EXHIBIT 10.9

                               AMENDMENT AGREEMENT

         This Amendment  Agreement  (hereinafter  the  "Agreement")  is made and
entered  into as of this 20th day of  November,  1999 by and between CE Casecnan
Water and  Energy  Company,  Inc.  a  Philippine  corporation  (hereinafter  "CE
Casecnan")  and CP  CASECNAN,  a  limited  liability  consortium  with  external
activities under Italian law  (hereinafter  "CPCC") with respect to that certain
Engineering, Procurement and Construction Contract dated May 7, 1997, as amended
(herein  after the "EPC  Contract")  for the  Casecnan  Project.  Each entity is
sometimes  individually  referred to herein as a "Party" and both  entities  are
sometimes collectively referred to herein as the "Parties".

         Capitalized  terms used herein and not defined  shall have the meanings
ascribed to them in the EPC Contract.

                                                    WITNESSETH

          A. On or about October 28, 1999, CPCC submitted to CE Casecnan a claim
denominated   "Geomechanical   Misdescription   Claim"   (the  "GM  Claim")  for
compensation and modification of the Guaranteed  Substantial  Completion Date of
the Project.

          B. CPCC also has submitted various other claims under the EPC Contract
or otherwise in connection with the Project.

         C. In connection with the above the Parties,  in order to avoid further
controversy,  and  possibly  the  need  for  arbitration  have  reached  certain
agreements as to certain amendments and additions to the EPC Contract.

          D. This  Agreement  sets forth those  certain  agreements  between the
Parties and amends and supplements the EPC Contract.

NOW,  THEREFORE,  in  consideration  of the covenants and  agreements  set forth
herein, the Parties agree as follows:

         1. Extension of Guaranteed  Substantial  Completion Date; Completion of
Taan Weir Work.  (a) CE  Casecnan  and CPCC  hereby  agree  that the  Guaranteed
Substantial  Completion Date (including,  notwithdstanding  any provision of the
EPC Contract to the  contrary,  completion of the Taan Weir Work) is modified to
be 31 March 2001. The new Guaranteed  Substantial  Completion  Date includes the
balance of the 90-day period  available for  Unforeseen  Underground  Conditions
pursuant to the EPC Contract. In connection  therewith,  CPCC hereby agrees that
it shall make no claim,  whether for  extension  of the  Guaranteed  Substantial
Completion Date or for any other relief whatsoever,  with respect to any alleged
Unforeseen Underground  Condition,  and CE Casecnan and CPCC each agree that the
definition and concept of Unforeseen Underground Condition shall have no further
applicability in any way to the EPC Contract or the Project.

         (b)  In  furtherance  of  the  content  of  paragraph  1(a)  as to  the
Guaranteed  Substantial  Completion  Date,  (i)  the  definition  of  Guaranteed
Substantial Completion Date in Section 1.1 of the EPC Contract as amended by the
June 30, 1997 letter is hereby deleted and replaced by the following text:


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                  "Subject to any extensions  specifically  provided for in this
                  Contract, the date 31 March 2001."

          and  (ii)  all  other  relevant  provisions  of the EPC  Contract  are
          modified accordingly.

         (c) In  furtherance  of the  content of  previous  letter (a) as to the
completion  of the Taan Weir Work the EPC  Contract is hereby  amended to delete
all references to "Taan Weir Work", including without limitation as follows:

          (i)  Amendment  of  Definition  of   "Substantial   Completion".   The
definition  of  "Substantial  Completion"  in Section 1.1 of the EPC Contract is
amended to read as follows:

          "Satisfaction  or waiver of all of the conditions set forth in Section
13.3."

          (ii)  Deletion of Definition  of "Taan Weir Work".  The  definition of
"Taan Weir Work" in Section  1.1 of the EPC  Contract  is hereby  deleted in its
entirety.

          (iii)  Amendment of Section 12.2 of the EPC Contract.  Section 12.2 of
the EPC Contract is amended by deleting the parenthetical  "(other than the Taan
Weir Work)" from the first sentence.

          (iv)  Amendment of Section 12.4 of the EPC  Contract.  Section 12.4 of
the EPC Contract is amended by deleting the parenthetical  "(other than the Taan
Weir Work)" from the first sentence.

          (v) Amendment of Section 13.5 of the EPC Contract.  Section 13.5(c) of
the EPC Contract is amended by deleting the words "and successful  completion of
the Taan Weir Work".

          (v) Amendment of Section 19.1 of the EPC Contract.  Section 19.1(g) of
the EPC  Contract  is amended by deleting  the  parenthetical  "(including,  for
purposes  of this  Section  19.1(g),  Substantial  Completion  of the Taan  Weir
Work)".

          2. Modification of Delay Liquidated  Damages.  Section 14.1 of the EPC
Contract is hereby amended to read as follows:

          "Contractor  understands that if the Substantial  Completion Date does
not occur on or before the Guaranteed  Substantial  Completion  Date, Owner will
suffer substantial damages,  including additional interest and financing charges
on funds  obtained  by Owner to  finance  the Work,  reduction  of the return on
Owner's equity  investment in the Project,  and other operating and construction
costs and charges.  Therefore,  Contractor agrees that if Substantial Completion
is not achieved by the Guaranteed Substantial Completion Date (unless and to the
extent such failure is due to the Owner's  breach of its  obligations  under the
EPC  Contract  or,  without  duplication,  the  occurrence  of  Force  Majeure),
Contractor shall pay to Owner liquidated damages in the amount of US$125,000 per
each  day by  which  the  Substantial  Completion  Date is  delayed  beyond  the
Guaranteed Substantial Completion Date."


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          3.  Bonus.  Section  14.5 of the EPC  Contract  is hereby  amended  by
deleting  the  existing  text  thereof  in its  entirety  and  substituting  the
following text:

          "If and only if CPCC  achieves  Substantial  Completion  on or  before
March 10,  2001,  CE Casecnan  agrees that it shall pay to CPCC a bonus equal to
$6,000,000.  Such  Bonus  if  earned  shall  be paid by CE  Casecnan  to CPCC by
installments  each in the sum of  $600,000  on November 15 of each year from and
including  2001 through and including  2010,  provided that such amount shall be
payable  solely  from  funds   available  for   distribution  to  CE  Casecnan's
shareholders in the relevant financial year of CE Casecnan without breaching any
covenant in the agreements between CE Casecnan and the Financing Entities.  Such
payment shall rank immediately prior to and be paid prior to the declaration and
distribution of dividends. If any such payment is not made in full as aforesaid,
no payment (whether by way of dividends or repayment of subordinated debt) shall
be made to CE Casecnan's shareholders until such arrears have been paid in full.
If the bonus is earned and if CE Casecnan  becomes  insolvent and/or enters into
any form of receivership,  the full amount of the bonus shall become immediately
due and payable."

          4. Waiver of Claims. (a) CPCC hereby waives, releases and relinquishes
any and all Claims (as defined below) that it may have against CE Casecnan,  its
affiliates,  agents and independent  contractors,  and each of their  respective
officers, directors and employees, under the EPC Contract or otherwise as of the
date  hereof or which it might or could  allege in the futre,  whether  known or
unknown in tort, at law, in equity or by statute,  including without  limitation
those with respect to or in connection with the following:

          i. subject to paragraphs  (b) (c) and (d) of this paragraph 4, Changes
in the Work;

          ii. the content of any materials provided,  directly or indirectly, to
CPCC or any of its member  companies by CE Casecnan,  Knight Piesold or by or on
behalf of such parties or any other  party,  before or after the date of the EPC
Contract,   including  without   limitation  any  alleged  defect,   deficiency,
inaccuracy, misrepresentation, incorrectness or error in any of such materials;

          iii. the bid  specifications or materials,  and unit quantities of any
materials estimated,  anticipated,  used or to be used by CPCC in any portion of
the  Work,   including  without   limitation  the  Taan  or  Casecnan  diversion
structures;

          iv. any site  surface  or  subsurface  condition  or matter in any way
related  thereto  (including  the  presence  or  absence  of water or any  other
material, element or substance),  including without limitation whether styled as
related to geology,  rock,  geomechanics,  or  geologic,  rock or  geomechanical
characterization,  mischaracterization,  description, misdescription, condition,
state,  quality,  classification,  misclassification,  behavior or  misbehavior;
and/or

          v. Major  Existing Site Assets or the fitness (or failure  thereof) of
any of the Major Existing Site Assets or any condition of the Site in connection
therewith, including without limitation design defects.

          For purposes of this  Agreement,  "Claims" means any claim or cause of
action for damages,  schedule relief or any other relief of any nature including
without limitation (i) the GM Claim, (ii) Changes in the Work, and/or (ii) those
based on theories of knowing or negligent misrepresentation or otherwise.

          (b) Notwithstanding the foregoing, CPCC may make Claims

          (i) in  accordance  with and subject to Article 15 of the EPC Contract
for events  occurring in the future with respect to (A) Changes in Law, but only
as contemplated by and in strict accordance with Article 15 of the EPC Contract,
(B) Force Majeure events,  but only as contemplated by and in strict  accordance
with Article 15 (Changes in the Work) and Article 22 (Force  Majeure) of the EPC
Contract,  and (C)  Hanbo-Related  Events,  but only as  contemplated  by and in
strict accordance with Article 15 of the EPC Contract.

          (ii) for amounts due and owing to CPCC as compensation for the Work as
contemplated by the EPC Contract and pursuant to Contractor's Invoices submitted
in  accordance  with Section 7.1 of the EPC Contract and subject to Article 7 of
the EPC Congract,

          (iii) based on fraud,  willful misconduct,  or gross negligence on the
part of CE Casecnan, or any breach by CE Casecnan of any of its representations,
warranties, covenants, obligations or responsibilities in the EPC Contract, or

          (iv)  claims  which  relate  to  circumstances  which  are  completely
unforeseen as of the date hereof and which are based on (and which cite as their
basis) a specific provision of the EPC Contract;

provided that in the case of any claim pursuant to clause (b)(i) through (b)(iv)
above,  each of CPCC and CE  Casecnan  acknowledges  and agrees that in no event
shall  any  such  claim  be based on or  related  to any  event or  circumstance
described  in or related  directly  or  indirectly  in any way to  clauses  (ii)
through (v) of paragraph (a) above.

          (c) CE  Casecnan  and  CPCC  may  agree  to  Changes  in the  Work  as
contemplated  by and in  strict  accordance  with  Section  15.1(a)  of the  EPC
Contract (it being agreed that as of the date hereof the only Change in the Work
falling into this category is that denoted as number 1 on Exhibit 2, as to which
the parties are in discussions).

          (d) Except  for those  items  described  at numbers 2, 8, 12 and 15 on
Exhibit 2, no facts or circumstances  prior to or existing as of the date hereof
shall  provide the basis for, and shall not be used by CPCC as the basis for any
Claim  or any  damages,  schedule  relief  or any  other  relief,  all of  which
(including  without  limitation  those  matters  listed as items 3 through  7, 9
through  11, 13, 14, 16 and 17 on Exhibit  2) are  hereby  waived.  The  parties
acknowledge  that there is disagreement as to whether any of such items 2, 8, 12
and/or 15 on  Exhibit 2  constitute  valid  bases for any  Change in the Work or
Claim,  and each party  hereby  reserves its rights with respect to each of such
items,  provided  further  that in no event shall CPCC claim or  request,  or be
entitled  to, any  increase in the  Contract  Price with  respect to number 8 in
excess of $400,000 (the foregoing not constituting any acknowledgment whatsoever
by CE Casecnan as to the merits, if any, of such claim).

          (e)  Nothing in this  Clause 4 or in this  Agreement  shall in any way
prejudice or impair any defense, in law or in equity, which CPCC may have to any
existing  or  future  cause or right of action  that CE  Casecnan  may  initiate
against CPCC.


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          5. Delivery of Financial Statements, Monthly Certification. (a) Within
10 days of the date of this Agreement,  CPCC shall deliver to CE Casecnan copies
of its,  Cooperativa  Muratori & Cementisti's and Impresa  Pizzarotti & C. Spa's
most resent  audited annual  financial  statements and its and their most recent
semi-annually  financial  statements  (audited if available or certified as true
and correct by a duly  authorized  officer of each such company,  if unaudited).
Thereafter, the Contractor shall deliver to the Owner copies of its, Cooperativa
Muratori &  Cementisti's  and Impresa  Pizzarotti  & Spa's most  recent  audited
annual  financial  statements  and  its  and  their  most  recent  semi-annually
financial statements (audited if available or certified as true and correct by a
duly authorized officer of each such company, if unaudited), in each case within
220 days of the end of the relevant accounting period.

         (b) Commencing  with the  Contractor's  Invoice  submitted in December,
CPCC,  as a  required  part  of  each  such  monthly  invoice,  shall  submit  a
certification,  signed by a duly authorized officer of each of CPCC, Cooperativa
Muratori & Cementisti  and Impresa  Pizzarotti  & C. Spa.,  stating that each of
such  companies are fully capable of satisfying,  and undertake to satisfy,  all
funding  requirements of CPCC to enable it to meet all of its obligations  under
the EPC Contract and this Agreement.

         6. EPC Contract Critical Path Schedule. The schedule attached hereto as
Exhibit  1 shall be the  Critical  Path  Schedule  under the EPC  Contract.  The
Critical  Path  Schedule  shall be changed  only if (i) the  Milestone  Schedule
and/or the  Guaranteed  Substantial  Completion  Date are modified in accordance
with the terms of the EPC Contract,  (ii) to  incorporate  agreed Changes in the
Work, if any, or (iii) with the written consent of CE Casecnan, such consent not
to be unreasonably withheld.

         7. Extension of Bank Guaranty. On or prior to June 14, 2000, CPCC shall
procure the  extension of the Banca di Roma Demand Bank  Guaranty Nr.  822ILI379
through  April 14, 2001,  and shall deliver to CE Casecnan  written  evidence of
such extension satifactory to CE Casecnan. CPCC hereby authorizes CE Casecnan to
demand,  and  consents  to CE  Casecnan  demanding,  payment  in full under such
guaranty if an extension is not so procured.

         8. Transfer of Major Existing Site Assets.  In  consideration of CPCC's
waiver of Claims  under  Claise 4 hereof,  CE Casecnan  shall also  transfer and
convey to CPCC the Major  Existing  Site  Assets,  provided  that if CE Casecnan
determines in its reasonable discretion that it needs any of such assets for the
operation  and  maintenance  of the Project  then CE Casecnan  may retain  items
having a fair  market  value of not more than  $150,000 in the  aggregate.  Such
determination and transfer shall be made within 60 days of Final Acceptance.  CE
Casecnan  shall make such transfer at no cost to CPCC,  provided  however,  that
CPCC shall be solely  responsible  for and shall pay any and all transfer taxes,
fees imposts and levies of whatsoever  nature,  if any, which may be incurred by
reason of such transfer.  Such transfer and conveyance  shall be on a quitclaim,
as-is,  where-is basis, WITH NO EXPRESS  WARRANTIES OR  REPRESENTATIONS,  AND NO
IMPLIED  WARRANTIES OR  REPRESENTATIONS,  OF ANY KIND  WHATEVER  RELATING TO THE
MAJOR EXISTING SITE ASSETS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR  PURPOSE.  The transfer documents shall incorporate the text of
the  previous  sentence  as CE  Casecnan  shall deem  appropriate.  CPCC  hereby
acknowledges and agrees that (i) the Major Existing Site Assets were left behind
by the former contractor for the Project, (ii) such assets have been utilized by
CPCC during the subsequent  approximately 42-month construction period and (iii)
certain of such assets may have been consumed during  construction,  and (iv) CE
Casecnan's  only evidence of title is a statement made by Hanbo  Corporation and
related entities conveying such assets to CE Casecnan "as-is,  where-is" with no
corresponding  warranties  as to title or  warranties  as to the  absence of any
liens,  and CE Casecnan shall have no obligation to obtain any such documents or
other evidence of title.


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          9. Staffing and Management Changes. Section 4.1 of the EPC Contract is
hereby amended by adding after  paragraph (ai) the following new paragraphs (aj)
and (ak):

                  "(aj) Fill 15 January 1999 and maintain  filled the  positions
                  in the Site  Management  Organisation  Chart in Exhibit 3 with
                  the persons named therein (where  applicable) or by persons of
                  equivalent qualification and experience."

                  "(ak)  Mobilise  to the Site by 15 April  2000 the  Plant  and
                  Equipment itemised in Exhibit 4."

          10. Cooperation in Philippines.  CPCC shall cooperate with CE Casecnan
in obtaining any  necessary  consents and  approvals of any  Authorities  to the
extension of  completion  of the Project and shall  otherwise  cooperate in good
faith on a best efforts  basis in connection  with  promoting the Project in the
Philippines as shall be requested by CE Casecnan.

          11. Other Matters not Affected.  Except as expressly set forth herein,
all other  provisions  of the EPC Contract  shall remain  unchanged  and in full
force and  effect.  The Letter  Agreement  dated  January  28,  1999  between CE
Casecnan and CPCC, except for paragraphs 2 and 4 thereof which shall survive, is
hereby  terminated and voided in its entirety.  CPCC  acknowledges  that neither
this  Agreement nor the  implementation  of any action  described  herein or the
taking of any action by any party pursuant hereto shall (i) constitute the basis
for any  request for a Change in the Work or any other claim on the part of CPCC
related to the Project,  or  constitute  or deemed to constitute a change in the
scope of the Work or a change  order and CPCC  shall  seek no  relief  under any
provision of the EPC Contract or otherwise as a result  thereof,  or (ii) modify
in any respect CPCC's obligation and  responsibility to perform and complete all
of the Work  and each  element  thereof  as  described  and  defined  in the EPC
Contract, by the Guaranteed Substantial Completion Date for the Contract Price.

          12. Approval of Stone & Webster.  CPCC and CE Casecnan each agree that
the  effectiveness of this Agreement is subject to the written approval of Stone
& Webster, as Consulting Engineer.  CPCC shall cooperate as reasonably requested
by CE Casecnan in obtaining such consent. CE Casecnan shall notify CPCC promptly
in writing  upon receipt of such  consent.  If Stone & Webster does not give its
written approval by December 7, 1999, this Agreement shall be null and void.

          13.  Governing Law. This  Agreement  shall be governed by the internal
laws of the State of New York.

          14.  Disputes.  The  provisions  of Article 36  (Disputes)  of the EPC
Contract shall apply to this  Agreement,  mutatis  mutandis,  as if set forth in
full herein.

          15. Amendments. This Agreement shall not be amended or modified except
in writing signed by both parties hereto.

          16. Entire  Agreement.  This Agreement,  the June 30, 1997 letter from
CPCC to CE Casecnan, the July 15, 1997 letter from CE Casecnan to CPCC, the July
18, 1997 letter from CPCC to CE Casecnan,  the July 25, 1997 letter from CPCC to
CE Casecnan,  and the EPC Contract  constitute the entire agreement between CPCC
and CE Casecnan with respect to the matters dealt with herein,  and there are no
oral or written understandings, representations, or


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commitments of any kind, express or implied, that are not expressly set forth in
such documents, taken collectively.

CP CASECNAN CONSORTIUM                      CE CASECNAN WATER & ENERGY
                                                     COMPANY, INC.

/s/  Angelo Franttini                                  /s/  James D. Stallmeyer
------------------------------                       ------------------------
Name:    Angelo Franttini                            Name:  James D. Stallmeyer
Title:                                               Title:   VP

Dated:  November 20, 1999                   Dated:  November 20, 1999