Scandinavian Energy Finance Limited




                                       and




         Gigantissimo 2321 AB to be renamed Narvarme Acquisition III AB


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                               FINANCING AGREEMENT


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<PAGE>


















                               FINANCING AGREEMENT




This financing agreement (the "Agreement") is made on March 11, 2002


BETWEEN

1.   Scandinavian Energy Finance Limited, a company  incorporated in Ireland,
     with the address c/o Michael Ryan, McCann Fitzgerald,  2 Harbourmaster
     Place, International Financial Service Centre, Dublin 1, Ireland, (the
     "Lender"); and


2.   Gigantissimo 2321 AB (name to be changed to Narvarme Acquisition III AB,
     (reg no 556614-6642), a company incorporated in Sweden, with the address
     Kanalvagen 15, 183 85 Taby, Sweden, (the "the Company").


     The Lender and the Company are jointly referred to as the "Parties" and
     each a "Party".

WHEREAS

1.   The Company shall issue a convertible  debenture  loan (the  "Convertible")
     to be subscribed for by the Lender subject to the terms and conditions
     herein.

2.   A  prerequisite  for the Lender's  subscription  of the Convertible  is the
     Parties'  agreement that the Company shall fulfil certain conditions as set
     out in this Agreement.


THEREFORE


the Parties agree as follows.

1.    Definitions

      All the references to the following definitions in these terms and
      conditions shall have the meaning presented below:

<PAGE>

           "Affiliate"          means in relation to any shareholder, any
                                company when more than 50 % of the voting rights
                                attached to the share capital is owned directly
                                or indirectly by that shareholder or which is
                                under the control of that shareholder or any
                                related person as defined in section 12.7 of the
                                Act.

           "Available           Cash" means all cash from all sources held by
                                the Company and its affiliates (the "Group")
                                which may be used to pay interest and principal
                                under the Convertible without violating
                                applicable law, any contractual covenants
                                binding on the Group previously consented for by
                                the Creditors holding a majority of the amount
                                of the Convertible from time to time and which
                                is not required to pay future expenses of the
                                Group in the judgement of the Creditors holding
                                a majority of the amount of this debenture from
                                time to time

           "Company"            Gigantissimo  2321  AB  to  be  renamed Narvarme
                                Acquisition  III AB, company registration number
                                556614-6642

           "Creditor"           a person in possession of a convertible note



           "Environmental Laws" shall mean all applicable federal, provincial,
           municipal, or local laws, statutes, regulations, rules, ordinances,
           orders or decisions and all common law requirements, relating to the
           environment; health and occupational safety.

           "Event of Default" means the events as set out in Sections 10.2 -
           10.5 below.

           "Hazardous Substances" includes, any contaminants, pollutants,
           dangerous substances, liquid wastes, industrial wastes, hauled liquid
           wastes, toxic substances, hazardous wastes, hazardous materials or
           hazardous substances whatsoever nature and type, that are regulated
           by or form the basic of liability under any Environmental Laws.

           "Material Agreements" shall mean any contract representing 3 % or
           more of gross revenue.

           "Permitted Liens" means the liens as set out in Schedule 2 to this
           Agreement.

<PAGE>

           "Permits" shall include all permits, certificates, approvals,
           registrations and licenses issued by any ministry, department,
           administrative or regulatory agency.

           "Person" shall mean any person not being a party to this Agreement.

           "Release" includes releasing, spilling, leaking, pumping, pouring,
           emitting, emptying, discharging, injecting, escaping, leaching,
           disposing or dumping.

           "Swedish Generally Accepted Accounting Principles" shall mean the
           accounting principles that are in accordance with applicable laws and
           general accepted accounting in Sweden.



2.         Postponement of interest and principal

           Under the terms of the Convertible the Company may at its own
           discretion postpone payment of interest. The parties agree that the
           Company shall only make such postponement if and to the extent there
           is no Available Cash as defined herein.

3.       The Convertible

3.1      The Shareholder have passed a resolution to issue the Convertible in
         accordance with the terms attached hereto as Schedule 1.

3.2      The Convertible shall be subscribed for by the Lender subject to the
         terms and conditions herein.


4.       Forthwith termination

         According to the terms of the Convertible, the Lender has a right to
         call for immediate payment upon 30 days written notice. The Parties
         have agreed that the Lender shall not use this possibility under the
         Convertible as long as there is no Event of Default under this
         Agreement or any corresponding events of default under any
         indebtedness in excess of SEK 500,000 to which the Group is a party.
<PAGE>

5.       Reporting covenants

5.1      The Company shall provide unaudited consolidated quarterly financial
         statements within 45 days of quarter end and audited annual
         consolidated financial statements including balance sheets, profit
         and loss statements and cash flow statement within 120 days of each
         fiscal year end. All quarterly financial statements to be accompanied
         by a certificate of no default setting out compliance calculations.
         In addition the Company shall issue monthly, operating statements
         within 15 days of month end for each district heating system operated
         by the Company and its direct and indirect subsidiaries.

6.       Positive covenants

6.1      So long as any amounts remain  outstanding and unpaid under the
         convertible  loans the Company will, and will ensure that its direct
         and indirect subsidiaries will:

6.1.1    Pay all amounts of principal and interest on the dates, times and at
         the place specified in the Terms or under any other agreement between
         the Lender and the Company.

6.1.2    Advise Lender of any change in the amount and the terms of any credit
         arrangement made with other permitted lenders or any action taken by
         another lender to recover amounts outstanding with such other lender.

6.1.3    Advise promptly after the happening of any event which will result in
         a material adverse change in the financial condition, business,
         operations, or prospects of the Company or its direct and indirect
         subsidiaries or the occurrence of any Event of Default or default
         under the Convertible or under any other agreement for borrowed
         money.

6.1.4    Do all things necessary to maintain in good standing its corporate
         existence and preserve and keep all material agreements, rights,
         franchises, licences, operations, contracts or other arrangements in
         full force and effect.

6.1.5    Pay all taxes, assessments and government charges, unless such taxes,
         assessments, or charges are being contested in good faith and
         appropriate reserves shall be made with funds set aside in a separate
         trust fund.

<PAGE>

6.1.6      Provide Lender and its representatives including, without limitation,
           EIC Partners AG with information and financial data as it may
           reasonably request from time to time.

6.1.7      Maintain property, plant and equipment in good repair and working
           condition with reasonable wear and tear excepted.

6.1.8      Inform Lender of any actual or threatened litigation and furnish the
           Lender with copies of details of any litigation or other proceedings,
           which might materially and adversely affect the financial condition,
           business, operations, or prospects of the Company.

6.1.9      Continue to carry on the business substantially currently being
           carried on by the Company and its direct and indirect subsidiaries at
           the date hereof.

6.1.10     Maintain adequate insurance on all of its assets, undertakings, and
           business risks.

6.1.11     Permit Lender or its authorised representatives, including without
           limitation EIC Partners AG, full and reasonable advance notice to its
           premises, business, financial and computer records and allow the
           duplication or extraction of adequate information therefrom.

6.1.12     Comply with applicable environmental regulations at all times.

6.1.13     Comply with contractual obligations and laws, including payment of
          taxes.

6.1.14    remains in the district energy business and maintaining all requisite
          licenses to do so.

6.1.15    comply and cause its direct and indirect subsidiaries to comply with
          all obligations to Lantbrukskredit relating to loans made by
          Lantbrukskredit to the Company and/or its subsidiaries.

6.1.16    maintain the legally required ratio between equity and registered
          share capital of the Group.

6.1.17    comply with the reasonable requests for co-operation from Lender's
          financial services consultant EIC Partners AG.
<PAGE>

6.2       The Company and its subsidiaries have acquired certain assets and
          shares from Narvarme Sverige AB and Varmeland Teknik AB and their
          Affiliates pursuant to (i) a Share Sale and Purchase Agreement by and
          among Varmeland Teknik AB and Gigantissimo 2324 AB (ii) an Asset
          Purchase Agreement regarding acquisition of assets by Gigantissimo
          2323 AB (iii) an Asset Purchase Agreement regarding acquisition of
          assets by Gigantissimo 2321 AB and related agreements including
          without limitation an Indemnification and Escrow Agreement by and
          among the parties to the aforementioned agreements (collectively the
          "Acquisition Agreements"). The Company shall, and shall cause its
          subsidiaries to, enforce all of their rights against the respective
          Sellers under such Acquisition Agreements in a diligent manner and
          shall keep Lender fully informed respecting such enforcement actions.


7.         Negative covenants

7.1        So long as any amounts remain outstanding under the convertible loans
           the Company will not and will ensure that its direct and indirect
           subsidiaries do not without the written consent of the Lender:

7.1.1      Create, incur, assume, or suffer to exist, any mortgage, deed of
           trust, pledge, lien, security interest, assignment, charge, or
           encumbrance (including without limitation, any conditional sale, or
           other title retention agreement, or finance lease) of any nature,
           respect to any of its assets or undertakings, now owned or hereafter
           acquired, except for those Permitted Liens set out in Schedule 2.

7.1.2      Create, incur, assume, or suffer to exist any other outside
           indebtedness for borrowed money (except for SEK 30,000,000
           convertible debenture issued to Lansforsakringar indebtedness
           resulting from Permitted Liens, if any) or guarantee or act as surely
           or agree to indemnify the debts of any other Person.

7.1.3      Merge or consolidate with any other outside Person, or acquire all or
           substantially all of the shares, assets or business of any other
           Person.

7.1.4      Sell, lease, assign, transfer, convey or otherwise dispose of any of
           its now owned or hereafter acquired assets (including, without
           limitation, shares of stock and indebtedness of subsidiaries,
           receivables and leasehold interests), except for inventory disposed

<PAGE>
           of in the ordinary course of business and replacement of equipment in
           the ordinary course of business.


7.1.5      Cease to carry on the business currently being carried on by each of
           the Company and its direct or indirect subsidiaries at the date
           hereof.

7.1.6      Permit any change of ownership or change in the capital structure of
           the Company or direct or indirect subsidiaries except in connection
           with the conversion of the convertible debentures issued by the
           Company to Lansforsakringar and the Lender or in connection with the
           exercise of the option granted by Goran Ernstson to the Lender
           respecting his shares in the Company.

7.1.7      Make third party guarantees without Lender's prior written consent
           (i.e. the Company will not provide its guarantee to anyone else
           including parent or related entities).

7.1.8      Effect a change in control of the Company or its direct or indirect
           subsidiaries except in connection with the conversion of the
           convertible debentures issued by the Company to Lansforsakringar and
           the Lender or in connection with the exercise of the option granted
           by Goran Ernstson to the Lender respecting his shares in the Company.

7.1.9      Enter into any further outside divestitures, investments, mergers,
           amalgamations or consolidations without Lender's prior written
           consent.

7.1.10     Pledge any security to any other party.

7.1.11     Permit any amendment or termination of material contracts.

7.1.12     Prepay any contractual obligations before they become due or prepay
           any amounts due under the Convertible prior to January 1, 2005.

7.1.13     Replace, amend or alternate the Articles of Association of the
           Company or its direct or indirect subsidiaries.

7.1.14     Enter into or grant any options to subscribe for shares or issue any
           securities convertible into shares or enter into any agreement for
           the same.

7.1.15     Voluntarily liquidate or wind-up the Company.

<PAGE>

7.1.16     Change the place of the registered office of the Company.

7.1.17     Reduce the capital by redemption of shares or any equivalent
           procedure.

7.1.18     Distribute profits by dividends or any other form of shareholders
           benefit unless so required by law or approved by the Lender.

7.1.19     Enter into any agreement which would likely have a material effect on
           the Company. "Material for these purposes is an agreement that has
           gross revenues or costs of more than SEK 500,000 per annum or which
           otherwise would likely have a material effect on the operations
           financial conditions, assets, business or prospects of the Company or
           its direct or indirect subsidiaries.

7.1.20     Enter into, terminate or modify any agreement between the Company,
           its direct or indirect subsidiaries on the one hand and any managing
           director, shareholder (other than a Group Company), employee or
           Affiliate of the same on the other hand.

7.1.21     Appoint or dismiss a managing director, a finance director or a
           technical director without the prior approval of Lender which
           approval shall not be unreasonably withheld or delayed.

7.1.22     Enter into any transaction or make any expenditures which separately
           or in the aggregate result in a material deviation from the budget
           approved by the Lender pursuant to Section 8 below.

7.1.23     Agree or commit to do any of the foregoing.

7.2        The provisions of Section 7 shall not prevent the Company from paying
           Ernstson such amount as is necessary to make Ernstson whole
           (including settlement costs and reasonable legal, accounting and
           other expenses for investigation or defence) on an after tax basis
           for any wealth tax payable by him in connection with his ownership of
           shares of the Company Swedco 3 provided that Ernstson advises
           Lantbrukskredit, SEFL and Lansforsakringar of any such tax assessed
           and takes any reasonable lawful action jointly suggested by
           Lantbrukskredit, SEFL and Lansforsakringar to reduce such tax
           liability before paying such tax.

7.3        Lender undertakes not to and to cause its affiliates from time to
           time not to make or submit any claim against Goran Ernstson regarding
<PAGE>

           any matter resulting from, arising out of or relating to this
           Agreement or the Loans described herein, provided that this
           restriction shall not prevent claims against Ersntson based on
           actions, measures or omissions by Ernstson after the closing date
           which constitute gross negligence or fraud or other criminal acts or
           a knowing violation of the Swedish Companies Act or a breach of an
           agreement to which Ernstson is a party or breach of any agreement to
           which the Company or its direct or indirect subsidiaries is a party
           committed by a the Company or its direct or indirect subsidiaries, if
           such breach is knowingly caused by the intentional acts of Ernstson.


8.         Budget

           On or before December 1 at each year, the Company shall submit an
           operating and capital budget for the coming calendar year for the
           Company and its direct and indirect subsidiaries to be approved by
           the Lender.



9.         Representations and warranties

9.1        The Company hereby represents and warrants, which representations and
           warranties shall be deemed to be continually repeated so long as any
           amounts remain outstanding and unpaid.

9.1.1      The Company and each of its direct and indirect subsidiaries are
           corporations duly incorporated and organised, validly existing and in
           good standing under the laws of Sweden and the Company and each of
           its direct and indirect subsidiaries has adequate corporate power and
           authority to carry on its business, own property, borrow monies and
           enter into agreements therefor and observe and perform the terms and
           provisions of this Agreement and the Convertibles.

9.1.2      There are no laws, statutes or regulations applicable to or binding
           upon the Company and no provisions in its charter documents or in any
           by laws, resolutions, contracts, agreements, or arrangements which
           would be contravened, breached, or violated as a result of the
           execution, delivery, performance, observance, of any terms of this
           Agreement or the Convertibles.

9.1.3      No Event of Default has occurred nor has any event occurred which,
           with the passage of time or the giving of notice, would constitute a
           default under any other agreement for borrowed money in excess of SEK
           500,000.

9.1.4      There are no actions, suits, or proceedings, including appeals or
           applications for review, or any knowledge of pending actions, suits,
           or proceedings against the Company or its subsidiaries, before any
           court or administrative agency which would result in any material
           adverse change in the property, assets, financial condition, business
           or operations of the Company or its direct or indirect subsidiaries.

9.1.5      All material authorisations, approvals, consents, licenses,
           exemptions, filings, registrations and other requirements of
           governmental, judicial and public bodies and authorities required to
           carry on its business and the business of its direct and indirect
           subsidiaries have been or will be obtained or affected and are or
           will be in full force and effect.

9.1.6      The financial statements delivered to Lender fairly present the
           financial position of the Company and its direct and indirect
           subsidiaries as at the dates and with respect to the periods
           applicable to such financial statements, and have been prepared by
           the Company in accordance with Swedish Generally Accepted Accounting
           Principles consistently applied.

9.1.7      All of the remittances required to be made by the Company and its
           direct and indirect subsidiaries to the federal government and all
           provincial and municipal governments have been made, are currently up
           to date and there are no outstanding affairs. Without limiting the
           foregoing, all employee source deductions, sales taxes, corporate
           income taxes, corporate capital taxes, payroll taxes and workers'
           compensation dues are currently paid and up to date except for those
           remittances being contested in good faith and adequately reserved
           for.



10.       Environmental representations and warranties

10.1       The Company represents and warrants (which representation and
           warranty shall continue throughout the term of this Agreement) that:

<PAGE>
           the business, properties and operations of the Company and its direct
           and indirect subsidiaries have been and are in material compliance
           with all Environmental Laws and Permits.

10.2       The Company and its direct and indirect subsidiaries have received no
           written notice of violation respecting Environmental Laws and
           Permits, and do not know of any facts which could give rise to such
           notice of violation. If the Company or its direct or indirect
           subsidiaries receive a notice respecting Environmental Laws and
           Permits, or are aware that a notice is about to be filed, the Company
           shall provide the Lender with a copy of such notice or information
           promptly upon receipt thereof.

10.3       The Company and its direct and indirect subsidiaries have not
           received any written request for information in connection with any
           federal, provincial, municipal or local inquiries as to Hazardous
           Substances or otherwise.

10.4       To the best of the Company's knowledge after due inquiry and
           investigation the Company and its direct and indirect subsidiaries
           have not used any of their facilities, or permitted them to be used,
           to generate, manufacture, refine, trust, transport, store, handle,
           dispose, transfer, produce or process Hazardous Substances except in
           material compliance with all Environmental Laws.

10.5       The Company and its subsidiaries have no material contingent
           liability of which the Company has actual knowledge in connection
           with the disposal, release or existence of Hazardous Substances on or
           offsite of their property or any facility owned or operated by third
           parties, but with respect to which the Company is alleged to have
           liability.

10.6       To the best of the Company's knowledge the Company and its
           subsidiaries have never been convicted of an offence for
           non-compliance with any Environmental Laws or been fined or otherwise
           sentenced or settled such prosecution short of conviction.

10.7       To the best of the Company's knowledge the Company has never
           defaulted in reporting to the proper authority on the happening of a
           substantial occurrence requiring it by Environmental Laws to do so.

10.8       The Company shall, at the request of the Lender from time to time,
           and at the Company's expense, obtain and provide to the Lender an

<PAGE>

           environmental audit or inspection report of the property from
           auditors or inspectors acceptable to the Lender.

10.9       The Company hereby indemnifies the Lender, its officers, directors,
           employees, agents and shareholders, and agrees to hold each of them
           harmless from all loss, claims, damages, expenses (including legal
           and audit expenses) which may be suffered of incurred in connection
           with the indebtedness under this Agreement unless such loss, claims,
           damages and expenses are caused by the negligent, wilful or unlawful
           acts or omissions of the Lender or its agents. The Lender will not
           settle any lawsuit or proceeding for which the Company must indemnify
           the Lender pursuant to the terms hereof without the prior consent of
           the Company, such consent not to be unreasonably withheld.


11.        Events of Default

11.1       The following events are deemed as Events of Default:

11.1.1     Non-payment of outstanding interest or principal when due except when
           payments are postponed in accordance with the terms of the
           Convertible.

11.1.2     If any representation, warranty or statement made hereunder or made
           in connection with the execution and delivery of this Agreement is
           materially false or misleading at any time.

11.1.3     If there is a breach or non-performance or non-observance of any term
           or condition of this Agreement except as described in Section 12.1.1
           and, if such default is capable of being remedied, the default
           continues unremedied for 30 Days after written notice to the Company
           of the occurrence.

11.1.4     If the Company or any one of its direct or indirect subsidiaries
           makes a general assignment for the benefit of creditors, files or
           presents a position, makes a proposal or commits any act of
           bankruptcy, or if any action is taken for the winding up, liquidation
           or the appointment of a liquidator, trustee in bankruptcy, custodian,
           curator, receiver or any other officer with similar powers or if a
           judgement or order shall be entered by any court approving a petition
           for reorganization, arrangement or composition of or in respect of
           the Company or any of its direct or indirect subsidiaries or if the
           Company or any of its direct or indirect subsidiaries is insolvent or
           declared bankrupt.

<PAGE>

11.1.5   If there exists a suspension of business by the Company for a period
         equal to 20 calendar days.

11.1.6   If action is taken by an encumbrancer against the Company or any of
         its direct or indirect subsidiaries to take possession of property or
         enforce proceedings against any material assets.

11.1.7   If any material final judgement for the payment of monies is made
         against the Company or any of its direct or indirect subsidiaries and
         it is not discharged within 20 Business Days from the imposition of
         such judgement.

11.1.8   If there exists any event, the effect of which with lapse of time or
         giving of notice, will constitute an event of default or a default
         under any other agreement for borrowed money in excess or SEK 500,000
         entered into by the Company or any of its direct or indirect
         subsidiaries.

11.1.9   If there exists any state of facts which have or are reasonably
         likely to have a material adverse effect on the business, operations,
         assets, financial condition or prospects of the Company or its direct
         or indirect subsidiaries such that their ability to comply with this
         Agreement or the Convertibles is materially impaired.

11.2     If an Event of Default occurs and is continuing, the Lender may by
         notice to the Borrower demand immediate repayment of the Convertibles
         and the Borrower agrees to pay the Convertibles in accordance with
         the notice subject to Section 2 of the Convertibles.


12.      Expenses

         The Company shall reimburse the Lender for all of its reasonable
         external and internal costs, on a fully loaded basis, without profit
         relating to the transaction covered by this Agreement including the
         cost relating prior to signing this Agreement, the future
         administration of the Convertible and the enforcement of its rights
         hereunder.

13.      Announcements

13.1     Announcement, Communication or Circular

<PAGE>

           The Borrower shall not without the Lender's written consent, make or
           send any announcement, communication or circular relating to the
           subject matter of this Agreement such consent not to be unreasonably
           withheld.

           Lender or any of its Affiliated Companies may however give adequate
           market information relating to their loan to the Borrower which
           information shall be disclosed to the chairman of the board of
           directors of the Borrower prior to it being released.

13.2       Content of Announcement

           Clause 13.1 does not apply to an announcement, communication or
           circular required by law or by the rules of any stock exchange or by
           any governmental authority, in which event the party required to make
           or send such announcement, communication or circular shall, where
           practicable, first consult with the Borrower as to the content of
           such announcement.

14.        Confidentiality

           The Parties shall hold in confidence and not use in any manner any
           confidential documents or other information concerning the businesses
           of any of the Parties, provided that these restrictions shall not
           apply to any information that (i) a Party has been required to
           disclose by law or by any applicable stock exchange regulations or
           (ii) a Party can show to have been, at the time of disclosure or use,
           in the public domain, by publication or otherwise, except by
           violation of this Agreement on behalf of any Party or their
           respective representatives.



15.      Miscellaneous

15.1     This Agreement can not be amended unless made in writing and duly
         signed by or on behalf of the Lender and the Company.

15.2     This Agreement can not be transferred, assigned, pledged or
         hypothecated by any Party hereto other than by operation of law.

<PAGE>

16.      Notices

16.1     Any notice or other  communication  under or in connection  with this
         Agreement  shall be given in writing or by facsimile to the Party due
         to receive such notice. Any such notice will be deemed to be given as
         follows:

         a) if in writing, when delivered; and

         b) if by facsimile, when received.


         However, a notice given in accordance with the above but received on
         a non-working day or after business hours in the place of receipt
         will only be deemed to be given at the opening of business on the
         next working day in that place.

16.2     The addresses and facsimile numbers of each Party for all notices under
         or in connection with this Agreement are:

           a) in the case of the Lender;

           c/o Michael Ryan
           Mc Cann Fitzgerald
           2 Harbourmaster Place
           International Financial Service Cente
           Dublin, Ireland
           353 1 824 0010

           with a copy to

           President
           US Energy Systems Inc.
           One Lexington
           Fourth Floor
           White Plains N.Y. 10601
           Fax: 914 993 5190

           With a copy to

           EIC Partners AG
           Generale-Wille Strasse 59 P.O. Box 35
           CH-8706 Feldmeilen Switzerland
           Fax: 41 1318 3411 until 15 April 2002

                  41 4384 410 01 as of 15 April 2002
<PAGE>

           b) in the case of the Company;

           Gigantissimo 2321 AB, to be renamed Narvarme Acquisition III AB,
           Kanalvagen 15, 183 85 Taby, Sweden

           or such other as a Party may notify to the other Party by no less
           than five (5) business day's notice .

           All notices and communication between the Parties shall be in English
           unless otherwise agreed.



17.        Governing law and disputes

17.1       This Agreement shall be governed by and construed and enforced in
           accordance with Swedish law.

17.2       Any dispute, controversy or claim arising out of or in connection
           with this Agreement, or the breach, termination or invalidity
           thereof, shall be settled by arbitration in accordance with the Rules
           of the Arbitration Institute of the Stockholm Chamber of Commerce.
           The arbitral tribunal shall be composed of three arbitrators. The
           place or arbitration including the making of the award shall be
           Stockholm, Sweden. The language to be used in the arbitral
           proceedings shall be English.

                                  _____________


           This Fnancing Agreement has been executed in two copies, of which the
parties have taken on each.





           Gigantissimo 2321 AB
           Stockholm, March 11, 2002


           By: _____________________                 By: _____________________


          Title: ____________________              Title: ____________________


<PAGE>

           PRESENT when the Common Seal of SCANDINAVIA ENERGY FINANCE LIMITED
was affixed hereto:




          _____________________________________

           Director





           _____________________________________

           Director/Secretary