MAIN CONTRACT

           in respect of the building, financing and operating of the
                 "Coal-Waste Moscow" waste incineration Complex
                           according to the BOOT model

                                     between

            the Government of the City of Moscow, Russian Federation
                     represented by the First Deputy Premier
                    of the Government of the City of Moscow,
              Mr. Boris Vassilyevich Nikolsky, acting on the basis
                       of the Constitution of the City of
                 Moscow and the powers of attorney in accordance
                    with Resolution No. 860 of the Government
                 of the City of Moscow dated 10th November 1998,
                  "On the realisation of the project to build a
                 waste incineration plant in accordance with the
                offer submitted by the company "THG Ost-West mbH"

                         hereinafter called the "Client"

                                       and

                                THG Ost-West mbH
                               Beisenstr. 39 - 41
                                 45964 Gladbeck
                                     Germany
              represented by the Director, Prof. Dr. Heinz Holter,
                   acting on the basis of the company charter

                     - hereinafter called the "Contractor" -

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                                Table of Contents

       Article 1      Definitions and terms

       Article 2      Subject-matter and general conditions of the Contract
       2.1            Subject-matter of the Contract
       2.2            Project Company (Project Sponsor)
       2.3            Investment Contract
       2.4            Property rights
       2.5            Operation of the Complex
       2.6            Contracts and documents required to implement the Project

       Article 3      General Project implementation terms
       3.1            Technical performance decisions
       3.2            Involvement of third parties
       3.3            Mutual obligation to exchange information

       Article 4      Obligations of the Project Company
       4.1            Securing the Project finance
       4.2            Building permits and operating licences
       4.3            Construction of the Complex
       4.4            Transfer of the Complex to the Client

       Article 5      Operation of the Complex
       5.1            Contract for the Disposal of Municipal Solid Waste
       5.2            Acceptance and processing of the municipal solid waste
       5 3            Supply and disposal of the waste
       5.4            Furnishing of information on the operation of the Complex
       5.5            Commencement  of work on the disposal of  municipal  solid
                      waste
       5.6            Fee for the disposal of municipal solid waste

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        Article 6      Elements and level of the investment costs
        6.1            Basic price
        6.2            Additional costs
        6.3            Annual interest
        6.4            Customs duties and taxes
        6.5            Investment costs
        6.6            Validity of the basic price
        6.7            Payment plan and due dates
        6.6            Currency
        6.9            Documentation

        Article 7      Obligations of the Client
        7.1            Support for the Project Company by the Client
        7.2            Lease agreement for the Moscow site
        7.3            Transfer and preparation of the Moscow site
        7.4            Payback of investment costs
        7.5            Guarantee  of  payment  of the fee for  the  disposal  of
                       municipal solid waste
        7.6            Guarantee  of  acceptance  of  residual  and   recyclable
                       materials

        Article 8      Customs duties and taxes

        Article 9      Changes in the general performance conditions
        9.1            Changes in the costs
        9.2            Changes  in  conjunction  with the  results of  financial
                       engineering

        Article 10     Liability

        Article 11     Regulatory Commission

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        Article 12     Force majeure

        Article 13     Amendments
        13.1           Trustful cooperation

        Article 14     Term and termination of the Contract
        14.1           Term
        14.2           Termination of the Contract for important reasons
        14.3           Consequences of a termination of the Investment Contract

        Article 15     Arbitration

        Article 16     Concluding provisions and Appendices
        16.1           Assignment of claims
        16.2           European Monetary Union
        16.3           Severability clause
        16.4           Appendices
        16.5           Written form
        16.6           Language and number of copies

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                                    Article 1
                              Definitions and terms

The  contracting  parties  have  agreed on the  following  definitions  for this
Contract:

1.1 Municipal solid waste                  solid    waste    from    residences,
                                           commercial       enterprises      and
                                           organisations,   wastes   similar  in
                                           content to domestic waste.


1.2 Coal-waste  systems  technology (CWS)  the  principle of the  combustion  of
                                           waste-derived   fuel  in  a  separate
                                           grate    incinerator   (a   so-called
                                           satellite furnace) and utilization of
                                           the energy inherent in the flue gases
                                           in a conventional power station steam
                                           generator.    This   technology   was
                                           developed  by  the  Holter  group  of
                                           companies  and  enjoys  international
                                           patent protection

1.3 Project                                the  construction  of the "Coal-Waste
                                           Moscow"  Complex for the  disposal of
                                           municipal   solid   waste  using  the
                                           coal-waste     systems     technology
                                           developed  by  Prof.   Dr.   Heinrich
                                           Holter.

1.4 Ryasan power station                   the thermal power station  located at
                                           Ryasan    and    operated    by   OAO
                                           "Ryasanskaya GRES".

1.5 Power station operator                 OAO "Ryasanskaya GRES".

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1.6 Complex                                the entire buildings,  facilities and
                                           equipment located on the territory of
                                           the  City of  Moscow  on the  site of
                                           Ryasan power station for the sorting,
                                           processing,      transporting     and
                                           combusting  of waste  in a  satellite
                                           incinerator  with subsequent  thermal
                                           utilisation  of  the  flue  gas  in a
                                           steam   generator   at  Ryasan  power
                                           station.

1.7 Creation of the Complex                the  construction  of  buildings  and
                                           facilities,  the supply and  assembly
                                           of equipment,  and the  commissioning
                                           of the Complex

1.8 Operating phase                        period from the  commissioning to the
                                           transfer of  ownership of the Complex
                                           to the Client.

1.9 Project Company                        the   Project   Company   "Kohle-Mull
                                           Systemtechnik    Moskau   GmbH"   (in
                                           accordance with Resolution No. 860 of
                                           the  Government of the City of Moscow
                                           dated 10th November 1998).

1.10 Project Sponsor                       the   Project   Company   "Kohle-Mull
                                           Systemtechnik      Moskau      GmbH",
                                           responsible  for   implementing   the
                                           Project.

1.11 Ecotechprom                           the state-owned,  unitary  enterprise
                                           "Ecotech prom",  formed as a juristic
                                           person and  transacting  business  in
                                           accordance     with     the     legal
                                           requirements     of    the    Russian
                                           Federation.  The Client has nominated
                                           Ecotechprom   as   the   organisation
                                           authorised to control the process for
                                           the  treatment  of  municipal   solid
                                           waste on the territory of the City of
                                           Moscow.


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1.12 Operator                              joint  venture in the form of a close
                                           company  to  be  established  by  the
                                           Project  Company and  Ecotechprom for
                                           the   purposes   of   operating   the
                                           Complex.  The Project  Company  shall
                                           hold a  majority  of at least  70% of
                                           the Operator's shares.

1.13 BOOT model                            the financing, planning, building and
                                           operating    of   the   Complex   and
                                           subsequent    transferring   of   the
                                           property  rights in the Complex  from
                                           the Project Company to the Client.

1.14 Moscow site                           part of the site in  Moscow  formerly
                                           belonging  to  Ecotechprom   that  is
                                           required for the  construction of the
                                           Complex.

1.15 Management Contract                   contract  to  be   concluded  by  the
                                           Project Company and the Operator that
                                           governs the  principles of management
                                           of the Complex by the Operator.

1.16 Contract for the Disposal of
     Municipal Solid Waste                 contract   to  be  entered   into  by
                                           Ecotechprom   and  the   Operator  in
                                           respect   of   the   acceptance   and
                                           disposal of municipal solid waste.

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1.17 Investment Contract                   contract  to  be   concluded  by  the
                                           Project Company and, on behalf of the
                                           Client,  the  Investment  Policy  and
                                           State   Funding   Administration   in
                                           respect  of  the  funding,  planning,
                                           building and subsequent  transferring
                                           of the property rights in the Complex
                                           to the Client.

1.18 Investment costs                      all  the   costs  of   creating   and
                                           financing the Complex.

1.19 Investment phase                      period  from the time the  finance is
                                           secured to the  commissioning  of the
                                           Complex.

1.20 Financial engineering                 the requisite expertises, reports and
                                           audits   demanded  by  the  financing
                                           organisations  for the  authorisation
                                           of the finance.

1.21 Contract                              this  Contract  entered  into  by the
                                           Contractor  and the Client  according
                                           to the BOOT model.

                                    Article 2

              Subject-matter and general conditions of the Contract

2.1  Subject-matter of the Contract

     For the purposes of creating an ecologically sound and cost-effective waste
     disposal  model in Moscow the Client  hereby  appoints  the  Contractor  to
     finance,  plan,  build and  operate  according  to the BOOT model the waste

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     disposal  complex In Moscow in  accordance  with the  technological  system
     "Coal-Waste  Systems Technology"  developed by Prof. Dr sc. Dr.-Ing.  Heinz
     Holter.

     The Client agrees to pay the  investment  costs  referred to at Art. 6 over
     the course of 15 years from the date the Complex is taken into operation.

2.2  Project Company (Project Sponsor)

     The  Project  shall  be  implemented  by the  Project  Company  "Kohle-Mull
     Systemtechnik  Moskau  GmbH."  The  Project  Company is the  sponsor of the
     Project.

     The rights and  obligations  associated  with the  financing,  planning and
     building of the Complex and the subsequent  transfer of the property rights
     in the Complex to the Client at the end of the agreed  period  shall accrue
     only in the person of the Project Sponsor (the Project Company).

2.3  Investment Contract

     Under the terms of this Contract the Client,  represented by the Investment
     Policy and State  Funding  Administration,  shall  conclude  an  Investment
     Contract with the Project Company in which the Project  Company  undertakes
     to finance,  plan, build and  subsequently  transfer the property rights in
     the Complex to the Client on expiry of a 15-year  period  starting from the
     date the Complex is taken into operation.

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2.4  Property rights

     On completion of the planning and  construction  work, the Project  Company
     shall  purchase  the  property  rights  in  the  Complex,  which  shall  be
     registered and documented in accordance with the statutory  requirements of
     the Russian Federation.

     Until such time as the property  rights in the Complex are  transferred  to
     the Client,  the Project  Company shall for the duration of the  Investment
     Agreement  remain the owner of all the facilities,  buildings and equipment
     it constructs or installs in the Complex, including any refurbishments made
     during the course of operation of the Complex.

2.5  Operation of the Complex

     The technical and commercial  operation of the Complex for a period lasting
     15 years after  commissioning  shall be  performed  by the  Operator on the
     basis of a contract  to be  concluded  with  Ecotechprom  in respect of the
     disposal of municipal sold waste.

     Ecotechprom   has  been  nominated  by  the  Client  as  the   organisation
     responsible  for the disposal of municipal  solid waste on the territory of
     the City of Moscow.

     The Operator shall be formed and duly registered by the Project Company and
     Ecotechprom  as a close company  operating in the Russian  Federation.  The
     Project  Company shall have a majority  shareholding  in the Operator of at
     least 70% of the shares.  The basis for the formation of the Operator shall
     be the company formation  agreement entered into by the Project Company and
     Ecotechprom.

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2.6  Contracts and documents required to implement the Project

     During the course of Project  development the Parties shall ensure that the
     following essential contracts and documents are drawn up and concluded:

     a) Investment  Agreement entered into by the Client and the Project Company
     in respect of the  financing,  planning  and  building  of the  Complex and
     subsequent transfer of the property rights therein to the Client;

     b) Contract  for the  Disposal of  Municipal  Solid Waste  entered  into by
     Ecotechprom  and the  Operator  in which the  details  with  respect to the
     operation of the Complex and the payments for such operation are laid down;

     c) contract entered into by Moskomsem and the Project Company in respect of
     the transfer to the Project  Company of the rights to use the site required
     for the construction of the Complex in Moscow;

     d) letter of  guarantee  issued by the Client in respect of the  meeting of
     the payment obligations owing to the Project Company in accordance with the
     Investment Agreement;

     e) guarantees issued by the Project Company with respect to the transfer of
     the  property  rights  in  the  Complex  to the  Client  and  the  business
     management  rights  to  Ecotechprom  in  accordance  with the  terms of the
     Investment Agreement.

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                                    Article 3

                      General Project implementation terms

3.1  Technical performance decisions

     The Project  Company  shall have a free rein in the choice of technical and
     other such measures in the fulfilment of its duties when  implementing  the
     Project  so long as said  measures  are in  compliance  with the  statutory
     provisions in force in the Russian Federation and provide for a disposal of
     municipal  solid waste in accordance  with the Contract for the Disposal of
     Municipal  Solid  Waste and the  Investment  Agreement.  In the process the
     Project Company shall comply with the  corresponding  legal,  technical and
     ecological  regulations that are in force in the Russian  Federation at the
     time the Investment Agreement is signed.

3.2  Involvement of third parties

     The Client and the Project Company are entitled to avail  themselves of the
     services of third parties in the fulfilment of their duties under the terms
     of this Contract.

3.3  Mutual obligation to exchange information

     The Client and the Project  Company shall inform each other  immediately on
     occurrence  of any events that could  hinder the Client  and/or the Project
     Company  in the  fulfilment  of their  obligations  under the terms of this
     Contract.
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                                    Article 4

                       Obligations of the Project Company

4.1  Securing the Project finance

     The Project Company shall assume the  responsibility  for financing all the
     investment expenses incurred in the implementation of the Project.

     One of the  conditions  for securing the Project  finance is that the loans
     must be  secured  by a  guarantee  provided  by the  state  of  North-Rhine
     Westphalia  and the  guarantee to be provided by the Client  referred to at
     Art. 2.6d).

4.2  Building permits and operating licences

     The Project  Company shall apply for all approvals,  permits,  licences and
     agreements  required  for  the  construction  of the  Complex  (hereinafter
     referred  to as  "permits")  without  delay.  The Client  shall  assist the
     Project Company in this to the best of its ability.

     If the permits  required  to build the  facility  are not  obtained on time
     despite the correct and proper submission of the application by the Project
     Company,  with the result  that the  Project  Company is unable to commence
     and/or complete  and/or  commission the Complex by the times for completion
     laid down in the  Investment  Agreement,  the Project  Company shall not be
     bound by the times for completion agreed in the Investment  Agreement.  The
     relevant times shall be put back by a period equivalent to the delay in the
     granting  of the permit  concerned. Should the  Project  Company  incur any
     additional costs (in particular interest on finance) as a result of a delay

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     for which the Project  Company was not at fault,  the Client  shall  refund
     said additional costs to the Project Company on top of the investment costs
     referred to at Art. 6.

     If the delay in  obtaining  the permits is  attributable  to the  incorrect
     completion  or  submission  of the  applications  for such  permits  by the
     Project  Company,  the  additional  costs  shall be  borne  by the  Project
     Company.

4.3  Construction of the Complex

     On conclusion  of the  Investment  Agreement,  receipt of all the necessary
     permits and securing of the finance,  the Project  Company shall  construct
     the  Complex in  accordance  with the offer  that  formed the basis for the
     wording of Resolution No. 860 passed by the Govemment of the City of Moscow
     on 10th November 1998. The incineration performance diagram for the Complex
     is attached to this Contract at Appendix 1.

4.4  Transfer of the Complex to the Client

     The Project  Company shall transfer  ownership of the Complex to the Client
     in a  fully  operational  condition  within  the  period  laid  down in the
     Investment Agreement but no later than 15 years after the Complex was taken
     into  operation.  The Project Company shall remain the owner of the Complex
     until such time as ownership of the Complex is transferred to the Client.

     A prerequisite  for the transfer of the property rights in the Complex from
     the  Project  Company  to the  Client  shall  be  payment  in  full  of the
     investment costs according to Art. 6 of this Contract by the Client.

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     The deadlines for and method and form of the transfer of property rights in
     the  Complex  from the  Project  Company to the Client must comply with the
     requirements  of  the  statutory   regulations  in  force  in  the  Russian
     Federation and shall be specified individually in the Investment Agreement.

                                    Article 5

                            Operation of the Complex

5.1  Contract for the Disposal of Municipal Solid Waste

     The Operator shall conclude a Contract for the Disposal of Municipal  Solid
     Waste  with  Ecotechprom  that  shall  be  valid  for the  duration  of the
     Investment  Agreement.  The Contract  for the  Disposal of Municipal  Solid
     Waste  shall  form the basis of the  Operator's  obligation  to ensure  the
     technical and commercial  operation and the  supervision and control of the
     Complex for the full term of the Investment  Agreement using the funds paid
     by Ecotechprom against the disposal fee in accordance with the Contract for
     the Disposal of  Municipal  Solid Waste.  In this  connection  the Operator
     shall ensure that the necessary personnel,  equipment and supplies are made
     available.  The Contract  for the  Disposal of Municipal  Solid Waste shall
     also  specify the  quantities  and the quality of the waste  delivered  for
     disposal.

5.2  Acceptance and processing of the municipal solid waste

     Based upon the more  detailed  terms of the  Contract  for the  Disposal of
     Municipal  Solid Waste,  the Operator  shall receive and process the wastes
     delivered by Ecotechprom in accordance with Art. 5.3.  Ecotechprom shall in
     return  for a  separate  fee take  delivery  and  dispose  of the  residual
     materials arising during processing of the waste.

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5.3  Supply and disposal of the waste

     Ecotechprom  shall guarantee the supply to the Complex of 240,000 tonnes of
     waste per year of a composition specified at Appendix 2 to this Contract.

     In the  event of the main  boiler  being  out of  operation  for a  lengthy
     period, e.g. during an  inspection  of the power  station  block,  the fuel
     recovered from the waste delivered to Ryasan power station during this time
     shall be taken to the  Ecotechprom  landfill.  The costs  incurred shall be
     incurred by the Operator.

     The remaining details with respect to the operation of the Complex shall be
     specified in the Contract for the Disposal of Municipal Solid Waste.

5.4  Furnishing of information on the operation of the Complex

     The Operator shall inform the Project  Company about the operating  process
     at the Complex.  The Operator  shall also inform the Client or  Ecotechprom
     without  delay should the  operation or the  operating  performance  of the
     Complex be impaired.

5.5  Commencement of work on the disposal of municipal solid waste

     The Operator shall  commence work on the disposal of municipal  solid waste
     as soon as the Complex is commissioned.

5.6  Fee for the disposal of municipal solid waste

     The amount of the disposal fee and the method of payment  thereof  shall be
     laid down in the  Contract  for the  Disposal  of  Municipal  Solid  Waste.

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     Payment in respect of the  services  to be  provided  for the  disposal  of
     municipal solid waste shall be made according to a two-part contract tariff
     made up of:

              a)       fixed costs

              and

              b)       variable costs relating to a tonne of as-received waste,

     The Parties are in agreement that the contract  tariff must cover the costs
     of customs fees and taxes that are to be paid by the Operator for operating
     the Complex  (with the  exception of taxes on profits).  In addition to the
     fee for the disposal of municipal  solid waste,  the Operator shall be paid
     an extra  sum in the  amount of 5.5 % of the  disposal  costs  incurred  to
     permit the formation of an adequate profit, which sum shall be incorporated
     in the fee for the disposal of municipal solid waste in accordance with the
     Contract for the Disposal of Municipal Solid Waste.

                                    Article 6

                   Elements and level of the investment costs

6.1  Basic price

     The Project Company shall construct the Complex in accordance with the more
     detailed terms of the Investment Agreement for a basic price totalling:

                                 DM 114,000,000

                 (one hundred and fourteen million German marks)

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6.2  Additional costs

     This basic price  covers the costs of  creating  the  Complex.  It does not
     include:

     o  the finance costs;

     o  the interest during the construction period;

     o  the costs of plant management and the warranty  services provided by the
        Project   Company  with  respect  to  preventive   maintenance  and  the
        replacement of defective plant components

     The  above  costs  shall be  calculated  separately  and added to the basic
     price.

6.3  Annual interest

     At the time this Contract is concluded the maximum  annual rate of interest
     for financing the costs of the investment  will be 14 %. This rate may vary
     before the Investment  Agreement is concluded.  In the event of a change in
     the interest  terms,  the rate of interest for the  investment  costs to be
     fixed in the Investment Agreement shall be amended accordingly.

6.4  Customs duties and taxes

     The basic price referred to at Art. 6.1 does not include any of the customs
     duties  and  taxes  levied  in  the  Russian  Federation.  These  shall  be
     determined  by the Project  Company  together with the Client in accordance
     with Art. 8 "Customs duties and taxes" and added to the basic price. In the

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     event of a change in the Russian regulations with respect to the levying of
     customs duties and taxes,  the Parties shall agree the extent of the change
     in the investment cots.

6.5  Investment costs

     Added together, the costs listed above represent the investment costs to be
     refunded  to the  Project  Company  by the  Client  under  the terms of the
     Investment Agreement still to be concluded.

6.6  Validity of the basic price

     The basic price  referred to at Art.  6.1 shall be deemed  binding  only if
     building  work on the  Complex has  commenced  by no later than 1st January
     2000 and the schedule detailed in the programme for the construction of the
     Complex (Appendix 3) can be met.

6.7  Payment plan and due dates

     The  payment  plan and the due dates for the  reimbursement  of  investment
     costs  shall be laid down in the  investment  Agreement.  The  periods  for
     payment  in  accordance  with the  Investment  Agreement  may be reduced by
     mutual consent.

6.8  Currency

     The payments laid down in the Investment Agreement shall be remitted by the
     Client in German marks.

6.9  Documentation

     The Project  Company  shall  submit a document  prepared  according  to the
     international  standard  to the Client  for each  payment  effected  by the

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     Client in which  confirmation  is given of the setoff of the  payment  made
     against  the  investment  costs to be  reimbursed  and the total  amount of
     payments already made is shown.

                                    Article 7

                            Obligations of the Client

7.1  Support for the Project Company by the Client

     The Client  shall  support the  Project  Company in the  fulfilment  of its
     duties under the terms of the  Investment  Agreement,  in  particular  with
     respect to the obtaining of permits in accordance with Art. 4.2.

7.2  Lease agreement for the Moscow site

     The  Client  shall  ensure  that  the  Project  Company  is able to sign in
     accordance  with  the  statutory   regulations  in  force  in  the  Russian
     Federation and in time for the planned start of building a lease  agreement
     with Moskomsem governing the use of the site in Moscow on which the Complex
     is to be  constructed  and permitting its operation by the Operator for the
     full term of the Investment Agreement.

7.3  Transfer and preparation of the Moscow site

     Before the start of building on the Moscow site the Client shall at its own
     expense:

     a) fence off and clear the Moscow site;

     b) build or repair the roads  leading to the  fenced-off  Complex  site and
        make changes to the infrastructure;


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     c) provide  the  necessary  service  (such as water,  gas and  electricity,
        heating and telephone) in the requisite quality and quantity at the site
        boundaries.

     The Client  shall ensure the constant  availability  of the  aforementioned
     services for the full term of the Investment Agreement.

     The  details  of the  site  preparation  work  shall  be  specified  in the
     Investment Agreement.

7.4  Payback of investment costs

     With the goal of financially  securing the transfer of title to the Complex
     from the Project  Company to the Client,  the Client shall  effect  regular
     payments to the Project  Company in an agreed  amount in  repayment  of the
     investment costs according to Art. 6.

7.5  Guarantee  of payment of the fee for the  disposal of municipal solid waste

     The  Client  guarantees  the  Operator  payment  in full of the fee for the
     disposal of the municipal solid waste according to Art. 5.6 by Ecotechprom.

7.6  Guarantee of acceptance of residual and recyclable materials

     The Client  guarantees the regular  acceptance and disposal of the residual
     and recyclable materials arising during waste processing by Ecotechprom.

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                                    Article 8

                            Customs duties and taxes

     Prior to the Investment  Agreement being signed the Project Company and the
     Client shall  ascertain the amount of customs duties and taxes that will be
     levied in Russia  and the City of Moscow  during the  investment  phase and
     specify the definitive  investment  costs (subject to any future changes to
     be taken into account) in the Investment Agreement.

     The Investment  Agreement shall include a provision  according to which the
     investment  costs will rise if the costs to be met by the  Project  Company
     increase  due to a  change  in the  statutory  regulations  of the  Russian
     Federation.

                                    Article 9

                  Changes in the general performance conditions

9.1  Changes in the costs

     The investment  costs and the fee for the disposal of municipal solid waste
     agreed in this Contract shall be ascertained on the basis of the underlying
     technical and economic conditions for the disposal of municipal solid waste
     at the time this Contract was concluded.  The Investment  Agreement and the
     Contract for the Disposal of Municipal Solid Waste shall therefore  include
     a  provision  according  to  which  the  corresponding  payments  shall  be
     reassessed if the underlying  technical and/or economic  conditions  change
     and these circumstances do not permit their being taken into account within
     the scope of the price  adjustment in accordance  with the Contract for the
     Disposal of Municipal  Solid  Waste.  Should  these  underlying  conditions

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     change  prior to the  Investment  Agreement  and/or  the  Contract  for the
     Disposal of Municipal Solid Waste being signed,  this change shall be taken
     into account when the definitive  investment costs and fee for the disposal
     of municipal solid waste are laid down in the relevant project contracts.

     The underlying conditions can change, for example, in the following cases:

     a) following a change in Russian  legislation  or the enactment of official
        directives that alter the essence of the contracts required to implement
        the Project;

     b) following  the  adoption  of  official  decisions  that  necessitate  an
        extension  to  or  conversion  of  the  Complex  or  impose   additional
        requirements on the Complex;

     c) if the  Russian  contracting  parties  involved  in the  waste  disposal
        process (in  particular  the  operators of Ryasan  power  station or the
        state Russian  railway) are not prepared to offer their  services to the
        Project  Company or the Operator on the terms and conditions  previously
        indicated.

9.2  Changes in conjunction with the results of financial engineering

     In the event of changes in the  implementation  concepts  described in this
     Contract   becoming   necessary  within  the  framework  of  the  financial
     engineering,  the Client and the  Contractor  shall reach a decision on the
     adjustments required as a result in the interests of both parties.

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                                   Article 10

                                    Liability

     Matters with respect to the  liability of the Client,  the Project  Company
     and the other organisations  participating in the Project shall be governed
     by the  contracts  and  agreements  referred  to at Art.  2.6 and any other
     contracts and agreements required for the implementation of this Contract.

                                   Article 11

                              Regulatory Commission

     For the purposes of discussing  and  clarifying  any questions and problems
     arising during the performance of this Contract, the Parties shall set up a
     Regulatory  Commission  whose  composition  and tasks shall be laid down at
     Appendix 4 to this  Contract  (Stipulation  with respect to the  Regulatory
     Commission). If it is not possible to resolve a dispute between the Parties
     through the  involvement of the Regulatory  Commission  within six weeks of
     submission of an  application to convene the  Regulatory  Commission,  each
     Party  shall  be  entitled  to  instigate   proceedings  at  the  court  of
     arbitration in accordance with Art. 15 of this Contract.

     For the purposes of discussing  and  clarifying  any questions and problems
     arising  during  the  implementation  of the  Project,  the  contracts  and
     agreements  referred to at Art. 2.6 shall also provide for the formation of
     a Regulatory  Commission by the Parties.  The Regulatory  Commission  shall
     deal in particular, with all questions on which the Parties to the relevant
     contracts cannot reach agreement.

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<PAGE>


                                   Article 12

                                 Force majeure

     Where the Parties to this  Contract  are  prevented  from  fulflling  their
     duties arising out of this Contract through  circumstances and/or incidents
     of force majeure beyond their control, such as noninsurable natural events,
     strike,  fire  or  governmental  decisions,   their  obligations  shall  be
     suspended accordingly.

                                   Article 13

                                   Amendments

13.1 Trustful cooperation

     At the time this  Contract was concluded it was not possible to foresee and
     make full provision for any major  circumstances  resulting from technical,
     economic  and/or   statutory   legislative   developments  in  the  Russian
     Federation.

     In the event of an  amendment  to this  Contract  becoming  necessary,  the
     Client  and the  Contractor  therefore  undertake  to work  together  in an
     atmosphere of trust and reach an agreement accordingly.

     Above all, the principles of commercial  loyalty and the general principles
     of good faith shall apply in addition to the principles with respect to the
     allocation of rights and obligations as expressed in this Contract.

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<PAGE>


                                   Article 14

                      Term and termination of the Contract

14.1 Term

     This  Contract  shall take effect on being signed and expire on transfer of
     the property  rights in the Complex from the Project  Company to the Client
     in accordance with the terms of the Investment Agreement.

14.2 Termination of the Contract for important reasons

     The  Client  and the  Contractor  shall  have the right to  terminate  this
     Contract  prematurely  should the other Party fail to fulfil the terms laid
     down in this Contract.

     Prior to any  termination  of this  Contract,  the Client or the Contractor
     shall be granted an appropriate  period for remedying the  shortcomings  in
     the discharge of the Contract.  Said period shall be jointly  agreed by the
     Parties in each case taking into account the overall circumstances.

     If the conditions  entitling the Client or the Contractor to terminate this
     Contract  relate only to  individual  parts  hereof,  the  Contract  may be
     terminated  in  its  entirety  only  if the  parts  affected  are of  major
     significance for the realization of the Project.

14.3 Consequences of a termination of the Investment Contract

     If, after being concluded,  the Investment  Agreement is legally terminated
     or ended by other means, it shall also be deemed a termination of this Main
     Contract and shall not require an additional  declaration by the Parties to
     this effect.

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<PAGE>


     The Investment  Agreement shall include a clause  according to which in the
     event of its early  termination - for whatever reason - the Project Company
     shall be obliged to transfer the title to all the facilities, buildings and
     equipment  already  constructed  or installed in the Complex to the Client,
     provided  that the Client has  effected  the  compensation  payments to the
     Project Company provided for this event in the Investment Agreement.

                                   Article 15

                                   Arbitration

     All disputes  arising out of or related to this  Contract  shall be settled
     without  recourse in the legislature  under the rules of arbitration of the
     International  Chamber of Commerce by final  decision of three  arbitrators
     appointed in accordance with said rules.

     The arbitration proceedings shall be held in Zurich, Switzerland.

     All claims  relating to this  Contract  shall be governed by the law of the
     Russian Federation. The proceedings shall be held in German.

                                   Article 16

                      Concluding provisions and Appendices

16.1 Assignment of claims

     Unless otherwise  expressly  agreed elsewhere in this Contract,  the Client
     and the  Contractor  shall be entitled  to assign the rights  owing to them
     under the terms of this Contract only with the prior written consent of the
     other Party.


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<PAGE>


16.2 European Monetary Union

     On creation of European  Monetary  Union,  this Contract shall remain valid
     unchanged in the new  currency.  The DM amounts  contained in this Contract
     shall be converted to the single European currency at the relevant time.

16.3 Severability clause

     Should an  individual  provision of this  Contract be or become  invalid or
     unenforceable,  the  validity  of the  remaining  provisions  shall  not be
     affected  as a result.  In this case the  Client and the  Contractor  shall
     reach appropriate agreement on the replacement of such provisions.

16.4 Appendices

     The  Appendices  listed  below  represent  major  constituent  parts of the
     Contract:

     Appendix 1: Incineration performance diagram

     Appendix 2: Composition of the wastes

     Appendix 3: Schedule of work for the Complex

     Appendix 4: Stipulation   with  respect  to  the  Regulatory Commission

     The  Parties  to  this   Contract   agree  that  the   provisions   of  the
     above-mentioned  Appendices lay down only the  general  conditions  for the
     conclusion of the contracts  required for the realisation of the project as
     referred to at Art. 2.6

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<PAGE>


16.5 Written form

     Any  amendments  and additions to this Contract must be made in writing and
     be  signed  by  the  authorised  representatives  of  the  Client  and  the
     Contractor.

16.6 Language and number of copies

     This Contract shall be issued in  quadruplicate,  two copies in Russian and
     two in German.

     Gladbeck, dated                          Moscow, dated




     /s/                                      /s/
     ----------------------------------       -------------------------------
     on behalf of THG Ost-West mbH            on behalf of the City of Moscow
     Prof. Dr sc. Dr.-Ing. Heinz Holter       The First Deputy Premier of the
     Director                                 Government of the City of Moscow
                                              B. V. Nilkolsky

                                       29