EXHIBIT 4.13
                                                                    ------------



               THE ASIA SATELLITE TELECOMMUNICATIONS COMPANY LTD.
                               CONTRACT AGREEMENT

                        Made this 4th day of March, 2002

BETWEEN

      1.    The Asia Satellite Telecommunications Company Limited whose
            registered office is at 23/F East Exchange Tower, 38 Leighton Road,
            Hong Kong  ("The Employer") and

      2.    Leighton Contractors (Asia) Limited whose registered office is at
            39/F Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong ("The
            Contractor").

WHEREAS

 A.   The Employer wants to have designed and built a new satellite earth
      station in Taipo, New Territories, Hong Kong and has caused the Employer's
      Requirements to be prepared.

B     The Contractor has offered to carry out the design and construction of the
      new satellite earth station, in accordance with the Employer's
      Requirements, the Tender and the Letter of Intent, for the Contract Sum.

IT IS NOW HEREBY AGREED AS FOLLOWS:

1.    The Contractor will carry out and complete the design and construction of
      the new satellite earth station, in accordance with the Employer's
      Requirements, the Tender reference RFG/PE/js/H2118R/01/344 dated 19
      November 2001, The Contractor's letter reference JFN/KM/js/H2118R/01/345
      and the Letter of Intent dated 26 November 2001, for the Contract Sum. At
      present the Contract Sum consists of two options as follows:-

                                            OPTION A           OPTION B
                                            Piled Solution     Raft Solution

      D&C Package                                 HK$112.0M
      HK$101.8M

      Contingencies and Provisional Sums    HK$    7.7M        HK$    7.7M

      TOTAL                                 HK$  119.7M        HK$  109.5M

      The two options will be proceeded with in parallel and a decision made as
      to which option will be finally adopted at a time suitable to the
      programme so as not to cause any delay to the Works.

2.    The Contractor further agrees to manage the contingency and provisional
      sums for the stated amounts in both options whereby the sum can rise to a
      maximum


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of HK$20M without attracting any additional overheads or profit.

3.    This Agreement adopts the definitions set out in the General Conditions.

In witness whereof the Parties have executed this Agreement on the date first
written above.

SIGNED BY the Chief Executive Officer)
for and on behalf of ASIA SATELLITE  )
TELECOMMUNICATIONS                   )
COMPANY LIMITED                      )
                                                _____________________________
                                                Peter Jackson
in the presence of:



_____________________________

Name of Witness : Catherine Chang




SIGNED BY the                        )
for and on behalf of LEIGHTON        )
CONTRACTORS (ASIA) LIMITED           )         _____________________________
                                               Print Name :
In the presence of:



_____________________________

Name of Witness :



<PAGE>



PROPOSED SATELLITE EARTH STATION
AT TAI PO INDUSTRIAL ESTATE DESIGN               GENERAL CONDITIONS OF CONTRACT
AND BUILD TENDER DOCUMENTS
--------------------------------------------------------------------------------







                              2. GENERAL CONDITIONS

                         General Conditions of Contract

                                       for

                       Proposed Satellite Earth Station at

                            Tai Po Industrial Estate






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GENERAL CONDITIONS

CONTENTS

1.       GENERAL PROVISIONS....................................................7
1.1      Definitions...........................................................7
1.2      Interpretation.......................................................11
1.3      Communications.......................................................11
1.4      Law and Language.....................................................12
1.5      Priority of Documents................................................12
1.6      Contract Agreement...................................................12
1.7      Assignment...........................................................12
1.8      Care and Supply of Documents.........................................13
1.9      Confidentiality......................................................13
1.10     Employer's Use of Contractor's Documents.............................13
1.11     Contractor's Use of Employer's Documents.............................14
1.12     Confidential Details.................................................14
1.13     Compliance with Laws.................................................15
1.14     Joint and Several Liability..........................................15

2.EMPLOYER....................................................................15
2.1      Right of Access to the Site..........................................15
2.2      Permits, Licences or Approvals.......................................16
2.3      Employer's Personnel.................................................16
2.4      Not Applicable.......................................................16
2.5      Employer's Claims....................................................16

3.       THE EMPLOYER'S ADMINISTRATION........................................17
3.1      The Employer's Representative........................................17
3.2      Other Employer's Personnel...........................................17
3.3      Delegated Persons....................................................18
3.4      Instructions.........................................................18
3.5      Determinations.......................................................18
3.6      Good Faith...........................................................19

4.       THE CONTRACTOR.......................................................19
4.1      Contractor's General Obligations.....................................19
4.2      Guarantee............................................................19
4.3      Contractor's Representative..........................................20
4.4      Subcontractors.......................................................20
4.5      Nominated Subcontractors.............................................20
4.6      Co-operation.........................................................20
4.7      Setting Out..........................................................21
4.8      Safety Procedures....................................................21
4.9      Quality Assurance....................................................22
4.10     Site Data............................................................22
4.11     Verification and Interpretation of Site Data.........................22
4.12     Latent Physical Conditions and Unforeseeable Difficulties............22
4.13     Rights of Way and Facilities.........................................23
4.14     Avoidance of Interference............................................23
4.15     Access Route.........................................................23
4.16     Transport of Goods...................................................24


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4.17     Contractor's Equipment...............................................24
4.18     Protection of the Environment........................................24
4.19     Electricity, Water and Gas...........................................24
4.20     Employer's Equipment and Free-Issue Material.........................25
4.21     Progress Reports.....................................................25
4.22     Security of the Site.................................................26
4.23     Contractor's Operations..............................................26
4.24     Fossils..............................................................27

5.       DESIGN...............................................................27
5.1      General Design Obligations...........................................27
5.2      Contractor's Documents...............................................28
5.3      Contractor's Undertaking.............................................29
5.4      Technical Standards and Regulations..................................29
5.5      Training.............................................................29
5.6      As-Built Documents...................................................30
5.7      Operation and Maintenance Manuals....................................30
5.8      Design Error.........................................................30

6.       STAFF AND LABOUR.....................................................30
6.1      Engagement of Staff and Labour.......................................30
6.2      Rates of Wages and Conditions of Labour..............................31
6.3      Persons in the Service of Others.....................................31
6.4      Labour Laws..........................................................31
6.5      Working Hours........................................................31
6.6      Facilities for Staff and Labour......................................31
6.7      Health and Safety....................................................31
6.8      Contractor's Superintendence.........................................32
6.9      Contractor's Personnel...............................................32
6.10     Records of Contractor's Personnel and Equipment......................33
6.11     Disorderly Conduct...................................................33

7.       PLANT, MATERIALS AND WORKMANSHIP.....................................33
7.1      Manner of Execution..................................................33
7.2      Samples..............................................................33
7.3      Inspection...........................................................33
7.4      Testing..............................................................34
7.5      Rejection............................................................35
7.6      Remedial Work........................................................35
7.7      Ownership of Plant and Materials.....................................36
7.8      Royalties............................................................36

8.       COMMENCEMENT, DELAYS AND SUSPENSION..................................36
8.1      Commencement of Works................................................36
8.2      Time for Completion..................................................37
8.3      Programme............................................................37
8.4      Extension of Time for Completion.....................................38
8.5      Delays Caused by Authorities.........................................39
8.6      Rate of Progress.....................................................39
8.7      Delay Damages........................................................39
8.8      Suspension of Work...................................................40
8.9      Consequences of Suspension...........................................40


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8.10     Payment for Plant and Materials in Event of Suspension...............41
8.11     Prolonged Suspension.................................................41
8.12     Resumption of Work...................................................41
8.13     Suspension at Contractor's Request...................................41

9.       TESTS ON COMPLETION..................................................41
9.1      Contractor's Obligations.............................................41
9.2      Delayed Tests........................................................42
9.3      Retesting............................................................42
9.4      Failure to Pass Tests on Completion..................................43

10.      EMPLOYER'S TAKING OVER...............................................43
10.1     Taking Over of the Works and Sections................................43
10.2     Taking Over of Parts of the Works....................................44
10.3     Interference with Tests on Completion................................44

11.      DEFECTS LIABILITY....................................................44
11.1     Completion of Outstanding Work and Remedying Defects.................44
11.2     Cost of Remedying Defects............................................44
11.3     Extension of Defects Notification Period.............................45
11.4     Failure to Remedy Defects............................................45
11.5     Removal of Defective Work............................................45
11.6     Further Tests........................................................46
11.7     Right of Access......................................................46
11.8     Contractor to Search.................................................46
11.9     Performance Certificate..............................................46
11.10    Clearance of Site....................................................46

12.      TESTS AFTER COMPLETION...............................................47
12.1     Procedure for Tests after Completion.................................47
12.2     Delayed Tests........................................................47
12.3     Retesting............................................................48
12.4     Failure to Pass Tests after Completion...............................48

13.      VARIATIONS AND ADJUSTMENTS...........................................48
13.1     Right to Vary........................................................48
13.2     Value Engineering....................................................49
13.3     Variation Procedure..................................................49
13.4     Not Applicable.......................................................50
13.5     Not Applicable.......................................................50
13.6     Adjustments for Changes in Legislation...............................50
13.7     Adjustments for Changes in Costs.....................................50

14.      CONTRACT PRICE AND PAYMENT...........................................50
14.1     The Contract Price...................................................50
14.2     Advance Payment......................................................51
14.3     Application for Interim Payments.....................................51
14.4     Schedule of Payments.................................................51
14.5     Timing of Payments...................................................51
14.6     Delayed Payment......................................................51
14.7     Retention Money......................................................52
14.8     Statement at Completion..............................................52


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14.9     Application for Final Payment........................................52
14.10    Discharge............................................................53
14.11    Final Payment........................................................53
14.12    Cessation of Employer's Liability....................................53
14.13    Currencies of Payment................................................53

15.      DEFAULT..............................................................53
15.1     Preservation of Other Rights.........................................53
15.2     Contractor's Default.................................................53
15.3     Employer's Notice to Show Cause......................................54
15.4     Principal's Rights...................................................54
15.5     Completion of Works Taken Out........................................54
15.6     Adjustment on Completion of Work Taken Out...........................55
15.7     Employer's Entitlement to Termination................................55
15.8     Employer's Default...................................................55
15.9     Contractor's Notice to Show Cause....................................56
15.10    Contractor's Rights..................................................56
15.11    Termination..........................................................57

16.      INSOLVENCY...........................................................57

17.      RISK AND RESPONSIBILITY..............................................58
17.1     Indemnities..........................................................58
17.2     Contractor's Care of the Works.......................................59
17.3     Employer's Risks.....................................................59
17.4     Consequences of Employer's Risks.....................................60
17.5     Intellectual and Industrial Property Rights..........................60
17.6     Limitation of Liability..............................................61

18.      INSURANCE............................................................61
18.1     General Requirements for Insurance's.................................61
18.2     Insurance for Works and Contractor's Equipment.......................63
18.3     Insurance against Injury to Persons and Damage to Propert............64
18.4     Insurance for Contractor's Personnel.................................65

19.      FORCE MAJEURE........................................................65
19.1     Definition of Force Majeure..........................................65
19.2     Notice of Force Majeure..............................................66
19.3     Duty to Minimise Delay...............................................66
19.4     Consequences of Force Majeure........................................66
19.5     Force Majeure affecting Subcontractor................................66
19.6     Optional Termination, Payment and Release............................67
19.7     Release from Performance under the Law...............................67

20.      CLAIMS, DISPUTES AND ARBITRATION.....................................67
20.1     Contractor's Claims..................................................67
20.2     Disputes.............................................................68
20.3     Amicable Settlement..................................................69
20.4     Arbitration..........................................................69


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<PAGE>


GENERAL CONDITIONS

1.   GENERAL PROVISIONS

     1.1   DEFINITIONS

           In the Conditions of Contract ("these Conditions"), which
           include Particular Conditions and these General Conditions,
           the following words and expressions shall have the meanings
           stated. Words indicating persons or parties include
           corporations and other legal entities, except where the
           context requires otherwise.

           1.1.1 THE CONTRACT

                 1.1.1.1   "CONTRACT" means the Contract Agreement, these
                           Conditions, the Employer's Requirements, the Tender,
                           and the further documents (if any) which are listed
                           in the Contract Agreement.

                 1.1.1.2   "CONTRACT AGREEMENT" means the instrument of
                           agreement executed by the Parties to which these
                           Conditions are attached, including any annexed
                           memoranda.

                 1.1.1.3   "EMPLOYER'S REQUIREMENTS" means the document entitled
                           "Employer's Requirements", as included in the
                           Contract, and any additions and modifications to such
                           document in accordance with the Contract. Such
                           document specifies the scope, quality and/or design
                           and/or other functional and/or technical
                           requirements, for the Works.

                 1.1.1.4   "TENDER" means the Contractor's signed offer for the
                           Work and all other documents which the Contractor
                           submitted therewith (other than these Conditions and
                           the Employer's Requirements, if so submitted), if and
                           to the extent listed in the Contract Agreement.

                 1.1.1.5   "PERFORMANCE GUARANTEES" and "SCHEDULE OF PAYMENTS"
                           mean the documents so named (if any), included in the
                           Contract.

           1.1.2 PARTIES AND PERSONS

                 1.1.2.1   "PARTY" means the Employer or the Contractor, as the
                           context requires.

                 1.1.2.2   "EMPLOYER" means the person named as employer in the
                           Contract Agreement and the legal successors in title
                           to this person.

                 1.1.2.3   "CONTRACTOR" means the person(s) named as contractor
                           in the Contract Agreement and legal successors in
                           title to this person(s).

                 1.1.2.4   "EMPLOYER'S REPRESENTATIVE" means the person named by
                           the Employer in the Contract or appointed from time
                           to time by the Employer under Sub-Clause 3.1 [The
                           Employer's Representative], who acts on behalf of the
                           Employer.


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<PAGE>

                 1.1.2.5   "CONTRACTOR'S REPRESENTATIVE" means the person named
                           by the Contractor in the Contract or appointed from
                           time to time by the Contractor under Sub-Clause 4.3
                           [Contractor's Representative], who acts on behalf of
                           the Contractor.

                 1.1.2.6   "EMPLOYER'S PERSONNEL" means the Employer's
                           Representative, the assistants referred to in
                           Sub-Clause 3.2 [Other Employer's Personnel] and all
                           other staff, labour and other employees of the
                           Employer and of the Employer's Representative; and
                           any other personnel notified to the Contractor, by
                           the Employer or the Employer's Representative, as
                           Employer's Personnel.

                 1.1.2.7   "CONTRACTOR'S PERSONNEL" means the Contractor's
                           Representative and all personnel whom the Contractor
                           utilises on Site, who may include the staff, labour
                           and other employees of the Contractor and of each
                           Subcontractor; and any other personnel assisting the
                           Contractor in the execution of the Works.

                 1.1.2.8   "SUBCONTRACTOR" means any person named in the
                           Contract as a subcontractor, or any person appointed
                           by the Contractor as a subcontractor, to perform part
                           of the Works or a nominated Subcontractor; and the
                           legal successors in title to each of these persons.

           1.1.3 DATES, TESTS, PERIODS AND COMPLETION

                 1.1.3.1   "BASE DATE" means the date stated in the Particular
                           Conditions.

                 1.1.3.2   "COMMENCEMENT DATE" means the date notified under
                           Sub-Clause 8.1 [Commencement of Works], unless
                           otherwise stated in the Particular Conditions.

                 1.1.3.3   "TIME FOR COMPLETION" means the time for completing
                           the Works or a Section (as the case may be) under
                           Sub-Clause 8.2 [Time for Completion], as stated in
                           the Particular Conditions (with any extension under
                           Sub-Clause 8.4 [Extension of Time for Completion]).

                 1.1.3.4   "TESTS ON COMPLETION" means the tests which are
                           specified in the Contract or agreed by both Parties
                           or instructed as a Variation, and which are carried
                           out under Clause 9 [Tests on Completion] before the
                           Works or a Section (as the case may be) are taken
                           over by the Employer.

                 1.1.3.5   "TAKING-OVER CERTIFICATE" means a certificate issued
                           under Clause 10 [Employer's Taking Over].

                 1.1.3.6   "TESTS AFTER COMPLETION" means the tests (if any)
                           which are specified in the Contract and which are
                           carried out under Clause 12 [Tests after Completion]
                           after the Works or a Section (as the


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                           case may be) are taken over by the Employer.

                 1.1.3.7   "DEFECTS NOTIFICATION PERIOD" means the period for
                           notifying defects in the Works or a Section (as the
                           case may be) under Sub-Clause 11.1 [Completion of
                           Outstanding Work and Remedying Defects], as stated in
                           the Particular Conditions (with any extension under
                           Sub-Clause 11.3 [Extension of Defects Notification
                           Period]), calculated from the date on which the Works
                           or Section is completed as certified under Sub-Clause
                           10.1 [Taking Over of the Works and Sections]. If no
                           such period is stated in the Particular Conditions,
                           the period shall be one year.

                 1.1.3.8   "PERFORMANCE CERTIFICATE" means the certificate
                           issued under Sub-Clause 11.9 [Performance
                           Certificate].

                 1.1.3.9   "DAY" means a calendar day and `YEAR" means 365 days.

           1.1.4 MONEY AND PAYMENTS

                 1.1.4.1   "CONTRACT PRICE" means the agreed amount stated in
                           the Particular Conditions for the design, execution
                           and completion of the Works and the remedying of any
                           defects, but subject to:

                           (a)   adjustments (if any) in accordance with the
                                 Contract;

                           (b)   adjustments (if any) for valid claims by the
                                 Contractor in respect of the Works due to an
                                 act or omission on the part of the Employer
                                 or Employer's Personnel; and

                           (c)   adjustments (if any) for valid claims by the
                                 Employer in respect of the Works due to an
                                 act or omission on the part of the
                                 Contractor or Contractor's Personnel.

                 1.1.4.2   "COST" means all expenditure reasonably incurred (or
                           to be incurred) by the Contractor, whether on or off
                           the Site, including overhead and similar charges, but
                           does not include profit.

                 1.1.4.3   "FINAL STATEMENT" means the statement defined in
                           Sub-Clause 14.9 [Application for Final Payment].

                 1.1.4.4   Not Applicable.

                 1.1.4.5   "REASONABLE PROFIT" means profit on Costs calculated
                           at the percentage nominated in the Particular
                           Conditions.

                 1.1.4.6   "RETENTION MONEY" means the accumulated retention
                           moneys which the Employer retains and pays under
                           Sub-Clause 14.7 [Retention Money].


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                 1.1.4.7   "STATEMENT" means a statement submitted by the
                           Contractor as part of an application for payment
                           under Clause 14 [Contract Price and Payment].

           1.1.5 WORKS AND GOODS

                 1.1.5.1   "CONTRACTOR'S EQUIPMENT" means all apparatus,
                           machinery, vehicles and other things required for the
                           execution and completion of the Works and the
                           remedying of any defects. However, Contractor's
                           Equipment excludes Temporary Works, Employer's
                           Equipment (if any), Plant, Materials and any other
                           things intended to form or forming part of the
                           Permanent Works.

                 1.1.5.2   "GOODS" means Contractor's Equipment, Materials,
                           Plant and Temporary Works, or any of them as
                           appropriate.

                 1.1.5.3   "MATERIALS" means things of all kinds (other than
                           Plant) intended to form or forming part of the
                           Permanent Works, including the materials (if any) to
                           be supplied by the Contractor under the Contract.

                 1.1.5.4   "PERMANENT WORKS" means the permanent works to be
                           designed and executed by the Contractor under the
                           Contract.

                 1.1.5.5   "PLANT" means the apparatus, machinery and vehicles
                           intended to form or forming part of the Permanent
                           Works.

                 1.1.5.6   "SECTION" means a part of the Works specified in the
                           Particular Conditions as a Section (if any).

                 1.1.5.7   "TEMPORARY WORKS" means all temporary works of every
                           kind (other than Contractor's Equipment) required on
                           Site for the execution and completion of the
                           Permanent Works and the remedying of any defects.

                 1.1.5.8   "WORKS" mean the Permanent Works and the Temporary
                           Works, or either of them as appropriate.

           1.1.6 OTHER DEFINITIONS

                 1.1.6.1   "CONTRACTOR'S DOCUMENTS" means the calculations,
                           computer programs and other software, drawings,
                           manuals, models and other documents of a technical
                           nature supplied by the Contractor under the Contract;
                           as described in Sub-Clause 5.2 [Contractor's
                           Documents].

                 1.1.6.2   "COUNTRY" means the country in which the Site (or
                           most of it) is located, where the Permanent Works are
                           to be executed.

                           "EMPLOYER'S EQUIPMENT" means the apparatus, machinery
                           and vehicles (if any) made available by the Employer
                           for the use of the Contractor in the execution of the
                           Works, as stated in the


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                           Employer's Requirements; but does not include Plant
                           which has not been taken over by the Employer.

                 1.1.6.3   "FORCE MAJEURE" means an exceptional event or
                           circumstance as defined in Clause 19 [Force Majeure].

                 1.1.6.4   "LAWS" means all national (or state) legislation,
                           statutes, ordinances and other laws, and regulations
                           and by-laws of any legally constituted public
                           authority in the country or jurisdiction stated in
                           the Particular Conditions.

                 1.1.6.5   "GUARANTEE" means the guarantee to be provided by
                           under Sub-Clause 4.2 [Guarantee].

                 1.1.6.6   "SITE" means the places where the Permanent Works are
                           to be executed and to which Plant and Materials are
                           to be delivered, and any other places as may be
                           specified in the Contract as forming part of the
                           Site.

                 1.1.6.7   "UNFORESEEABLE" means not reasonably foreseeable by
                           an experienced contractor by the Base Date.

                 1.1.6.8   "VARIATION" means any change to the Employer's
                           Requirements or the Works, which is instructed or
                           approved as a variation under Clause 13 [Variations
                           and Adjustments].

     1.2   INTERPRETATION

           In the Contract, except where the context requires otherwise:

           (a)   words indicating one gender include all genders;

           (b)   words indicating the singular also include the plural and
                 words indicating the plural also include the singular;

           (c)   provisions including the word "agree", "agreed" or
                 "agreement" require the agreement to be recorded in writing;
                 and

          (d)    "written" or "in writing" means hand-written, type-written,
                 printed or electronically made, and resulting in a permanent
                 record.

          The headings shall not be taken into consideration in the
          interpretation of these Conditions.

     1.3  COMMUNICATIONS

          Wherever these Conditions provide for the giving or issuing of
          approvals, certificates, consents, determinations, notices and
          requests, these communications shall be:

           (a)    in writing and delivered by hand (against receipt), sent by
                  mail or courier, or transmitted using any of the agreed
                  systems of electronic transmission as stated in the Particular
                  Conditions; and


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<PAGE>

           (b)    delivered, sent or transmitted to the address for the
                  recipient's communications as stated in the Contract; and

           (c)    if the recipient gives notice of another address,
                  communications shall thereafter be delivered accordingly; and

           (d)    if the recipient has not stated otherwise when requesting an
                  approval or consent, it may be sent to the address from which
                  the request was issued.

          Approvals, certificates, consents and determinations shall not be
          unreasonably withheld or delayed.

     1.4  LAW AND LANGUAGE

          The Contract shall be governed by the law of the country (or other
          jurisdiction) stated in the Particular Conditions.

          If there are versions of any part of the Contract which are written in
          more then one language, the version which is in the ruling language
          stated in the Particular Conditions shall prevail.

          The language for communications shall be that stated in the Particular
          Conditions. If no language is stated there, the language for
          communications shall be the language in which the Contract (or most of
          it) is written.

     1.5  PRIORITY OF DOCUMENTS

          The documents forming the Contract are to be taken as mutually
          explanatory of one another. For the purposes of interpretation, the
          priority of the documents shall be in accordance with the following
          sequence:

          (a)   the Contract Agreement;
          (b)   the Particular Conditions;
          (c)   these General Conditions;
          (d)   the Employer's Requirements;
          (e)   the Tender and any other documents forming part of the Contract.

     1.6  CONTRACT AGREEMENT

          The Contract shall become into full force and effect on the date
          stated in the Contract Agreement.

     1.7  ASSIGNMENT

          Neither Party shall assign the whole or any part of the Contract or
          any benefit or interest in or under the Contract. However, either
          Party:

          (a)  may assign the whole or any part with the prior agreement of the
               other Party, at the sole discretion of such other Party, and


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<PAGE>

          (b)  may, as security in favour of a bank or financial institution,
               assign its right to any moneys due, or to become due under the
               Contract.

     1.7  CARE AND SUPPLY OF DOCUMENTS

               Each of the Contractor's Documents shall be in the custody and
               care of the Contractor, unless and until taken over by the
               Employer. Unless otherwise stated in the Employer's Requirements,
               the Contractor's shall supply to the Employer six copies of each
               of the Contractor's Documents.

               The Contractor shall keep a copy of the Contract, publications
               named in the Employer's Requirements, the Contractor's Documents,
               and Variations and other communications given under the Contract.
               The Employer's Personnel shall have the right of access to all
               these documents at all reasonable times.

               If a Party becomes aware of an error or defect of a technical
               nature in a document which was prepared for use in executing the
               Works, the Party shall promptly give notice to the other Party of
               such error or defect. The Parties shall then confer in good faith
               with a view to resolving the error or defect.

               If the Contractor suffers delay and/or incurs Costs in performing
               any additional work arising out of a change in scope of the Works
               which is necessary to resolve any error or defect in the
               documents, the Contractor shall give notice to the Employer and
               shall be entitled subject to Sub-Clause 20.1 [Contractor's
               Claims] to:

         (a)   an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

         (b)   payment of any such Cost, which shall be added to the Contract
               Price;

               where, and to the extent that, the error or defect is comprised
               in, or arose as a result of the incorrectness of, portions of the
               Employer's Requirements for which the Employer is responsible
               under Sub-Clause 5.1 [General Design Obligations].

               After receiving this notice, the Employer shall proceed in
               accordance with Sub-Clause 3.5 [Determinations] to agree or
               determine these matters.

     1.9  CONFIDENTIALITY

          Both Parties shall treat the details of the Contract as private and
          confidential, except to the extent necessary to carry out obligations
          under it or to comply with applicable Laws. The Contractor shall not
          publish, permit to be published, or disclose any particulars of the
          Works in any trade or technical paper or elsewhere without the
          previous agreement of the Employer.

     1.10 EMPLOYER'S USE OF CONTRACTOR'S DOCUMENTS

          As between the Parties, the Contractor shall retain the ownership,
          copyright


                                       14
<PAGE>

          and other intellectual property rights in the Contractor's Documents
          and other design documents made by (or on behalf of) the Contractor.
          The Employer agrees that it does not have a right of ownership or
          other proprietary interest in the Contractor's Documents or in any
          intellectual property of the Contractor or which the Contractor is
          licensed to use except as provided for in this Contract.

          Subject to payment to the Contractor of the Contract Price, the
          Contractor shall give to the Employer a non-terminable transferable
          non-exclusive royalty-free licence to copy, use and communicate the
          Contractor's Documents, including making and using modifications of
          them, for the purposes permitted under this Sub-Clause. This licence
          shall:

          (a)  apply throughout the actual or intended working life (whichever
               is longer) of the relevant parts of the Works,

          (b)  entitle any person in proper possession of the relevant part of
               the Works to copy, use and communicate the Contractor's Documents
               for the purposes of completing, operating, maintaining, altering,
               adjusting, repairing and demolishing the Works, and

          (c)  in the case of Contractor's Documents which are in the form of
               computer programs and other software, permit their use on any
               computer on the Site and other places as envisaged by the
               Contract, including replacements of any computers supplied by the
               Contractor.

               The Contractor's Documents and other design documents made by (or
               on behalf of) the Contractor shall not, without the Contractor's
               consent, be used, copied or communicated to a third party by (or
               on behalf of) the Employer for purposes other than those
               permitted under this Sub-Clause.

     1.11 CONTRACTOR'S USE OF EMPLOYER'S DOCUMENTS

          As between the Parties, the Employer shall retain the ownership,
          copyright and other intellectual property rights in the Employer's
          Requirements and other documents made by (or on behalf of) the
          Employer. The Contractor may, at his cost, copy, use, and obtain
          communication of these documents for the purposes of the Contract.

          These documents shall not, without the Employer's consent, be copied,
          used or communicated to a third party by the Contractor, except as
          necessary for the purposes of the Contract.

     1.12 CONFIDENTIAL DETAILS

          The Contractor shall not be required to disclose, to the Employer, any
          information which the Contractor described in the Tender as being
          confidential. The Contractor shall disclose any other information
          which the Employer may reasonably require in order to verify the
          Contractor's compliance with the Contract. The Employer may, however,
          require the Contractor to disclose any information necessary for
          completing, operating, maintaining, altering, adjusting, repairing and


                                       15
<PAGE>

          demolishing the Works. Confidential information disclosed on such
          basis should strictly be confined for the purposes stated above.

     1.13 COMPLIANCE WITH LAWS

          The Contractor shall, in performing the Contract, comply with
          applicable Laws. Unless otherwise stated in the Particular Conditions:

          (a)  the Employer shall have obtained (or shall obtain), and shall
               provide copies to the Contractor of, the planning, zoning or
               similar permission for the Permanent Works, and any other
               permissions described in the Employer's Requirements as having
               been (or being) obtained by the Employer; and the Employer shall
               indemnify and hold the Contractor harmless against and from the
               consequences of any failure to do so; and

          (b)  the Contractor shall give all notices, pay all taxes, duties and
               fees, and obtain all permits, licences and approvals, as required
               by the Laws in relation to the design, execution and completion
               of the Works and the remedying of any defects; and the Contractor
               shall indemnify and hold the Employer harmless against and from
               the consequences of any failure to do so.

     1.14 JOINT AND SEVERAL LIABILITY

          If the Contractor constitutes (under applicable Laws) a joint venture,
          consortium or other unincorporated grouping of two or more persons,
          these persons shall:

          (a)  be deemed to be jointly and severally liable to the Employer for
               the performance of the Contract;

          (b)  notify the Employer as soon as reasonably practicable of their
               leader who shall have authority to bind the Contractor and each
               of these persons; and

          (c)  the Contractor shall not alter its composition or legal status
               without the prior consent of the Employer (such consent not to be
               unreasonably withheld).

2.   THE EMPLOYER

     2.1  RIGHT OF ACCESS

          The Employer shall give the Contractor right of access to, and
          possession of, all parts of the Site within the time (or times) stated
          in the Particular Conditions. The right and possession may not be
          exclusive to the Contractor. If, under the Contract, the Employer is
          required to give (to the Contractor) possession of any foundation,
          structure, plant OR means of access, the Employer shall do so in the
          time and manner stated in the Employer's Requirements.

          If no such time is stated in the Particular Conditions, the Employer
          shall give the Contractor right of access to, and possession of, the
          Site with effect from the Commencement Date.

          If the Contractor suffers delay and/or incurs Cost as a result of a
          failure by the Employer to give any such right or possession within


                                       16
<PAGE>


          such time, or to maintain such right or possession, the Contractor
          shall give notice to the Employer and shall be entitled subject to
          Sub-Clause 20.1 [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (b)  Co) payment of any such Cost plus Reasonable Profit, which shall
               be added to the Contract Price.

          After receiving this notice, the Employer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine these
          matters.

          However, if the Employer's failure was caused by any error or delay by
          the Contractor, including an error in, or delay in the submission of,
          any of the Contractor's Documents, the Contractor shall not be
          entitled to such extension of time, Cost or Reasonable Profit.

     2.2  PERMITS, LICENCES OR APPROVALS

          The Employer shall (where he is in a position to do so) provide
          reasonable assistance to the Contractor at the request of the
          Contractor:

          (a)  by obtaining copies of the Laws which are relevant to the
               Contract but are not readily available;

          (b)  for the Contractor's applications for any permits, licences or
               approvals required by the Laws;

          Which the Contractor is required to obtain under Sub-Clause 1.13
          [Compliance with Laws], for the delivery of Goods, including clearance
          through customs, and for the export of Contractor's Equipment when it
          is removed from the Site.

     2.3  EMPLOYER'S PERSONNEL

          The Employer shall be responsible for ensuring that the Employer's
          Personnel and the Employer's other contractors on the Site:

          (a)  co-operate with the Contractor's efforts under Sub-Clause 4.6
               [Co-operation], and

          (b)  take actions similar to those which the Contractor is required to
               take under sub-paragraphs (a), (b) and (c) of Sub-Clause 4.8
               [Safety Procedures] and under Sub-Clause 4.18 [Protection of the
               Environment].

     2.4  NOT APPLICABLE

2.5  EMPLOYER'S CLAIM

     If the Employer considers himself to be entitled to any payment under any
     Clause of these Conditions or otherwise in connection with the Contract,
     and/or to any extension of the Defects Notification Period, he shall give
     notice and particulars to the Contractor. However, notice is not required
     for payments due under Sub-Clause


                                       17
<PAGE>

     4.19 [Electricity, Water and Gas], under Sub-Clause 4.20 [Employer's
     Equipment and Free Issue Material], or for other services requested by the
     Contractor.

     The notice shall be given as soon as practicable after the Employer became
     aware of the event or circumstances giving rise to the claim. A notice
     relating to any extension of the Defects Notification Period shall be given
     before the expiry of such period.

     The particulars shall specify the Clause or other basis of the claim, and
     shall include substantiation of the amount and/or extension to which the
     Employer considers himself to be entitled in connection with the Contract.
     The Employer shall then proceed in accordance with Sub-Clause 3.5
     [Determinations] to agree or determine (i) the amount (if any) which the
     Employer is entitled to be paid by the Contractor, and/or (ii) the
     extension (if any) of the Defects Notification Period in accordance with
     Sub-Clause 11.3 [Extension of Defects Notification Period].

     The Employer may deduct this amount from any moneys due, or to become due,
     to the Contractor. The Employer shall only be entitled to set off against
     or make any deduction from an amount due to the Contractor, or to otherwise
     claim against the Contractor, in accordance with this Sub-Clause.

3.   THE EMPLOYER'S ADMINISTRATION

     3.1  THE EMPLOYER'S REPRESENTATIVE

          The Employer may appoint an Employer's Representative to act on his
          behalf under the Contract. In this event, he shall give notice to the
          Contractor of the name, address, duties and authority of the
          Employer's Representative.

          The Employer's Representative shall carry out the duties assigned to
          him, and shall exercise the authority delegated to him, by the
          Employer. Unless and until the Employer notifies the Contractor
          otherwise, the Employer's Representative shall be deemed to be
          responsible to discharge all the duties of the Employer under the
          Contract, except to pay the Contract Price, and to have the full
          authority of the Employer under the Contract, except in respect of
          Clause 15 [Default].

          If the Employer wishes to replace any person appointed as Employer's
          Representative, the Employer shall give the Contractor not less than
          14 days' notice of the replacement's name, address, duties and
          authority, and of the date of appointment.

     3.2  OTHER EMPLOYER'S PERSONNEL

          The Employer or the Employer's Representative may from time to time
          assign duties and delegate authority to assistants, and may also
          revoke such assignment or delegation. These assistants may include a
          resident engineer, and/or independent inspectors appointed to inspect
          and/or test items of Plant and/or Materials. The assignment,
          delegation or revocation shall not take effect until a copy of it has
          been received by the Contractor.

          Assistants shall be suitably qualified persons, who are competent to
          carry out these duties and exercise this authority, and who are fluent
          in the language for


                                       18
<PAGE>

          communications defined in Sub-Clause 1.4 [Law and Language]. If the
          Contractor makes a reasonable objection to the appointment of an
          assistant pursuant to this Sub-Clause, the Employer shaI1 terminate
          the appointment.

     3.3  DELEGATED PERSONS

          All these persons, including the Employer's Representative and
          assistants, to whom duties have been assigned or authority has been
          delegated, shall only be authorised to issue instructions to the
          Contractor to the extent defined by the delegation. Any approval,
          check, certificate, consent, examination, inspection, instruction,
          notice, proposal, request, test, or similar act by a delegated person,
          in accordance with the delegation, shall have the same effect as
          though the act had been an act of the Employer. However:

          (a)  00 unless otherwise stated in the delegated person's
               communication relating to such act, it shall not relieve the
               Contractor from any responsibility he has under the Contract,
               including responsibility for errors, omissions, discrepancies and
               non-compliances;

          (b)  any failure to disapprove any work, Plant or Materials shall not
               constitute approval, and shall therefore not prejudice the right
               of the Employer to reject the work, Plant or Materials; and

          (c)  if the Contractor questions any determination or instruction of a
               delegated person, the Contractor may refer the matter to the
               Employer, who shall promptly confirm, reverse or vary the
               determination or instruction.

     3.4  INSTRUCTIONS

          The Employer may issue to the Contractor instructions which may be
          necessary for the Contractor to perform his obligations under the
          Contract. Each instruction shall be given in writing and shall state
          the obligations to which it relates and the Sub-Clause (OR other term
          of the Contract) in which the obligations are specified. If any such
          instruction constitutes a Variation, Clause 13 [Variations and
          Adjustments] shall apply.

          The Contractor shall take instructions from the Employer, or from the
          Employer's Representative or an assistant to whom the appropriate
          authority has been delegated under this Clause.

     3.5  DETERMINATIONS

          Whenever these Conditions provide that either Party shall proceed in
          accordance with this Sub-Clause 3.5 to agree or determine any matter,
          both Parties shall consult with each other in good faith in an
          endeavour to reach agreement. If agreement is not achieved, the
          Employer shall make a fair determination in accordance with the
          Contract, taking due regard of all relevant circumstances.

          The Employer shall give notice to the Contractor of each agreement or
          determination, with supporting particulars. Each Party shall give
          effect to each agreement or determination unless the Contractor gives
          notice, to the Employer, of his dissatisfaction with a determination
          within 14 days of receiving it. Either Party may


                                       19
<PAGE>

          then refer the matter to dispute in accordance with Clause 20 herein..

     3.6  GOOD FAITH

          The Parties warrant that they shall act and perform their respective
          obligations in good faith. The Employer will ensure that the
          Employer's Representative acts in good faith in the discharge of his
          duties and exercise of his authority under the Contract. Similarly,
          the Contractor will ensure that the Contractor's Representative acts
          in good faith in the discharge of his duties and exercise of his
          authority under the Contract.

          Acting in good faith includes:

          (a)  being fair, reasonable and honest;

          (b)  acting within the time prescribed in the Contract, or where no
               time is prescribed, within a reasonable time;

          (c)  doing all things reasonably expected by the other Party in
               accordance with the Contract; and

          (d)  not impeding or restricting the other Party's performance.

4.   THE CONTRACTOR

     4.1  CONTRACTOR'S GENERAL OBLIGATIONS

          The Contractor shall design, execute and complete the Works in
          accordance with the Contract, and shall, subject to Clause 11 [Defects
          Liability], remedy any defects in the Works. When completed, the Works
          shall conform with the Contractor's Documents.

          The Contractor shall provide the Plant and Contractor's Documents
          specified in the Contract, and all Contractor's Personnel, Goods,
          consumables and other things and services, whether of a temporary or
          permanent nature, required in and for this design, execution,
          completion of and remedying of defects in the Works.

          The Works shall include only work which is necessary to satisfy the
          Employer's Requirements.

          The Contractor shall be responsible for the adequacy, stability and
          safety of all Site operations, of all methods of construction and of
          all the Works. The Contractor shall, whenever reasonably required by
          the Employer, submit details of the arrangements and methods which the
          Contractor proposes to adopt for the execution of the Works. No
          significant alteration to these arrangements and methods shall be made
          without this having previously been notified to the Employer.

     4.2  PERFORMANCE SECURITY

          The Contractor shall if so required under the Contract, deliver the
          Guarantee to the Employer within 28 days after both Parties have
          signed the Contract Agreement. The Guarantee shall be issued from
          within a country (or other jurisdiction) approved by the Employer, and
          shall be in the form (if any) annexed to the Particular Conditions


                                       20
<PAGE>

          or in another form approved by the Employer and accepted by the
          Contractor.

          The Contractor shall ensure that the Guarantee is valid and
          enforceable until the Contractor has executed and completed the Works
          and a Performance Certificate has been, or is deemed to have been,
          issued under Sub-Clause 11.9 [Performance Certificate].

          The Employer shall return the Guarantee to the Contractor within 21
          days after the Contractor has become entitled to receive the
          Performance Certificate.

     4.3  CONTRACTOR'S REPRESENTATIVE

          The Contractor shall appoint the Contractor's Representative and shall
          give him all authority necessary to act on the Contractor's behalf
          under the Contract.

          Unless the Contractor's Representative is named in the Contract, the
          Contractor shall, prior to the Commencement Date, submit to the
          Employer for consent the name and particulars of the person the
          Contractor proposes to appoint as Contractor's Representative. If
          consent is withheld, or if the appointed person fails to act as
          Contractor's Representative, the Contractor shall similarly submit to
          the Employer for consent the name and particulars of another suitable
          person for such appointment.

          The Contractor's Representative shall, on behalf of the Contractor,
          receive instructions under Sub-Clause 3.4 [Instructions].

          The Contractor's Representative may delegate any powers, functions and
          authority to any competent person, and may at any time revoke the
          delegation. Any. delegation or revocation shall not take effect until
          the Employer has received prior notice signed by the Contractor's
          Representative, naming the person and specifying the powers, functions
          and authority being delegated or revoked.

     4.4  SUBCONTRACTORS

          The Contractor shall be responsible for the acts or defaults of any
          Subcontractor, his agents or employees, as if they were the acts or
          defaults of the Contractor.

     4.5  NOMINATED SUBCONTRACTORS

          In this Sub-Clause, "nominated Subcontractor" means a Subcontractor
          whom the Employer, under Clause 13 [Variations and Adjustments],
          requests the Contractor to employ as a Subcontractor. The Contractor
          shall not be under any obligation to employ a nominated Subcontractor
          and the Contractor shall advise by notice to the Employer as soon as
          practicable of the Contractor's decision not to employ a nominated
          Subcontractor.

     4.6  CO-OPERATION

          The Contractor shall, as specified in the Contract or as instructed by
          the Employer, allow appropriate opportunities for carrying out works
          by:

          (a)   the Employer's Personnel;
          (b)   any other contractors employed by the Employer; and


                                       21
<PAGE>

          (c)   the personnel of any legally constituted public authorities.

          who may be employed in the execution on or near the Site of any work
          not included in the Contract.

          Any such instruction shall constitute a Variation if and to the extent
          that it causes the Contractor to incur Cost and Clause 13 [Variations
          and Adjustments] shall apply. Services for these personnel and other
          contractors may include the use of Contractor's Equipment, Temporary
          Works or access arrangements which are the responsibility of the
          Contractor.

          The Contractor shall be responsible for his construction activities on
          the Site, and shall co-ordinate his own activities with those of other
          contractors to the extent (if any) specified in the Employer's
          Requirements.

          If, under the Contract, the Employer is required to give to the
          Contractor possession of any foundation, structure, plant or means of
          access in accordance with Contractor's Documents, the Contractor shall
          submit such documents to the Employer in the time and manner stated in
          the Employer's Requirements.

     4.7  SETTING OUT

          The Contractor shall set out the Works in relation to original points,
          survey marks, lines and levels of reference specified in the Contract.
          The Contractor shall be responsible for the correct positioning of all
          parts of the Works.

          If the Contractor discovers an error in relation to original points,
          survey marks, lines or levels of reference specified in the Contract,
          the Contractor shall notify the Employer's Representative. The
          Employer's Representative shall issue instructions for the
          rectification of the error.

          If the Contractor suffers delay and/or incurs Cost in performing any
          additional work arising out of instructions issued by the Employer's
          Representative pursuant to this Sub-Clause, the Contractor shall give
          notice to the Employer and shall be entitled subject to Clause 20.1
          [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (b)  payment of any such Cost, which shall be added to the Contract
               Price.

               Where, and to the extent that, the error or defect is comprised
               in, or arose as a result of the incorrectness of, portions of the
               Employer's Requirements for which the Employer is responsible
               under Sub-Clause 5.1 [General Design Obligations].

               After receiving this notice, the Employer shall proceed in
               accordance with Sub-Clause 3.5 [Determinations] to agree or
               determine these matters.

     4.8  SAFETY PROCEDURES

          The Contractor shall:


                                       22
<PAGE>

          (a)  comply with all applicable safety regulations;

          (b)  take care for the safety of all persons entitled to be on the
               Site;

          (c)  use reasonable efforts to keep the Site and Works clear of
               unnecessary obstruction so as to avoid danger to these persons;
               and

          (d)  provide fencing, lighting, guarding and watching of the Works
               until completion and Taking-Over Certificate has, or has been
               deemed to be issued under Clause 10 [Employer's Taking Over], and
               provide any Temporary Works (including roadways, footways, guards
               and fences) which may be necessary, because of the execution of
               the Works, for the use and protection of the public and of owners
               and occupiers of adjacent land.

     4.9  QUALITY ASSURANCE

          The Contractor shall institute a quality assurance system to
          demonstrate compliance with the requirements of the Contract. The
          system shall be in accordance with the details stated in the Contract.
          The Employer shall be entitled to audit any aspect of the system.

          Details of all procedures and compliance documents shall be submitted
          to the Employer for information 7 days in advance before each design
          and execution stage is commenced. When any document of a technical
          nature is issued to the Employer, evidence of the prior approval by
          the Contractor himself shall be apparent on the document itself.

          Compliance with the quality assurance system shall not relieve the
          Contractor of any of his duties, obligations or responsibilities under
          the Contract.

     4.10 SITE DATA

          The Employer shall have made available to the Contractor for his
          information, prior to the Base Date, all relevant data in the
          Employer's possession on subsurface and hydrological conditions at the
          Site, including environmental aspects. The Employer shall similarly
          make available to the Contractor all such data which comes into the
          Employer's possession after the Base Date.

     4.11 VERIFICATION AND INTERPRETATION OF SITE DATA

          The Contractor shall be responsible for verifying and interpreting all
          data made available by the Employer pursuant to Sub-Clause 4.10 [Site
          Data].

     4.12 LATENT PHYSICAL CONDITIONS AND UNFORESEEABLE DIFFICULTIES

          In this Sub-Clause, "physical conditions" means natural physical
          conditions and manmade and other physical conditions, obstructions and
          pollutants, which the Contractor encounters at the Site or the Site's
          surroundings when executing the Works, including sub-surface and
          hydrological conditions, hazardous wastes or historical or
          archaeological artifacts but excluding climatic conditions.

          If the Contractor encounters adverse physical conditions which he
          considers to have


                                       23
<PAGE>

          been Unforeseeable, the Contractor shall give notice to the Employer
          as soon as practicable.

          This notice shall describe the physical conditions, so that they can
          be inspected by the Employer, and shall set out the reasons why the
          Contractor considers them to be Unforeseeable. The Contractor shall
          continue executing the Works, using such proper and reasonable
          measures as are appropriate for the physical conditions, and shall
          comply with any instructions which the Employer may give. If an
          instruction constitutes a Variation, Clause -13 [Variations and
          Adjustments] shall apply.

          If and to the extent that the Contractor encounters physical
          conditions which are Unforeseeable, gives such a notice, and suffers
          delay and/or incurs Cost due to these conditions, the Contractor shall
          be entitled subject to Sub-Clause 20.1 [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (b)  payment of any such Cost, which shall be added to the Contract
               Price.

          After receiving such notice and inspecting and/or investigating these
          physical conditions, the Employer shall proceed in accordance with
          Sub-Clause 3.5 peterminations] to agree or determine (i) whether and
          (if so) to what extent these physical conditions were Unforeseeable,
          and (ii) the matters described in subparagraphs (a) and (b) above
          related to this extent.

          The Employer may take account of any evidence of the physical
          conditions foreseen by the Contractor when submitting the Tender,
          which may be made available by the Contractor, but shall not be bound
          by any such evidence.

     4.13 RIGHTS OF WAY AND FACILITIES

          The Contractor shall bear all costs and charges for special and/or
          temporary rights of way which he may require, including those for
          access to the Site. The Contractor shall also obtain, at his risk and
          cost, any additional facilities outside the Site which he may require
          for the purposes of the Works.

     4.14 AVOIDANCE OF INTERFERENCE

          The Contractor shall not interfere unnecessarily or improperly with:

          (a)  the convenience of the public; or

          (b)  the access to and use and occupation of all roads and footpaths,
               irrespective of whether they are public or in the possession of
               the Employer or of others.

     4.15 ACCESS ROUTE

          The Contractor shall be deemed to have been satisfied as to the
          suitability and availability of access routes to the Site. The
          Contractor shall use reasonable efforts to prevent damage to property
          by the Contractor's traffic or by the Contractor's Personnel. These
          efforts shall include the proper use of appropriate vehicles and



                                       24
<PAGE>

          routes.

          Except as otherwise stated in these Conditions:

          (a)  the Contractor shall (as between the Parties) be responsible for
               any maintenance which may be required for his use of access
               routes;

          (b)  the Contractor shall provide all necessary signs or directions
               along access routes, and shall obtain any permission which may be
               required from the relevant authorities for his use of routes,
               signs and directions;

          (c)  the Employer shall not be responsible for any claims which may
               arise from the use or otherwise of any access route;

          (d)  the Employer does not guarantee the suitability or availability
               of particular access routes; and

          Subject to Sub-Clause 2.1 [Right of Access to the Site], Costs due to
          non-suitability or non-availability, for the use required by the
          Contractor, of access routes shall be borne by the Contractor.

     4.16 TRANSPORT OF GOODS

          Unless otherwise stated in the Particular Conditions:

          (a)  the Contractor shall give the Employer not less than 2 1 days'
               notice of the date on which any Plant or a major item of other
               Goods will be delivered to the Site; and

          (b)  the Contractor shall be responsible for packing, loading,
               transporting, receiving, unloading, storing and protecting all
               Goods and other things required for the Works.

     4.17 CONTRACTOR'S EQUIPMENT

          The Contractor shall be responsible for all Contractor's Equipment.
          When brought on to the Site, Contractor's Equipment shall be deemed to
          be exclusively intended for the execution of the Works.

     4.18 PROTECTION OF THE ENVIRONMENT

          The Contractor shall take all reasonable steps to protect the
          environment (both on and off the Site) and to limit damage and
          nuisance to people and property resulting from pollution, noise and
          other results of his operations.

          The Contractor shall ensure that emissions, surface discharges and
          effluent from the Contractor's activities shall not exceed the values
          indicated in the Employer's Requirements, and shall not exceed the
          values prescribed by applicable Laws.

     4.19 ELECTRICITY, WATER AND GAS

          The Contractor shall, except as stated below, be responsible for the
          provision of all


                                       25
<PAGE>

          power, water and other services he may require.

          The Contractor shall be entitled and be responsible for the charges up
          to the date when the Taking-Over Certificate has been issued, or
          deemed to have been issued for the use for the purposes of the Works
          such supplies of electricity, water, gas and other services as may be
          available on the Site and of which details and prices are given in the
          Employer's Requirements. The Contractor shall, at his risk and cost,
          provide any apparatus necessary for his use of these services and for
          measuring the quantities consumed.

          The Contractor shall pay these amounts to the Employer on a monthly
          basis. If the Contractor disputes the quantities consumed and the
          amounts due for such services, the Contractor shall proceed to agree
          or determine the matter in accordance with Sub-Clause 3.5
          [Determinations].

     4.20 EMPLOYER'S EQUIPMENT AND FREE-ISSUE MATERIAL

          The Employer shall make the Employer's Equipment (if any) available
          for the use of the Contractor in the execution of the Works in
          accordance with the details, arrangements and prices stated in the
          Employer's Requirements.

          Unless otherwise stated in the Employer's Requirements, the Contractor
          shall only be responsible for the Employer's Equipment, whilst in the
          Contractor's or Contractor's Personnel's control, possession or
          custody.

          The appropriate quantities and the amounts due (at such stated prices)
          for the use of Employer's Equipment shall be agreed or determined in
          accordance with Sub-Clause 2.5 [Employer's Claims] and Sub-Clause 3.5
          [Determinations]. The Contractor shall pay these amounts to the
          Employer.

          The Employer shall supply, free of charge, the "free-issue materials"
          (if any) in accordance with the details stated in the Employer's
          Requirements. The Employer shall, at his risk and cost, provide these
          materials at the time and place specified in the Contract. The
          Contractor shall then visually inspect them, and shall promptly give
          notice to the Employer of any shortage, defect or default in these
          materials. Unless otherwise agreed by both Parties, the Employer shall
          immediately rectify the notified shortage, defect or default.

          After this visual inspection, the free-issue materials shall come
          under the care, custody and control of the Contractor. The
          Contractor's obligations of inspection, care, custody and control
          shall not relieve the Employer of liability for any shortage, defect
          or default not apparent from a visual inspection.

     4.21 PROGRESS REPORTS

          Unless otherwise stated in the Particular Conditions, monthly progress
          reports shall be prepared by the Contractor and submitted to the
          Employer in six copies. The first report shall cover the period up to
          the end of the first calendar month following the Commencement Date.
          Reports shall be submitted monthly thereafter, each within 7 days
          after the last day of the period to which it relates.

          Reporting shall continue until the Contractor has completed all work
          which is known


                                       26
<PAGE>

          to be outstanding at the completion date stated in the Taking-Over
          Certificate for the Works.

          Each report shall include but not be limited to:

          (a)  charts and detailed descriptions of progress, including each
               stage of design, Contractor's Documents, procurement,'
               manufacture, delivery to Site, construction, erection, testing,
               commissioning and trial operation;

          (b)  photographs showing the status of manufacture and of progress on
               the Site;

          (c)  for the manufacture of each main item of Plant and Materials, the
               name of the manufacturer, manufacture location, percentage
               progress, and the actual or expected dates of:

               (i)   commencement of manufacture;
               (ii)  Contractor's inspections;
               (iii) tests; and
               (iv)  shipment and arrival at the Site;

          (d)  the details described in Sub-Clause 6.10 [Records of Contractor's
               Personnel and Equipment];

          (e)  copies of quality assurance documents, test results and
               certificates of Materials;

          (f)  list of Variations, notices given under Sub-Clause 2.5
               [Employer's Claims] and notices given under Sub-Clause 20.1
               [Contractor's Claims];

          (g)  safety statistics, including details of any hazardous incidents
               and activities relating to environmental aspects and public
               relations; and

          (h)  comparisons of actual and planned progress, with details of any
               events or circumstances which may jeopardise the completion in
               accordance with the Contract, and the measures being (or to be)
               adopted to overcome delays.

     4.22 SECURITY OF THE SITE

          Unless otherwise stated in the Particular Conditions:

          (a)  The Contractor shall be responsible for keeping unauthorised
               persons off the Site.

          (b)  Authorised persons shall be limited to the Contractor's Personnel
               and the Employer's Personnel; and to any other personnel notified
               to the Contractor, by (or on behalf of) the Employer, as
               authorised personnel of the Employer's other contractors on the
               Site.

          (c)  Employees and agents of each Party shall, while on the premises
               of the other or its subcontractors, comply with all plant rules
               and governmental regulations.

     4.23 CONTRACTOR'S OPERATIONS

          The Contractor shall confine his operations to the Site, and to any
          additional areas


                                       27
<PAGE>

          about the Site which may be obtained by the Contractor and agreed by
          the Employer as working areas. The Contractor shall take all necessary
          precautions to keep Contractor's Equipment and Contractor's Personnel
          within the Site and these additional areas, and to keep them off
          adjacent land. During the execution of the Works, the Contractor shall
          keep the Site free from all unnecessary obstruction, and shall dispose
          of any surplus materials outside the areas of the Site and not cause
          any nuisance to neighbours around the Site. The Contractor shall clear
          away and remove from the Site any wreckage, rubbish and Temporary
          Works which are no longer required.

          Within 14 days after the issue of the Taking-Over Certificate for the
          Works, the Contractor shall clear away and remove all Contractor's
          Equipment, surplus material, wreckage, rubbish and Temporary Works.
          The Contractor shall leave the Site and the Works in a clean and safe
          condition. However, the Contractor may retain on Site, during the
          Defects Notification Period, such Goods as are required for the
          Contractor to fulfil obligations under the Contract.

     4.24 FOSSILS

          All valuable minerals, fossils, coins, articles of value or antiquity,
          and structures and other remains or items of geological,
          anthropological or archaeological interest found on the Site shall be
          placed under the care and authority of the Employer. The Contractor
          shall take reasonable precautions to prevent Contractor's Personnel or
          other persons from removing or damaging any of these findings.

          The Contractor shall, upon discovery of any such finding, promptly
          give notice to the Employer, who shall issue instructions for dealing
          with it. If the Contractor suffers delay and/or incurs Cost from
          complying with the instructions, the Contractor shall give a further
          notice to the Employer and shall be entitled subject to Sub-Clause
          20.1 [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (b)  payment of any such Cost, which shall be added to the Contract
               Price.

          After receiving this further notice, the Employer shall proceed in
          accordance with Sub-Clause 3.5 [Determinations] to agree or determine
          these matters.

5.   DESIGN

     5.1  GENERAL DESIGN OBLIGATIONS

          The Contractor shall be deemed to have scrutinised, prior to the Base
          Date, the Employer's Requirements (including design criteria and
          calculations, if any). The Contractor shall be responsible for the
          design of the Works in accordance with the Employer's Requirements
          (including design criteria and calculations), except as stated below.
          The Contractor shall be deemed to have satisfied himself of the
          adequacy of the Employer's Requirements to enable the Contractor to
          prepare the Contractor's Documents, and any other documents necessary
          to instruct the Contractor's Personnel, in accordance with the
          Contract.


                                       28
<PAGE>

          Any data or information received by the Contractor, from the Employer
          or otherwise, shall not relieve the Contractor from his responsibility
          for the design and execution of the Works, except as stated below. The
          Employer shall be responsible for the correctness of the following
          portions of the Employer's Requirements and of the following data and
          I information provided by (or on behalf of) the Employer:

          (a)  portions, data and information which are stated in the Employer's
               Requirements as being immutable or the responsibility of the
               Employer;

          (b)  definitions of intended purposes of the Works or any parts
               thereof;

          (c)  criteria for the testing and performance of the completed Works;
               and

          (d)  portions, data and information which cannot be verified by the
               Contractor, except as otherwise stated in the Employer's
               Requirements.

     5.2  CONTRACTOR'S DOCUMENTS

          The Contractor's Documents shall comprise the technical documents
          specified in the Employer's Requirements, documents required to
          satisfy all regulatory approvals, and the documents described in
          Sub-Clause 5.6 [As-Built Documents] and Sub-Clause 5.7 [Operation and
          Maintenance Manuals]. Unless otherwise stated in the Employer's
          Requirements, the Contractor's Documents shall be written in the
          language for communications defined in Sub-Clause 1.4 [Law and
          Language].

          The Contractor shall prepare all Contractor's Documents, and shall
          also prepare any other documents necessary to instruct the
          Contractor's Personnel.

          If the Employer's Requirements describe the Contractor's Documents
          which are to be submitted to the Employer for review, they shall be
          submitted accordingly, together with a notice as described below. In
          the following provisions of this Sub-Clause, (i) "review period" means
          the period required by the Employer for review, and (ii) "Contractor's
          Documents" exclude any documents which are not specified as being
          required to be submitted for review.

          Unless otherwise stated in the Employer's Requirements, each review
          period shall not exceed 7 days, calculated from the date on which the
          Employer receives a Contractor's Document and the Contractor's notice.
          This notice shall state that the Contractor's Document is considered
          ready, both for review in accordance with this Sub-Clause and for use.
          The notice shall also state that the Contractor's Document complies
          with the Employer's Requirements, or the extent to which it does not
          comply.

          The Employer may, within the review period, give notice to the
          Contractor that a Contractor's Document fails (to the extent stated)
          to comply with the Employer's Requirements. If a Contractor's Document
          so fails to comply, it shall be rectified, resubmitted and reviewed in
          accordance with this Sub-Clause, at the Contractor's cost. This clause
          is without prejudice to the Employer's right to claim under Sub-Clause
          2.5. If the Employer does not, within the review period, give notice
          to the Contractor that a Contractor's Document fails to comply with
          the Employer's Requirements, then the Contractor's Document submitted
          by the Contractor shall be deemed to have been agreed to by the
          Employer.


                                       29
<PAGE>

          For each part of the Works, and except to the extent that the Parties
          otherwise agree:

          (a)  execution of such part of the Works shall not commence prior to
               the expiry of the review periods for all the Contractor's
               Documents which are relevant to its design and execution;

          (b)  execution of such part of the Works shall be in accordance with
               these Contractor's Documents, as submitted for review; and

          (c)  if the Contractor wishes to modify any design or document which
               has previously been submitted for review, the Contractor shall
               immediately give notice to the Employer. Thereafter, the
               Contractor shall submit revised documents to the Employer in
               accordance with the above procedure.

          Any such agreement (under the preceding two paragraphs) or any review
          (under this Sub-Clause or otherwise) shall not relieve the Contractor
          from any obligation or responsibility.

     5.3  CONTRACTOR'S UNDERTAKING

          The Contractor undertakes that the design, the Contractor's Documents,
          the execution and the completed Works will be in accordance with:

          (a)  the Laws in the Country; and
          (b)  the documents forming the Contract, as altered or modified by
               Variations.

     5.4  TECHNICAL STANDARDS AND REGULATIONS

          The design, the Contractor's Documents, the execution and the
          completed Works shall comply with the Country's technical standards,
          building, construction and environmental Laws, Laws applicable to the
          product being produced from the Works, and other standards specified
          in the Employer's Requirements applicable to the Works or defined by
          the applicable Laws.

          All these Laws shall, in respect of the Works and each Section, be
          those prevailing when the Works or Section are taken over by the
          Employer under Clause 10 [Employer's Taking Over]. References in the
          Contract to published standards shall be understood to be references
          to the edition applicable on the Base Date, unless stated otherwise.

          If changed or new applicable standards come into force in the Country
          after the Base Date, the Contractor shall give notice to the Employer
          and (if appropriate) submit proposals for compliance. In the event
          that:

          (a)  the Employer determines that compliance is required; and

          (b)  the proposals for compliance constitute a variation.

          Then the Employer shall initiate a Variation in accordance with Clause
          13 [Variations and Adjustments].

     5.5  TRAINING


                                       30
<PAGE>

          The Contractor shall carry out the training of Employer's Personnel in
          the operation and maintenance of the Works to the extent specified in
          the Employer's Requirements. If the Contract specifies training which
          is to be carried out before taking-over, the Works shall not be
          considered to be completed for the purposes of taking-over under
          Sub-Clause 10.1 [Taking Over of the Works and Sections] until this
          training has been completed.

     5.6  AS-BUILT DOCUMENTS

          The Contractor shall prepare, and keep up-to-date, a complete set of
          "as-built" records of the execution of the Works, showing the as-built
          locations, sizes and details of the work as executed. These records
          shall be used exclusively for the purposes of this Sub-Clause. Two
          copies shall be supplied to the Employer prior to the commencement of
          the Tests on Completion.

          In addition, the Contractor shall supply to the Employer as-built
          drawings of the Works, showing all Works as executed, and submit them
          to the Employer for review under Sub-Clause 5.2 [Contractor's
          Documents]. The Contractor shall obtain the consent of the Employer as
          to their size, the referencing system, and other relevant details.

          Prior to the issue of any Taking-Over Certificate, the Contractor
          shall supply to the Employer the specified numbers and types of copies
          of the relevant as-built drawings, in accordance with the Employer's
          Requirements. The Works shall not be considered to be completed for
          the purposes of taking-over under Sub-Clause 10.1 [Taking Over of the
          Works and Sections] until the Employer has received these documents.

     5.7  OPERATION AND MAINTENANCE MANUALS

          Prior to commencement of the Tests on Completion, the Contractor shall
          supply to the Employer provisional operation and maintenance manuals
          in sufficient detail for the Employer to operate, maintain, dismantle,
          reassemble, adjust and repair the Plant not less than 7 days in
          advance.

          The Works shall not be considered to be completed for the purposes of
          taking-over under Sub-Clause 10.1 [Taking Over of the Works and
          Sections] until the Employer has received final operation and
          maintenance manuals in such detail, and any other manuals specified in
          the Employer's Requirements for these purposes.

     5.8  DESIGN ERROR

          If errors, omissions, ambiguities, inconsistencies or inadequacies are
          found in the Contractor's Documents, they and the Works shall, subject
          to `Sub-Clause 1.8 [Care and Supply of Documents], be corrected at the
          Contractor's cost.

          This clause is without prejudice to the Employer's right under
          Sub-Clause 2.5 [Employer's Claim].

6.   STAFF AND LABOUR

     6.1  ENGAGEMENT OF STAFF AND LABOUR


                                       31
<PAGE>

          Except as otherwise stated in the Employer's Requirements, the
          Contractor shall make arrangements for the engagement of all staff and
          labour, local or otherwise, and for their payment, housing, feeding
          and transport.

     6.2  RATES OF WAGES AND CONDITIONS OF LABOUR

          The Contractor shall pay rates of wages, and observe conditions of
          labour, which are not lower than those established for the trade or
          industry where the work is carried out. If no established rates or
          conditions are applicable, the Contractor shall pay rates of wages and
          observe conditions which are not lower than the general level of wages
          and conditions observed locally by employers whose trade or industry
          is similar to that of the Contractor.

     6.3  PERSONS IN THE SERVICE OF OTHERS

          The Contractor shall not recruit, or attempt to recruit, staff and
          labour from amongst the Employer's Personnel.

     6.4  LABOUR LAWS

          The Contractor shall comply with all the relevant labour Laws
          applicable to the Contractor's Personnel, including Laws relating to
          their employment, health, safety, welfare, immigration and emigration,
          and shall allow them all their legal rights.

          The Contractor shall require his employees to obey all applicable
          Laws, including those concerning safety at work.

     6.5  WORKING HOURS

          No work shall be carried out on the Site on locally recognised days of
          rest, or outside normal working hours, unless:

          (a)  otherwise stated in the Contract;

          (b)  the Employer gives consent;

          (c)  the work is unavoidable, or necessary for the protection of life
               or property or for the safety of the Works, in which case the
               Contractor shall immediately advise the Employer; or

          (d)  the work is necessary to ensure completion of the Works by the
               Time for Completion, in which case the Contractor shah
               immediately advise the Employer.

     6.6  FACILITIES FOR STAFF AND LABOUR

          Except as otherwise stated in the Employer's Requirements, the
          Contractor shall provide and maintain all necessary accommodation and
          welfare facilities for the Contractor's Personnel. The Contractor
          shall also provide facilities for the Employer's Personnel as stated
          in the Employer's Requirements.


                                       32
<PAGE>

          The Contractor shall not permit any of the Contractor's Personnel to
          maintain any temporary or permanent living quarters within the
          structures forming part of the Permanent Works.

     6.7  HEALTH AND SAFETY

          The Contractor shall at all times take all reasonable precautions to
          maintain the health and safety of the Contractor's Personnel. In
          collaboration with local health authorities, the Contractor shall
          ensure that medical staff, first aid facilities, sick bay and
          ambulance service are available at all times at the Site and at any
          accommodation for Contractor's and Employer's Personnel, and that
          suitable arrangements are made for all necessary welfare and hygiene
          requirements and for the prevention of epidemics.

          The Contractor shall appoint an accident prevention officer at the
          Site, responsible for maintaining safety and protection against
          accidents. This person shall be qualified for this responsibility, and
          shall have the authority to issue instructions and take protective
          measures to prevent accidents. Throughout the execution of the Works,
          the Contractor shall provide whatever is required by this person to
          exercise this responsibility and authority.

          The Contractor shall send, to the Employer, details of any accident as
          soon as practicable after its occurrence. The Contractor shall
          maintain records and make reports concerning health, safety and
          welfare of persons, and damage to property, as the Employer may
          reasonably require.

     6.8  CONTRACTOR'S SUPERINTENDENCE

          Throughout the design and execution of the Works, and as long
          thereafter as is necessary to fulfil the Contractor's obligations, the
          Contractor shall provide all necessary superintendence to plan,
          arrange, direct, manage, inspect and test the work.

          Superintendence shall be given by a sufficient number of persons
          having adequate knowledge of the language for communications (defined
          in Sub-Clause 1 .4 (Law and Language)) and of the operations to be
          carried out (including the methods and techniques required, the
          hazards likely to be encountered and methods of preventing accidents),
          for the satisfactory and safe execution of the Works.

     6.9  CONTRACTOR'S PERSONNEL

          The Contractor's Personnel shall be appropriately qualified, skilled
          and experienced in their respective trades or occupations. The
          Employer may require the Contractor to remove (or cause to be removed)
          any person employed on the Site or Works, including the Contractor's
          Representative if applicable, who:

          (a)  persists in any misconduct or lack of care;

          (b)  carries out duties incompetently or negligently;

          (c)  fails to conform with any material provisions of the Contract; or

          (d)  persists in any conduct which is prejudicial to safety, health,
               or the protection of


                                       33
<PAGE>

          the environment.

          If appropriate, the Contractor suitable shall then appoint (or cause
          to be appointed) a suitable replacement person within 14 days after
          the Employer's request for removal has been made.

     6.10 RECORDS OF CONTRACTOR'S PERSONNEL AND EQUIPMENT

          The Contractor shall submit, to the Employer, details showing the
          number of each class of Contractor's Personnel and of each type of
          Contractor's Equipment on the Site. Details shall be submitted each
          calendar month until the Contractor has completed all work which is
          known to be outstanding at the completion date stated in the
          Taking-Over Certificate for the Works.

     6.11 DISORDERLY CONDUCT

          The Contractor shall at all times take all reasonable precautions to
          prevent any unlawful, riotous or disorderly conduct by or amongst the
          Contractor's Personnel, and to preserve peace and protection of
          persons and property on and near the Site.

7.   PLANT, MATERIALS AND WORKMANSHIP

     7.1  MANNER OF EXECUTION

          The Contractor shall carry out the manufacture of Plant, the
          production and manufacture of Materials, and all other execution of
          the Works:

          (a)  in the manner (if any) specified in the Contract;

          (b)  in a proper workmanlike and careful manner, in accordance with
               recognised good practice; and

          (c)  with properly equipped facilities and Materials of merchantable
               quality, except as otherwise specified in the Contract.

     7.2  SAMPLES

          The Contractor shall submit samples of Materials to the Employer, for
          review in accordance with the procedures for Contractor's Documents
          described in Sub-Clause 5.2 [Contractor's Documents], as specified in
          the Contract and at the Contractor's cost. Each sample shall be
          labelled as to origin and intended use in the Works, and with such
          other particulars as specified in the Employer's Requirements.

     7.3  INSPECTION

          The Employer's Personnel shall at all reasonable times:

          (a)  have full access to all parts of the Site and to all places from
               which natural Materials are being obtained; and

          (b)  during production, manufacture and construction (at the Site and,
               to the extent specified in the Contract, elsewhere), be entitled
               to examine, inspect, measure and


                                       34
<PAGE>

          test the Materials and workmanship, and to check the progress of
          manufacture of Plant and production and manufacture of Materials.

          The Contractor shall give the Employer's Personnel full opportunity to
          carry out these activities, including providing access, facilities,
          permissions and safety equipment. No such activity shall relieve the
          Contractor from any obligation or responsibility.

          The Employer shall ensure that the Contractor is not impeded in the
          execution of the Works by the Employer's Personnel whilst exercising
          the right of access conferred by this Sub-Clause.

          The Employer may, under Clause 13 [Variations and Adjustments] direct
          the Contractor not to cover up or make inaccessible work under the
          Contract for the purposes of enabling the Employer's Personnel to
          examine, inspect, measure and/or test that work pursuant to this
          Sub-Clause. The Contractor shall give notice to the Employer when the
          work specified in such a direction is ready and before it is covered
          up or made inaccessible. The Employer shall then either carry out the
          examination, inspection, measurement or testing without unreasonable
          delay, or promptly give notice to the Contractor that the Employer
          does not require to do so. If the Contractor fails to give the notice,
          he shall, if and when required by the Employer, uncover the work and
          thereafter reinstate and make good the work, all at the Contractor's
          cost.

          If the Contractor suffers delay and/or incurs Cost from complying with
          a direction given under this Sub-Clause or as a result of delay for
          which the Employer is responsible, the Contractor shall give notice to
          the Employer and shall be entitled subject to Sub-Clause 20.1
          [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (b)  payment of any such Cost plus Reasonable Profit, which shall be
               added to the Contract Price.

          After receiving this notice, the Employer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine these
          matters.

          Notwithstanding the foregoing, the Costs incurred by the Contractor in
          relation to the carrying out of any examination, inspection,
          measurement or testing (including consequential delay) shall be borne
          by the Contractor where the examination, inspection, measurement or
          testing shows that the relevant work is not in accordance with the
          Contract.

     7.4  TESTING

          This Sub-Clause shall apply to all tests specified in the Contract,
          other than the Tests after Completion (if any).

          The Contractor shall provide all apparatus, assistance, documents and
          other information, electricity, equipment, fuel, consumables,
          instruments, labour, materials, and suitably qualified and experienced
          staff, as are necessary to carry out the specified tests efficiently.
          The Contractor shall agree, with the Employer, the time and place for
          the specified testing of any Plant, Materials and other parts of the
          Works.


                                       35
<PAGE>

          The Employer may, under Clause 13 [Variations and Adjustments], vary
          the location or details of specified tests, or instruct the Contractor
          to carry out additional tests. If these varied or additional tests
          show that the tested Plant, Materials or workmanship is not in
          accordance with the Contract, the cost of carrying out this Variation
          shall be borne by the Contractor, notwithstanding other provisions of
          the Contract.

          The Employer shall give the Contractor not less than 7 days notice of
          the Employer's intention to attend the tests. If the Employer does not
          attend at the time and place agreed, the Contractor may proceed with
          the tests, unless otherwise instructed by the Employer, and the tests
          shall then be deemed to have been made in the Employer's presence.

          If the Contractor suffers delay and/or incurs Cost from complying with
          these instructions or as a result of a delay for which the Employer is
          responsible, the Contractor shall give notice to the Employer and
          shall be entitled subject to Sub Clause 20.1 [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (b)  payment of any such Cost plus Reasonable Profit, which shall be
               added to the Contract Price.

          After receiving this notice, the Employer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine these
          matters. The Contractor shall promptly forward to the Employer duly
          certified reports of the tests. When the specified tests have been
          passed, the Employer shall endorse the Contractor's test certificate,
          or issue a certificate to him, to that effect. If the Employer has not
          attended the tests, he shall be deemed to have accepted the readings
          as accurate.

     7.5  REJECTION

          If, as a result of an examination, inspection, measurement or testing,
          any Plant, Materials, design or workmanship is found to be not in
          accordance with the Contract, the. Employer may reject the Plant,
          Materials, design or workmanship by giving notice to the Contractor,
          with reasons. The Contractor shall then, subject to or in accordance
          with any instruction of the Employer under Sub-Clause 7.6 [Remedial
          Work], promptly make good such non-compliance and ensure that the
          rejected item complies with the Contract at the cost of the
          Contractor.

          Alternatively, the Employer may elect to accept the Plant, Materials,
          design or workmanship by giving notice to the Contractor,
          notwithstanding that it is found to be defective or otherwise not in
          accordance with the Contract, and agree or determine a reasonable
          reduction in the Contract Price in accordance with Sub-Clause 3.5
          [Determinations]. If the Employer requires this Plant, Materials,
          design or workmanship to be re-tested, the tests shall be repeated
          under the same terms and conditions at the cost of the Contractor.


     7.6  REMEDIAL WORK

                                       36
<PAGE>

          Notwithstanding any previous test or certification, the Employer may
          instruct the Contractor to:

          (a)  remove from the Site and replace any Plant or Materials which is
               not in accordance with the Contract; and

          (b)  remove and re-execute any other work which is not in accordance
               with the Contract, and execute any work which is urgently
               required for the safety of the Works, whether because of an
               accident, unforeseeable event or otherwise.

          If the Contractor fails to comply with any such instruction, which
          complies with Sub-Clause 3.4 [Instructions], the Employer shall be
          entitled to employ and pay other persons to carry out such work.
          Except to the extent that the Contractor would have been entitled to
          payment for the work, the Contractor shall subject to Sub-Clause 2.5
          [Employer's Claims] pay to the Employer all costs arising from this
          failure.

     7.7  OWNERSHIP OF PLANT AND MATERIALS

          Each item of Plant and Materials shall, to the extent consistent with
          the Laws of the Country, become the property of the Employer and title
          and ownership shall pass to the Employer at whichever is the earlier
          of the following times, free from liens and other encumbrances:

          (a)  when it is delivered to the Site; and

          (b)  when the Contractor is entitled to payment of the value of the
               Plant and Materials under Sub-Clause 8.10 [Payment for Plant and
               Materials in Event of Suspension].

          Risk of damage to or loss of the Plant and Materials shall remain with
          the Contractor until the Taking-Over Certificate has been issued under
          Clause 10. The Contractor shall be the Employer's fiduciary agent,
          bailee and trustee of the Plant and Materials and stored, protected
          and insured and identified as the Employer's property until the
          Taking-Over Certificate has been issued.

     7.8  ROYALTIES

          Unless otherwise stated in the Employer's Requirements, the Contractor
          shall pay all royalties, rents and other payments for:

          (a)  natural Materials obtained from outside the Site; and

          (b)  the disposal of material from demolitions and excavations and of
               other surplus material (whether natural or man-made).

8.   COMMENCEMENT, DELAYS AND SUSPENSION

     8.1  COMMENCEMENT OF WORKS

          Unless otherwise stated in the Contract Agreement:


                                       37
<PAGE>

          (a)  the Employer shall give the Contractor not less than 7 days'
               notice of the Commencement Date; and

          (b)  the Commencement Date shall be within 42 days after the date on
               which the Contract comes into full force and effect under
               Sub-Clause 1.6 [Contract Agreement].

          The Contractor shall commence the design and execution of the Works as
          soon as is reasonably practicable after the Commencement Date, and
          shall then proceed with the Works with due expedition and without
          delay.

     8.2  TIME FOR COMPLETION

          The Contractor shall complete the whole of the Works, and each Section
          (if any), within the Time for Completion for the Works or Section (as
          the case may be), including:

          (a)  achieving the passing of the Tests on Completion; and

          (b)  completing all work which is stated in the Contract as being
               required for the Works or Section to be considered to be
               completed for the purposes of taking over under Sub-Clause 10. 1
               [Taking Over of the Works and Sections].

     8.3  PROGRAMME

          If a time programme has not been included as part of the executed
          Contract, then the Contractor shall submit a time programme to the
          Employer within 28 days after the Commencement Date. If the Contractor
          fails to comply with the milestones as stated in the time programme,
          the Employer may withhold any scheduled payments due until the
          milestone as stated in the original time programme has been met. The
          Contractor shall also submit a revised programme whenever the previous
          programme is inconsistent with actual progress or with the
          Contractor's obligations as soon reasonably practicable. Unless
          otherwise stated in the Contract, each programme shall include:

          (a)  the order in which the Contractor intends to carry out the Works,
               including the anticipated timing of each major stage of the
               Works;

          (b)  the sequence and timing of completion and submission to the
               Employer of Contract Documents for review under Sub-Clause 5.2
               [Contractor's Documents];

          (c)  the periods for reviews under Sub-Clause 5.2 [Contractor's
               Documents];

          (d)  the sequence and timing of inspections and tests specified in the
               Contract; and

          (e)  a supporting report which includes:

               (i)  a general description of the methods which the Contractor
                    intends to adopt for the execution of each major stage of
                    the Works; and

               (ii) the approximate number of each class of Contractor's
                    Personnel and of


                                       38
<PAGE>

          each type of Contractor's Equipment for each major stage.

          Unless the Employer, within 21 days after receiving a programme, gives
          notice to the Contractor stating the extent to which it does not
          comply with the Contract, the Contractor shall proceed in accordance
          with the programme, subject to his other obligations under the
          Contract. The Employer's Personnel shall be entitled to rely upon the
          programme when planning their activities.

          The Contractor shaI1 promptly give notice to the Employer of specific
          probable future events or circumstances which may adversely affect or
          delay the execution of the Works. In this event, or if a programme
          fails to comply with the Contract or to be consistent with actual
          progress and the Contractor's stated intentions and the Employer gives
          notice to the Contractor of such failure or inconsistency, the
          Contractor shall submit a revised programme to the Employer in
          accordance with this Sub-Clause.

     8.4  EXTENSION OF TIME FOR COMPLETION

          The Contractor shall be entitled subject to Sub-Clause 20.1
          [Contractor's Claims] to an extension of the Time for Completion if
          and to the extent that completion for the purposes of Sub-Clause 10.1
          [Taking Over of the Works and Sections] is or will be delayed by any
          of the following causes:

          (a)  a Variation (unless an adjustment to the Time for Completion has
               been agreed under Sub-Clause 13.3 [Variation Procedure]);

          (b)  a cause of delay giving an entitlement to extension of time under
               a Sub-Clause of these Conditions;

          (c)  any delay, impediment, prevention or negligent act or omission
               caused by or attributable to the Employer, the Employer's
               Personnel, or the Employer's other contractors on the Site;

          (d)  inclement weather and conditions resulting from inclement
               weather, as recorded in the daily site reports;

          (e)  an industrial dispute; or

          (f)  any claim, action, proceeding or dispute with any landowners
               whose lands either adjoin the Site or are required to be made
               available to the Contractor under Sub-Clause 4.13 [Rights of Way
               and Facilities] or otherwise for performance of the work under
               the Contract, or the occupants of such lands (except where such
               claim, action, proceeding or dispute is caused by the negligent
               act or omission of the Contractor).

          If the Contractor considers himself to be entitled to an extension of
          the Time for Completion, the Contractor shall give notice to the
          Employer in accordance with Sub- Clause 20.1 [Contractor's Claims].
          When determining each extension of time under Sub-Clause 20.1
          [Contractor's Claims], the Employer shall review previous
          determinations and may increase, but shall not decrease, the total
          extension of time.

          Where the Contractor is entitled under this Sub-Clause to an extension
          of the Time


                                       39
<PAGE>

          for Completion due to delay attributable to one or more of the causes
          listed in paragraph (c) of this Sub-Clause, and the Contractor incurs
          a Cost as a result of that delay, the Contractor shall give notice to
          the Employer and shall be entitled subject to Sub-Clause 20.1
          [Contractor's Claims] to payment of any such Cost plus Reasonable
          Profit, which shall be added to the Contract Price.

          Nothing in this Sub-Clause shall oblige the Employer to pay extra
          Costs for delay which have already been included in the value of a
          Variation or any other payment under the Contract. 8.5 DELAYS CAUSED
          BY AUTHORITIES

          If the following conditions apply, namely:

          (a)  the Contractor has diligently followed the procedures laid down
               by the relevant legally constituted public authorities in the
               Country;

          (b)  these authorities delay or disrupt the Contractor's work; and

          (c)  the delay or disruption was not reasonably foreseeable by an
               experienced contractor by the Base Date;

          then this delay or disruption will be considered as a cause of delay
          under sub-paragraph (b) of Sub-Clause 8.4 [Extension of Time for
          Completion].

     8.6  RATE OF PROGRESS

          If, at any time:

          (a)  actual progress is too slow to complete within the Time for
               Completion; and/or

          (b)  progress has fallen (or will fall) behind the current programme
               under Sub-Clause 8.3 [Programme];

          other than as a result of a cause listed in Sub-Clause 8.4 [Extension
          of Time for Completion], then the Employer may instruct the Contractor
          to submit, under Sub-Clause 8.3 [Programme], a revised programme and
          supporting report describing the revised methods which the Contractor
          proposes to adopt in order to expedite progress and complete within
          the Time for Completion.

          Unless the Employer notifies otherwise, the Contractor shall adopt
          these revised methods, which may require increases in the working
          hours and/or in the numbers of Contractor's Personnel and/or Goods, at
          the risk and cost of the Contractor. This is without prejudice to the
          Employer's right to claim delay damages under Sub-Clause 8.7 [Delay
          Damages]. The Employer shall also be entitled to withhold scheduled
          payments under Sub-Clause 8.3 and for damages under Sub-Clause 15.2
          [Contractor's Default], if any.

     8.7  DELAY DAMAGES

          If the Contractor fails to comply with Sub-Clause 8.2 [Time for
          Completion], the Contractor shall subject to Sub-Clause 2.5
          [Employer's Claims] pay delay damages to the Employer for this
          default. These delay damages shall be the sum stated in the


                                       40
<PAGE>

          Particular Conditions, which shall be paid for every day which shall
          elapse between the relevant Time for Completion and the date stated in
          the Taking Over Certificate. However, the total amount due under this
          Sub-Clause shall not exceed the maximum amount of delay damages stated
          in the Particular Conditions.

          These delay damages shall be the only damages due from the Contractor
          for such default, other than in the event of termination under
          Sub-Clause 15.1 [Preservation of Others Rights] and Sub-Clause 15.2
          [Contractor's Default] prior to completion of the Works. These damages
          shall not relieve the Contractor from his obligation to complete the
          Works, or from any other duties, obligations or responsibilities which
          he may have under the Contract.

     8.8  SUSPENSION OF WORK

          The Employer may at any time instruct the Contractor to suspend
          progress of part or all of the Works:

          (a)  where this is necessary for the protection or safety of any
               person or property or to comply with a proper order of any
               legally constituted public authorities having jurisdiction in the
               Country; or

          (b)  necessary because of an act or omission of the Employer, the
               Employer's Personnel or the Employer's other contractors on the
               Site; or

          (c)  where this is necessary because of an act or omission of the
               Contractor, the Contractor's Personnel or a Subcontractor.

          During such suspension, the Contractor shall protect, store and secure
          such part or the Works against any deterioration, loss or damage.

          The Contractor shall not be entitled to an extension of time for, or
          to payment of the Cost incurred in, making good the consequences of
          the Contractor's faulty design, workmanship or materials, or of the
          Contractor's failure to protect, store or secure in accordance with
          this Sub-Clause. The Employer is also entitled to withhold scheduled
          payments under Sub-Clause 8.3. The Employer may also claim delay
          damages under Sub-Clause 8.7 and damages under Sub-Clause 15.2 [
          Contractor's Default].

          The Employer may also notify the cause for the suspension. If and to
          the extent that the cause is notified and resulted from an act or
          omission of the Contractor, the Contractor's Personnel or a
          Subcontractor, the following Sub-Clauses 8.9 [Consequences of
          Suspension], 8.10 [Payment for Plant and Materials in Event of
          Suspension] and 8.11 [Prolonged Suspension] shall not apply.

     8.9  CONSEQUENCES OF SUSPENSION

          If the Contractor suffers delay and/or incurs Cost from complying with
          the Employer's instructions under Sub-Clause 8.8 [Suspension of Work]
          and/or with respect to protecting, storing and securing the Works
          and/or from resuming the work, the Contractor shall give notice to the
          Employer and shall be entitled subject to Sub-Clause 20.1
          [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed,


                                       41
<PAGE>

               under Sub-Clause 8.4 [Extension of Time for Completion]; and

          (b)  payment of any such Cost plus Reasonable Profit, which shall be
               added to the Contract Price.

          After receiving this notice, the EmpIoyer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine these
          matters.

     8.10 PAYMENT FOR PLANT AND MATERIALS IN EVENT OF SUSPENSION

          The Contractor shall be entitled to payment of the value (as at the
          date of suspension) of Plant and/or Materials which have not been
          delivered to Site, if:

          (a)  the work on Plant or delivery of Plant and/or Materials has been
               suspended for more than 28 days, if the suspension was not caused
               by the Contractor's faulty design, workmanship and materials; and

          (b)  the Contractor has marked the Plant and/or Materials as the
               Employer's property in accordance with the Employer's
               instructions.

     8.11 PROLONGED SUSPENSION

          If the suspension under Sub-Clause 8.8 [Suspension of Work] has
          continued for more than 84 days, the Contractor may request the
          Employer's permission to proceed. If the Employer does not give
          permission within 28 days after being requested to do so, the
          Contractor may, by giving notice to the Employer, treat the suspension
          as an omission under Clause 13 [Variations and Adjustments] of the
          affected part of the Works. If the suspension affects the whole of the
          Works, the Contractor may give notice of termination under Sub-Clause
          15.10 [Contractor's Rights].

     8.12 RESUMPTION OF WORK

          As soon as the Employer becomes aware that the reason for any
          suspension no longer exists, the Employer shall direct the Contractor
          to recommence progress of the Works affected by the suspension under
          Sub-Clause 8.8 [Suspension of Work].

     8.13 SUSPENSION AT CONTRACTOR'S REQUEST

          If the Contractor wishes to suspend progress of part or all of the
          Works, other than under Clause 15.10 [Contractor's Rights], then the
          Contractor shall obtain the prior written approval of the Employer.
          The Employer may approve of the suspension and may impose conditions
          of approval. If progress of part or all of the Works is suspended
          pursuant to this Sub-Clause, the Contractor may recommence work on the
          whole or any part of the Works affected by the suspension at any time
          after having given notice to the Employer.

9.   TESTS ON COMPLETION

     9.1  CONTRACTOR'S OBLIGATIONS

          The Contractor shall carry out the Tests on Completion in accordance
          with this


                                       42
<PAGE>

          Clause and Sub-Clause 7.4, [Testing] after providing the documents in
          accordance with Sub-Clause 5.6 [As-Built Documents] and Sub-Clause 5.7
          [Operation and Maintenance Manuals].

          The Contractor shall give to the Employer not less than 21 days'
          notice of the date after which the Contractor will be ready to carry
          out each of the Tests on Completion. Unless otherwise agreed, Tests on
          Completion shall be carried out within 14 days after this date, on
          such day or days as the Employer shall instruct. Unless otherwise
          stated in the Particular Conditions, the Tests on Completion shall be
          carried out in the following sequence:

          (a)  pre-commissioning tests, which shall include the appropriate
               inspections and ("dry" or "cold") functional tests to demonstrate
               that each item of Plant can safely under-take the next stage;

          (b)  commissioning tests, which shall include the specified
               operational tests to demonstrate that the Works or Section can be
               operated safely and as specified, under all available operating
               conditions; and

          (c)  trial operation, which shall demonstrate that the Works or
               Section perform reliably and in accordance with the Contract.

          During trial operation, when the Works are operating under stable
          conditions, the Contractor shall give notice to the Employer that the
          Works are ready for any other Tests on Completion, including
          performance tests to demonstrate whether the Works conform with
          criteria specified in the Employer's Requirements and with the
          Performance Guarantees.

          Trial operation shall not constitute a taking-over under Clause 10
          [Employer's Taking Over]. Unless otherwise stated in the Particular
          Conditions, the Employer wil1 provide any raw materials or supplies
          necessary to conduct the trial operation of the Works and any product
          produced by the Works during trial operation shall be the property of
          the Employer.

          In considering the results of the Tests on Completion, appropriate
          allowances shall be made for the effect of any use of the Works by the
          Employer on the performance or other characteristics of the Works. As
          soon as the Works, or a Section, have passed each of the Tests on
          Completion described in sub-paragraph (a), (b) or (c), the Contractor
          shall submit a certified report of the results of these Tests to the
          Employer.

     9.2  DELAYED TESTS

          If the Tests on Completion are being unduly delayed by the Employer,
          Sub-Clause 7.4 [Testing] (fifth paragraph) and/or Sub-Clause 10.3
          [Interference with Tests on Completion] shall be applicable.

          If the Tests on Completion are being unduly delayed by the Contractor,
          the Employer may by notice require the Contractor to carry out the
          Tests within 14 days after receiving the notice. The Contractor shall
          carry out the Tests on such day or days within that period as the
          Contractor may fix and of which he shall give notice to the Employer.


                                       43
<PAGE>

          If the Contractor fails to carry out the Tests on Completion within
          the period of 14 days, the Employer's Personnel may proceed with the
          Tests at the risk and cost of the Contractor. This is without
          prejudice to the Employer's right to withhold scheduled payments under
          Sub-Clauses 8.7 [Delay Damages] and 15.2 [Contractor's Default]. These
          Tests on Completion shall then be deemed to have been carried out in
          the presence of the Contractor and the results of the Tests shall be
          accepted as accurate.

     9.3  RETESTING

          If the Works, or a Section, fail to pass the Tests on Completion, the
          Employer or the Contractor may require the failed Tests, and Tests on
          Completion on any related work, to be repeated under the same terms
          and conditions.

     9.4  FAILURE TO PASS TESTS ON COMPLETION

          If the Works, or a Section, fail to pass the Tests on Completion
          repeated under Sub-Clause 9.3 [Retesting], the Employer shall be
          entitled to:

          (a)  order further repetition of Tests on Completion under Sub-Clause
               9.3 [Retesting];

          (b)  accept the Works or Section and issue a Taking-Over Certificate
               in which event the Employer shall have the same remedies as are
               provided in sub paragraph (b) of Sub-Clause 11.4 [Failure to
               Remedy Defects].

          In the event of sub-paragraph (b), the Contractor shall proceed in
          accordance with all other obligations under the Contract.

10.  EMPLOYER'S TAKING OVER

     10.1 TAKING OVER OF THE WORKS AND SECTIONS

          Except as stated in Sub-Clause 9.4 [Failure to Pass Tests on
          Completion], the Works shall be taken over by the Employer when (i)
          the Works have been completed in accordance with the Contract,
          including the matters described in Sub-Clause 8.2 [Time for
          Completion] and except as allowed in sub-paragraph (a) below, and (ii)
          a Taking-Over Certificate for the Works has been issued, or is deemed
          to have been issued in accordance with this Sub-Clause.

          The Contractor may apply by notice to the Employer for a Taking-Over
          Certificate not earlier than 14 days before the Works will, in the
          Contractor's opinion, be complete and ready for taking over. If the
          Works are divided into Sections, the Contractor may similarly apply
          for a Taking-Over Certificate for each Section.

          The Employer shall, within 42 days after receiving the Contractor's
          application:

          (a)  issue the Taking-Over Certificate to the Contractor, stating the
               date on which the Works or Section were completed in accordance
               with the Contract, except for any minor outstanding work or
               defects which will not substantially affect the use of the Works
               or Section for their intended purpose (either until or while this
               work is completed); or


                                       44
<PAGE>

          (b)  reject the application if the Works have not been completed in
               accordance with the Contract (except as allowed in sub-paragraph
               (a) above), giving reasons and specifying the work required to be
               done by the Contractor to enable the Taking-Over Certificate to
               be issued. The Contractor shall then complete this work before
               issuing a further notice under this Sub-Clause.

          If the Employer fails either to issue the Taking-Over Certificate or
          to reject the Contractor's application within 42 days after the Test
          on Completion has been carried out, and if the Works or Section (as
          the case may be) are substantially in accordance with the Contract,
          the Taking-Over Certificate shall be deemed to have been issued on the
          last day of that period.

     10.2 TAKING OVER OF PARTS OF THE WORKS

          Parts of the Works (other than Sections) shall not be taken over or
          used by the Employer, except as may be stated in the Particular
          Conditions or as may be agreed by both Parties.

     10.3 INTERFERENCE WITH TESTS ON COMPLETION

          If the Contractor is prevented, for more than 14 days, from carrying
          out the Tests on Completion by a cause for which the Employer is
          responsible, the Contractor shall carry out the Tests on Completion as
          soon as practicable.

          If the Contractor suffers delay and/or incurs Cost as a result of this
          delay in carrying out the Tests on Completion, the Contractor shall
          give notice to the Employer and shall be entitled subject to
          Sub-Clause 20.1 [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (b)  payment of any such Cost plus Reasonable Profit, which shall be
               added to the Contract Price.

          After receiving this notice, the Employer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine these
          matters.

11.  DEFECTS LIABILITY

     11.1 COMPLETION OF OUTSTANDING WORK AND REMEDYING DEFECTS

          In order that the Works and Contractor's Documents, and each Section,
          shall be in the condition required by the Contract (fair wear and tear
          excepted) by the expiry date of the relevant Defects Notification
          Period or as soon as practicable thereafter, the Contractor shall:

          (a)  complete any work which is outstanding on the date stated in a
               Taking-Over Certificate, within such reasonable time as is
               instructed by the Employer; and

          (b)  execute all work required to remedy defects, as may be notified
               by the Employer on or before the expiry date of the Defects
               Notification Period for the Works or Section (as the case may
               be).


                                       45
<PAGE>

          If a defect appears, the Employer shall notify the Contractor
          accordingly.

     11.2 COST OF REMEDYING DEFECTS

          All work referred to in sub-paragraph (b) of Sub-Clause 11.1
          [Completion of Outstanding Work and Remedying Defects] shall be
          executed at the risk and cost of the Contractor, if and to the extent
          that such work is attributable to:

          (a)  the design of the Works;

          (b)  Plant, Materials or workmanship not being in accordance with the
               Contract;

          (c)  improper operation or maintenance which was attributable to
               matters for which the Contractor is responsible under Sub-Clauses
               5.5 [Training] and 5.7 [Operation and Maintenance Manuals]; or

          (d)  failure by the Contractor to comply with any other obligation
               under this Contract.

          If and to the extent that such work is attributable to any other
          cause, the Employer shall give notice to the Contractor accordingly,
          and Sub-Clause 13.3 [Variation Procedure] shall apply.

     11.3 EXTENSION OF DEFECTS NOTIFICATION PERIOD

          The Employer shall be entitled subject to Sub-Clause 2.5 [Employer's
          Claims] to an extension of the Defects Notification Period for the
          Works or a Section if, to the extent that and for the same duration as
          the Works, Section or a major item of Plant (as the case may be, and
          after taking over) cannot be used for the purposes for which they are
          intended by reason of a defect. However, a Defects Notification Period
          shall not be extended by more than one year.

          If delivery and/or erection of Plant and/or Materials was suspended
          under Sub-Clause 8.8 [Suspension of Work] (other than under Sub-Clause
          8.8(c) or Sub-Clause 15.10 [Contractor's Rights], the Contractor's
          obligations under this Clause shall not apply to any defects occurring
          more than one year after the Defects Notification Period for the Plant
          and/or Materials would otherwise have expired.

     11.4 FAILURE TO REMEDY DEFECTS

          If the Contractor fails to remedy any defect within a reasonable time,
          a date may be fixed by (or on behalf of) the Employer, on or by which
          the defect is to be remedied. The Contractor shall be given reasonable
          notice of this date.

          If the Contractor fails to remedy the defect by this notified date and
          this remedial work was to be executed at the cost of the Contractor
          under Sub-Clause 11.2 [Cost of Remedying Defects], the Employer may
          (at his option):

          (a)  carry out the work himself or by others, in a reasonable manner
               and at the Contractor's cost, but the Contractor shall have no
               responsibility for this work; and the Contractor shall subject to
               Sub-Clause 2.5 [Employer's Claims] pay to the Employer the costs
               reasonably incurred by the Employer in remedying the


                                       46
<PAGE>

               defect or damage; or

          (b)  accept the defect and agree or determine a reasonable reduction
               in the Contract Price in accordance with Sub-Clause 2.5
               [Employer's Claims] and Sub-Clause 3.5 [Determinations].

     11.5 REMOVAL OF DEFECTIVE WORK

          If the defect cannot be remedied expeditiously on the Site and the
          Employer gives consent, the Contractor may remove from the Site for
          the purposes of repair such items of Plant as are defective and repair
          such items as soon as is reasonably practicable.

     11.6 FURTHER TESTS

          If the work of remedying of any defect may affect the performance of
          the Works, the Employer may require the repetition of any of the tests
          described in the Contract, including Tests on Completion and/or Tests
          after Completion. The requirement shall be made by notice within 28
          days after the defect or damage is remedied.

          These tests shall be carried out in accordance with the terms
          applicable to the previous tests, except that they shall be carried
          out at the risk and cost of the Party liable, under Sub-Clause 11.2
          [Cost of Remedying Defects], for the cost of the remedial work.

     11.7 RIGHT OF ACCESS

          Until the Performance Certificate has been issued, the Contractor
          shall have the right of access to all parts of the Works and to
          records of the operation and performance of the Works, except as may
          be inconsistent with the Employer's reasonable security restrictions.

     11.8 CONTRACTOR TO SEARCH

          The Contractor shall, if required by the Employer, search for the
          cause of any defect, under the direction of the Employer. Unless the
          defect is to be remedied at the cost of the Contractor under
          Sub-Clause 11.2 [Cost of Remedying Defects], the Cost of the search
          plus Reasonable Profit shall be agreed or determined in accordance
          with Sub-Clause 3.5 [Determinations] and shall be added to the
          Contract Price.

     11.9 PERFORMANCE CERTIFICATE

          Performance of the Contractor's obligations shall not be considered to
          have been completed until the Employer has issued the Performance
          Certificate to the Contractor, stating the date on which the
          Contractor completed his obligations under the Contract.

          The Employer shall issue the Performance Certificate within 28 days
          after the latest of the expiry dates of the Defects Notification
          Periods, or as soon thereafter as the Contractor has supplied all the
          Contractor's Documents and completed and tested all the Works,
          including remedying ANY defects. If the Employer fails to issue the
          Performance Certificate accordingly, the Performance Certificate shall
          be deemed


                                       47
<PAGE>

          to have been issued on the date 28 days after the date on which it
          should have been issued, as required by this Sub-Clause.

          Only the Performance Certificate shall be deemed to constitute
          acceptance of the Works.

     11.10 CLEARANCE OF SITE

          Upon receiving the Performance Certificate or if the Performance
          Certificate has been deemed to be issued in accordance with Sub-Clause
          11.9 [Performance Certificate], the Contractor shall remove any
          remaining Contractor's Equipment, surplus material, wreckage, rubbish
          and Temporary Works from the Site.

          If all these items have not been removed within 28 days after the
          Employer issues the Performance Certificate, the Employer may sell or
          otherwise dispose of any remaining items. The Employer shall be
          entitled to be paid the costs incurred in connection with, or
          attributable to, such sale or disposal and restoring the Site.

          Any balance of the moneys from the sale shall be paid to the
          Contractor. If these moneys are less than the Employer's costs of
          selling or otherwise disposing of the remaining items, the Contractor
          shall pay the outstanding balance to the Employer.

12.  TESTS AFTER COMPLETION

     12.1 PROCEDURE FOR TESTS AFTER COMPLETION

          If Tests after Completion are specified in the Contract, this Clause
          shall apply, unless otherwise stated in the Particular Conditions:

          (a)  the Employer shall provide all electricity, fuel and materials
               and make the Employer's Personnel and Plant available;

          (b)  the Contractor shall provide any other plant, equipment and
               suitably qualified and experienced staff, as are necessary to
               carry out the Tests after Completion efficiently; and

          (c)  the Contractor shall carry out the Tests after Completion in the
               presence of such Employer's and/or Contractor's Personnel as
               either Party may reasonably request.

          The Tests after Completion shall be carried out as soon as is
          reasonably practicable after the Works or Section have been taken over
          by the Employer. The Employer shall give to the Contractor 21 days'
          notice of the date after which the Tests after Completion will be
          carried out. Unless otherwise agreed, these Tests shall be carried out
          within 14 days after this date, on the day or days determined by the
          Employer.

          The results of the Tests after Completion shall be compiled and
          evaluated by the Contractor, who shall prepare a detailed report
          within 7 days after the tests have been carried out. Appropriate
          account shall be taken of the effect of the Employer's prior use of
          the Works.

     12.2  DELAYED TESTS


                                       48
<PAGE>

          If the Contractor incurs Cost as a result of any unreasonable delay by
          the Employer to the Tests after Completion, the Contractor shall (i)
          give notice to the Employer and (ii) be entitled subject to Sub-Clause
          20.1 [Contractor's Claims] to payment of any such Cost plus Reasonable
          Profit, which shall be added to the Contract Price.

          After receiving this notice, the Employer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine this Cost
          and profit.

          If, for reasons not attributable to the Contractor, a Test after
          Completion on the Works or any Section cannot be completed during the
          Defects Notification Period (or any other period agreed upon by both
          Parties), then the Works or Section shall be deemed to have passed
          this Test after Completion.

     12.3 RETESTING

          If the Works, or a Section, fail to pass the Tests after Completion:

          (a)  sub-paragraph (b) of Sub-Clause 11.1 [Completion of Outstanding
               Work and Remedying of Defects] shall apply; and

          (b)  either Party may then require the failed Tests, and the Tests
               after Completion on any related work, to be repeated under the
               same terms and conditions.

          If and to the extent that this failure and retesting are attributable
          to any of the matters listed in sub-paragraphs (a) to (d) of
          Sub-Clause 11.2 [Cost of Remedying Defects] and cause the Employer to
          incur additional costs, the Contractor shall subject to Sub-Clause 2.5
          [Employer's Claims] pay these costs to the Employer.

     12.4 FAILURE TO PASS TESTS AFTER COMPLETION

          If the Works, or a Section, fail to pass a Test after Completion and
          the Contractor proposes to make adjustments or modifications to the
          Works or such Section, the Contractor may be instructed by (or on
          behalf of) the Employer that right of access to the Works or Section
          cannot be given until a time that is convenient to the Employer. The
          Contractor shall then remain liable to carry out the adjustments or
          modifications and to satisfy this Test, within a reasonable period of
          receiving notice by (or on behalf of) the Employer of the time that is
          convenient to the Employer. However, if the Contractor does not
          receive this notice during the relevant Defects Notification Period,
          the Contractor shall be relieved of this obligation and the Works or
          Section (as the case may be) shall be deemed to have passed this Test
          after Completion.

          If the Contractor incurs additional Cost as a result of any
          unreasonable delay by the Employer in permitting access to the Works
          or Plant by the Contractor, either to investigate the causes of a
          failure to pass a Test after Completion or to carry out any
          adjustments or modifications, the Contractor shall (i) give notice to
          the Employer and (ii) be entitled subject to Sub-Clause 20.1
          [Contractor's Claims] to payment of any such Cost plus Reasonable
          Profit, which shall be added to the Contract Price.

          After receiving this notice, the Employer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine this Cost
          and profit.


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<PAGE>

13.  VARIATIONS AND ADJUSTMENTS

     13.1 RIGHT TO VARY

          Variations within the general scope of the Contact may be initiated by
          the Employer at any time prior to issuing the Taking-Over Certificate
          for the Works, either by an instruction or by a request for the
          Contractor to submit a proposal. A Variation shall not comprise the
          omission of any work which is to be carried out by others.

          The Contractor shall execute and be bound by each Variation, unless
          the Contractor promptly gives notice to the Employer stating (with
          supporting particulars) that:

          (a)  the Contractor cannot readily obtain the Goods required for the
               Variation;

          (b)  it will or may reduce the safety of the Works, or

          (c)  it will or may result in the Works failing to satisfy any
               functional or technical requirements specified in the Employer's
               Requirements.

          Upon receiving this notice, the Employer shall cancel, confirm or vary
          the instruction.

     13.2 VALUE ENGINEERING

          The Contractor may, at any time, submit to the Employer a written
          Variation proposal which (in the Contractor's opinion) will, if
          adopted, (i) accelerate completion, (ii) reduce the cost to the
          Employer of executing, maintaining or operating the Works, (iii)
          improve the efficiency or value to the Employer of the completed
          Works, or (iv) otherwise be of benefit to the Employer.

          The Variation proposal shall be prepared at the cost of the Contractor
          and shall include the items listed in Sub-Clause 13.3 [Variation
          Procedure].

     13.3 VARIATION PROCEDURE

          If the Employer requests a Variation proposal, prior to instructing a
          Variation, the Contractor shall respond in writing as soon as
          practicable, either by giving reasons why he cannot comply (if this is
          the case) or by submitting:

          (a)  a description of the proposed design and/or work to be performed
               and a programrne for its execution;

          (b)  the Contractor's proposal for any necessary modifications to the
               programme according to Sub-Clause 8.3 [Programme] and to the Time
               for Completion; and

          (c)  the Contractor's proposal for adjustment to the Contract Price.

          A Variation shall not become effective unless and until the Contract
          Price adjustment, the terms and schedule of payment and the extension
          of time and all other terms have been mutually agreed upon by the
          Parties (and the Parties shall act reasonably and in good faith in
          connection with all such terms) and such Variation is signed by an
          authorised representative of each Party. Each Variation shall be
          incorporated as an amendment to the Contract.


                                       50
<PAGE>

          The adjustment to the Contract Price for a Variation shall represent
          the Cost of the Variation and, except in the case of Variations
          omitting or decreasing any part of the work under the Contract,
          Reasonable Profit.

          Should one or other of the Parties wish to accelerate the Variation
          process for reasons of time and provided that both Parties agree in
          writing that the Variation shall be executed prior to the agreement of
          the Contract Price adjustment, the terms and schedule of payment and
          the extension of time and any other terms which are required to be
          mutually agreed upon by the Parties, then the Employer shall issue in
          writing confirmation that the Contractor has an entitlement to a
          Variation and the Parties shall negotiate in good faith all the
          Contract Price adjustment, the terms and schedule of payment and
          extension of time and other terms as expeditiously as reasonably
          possible, in accordance with Sub-Clause 3.5 (Determinations).

     13.4 NOT APPLICABLE

     13.5 NOT APPLICABLE

     13.6 ADJUSTMENTS FOR CHANGES IN LEGISLATION

          The Contract Price shall be adjusted to take account of any increase
          or decrease in Cost resulting from a change in the Laws of the Country
          (including the introduction of new Laws and the repeal or modification
          of existing Laws) or in the judicial or official governmental
          interpretation of such Laws, made after the Base Date, which affect
          the Contractor in the performance of obligations under the Contract.

          If the Contractor suffers (or will suffer) delay and/or incurs (or
          will incur) additional Cost as a result of these changes in the Laws
          or in such interpretations, made after the Base Date, the Contractor
          shall give notice to the Employer and shall be entitled subject to
          Sub-Clause 20.1 [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (b)  payment of any such Cost, which shall be added to the Contract
               Price.

          After receiving this notice, the Employer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine these
          matters.

     13.7 ADJUSTMENTS FOR CHANGES IN COSTS

          If the Contract Price is to be adjusted for rises or falls in the cost
          of labour, goods and other inputs to the Works, the adjustments shall
          be calculated in accordance with the provisions in the Particular
          Conditions.

14.  CONTRACT PRICE AND PAYMENT

     14.1 THE CONTRACT PRICE

          Unless otherwise stated in the Particular Conditions:


                                       51
<PAGE>

          (a)  Payment for the Works shall be made on the basis of the lump sum
               Contract Price, subject to adjustments in accordance with the
               Contract and adjustments (if any) for valid claims by the
               Contractor in respect of the Works due to an act or omission on
               the part of the Employer or Employee's Personnel.

          (b)  The Employer shall pay all taxes (except for those for the
               Contractor's own operations), duties and fees, and the Contract
               Price shall not be adjusted for any of these costs, including the
               circumstances as stated in Sub-Clause 13.7 [Adjustments for
               Changes in Legislation].

          (c)  Should the Employer receive any notices from governmental
               agencies or regulatory bodies that any taxes, duties and fees are
               due for payment by the Contractor, the Employer shall give 3 days
               notice requesting the Contractor to rectify the position. If the
               Contractor still fails to make good such payments within the
               stipulated time, the Employer shall proceed in accordance with
               Clause 3.5 [Determinations] to resolve the issue and exercise its
               rights of set-off from any amount due, or become due to the
               Contractor.

     14.2 ADVANCE PAYMENT

          The Employer shall make an advance payment as stated in the Particular
          Conditions.

     14.3 APPLICATION FOR PAYMENTS

          The Contractor shall submit a Statement in six copies to the Employer
          after the end of the period of payment stated in the Particular
          Conditions (if not stated, after the end of each month).

     14.4 SCHEDULE OF PAYMENTS

          The Employer shall pay the Contractor in accordance with the Schedule
          of Payments contained in the Contract subject to the Employer's
          entitlement to delay scheduled payment in accordance with Sub-Clause
          8.3, the set-off right under Sub-Clause 1.13 and 3.5, and the
          Employer's right to claim under Sub-Clause 15.2 [Contractor's
          Default].

     14.5 TIMING OF PAYMENTS

          Except as otherwise stated in Sub-Clause 2.5 [Employer's Claims],
          Sub-Clause 8.3 to delay for scheduled payment and the Employer's right
          to claim under Sub-Clause 15.2 [Contractor's Default], the Employer
          shall pay the Contractor in accordance with the Contract Particulars
          and the Schedule of Payments. The Employer shall pay to the
          Contractor:

          (a)  the Advance Payment amount identified in the Schedule of Payments
               immediately upon execution of the Contract Agreement in order for
               works to begin immediately.

          (b)  the Contract Price instalments as defined in the Schedule of
               Payments within 21 days of the end of each period of payment
               stated in the Particular Conditions (if not stated, after the end
               of each calendar month).


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<PAGE>

          Payment of the amount due shall be made into the bank account,
          nominated by the Contractor.

     14.6 DELAYED PAYMENT

          If the Contractor does not receive payment in accordance with
          Sub-Clause 14.5 [Timing of Payments], the Contractor shall be entitled
          to receive financing charges compounded monthly on the amount unpaid
          during the period of delay.

          Unless otherwise stated in the Particular Conditions, these financing
          charges shall be calculated at the annual discount rate of the central
          bank in the country of the currency of payment, and shall be paid in
          such currency.

     14.7 RETENTION MONEY

          Each Contract Price instalment as stated in the Schedule of Payments
          shall be subject to the percentage of retention stated in the
          Particular Conditions. Any amount to be deducted for retention shall
          be included in the Statement to be submitted pursuant to Sub-Clause
          14.3.

          The first half of the Retention Money shall be paid to the Contractor
          after the Taking-Over Certificate has been issued for the Works, and
          the Works have passed all specified tests (including the Tests after
          Completion, if any).

          The balance of the Retention Money shall be paid to the Contractor
          after the latest of the expiry dates of the Defects Notification
          Periods.

          However, if any work remains to be executed under Sub-Clause 11
          [Defects Liability] or Sub-Clause 12 [Tests after Completion], the
          Employer shall be entitled to withhold the estimated cost of such work
          until it has been executed.

     14.8 STATEMENT AT COMPLETION

          Within 42 days after receiving the Taking-Over Certificate for the
          Works, the Contractor shall submit to the Employer six copies of a
          Statement at completion with supporting documents.

          The Employer shall then make payment in accordance with Sub-Clause
          14.5 [Timing of Payments].

     14.9 APPLICATION FOR FINAL PAYMENT

          Within 42 days after receiving the Performance Certificate, the
          Contractor shall submit, to the Employer, six copies of a draft final
          statement with supporting documents showing in detail:

          (a)  the value of all work done in accordance with the Contract; and

          (b)  any further sums which the Contractor considers to be due to him
               under the Contract or otherwise.

          If the Employer disagrees with or cannot verify any part of the draft
          final statement,


                                       53
<PAGE>

          the Contractor shall submit such further information as the Employer
          may reasonably require and shall make such changes in the draft as may
          be agreed between them. The Contractor shall then prepare and submit
          to the Employer the final statement as agreed. This agreed statement
          is referred to in these Conditions as the "Final Statement".

          However if, following discussions between the Parties and any changes
          to the draft final statement which are agreed, it becomes evident that
          a dispute exists, the Employer shall pay the agreed parts of the draft
          final statement in accordance Sub-Clause 14.5 [Timing of Payments].
          Thereafter, if the dispute is finally resolved under Sub-Clause 20.3
          [Amicable Settlement], the Contractor shall then prepare and submit to
          the Employer a Final Statement.

     14.10 DISCHARGE

          When submitting the Final Statement, the Contractor shall submit a
          written discharge which confirms that the total of the Final Statement
          represents full and final settlement of all moneys due to the
          Contractor on account of the Contract Price under or in connection
          with the Contract. This discharge may state that it becomes effective
          when the Contractor has received outstanding balance of this total, in
          which event the discharge shall be effective on such date.

     14.11 FINAL PAYMENT

          In accordance with Sub-Clause 14.5 [Timing of Payments], the Employer
          shall pay to the Contractor the amount which is finally due as set out
          in the Final Statement, less all amounts previously paid by the
          Employer and any deductions in accordance with Sub-clause 2.5
          [Employer's Claims] and Sub-Clause 14.1 [The Contract Price].

     14.12 CESSATION OF EMPLOYER'S LIABILITY

          Upon payment of the amount which is finally due as set out in the
          Final Statement, the Employer shall not be liable to the Contractor
          for any further payment on account of the Contract Price under or in
          connection with the Contract.

          However, this Sub-Clause shall not limit the Employer's liability in
          any case of fraud, deliberate default or reckless misconduct by the
          Employer.

     14.13 CURRENCIES OF PAYMENT

          The Contract Price shall be paid in the currency named in the
          Particular Conditions.

15.  DEFAULT

     15.1 PRESERVATION OF OTHER RIGHTS

          If a Party breaches (including repudiates) the Contract, nothing in
          this Clause shall prejudice the right of the other Party to recover
          damages or exercise any other right to remedy.

     15.2 CONTRACTOR'S DEFAULT


                                       54
<PAGE>

          If the Contractor commits a substantial breach of the Contract, the
          Employer may, by hand or by certified post, give the Contractor a
          written notice to show cause.

          Substantial breaches include, but are not limited to:

          (a)  failing to comply with Sub-Clause 4.2 [Guarantee];

          (b)  wrongful suspension of the Works;

          (c)  failing to commence and then proceed with the Works with due
               expedition and without delay in accordance with Sub-Clause 8.1
               [Commencement of Works];

          (d)  material failure to design and execute the Works in accordance
               with the Contract;

          (e)  subcontracting the whole of the Works or assigning the Contract
               without the required agreement under Sub-Clause 1.7 [Assignment];
               or

          (f)  giving or offering to give (directly or indirectly) to any person
               any bribe, gift, gratuity, commission or other thing of value, as
               an inducement or reward:

               (i)   for doing or forbearing to do any action in relation to the
                     Contract; or

               (ii)  for showing or forbearing to show favour or disfavour to
                     any person in relation to the Contract;

          (g)  perform a material obligation of the Contractor in accordance
               with the Contract;

          other than lawful inducements and rewards.

     15.3 EMPLOYER'S NOTICE TO SHOW CAUSE

          A notice under Sub-Clause 15.2 [Contractor's Default] shall state:

          (a)  that it is a notice under Sub-Clause 15.2 [Contractor's Default]
               of the Contract;

          (b)  the alleged substantial breach;

          (c)  that the Contractor is required to show cause in writing why the
               Employer should not exercise a right referred to in Sub-Clause
               15.4 [Principal's Rights]; and

          (d)  the date and time by which the Contractor must show cause (which
               shall not be less than 7 days after the notice is received by the
               Contractor).

     15.4 EMPLOYER'S RIGHTS

          If the Contractor fails to show reasonable cause by the stated date
          and time, the Employer may:

          (a)  by giving written notice to the Contractor, take out of the
               Contractor's hands


                                       55
<PAGE>

               the whole or part of the work under the Contract remaining to be
               completed and suspend payment until it becomes due and payable
               pursuant to Sub-Clause 15.6 [Adjustment on Completion of Work
               Taken Out]; or

          (b)  by giving 14 days written notice to the Contractor terminate the
               Contract.

     15.5 COMPLETION OF WORKS TAKEN OUT

          The Employer shall complete work taken out of the Contractor's hands
          and may:

          (a)  without payment of compensation to the Contractor take possession
               of, and use Goods and other things on the Site intended for work
               under the Contract;

          (b)  contract with Subcontractors and consultants; and

          (c)  take possession of the Contractor's Documents;

          which are reasonably required by the Employer to facilitate completion
          of the Works.

          If the Employer takes possession of Goods or other things, the
          Employer shall maintain them and, subject to Sub-Clause 15.6
          [Adjustment on Completion of Work Taken Out], on completion of the
          Works, shall return such of them as are surplus.

          The Employer shall keep records of the cost of completing the Works.

     15.6 ADJUSTMENT ON COMPLETION OF WORK TAKEN OUT

          When work taken out of the Contractor's hands has been completed, the
          Employer shall proceed in accordance with Sub-Clause 3.5
          [Determinations] to agree or determine the cost incurred by the
          Employer in that regard and the sum payable to or by the Contractor
          with reference to the' difference between that cost and the amount and
          quality of work which has been done by the Contractor prior to taken
          out.

          If the Contractor is indebted to the Employer, the Employer may retain
          Goods or other things taken under Sub-Clause 15.5 [Completion of Works
          Taken Out] until the debt is satisfied. If after reasonable notice,
          the Contractor fails to pay the debt, the Employer may sell the Goods
          or other things and apply the proceeds to the satisfaction of the debt
          and the costs of sale. Any balance of the proceeds shall be paid to
          the Contractor.

     15.7 EMPLOYER'S ENTITLEMENT TO TERMINATION

          The Employer shall be entitled to terminate the Contract, at any time
          for the Employer's convenience, by giving notice of such termination
          to the Contractor. The termination shall take effect 28 days after the
          date on which the Contractor receives this notice. The Employer shall
          not terminate the Contract under this Sub-Clause in order to execute
          the Works himself or to arrange for the Works to be executed by
          another contractor.

          After this termination, the Contractor shall be paid in accordance
          with Sub-Clause 19.6 [Optional Termination, Payment and Release].


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<PAGE>

     15.8 EMPLOYER'S DEFAULT

          If the Employer commits a substantial breach of the Contract, the
          Contractor may, by hand or by certified post, give the Employer a
          written notice to show cause.

          Substantial breaches include, but are not limited to failing to:

          (a)  comply with Sub-Clause 1.7 [Assignment];

          (b)  give the Contractor right of access to, and possession of, all
               parts of the Site in accordance with Sub-Clause 2.1 [Right of
               Access to the Site];

          ((c) Not Applicable);

          (d)  make the advance payment in accordance with Clause 14 [Contract
               Price and Adjustment];

          (e)  make a payment when due and payable pursuant to the Contract on
               any undisputed sum; or

          (f)  perform a material obligation of the Employer in accordance with
               the Contract.

     15.9 CONTRACTOR'S NOTICE TO SHOW CAUSE

          A notice given under Sub-Clause 15.8 [Employer's Default] shall state:

          (a)  that it is a notice under Sub-Clause 15.8 [Employer's Default] of
               the Contract;

          (b)  the alleged substantial breach;

          (c)  that the Employer is required to show cause in writing why the
               Contractor should not exercise a right referred to in Sub-Clause
               15.10 [Contractor's Rights]; and

         (d)   the date and time by which the Employer must show cause (which
               shall not be less than 7 days after the notice is received by the
               Employer.

     15.10  CONTRACTOR'S RIGHTS

          If the Employer fails to show reasonable cause by the stated date and
          time, the Contractor may, by written notice to the Employer, suspend
          the whole or any part of the work under the Contract.

          The Contractor shall remove the suspension if the Employer remedies
          the breach.

          The Contractor may, by written notice to the Employer, terminate the
          Contract:

          (a)  if within 7 days of the date of suspension under this Sub-Clause,
               the Employer fails:

               (i)   to remedy the breach; or


                                       57
<PAGE>

               (ii)  if the breach is not capable of remedy, to make other
                     arrangements to the reasonable satisfaction of the
                     Contractor;

          (b)  if a prolonged suspension affects the whole of the Works as
               described in Sub-Clause 8.11 [Prolonged Suspension].

          If the Contractor suffers delay and/or incurs Cost as a result of
          suspending work (or reducing the rate of work) in accordance with this
          Sub-Clause, the Contractor shall give notice to the Employer and shall
          be entitled subject to Sub-Clause 20.1 [Contractor's Claims] to:

          (c)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (d)  payment of any such Cost plus Reasonable Profit, which shall be
               added to the Contract Price.

          After receiving this notice, the Employer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine these
          matters.

     15.11 TERMINATION

          If the Contract is terminated pursuant to Sub-Clause 15.4(b) or 15.10
          [Contractor's Rights], the Parties' remedies, rights and liabilities
          shall be the same as they would have been under the law governing the
          Contract had the defaulting Party repudiated the Contract and the
          other Party elected to treat the Contract as at an end and recover
          damages.

          Without limiting the foregoing, the Employer shall promptly:

          (a)  pay the Contractor in accordance with Sub-Clause 19.6 [Optional
               Termination, Payment and Release]; and

          (b)  pay to the Contractor the amount of any loss of profit or other
               loss or damage (excluding consequential loss or damage) sustained
               by the Contractor as a result of termination;

          where the Contract is terminated pursuant to Sub-Clause 15.10
          [Contractor's Rights].

16.  INSOLVENCY

          If:

          (a)  a Party informs the other in writing, or creditors generally,
               that the Party is insolvent or is financially unable to proceed
               with the Contract;

          (b)  execution is levied against a Party by a creditor;

          (c)  a Party is an individual person or a partnership including an
               individual person, and if that person:

               (i)  commits an act of bankruptcy;


                                       58
<PAGE>

               (ii) has a bankruptcy petition presented against him or her or
                    presents his or her own petition;

               (iii)is made bankrupt;

               (iv) makes a proposal for a scheme of arrangement or a
                    composition; or

               (v)  has a deed of assignment or deed of arrangement made,
                    accepts a composition, is required to present a debtor's
                    petition, or has a sequestration order made under the law
                    governing the Contract; or

          (d)  in relation to a Party being a corporation:

               (i)  notice is given of a meeting of creditors with a view to the
                    corporation entering a deed of company arrangement;

               (ii) the corporation enters a deed of company arrangement with
                    creditors;

               (iii)a controller or administrator is appointed;

               (iv) a application is made to a court for its winding up and not
                    stayed within 14 days;

               (v)  a winding up order is made in respect of the corporation;

               (vi) the corporation resolves by special resolution that it be
                    wound up voluntarily (other than for a member's voluntary
                    winding up); or

               (vii) a mortgagee of any of the corporation's property takes
                     possession of that property;

          then, where the other Party is:

          -    the Employer, the Employer may, without giving a notice to show
               cause, exercise the termination right under Sub-Clause 15.4(b);
               or

          -    the Contractor, the Contractor may, without giving a notice to
               show cause, exercise the termination right under Sub-Clause 15.10
               [Contractor's Rights].

          The rights and remedies given by this Sub-Clause are additional to any
          other rights and remedies. They may be exercised notwithstanding that
          there has been no breach of Contract.

17.  RISK AND RESPONSIBILITY

     17.1 INDEMNITIES

          The Contractor shall indemnify the Employer against:

          (a)  claims in respect of personal injury or death;

          (b)  claims in respect of damage to or loss of any property (other
               than property of the Employer or the Works);

          (c)  damage to or loss of property of the Employer;


                                       59
<PAGE>

          arising out of or as a consequence of the design, execution and
          completion of the Works except to the extent that the act or omission
          of the Employer, the Employer's Personnel or any of their respective
          consultants, agents or other contractors caused or contributed to the
          injury, death, damage or loss.

          The indemnity in this Sub-Clause shall not apply:

          (a)  to the extent that another provision of the Contract limits the
               Contractor's liability;

          (b)  to things for the care of which the Contractor is not responsible
               under Sub-Clause 17.2 [Contractor's Care of the Works]; or

          (c)  to claims in respect of the Employer's right to have the work
               under the Contract carried out.

          The Employer shall indemnify the Contractor against:

          (a)  claims in respect of personal injury or death which is
               attributable to any negligence, willful act or breach of the
               Contract by the Employer, the Employer's Personnel, or any of
               their respective consultants, agents, employees or other
               contractors;

          (b)  the matters for which liability may be excluded from insurance
               cover, as described in sub-paragraphs (d)(i), (ii) and (iii) of
               Sub-Clause 18.3 [Insurance Against Injury to Persons and Damage
               to Property]; and

          (c)  claims in respect of the Employer's right to have the work under
               the Contract carried out.

     17.2 CONTRACTOR'S CARE OF THE WORKS

          Subject to Sub-Clause 17.3 [Employer's Risks] the Contractor shall
          take full responsibility for the care and risks of the Works and Goods
          from the Commencement Date until the Taking-Over Certificate is issued
          (or is deemed to be issued under Sub-clause 10.1 [Taking Over of the
          Works and Sections]) for the Works, when responsibility for the care
          and risks of the Works shall pass to the Employer. If a Taking-Over
          Certificate is issued (or is so deemed to be issued) for any Section
          of the Works, responsibility for the care of the Section shall then
          pass to the Employer.

          After responsibility and risks have accordingly passed to the
          Employer, the Contractor shall take responsibility for the care of any
          work which is outstanding on the date stated in a Taking-Over
          Certificate, until this outstanding work has been completed.

          If any loss or damage happens to the Works, Goods or Contractor's
          Documents during the period when the Contractor is responsible for
          their care, from any cause not listed in Sub-Clause 17.3 [Employer's
          Risks], the Contractor shall rectify the loss or damage at the
          Contractor's risk and cost, so that the Works, Goods and Contractor's
          Documents conform with the Contract.


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<PAGE>

     17.3 EMPLOYER'S RISKS

          The risks referred to in Sub-Clause 17.4 [Consequences of Employer's
          Risks] are:

          (a)  war, hostilities (whether war be declared pr not), invasion, act
               of foreign enemies;

          (b)  rebellion, terrorism, revolution, insurrection, military or
               usurped power, martial law or confiscation by order of any
               government or public authority, or civil war;

          (c)  riot, commotion or disorder within the Country by persons other
               than the Contractor's Personnel and other employees of the
               Contractor and Subcontractors;

          (d)  munitions of war, explosive materials, ionising radiation or
               contamination by radio-activity; except as may be attributable to
               the Contractor's use of such munitions, explosives, radiation or
               radio-activity;

          (e)  pressure waves caused by aircraft or other aerial devices
               travelling at sonic or supersonic speeds;

          (f)  any negligent act or omission of the Employer, the Employer's
               Personnel, or any of their respective consultants, agents,
               employees or other contractors;

          (g)  any risk excepted elsewhere in the Contract;

          (h)  use or occupation of any part of the work under the Contract by
               the Employer, the Employer's Personnel or their respective
               consultants, agents, employees or other contractors; and

          (i)  defects in the design of work under the Contract arising as a
               result of the incorrectness of any portion of the Employer's
               Requirements for which the Employer is responsible under Clause
               5.1 [General Design Obligations].

     17.4 CONSEQUENCES OF EMPLOYER'S RISKS

          If and to the extent that any of the risks listed in Sub-Clause 17.3
          [Employer's Risks] ("Employer's risks") results in loss or damage to
          the Works, Goods or Contractor's Documents (whether or not in
          combination with other risks), the Contractor shall promptly give
          notice to the Employer and shall rectify this loss or damage to the
          extent required by the Employer.

          If the Contractor suffers delay and/or incurs Cost from rectifying
          this loss or damage, the Contractor shall give a further notice to the
          Employer and shall be entitled subject to Sub-Clause 20.1
          [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion]; and

          (b)  payment of any such Cost (or an appropriate proportion of such
               Cost where the


                                       61
<PAGE>

               loss or damage is caused by a combination of Employer's risks and
               other risks), which shall be added to the Contract Price.

          After receiving this further notice, the Employer shall proceed in
          accordance with Sub-Clause 3.5 /Determinations] to agree or determine
          these matters.

     17.5 INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

          In this Sub-Clause, "infringement" means an infringement (or alleged
          infringement) of any patent, registered design, copyright, trade mark,
          trade name, trade secret or other intellectual or industrial property
          right relating to the Works; and "claim" means a claim (or proceedings
          pursuing a claim) alleging an infringement.

          Whenever a Party does not give notice to the other Party of any claim
          within 28 days of receiving the claim, the first Party shall be deemed
          to have waived any right to indemnity under this Sub-Clause.

          The Employer shall indemnify and hold the Contractor harmless against
          and from any claim alleging an infringement which is or was:

          (a)  an unavoidable result of the Contractor's compliance with the
               Employer's Requirements; or

          (b)  a result of any Works being used by the Employer:

               (i)  for a purpose other than that indicated by, or reasonably to
                    be inferred from, the Contract; or

               (ii) in conjunction with any thing not supplied by the
                    Contractor, unless such use was disclosed to the Contractor
                    prior to the Base Date or is stated in the Contract.

          The Contractor shall indemnify and hold the Employer harmless against
          and from any claim alleging an infringement which arises out of or in
          relation to (i) the Contractor's design, manufacture, construction or
          execution of the Works; (ii) the use of Contractor's Equipment; or
          (iii) the proper use of the Works.

          If a Party is entitled to be indemnified under this Sub-Clause, the
          indemnifying Party may (at its cost) conduct negotiations for the
          settlement of the claim, and any litigation or arbitration which may
          arise from it. The other Party shall, at the request and cost of the
          indemnifying Party, assist in contesting the claim. This other Party
          (and its Personnel) shall not make any admission which might be
          prejudicial to the indemnifying Party, unless the indemnifying Party
          failed to take over the conduct of any negotiations, litigation or
          arbitration upon being requested to do so by such other Party.

     17.6 LIMITATION OF LIABILITY

          Neither Party shall be liable to the other Party for loss of use of
          any Works, loss of profit, loss of any contract or for any indirect or
          consequential loss or damage which may be suffered by the other Party
          in connection with the Contract, other than under Sub-Clause 15.11
          [Termination] and Sub-Clause 17.1 [Indemnities].


                                       62
<PAGE>

          The total liability of the Contractor to the Employer, under or in
          connection with the Contract other than under Sub-Clause 4.19
          [Electricity, Water and Gas], Sub-Clause 4.20 [Employer's Equipment
          and Free-Issue Material 1, Sub-Clause 17.1 [Indemnities] and
          Sub-Clause 17.5 [Intellectual and Industrial Property Rights], shall
          not exceed the sum stated in the Particular Conditions or (if a sum is
          not so stated) the Contract Price stated in the Contract Agreement.

          This Sub-Clause shall not limit liability in any case of fraud,
          deliberate default or reckless misconduct by the defaulting Party.

18.  INSURANCE

     18.1 GENERAL REQUIREMENTS FOR INSURANCE'S

          In this Clause, "Insuring Party" means, for each type of insurance,
          the Party responsible for effecting and maintaining the insurance
          specified in the relevant Sub-Clause.

          Wherever the Contractor is the Insuring Party, each insurance shall be
          effected with insurers and in terms approved by the Employer, such
          approval not to be unreasonably withheld. These terms shall be
          consistent with any terms agreed by both Parties before they signed
          the Contract Agreement. This agreement of terms shall take precedence
          over the provisions of this Clause.

          Wherever the Employer is the Insuring Party, each insurance shall be
          effected with insurers and in terms consistent with the details
          annexed to the Particular Conditions.

          If a policy is required to indemnify joint insured, the cover shall
          apply separately to each insured as though a separate policy had been
          issued for each of the joint insured. If a policy indemnifies
          additional joint insured, namely in addition to the insured specified
          in this Clause, (i) the Contractor shall act under the policy on
          behalf of these additional joint insured except that the Employer
          shall act for Employer's Personnel, (ii) the additional joint insured
          shall not be entitled to receive payments directly from the insurer or
          to have any other direct dealings with the insurer, and (iii) the
          insuring Party shall require all additional joint insured to comply
          with the conditions stipulated in the policy.

          Each policy insuring against loss or damage shall provide for payments
          to be made in the currencies required to rectify the loss or damage.
          Payments received from insurers shall be used for the rectification of
          the loss or damage.

          The relevant insuring Party shall, within the respective periods
          stated in the Particular Conditions (calculated from the Commencement
          Date), submit to the other Party:

          (a)  evidence that the insurances described in this Clause have been
               effected; and

          (b)  copies of the policies for the insurances described in Sub-Clause
               18.2 [Insurance of Works and Contractor's Equipment] and
               Sub-Clause 18.3 [Insurance against Injury to Persons and Damage
               to Property].

          When each premium is paid, the Insuring Party shall submit evidence of
          payment to


                                       63
<PAGE>

          the other Party.

          Each Party shall comply with the conditions stipulated in each of the
          insurance policies. The Insuring Party shall keep the insurers
          informed of any relevant changes to the execution of the Works and
          ensure that insurance is maintained in accordance with this Clause.

          Neither Party shall make any material alteration to the terms of any
          insurance without the prior approval of the other Party. If an insurer
          makes (or attempts to make) any alteration, the Party first notified
          by the insurer shall promptly give notice to the other Party.

          If the Insuring Party fails to effect and keep in force any of the
          insurance's it is required to effect and maintain under the Contract,
          or fails to provide satisfactory evidence and copies of policies in
          accordance with this Sub-Clause, the other Party may (at its option
          and without prejudice to any other right or remedy) effect insurance
          for the relevant coverage and pay the premiums due. The Insuring Party
          shall pay the amount of these premiums to the other Party, and the
          Contract Price shall be adjusted accordingly.

          Nothing in this Clause limits the obligations, liabilities or
          responsibilities of the Contractor or the Employer, under the other
          terms of the Contract or otherwise. Any amounts not insured or not
          recovered from the insurers shall be borne by the Contractor and/or
          the Employer in accordance with these obligations, liabilities or
          responsibilities. However, if the Insuring Party fails to effect and
          keep in force an insurance which is available and which it is required
          to effect and maintain under the Contract, and the other Party neither
          approves the omission nor effects insurance for the coverage relevant
          to this default, any moneys which should have been recoverable under
          this insurance shall be paid by the Insuring Party.

          Payments by one Party to the other Party shall be subject to
          Sub-Clause 2.5 [Employer's Claims] or Sub-Clause 20.1 [Contractor's
          Claims], as applicable.

     18.2 INSURANCE FOR WORKS AND CONTRACTOR'S EQUIPMENT

          The Insuring Party shall insure the Works, Plant and Materials for not
          less than the full reinstatement cost including the costs of
          demolition, removal of debris and professional fees. This insurance
          shall be effective from the date by which the evidence is to be
          submitted under sub-paragraph (a) of Sub-Clause 18.1 [General
          Requirements for Insurance's], until the date of issue of the
          Taking-Over Certificate for the Works.

          The Insuring Party shall insure the Contractor's Equipment for not
          less than the full replacement value, including delivery to Site. For
          each item of Contractor's Equipment, the insurance shall be effective
          while it is being transported to the Site and until it is no longer
          required as Contractor's Equipment.

          Unless otherwise stated in the Particular Conditions, insurance's
          under this Sub-Clause:

          (a)  shall be effected and maintained by the Contractor as Insuring
               Party;


                                       64
<PAGE>

          (b)  shall be in the joint names of the Parties; who shall be jointly
               entitled to receive payments from the insurers, payments being
               held or allocated between the Parties for the sole purpose of
               rectifying the loss or damage if the Employer instructs the
               Contractor to rectify the damage;

          (c)  shall cover all loss and damage from any cause not listed in
               Sub-Clause 17.3 [Employer's Risks];

          (d)  shall also cover loss or damage from the risks listed in
               sub-paragraph (c) of Sub-Clause 17.3 [Employer's Risks], with
               deductibles per occurrence of not more than the amount stated in
               the Particular Conditions (if an amount is not so stated, this
               sub-paragraph (d) shall not apply); and

          (e)  may however exclude damages for delay in completing the Works,
               consequential loss and loss of, damage to, and reinstatement of:

               (i)  a part of the Works which is in a defective condition due to
                    a defect in its design, materials or workmanship (but cover
                    shall include any other parts which are lost or damaged as a
                    direct result of this defective condition and not as
                    described in sub-paragraph (ii) below);

               (ii) a part of the Works which is lost or damaged in order to
                    reinstate any other part of the Works if this other part is
                    in a defective condition due to a defect in its design,
                    materials.or workmanship;

              (iii) a part of the Works which has been taken over by the
                    Employer, except to the extent that the Contractor is liable
                    for the loss or damage;

               (iv) goods while they are not in the Country; and

                (v) a part of the Works that deteriorated through fair wear and
                    tear.

          If, more than one year after the Base Date, the cover described in
          sub-paragraph (d) above ceases to be available at commercially
          reasonable terms and rates, the Contractor shall (as Insuring Party)
          give notice to the Employer, with supporting particulars. The Employer
          shall then:

          (a)  be entitled subject to Sub-Clause 2.5 [Employer's Claims] to
               payment of an amount equivalent to such amount as the Contractor
               should have expected to have paid for such cover on commercially
               reasonable terms; and

          (b)  be deemed, unless he obtains the cover on commercially reasonable
               terms, to have approved the omission under Sub-Clause 18.1
               [General Requirements for Insurance's] of the cover described in
               sub-paragraph (d) above.

     18.3 INSURANCE AGAINST INJURY TO PERSONS AND DAMAGE TO PROPERTY

          The Insuring Party shall insure against each Party's liability for any
          loss, damage, death or bodily injury which may occur to any physical
          property (except things insured under Sub-Clause 18.2 Insurance for
          Works and Contractor's Equipment]) or to any person (except persons
          insured under Sub-Clause 18.4 [Insurance for Contractor's Personnel]),
          which may arise out of the Contractor's performance of the


                                       65
<PAGE>

          Contract and occurring before the issue of the Performance
          Certificate.

          This insurance shall be for a limit per occurrence of not less than
          the amount stated in the Particular Conditions, with no limit on the
          number of occurrences. If an amount is not stated in the Particular
          Conditions, this Sub-Clause shall not apply.

          Unless otherwise stated in the Particular Conditions, the insurance's
          specified in this Sub-Clause:

          (a)  shall be effected and maintained by the Contractor as Insuring
               Party;

          (b)  shall be in the joint names of the Parties;

          (c)  shall be extended to cover liability for all loss and damage to
               the Employer's property (except things insured under Sub-Clause
               18.2 [Insurance for Works and Contractor's Equipment]) arising
               out of the Contractor's performance of the Contract; and

          (d)  may however exclude liability to the extent that it arises from:

               (i)  the Employer's right to have the Permanent Works executed
                    on, over, under, in or through any land, and to occupy this
                    land for the Permanent Works;

               (ii) damage which is an unavoidable result of the Contractor's
                    obligations to execute the Works and remedy any defects; and

              (iii) a cause listed in Sub-Clause 17.3 [Employer's Risks], except
                    to the extent that cover is available at commercially
                    reasonable terms.

     18.4 INSURANCE FOR CONTRACTOR'S PERSONNEL

          The Contractor shall effect and maintain insurance against liability
          for claims, damages, losses and expenses (including legal fees and
          expenses) arising from injury, sickness, disease or death of any
          person employed by the Contractor or any other of the Contractor's
          Personnel.

          The Employer shall also be indemnified under the policy of insurance,
          except that this insurance may exclude losses and claims to the extent
          that they arise from any act or neglect of the Employer or of the
          Employer's Personnel.

          The insurance shall be maintained in full force and effect during the
          whole time that these personnel are assisting in the execution of the
          Works. For a Subcontractor's employees, the insurance may be effected
          by the Subcontractor, but the Contractor shall be responsible for
          compliance with this Clause.

19.  FORCE MAJEURE

     19.1 DEFINITION OF FORCE MAJEURE

          In this Clause, "Force Majeure" means an exceptional event or
          circumstance:


                                       66
<PAGE>

          (a)  which is beyond a Party's control;

          (b)  which such Party could not reasonably have provided against
               before entering into the Contract;

          (c)  which, having arisen, such Party could not reasonably have
               avoided or overcome; and

          (d)  which is not substantially attributable to the other Party.

          Force Majeure may include, but is not limited to, exceptional events
          or circumstances of the kind listed below, so long as conditions (a)
          to (d) above are satisfied:

               (i)  war, hostilities (whether war be declared or not), invasion,
                    act of foreign enemies;

              (ii)  rebellion, terrorism, revolution, insurrection, military or
                    usurped power, martial law or confiscation by order of any
                    government or public authority or civil war;

             (iii)  riot, commotion, disorder, strike or lockout by persons
                    other than the Contractor's Personnel and other employees of
                    the Contractor and Subcontractors;

              (iv)  munitions of war, explosive materials, ionising radiation or
                    contamination by radio-activity, except as may be
                    attributable to the Contractor's use of such munitions,
                    explosives, radiation or radio-activity; and

               (v)  natural catastrophes such as earthquake, hurricane, typhoon
                    or volcanic activity.

     19.2 NOTICE OF FORCE MAJEURE

          If a Party is or will be prevented from performing any of its
          obligations under the Contract by Force Majeure, then it shall give
          notice to the other Party of the event or circumstances constituting
          the Force Majeure and shall specify the obligations, the performance
          of which is or will be prevented. The notice shall be given within 14
          days after the Party became aware, or should have become aware, of the
          relevant event or circumstance constituting Force Majeure.

          The Party shall, having given notice, be excused performance of such
          obligations for so long as such Force Majeure prevents it from
          performing them.

          Notwithstanding any other provision of this Clause, Force Majeure
          shall not apply to obligations of either Party to make payments to the
          other Party under the Contract.

     19.3 DUTY TO MINIMISE DELAY

          Each Party shall at all times use all reasonable endeavours to
          minimise any delay in the performance of the Contract as a result of
          Force Majeure.

          A Party shall give notice to the other Party when it ceases to be
          affected by the Force Majeure.


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<PAGE>

     19.4 CONSEQUENCES OF FORCE MAJEURE

          If the Contractor is prevented from performing any of his obligations
          under the Contract by Force Majeure of which notice has been given
          under Sub-Clause 19.2 [Notice of Force Majeure], and suffers delay
          and/or incurs Cost by reason of such Force Majeure, the Contractor
          shall be entitled subject to Sub-Clause 20.1 [Contractor's Claims] to:

          (a)  an extension of time for any such delay, if completion is or will
               be delayed, under Sub-Clause 8.4 [Extension of Time for
               Completion];

          (b)  if the event or circumstance is of the kind described in
               sub-paragraphs (i) to (iv) of Sub-Clause 19.1 [Definition of
               Force Majeure] and, in the case of sub paragraphs (ii) to (iv),
               occurs in the Country, payment of any such Cost.

          After receiving this notice, the Employer shall proceed in accordance
          with Sub-Clause 3.5 [Determinations] to agree or determine these
          matters.

     19.5 FORCE MAJEURE AFFECTING SUBCONTRACTOR

          If any Subcontractor is entitled under any contract or agreement
          relating to the Works to relief from force majeure on terms additional
          to or broader than those specified in this Clause, such additional or
          broader force majeure events or circumstances shall not excuse the
          Contractor's non-performance or entitle him to relief under this
          Clause.

     19.6 OPTIONAL TERMINATION, PAYMENT AND RELEASE

          If the execution of substantially all the Works in progress is
          prevented for a continuous period of 84 days by reason of Force
          Majeure of which notice has been given under Sub-Clause 19.2 [Notice
          of Force Majeure], or for multiple periods which total more than 140
          days due to the same notified Force Majeure, then either Party may
          give to the other Party a notice of termination of the Contract. In
          this event, the termination shall take effect 7 days after the notice
          is given.

          Upon such termination, the Employer shall pay to the Contractor:

          (a)  the amounts payable for any work carried out for which a price is
               stated in the Contract;

          (b)  the Cost of Plant and Materials ordered for the Works which have
               been delivered to the Contractor, or of which the Contractor is
               liable to accept delivery: this Plant and Materials shall become
               the property of (and be at the risk of) the Employer when paid
               for by the Employer, and the Contractor shall place the same at
               the Employer's disposal; and (c) any other Cost or liability
               which in the circumstances was reasonably incurred by the
               Contractor in the expectation of completing the Works.

     19.7 RELEASE FROM PERFORMANCE UNDER THE LAW

          Notwithstanding any other provision of this Clause, if any event or
          circumstance outside the control of the Parties (including, but not
          limited to, Force Majeure) arises


                                       68
<PAGE>

          which makes it impossible or unlawful for either or both Parties to
          fulfil its or their contractual obligations or which, under the law
          governing the Contract, entitles the Parties to be released from
          further performance of the Contract, then upon notice by either Party
          to the other Party of such event or circumstance:

          the Parties shall be discharged from further performance, without
          prejudice to the rights of either Party in respect of any previous
          breach of the Contract; and

          the sum payable by the Employer to the Contractor shall be the same as
          would have been payable under Sub-Clause 19.6 [Optional Termination,
          Payment and Release] if the Contract had been terminated under
          Sub-Clause 19.6.

20.  CLAIMS DISPUTES AND ARBITRATION

     20.1 CONTRACTOR'S CLAIMS

          If the Contractor considers himself to be entitled to any extension of
          the Time for Completion and/or any additional payment, under any
          Clause of these Conditions or otherwise in connection with the
          Contract, the Contractor shall give notice to the Employer, describing
          the event or circumstance giving rise to the claim. The notice shall
          be given as soon as practicable after the Contractor became aware, or
          should have become aware, of the event or circumstance.

          The Contractor shall also submit any other notice(s) which is required
          by the Contract, and supporting particulars for the claim(s), all as
          relevant to such event or circumstance.

          The Contractor shall keep such contemporary records as may be
          necessary to substantiate any claim, either on the Site or at another
          location acceptable to the Employer. The Contractor shall permit the
          Employer to inspect all these records, and shall (if instructed)
          submit copies to the Employer.

          Within 28 days after the Contractor became aware of the event or
          circumstance giving rise to the claim, or within such other period as
          may be proposed by the Contractor and approved by the Employer, the
          Contractor shall send to the Employer a fully detailed claim which
          includes full supporting particulars of the basis of the claim and of
          the extension of time and/or additional payment claimed. If the event
          or circumstance giving rise to the claim has a continuing effect:

          (a)  this fully detailed claim shall be considered as interim;

          (b)  the Contractor shall send further interim claims at monthly
               intervals, giving the accumulated delay and/or amount claimed,
               and such further particulars as the Employer may reasonably
               require; and

          (c)  the Contractor shall send a final claim within 28 days after the
               end of the effects resulting from the event or circumstance, or
               within such other period as may be proposed by the Contractor and
               approved by the Employer.

          The Employer shall proceed in accordance with Sub-Clause 3.5
          [Determinations] to agree or determine (i) the extension (if any) of
          the Time for Completion (before or after its expiry) in accordance
          with Sub-Clause 8.4 [Extension of Time for


                                       69
<PAGE>

          Completion], and/or (ii) the additional payment (if any) to which the
          Contractor is entitled under the Contract.

          Within 28 days after receiving a claim or any further particulars
          supporting a previous claim, or within such other period as may be
          proposed by the Employer and approved by the Contractor, the Employer
          shall respond with approval, or with disapproval and detailed
          comments. He may also request any necessary further particulars, but
          shall nevertheless give his response on the principles of the claim
          within such time.

          Each payment under Clause 14 [Contract Price and Payment] shall
          include such amounts for any claim as have been substantiated as due
          under the relevant provision of the Contract. Unless and until the
          particulars supplied are sufficient to substantiate the whole of the
          claim, the Contractor shall only be entitled to payment for such part
          of the claim as he has been able to substantiate at the time such
          payment is to be made in accordance with Sub-Clause 14.5 [Timing of
          Payments].

          The requirements of this Sub-Clause are in addition to those of any
          other Sub-Clause which may apply to a claim. If the Contractor fails
          to comply with this or another Sub-Clause in relation to any claim,
          any extension of time and/or additional payment shall take account of
          the extent (if any) to which the failure has prevented or prejudiced
          proper investigation of the claim.

     20.2 DISPUTES

          If a dispute (of any kind whatsoever) arises between the Parties in
          connection with, or arising out of, the Contract or the execution of
          the Works, as to any certificate, determination, instruction, opinion
          or valuation of the Employer a Notice of Dispute shall be issued.

     20.3 AMICABLE SETTLEMENT

          "Any dispute or difference arising out of or in connection with this
          contract shall first be referred to mediation at Hong Kong
          International Arbitration Centre (HKIAC) and in accordance with its
          Mediation Rules.

     20.4 ARBITRATION

          If the mediation is abandoned by the mediator or is otherwise
          concluded without the dispute or difference being resolved, then such
          dispute or difference shall be referred to and determined by
          arbitration at HKIAC and in accordance with its Domestic Arbitration
          Rules."


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<PAGE>







                            3. PARTICULAR CONDITIONS

                        Particular Conditions of Contract

                                       for

                       Proposed Satellite Earth Station at

                            Tai Po Industrial Estate









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<PAGE>




PARTICULAR CONDITIONS

Employer:           Asia Satellite Telecommunications Company Limited

Contractor:         Leighton Contractors (Asia) Limited

Project:            Proposed Satellite Earth Station at Tai Po Industrial Estate

The following are the Particular Conditions of Contract, in respect of this
project.

<TABLE>
<CAPTION>

   <S>            <C>                                   <C>
   1.1.3.1        Base Date                             8 January 2002
   -------------- ------------------------------------- ---------------------------------------------------
   1.1.3.2        Commencement Date                     15 January 2002
   -------------- ------------------------------------- ---------------------------------------------------
   1.1.3.3        Time for Completion                   All works shall be completed by 14 June 2003.
   -------------- ------------------------------------- ---------------------------------------------------
   1.1.3.7
   &11.1          Defects Notification Period           Twelve (12) months from the effective date of the
                                                        Taking-over Certificate.
   -------------- ------------------------------------- ---------------------------------------------------
   1.1.4.1        Contract Price                        As per Contract Agreement
   -------------- ------------------------------------- ---------------------------------------------------
   1.1.4.5        Percentage for Profit                 10%
   -------------- ------------------------------------- ---------------------------------------------------
   1.1.5.6        Sections                              Not Applicable.
   -------------- ------------------------------------- ---------------------------------------------------
   1.1.6.2        Country                               HKSAR
   -------------- ------------------------------------- ---------------------------------------------------
   1.3            Agreed system of Electronic           By facsimile and e-mail
                  Transmission
   -------------- ------------------------------------- ---------------------------------------------------
   1.4            Law of Country                        Hong Kong
                  Language of Contract                  English
                  Language of Communications            English
   -------------- ------------------------------------- ---------------------------------------------------
   2.1            Date(s) for access to the site        Commencement Date
   -------------- ------------------------------------- ---------------------------------------------------
   4.16           Transport of Goods                    As per General Conditions
   -------------- ------------------------------------- ---------------------------------------------------
   4.21           Progress Reports                      Monthly
   -------------- ------------------------------------- ---------------------------------------------------
   8.7            Delay Damages                         0.01% of the Contract Price/day to a maximum of
                  (amount and maximum)                  5% of the Contract Price
   -------------- ------------------------------------- ---------------------------------------------------
   10.2           Taking Over of Parts of the Works     Not Applicable
   -------------- ------------------------------------- ---------------------------------------------------
   13.7           Provisions for Cost Adjustment        Not Applicable
   -------------- ------------------------------------- ---------------------------------------------------
   14.1           Basis of Contract Price               Lump Sum
   -------------- ------------------------------------- ---------------------------------------------------
   14.2           Advance Payment                       10% of Contract Price
   -------------- ------------------------------------- ---------------------------------------------------
   14.3           Frequency of Payments                 End of each Calendar Month, subject to Clause 8.6
   -------------- ------------------------------------- ---------------------------------------------------
   14.6           Financing Charges                     Not Applicable
   -------------- ------------------------------------- ---------------------------------------------------
   14.7           Retention Money                       Contract Price instalments subject to 10%
                                                        retention up to maximum of 5% of Contract
                                                                 Price
   -------------- ------------------------------------- ---------------------------------------------------
   14.12          Currency of Payment                   Hong Kong Dollars
   -------------- ------------------------------------- ---------------------------------------------------
   18.1           General Requirements                  (a)  Insurance  to be provided by the  Contractor:
                  for Insurances                        Workmen's Compensation and Plant insurance
                                                        (b)   Period  for   provision   of   evidence   of
                                                        insurance:  The  Contractor  shall  at  all  times
                                                        maintain,  and upon request,  the Contractor shall
                                                        furnish the Employer with  certificates,  or other
                                                        reasonable   evidence,   that  the  Contractor  is
                                                        maintaining the required  insurance (other than as
                                                        required  to comply with any  statutory  insurance
                                                        requirements)
   -------------- ------------------------------------- ---------------------------------------------------
   18.2           Insurance for Works and               Contractors All Risks including Third Party's
                  Contractor's Equipment                Liability is provided by the Contractor(premium
                                                        to  be reimbursed by Employer).
   -------------- ------------------------------------- ---------------------------------------------------
   18.3           Insurance Against Injury              Limit per  occurrence  for  insurance of Workmen's
                  to Persons and Damage to              Compensation and Employer's Liability Insurance:
                  Property
                                                        Not less than
                                                        US$2,000,000 for any one
                                                        incident or series of
                                                        incidents arising from
                                                        one event or such higher
                                                        limit as may be required
                                                        by the laws of any
                                                        jurisdiction covering
                                                        the officers and
                                                        employees of the
                                                        Contractor for all
                                                        compensation or other
                                                        benefits required of the
                                                        Contractor by the laws
                                                        of any nation or
                                                        political sub-division
                                                        thereof to which the
                                                        Contractor and its
                                                        operations under this
                                                        Contract are subject in
                                                        respect of injury or
                                                        death of any such
                                                        employee.

                                                         Limit per occurrence
                                                        for insurance of
                                                        Commercial General or
                                                        Public, Liability:

                                                        Personal injury and/or
                                                        property damage, with
                                                        combined single limits
                                                        of US$1,500,000 for
                                                        claims of injury or
                                                        death of any persons or
                                                        loss of, or damage to
                                                        property resulting from
                                                        any one accident.
</TABLE>


                                       72
<PAGE>















                                    CONTRACT

                                       for

                       Proposed Satellite Earth Station at

                            Tai Po Industrial Estate









                                       73
<PAGE>


CONTENTS


THIS CONTRACT COMPRISES THE FOLLOWING :


1.    Contract Agreement;

2.    General Conditions of Contract;

3.    Particular Conditions of Contract;

4.    Employer's Requirements :

      a)       General Requirements
      b)       General Conditions of Contract (See (2) above)
      c)       Particular Conditions of Contract (See (3) above)
      d)       Design Brief

5.    Tender including Leighton's signed offer for work and documents referred
      to in Clause 1 of the Contract Agreement, namely

      i)       Leighton's signed offer for work dated 28 September 2001;

      ii)      Leighton's letter Ref. RFG/PE/js/H2118R/01/344 dated 19 November
               2001;

      iii)     Leighton's letter Ref. JFN/KM/js/H2118R/01/345 dated 19 November
               2001; and

       iv)     Letter of Intent dated 26 November 2001.

6.    Sample form of bond;

7.    Schedule of Payments; and

8.    Time Programme.