performance of works an provision of services object of this
CONTRACT, to third parties other than GHK or to use it for purposes different to
the compliance of this CONTRACT'S object. Any information provided by GHK
pursuant to the present CONTRACT shall be the exclusive property of GHK.

26.2 There will be no confidentiality obligation regarding the information that:

a.  Is or becomes part of the public knowledge not being the ADMINISTRATOR'S
    fault, or of the members of its personnel.
<PAGE>   27
                                                                              27


b.  Is received from a third party without any confidentiality obligation; and
c.  Is in possession of the ADMINISTRATOR before date this CONTRACT comes into
    force and is not received in compliance with this CONTRACT.

26.3 This confidentiality obligation and the responsibilities arising from its
non-compliance extend to all personnel, employees, , subordinates and agents of
the ADMINISTRATOR for a three-year (3) term as of the expiration date of the
present CONTRACT or of any of its extensions, if any.

26.4 The ADMINISTRATOR and its personnel shall not use GHK'S name or the name of
any of GHK's affiliates or subsidiaries in promotional material or making
advertising regarding services provided herein or regarding the information,
without prior written authorization by GHK. Likewise, the ADMINISTRATOR is bound
not to advertise or make any type of statements involving GHK, its associates or
the association, or the project on which it is working. Non-compliance of what
this clause stipulates shall be fair cause for termination of the CONTRACT,
being GHK entitled to the indemnities established by the law.

26.5 The ADMINISTRATOR recognizes that all confidential, technical or commercial
material, acquired or used in the execution of this CONTRACT shall be returned,
including but without limiting to: maps, registrations, films, reports and
communications in general, shall be the property of GHK and shall be returned
immediately after no longer being required and, at the latest, upon the
termination of the CONTRACT.

26.6 The ADMINISTRATOR commits with GHK to indemnify it for all the damages
caused by the violation of what is herein stipulated.

TWENTY-SEVEN. CONFLICT OF INTERESTS AND BUSINESS ETHICS. -

27.1     GHK has in place a policy on business ethics aiming mainly at:.

a.  Maintaining proper internal controls.
b.  Having proper records and reports of all transactions.
c.  Complying with all relevant laws.

27.2 GHK trusts the ADMINISTRATOR'S internal control systems are adapted to
     fully and truly show both the facts and the accuracy of the financial data
     or of any other nature submitted to GHK..

27.3 The ADMINISTRATOR shall not be authorized at all to use GHK'S name, nor to
     perform on behalf of GHK any type of acts that may give rise to inaccurate
     information regarding assets, liabilities or other transactions, or that
     may violate the respective relevant law.
<PAGE>   28
                                                                              28


27.4 In the execution of this CONTRACT the ADMINISTRATOR shall communicate GHK
all the information it may obtain indicating a deviation from the behavior
indicate in this clause.

27.5 The ADMINISTRATOR shall pay no bonus, commission and shall not provide
GHK's employees or third parties with objects of value; the ADMINISTRATOR shall
neither make business with persons, implying direct or indirect beneficial
results for any of GHK's employees.

TWENTY-EIGHT.  FINES AND PENALTY CLAUSE. -

28.1 In the event of non-compliance by the ADMINISTRATOR and/or the non delivery
of the works that constitute the critical path of the project in the 120
calendar days foreseen herein, at GHK's satisfaction pursuant to ANNEX No. 1,
the ADMINISTRATOR shall pay the fines imposed on him for this reason, for a
daily amount of TWENTY THOUSAND DOLLARS (US$ 20,000) converted to Colombian
pesos at the exchange rate of the date in which GHK requires the payment, for
each day of delay, without exceeding THREE HUNDRED THOUSAND DOLLARS OF THE
UNITED STATES OF AMERICA (US$ 300,000). If after fifteen (15) days of the
expiration of the term stipulated the ADMINISTRATOR has not satisfactorily
delivered the project pursuant to ANNEX No. 1, he will cease to pay the fine and
shall be liable for a penalty clause for an amount of TWO HUNDRED THOUSAND
DOLLARS (US$ 200,000) converted to Colombian pesos a the exchange rate of the
payment date, and with this he will not be exonerated to complete the Project.
Critical path shall be understood as the mechanical termination of the project,
implying that the pipeline is operational.

28.2 If the ADMINISTRATOR fails to deliver on time the works that are activities
that do not make part of the project's critical route, at GHK's satisfaction, as
provided in ANNEX No. 1, the ADMINISTRATOR shall pay GHK a daily fine equivalent
to ten percent (10%) of the value of the works pending to be executed.


28.3 The ADMINISTRATOR authorizes GHK to deduct the previous amounts from the
pending payments to the ADMINISTRATOR, from the withholding as guarantee or to
be compensated with any other due and callable obligation, as well as to making
an mandatory collection without any legal requirement.

28.3 For the payment of the fine or penalty foreseen in the present clause, the
main obligation is not eliminated, under the terms of article 1594 of the Civil
Code.

TWENTY-NINE. - SUSPENSION

29.1 GHK may, at any time and for any reason, fully or partially suspend the
execution of the project, through written notice provided to the ADMINISTRATOR
at least three (3) days in advance to the date the suspension occurs, indicating
<PAGE>   29
                                                                              29


the causes for said suspension. In the suspension notice GHK shall state the
equipment and materials that shall remain at the SITE OF THE WORKS and shall
agree with the ADMINISTRATOR on the personnel to stay. GHK shall recognize 100%
of the wages for skilled personnel located at the SITE OF THE WORKS and attached
to this CONTRACT and 50% of the cost of the equipment located at the SITE OF THE
WORKS and destined for the execution of this CONTRACT (not including
maintenance, fuel, lubricants) for a maximum of up to seven (7) calendar days
after the suspension starts, after which GHK shall evaluate the possibility to
extend it or to terminate the CONTRACT.

29.2 The ADMINISTRATOR shall suspend the CONTRACT starting on the date the
suspension occurs and shall abstain itself from placing additional orders for
inputs, equipment and materials, considering the party affected by the
suspension.

29.3 The ADMINISTRATOR shall not be entitled to any indemnity or to an extension
of the term when the suspension has been caused by any of the causes imputable
to the ADMINISTRATOR.

29.4 The ADMINISTRATOR shall be entitled to no indemnification at all, nor to a
term extension, whenever said suspension has been produced by causes imputable
to the ADMINISTRATOR.

29.5 The suspension shall extend the term of the CONTRACT for the same term the
suspension lasts.

29.6 The suspension's cost shall not make part of the PROJECT'S COST for the
calculation of the bonus or of the PLUS foreseen herein.

29.7 If the suspension is the result of GHK's decision, it shall bear the cost
for the demobilization of equipment and for the termination of the contracts,
when relevant.

29.8 The ADMINISTRATOR may request the suspension of the CONTRACT three(3) days
in advance, citing non-compliance of obligations by GHK.

CLAUSE THIRTY. TERMINATION OF THE CONTRACT. -

30.1 The ADMINISTRATOR agrees to and authorizes GHK to terminate the present
CONTRACT in the following events:

a.   The unilateral without fair cause termination decision by GHK, at any time.
     Prior to the expiration term, notifying the ADMINISTRATOR in writing
     fifteen (15) calendar days in advance. In this event GHK shall have to
     indemnify the ADMINISTRATOR for the amount of THREE HUNDRED THOUSAND
<PAGE>   30
                                                                              30


     DOLLARS OF THE UNITED STATES OF AMERICA (US$ 300.000) payable in Colombian
     pesos, converted at the exchange rate certified by the Banking Inspection
     Office, for the day in which the ADMINISTRATOR submits the respective
     invoice to GHK..
b.   Voluntary or forceful dissolution or liquidation of the ADMINISTRATOR.
c.   Financial inability or notorious insolvency of the ADMINISTRATOR, which
     will be assumed when the ADMINISTRATOR stops paying its obligations or its
     property is fully or partially attached.
d.   Should the execution of the CONTRACT be unsatisfactory in GHK's opinion
e.   Should the CONTRACT be subject to administrative intervention.
f.   Negligence of the ADMINISTRATOR in the compliance of the object of this
     CONTRACT.
g.   When the ADMINISTRATOR omits or delays the compliance of the obligations
     that the law, the CONTRACT and the Collective Bargaining impose on him as
     only employer of its workers.
h.   For not restarting the CONTRACT immediately and under the conditions that
     the written notification by GHK indicates for restart.
i.   For not effecting the policies foreseen herein in the stipulated term, or
     not making the modifications GHK requires within the term granted for such
     purpose.

30.2 In the event any of the situations foreseen in this number arise, GHK may
terminate the CONTRACT, entitled to the indemnities and the actions authorized
by the law.

30.3 The ADMINISTRATOR commits to return to GHK, on the five (5) days following
the CONTRACT termination notice, the documents (in writing or in magnetic
media), files and other materials it received in order to provide the services.

30.4 The ADMINISTRATOR expressly agrees and authorizes that in the event the
CONTRACT is terminated for any of the causes stipulated in items b) through i)
of number 30.1, considered as fair causes for termination, this shall give rise
to no payment at all as indemnification in favor of the ADMINISTRATOR., and the
only obligation by GHK shall be the payment to the ADMINISTRATOR of the services
and/or works requested, satisfactorily executed and received at GHK's
satisfaction until the effective termination date.

30.5 The PARTIES may, by mutual consent, terminate the present CONTRACT prior to
its expiration. In this event, the CONTRACT'S PLUS shall be paid in a proportion
equal to the work satisfactorily completed by the ADMINISTRATOR and received at
GHK's satisfaction until the CONTRACT'S effective termination date.

30.6 If for any of the causes foreseen in this clause the CONTRACT is terminated
and the executed cost is lower than NINE MILLION NINE HUNDRED
<PAGE>   31
                                                                              31


THOUSAND DOLLARS (US$ 9.900.000.oo), the payment of the bonus foreseen herein
shall not apply.

THIRTY ONE. NON EXCLUSIVITY. -

It is understood, as far as applicable, that GHK shall not be bound through this
CONTRACT to require exclusive services from the ADMINISTRATOR.

THIRTY TWO. ASSIGNMENT. -

32.1 The ADMINISTRATOR shall not assign or subcontract, fully or partially, the
execution of the CONTRACT, and shall not execute it through a third party,
regardless of the legal form it uses, without prior written authorization by GHK
and the express acceptance of the third party assignee of all the obligations
and liabilities. GHK may assign it at any time, to a person or group of persons
with equal economic solvency as GHK. GHK shall preserve the obligation to
respond for the payment to the ADMINISTRATOR in connection with those works
associated to this CONTRACT, that have been satisfactorily completed by the
ADMINISTRATOR and received by GHK prior to the assignment date.

32.2 In the event of assignment, the assignor and the assignee shall be jointly
and severally liable before GHK for all the obligations stemming from this
contract.

THIRTY-THREE. EXPENSES AND TAXES. -

33.1 Every national, expense, rate, contribution or tax (such as the income tax,
the remittances tax, etc.), or departmental or municipal (such as the ICA),
arising from the granting, legalization, execution and compliance with this
CONTRACT or its extensions, if any, (including stamps tax) shall be solely borne
by the ADMINISTRATOR. Since this contract is of undetermined value, the stamp
tax will be determined and retained by GHK as it is caused on the PLUS of the
CONTRACT.

33.2 The ADMINISTRATOR states knowing the existing tax regulations and, in
particular, those related to withholding at the source for all types of taxes,
as applicable to the CONTRACT, as well as those related to income taxes and
foreign remittances, in the event of payments in foreign currencies, without
prejudice of the existing exchange rate provisions. Likewise, it shall accept
every new provision and/or any modification arising from the new legal systems
mentioned and that affects the terms of this CONTRACT.

33.3 GHK reserves the right to adjust withholding, according to the law. In the
event GHK had applied these incorrect rates and/or had made advance payments,
<PAGE>   32
                                                                              32


the ADMINISTRATOR authorizes GHK to discount from the pending payments in the
CONTRACT or in other existing contracts, the value corresponding to those
adjustments. Delinquent interests and other penalties imputable to GHK for the
incorrect application of the withholdings, shall be borne by GHK. When as a
result of the adjustment or liquidation of withholdings at the source and/or of
any other kind of tax, balances in favor of GHK arise and cannot be deducted
from pending payments to the ADMINISTRATOR, it shall pay them in the thirty (30)
calendar days following the notification by GHK, under penalty of 2% delinquent
interests per month.

33.4 The stamps tax originated by the CONTRACT, its amendments and additional
clauses, and the invoices shall be borne by the ADMINISTRATOR and shall be
withheld at the source by GHK, according to the existing tax regulations.

33.5 In the events disputes arise between the ADMINISTRATOR and GHK on the
bases, rates, concepts or amounts of the withholdings, sales , stamps or any
other type of taxes to be applied to the CONTRACT, the PARTIES accept abiding by
the official opinion issued on the matter by the National Tax Agency. However,
GHK reserves the right to apply its criterion until the official opinion is
issued.

THIRTY-FOUR. WAIVER TO REQUIREMENT'S FORMALITIES.-

The PARTS expressly waives from now on the formalities of the requirement to be
established as delinquent in the event of a delay or omission in the compliance
of the obligations assumed herein. Therefore, expressly accepts the simple
written communication by GHK or the simple communication made before the
competent judge, in order to exercise its rights.

THIRTY-FIVE. APPLICABLE LAW, DOMICILE AND CONTRACTUAL LANGUAGE. -

35.1 The present CONTRACT shall be interpreted pursuant to the laws of the
Republic of Colombia.

35.2 The DISPUTES or controversy that arise between the parties as a result of
the present CONTRACT and its execution, interpretation, development, termination
or liquidation, and that may bot be settled by mutual consent as described in
the previous item, shall be subject tot he decision of an Arbitration Court made
up by three (3) arbitrators appointed by mutual consent by the parties,
according to the regulations of the Code of Trade and the special decrees on
Arbitration Courts.- in the event the parties cannot reach an agreement, the
arbitrators shall be appointed by the Trade Arbitration and Settlement Center of
the Bogota Chamber of Commerce, upon previous request submitted by any of he
PARTIES. The court thus established, shall meet at the facilities of the Trade
Arbitration and Settlement Center, and shall subject itself to the existing
legislation and shall issue their opinion in law. Each PARTY shall bear the
costs
<PAGE>   33
                                                                              33


and expenses of all lawyers, consultants, advisors, witnesses and employees
hired for this purpose, for any DISPUTE remitted to a arbitration court and the
costs ands expenses of the court shall be shared by the Parties in equal parts.

35.3 In the event a DIFFERENCE between the PARTIES cannot be settled pursuant to
number 29.2 and is a technical DIFFERENCE, the PARTIES shall appoint a technical
expert to settle it. In the event the PARTIES cannot reach an agreement to
appoint the technical expert in the five (5) days following the failure of the
procedure mentioned in the previous number, then the Sociedad Colombiana de
Ingenieros shall appoint the mentioned expert in the ten (10) days following the
date the request is made.

35.4 Once the technical expert is named:

a.  The technical expert thus appointed shall issue his opinion, with due bases,
    in the thirty (30) calendar days following his appointment. Likewise he
    shall determine the place and term to receive the positions and report by
    the PARTIES and to conduct the hearings required. Upon the request of the
    experts the PARTIES may run an extension of the indicated term

b.  The PARTIES commit to provide the technical expert with all the evidence and
    information they have and under their control, and that the technical expert
    may consider necessary for the decision on the technical difference, or that
    are relevant and are associated with the issue to be settled, that shall be
    mutually divulged and without delay.

c.  The technical expert shall name the consultants and advisors he deems
    necessary to adopt his opinion. The PARTIES shall cooperate and shall focus
    and limit the issues to be settle.

d.  If in the thirty (30) calendar days following his appointment, or once the
    extension term the PARTIES grant expires, whichever is the case, the
    technical expert has not issue his opinion, upon the request of any of the
    PARTIES a new technical expert may be appointed and the existing technical
    expert's appointment shall be terminated for the purpose of deciding on the
    technical difference, except if the existing technical expert issues his
    opinion with full reasons prior to the appointment of the new technical
    expert. Such opinion shall have effect and the proposed appointment for the
    new technical expert shall not be mandatory.

e.  Except for cases of fraud or substantial errors, the technical expert's
    opinion shall be final and compulsory for the PARTIES; and

f.  Each PARTY shall bear the costs and expenses of all its lawyers,
    consultants, advisors, witnesses and employees contracted by the PARTY , in
    the event of any technical differences remitted to a technical expert, and
    the cost and the expenses of the latter shall be share by the PARTIES in
    equal parts.
<PAGE>   34
                                                                              34


35.5 For all the legal purposes, the PARTIES designate as their contractual
domicile the city of Bogota.

35.6 The PARTIES expressly agree that the Spanish version shall govern the
present CONTRACT.

THIRTY- SIX- AUTHORIZED REPRESENTATIVES OF THE PARTIES. -

36.1 The ADMINISTRATOR shall appoint, before starting rendering the services or
executing the works, and shall notify GHK in writing, an authorized
representative who shall assume the representation of the ADMINISTRATOR and
shall be responsible for the works and/or services of the ADMINISTRATOR under
the terms and conditions of this CONTRACT. Any instruction given to such
representative shall be consider as given by the ADMINISTRATOR. The latter may
only substitute its representative with prior written authorization by GHK.

36.2 Likewise GHK reserves the right to request from the ADMINISTRATOR the
substitution of such representative or of any personnel when deem necessary and
without justifying its reasons, with the corresponding obligation by the
ADMINISTRATOR to proceed to such immediate removal and its replacement shall be
made in a maximum of four (4) calendar days. The representative shall be present
or shall be duly represented at all times, at the site of the works or services,
while being executed.

36.3 GHK shall designate one or more authorized representatives to receive
communications and issue instructions to the ADMINISTRATOR and to represent it
in all the issues related to this CONTRACT. GHK shall communicate the
ADMINISTRATOR in writing the name (s) of the representative (s) it designates,
as well as any other change in such designation. All the communications related
to this CONTRACT, made through the authorized representatives of the PARTIES,
shall be made in writing and in Spanish.

36.4 The ADMINISTRATOR shall conduct no activities on behalf of GHK and shall
not perform acts on its behalf, except for those set forth in the scope of the
present CONTRACT.

THIRTY SEVEN. - SECURITY MEASURES

37.1 The ADMINISTRATOR and its personnel shall strictly comply with all GHK'S
security regulations. The ADMINISTRATOR, should GHK request it, shall provide
full identification of all persons before being admitted to the SITES OF THE
WORKS.

37.2 The ADMINISTRATOR shall learn and comply with the Health, Industrial
Safety, Environment and Physical Security Policies (HSE) in Annex No. 3.
<PAGE>   35
                                                                              35


37.3 The ADMINISTRATOR commits to comply with all the Security regulations and
procedures issued by GHK, contain in the "Security Manual" and in the "Corporate
Security Policies" of Annex No. 4. Likewise it commits to report any
irregularity, incident, information or observation it has and that may
contribute positively to the company's security or prevent risk, danger or
threat situations of any nature.

THIRTY EIGHT. -  OTHER CONTRACTS. -

38.1 GHK reserves the right to subscribe and to execute other contracts related
to the object of this CONTRACT. The ADMINISTRATOR shall then provide the
necessary collaboration to GHK and GHK ADMINISTRATORs working at the SITE OF THE
WORKS, to ensure all parts of the services are being provided, that they are
properly integrated with other materials, equipment and services provided by GHK
or by a ADMINISTRATOR, and for GHK'S general program to be complied with.

38.2 In the event the ADMINISTRATOR has a claim regarding lack of cooperation by
other ADMINISTRATORS (different from those under his responsibility) at the SITE
OF THE WORKS, it shall immediately report GHK in writing on this specific event
so that GHK may determine the actions to be followed.

THIRTY NINE.. - MODIFICATIONS. -

39.1 The PARTIES agree that any modification or addition to the present
CONTRACT, after its commencement, shall be recorded in writing through an
additional clause, stating it is a modification to the CONTRACT and shall be
signed by the Legal Representatives of the PARTIES.

39.2 The modifications to the CONTRACT made by an unauthorized official, agent
or employee of the ADMINISTRATOR, whether in written form or verbally, shall
have no effect..

FORTY. - MISCELLANEOUS PROVISIONS. -

40.1 In the event one or more of the provisions herein included were judge us
void or ineffective, such nullity or ineffectiveness shall not affect any other
provision herein, and shall be interpreted as if such provision had never been
therein contained.

40.2 No requisite or requirement in this CONTRACT shall be considered as
exempted by GHK, unless such exemption is made in writing and notified to the
other PARTY. The simple exemption by GHK of a non-compliance or violation of any
provision herein shall not be interpreted as an exemption of any later
non-compliance or violation.
<PAGE>   36
                                                                              36


40.3 The heading used in the text of this CONTRACT only serve as reference and
shall not be considered to interpret and enforce this CONTRACT.

FORTY-ONE . CORRESPONDENCE AND NOTIFICATIONS. -

41.1 Any notice or communication required or that one of the PARTIES serves the
other in development of this CONTRACT shall be made in writing to the following
addresses:

GHK shall be served notice at Calle 114 No. 9-01 Torre A Oficina 707 of the city
of Bogota.

41.2 In the event of address change, the PARTY to change, shall make previous
and written notice of such modification to the other PARTY.

In witness whereof it is signed in two copies with the same content and value
Bogota D.C., on ___________________ (2.000).


GHK                                              THE ADMINISTRATOR:


----------------------------                     -------------------------------
CLAUDIA MILENA VACA M                            RAFAEL DELGADO GONZALEZ
C.C.                                                     C.C.
Legal representative                                     Legal representative


<PAGE>   37
                ADDITIONAL CLAUSE NO. 1 TO GHK'S CONTRACT 018-00
                            CONTRACTOR: COSACOL LTDA.

                               CONTRACT GHK-018-00

                           ADMINISTRATOR:COSACOL LTDA.


GHK COMPANY COLOMBIA, TIN 08001854403, branch office of a foreign corporation
legally organized under the laws of Colombia through Public Deed No. 0118 of
January twenty one (21) of 1993 of the Sixteenth (16) Notary Public's Office of
Santafe de Bogota, with domicile in Santafe de Bogota (hereinafter called
"GHK"), represented in this act by its Legal representative, Claudia Milena
Vaca, identified as shown below her signature, acting with the power to commit
GHK in this Contract and COSACOL LTDA, corporation organized through Public deed
No. 2199 of 24 of November of 1994 , with domicile in Bogota, (hereinafter
called the "ADMINISTRATOR"), represented in this act by its Manager and Legal
Representative Rafael Delgado Gonzalez, identified as shown below his signature,
acting with the power to commit the ADMINISTRATOR in this CONTRACT, as recorded
in the Legal Incorporation and Representation Certificate attached and making
integral part herein, have entered the present additional clause No. 1 to
Contract No. 018-00 signed on December 19, 2000, governed by the following
clauses:

ONE: Number 1.16 of the First Clause of Contract 018-00 shall read as follows:

1.16 REAL COST: Summation of the DIRECT and INDIRECT COSTS approved by GHK en
effectively invoiced and reimbursed, plus the PLUS, plus the taxes to be paid by
the project.

TWO: Number 4.2 of Clause Four of Contract No. 018-00 shall read as follows:

4.2  The REAL COST shall be determined by the summation of the PROJECT COST and
     the PLUS agreed upon for the ADMINISTRATOR according to the percentage
     stipulated in the previous clause, plus the taxes to be paid by the
     project. The calculation of the REAL COST, in order to determine the bonus
     or penalty stipulated in Clause 10 herein, will be made in US dollars and
     will take into account:

     a.   The payments made in Colombian pesos and that are part of the PROJECT
          COST, including taxes arising from such payments, shall be converted
          into US dollars at the exchange rate certified by the
          "Superintendencia Bancaria" at the date of the invoice of the
          respective CONTRACTOR.
<PAGE>   38

     b.   The PLUS, which is payable in Colombian pesos, and its corresponding
          IVA, shall be converted into US dollars at the exchange rate certified
          by the "Superintendencia Bancaria" at the date of the invoice by the
          ADMINISTRATOR.


THREE. The terms and conditions not expressly modified by the present additional
clause continue in force.

In witness whereof it is signed in two (2) identical copies in Bogota D.C., on
December   , 2.000.


GHK                                       THE ADMINISTRADOR

---------------------------               ------------------------
Claudia Milena Vaca Murcia                Rafael Delgado Gonzalez
C.C.                                      C.C.
Legal Representative                      Legal Representative