-4-

During the proceedings, each government shall
bear the expense of its arbitrator and of its
representation in the proceedings before the
Tribunal, whereas the expenses of the
president and other costs of the arbitration
shall be paid in equal parts by the two
governments. In its award, the Arbitral
Tribunal may reallocate expenses and costs
between the two governments.

In all other matters, the Arbitral Tribunal
shall regulate its own procedures.

ARTICLE V

(A) This Agreement shall continue in force until six
months from the date of receipt of a note by which one
government informs the other of an intent to terminate this
Agreement. In such event, the provisions of this Agreement
shall, with respect to investment support provided while this
Agreement was in force, remain in force so long as
such investment support remains outstanding, but in no case
longer than twenty years after the termination of this
Agreement.

(B) This Agreement shall enter into force on the date
on which the Royal Government of Cambodia notifies the
Government of the United States of America that all legal
requirements for entry into force of this Agreement have been
fulfilled.

In witness whereof, the undersigned, duly authorized by
their respective governments, have signed this Agreement.

Done at Phnom Penh, Cambodia on the 4th day of August,
1995, in duplicate, in the English language.

For the Government of For the Royal
the United States of America Government of Cambodia



INVESTMENT INCENTIVE AGREEMENT
BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND
THE ROYAL GOVERNMENT OF CAMBODIA

The Government of the United States of America and the
Royal Government of Cambodia;

affirming their common desire to encourage economic
activities in the Kingdom of Cambodia that promote the
development of the economic resources and productive
capacities of Cambodia; and

recognizing that this objective can be promoted through
investment support provided by the Overseas Private
Investment Corporation ("OPIC"), a development institution
and an agency of the United States of America, in the form of
investment insurance and reinsurance, debt and equity
investments and investment guaranties;

have agreed as follows:
ARTICLE I

As used in this Agreement, the following terms have the
meanings herein provided. The term "investment support"
refers to any debt or equity investment, any investment
guaranty and any investment insurance or reinsurance which is
provided by the issuer in connection with a project in the
territory of Cambodia. The term "issuer" refers to OPIC and
any successor agency of the United States of America, and any
agent of either. The term "taxes" means all present and
future taxes, levies, imposts, stamps, duties and charges
imposed by the Royal Government of Cambodia and all
liabilities with respect thereto.

ARTICLE II

(A) The issuer shall not be subject to regulation under
the laws of Cambodia applicable to insurance or financial
organizations.



(B) All operations and activities undertaken by the
issuer in connection with any investment support, and all
payments, whether of interest, principal, fees, dividends,
premiums or the proceeds from the liquidation of assets or
of any other nature, that are made, received or guaranteed by
the issuer in connection with any investment support, shall
be exempt from taxes in Cambodia. The issuer shall not be
subject to any taxes in Cambodia in connection with any
transfer, succession or other acquisition which occurs
pursuant to paragraph (C) of this Article or Article III
(A) hereof. Any project in connection with which investment
support has been provided shall be accorded tax treatment no
less favorable then that accorded to projects benefiting from
the investment support programs of any other national or
multilateral development institution which operates in
Cambodia.

(c) If the issuer makes a payment to any person or
entity, or exercises its rights as a creditor or subrogee, in
connection with any investment support, the Royal Government
of Cambodia shall recognize the transfer to, or acquisition
by, the issuer of any cash, accounts, credits, instruments or
other assets in connection with such payment, as well as the
succession of the issuer to any right, title, claim,
privilege or cause of action existing, or which may arise, in
connection therewith.

(D) With respect to any interests transferred to the
issuer or any interests to which the issuer succeeds under
this article, the issuer shall assert no greater rights than
those of the person or entity from whom such interests were
received, provided that nothing in this Agreement shall limit
the right of the Government of the United States of America
to assert a claim under international law in its sovereign
capacity, as distinct from any rights it may have as issuer
pursuant to paragraph (C) of this Article.

ARTICLE III

(A) Amounts in the currency of Cambodia, including
cash, accounts, credits, instruments or otherwise, acquired
by the issuer upon making a payment, or upon the exercise of
its rights as a creditor, in connection with any investment
support provided by the issuer for a project in Cambodia,
shall be accorded treatment in the territory of Cambodia no
less favorable as to use and conversion than the treatment to
which such funds would have been entitled in the hands of the
person or entity from which the issuer acquired such amounts.



-3-

(B) Such currency and credits may be transferred by the
issuer to any person or entity and upon such transfer shall
be freely available for use by such person or entity in the
territory of Cambodia in accordance with its laws.

ARTICLE IV

(A) Any dispute between the Government of the United
States of America and the Royal Government of Cambodia
regarding the interpretation of this Agreement or which, in
the opinion of either party hereto, presents a question of
international law arising out of any project or activity for
which investment support has been provided shall be
resolved, insofar as possible, through negotiations between
the two governments. If, six months following a request for
negotiations hereunder, the two governments have not resolved
the dispute, the dispute, including the question whether such
dispute presents a question of international law, shall be
submitted, at the initiative of either government, to an
Arbitral Tribunal for resolution in accordance with paragraph
(B) of this Article.

(B) The Arbitral Tribunal referred to in paragraph (A)
of this Article shall be established and shall function as
follows:

Each government shall appoint one arbitrator.
These two arbitrators shall by agreement
designate a president of the tribunal who
shall be a citizen of a third state and whose
appointment shall be subject to acceptance by
the two governments. The arbitrators shall be
appointed within three months, and the
president within six months of the date of the
receipt of either government’s request for
arbitration. If the appointments are not made
within the foregoing time limits, either
government may, in the absence of any other
agreement, request the Secretary-General of
the International Centre for the Settlement of
Investment Disputes to make the necessary
appointment or appointments. Both governments
hereby agree to accept such appointment or
appointments.

Decisions of the Arbitral Tribunal shall be
made by majority vote and shall be based on
the applicable principles and rules of
international law. Its decision shall be
final and binding.