CONTRACT

                                     BETWEEN

                                LURGI LENTJES AG
                      Hansa Allee 305, D-40549 Dusseldorf

                                      with

                       LURGI ENERGIE UND ENTSORGUNG GMBH
                       Berliner Str. 93, D-40880 Ratingen

                                       AND

                     The nominated subcontracting CONSORTIUM

                              Heinrich Holter GmbH
                                D-45964 Gladbeck
                              as CONSORTIUM Leader
                                       and

                        Stramproy Projects & Systems B.V.
                              NL-6039 AP Stramproy

                     concerning the Project Lot 2 Dryer for

                  OPEN-END  JOINT STOCK COMPANY DONBASSENERGO,
                  acting under the law of STATUS and having its
                principle placo of business at 11, Lenin Prospect
                            GORLOVKA 338 001 UKRAINE


                                       I

<PAGE>

<TABLE>
<CAPTION>

                                                     CONTENTS

<S>      <C>                                                                                                      <C>
1.       PREAMBLE ................................................................................................1
2.       DEFINITIONS..............................................................................................2
3.       RELATIONSHIP OF THE PARTIES..............................................................................4
4.       SCOPES OF WORK AND PRICE.................................................................................6
5.       PAYMENT..................................................................................................7

6.       CONTRACT PERFORMANCE PHASE
6.1      SCHEDULE.................................................................................................8
6.2      not used.................................................................................................9
6.3      LIQUIDATED DAMAGES (OR "PENALTIES") DUE TO DELAY AND/OR
         PERFORMANCE..............................................................................................9
6.4      TAXES....................................................................................................9
6.5      DELAYS AND COSTS DUE TO DELAYS..........................................................................10
6.6      PATENTS.................................................................................................10
6.7      CHANGES.................................................................................................10
6.8      BANKRUPTCY, INSOLVENCY, DISSOLUTION, READJUSTMENT
         OF DEBT, LIQUIDATION, REORGANIZATION, ETC...............................................................11
6.9      INSURANCE...............................................................................................12
6.10     WARRANTY AND GUARANTEE CLAIMS...........................................................................12
6.11     FINANCIAL CAPABILITIES..................................................................................12

7        BREACH-DEFAULT..........................................................................................13

8        LIABILITY AND INDEMNIFICATION
8.1      LIABILITY AND INDEMNIFICATION WITH RESPECT TO CLAIMS
         OF THE CUSTOMER AND THIRD PARTIES.......................................................................14
8.2      LIABILITY FOR CLAIMS BETWEEN THE PARTIES................................................................15

9        DISPUTES................................................................................................16

10       GENERAL PROVISIONS
10.1     CONFIDENTIALITY OF THIS CONTRACT CORRESPONDENCE,
         DATA, DOCUMENTS AND DRAWINGS............................................................................17
10.2     PARTIES TO KEEP EACH OTHER INFORMED.....................................................................17
10.3     CORRESPONDENCE AND NOTICES..............................................................................18
10.4     WAIVER..................................................................................................18
10.5     ASSIGNMENT/SUBCONTRACTING...............................................................................18
</TABLE>

                                       II
<PAGE>

<TABLE>
<CAPTION>

<S>      <C>                                                                                                      <C>
10.6     TERM OF CONTRACT........................................................................................19
10.7     EXPULSION...............................................................................................19
10.8     ENTIRE CONTRACT.........................................................................................20
10.9     AMENDMENTS..............................................................................................20
10.10    TITLES..................................................................................................20
10.11    NUMBER OF ORIGINALS.....................................................................................20
10.12    PUBLICITY...............................................................................................20
10.13    REVIEW AND VERIFICATION.................................................................................21
10.14    not used................................................................................................21

APPENDICES:

0        CONTRACT AGREEMENT with CUSTOMER of LLAG/LEE
1        EQUIPMENT AND SERVICES SCOPE OF WORK
1.1      CONSORTIUM SCOPE OF SUPPLY
1.2      CONSORTIUM SCOPE OF SERVICES
1.3      TIME SCHEDULE FOR DATA AND DOCUMENTATION EXCHANGE
2        CONSORTIUM PRICE
3        PROJECT SCHEDULE AND DRAW DOWN SCHEDULE
4        GUARANTEED PLANT PERFORMANCE
5        not used
6        not used
7        COORDINATION OF THE SITE REQUIREMENTS
8        MECHANICAL ERECTION
9        SUPERVISORY SERVICES DURING WARRANTY PERIOD
10       TRAINING OF CUSTOMER'S STAFF/SUPERVISION OF OPERATION
11       TRANSPORT OF EQUIPMENT
12       not used
13       GENERAL PROCEDURE FOR PROOF OF PROGRESS/INVOICING/PAYMENTS/
         SECURITIES TO LLAG/LEE, GENERAL PROCEDURE FOR PAYMENTS/
         SECURITIES TO LLAG/LEE

14       not used

15       INSURANCE
</TABLE>


                                      III
<PAGE>




PART 1 -  PREAMBLE  This  Contract  is made on July  3rd  (degree),  2000 by and
between

LURGI LENTJES AG, a corporation organized and existing under the law of Germany,
with offices at Hansa Allee 305,  D-40549  Dusseldorf,  Germany  (herein "LLAG")
with

                    LURGI  ENERGIE  und  Entsorgung  GmbH  (hereinafter  LEE") a
                    corporation  organized and existing under the law of Germany
                    and having a place of business at Berliner  Str 93,  D-40880
                    Ratingen, Germany

and the CONSORTIUM

             Heinrich Holter GmbH a corporation  organized and existing under
the law of  Germany  with  offices  at  Beisenstr.  39-41,  D-45964  Gladbeck /
Stramproy  Projects & Systems B V organized  and  existing  under the law of the
Netherlands  and having a place of  business  al  Industrieweg  20.  NL-6039 AP
Stramproy

             with the consortial leaderships of Heinrich Holter GmbH

(hereinafter "the CONSORTIUM")

WHEREAS,  OPEN-END JOINT STOCK COMPANY  DONBASSENERGO (short "DONBAS"),  (herein
"CUSTOMER",   has  awarded  a  contract   for  the   Starobeshevo   Power  Plant
Modernization "turn-key" Project, Lot 2, Dryer (herein the "PROJECT") to LLAG;

                                       1
<PAGE>

WHEREAS, LLAG including LEE and the CONSORTIUM as nominated subcontractor desire
to enter into a Contract on an exclusive  basis  solely for the limited  purpose
for the execution and performance of a CONTRACT AGREEMENT with and for the final
CUSTOMER of LLAG for the design, supply, installation,  erection,  commissioning
and warranty of the PROJECT to an extent as specified in Appendix 1.

WHEREAS,  LLAG including LEE and the CONSORTIUM  desire to enter into a Contract
whereby with respect to the internal  relationship  among LLAG including LEE and
the CONSORTIUM this CONTACT will define their respective  rights and obligations
and their respective SCOPES OF WORK; and

NOW THEREFORE,  in  consideration of the premises and mutual covenants set forth
herein, the PARTIES hereto hereby agree as follows:

PART 2 - DEFINITIONS

For the purpose of this CONTRACT, the following words and phrases shall have the
following meanings:

2.1      CONTRACT - shall mean this document and all of its appendices.

2.2      COST - when used throughout this CONTRACT in reference to circumstances
         where costs may be incurred by one PARTY that may be borne, in whole or
         in part,  by the other  PARTY,  cost shall mean any  additional  direct
         costs,  exclusive  of profit and other  consequential  and/or  indirect
         costs,  which  are  incurred  related  to  the  specific  circumstance.
         Excluded from this definition are prices negotiated between the PARTIES
         for specific services as provided for in the CONTRACT.

2.3      CONTRACT AGREEMENT shall mean the document or documents  (including all
         amendments thereto) entered into between LLAG and the final CUSTOMER of
         LLAG on April 13th,  2000 and  executed by LLAG and the  CONSORTIUM  as
         nominated  subcontractor  which  defines  the  rights  and  obligations
         thereto with respect to the PROJECT.

2.4      CONSORTIUM shall mean the nominated  subcontractor Heinrich Holter GmbH
         / Stramproy Projects & Systems B.V.

2.5      not used

2.6      DRAW DOWN  SCHEDULE  shall  mean the  schedules  of  monthly  invoicing
         substantiated  by  the  supplies,  transportation  and  performance  of
         services according to the SCHEDULE.

2.7      LEADING  PROJECT  MANAGER shall mean be a person  nominated cy LLAG, to
         fulfll the duties set forth in this CONTRACT

2.8      not used

2.9      PARTIES shall mean the parties  executing this CONTRACT,  that is, LLAG
         including  LEE on the first part and the  CONSORTIUM  on the second pan
         (and its governed entities and affiliated  companies which are involved
         in this PROJECT),  and their permitted assigns.

2.10     PARTY shall mean one of the PARTIES.

                                        2
<PAGE>



2.11     PROJECT  shall mean the  design,  supply,  construction,  installation,
         erection,  commissioning  and  warranty  of the  dryer  plant  and  all
         associated  services  and  works  to be  provided  under  the  CONTRACT
         AGREEMENT.

2.12     PLANT PERFORMANCE  GUARANTEES shall mean those  performance  guarantees
         agreed to in the CONTRACT AGREEMENT.

2.13     PROPOSAL  shall  mean the  formal  offer  signed  by LLAG to the  final
         CUSTOMER which consists of the first Stage Tender  submitted on July 1,
         1997 and the Second Stage Tender submitted on January 21, 1993.

2.14     SCHEDULE shall mean the PROJECT  SCHEDULES as set forth in  Appendix  3
         to this CONTRACT or any amendments hereto.

2.15     SCOPE OF WORK shall mean, the sum total of the  CONSORTIUM'S  supply of
         equipment and services as set forth in Appendix 1 to this CONTRACT.

2.16     TENDER  DOCUMENTS shall mean the Invitation for Bids, with its integral
         parts,  if any,  issued  by the  CUSTOMER  and any  further  amendments
         thereto  including  the official  correspondence  with the CUSTOMER and
         protocols of meetings.

2.17     THIRD PARTY shall mean any party, person or other entity other than the
         PARTIES and the CUSTOMER.

2.18     PRICE  shall  mean the  amount of  moneys  for the SCOPE OF WORK of the
         CONSORTIUM as agreed in Appendix 2, including all amendments hereto.

                                       3
<PAGE>

PART 3 - RELATIONSHIP OF THE PARTIES

3.0      The  PARTIES  hereby  enter  into a  CONTACT  for the sole and  limited
         purpose of (1) performing  the CONTRACT  AGREEMENT and (2) defining the
         rights and  obligations  between  the  PARTIES in  connection  with the
         performance of the CONTRACT AGREEMENT, and for no other purpose.

3.1      not used

3.2      not used

3.3      Upon the signing of this CONTRACT, each PARTY will appoint by a written
         notice to the other PARTY a  "representative"  fully authorized by such
         PARTY to act on its behalf in connection with all matters arising under
         this CONTRACT. A PARTY may at any time and from time to time change its
         "representative" by written notice to the other PARTY. Each PARTY shall
         appoint  an  alternate  representative  to act in  the  absence  of its
         "representative".  Any  representative not an employee of a PARTY shall
         be subject to approval by the other PARTY

3.4      not used

                                       4

<PAGE>

3.5      Nothing  contained  in  this  CONTRACT  is  intended  nor  shall  it be
         construed as creating a partnership  or joint venture among the PARTIES
         nor as creating or requiring any ongoing or continuing  relationship or
         commitment  among the PARTIES,  beyond that  relationship  specifically
         created by this CONTRACT.

3.6      not used

3.7      No PARTY shall be deemed to be a  representative,  agent or employee of
         any  other  PARTY,  by  contract,  by  employment  or for  any  purpose
         whatsoever.

3.8      No PARTY  shall  have the  authority  or right nor shall any PARTY hold
         itself  out as  having  the  authority  or right to  assume,  create or
         undertake any obligation of any kind whatsoever,  expressed or implied,
         nor accept  service of any legal process on behalf of or in the name of
         any other PARTY without the express prior written  consent of the other
         PARTY.

3.9      not used

3.10     not used

3.11     This CONTRACT  contains all of the  obligations  of the PARTIES to each
         other with respect to the PROJECT.  Except as stated herein the PARTIES
         shall have no other  obligations,  excluding those implied by mandatory
         law, to each other.

3.12     LLAG / LEE shall  consult with the other PARTY on all issues  affecting
         implementation  and performance of the CONTRACT  AGREEMENT,  and LLAG /
         LEE shall  communicate  to the CUSTOMER  any  decisions  involving  the
         CUSTOMER reached by the PARTIES after such consultation

3.13     not used

                                       5
<PAGE>


PART 4 - SCOPES OF WORK AND PRICE

4.1      Generally it is agreed that the SCOPE of WORK of the  CONSORTIUM  shall
         be complete and that any incompleteness has to be settled inbetween the
         CONSORTIUM without any responsibility for LLAG / LEE

         The members of the CONSORTIUM shall be jointly and severally liable for
         the performance of the SCOPE OF WORK.

4.2      It is expressly  understood and agreed that the  CONSORTIUM'S  SCOPE OF
         WORK is subject to and to be performed  strictly in accordance with the
         terms  and  conditions  of  the  CONTRACT  AGREEMENT  signed  with  the
         CUSTOMER. Each PARTY shall be responsible for all costs associated with
         CONTRACT AGREEMENT requirements for completion of its SCOPE OF WORK.

4.3      PRICE

4.3.1    The price for the SCOPE OF WORK of the CONSORTIUM  shall be recorded in
         Appendix 2, which is attached  hereto and deemed to be an integral part
         of this CONTRACT.

4.3.2    In case of  substantial  changes in the technical  concept  agreed upon
         between the PARTIES and proposed by LLAG / LEE during Project execution
         to the CUSTOMER and subject to amendment of the CONTRACT AGREEMENT both
         PARTIES are prepared to negotiate the respective price.

4.3.3    A final  recalculation shall be made at the end of the execution of the
         CONTRACT  respectively of the CONTRACT AGREEMENT to reflect all changes
         in the SCOPE OF WORK the  CONSORTIUM if these are agreed before between
         the Parties or related to change orders of the CUSTOMER.

4.4      The CONSORTIUM is solely  responsible  for the performance of its SCOPE
         OF WORK and any and all  expenses  and  liabilities  that may  arise in
         connection   therewith  unless  otherwise   provided  for  herein.  The
         CONSORTIUM is responsible for maintaining its own financial  accounting
         records  related to its SCOPE OF WORK. Any loss or profit  sustained by
         the CONSORTIUM in connection with Its SCOPE OF WORK shall be solely the
         responsibility  of  and  for  the  account  of  the  CONSORTIUM  unless
         otherwise provided for herein.

4.5      Each PARTY will be under the obligation to pay reasonable  attention to
         mitigate its damages in the event of the other  PARTY's  default  under
         this CONTRACT or the CONTRACT AGREEMENT.  If one PARTY becomes aware of
         a  situation  in which the other  PARTY may be damaged  by its  default
         under this  CONTRACT  or the  CONTRACT  AGREEMENT,  the PARTY with such
         knowledge  will  contact the other PARTY and will  attempt to come to a
         understanding  on the  best  way to  mitigate  or  avoid  such  damages
         including  the  possibility  of doing extra work (at the expense of the
         defaulting PARTY)

4.6      The  CONSORTIUM  shall  provide  and bear the  costs  for any bonds and
         financial guarantees as back up for LIAG / LEE for its SCOPE OF WORK as
         required by the  CONTRACT  AGREEMENT or as  reasonably  required by the
         other PARTY.  Such bonds and  financial  guarantees  are to be provided
         based on the price as per Appendix 2



                                       6

<PAGE>


PART 5 - PAYMENT

5.1      The PRICE as per Appendix 2 fully covers the CONSORTIUM's SCOPE OF WORK
         and the contractual obligations specified hereunder.

5.2      Payment  will be in  accordance  with the  CONTRACT  AGREEMENT  and the
         agreed  payment  schedule  (Draw Down Schedule as per Article 6.1.2) as
         per Appendix 3 of This CONTRACT.

5.3      The  CONSORTIUM  shall assume all risks for the payment by the CUSTOMER
         of its portion of the CONTRACT  AGREEMENT  price  corresponding  to its
         SCOPE OF WORK under the  CONTRACT  AGREEMENT  as per Appendix 2 such as
         payment  delay,  non-payment  or any other  loss or damage  that may be
         incurred  under the CONTRACT  AGREEMENT,  unless the PARTIES agree to a
         different arrangement. The CONSORTIUM shall not be entitled to make any
         claims  against  the other  PARTY for any losses or damages  whatsoever
         incurred by means of the above payment arrangements

                                        7
<PAGE>

PART 6 - CONTRACT PERFORMANCE PHASE

6.1      SCHEDULE

         LLAG / LEE will prepare the overall  PROJECT  SCHEDULE's  involving the
         PARTIES.  It is essential for effective CONTRACT AGREEMENT  performance
         that the PARTIES remain aware, at all times, of the time interfaces and
         interactions of their  respcctrve  SCOPES OF WORK. These interfaces and
         interactions may change as a result of delays  (unexcused or otherwise)
         or changes to a PARTY's SCOPE OE WORK. The SCHEDULE's  will be attached
         hereto as Appendix 3 and will be updated as required  during the course
         of the PROJECT and such updates  shall be deemed to be an integral part
         of this CONTRACT

6 1.1    PROJECT SCHEDULES

         LLAG / LEE will prepare the PLANT PERFORMANCE  GUARANTEES involving all
         PARTIES  (unit  power   consumption)  based  on  information  from  the
         CONSORTIUM. The CONSORTIUM input will be based on its SCOPE OF WORK. It
         is essential  for effective  CONTRACT  AGREEMENT  performance  that the
         CONSORTIUM  fully realizes the importance of its respective  input into
         the  guaranteed  plant  performance.  The  listing  of  the  CONSORTIUM
         supplied equipment performance  requirements will be attached hereto as
         Appendix 4 and shall be deemed to be an integral part of this CONTRACT.
         The  CONSORTIUM   will  be  solely   responsible  for  all  performance
         guarantees,  availability guarantees and all other technical guarartees
         related to Its respective SCOPE OF WORK.

6.1.2    DRAW DOWN SCHEDULE

         The schedules 1 to 5 and 7 of the PROPOSAL  (Spreading out of Payments)
         shall be detailed and revised accordingly by the PARTIES.

         The new  schedules  shall be the  basis  for a  consolidated  DRAW DOWN
         SCHEDULE.  This  DRAW  DOWN  SCHEDULE  shall  be used  for the  monthly
         invoices.  Such  consolidated  DRAW DOWN  SCHEDULE  was  elaborated  by
         LLAG/LEE in consultation with the CONSORTIUM and submitted for approval
         to the CUSTOMER.  Work progress and deliveries shall be verified by the
         Monthly Progress Measuring System as means for the CUSTOMER's  approval
         of the  monthly  invoices.  This DRAW  DOWN  SCHEDULE  shall  become an
         integral part of this CONTRACT and shall be attached hereto as Appendix
         3 in such  revision as agreed upon between  LLAG/LEE and the  CUSTOMER.
         Until and unless  otherwise agreed with the CUSTOMER the Schedules 1 to
         7 as submitted in the PROPOSAL shall be binding to the PARTIES.

                                        8

<PAGE>

6.2      not used

6.3      LIQUIDATED DAMAGES AND/OR "PENALTIES" DUE TO DELAY AND/OR PERFORMANCE

         Notwithstanding  any  stipulations  to the  contrary  set  forth in the
         CONTACT  AGREEMENT,  the internal  responsibility and liability between
         the PARTIES are mutually agreed as follows:

6.3.1    a) In the event  that  "Completion  of  Facilities"  as  defined in the
         CONTRACT  AGREEMENT is not achieved  within the time  stipulated in the
         Project  Schedule and this delay is not due to reasons  attributable to
         LLAG/LEE or the CUSTOMER or not otherwise excused under the CONTRACT or
         the CONTRACT AGREEMENT, the CONSORTIUM shall bear and pay the following
         liquidated damages:  for each full week of delay an amount of 1% of the
         PRICE up to a maximum of 14%.

         It is understood by the PARTIES that in no event liquidated damages for
         delay  attributable  to the CONSORTIUM  will be in excess of liquidated
         damages as stipulated in the CONTRACT AGREEMENT.

         b) In the event that the  technical  performance  guarantees  under the
         CONTRACT  AGREEMENT  are not  achieved  and this is not due to  reasons
         attributable  to LLAG/LEE,  the CUSTOMER or is otherwise  excused under
         the CONTRACT  AGREEMENT;  any Liquidated  damages and/or  penalties for
         performance,  availability and/or all other technical ouarantees due to
         the CUSTOMER  under the CONTRACT  AGREEMENT  shall be borne and paid by
         the CONSORTIUM.

6.3.2.   It is agreed that the sole basis for determining responsibility between
         or among  the  PARTIES  for any  liquidated  damages  and/or  Penalties
         described in Paragraph  6.3.1 of this Part will be the Appendices 3 and
         4 hereto and as specifed in the CONTRACT AGREEMENT.  In determining who
         is responsible for a delay (or part thereof) the SCHEDULES  (Appendix 3
         hereto) shall be used. Deviations from the SCHEDULES shall be evaluated
         and  delays  not  affecting  the  completion  shall not be  considered.
         Instances of concurrent  delay to completion  shall be treated as being
         of  undetermined  responsibility.  In such case penalties will be split
         among the PARTIES such that the CONSORTIUM  shall be responsible to the
         extent  as  defined  by the  PRICE  versus  the  price of the  CONTRACT
         AGREEMENT.

6.4      TAXES

         The  CONSORTIUM  shall  have full and sole  responsibility  to bear the
         expense  of and effect the  payment  of any  taxes,  duties,  including
         customs duties, fees or assessments of any nature whatsoever  including
         penalties and interest,  if any, provided for in the CONTRACT AGREEMENT
         and levied in  connection  with its SCOPE OF WORK and any  subcontracts
         entered by it (including any personal income taxes levied or imposed on
         any of its  employees  or personnel  or any of its  subcontractor's  or
         assignees' employees or personnel).

                                        9

<PAGE>


6.5      DELAYS AND COSTS DUE TO DELAYS

         In the event the  CONSORTIUM  for any reason  whatsoever  foresees  any
         delay or default in the  performance of its SCOPE OF WORK in accordance
         with the  SCHEDULE  (Appendix,  3), it shall  notify  the  other  PARTY
         accordingly.

6.5.1    not used

6.5.2    EXCLUSION

         In no event  will a PARTY be  liable  to the  other  PARTY  for loss of
         profit and other indirect or consequential loss or damage,  unless such
         damage  or loss  are the  result  of the  gross  negligence  /  willful
         misconduct of such PARTY. It is understood  that claims  resulting from
         the  CUSTOMER or third  parties will not be  considered  as indirect or
         consequential damage or loss.

6.6      PATENTS

         The CONSORTIUM will be solely responsible for any claims or damages due
         to patent  infringement  which arise out of or are  connected  with its
         SCOPE OF WORK and agrees to  indemnify,  defend and hold  harmless  the
         other  PARTY  against  any loss or  damage  that may  result  from such
         claims.

6.7      CHANGES

         The  CONSORTIUM  may submit  claims to the CUSTOMER for  additional  or
         changed  work  which  are  not  part  of  the  CONTRACT  AGREEMENT,  in
         consultation with and through LLAG / LEE only.

         In the event that a claim to the  CUSTOMER has been  submitted,  but is
         not  successful in gaining  additional or  sufficient  payments  and/or
         SCHEDULE  extensions,  from the CUSTOMER in connection  with claims for
         changes in the  CONTRACT  AGREEMENT  work or extra work  thereto,  then
         except as otherwise provided in this CONTRACT, any additional costs and
         liabilities that may result shall be borne by the CONSORTIUM.

                                       10
<PAGE>


6.8      BANKRUPTCY INSOLVENCY,  DISSOLUTION  READJUSTMENT OF DEBT, LIQUIDATION,
         REORGANIZATION, ETC.

         The following provisions shall, in any event, be given effect solely in
         accordance with the relevant legislation of the country of residence of
         the  affected  PARTY.   Subject  to  the  provisions  of  the  CONTRACT
         AGREEMENT, in the event that the CONSORTIUM

         (1) Makes an assignment  for the benefit of creditors,  or petitions or
         applies for or arranges for the appointment of a trustee, liquidator or
         receiver,  or  commences  any  proceeding  relating to itself under any
         bankruptcy,  reorganization for the benetit of creditors,  arrangement,
         insolvency, readjustment of debt, dissolution or liquidation or similar
         law of any jurisdiction,  now or hereafter in effect  or otherwise,  or
         shall be adjudicated bankrupt or insolvent; or

         (ii) If any petition or application  for the  appointment of a trustee,
         liquidator  or  receiver  of  the   CONSORTIUM  is  filed  against  the
         CONSORTIUM  or any  proceeding  relating  to the  CONSORTIUM  under any
         bankruptcy,  reorganization for the benefit of creditors,  arrangement,
         insolvency,  readjustment of debt, dissolution or liquidated or similar
         law of any jurisdiction now or hereafter in effect is commenced against
         the  CONSORTIUM  and the  CONSORTIUM  indicates  its approval  thereof,
         consent  thereto  or  acquiescence  therein,  or an  order  is  entered
         appointing any such trustee, liquidator or receiver;

then and in any such event.

         (a) not used

         (b) LLAG /LEE may take over and complete the CONSORTIUM'S SCOPE OF WORK
         and in so doing,  LLAG / LEE shall be entitled to have assigned to them
         all of the CONSORTIUM'S  accounts  receivable and related payments from
         the CUSTOMER in connection with the PROJECT.

         (c)  LLAG / LEE  shall  have  the  exausive  use and  possession  and a
         preferred   lien  on  all   the   CONSORTIUM's   equipment   (excluding
         manufacturing  facilities),  temporary  works,  materials and all other
         things  used or  supplied  by the  CONSORTIUM  in  connection  with the
         PROJECT. It is agreed that the CONSORTIUM will take whatever actions or
         measures as may be required to establish this preferred lien.

         (d) The  CONSORTIUM  shall be fully  responsible  for and shall  remain
         liable for all additional COSTS incurred in the completion of its SCOPE
         OF WORK.

                                       11
<PAGE>


6.9      INSURANCE

6.9      The CONSORTIUM shall be responsible for arranging insurance policies as
         described in Appendix 15, to cover the SCOPE OF WORK for this PROJECT.

6.9.2    not used

6.10     WARRANTY AND GUARANTEE CLAIMS

         The following  procedure will apply to CUSTOMER  complaints  related to
         warranty deficiencies under the CONTRACT AGREEMENT:

6.10.1   If the alleged  deficiencies are in the CONSORTIUM's SCOPE OF WORK, the
         CONSORTIUM shall correct the deficiency at its expense.

6.10.2   If the  CUSTOMER  alleges  deficiencies  in any  equipment  or services
         supplied under the CONTRACT  AGREEMENT and the CONSORTIUM  disputes the
         allegation,  LLAG / LEE shall convey the  CONSORTIUM'S  response to the
         CUSTOMER regarding such alleged deficiencies.

6.10.3   If the CUSTOMER claims a warranty  deficiency  within the SCOPE OF WORK
         of the CONSORTIUM and cannot be convinced that the deficiency  does not
         exist or is beyond the scope of the CONTRACT AGREEMENT,  then, provided
         that LLAG insists on correction,  the CONSORTIUM  shall he obligated to
         correct the claimed deficiency.

6.10.4   not used

6.11     FINANCIAL CAPABILITIES

6.11.1   not used

6 11.2   The CONSORTIUM agrees that it Will, if requested to do so, demonstrate,
         in  a  manner  reasonably   acceptable  to  LILAC/LEE,   its  financial
         capability to assume the risks  associated with its respective SCOPE OF
         WORK.  LLAG/LEE  agrees  that such  request  for  financial  capability
         information shall not be made witnout reasonable cause.

                                       12
<PAGE>


PART 7 - BREACH - DEFAULT

7.1      In the  event  there  is a  breach  of the  CONTRACT  AGREEMENT  by the
         CUSTOMER,  the PARTIES  shall  expeditiously  meet to consider the most
         equitable  method  of  proceeding,  but  no  PARTY  shall  abandon  (or
         otherwise cease or delay performance of) the CONTRACT AGREEMENT without
         the consent of the other PARTY.

7.2      In the event that the  CONSORTIUM  is in breach or  default  under this
         CONTRACT or there is a breach or default  under the CONTRACT  AGREEMENT
         with the CUSTOMER  attributable  to the  performance of the CONSORTIUM,
         and such  breach or default is not cured or  reasonable  action to cure
         has not been  initiated  within thirty (30) days after  written  notice
         thereof,   or  within  the  time  period  prescribed  in  the  CONTRACT
         AGREEMENT,  as the case may be, LLAG / LEE shall take over and complete
         the CONSORTIUM's SCOPE OF WORK, provided such completion is permissible
         under the CONTRACT AGREEMENT or by the CUSTOMER. Such decision shall be
         subject  to  PART 9  (Disputes)  of  this  CONTRACT,  but in any  event
         proceedings  under PART 9 shall not prevent the  implementation  of the
         steps described herein

         In such event, LLAG / LEE shall automatically have the right to receive
         any and all payment due to the  CONSORTIUM  from the CUSTOMER and apply
         the proceeds  thereof (i) to cover all  expenses  incurred by the other
         PARTY in taking over and  completing (by  subcontracting  or otherwise)
         the  CONSORTIUM's  SCOPE OF WORK,  and (ii) to establish a  contingency
         fund to cover any and all outstanding  warranties or other  obligations
         of the  CONSORTIUM in  completing  the  CONSORTIUM's  SCOPE OF WORK. In
         addition, LLAG / LEE (i) shall have the exclusive use and possession of
         all the  CONSORTIUM's  equipment,  temporary  works,  materials and all
         other things used or supplied by the CONSORTIUM in connection  with the
         PROJECT,  at the site of the  PROJECT  and (ii) shall have a  preferred
         lien on all such equipment,  temporary  works,  materials and all other
         things  used or  supplied  by the  CONSORTIUM  in  connection  with the
         PROJECT at the site of the  PROJECT in order to  satisfy  any  expenses
         incurred by LLAG / LEE in completing the CONSORTIUM's SCOPE OF WORK.

7.3      In the event of a breach or default as describe  above,  the CONSORTIUM
         agrees to  indemnify,  defend and hold LLAG / LEE harmless from any and
         all liability  (including but not limited to liquidated damages,  fines
         or  penalties  of  whatever  nature  and to excess  COSTS and  expenses
         associated with the  CONSORTIUM's  SCOPE OF WORK) incurred by the LLAG/
         LEE as a result of such breach or default.

                                       13
<PAGE>


PART 8 - LIABILITY AND INDEMNIFICATION

8.1      LIABILITY AND  INULMNIFICATTION  WITH RESPECT TO CLAIMS OF THE CUSTOMER
         AND THIRD PARTIES

8.1.1    During  the  life of this  CONTRACT  and the  CONTRACT  AGREEMENT,  the
         CONSORTIUM accepts full responsibility for the performance of its SCOPE
         OF WORK and (except as expressly  provided  otherwise  herein or in the
         CONTRACT  AGREEMENT  with the  CUSTOMER)  agrees to indemnify  and hold
         harmless the other PARTY from any claim made against the other PARTY by
         the  CUSTOMER or other THIRD PARTY to the extent that such claim arises
         in  connection  with said  indemnifying  PARTY's  SCOPE OF WORK for any
         breach or default of the CONTRACT or the  CONTRACT  AGREEMENT or is due
         to the indemnifying PARTY's fault or negligence.

         Such responsibility includes but is not limited to,

         1. Claims by the  CUSTOMER  for damages  (including  but not limited to
            liquidated  damages  and  penalties  as set  forth in PART  6.3) and
            claims of other THIRD  PARTIES for  damages,  arising in  connection
            with the performance or non-performance of the indemnifying  PARTY's
            SCOPE OF WORK;

         2. Claims of subcontractors or suppliers of the indemnifying  PARTY for
            work  performed  or  materials  or  equipment  sold or  furnished in
            connection with the PROJECT;

         3. Claims  for  wages,   worker's   compensation  (or  equivalent)  and
            non-payment of social charges,  income taxes,  and payroll taxes for
            employees  of  the  indemnifying   PARTY  (including   subcontractor
            employees) engaged in connection with the PROJECT;

         4. Claims or payments made with respect to any bonds furnished;

         5. Claims for taxes,  license fees,  duties,  tariffs,  imports and the
            like in connection with the PROJECT; and

         6. Claims for damages  arising from personal injury  (including  death)
            and property damage.

8.1.2    not used

8.1.3    In the event of a dispute which PARTY may be responsible  for any claim
         under the CONTRACT  AGREEMENT or  otherwise,  both PARTIES shall have a
         duty to  investigate  to determine who is  responsible  and to take all
         reasonable means of remedying the situation and resolving such dispute.
         Meanwhile,  each PARTY shall  continue  performance  of its  respective
         SCOPE OF WORK.

8.1.4    not used

                                       14

<PAGE>


8.2      LIABILITY FOR CLAIMS BETWEEN THE PARTIES

8.2.11   Except as  otherwise  stated  in this  CONTRACT,  all risks  (including
         political  risks) and costs  (including any loss of profit) arising out
         of  the  performance  of  its  SCOPE  OF  WORK  and  the   CONSORTIUM'S
         participation  in this CONTRACT shall be solely the  responsibility  of
         the CONSORTIUM.

8.2.2    During the life of this CONTRACT and the CONTRACT AGREEMENT, each PARTY
         shall be liable for and shall  indemnify  and hold  harmless  the other
         PARTY against its own default.

8.2.3    If, as a result of defects in the CONSORTIUM'S SCOPE OF WORK, the other
         PARTY reasonably concludes that changes should be made to its own SCOPE
         OF WORK,  the  CONSORTIUM  shall  reimburse  the  other  PARTY  for the
         additional  COSTS  demonstrably  incurred  by the PARTY not at fault in
         implementing the said changes in its SCOPE OF WORK.

8.2.4    not used

8 2.5    not used

8.2 6    Loss or damage which is suffered by a PARTY, and which is fully covered
         by  insurance  payable to that PARTY,  or which is  recovered  from the
         CUSTOMER,  shall not serve as the basis for any claim against any other
         PARTY.

8.2.7    not used

8.2.8    Notwithstanding  anything  to the  contrary  in  this  CONTRACT  or the
         CONTRACT AGREEMENT with the CUSTOMER, the PARTIES' total responsibility
         and  liability,  including but not limited to any liability  whether by
         contract,  tort,  negligence,  warranty or otherwise and under PART 6.3
         dealing with  liquidated  damages  and/or  penalties  and any liability
         under PART 8 above, to the other PARTY, the CUSTOMER and THIRD PARTIES,
         is limited to the maximum liability  therefore provided in the CONTRACT
         AGREEMENT as enforced.

                                       15
<PAGE>

PART 9 - DISPUTES

9.1      Any  differences  or  disputes  arising  from  this  CONTRACT  or  from
         arrangements  regarding its performance shall be settled by an amicable
         effort of the PARTIES.  Such effort shall be deemed to have failed when
         one of the PARTIES so notifies the other PARTY in writing.

9.2      If the effort of an amicable  settlement has failed,  the dispute shall
         be finally settled under the Rules of  Conciliation  and Arbitration of
         the  International  Chamber of  Commerce,  38 cours  Albert ler,  75008
         Paris,  by three  arbitrators  appointed  in  accordance  with the said
         Rules. This Contract shall in all respects be construed and interpreted
         in accordance with German Law.

9.3      The place of arbitration  shall be Dusseldorf, Germany. The language of
         proceedings shall be English.

9.4      The arbitral award shall be substantiated in writing and shall be final
         and binding on all PARTIES who  undertake  to carry it out  immediately
         without  raising  any  condition,  exception  or  objection  whatsoever
         especially  in their own  country.  The  arbitral  tribunal  shall also
         decide on the matter of costs of the arbitration.

9.5      In case of dispute on a technical  matter,  the  PARTIES  agree to have
         recourse  as  occasion  requires  to  the  International   Chamber  for
         Technical  Expertise  of  the  International  Chamber  of  Commerce  in
         accordance  with the Rules of expertise  of the said Chamber  which are
         well known to the PARTIES.

                                       16
<PAGE>


PART 10  GENERAL PROVISIONS

10.1     CONFIDENTIALITY  OF THIS CONTRACT  CORRESPONDENCE  DATA,  DOCUMENTS AND
         DRAWINGS

10.1.1   No PARTY  shall use this  CONTRACT or the  information  supplied by any
         other PARTY for any purpose other than that intended,  nor transmit any
         written  information or documents or this CONTRACT,  to any THIRD PARTY
         for any  purpose  not  intended  by this  CONTRACT  without the express
         permission  in writing to do so by the other  PARTY. The  PARTIES  will
         maintain  the  confidential  nature  of any  information  or  documents
         received from another PARTY.

10.1.2   Notwithstanding the foregoing,  the obligation of confidentiality shall
         not apply to information which:

         a) is within or later falls within the public  domain  through no fault
            of the receiving PARTY;

         b) is or become  available to the  receiving  PARTY from THIRD  PARTIES
            without breach of any confidential Contract;

         c) was already known to a PARTY at the time of its disclosure;

         d) is disclosed to ECA's and other financial institutes for the purpose
            of  arranging  the  financial  support  to the  PROJECT  subject  to
            confidentiality Contract equivalent to this Part or

         e) is required to disclose by any law or by the  direction of any court
            of competent jurisdiction acting in pursuance of its powers

            The obligation of confidentiality  under this Part shall survive any
            termination  of this  CONTRACT  for a period of five (5) years after
            such termination.

10.2     PARTIES  TO  KEEP  EACH  OTHER  INFORMED

         Each PARTY shall keep the other PARTY  fully and  promptly  informed of
         all  progress,  events and matters  affecting  or relating to the other
         PARTY's  SCOPE OF WORK and  shall,  without  delay,  give all  relevant
         information and cooperation properly requested by the other PARTY. This
         actively shall be coordinated by LLAG/LEE.

         Such  information  shall include the  furnishing on a timely,  periodic
         basis  conceptual  or  basic  design,   detailed  design,   quantities,
         schedules and status reports  covering  activities such as engineering,
         major   procurements,    major   manufacturing,    factory   shipments,
         transportation to site, erection, installation and testing

                                       17
<PAGE>


10.3     CORRESPONDENCE AND NOTICES

         Notices  required  under  this  CONTRACT  shall  be  signed  by a  duly
         authorized representative of the PARTY initiating such notice and shall
         be either delivered to an officer or authorized  representative  of the
         PARTY to whom it is directed or sent by mail postage  prepaid,  telefax
         or by  courier,  to the  following  addresses  (which may be changed by
         written notice from the PARTY in question.

                  for LLAG / LEE
                  ATTENTION. Mr. GeBner
                  LURGI  ENERGIE UND  ENTSORGUNG  GMBH
                  Berliner  Str 93
                  D-40880 Ratingen, Germany Telephone +49 2101 92-2147

                  for the CONSORTIUM
                  ATTENTION: Mr. Wolter
                  Heinrich Holter GmbH
                  Beisenstr 39-41, D-45964 Gladbeck
                  Telephone: +49 2043 978-135

10.4     WAIVER

         No PARTY  hereto  shall be deemed to have waived any  provision of this
         CONTRACT  unless such waiver will be in writing and signed by the other
         PARTY and  specifying  the extent and nature of such waiver.  No waiver
         shall be deemed to be a continuing  waiver  unless so stated in writing
         and signed by the PARTIES.

10.5     ASSIGNMENT/SUBCONTRACTING

         The CONSORTIUM may not assign, subcontract or delegate this CONTRACT or
         any of its rights or  obligations  under this  CONTRACT or the CONTRACT
         AGREEMENT  without  the  prior  written  consent  of LLAG / LEE,  which
         consent  shall  not be  unreasonably  withheld.  Nothing  herein  shall
         prevent the CONSORTIUM from placing or permitting the placing of orders
         on others for the supply of goods or services within CONSORTIUM's SCOPE
         OF WORK.  Such  assignment  and the placing of such orders shall not in
         any way relieve the CONSORTIUM from any of its  obligations  under this
         CONTRACT or the CONTRACT AGREEMENT.

                                       18

<PAGE>


10.6     TERM OF CONTRACT

         This CONTRACT shall commence upon coming into force (effective date) of
         the  CONTRACT  AGREEMENT  with the  CUSTOMER of LLAG signed April 13th,
         2000 and shall  terminate  upon  occurrence of any of the events listed
         below,

                    a      The  CONTRACT  AGREEMENT  with the  CUSTOMER has been
                           fully  performed  in  accordance  with its  terms and
                           conditions,  full and complete  payment has been made
                           thereon and all rights and  liabilities  with respect
                           to the CUSTOMER have  terminated or expired and there
                           are no  liabilities to be adjusted among the PARTIES;
                           or

                    b.     The CONTRACT AGREEMENT has been terminated,  provided
                           there are no liabilities  to be adjusted  between the
                           PARTIES,  in which  event,  upon  completion  of such
                           adjustments  between  the  PARTIES,  and  after  full
                           payment has been made pursuant thereto; or

                    c.     The  PARTIES  agree  in  writing  to  terminate  this
                           CONTRACT.

         Any termination of this CONTRACT for whatever cause shall not affect or
         be deemed to affect any right or  obligation of the PARTIES which arose
         prior to such termination.

10.7     EXPULSION

10.7.1   The  CONSORTIUM  may be  expelled  from  this  CONTRACT  if it  becomes
         unreasonable  to expect LLAG / LEE to continue  the  CONTRACT  with the
         CONSORTIUM, taking into account all relevant facts and circumstances

                    a)    The CUSTOMER  demands LLAG / LEE the  CONSORTIUM to be
                          expelled.

                    b)    During the  execution  of the  PROJECT,  in case of an
                          interruption of supplies or services by the CONSORTIUM
                          which  substantially  and adversely affects the timely
                          performance  of the  work  according  to  the  overall
                          PROJECT SCHEDULE (Appendix 3).

                    c)    A material  breach of this  CONTRACT  or the  CONTRACT
                          AGREEMENT by the  CONSORTIUM,  despite  written notice
                          and reasonable  opportunity  to remedy the breach,  as
                          per PART 7.

                    d)    In  cases  of  Bankruptcy,  Insolvency,   Dissolution,
                          Readjustment  of  debt,  Liquidation,  Reorganization,
                          etc. as per PART 6.8. of this CONTRACT.


                                       19
<PAGE>


10.7.2   Expulsion  shall be effected by a  corresponding  written notice to the
         CONSORTIUM. Expulsion  shall  become final if the  CONSORTIUM  has not,
         within  30  calendar  days of  receipt  of  notice  of the  resolution,
         initiated arbitration proceedings hereunder. Expulsion shall not affect
         any other  existing  rights or  obligations  or the  CONSORTIUM  or any
         claims  against it. If the  CONSORTIUM  has been expelled due to causes
         within its  control,  the LLAG / LEE may  enforce  claims  for  damages
         incurred  by  them  as  a  result  of  the  expulsion  (e.g  additional
         expenditure with respect to the CONSORTIUM's SCOPE OF WORK)

10.8     ENTIRE CONTRACT

10.8.1   This  CONTRACT  contains  the entire  Contract  among the PARTIES  with
         respect to the subject  matter hereof and  supersedes any and all prior
         understanding,  correspondence or contracts (oral or written) among the
         PARTIES.  The technical  documentation  and  correspondence  during the
         PROPOSAL  preparation period shall be used as reference for items which
         need clarification. The rights and remedies of the PARTIES as stated in
         this CONTRACT are to the exclusion of any other rights or remedies that
         may be available at law or in equity.

10.8.2   If  any  provision  of  this  CONTRACT  is  or  becomes  invalid,  such
         invalidity shall not affect the other  provisions of this CONTRACT.  If
         the  invalidity  of one or more  provisions  or any other  circumstance
         concerning  the  performance  of this CONTRACT  reveals a situation not
         provided  for in this  CONTRACT,  the  PARTIES  shall  jointly  seek an
         arrangement  having a valid legal and economic  effect which will be as
         similar as possible  to the  ineffective  provision  and will cover the
         scope of any missing  provision  in a manner  reasonably  direct to the
         purpose of this CONTRACT.


10.9     AMENDMENTS

         No change, amendment or modification of this CONTRACT shall be valid or
         binding upon the PARTIES  unless such change,  amendment or modifcation
         shall be in writing and duly executed by the PARTIES.

10.10    TITLES

         Heading  titles  contained  herein  shall  in no  way be  construed  as
         limiting the extent of the subject  matter they introduce and shall not
         be used in construing this CONTRACT

10.11    NUMBER OF ORIGINALS

         This CONTRACT  shall be executed in two  versions,  only these shall be
         deemed the originals. Each PARTY will receive one of the originals.

10.12    PUBLICITY

         The PARTIES shall agree upon arrangements for prior reviews,  approvals
         and  consultations  with respect to publicity  releases or  advertising
         regarding  the  CONTRACT  AGREEMENT,  this  CONTRACT  or the work being
         performed.

                                       20

<PAGE>

10.13    REVIEW AND VERIFICATION

         The CONSORTIUM shall provide to LLAG / LEE reasonable  rights of review
         and  verification  of the status and progress of its  respective  work,
         reasonable  information  regarding its quality and safety  programs and
         shall comply with other reasonable requests for similar information and
         rights. Any such information, review and/or verification to be provided
         by the Consortium to LLAG / LEE under this  provision  shall take place
         within a reasonable  time so as not to  interfere  with the progress of
         the Work under the CONTRACT AGREEMENT.  However, in no event shall such
         review and verification relieve the CONSORTIUM of the responsibility to
         complete  their SCOPE OF WORK in accordance  with this CONTRACT and the
         CONTRACT AGREEMENT.

10.14    not used

           IN WITNESS  WHEREOF,  the PARTIES hereto have caused this CONTRACT to
be executed by their respective authorized representatives.

           Ratingen, July 3rd, 2000

           /s/                              /s/Heinrich Holter
           ----------------                 ------------------
              LURGI LENTJES AG                 The CONSORTIUM
                                               Heinrich Holter  GmbH/Stramproy
                                               Projects & System B.V.

           IN W1TNESS HERETO

           /s/
           ----------------
              LURGI ENERGIE UND ENTSORGUNG  GMBH

                                       21